The URL can be used to link to this page

THIRD AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTYTHIRD AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY THIS THIRD AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND PURCI SE AND SALE OF PROPERTY (this "Amendment") is made and entered into as of thisday of July, 2023, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes (the "Agency"); the CITY OF CLEARWATER, a Florida municipal corporation (the "City"); and ARCHWAY CLEARWATER GARDENS, LLC, a Florida limited liability company (the "Developer", together with the Agency and City, the "Parties"). WITNESSETH: WHEREAS, the Agency and Archway Partners, LLC entered into that certain Agreement for Development and Purchase and Sale of Property dated August 23, 2021, as assigned to the Developer (the "Original Contract" attached hereto as Exhibit "1"); and WHEREAS, the Original Contract required the Developer to redevelop the real property commonly referred to as 1250 Cleveland Street, Clearwater, FL 33755 into no fewer than 80 residential, affordable dwelling units with a rooftop community garden that maintained the existing community garden; and WHEREAS, the City was made a party to the Original Contract solely for the purpose of contributing $75,000.00 to the Developer for "local government support" as contemplated by Sections 15.18 and 15.21 of the Original Contract; and WHEREAS, the Parties amended the Original Contract through a First Amendment to Agreement for Development and Purchase and Sale of Real Property (the "First Amendment" attached hereto as Exhibit "2") on February 14, 2022 to extend all relevant dates under the Original Contract so that the Developer could apply for an allocation of federal low-income housing tax credits or other financing issued by the Florida Housing Finance Corporation for the year ending December 31, 2022; and WHEREAS, the Parties amended the Original Contract through a Second Amendment to Agreement for Development and Purchase and Sale of Real Property (the "Second Amendment" attached hereto as Exhibit "3" and collectively with the Original Contract and the First Amendment the "Contract") on September 19, 2022 to allow for Developer to obtain public funds in a not -to - exceed amount of $3,000,000.00 from the Agency and $610,000.00 in HOME Investment Partnership Program funds from the City; and WHEREAS, the Parties now desire to enter into this Amendment to amend certain terms in the Contract relating to project timelines and change the location of the residential community garden among other minor revisions; and 1 NOW THEREFORE, for and in consideration of the mutual covenants and agreements of the parties, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged and agreed by each of the Parties, the Agency, the City, and the Developer do hereby covenant and agree as follows: 1. The Agency, the City, and the Developer do hereby mutually represent and warrant that the foregoing recitals are true and correct, and said recitals are hereby ratified, confirmed, and incorporated into the body of this Amendment. 2. Any capitalized terms utilized in this Amendment and which are not separately defined herein shall have the meaning ascribed thereto in the Contract. 3. Section 1.01(29) of the Contract is hereby amended to read as follows: 'Project" means no fewer than 80 residential, affordable dwelling units with a residential community garden which also maintains the existing community garden at the Project Site as contemplated in Section 4 of the Proposal and this Agreement and constructed substantially in accordance with the Project Plans and Specifications." 4. Section 3.06(a) of the Contract is hereby amended to read as follows: "The Project shall consist of no fewer than 80 residential, affordable dwelling units with a residential community garden which also maintains the existing community garden at the Project Site. The project shall be constructed in substantial conformity with Section 4 of the Proposal." 5. Section 6.09(a)(1) of the Contract is hereby amended to read as follows: "Developer's purchase of the Project Site is contingent upon Developer obtaining approval of the Application, resulting in a site plan approval of the Project for no fewer than 80 residential, affordable dwelling units with a residential community garden which also maintains the existing community garden at the Project Site as contemplated by Section 4 of the Proposal and this Agreement and to be constructed substantially in accordance with the Project Plans and Specifications." 6. Section 6.09(b)(4) of the Contract is hereby amended to read as follows: "The City shall have approved the Site Plan for the Project for no fewer than 80 residential, affordable dwelling units with a residential community garden which also maintains the existing community garden at the Project Site as contemplated by Section 4 of the Proposal and this Agreement and to be constructed substantially in accordance with the Project Plans and Specifications." 