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LIMITED REFUND AGREEMENT LIMITED REFUND AGREEMENT This Limited Refund Agreement (this "Agreement"), by and among FIFTH THIRD BANK ("Fifth Third"); the CITY OF CLEAR WATER (the "City"); and SID CLEAR WATER MARINA, LLC ("SID"), made and executed as of the last date of the parties signing below, is for the purpose of documenting the parties' agreements with respect to the refund, payment, and application of certain permitting and impact fees paid by SID to the City. Recitals A. Fifth Third, as lender, has extended a development loan to SID evidenced by a Promissory Note dated April 18, 2005, in the original principal amount of$19,850,000 (the "Note") and other loan agreements and security documents (the Note and all other associated loan documents, collectively, the "Loan Documents"). The Loan Documents are secured by, among other things, a Mortgage and Security Agreement (the "Mortgage") and an Assignments of Rents, Leases, Profits & Contracts (the "Collateral Assignment"), both dated April 18, 2005, pledging as collateral for SID's obligations under the Loan Documents certain real property and the rents and profits of that real property in Pinellas County, Florida (the "Property"). Fifth Third and SID agree that the Mortgage and Collateral Assignment constitute a first priority lien on the Property and all proceeds thereof. A legal description of the Property is attached as Exhibit "A." B. SID is delinquent in payment ofits loan with Fifth Third and is in default of the Loan Documents. Other events of default may have existed or may currently exist under the Loan Documents, for which Fifth Third does not waive further default or enforcement. WM1. C. SID has previously paid certain permitting or impact fees to the City associated with development of the Property. SID recently notified the City of its intent to abandon the current development plans for the Property and it has requested a refund of impact fees and unearned permit fees now held by the City (the "Refunded Fees"). D. No other demand for the Refunded Fees has been made upon the City by third parties on account of any alleged collateral interest in them, and the City has agreed to refund the Refunded Fees but does not wish to incur liability to unknown parties. E. At the request of SID and Fifth Third, the City has agreed to refund the Refunded Fees directly to Fifth Third on account of its liens, and SID consents to the City's payment of the Refunded Fees to Fifth Third, but only in accordance with the terms and conditions of this Agreement. / Terms of Aereement Now, therefore, in consideration ofthe mutual promises contained in this Agreement and for other valuable consideration, the parties agree as follows: I. Recitals. The foregoing Recitals are acknowledged by the parties to be true, accurate, and correct; are incorporated for all purposes into this Agreement; and constitute an integral part of it for all purposes. 2. Abandonment of Development Orders and Buildine Permits. SID, with the consent of Fifth Third, hereby abandons Development Orders BCP200507119 and BCP200507002. The Development Agreements and any and all related permits shall be considered rescinded and null and void as of the last date of the parties signing below. 3. Payment and Application of Refunded Fees. The City shall within five business days of full execution of this Agreement pay the Refunded Fees to Fifth Third. Fifth Third shall thereafter apply the Refunded Fees for SID's benefit to payment of interest, fees, and other charges on the loan in accordance with the terms of the Loan Documents. 4. Limited Rieht to Refund. Upon the occurrence ofthe conditions described in this section, and subject to the limitations period in Section 4, the City shall have a limited right to demand and receive from Fifth Third a refund of some or all of the Refunded Fees. The City's right to demand a refund under this section is subiect to the following conditions precedent, each of which must be satisfied before Fifth Third is obligated to perform: a. The City is named a defendant in any legal proceeding in which one or more parties are claiming an entitlement to all or a portion of the Refunded Fees and demanding payment from the City (any such legal proceeding, a "Municipal Fee Litigation"). For purposes of this paragraph, "named a defendant" means the City is validly served with legal process for a case that is timely filed within any applicable statute of limitation and for which personal or subject matter jurisdiction exists. b. Within five days of service oflegal process for any Municipal Fee Litigation in which the City intends to make a refund demand under this Agreement, the City make a written demand upon Fifth Third, electronically or by facsimile, followed by regular