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FIRST AMENDMENT TO PURCHASE AGREEMENTFIRST AMENDMENT TO PURCHASE AGREEMENT DATED JUNE 10, 2014 BETWEEN THE CITY OF CLEARWATER, FLORIDA AND PARADISE GROUP, LLC DATED AS AUGUST 20, 2015 THIS FIRST AMENDMENT TO THE PURCHASE AGREEMENT DATED JUNE 10, 2014 (the "Amendment ") is made as of this 1 "- day of '- prt, rnL t , 2015 (the "Effective Date "), by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City ") and PARADISE GROUP, LLC, a Florida limited liability company (the "Developer "). WITNESSETH WHEREAS, the City and the Developer are parties to that certain Purchase Agreement dated June 10, 2014; and WHEREAS, the City and the Developer desire to amend certain terms and provisions of the Purchase Agreement, as more fully set forth herein below. NOW, THEREFORE the City and the Developer agree as follows: 1. Recital C is 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" of the Purchase Agreement dated June 10, 2014 (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 1(A)(2) is hereby amended as follows: Formation of Condominium. Paradise shall create a six (6) unit commercial condominium for the Project and Existing Retail Center. Retail Unit One (RU -1) shall consist of the Existing Retail Center described in Exhibit B -1 and improvements thereon, Retail Unit Two (RU -2) shall consist of the new approximately 12,000 square foot retail space with no common elements except for exterior walls excluding doors and plate glass, Parking Unit Ground (PU -G) shall consist of 28 parking spaces on the ground floor, Parking Unit One (PU -1) shall consist of 114 parking 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, 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 -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. 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 "H" of the First Amended and Restated Development Agreement. 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 hereby 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 /1 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. 8. Exhibit E is hereby 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: Attest: Approved as to form: DEVELOPER: PV- PELICAN WALK, LLC, a Florida limited liability compan Mic : e on . Manager CITY: nn�n-- wv t. THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation William B. Horne, II City By: /kVA/L it C2 Rosemarie Call, City Clerk By: 4BLISN Pamela K. Akin City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was 2015 by Michael P. Connor, Manager PV- PELICAN WA „ LLC B Mic , Manager acknowledged before me this day of U on behalf o V- PELICAN WALK, LLC. /GAZA. / —/ I P 1 t Type Name: giAite# 707 k - /,jpAr,) Notary Public BIANCA TAYLOR -HEARD Notary Public - State of Florida My Comm. Expires Sep 18, 2017 Commission # FF 055464 Pelican Walk Parking Garage First Amended and Restated Development Agreement