7. Section 3.03(a) of the Contract is hereby amended to read as follows: 2 "The Developer shall prepare and submit to the Executive Director of the Agency by no later than April 3, 2023, floor plans, site plans, and building facade plans for the Project for preliminary approval by the Agency." 8. Section 4.05 of the Contract is hereby amended to read as follows: "(a) Developer shall submit a completed Application as required by Section 3.03(b). (b) Developer shall obtain all necessary building permits by March 1, 2024. (c) Developer shall Commence Construction of the Project by April 1, 2024. (d) Developer shall have completed 50% of Construction by January 1, 2025. (e) Developer shall have completed 100% of Construction by October 1, 2025. (1) Developer shall begin pre -leasing the dwelling units by August 1, 2025. (g) Developer shall complete leasing the dwelling units by January 1, 2026. (h) Notwithstanding anything contained in this Agreement to the contrary, in the event that Developer is unsuccessful in obtaining an allocation of affordable housing tax credits or other components of the Project Financing in RFA 2021-205 or RFA 2021-202 issued by the Florida Housing Finance Corporation, then Developer shall have the right to request from the Agency an extension of all relevant dates in this Agreement by one year. The extension request shall expeditiously be brought before the Agency's Board of Trustees, provided, however, it is understood and agreed that the approval or denial of such extension request shall be at the sole discretion of the Agency's Board of Trustees." 9. Section 6.10 of the Contract is hereby amended to read as follows: "Closing. Provided all conditions to conveyance of the Project Site to the Developer have been satisfied including the issuance of all building permits, Developer shall purchase the Project Site on or before March 15, 2024 (herein referred to as the "Closing Date"). In addition to the Agency's authority to extend the Closing Date under Section 6.09(a), the Parties may mutually agree to change the Closing Date." 10. Section 7.02(a) of the Contract is hereby amended to read as follows: "The Developer shall construct the Project on the Project Site substantially in accordance with the Project Plans and Specifications. Subject to Unavoidable Delay and the terms and conditions in this Agreement, the Developer shall Commence Construction of the Project no later than April 1, 2024." 3 11. Section 7.02(b)(1) of the Contract is hereby amended to read as follows: "The Developer shall commence Vertical Construction of the Project by October 1, 2024. The Developer shall continue, pursue, and prosecute the Vertical Construction of the Project with reasonable diligence to substantial completion by the Completion Date and shall not at any time actually or effectively have abandoned (or its Contractor having actually or effectively abandoned) the Project Site. For purposes of this subsection (b), "abandoned" means to have ceased all construction work, including all or substantially all the construction work force withdrawing from the Project Site for a period of sixty (60) consecutive days, subject to Unavoidable Delays." 12. Section 15.03(a) of the Contract is hereby amended to read as follows: "All notices, demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by overnight courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer: Archway Clearwater Gardens, LLC 7575 Dr. Phillips Blvd., #390 Orlando, FL 32819 Attention: Brett Green With a copy to: Shutts & Bowen, LLP 200 S. Biscayne Blvd., Suite 4100 Miami, FL 33131 Attention: Robert Cheng To the Agency: Community Redevelopment Agency of the City of Clearwater P.O. Box 4748 Clearwater, FL 33758 Attention: Executive Director To the City: City of Clearwater P.O. Box 4748 Clearwater, FL 33758 Attention: City Attorney" 13. Exhibit "B" and Exhibit "H" of the Contract are hereby amended and the revised exhibits are attached hereto as Amended Exhibit "B" and Amended Exhibit "H" respectively. 4 14. Except as amended and modified hereby, the terms and conditions of the Contract and this Amendment are and shall remain in full force and effect. The Contract as modified by this Amendment, is affirmed, confirmed and ratified in all respects. 15. In the event of conflict or ambiguity between the terms and provisions of this Amendment and the Contract, the terms and provisions of this Amendment shall control to the extended of any such conflict or ambiguity. 16. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which, together, shall constitute one instrument. For the purposes of this Amendment, an executed facsimile or electronically delivered counterpart copy of this Amendment shall be deemed an original for all purposes. [Remainder of page left intentionally blank] 5 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the day and year first set forth above: Approved as to form: CRA Attorney Approved as to form: Matthew J. Mytych, Esq. Senior Assistant City Attorney 6 AGENCY: Community Redevelopment Agency of the City of Clearwater, Florida, a public body corporate and politic of the State of Florida. Brian J. Au Chairperson Attest: �a�uarumnrr V ELOPMrrr,„ yi.-it.,,l_uvut„U, Rosemarie Call �'` t.• ... •• . '59 O � CORPONre ..`fi City Clerk - �� ;Oct MSM•- J \\\ �ORIDA \\\\ 'tufa CITY: The City of Clearwater, a Florida municipal corporation. Brian J. Au Mayor Attest: Rosemarie Call City Clerk DEVELOPER: Archway Clearwater Gardens, LLC, a Florida limited liability company By: Archway Clearwater Gardens Manager, LLC, Manager of Archway Clearwater Gardens, LLC. By: Archway Partners, LLC, Manager of Archway Clearwater Gardens Manager, Brett Green, Manager of Archway Partners, LLC. STATE OF FLORIDA ) COUNTY OF Ora e ) The foregoing instrument was acknowledged before me by [Vi physical presence or [ ] online notarization, this 7.3"6 day of "MAyv., , 2023, by Brett Green, as Manager of Archway Partners, LLC, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced as identification. Isabelle McHugh Notary Public State of Florida Comm* HH317667 Expires 9/28/2026 7 Print Name: _ Notary Public AMENDED EXHIBIT "B" PROPOSED SITE PLAN 8 uwWMIL.mA1.R,wg6477mN 8tChaw+aMP.>A4nnee vLDFI8186M OC-m4.a Proposed Location for Resident Community Garden LOT zs 0 z !° NORTH GROVE STREET so LOT 20 C 7717 c 77[71c .101 I mar FF FL AS.75 FF EL 42_9 CLEVELAND STREET EEP RAMP) P60 PG 11 ry RAN (PROPERTY APPRA SER) Site Data Table Legend SITE LOCATION 1260 CLEVELAND STREET, CLEARWATER. FLORIDA 33755 PROPERTY PARCEL 10: 1,5-29-1,..5,:266-000-014 EXISTING WM USE VACANT COMMERCIAL PROPOSED LAND USE RESIDENTIAL AND MIXED USE TOTAL SITE AREA =SFa.3xACI BUILDING ARM 34,91 DU/ACRE DS ovACRE PAM NUMBER Of FLOOR, FLOORARIA RATIO n PROVIDED ns MAXI IMPERVIOUS SURFACE AMAL ASPILMT SIDEWALK i1ss BWIDING 19,363 SF TOTAL MSM SF IMPERVIOUS SURFACE RATIO 0 61 BLINDING HEIGHT. SMACK M_GaSTISIDE STREET E s ALLOY/ED PROVIDED SSL SIAL REQUIRED PROVIDED REQUIRED PARIONG: 81 a[MeED SPACES: 11 SPACE PER 1 UNIT PROVIDED PAWING ACCESSIBLE SPACES DI REGULAR SPACES GRAND TOTAL 100 "aBSPACES OPEEa. THE SUBJECT INE PER FIRM PANEL 1x10101081 FOR CITY OFCLEARWATER EODEI 1 Signage & Striping Notes 1 ALL PAVEMENT MAMINGS AND STRIPING - EXCEPT FOR STANONID PARNNO ST. LINES - SHAM BE THERMOPLLST IN COMPLIANCE WITH SECTION 711 OF THE FLORIDA DEPARTMENT OF TIMNSPORTATPN STANDARD SPECIFICATIONS FOR ROAD AND MIME CONSTRUCTION. LATEST MMON 1 STANDARD PARKING STALL UNES MAY USE PAINT IN COMPUANCE WITH SECTION 710 Of THE FLORIDA DEPARTMENT Of TRANSPORTATION STANDARD SPECIFICATIONS FOR ROAD AND BRIDGE CONSTRUCTION, LATEST EDITION 3, RETRCMUFLECIEVE PAVEMENT MARKERS SHALL BE PLACED IN ACCORDANCE WIEN THE ILMNS AhoPSTANDARD REQUIRED AT LATEST EDITION TOALL STOP SIGN LOCATIONS. STOP BAR SHALL BE ICKATED FOUR F.E,,E;IsLIEHIND CROSSWALK WHOM PRESENT MOP SKINS SHALL BF PLACED IN UNE WITH STOP 5 ALL PROPOSED CROSSWALKS SHALL BF ADA COMPUANT 6 ALL AND SIGMA. PER FOOT STANDARDS AND SPECIFICATONS MANUAL LATEST EDITION (INDEX NO 711-0011 wTCO MO THE Cm OF CLEARWATER ROAD mnSTRUCT1oN 7. UNLESS OTHERWISE Lc Site Keynote LegendCURB RAM Is r. NO. DESCRIPTION FOOT TYPE MRB 5102 FOOT TYPE 1. CURB DUMPSTER/COMPACTOR LOCATION nor STAMM, MOM SPACES 121111. ACCESSOLE PARKING SPMES CONCRETE SIDEWALK 5109 5 11 ASPHALT PAVEMENT 5112 2AL WIDE WHITE THERMOPLASTIC STOP BAR STOP MN 30. CONCRETE RAMP VWDETECTAMF wARNING SURFACE MOT INDEX 522-002 CONCRETE MIMI STOP BKYCLE PARKING RETAINING WALL CONCRETE TRANSFORMER PAD X 16L COMPACT SPAr_IM 9. X 241LARALLFL SPACES F I I FENCE PEDESTRIAN CROSSWALK WHEEL STOP ACCESSIBLE PARKING AREA. CONCRETE SIDEWALK CONCRETE PAVEMENT ASPHALT PAVEMENT FOOT RAMP OW PARKING SPACES E 8 Fhb 501 E Kennedy Boulevard Suite 1010 Tampa FL 33602 813.327.5450 Certificate of Aulhoriration Number FL 43932 Benchmark Notes ELEVATION ARE RASED ON CM OF CLEARWATER BENCHMA F-08 HAVING AN 1seeE`LNAVDM� T.0Ara ee NORTH VERTICAL DATUM ©0 IS 306 Feet Clearwater Gardens Multifamily 1260 Cleveland Street Clearwater, Florida 33755 Flexible land Development M88 31, 2023 Plan Review Site Plan C3.00 Sm. LA 66477.00 AMENDED EXHIBIT "H" DEVELOPER'S PROPOSAL 9 Project Name: Project Location: Total Number of Units: ARCHWAY PARTNERS PROJECT SUMMARY Clearwater Gardens 1250 Cleveland Street, Clearwater, Florida 33755 81 Units (New Construction) # Bedrooms # Baths Total Units Income target 1 1 13 30% AMI 1 1 20 60% AMI 1 1 19 80% AMI 2 1 2 30% AMI 2 1 3 60% AMI 2 1 3 80% AMI 2 2 5 30% AMI 2 2 8 60% AMI 2 2 8 80% AMI Total 81 Clearwater Gardens is the new construction of 81 units located at 1250 Cleveland Street, Clearwater, FL 33755. The project will be built in a four-story, midrise apartment building and will provide high quality housing to extremely low and