U.S. Mail, as follows: Kathi M. Gilbert Fifth Third Bank 1700 66th Street North, Suite 20 I St. Petersburg, FL 33710 Facsimile: (727) 347-5245 kathleen.gilbert@53.com 2 ~ ~. With a copy to: Gregory M. McCoskey Glenn Rasmussen Fogarty & Hooker, P.A. P.O. Box 3333 Tampa, Florida 33601 Facsimile: (813) 229-5946 gmccoskey@glennrasmussen.com and specify particularly the sum ofthe Refunded Fees that are the subject of the demand. c. Within five days of service oflegal process for any Municipal Fee Litigation in which the City intends to make a refund demand, the City provide to Fifth Third copies of all pleadings, motions, or other papers filed in the pending action for which the refund demand relates, and within fifteen days of service of legal process for any case in which the City intends to make a refund demand, the City provide to Fifth Third copies of all correspondence or other documentation in the City's possession relating to the third-party demand for payment from the City or the damages claimed in the pending action. Upon the occurrence of all conditions precedent, Fifth Third shall within ten days pay to the City that portion of the Refunded Fees required by the Municipal Fee Litigation; however, Fifth Third shall have no obligation to refund any greater amount than the damages claimed against the City in the Municipal Fee Litigation, and under no circumstances will Fifth Third's refund obligation exceed the amount of the Refunded Fees originally paid to Fifth Third under this Agreement. The City shall thereafter file an answer in the Municipal Fee Litigation asserting all valid, applicable defenses, including an interpleader of the refunded fees. The City must in its interpleader action identify Fifth Third as the party the City believes is entitled to the interplead funds. The City's failure to observe this requirement shall be a breach ofthis Agreement for which damages may be recoverable. 5. Termination of this Ae:reement. Fifth Third's refund obligation to the City under this Agreement will fully and unconditionally expire on the date four years and one day from the Effective Date of this Agreement (the "Termination Date"). 6. Security for Contine:ent Refund Oblie:ation. In consideration for the parties entering into this Agreement and Fifth Third incurring the contingent obligation to refund the Refunded Fees to the City upon the specific occurrence of any ofthe conditions set forth above, SID agrees that in the event it satisfies all loan obligations to Fifth Third arising from the Loan Documents before the Termination Date of this Agreement, SID shall pay to Fifth Third in addition to any sums then necessary to satisfy the Loan Documents in full, and as a required payment 3 necessary for Fifth Third to issue a release or satisfaction of the Mortgage or any other Loan Document, an additional amount equal to the greater of (i) the Refunded Fees, or (ii) all sums Fifth Third reasonably deems necessary to satisfy any of its obligations under this Agreement (the "SID Security Deposit"). Fifth Third shall hold the SID Security Deposit for the benefit of SID in an interest-bearing deposit account or time instrument, and SID agrees to execute any document as may be necessary to document the pledge of the SID Security Deposit as security for Fifth Third's obligations under this Agreement. Ifprior to the Termination Date Fifth Third becomes obligated to perform its refund obligations to the City pursuant to this Agreement, Fifth Third shall be immediately entitled to setoff the SID Security Deposit without notice to SID. In the event a setoffis required, Fifth Third shall be entitled to setoff from the account holding the SID Security Deposit (i) any amounts paid or to be paid to the City pursuant to this A reement, and (ii) any additional amount necessary to satisfy Fifth Third's administrative charges and its attorneys:lfees and costs resulting from the City's demand or the setoff of the SID Security Deposit. At the Termination Date, any remaining balance from the SID Security Deposit and any interest earned by the SID Security Deposit shall be paid to SID within ten business days. Ifno demand is made by the City for a refund ofthe Refunded Fees prior to the Termination Date, SID shall be entitled to payment of the SID Security Deposit, plus all accrued interest, within ten business days following the Termination Date. In the event that SID has not satisfied the Loan Documents in full as of the date Fifth Third is required to refund the Refunded Fees to the City pursuant to this Agreement, the amount refunded to the City by Fifth Third shall be added to the balance then due on the Loan Documents as an additional advance of principal, and such advanced sums shall be secured by the Mortgage, the Collateral Assignment, or any other security instrument then securing the Loan Documents. 