low-income households. The development will consist of 52 one -bedroom units and 29 two- bedroom units serving households with an income level ranging from 30% to 80% of the Area Median Income. The primary funding source will be 9% Low -Income Housing Tax Credits. The development received $610,000 of funding through the City of Clearwater which was used as the Local Government Area of Opportunity (LGAO) funding priority for the 2022 FHFC 9% credit application. The Clearwater CRA is contributing a $3,000,000 subordinate loan, as well as providing seller financing for the land which is being purchased for $1.35MM. The Clearwater Housing Authority has also committed twenty (20) Project -Based Section 8 Vouchers to the development. This development will be complete with high quality features and finishes such as solid surface flooring throughout the units, granite countertops, energy efficient appliances and bathroom fixtures, window coverings, and adequate parking. All of the units will be developed with the same high-quality standard regardless of the income level of the resident occupying the unit. Upon completion, the development will obtain a green building certification from a nationally recognized organization, and it will meet all City and County code requirements. Clearwater Gardens will include in -unit washer and dryer hook-ups, a multi-purpose community room for resident programs, activities, and catering, as well as a library, coworking space, and tech lab. In addition, there will be a resident community garden located adjacent to the existing community garden on the NE corner of the property. Construction is expected to commence in Q1 2024 and take approximately 15 months to complete. Upon completion, the Project -Based Section 8 Units will be provided to the development from the housing authority's waiting list and the remaining 61 units will be leased to the general public. Lease -up is expected to take 2-3 months. 3 11111111!1111111i TL 11!1 I I - simmo +412 +40.33 3 6 1=111111111111111118111111M01 111111111IMMISCOSINIMIN pa* tAkik‘4 \O"' 0kk- c,CaOlc '31 CLEARWATER GARDENS C.*. St, CaProaer, 0. 11=1111111111111111•1111111.111.11.,1 on++. Check. Approval: PIP Oar 16,111263) BUILDING FLOORPLANS A1.02 24'-8" BEDROOM CLOSET BA UNIT Al - 1 BR KITCHEN ENTRY 605.0 sq. ft. 24,8. UNITA2.I BR 630.0sq. ft. 24.-8. ENTRY BEDROOM CLOSET BATHROOM. UAJIYH '..ENTRY LIVING KITCHEN UNIT A2-1BR-GR LEVEL VARIATION 630.0 sq. 8. BEDROOM CLOSET 26'-8' LIVING BEDROOM 1 KITCHEN CLOSET',. BATHROOMS BATHROOM LUNE.,....:. O„NR81-2BR 876.42 sq. 8. 11'4' 24'.0 940900M2 , CLOSET BATHROOM UNIT B2.2 BR BEDROOM I 1518450061. 92830 sq. fl. UNIT 82 -2 BR- GROUND LEVEL VARIATION 928.70 sq. 8. r LI 4/ -9 ILO BE BATHROOM BEDROOM UNIT ENTRY 780.00 sq. R 27'.8 1/8" BEDROOM2 BATMt006 AC BEDROOM OUNIT B3-2 BR -GR. LEVEL VARIATION 780.00 sq.8. i 4 ZMEN A ARCHITECTURE PAM 0.44.644 111111111111111511616801118111011111111 QR��ON �Rc 3* NOj FOR CLEARWATER GARDENS 01( MR SIII UNIT FLOOR PLANS A1.03 TOTAL 64,055 MANG MASS LEVEL A11/A2 111A 81761 299 63 254 MOnc ROA ON tor W Gl 10 3 2 15 19,543.52 S70299 00.12 14 6 2 22 19,121.60 10A•4 3 14 6 2 22 19.121.60 4 14 6 2 22 29.124.60 T994 92 21 8 81 76,906.92 103 12 115 % 69 20 11 150 89.56 10.44 ZMEN A ARCHITECTURE PAM 0.44.644 111111111111111511616801118111011111111 QR��ON �Rc 3* NOj FOR CLEARWATER GARDENS 01( MR SIII UNIT FLOOR PLANS A1.03 North Elevation - Perking 11F Ell!!® 1 271,:,teaastil — 1° iI El1I 's IE �t r I !i® s- OWest Elevation- N. Lincoln Av. ,..v EN MN MEM II i MI I East Elevation - N. Betty Ln. 1 1I,� it SaM Elevation - Cleveland St. GRAPHIC SCALE 01 100 201 500 PA* Moth R°c \o' NOSECRG CLEARWATER GARDENS Alma. SG. cr.ar...a 0. Caeckaa Approval PAR AAA anlealAl Ell G n°s' BUILDING ELEVATIONS A1.04 2 3 4 1111 1111. 111111 TII I n 1U ■I ■ I n III_ 1111111111111 1 �i 1111111111 11 III ■ ■ OLIO ..■I 1 3 1 1 __- E f BLMMT � UNIT'.._ I UNIT-- i1NR LEASING CLUBHOUSE A2 3352SF - +47.00 - T'i�'+47 06 +45.76= q`46154A2 1;,,.,� 9"1 J� iL_ ... i 11 llHllll AWLICOMMONAREA 1 UNIT A2 +42.9 P +41.0 L +45.4 +44.64 +442 +43.46 +42.8 +42.5 UNIT LWT UNIT. ,A2 22 83 - +429� T. 1-+42.9 +39.6 — _ +40.33 +412 BI 1 IN EV 1111 i II 1 1 [ 11 1 1..11. 1wo 9a9�. w.: na Wmro to D. GRAPHIC SCALE DS IDD 200 501 e ARCHITECTURE 171 619415,5 ri 'NSF iuoias' 111111111.1333331131131111 P O EO�OONs� CLEARWATER GARDENS c.ww m.. Chow* a. 6 CW rwr G BUILDING ELEVATIONS — COLOR lan A1.05A OWest Elevation - N. Lincoln Av. r.a Material Laaaad: • ■ Stucco Cob, Stuwe Cob s ❑ Stucco Color ■Stucco Accent 00 Noe: AI panne In a tr.r+ne.nA 00 101 301 sol 140, 47,0695 uaNSE A ARCHITECTURE 6 Dege PREL\Oo RRc �oN NIJt FARC CLEARWATER GARDENS FL111.111111.1111.11111111.11.11111 Lheckek Ane...: par IIVWCP3 941 BUILDING ELEVATIONS - COLOR A1.O5B Grow SSW 7,12 kiting IA YM®45.75' '.. SECTION DIAGRAM • MECHANICAL EOUIPM SCREENING • WORST CASE SCUPPER 71111111 PE HITCH ROOF PIAN wL_ \ice Cleveland StrM SCUPPER 0- 0 QQ0- 0-0 - 0 -0 Qui Q 0-0-01 00f 0fl -0—(-� 0-f300 00t 00 0-0 f700 00 00 0010- 0-. 0-0 -0 Q-0-00 — Q0 -0-0-0Q-0----170-00-- 00-II0-0.00-000-0-0-000-0-0000-00-- T 1011 W.ter Port FL 37139 A ARCHITECTURE e Pals OmuHPRun E�\M\NP ‘10311.- ‘3‘ CLEARWATER GARDENS Cw...rr a. Cr.+. RORS - Cluskeek ave 06011221 BUILDING FLOORPLANS ROOF PLAN AND SECTION A1.06 Preliminary Site Plans Clearwater Gardens Affordable Housing 1260 Cleveland St, Clearwater, Florida 33755 Parcel ID: 15-29-15-65286-000-0180 15-29-15-65286-000-0190 15-29-15-58788-000-0270 15-29-15-58788-000-0280 15-29-15-58788-000-0290 15-29-15-65286-000-0191 15-29-15-58788-000-0310 CR Island wa}I� IIAARog W A CONDO *sss tR ass Clearwater cavny V'.!WPOINI ON TH! bAY NAPUOR OAKS ASa0CIA 'ION ,.I 8LEN7'ADo, ES?ArFS clear.ole Country ChM KrYSt,r:e vet., Cnit lark Park Gaut u .:.i arlroM Ono GCCI CJh OOI, .v, h.OM 1. i54C RMANOi PAav ,,N 600 3NI l A Sc Drl u!,uw Sheet Index No. Drawing Title C0.00 Cover Boundary and Topographic Survey C2.00 Demolition & Erosion Control Plan C3.00 Site Plan 54.00 Grading & Drainage Plan 55.00 Utility Plan LI Landscape Plan L2 Plant Schedule L3 Landscape Notes L4 Landscape Details A1.02 Building Floor Plans A1.03 Unit Floor Plans A1.04 Building Elevations A1.05 Building Elevations - Color E1.02 Site Plan Photometrics E1.03 Site Fixture Cutsheets E 0 V .0s 501 E Kennedy Blvd Suite 1010 Tampa, FL 33602 813.327.5450 Certificate of Authorization Number FL #3932 Applicant/Owner Archway Clearwater Gardens,11c. Brett Green, President 7575 DR Philips Blvd, Ste 390 Orlando, Florida 32819 P 4173730711 Civil Engineer Vanesse Hangen Brustlin, Inc (VHB) 501 East Kennedy Blvd. Suite 1010 Tampa, FL 33602-5200 P 8133275450 Architect FK Architecture. 2555 Temple Trail Winter Park, Florida 32789 P 407.629.0595 Landscape Architect Envir amental PlaceMaker Design Studio, Ilc. 415 Plaza Drive Dunedin, Florida 34698 P 7277266124 Env Co. Name ENV Address and Phone Number Survey Geotechnical Engineer Polaris associate Inc. 2165 Sunnydale Boulevard, Suit D Clearwater, Florida 33765 P 727461 6113 Universal Engineering Science, Inc. 3018 22nd Avenue South 5t. Petersburg, Florida 33712 P 727.209.1500 June 1,2023 NOTES :AWES RASED ON ME KRIM 1110. -P -WAY LEE OF OF.AND EPEES MK =IMO AS POPO Cf A ROMA MOPED PIMEYOR ARO YAPPER. WPM. Pt MEMOS TO SAME PPS OR ROOMS SY ODER 114M DE MONO OR POPES PRIMPED. aSE▪ AM 140E0N) NTE NMI UT. UMW PRODOIR ATLASES MO OPOLE SWAM MOPEx OWSIOL0 TO Ent PAY PENIS 09 800113 TO ANEW OMOS MAX MOSE 10 IMPI COW.. 1 ALL PPP PONES IRE PPM. 111165 NOPEO OP. PERMIT. PIMPS I. OW.. . II MS SOWED IS 10T MEWED TO WOW PE LOCATION PI COMICS OF NW PRPOPIIIWAL MAMMA OR /, PE PIE OPP. TO RE IX MOD MC R I... TO ME FEDERAL OITERDENCY IEWAGEOM AMC`, rySx NM Wan PROPOSE MIME DATE ALIGLIST 2021). MAPS ASSEOATES. NW ME PM. PWRPOR MOM ASSLEIES DO PAWS FP ME WPM. P ODIPWRIAMP. ME MINOR Of ME W. IRE MOM PIORMCE PAPAPPWIT ELOPE C. LOPL MERMEN. AMP, 11AW40 PRIEWCION MEP SOOT WILDS 91011111 COVTACIED POP 10 MY SWEATS PPP WOE FREW MIS m:t Mow .SW PE 4 '"`xE PEVAION OAP PRISPIED PE am0 ssmsaFP RPM .s PD. DOXSOLIPS FOR IPS DUMP fIEEPARATIOWE PE SLIME MS MCNIMIEN MO. MTIFIED NM DE 0.31111114 PRIM 70 • OPEIPINETIENS OEM. 1.1769041,0= NMI :ON 11.L.9.7 Y.COYS EIEST,moospos orpRoARCo O., MD DiAt IT PIM M. PERRAPED BY MS PRP FP ME 0.1.110,4 OF MS &MET AMO INAT RESTFOGIVOIS MP WY OE MUM IN DE RUMS Of MIS COPPS lb. ELLPAIIPP MIE MED IN DP OF n.s vm w•mux 1m,ma my 1w (ww xsAs MO.. F-011 PPM w PIVOTS.m PO11 DEES 4,1 WYE. I. URGER HAVE FE. PES (I.X. ORwa UM DOOM IOWas) WO WES IITHIN LOCAI1CTM EE 017RERT F LOW° MON • WERE/0 WELDOR ALL TREE LCCADMIS SHOES TITLE COMMIMENTS DESCRIPTION S 0 ISSUED WOES REc• MO SE MU •0416. ;FIm 202101 mr 1-• ROTA RATER Of SUMEY C• f MOM, ESTAIE AS RECOILED Ea.xr MON.:, �D«A issa:RESEWm A<aAr 10 ROT A WATER CF R IS/AAS/1.1911/1100/01110 - MODS. IMO 0.91111.0 EDER • BYRE= AMU% MET • SCAMOROLEKILA. 41/0/4 110.41 MUMS BROM ARO CASSEL DU 1-9 PDT A WT. OF SUMP • w. aA/a itxxa, mMITY.OW MO .•� 1 m ui.,Ds Aps so.soLs probs.. ISSUED IMSON WARS MI▪ T I -0,0T A WEER OF SMOLT .an TA . AS REGORGED x PUT .•. x. AMO I. MO RAPERS POW an•ura MORA ROPPO ro 0 PARM o iz a G - rnGRESz ILS POW Sw[S E n 16S011ES WOwn • ▪ u, diab xavE wm C ISSUED ASSEL ME FCLLOMIC ANE "TOPAZ O 11 MOUTONS: 11191 1-1,101, IMMO Er SYR.. RESTROD011. CEDICADORS MOTOR RESERVATIMS. EASEMENTS MO ODER MATIEM 91011N NE FlAT Of RE -MORMON Cf IN Eur mm OIS 1 .. l w IS a MOOTS EMIL PROPERTY v Al NOME AS RECOILEDSMOW10, PDT A PATTER OF 9Abed OpAAsn iz • - rDOezx an amt sm2x ▪ • wA/ax NOW. I. CASSELr. • MOW wwmiiem w, 11191 1-8. Mt 4 NADER Ci WAS, Ia w tir •GW xDYL x l 3) 'warts ESTATE RaERn a Al NOM AS REGOam © HAM D w -,Danz me WMixA 159.53 IOPSW IWIENS RILEY • SGARDERODOS LLP, NELSOP WASPS WPO WFD PSSEL, S. 113 0.47 Ew/.r•DEO.:ter. lj AROOPO133 Iwarn EMATE PRIMER. a,. NOM, NAS xECD la. MP A PAPER Or WPC/ 0 PERCES St 11/PaPSPISTOWEGO/02.1- ADORE:: INF OWW,x•<. ISSUED OE NI. WILLMS RUE • aMa WIPM PRD. wvr O LATZ r r•. MD LESS ME PSI DO KU Of LOT IS MID LESS ME 50001 DO FEET OE LOTS le PAO 19. O F x•.x ...: Dx w.a. PRD D< o rx. zmc rcz aamA u PRO rT Of LOT 19 AP0 .L Or LOT SO Cf RE-SUOMPSION CE SOTS 11. 