7. Release. As ofthe date of this Agreement, SID and its successors and assigns, do hereby, intentionally and without any undue influence whatsoever, fully remise, release, acquit, and forever discharge Fifth Third and the City, and their attorneys, agents, officers, and employees, of and from any and all rights, claims, counterclaims, liabilities, demands, actions, and causes of action, whether known or unknown, whether arising at law or in equity, which SID may have had, which it now has, or may have in the future, relating to payment of the Refunded Fees to Fifth Third in accordance with this Agreement. 8. V oluntarv Acceptance Of Aereement. In entering into this Agreement, all parties hereto acknowledge and represent that they have read and understand the Agreement; that they understand that this Agreement may constitute a waiver or release of legal rights or protections; and that they have had the opportunity to seek the advice of attorneys of their own choosing if so desired, or if they have failed to seek the advice of counsel, that they have done so knowingly and voluntarily. 4 9. Bindine Effect. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors-in-interest, assigns, representatives, employees, attorneys, and agents. Each party to this Agreement agrees to execute all documents reasonably necessary to effectuate the spirit and intent of this Agreement. 10. Inteeration. This Agreement contains the entire agreement between the parties with respect to the matters contained herein and there are no other understandings or agreements, oral or otherwise, between the parties. 11. Governine Law. The validity, interpretation, construction, and enforcement ofthis Agreement shall be governed by the laws ofthe State of Florida, and the Circuit Court for Pinellas County, Florida, shall retain exclusive jurisdiction to resolve all disputes regarding this Agreement. 12. Attornevs' Fees And Costs. If any party to this Agreement is forced to initiate legal action to enforce the terms ofthis Agreement, the prevailing party in such litigation shall be entitled to recover from the losing party in such litigation all attorneys' fees and costs, including fees and costs expended on appeal. 13. Counterpart Sienatures. This Agreement may be executed in counterpart copies and by facsimile. FIFTH THIRD BANK SID CLEARWATER MARINA, LLC By: Kathi M. Gilbert Its: Vice-President By: Its: CITY OF CLEARWATER, FLORIDA Approved as to form: By:~~-:1I- William B. Horne II City Manager Attest: flJ} L Pamela K. Akin City Attorney ~ [~ 5 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of September, 2007, by Kathi M. Gilbert, as Vice-President of FIFTH THIRD BANK, who ( ) is personally known to me or ( ) produced as identification. NOTARY PUBLIC: My Commission Expires: ST ATE OF FLORIDA COUNTY OF PINELLAS The foregoing ins ument was ac~ledged before me this lr day of September, 2007, by 6.J ,a .~ l-1o..n~ oftheCITY OF CLEARWATER, who ~ is personally known to me or ( ) proouced as identification. NOT RY PUBLIC: ~ Regina M. DeWItt r.. . My eommIlIlon 00315373 ~.. ';I expireS May 02. 2008 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this Jqttr day of September, 2007, bY~D'P,€t....,..~. ~oAlS ,as MANA~ of SID CLEARWATER MARINA, LLC, who (vf'is personally known to me or ( ) produced as identification. f..................... ...... ............ II... : ALLEN D. COWAN ~ : 4~ ConlINI DD0495880 : : f.~7'ht..Yf Expi.... 12121/2OOt i i \\,~ Iloncled lIlN (800)43Z-42$4i i ~frill FIoric:te NOI8ty Aun Inc: . .............................................; 02537-06900278507 V1 6 09-17-'07 11:00 FHOM- T-608 P002/002 F-153 LIMITED REFUND AGREEMENT This Limited Refund Agreement (this "Agreement"), by and among FifTH THIRD BANK ("Fifth Third"); the CITY OF CLEA R WATER (the "City"); and SID CLEAR WATER MARINA, LLC ("SID"), made and executed as ofthe last date of the parties signing below, is for the pmpose of documenting the parties' agreements with respect to the refund, payment, and application of certain permitting and impact fees paid by SID to the City. Recitals A. Fifth Third, as lender, has extended a development loan to SID evidenced by a Promissory Note dated April 18. 