12. IS la MO lb OF TATE ACCORD. TO ME PI.At THEREOF. RECORDED IR 0.4T NOCE 11 PACE 24. PINELLAS RONDA O _._. Y_... y............ xG m dE rtAr nwKa. AEta¢fo ix Mi BmxE rx. OCOUNTY. aZ1, m rxx am Duzar. RECamGD E qAr wv iz sAa z. aPOuz O a ME ariuAs COUP, names Eur n�o,xar, ns aemwm x Eur AGGx�izx PWa(9 xl St B (go SITE 6 B Drew St Snap.T'ookz GOii B VU'Umate iaedicai AcaCemy urges2 .IC25 Angels P trove 31 i"-.^ & sone, Cieveiand St E.nergv Pro`essiona 9 NOT TO SCALE VICINITY MAP SECTION 15, TOWNSHIP 29 5, RANGE 15 E, PINELLAS COUNTY. FLORIDA CERTIFICATION MINED ID: ANONYM RAMMER, LLC.. AROMAY CLF.ANSPATO1 CARDEN, LLC. MIN. KNEEN LS 32.21 STATE Of FUN. 1250 CLEVELAND STREET EWE v SURVEY:BOUNDARY k TOPOGRAPHIC SURVEY ruruILn Em ARCHWAY CLEARWATER GARDENS, LLC. POLARISSS�SG Ilk PROFESSIONAL „ L8 E6113 2165 SUNNYDALE BOULEVARD. SUITE D CLEARWATER FLORIDA 33765 (727) 461-6113 TAIL A+_Ar: I m m' V�U>mWgxmrs I,7Drrx SANTIPT POW PS PS II) IA w1,0 114- 9150545101 ION Ix 12, 14 14 A• S Or ISG [14 R I2. y P ICH 7 10111. 10* 110 MRS 4 pj PARCEL bIszn 560-l0 M04555: 120 s POD FENCE ADO PEIGOIS PER PLAT ONR EPP 30 15 0 30 SCALE: SECTION 15, TOWNSHIP 29 S, RANGE 15 E, PINELLAS COUNTY, FLORIDA TREE LEGEND .- sky ITtEE a-a4TREE •. PDTILE SRL. WE ®.Ew • - CCM 41 a. alli. 1116 •.... ea e - emxa TEE a - mw. WPM oPE. TREE - a-IREE Tox pm. TREE LEGEND A/c u.. :ten COMO CORER MEMO 1: OS OLP LP ENCL +E gl COR CCM. CPO 0.0.4/1 PLE EON EiERG PE DEED DATA DEED DOE 1:11 DP CM. KM SPE EL DEPION OOP EPEE REMO= EP ESE OF POW.T ..11 PPE .a FED DATAFLOOR DOM OLPSPORIPPEN P El FOUNO .7120., PIR POP FOUND OPEN PPE inFOUND mo. OWE 12 a JPERT ELEA.LEN. EPEE LOWED WS RASIONPY WEE. I ME ESN MN M. aD.ee PET MOP P. PLS IMEESSONAL WO SPE.II v PROMS.. EPIVOR •4,rvm 11. . , ° RE n 912 m.n mem e 90 ue,u m u & m WORMY OEN. WE II( (EP OE PO PEE OPT PPE scoo POKE Ply - eo.o..+ i 4041-0F-4•. WE ©- CawEa RENA, OSPOIETE PERS REM - Eau Wit: anotoor PRE.. DOLE sr POST OE CELL rucnac TELEDM ELEC. r(� UWT PPE EIECTIOG WRIT Et MEANT ROOD 00 VETE PRET ORME MIT GUY WPOR LOTT P. OWE. UDE POLE POE ETIE 9E. EIER. GIS MEWED P. PIE. PIER WEED .0 SECTION PENTORPO TEL POSED. CROP. SEW/ WEARY LL D WTEEPEE RISERTREE 901TRETE 9014 SOSTWEE SIMAL POOUNDOEMO. C.ELE IEEE. WEERCPEE TELE.. WINEUNDERORCOP PI. OPTIC .11.UN0000111 FER (PDC OWED 901NERO.. FORMAN PAPERWCOPROUTO FORMA.OCEMEOLPO OAS PAPERLEOT010. WS WPM PEPEWEE° RECUR. P. mWER.001.0 RENE) PIER SW. EPUNDERGROPO SPE. MEP WM.UNCO.D. PERRY SERERTEEPEE liN0071WOE.. TOPPIPEWEERERCWO PATER OPENWel IMMK. GOTPOP POLE.UWE ALE PROPALE SMEARYPIEN 51001 CUM Wt _- -- W Cr SLOE eT CENTER LE OP 01. 1G WM UP M. MESS OPPOSE NOTE APPROPPIE OFUNSPERCUMG LAG WE "PREPPIE LOW. OF UNCEREREWS 1250 CLEVELAND STREET ESE o< 511.Er BOUNDARY & TOPOGRAPHIC SURVEY PREPPED FOR. ARCHWAY CLEARWATER GARDENS, LLC. POLARIS ASSOCIATES PROFESSIONAL SURVEYING LB 6113 2165 SUNNYDALE BOUIE YARD, SUITE D CLEARWATER, FLORIDA 33765 (727) 461-6113 *0 er:I IE 44 I�x 4n I m-01 1x I. WWIDAIwq\TamtaWNn.WfWayOeranwMFya arsnAoD nvn\66477oo-DpJxwv.Mn 0 3 Z NORTH GROVE STREET CLEVELAND STREET EDW./ (P) PO4, PG Tt 90• RAN (PROPERTY APPRA5[N Legend Demolition Notes ENSILING PROPERTY BOUNDATLA DLL FENCE REMOVE TREE TREE PROTECTION MEMICAOES I SEE SURVEY FOR EXISTING TREE LEGEND E. WE ANnswE DABS FOR TREE REMOVAL AND vmwnoN. 3 DEMOLITION WNW DULL WI BE UNITED TO THESE COOJMENTS CONTRACTOR TO VERITY ALL EXISTING CONDITIONS AND EXTENT Of REMOVAL OF RENS SNOWN PRIOR TO USING THE INFORMATION FOR BID PURROSID • ANY STRUCTURE NOT SHOWN TO BC REMOVED IS TO REMAIN UNLESS OTHERWISE INSTRUCTED BY THE OWNER OR ARCHITECT. OR REWIRED AI HELD CONDITION, ITEMS. 5 CONTRACTOR TO COMPLETELY REMOVE WM*. ASPHALT BASE URSE CONCRETE AND PMSTMGUTILTIES WAPPLICABLE) AS SHOWN BS ANDNECESSARY ro uLow FOR NEW CONSTRUCTION E. LOCAL CODES APPLY FOR ANY DEMOLITION SHOWN HEREON V CONTRACTOR TO COORDINATE WITH CCOMPANIES. BF D wHEREONRELOCATED HEON EARRW W CONnn xupTO FROCKS, AS To AVOID ANY aWATER ALL EXISTING FLORIDA WEN.° WELL CONTRACTOR IN ACCORDANCE WITH WEE MILD FBY LFAC. UNLESS 9 COND.-TOR TO COORDINATE THE REMOVAL OR RELOCATION OF THE OWING POWER POWS WRH LOCAL POWER COMPANY PRIOR TO CONSTRUCTION AS NECESMR, 10. CONTRACTOR TO HELD COORDINATE NM.. OF AM DDACCRION TO LIMIT PITHIRUPTION Of TRAFFIC FLOW AND DAILY OPERATIONS. 11. CONTACT ENGINEER DE RECORD TEM IMMEDMTELVR ANY UNDERGROUND STRUCTURES. FOUND WRNG MADATION. IMPEDE DE COMPLETION O CONSTRUCTION AS SHOWN. 12. SOME RDAS SHOWN TO BE REMOVED NIAV NEED TO BE RELOCATED TO OTHER AREAS MI SITE AI THE REOUEST OF THE OWNER. CONTRACTOR TO TIDO COORDINATE. 13 THERE MAY BE DOSTINGARRIGATION LINES IN DE AREA OF WORK THAT NEED TO BE REMOVED, REPLACED, RELOCATED OR REPAIRED THAT ME NOT SHOWN HEREON. CONTRACTOR TO FELD VERIFY TIE EXTENT Or PRIGATION WOR5 TO BE PERFORMED PRIOR TO BP COORDINATE RELOCATION WITH OWNER OR PRIOR TO RnOR TO aCIMIECIAUCTBON AS APPLICABLE CONTRACTOR SHALL uroESPEfAMACONRGN PT DEN BID FOR REMOVAL PAPLACFAHNT, IELOCAT.N OR WAN OF UNFORESEEN MEMO IRRIGATION USF OF CONTINGENCY EUNDS MUST BE APPROVED IN WRITING PRED TO USE AND ANY WANTAND UNUSED CONTINGENCY FUNDS SHALL BE RETURNED AT THE END Of THE PROWL. 14 CONTRACTOR SHALL ASMABE UTILDATION OF THE ERVING BASE COURSE UNDER NM ASPHALT VMEMGE.ME ALE.. EEM EMEUEMEEE, T NEEDS TO OCCUR FORM PROPER DRAMA'NCEN HERB., DGRADING MOVAL PUNFOR ARS. c 501 E Kennedy Boulevard Suite 1010 Tampa, FL 33602 813.327.5050 CR3,900te of Authorization Number FL 63932 Benchmark Notes ELEVATION ME BAUD ON OW OF ELURVIATER EV NORTH ANERIC` DOB FAVIN4 AN . VERTICAL DATUM TRKS MS`INAAS. RMI ©0 IS 30 60 Foot Clearwater Gardens Multifamily 1260 Cleveland Street Clearwater, Florida 33755 Flexible Land Development Plan Review Max 31, 2023 Demolition & Erosion Control Plan C2.00 66677.00 319.39H6,\imgl[6a1lm M36.7 -Q m yedl 16•Nno nvulu77W-SPA, Q 0 0 NORTH GROVE STREET LOT 25 LOT 2e F EL FF EL FF EL 429 EL CLEVELAND STREET m' NPRPTPPI (PROYARAISEFO r Site Data Table Legend SUE LOCADON: 1290 CLEVELAND STREET, PPOPERTI PARCEL 10 1S-29-17 442,4 w4-01.0 15-29-15.7111-030-0260 1 S-213-1541178.00-0310 PROPOSED LAND USE RESIDENTIAL AND TOTAL SITE AREA. 101.0711 n 66.3E M'IXFD USE BUILDING AREA amen DENSITY: 34,91 DwACRE 135 DU/ACRE MAW NUMBER OE FLOORS: 4 FLOOR AREA PAT.: 0.76 PROVIDED Ms MAC IMPERAOLIS SURFACE ARK ASPNALT: SLOBS SF 19,3 a3SF SF DAPERY10.15 SURFACE RAT. 0.61 BUILDING HEIGHT ALLOWED PROVWED SETBACK REQUIRED PROVIDED FRO115.11 `IN. GROVE ST, DOE STREET REQUIRED PARKING: SI REQUIRED SPACES II SPACE PER, UNIT FRONDED PARKING ACCESSIBLE SPACES AC`SSS P'xln PA EL nzGRANO TOTAL 11 BIKEMCIER.ACK FPACOR EVERY /0 VEHICLE PARKING, THE SUBJECT. PROPERTY UeSW.1H SOK FIRM PANEL 121.01007 Sun CITY DF CLEARWATER DATED T Signage & Striping Notes 1 ALL PAVEMENT MARKINGS ANO STRINNG • MERE FOR STANDAPO PAWING STALL LINES - SHALL BE THERMOPLAST IN COMPLIANCE WITH QCTION 711 OF THE FLORIDA DEPARTMENT OF TRANSPORTATION WANDARD SPECIFICATIONS FOR ROAD AND °RIDGE CONSTRUCTION, 2 STANDARD PARKING STALL LINES E PARC IN COMPLIANCE MTH SECTION 710 OF THE FLBRIORIDA CONSTRUCTION.1TS SPORT ON STANDARD SPECIFICATIONS FOR ROAD AND s PAVEMENT NOTION. xo PULED wAccanneE WITH THE PLANS AND FOOT STANDARD INDEE REQUIRED AT ALL STOP SIGN LOCATIONS STOP BAR NMIL BF LOCATED FOUR EDITIONFEET BENNO CROWN. WHERE PRESENT, STOP SIGNS SHALL BE PLACED IN LPN WITH STOP S ALL PROPOSED CROSSVaLE5 SHALL LIE ADA COMPIMPIT 6 ALL STAMM AND OM. NO. NONAGE PE 11.11. C0 AND THE Or R FOOT STANDARDS cLWwgi[ 1. R ROAD CONSTR CEION 7. LIN.S OTHERS. NOM, ALL CURB RAO. r. Site Keynote Legend NO. DESCRIPTION FOOT TYPE 10. 0.063 5102 5103 NPSTER/COMEAnaR LOCATION 5106 911V STANDAPO PARGING SPACES InCIN ACCESSIBLE PARTING SPACES CONCRETE SIDE.. CROSSWALK STRIPING ASPHALT PAVEMENT 5112 EP. VAIN WHITE xMATCOLAnKSTOP R.R SI IA CONCRETE RAMP W/OFTECTABLE WARNMG SURFACE MOT INDEX Q2.2 CONCRETE WHEEL STOP BICYCLE PARMNG SI M RETAINING WALL CONCRETE TRANSFCANIER FAD SIX ID COMPQT PAO. 5121 3.24' PARALLEL SPACES — — PROPERTY BOUNDARY I � I OPADKING SPACES FENCE PEDESTRMN CROWN. WHEEL STG• ACCESSIBLE MM. AREA CONCRETE SIDEWALK CONCRETE PAVEMENT ASPNALT PAVEMENT 'DOT RAMP WM 501 E Kennedy Boulevard Suite 1010 Tampa, FL 33602 813.327.5450 Certificate of Authorization Number FL *3932 Benchmark Notes ELEVATION ARE RASED ON CITY FOR HAVING AN OF 0F CLEARWATER 7mm NORTH ARSniuu VERTICAL DATUM Ism INAVouI ©0 15 30 6 FM Clearwater Gardens Multifamily 1260 Cleveland Street Clearwater, Florida 33755 MAN NexBde land Development Plan Review Site Plan Max 31 2023 C3.00 66077.00 Onninrioninnoon,rm.. Mnr.,nd amearOnxissen00.orawe 0 Z°N fot NORTH GROVE STREET • MLRi.eMaT LOT 25 LOT 28 o 0O 0 On-n"Cl o b 0 0 =CO 0 0 0 0 jam, 000000 000 000000�g40 4 RAISED GRAMINLET m A 1 LU MANAGEMENT SMEM ■frBl - !SBP. APARTMENT iRoaOnNNiRPLEO OROUTEDTO THE/Nous jTEM%""°LATER PIPE P _L r 1 CLEVELAND STREET 93. Riw )?ROPOORTYAPNPROIO SEw CPINECT TO EAST 24. RCP -T1 1 � Legend 1 Drainage Notes STORM DRAM DITCH BOTTOM INLET, MANHOLE PROPOSED CONTWx DRAINAGE MOW ARROWS I. AU STORMwATTA MES TO BF ADS TxML WALL NM OR APPROVED EQUAL 2 AM PC01 MANHOLES TO COMPLY VA31.1 MOT STANDARD PLAN INDEXES 325-001 AND 423.010 3. AU MITERED MIDSECTIONS TO COMPLY WITN TDOT STANDARD PLAN 1310(301.3.421 ALL STOMA PPE TO ADS DOAL WILL MPF OR APPROVED EQUAL 501 E Kennedy Boulevard Suite 1010 Tampa, FL 33602 813327.5450 Certificate of Authorization Number FL *3932 Benchmark Notes ELEVATION ME BASED ON on Or CLEARWATER 3-08 NAVING AN MI TWM NORTH AMERICAN VERTICAL DATUM 1900 N+ELEVATION 013 ©0 1f- Feet Clearwater Gardens Multifamily 1260 Cleveland Street Clearwater, Florida 33755 flexible Land Development Plan Review Max 31, 2023 Grading & Drainage Plan C4.00 66477.00 LW60oWo*T._66rn6BARI..,rCb,,.,N_14 aaaw1.nna n.,v6.47100-Iw.e.9 a 0 0 NORTH GROVE STREET tr p.z Bern FF EL ail CSION POTABLE WATER SERVICE IMP ANN TERI CLEVELAND STREET Ea Riw (P) PB 4, PG It 90' P06 (PROPERTY 40PPAISFP) T Legend a Fire Protection Notes PROJECT BOUNDARY SANITARY SEVER N [LEANN. WATT WEIN & GATE VALVE 1. PER TT NATI.DRIAL ORE MONCTON ASSOC.