2005, in the original principal amount of$19,8S0,OOO (the "Note") and other loan agreements and security documents (the Note and all other associated loan documents, collectively, the "Loan Documents"). The Loan Documents are secured by, among other things, a Mortgage and Security Agreement (the "Mortgagen) llod an Assignments of Rents, Leases, Profits & Contracts (the "Collateral Assignment"), both dated April18~ 2005, pledging as collateral for SI0'$ obligations under the Loan Documents certain real property and the rents and profits of that real property in Pine lias County, Florida (the "Property"). Fifth Third and SID agree that the Mortgage and Colla.teral Assignment constitute a first priority lien on the Property and all proceed$ thereof. A legal description of the Property is attached as Exhibit uA" B. S10 is delinquent in payment ofits loan with Fifth Third and is in default of the Loan Documents. Other events of default may have existed or may currently exist under !he Loan Documents, for which Fifth Third does not waive further default Or enforcement. C. SID has previously paid certain permitting or impact fees to the City associated with development of the Property. SID recently notified the City of its intent to abandon the current development plans for the Property and it has requested a refund of.~46.'6t ~prising certain ~ impact fees and unearned pennit fees now held by the City (the "Refunded Fees'of.'.., i./"IQ, q 13. ill ~C D. No other demand for the Refunded Fees has been made upon the City by third panies ~ on account of any alleged collateral interest in them. and the City has agreed to refund the Refunded 0 Fees but does not wish to incur liability to unknown parties. E. At the request 'of SID and Fifth Third, the: City has agreed to refund tbe Refunded Fees directly to Fifth Third on account of its liens, and SID consents to the City's pa)ment of the Refunded Fees to Fifth Third, but only in accordance with the teons and conditions of this Agreement. Terms of Aereement Now, therefore, in consideration of the mutual promises contained in this Agreement and for other valuable consideration, the parties agree as follows: 1 . Recitals. The foregoing Recitals are acknowledged by the parties to be true, accurate, and correct; are incorporated for all purposes into this Agreement; and constitute an integral part of it for all purposes. 2. Abandonment of Development Orders and Bundinl! Permits. SID, with the consent of Fifth Third, hereby abandons Development Orders BCP200507119 and BCP200507002. The Development Agreements and any and all related permits shall be considered rescinded and null and void as of the last date of the parties signing below. 3. Payment and Application of Refunded Fees. The City shall within five business days of full execution of this Agreement pay the Refunded Fees to Fifth Third. Fifth Third shall thereafter apply the Refunded Fees for SID's benefit to payment of interest, fees, and other charges on the loan in accordance with the terms of the Loan Documents. 4. Limited Riehl to Refund. Upon the occurrence of the conditions described in this section, and subject to the limitations period in Section 4, the City shall have a limited right to demand and receive from Fifth Third a refund of some or all of the Refunded Fees. The City's right to demand a refund under this section is subiect to the following conditions preceden!, each of which must be satisfied before Fifth Third is obligated to perform: a. The City is named a defendant in any legal proceeding in which one or more parties are claiming an entitlement to all or a portion of the Refunded Fees and demanding payment from the City (any such legal proceeding, a "Municipal Fee Litigation"). For purposes of this paragraph, "named a defendant" means the City is validly served with legal process for a casethat is timely filed within any applicable statute of limitation and for which personal or subject matter jurisdiction exists. b. Within five days of service oflegal process for any Municipal Fee Litigation in which the City intends to make a refund demand under this Agreement, the City make a written demand upon Fifth Third, electronically or by facsimile, followed by regular U.S. Mail, as follows: Kathi M. Gilbert Fifth Third Bank 1700 66th Street North, Suite 201 St. Petersburg, FL 33710 Facsimile: (727) 347-5245 kathleen.gilbert@53.com 2 ~ ~" With a copy to: Gregory M. McCoskey Glenn Rasmussen Fogarty & Hooker, r.A. P.O. Box 3333 Tampa, Florida 33601 Facsimile: (813) 229-5946 gmccoskey@glennrasmussen.com and specify particularly the sum of the Refunded Fees that are the subject of the demand. c. Within five days of service oflegal process for any Municipal Fee Litigation in which the City intends to make a refund demand, the City provide to Fifth Third copies of all pleadings, motions, or other papers filed in the pending action for which the refund demand relates, and within fifteen days of service of legal process for any case in which the City intends to make a refund demand, the City provide to Fifth Third copies of all correspondence or other documentation in the City's possession relating to the third-party demand for payment from the City or the damages claimed in the pending action. Upon the occurrence of all conditions precedent, Fifth Third shall within ten days pay to the City that portion of the Refunded Fees required by the Municipal Fee Litigation; however, Fifth Third shall have no obligation to refund any greater amount than the damages claimed against the City in the Municipal Fee Litigation, and under no circumstances will Fifth Third's refund obligation exceed the amount of the Refunded Fees originally paid to Fifth Third under this Agreement. The City shall thereafter file an answer in the Municipal Fee Litigation asserting all valid, applicable defenses, including an interpleader of the refunded fees. The City must in its interpleader action identify Fifth Third as the party the City believes is entitled to the interplead funds. The City's failure to observe this requirement shall be a breach of this Agreement for which damages may be recoverable. 5. Termination oftbis A2reement. Fifth Third's refund obligation to the City under this Agreement will fully and unconditionally expire on the date four years and one day from the Effective Date of this Agreement (the "Termination Date"). 6. Security for Contin2ent Refund Obli2ation. In consideration for the parties entering into this Agreement and Fifth Third incurring the contingent obligation to refund the Refunded Fees to the City upon the specific occurrence of any ofthe conditions set forth above, SID agrees that in the event it satisfies all loan obligations to Fifth Third arising from the Loan Documents before the Tennination Date of this Agreement, SID shall pay to Fifth Third in addition to any sums then necessary to satisfy the Loan Documents in full, and as a required payment 3 necessary for Fifth Third to issue a release or satisfaction of the Mortgage or any other Loan Document, an additional amount equal to the greater of (i) the Refunded Fees, or (ii) all swns Fifth Third reasonably deems necessary to satisfy any of its obligations under this Agreement (the "SID Security Deposit"). Fifth Third shall hold the SID Security Deposit for the benefit of SID in an interest-bearing deposit account or time instrument, and SID agrees to execute any docwnent as may be necessary to document the pledge of the SID Security Deposit as security for Fifth Third's obligations under this Agreement. lfprior to the Termination Date Fifth Third becomes obligated to perform its refund obligations to the City pursuant to this Agreement, Fifth Third shall be immediately entitled to setoff the SID ~. . Security Deposit without notice to SID. In.. the event a setoff is required, Fifth Third shall be entit.led ~ ~\;(.:, ./ to setofffrom the account holding the SID Security Deposit (1) any amounts paid or to be paid to the -:;,)." . // City pursuant to this A reement, and (it) any additional amount necessary to satisfy Fifth Third's '*-t\ admmistrative charges and its attorneys.(. ees and costs resulting from the City's demand or the setoff of the SID Security Deposit. At the Termination Date, any remaining balance from the SID Security Deposit and any interest earned by the SID Security Deposit shall be paid to SID within ten business days. Ifno demand is made by the City for a refund of the Refunded Fees prior to the Termination Date, SID shall be entitled to payment of the SID Security Deposit, plus all accrued interest, within ten business days following the Termination Date. In the event that SID has not satisfied the Loan Documents in full as of the date Fifth Third is required to refund the Refunded Fees to the City pursuant to this Agreement, the amount refunded to the City by Fifth Third shall be added to the balance then due on the Loan Documents as an additional advance of principal, and such advanced sums shall be secured by the Mortgage, the Collateral Assignment, or any other security instrwnent then securing the Loan Documents. 7. Release. As of the date of this Agreement, SID and its successors and assigns, do hereby, intentionally and without any undue influence whatsoever, fully remise, release, acquit, and forever discharge Fifth Third and the City, and their attorneys, agents, officers, and employees, of and from any and all rights, claims, counterclaims, liabilities, demands, actions, and causes ofaction, whether known or unknown, whether arising at law or in equity, which SID may have had, which it now has, or may have in the future, relating to payment of the Refunded Fees to Fifth Third in accordance with this Agreement. 8. V oluntarv Acceptance Of Aereement. In entering into this Agreement, all parties hereto acknowledge and represent that they have read and understand the Agreement; that they understand that this Agreement may constitute a waiver or release of legal rights or protections; and that they have had the opportunity to seek the advice of attorneys oftheir own choosing if so desired, or if they have failed to seek the advice of counsel, that they have done so knowingly and voluntarily. 4 9. Bindinl! Effect. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors-in-interest, assigns, representatives, employees, attorneys, and agents. Each party to this Agreement agrees to execute all documents reasonably necessary to effectuate the spirit and intent of this Agreement. 10. Intel!ration. This Agreement contains the entire agreement between the parties with respect to the matters contained herein and there are no other understandings or agreements, oral or otherwise, between the parties. 11. Governinl! Law. The validity, interpretation, construction, and enforcement of this Agreement shall be governed by the laws of the State of Florida, and the Circuit Court for Pinellas County, Florida, shall retain exclusive jurisdiction to resolve all disputes regarding this Agreement. 12. Attornevs' Fees And Costs. lfany party to this Agreement is forced to initiate legal action to enforce the terms of this Agreement, the prevailing party in such litigation shall be entitled to recover from the losing party in such litigation all attorneys' fees and costs, including fees and costs expended on appeal. 13. Counterpart Sil!natures. This Agreement may be executed in counterpart copies and by facsimile. SID CLEARWATER MARINA, LLC By: Its: Approved as to form: 1-1 ~ A Pamela K. Akin City Attorney CITY OF CLEARWATER, FLORIDA By: ~A:U... ~---rt illiam B. Horne II City Manager Attest: 5 9. Bindii12 Effect. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors-in-interest, assigns, representatives, employees, attorneys, and agents. Each party to this Agreement agrees to execute all documents reasonably necessary to effectuate the spirit and intent of this Agreement. 10. Inte2ration. This Agreement contains the entire agreement between the parties with respect to the matters contained herein and there are no other understandings or agreements, oral or otherwise, between the parties. 11. Governin2 Law. The validity, interpretation, construction, and enforcement ofthis Agreement shall be governed by the laws of the State of Florida, and the Circuit Court for Pinellas County, Florida, shall retain exclusive jurisdiction to resolve all disputes regarding this Agreement. 12. Attornevs' Fees And Costs. lfany party to this Agreement is forced to initiate legal action to enforce the terms of this Agreement, the prevailing party in such litigation shall be entitled to recover from the losing party in such litigation all attorneys' fees and costs, including fees and costs expended on appeal. 13. Counterpart Si2Datures. This Agreement may be executed in counterpart copies and by facsimile. FIFTH TlURD BANK SID CLEARWATER MARINA,LLC By: Kathi M. Gilbert Its: Vice-President By: Its: Approved as to form: CITY OF CLEARWATER, FLORIDA BY:~~ William B. Home II City Manager Attest: ~ Pamela K. Akin City Attorney - E. 5 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of Septem ber, 2007, by Kathi M. Gilbert, as Vice-President of FIFTH THIRD BANK, who ( ) is personally known to me or ( ) produced as identification. NOTARY PUBLIC: My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS J:he foregoin instrument was aCkn~ed before me this day of September, 2007, by WI UA , as HgJrn ~ of the CITY OF CLEARWATER, who ( is personally known to me or ( ) produced as identification. NO RY PUBLIC: 1/) Regina M. DeWItt . . My CommIIIIon 00315873 '+01':1 Expkes Mev 02, 2008 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this I~ day of September, 2007, bY~D"R~t.-r ~. ~o.(~ ,as MAN"'~ of SID CLEARWATER MARINA, LLC, who (v("is personally known to me or ( ) produced as identification. ,...........H................ ,... It ...,. .,...' AU.eN D. COWAN : _;tIl' CommIt DD04""O i ~. . ..,.,.. 1W112OD' : : ~ IIonllM IlWu (lIOO)43a-42i4! i.."..~.,...,.....~~~.~.~j 02537-06900278507 V1 6 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this J-=f: day of September, 2007, by Kathi M. Gilbert, as Vice-President of FIFTH THIRD BANK, who 'Ot) is personally known to me or ( ) produced as identification. NOTARY PUBLIC: ~~~~ My Commission Expires: ."!ft. BARBARA M1KLER ~ NolIIy NIIc . StIlI Ii FIaIIdI " ." CommIuIal. EJpiIw Jut 7, 2010 CommIIIIan . DO ~ IandId NIliInII ... The foregoin instrument was ackn~wJledged before me this n day of September, 2007, by WII, 13. ~ ,asCctv{ ~~ of the CITY OF CLEARWATER, who ( is personally known to me or ( ) produced as identification. NOTARY PUBLIC: ~ ""5)z.. <~.?U~ . Co mission Expires: STATE OF FLORIDA COUNTY OF PINELLAS ~1\ ftegIn8 M. DeWItt . ~ j My CommIIIIon DD315S73 ...../:1 ExpnI}My 02. 2001 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of September, 2007, by ,as of SID CLEARWATER MARINA, LLC, who ( ) is personally known to me or ( ) produced as identification. NOTARY PUBLIC: My Commission Expires: 02537-06900278507 V1 6