-ION NEIrat. 1..3.1.3: WINNE UNDERGROUND WATER MAINS ANN INORANTS MN TO BE MOAT D. NOY SMALL BE NSIALLm, couPLETEo ANON SERVICE PnoOC MR S11nrvoWOOL E. EONS STALL BE INTRUP0 AT AN EIGHTEEN GFORTY-NNW NOiucr MAXIMUM NONNI ;ROM FIELONFO 61.13£ TO 1HE CENTER Of TNE COOING. ANN SHALL BF RNNTEoSNENNA3. XL TVS SNAIL S No. T A SIGN POSTED VE NO To EIGHTEEN NT INCHES ABOVE TRE 0N1.1. M. INF LETTERS Lor IN SOI I. INCH REO LETTERS ON A WHITE TRCRGaa1No. cES Rocs AND TRE I.O.W. MALL IT SEVEE0 ABOUND90 NJ TIE MTOE SEVEN ANN ONE -NNE VW Ku N MONT Mb SOUR BSI FEET N TIE REAR 3. TN UNDERGROUND FIRE UNE OWL BE INSTALLED IN KCORNANCE NEPA EL 3013 E 0 .020.11.••• hb 501 E Kennedy Boulevard Suite 1010 Tamp, FL 33602 813.327.5150 Certificate of Authairation Number FL *3932 Benchmark Notes ELEVATION ARE BASED ON CITY OF OLE.RWATER BENCHMARKS. FOB RAVING AN OA ELEVATION OF 19d80 NOUN AMERICAN DATUM 199Be O. I5 f- Fee Clearwater Gardens Multifamily 1260 Cleveland Street Clearwater, Florida 33755 rarara Flexible Land Development Pian Review Utility Plan Max 31, 2023 orara C5.00 66477.00 vwcwu wEnT.mwwrn7mAe..,7.u.,,r,.rnwmenno Rra aenm-.r racommilm u u LJ L1 O -CS 0 .wry: APARTMENT BERLOING FF EL VANES FE EL .75 CLEVELAND STREET IP0DP ca rIwin PP4. AIVMwn PRUSFr 5a Ww I 37.683 4140 0 8454 19.229 HD75 Aerial Ladder Overall Length Overall Width Overall Body Height Min Body Ground Clearance Track Width Lock -to -lock time Curb to Curb Turning Radius 19 F 3 11 37.683ft 8.385ft 11.622ft 1.402ft 8.385ft 6.005 33.583ft P - Passenger Car Overall Length 19.000ft Overall Width 7.000h Overall Body Height 5.101ft Min Body Ground Clearance 1.116ft Track Width 6.000ft Lock -to -lock time 4.00s Curb to Curb Turning Radius 24.00011 501 E Kennedy Boulevard Suite 1010 Tampa, FL 33602 813.327.5450 Certificate of Authorization Number FL *3932 Benchmark Notes ELEVATION ARE BASED ON an OF CLEARWATER NW -WARM F-08 MARINO AN AN VERT... DANN.IENT w.w mror 7.azeax�Tx wnmrnx ©D 15 3060 Feat Clearwater Gardens Multifamily 1260 Cleveland Street Clearwater, Florida 33755 Flexible Land Development Plan Review Vehicle Tracking Max 31, 2023 ANTEREAREN C6.00 aa 66477.00 EXHIBIT "1" AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY 10 AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA AND ARCHWAY PARTNERS, LLC A FLORIDA LIMITED LIABILITY COMPANY 4831-0614-7495v.1 147454/00112 MIADOCS 22873161 5 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS Section 1.01 Definitions Section 1.02 Use of Words and Phrases Section 1.03 Florida Statutes ARTICLE 2. PURPOSE; PROPOSAL Section 2.01 Intent; Purpose of Agreement Section 2.02 Developer's Proposal Section 2.03 Cooperation of the Parties Section 2.04 Authorized Representative ARTICLE 3. LAND USE REGULATION AND RESTRICTIONS ON USE Section 3.01 Zoning Section 3.02 Redevelopment Plan Section 3.03 Permits Section 3.05 Concurrency Section 3.06 Not a Development Order or Permit Section 3.07 Perpetual Easement to the City over the Community Gardens ... ARTICLE 4. PROJECT PLANS AND SPECIFICATIONS Section 4.01 Site Plan Section 4.02 Preparation of Project Plans and Specifications Section 4.03 Coordination with City Review Section 4.04 Agency Review of Plans and Specifications.... ............... Section 4.05 Project Schedule ARTICLE 5. PROJECT FINANCING Section 5.01 Construction Financing Section 5.02 Notice of Developer's Default Section 5.03 Cure of Developer's Default by Lender Section 5.04 Construction Lender Not Obligated to Construct Section 5.05 Agency Cures Developer's Default ARTICLE 6. PROJECT SITE CONVEYANCE Section 6.01 Findings; Representations Section 6.02 Agreement to Sell and Purchase Section 6.03 Purchase Price Section 6.04 Site Evaluation Section 6.05 Title Section 6.06 Survey Section 6.07 Rights and Duties of Agency Section 6.08 Rights and Duties of Developer Section 6.09 Conditions to Closing Section 6.10 Closing Section 6.11 Closing Procedure Section 6.12 Possession Section 6.13 Condition of Title Section 6.14 Taxes and Assessments [GM 13-9216D-019/ 149622/ 1 ] 4831-0614-7495v.1 147454/00112 MIADOCS 22873161 5 ii Section 6.15 Section 6.16 Section 6.17 Section 6.18 Section 6.19 Covenants, Warranties and Representations Condemnation Real Estate Commission Maintenance of Project Site Radon Gas Notice ARTICLE 7. CONSTRUCTION OF THE PROJECT Section 7.01 Section 7.02 Section 7.03 Section 7.04 Section 7.05 Section 7.06 Section 7.07 Site Clearance Construction of the Project Maintenance and Repairs Project Alterations or Improvements Completion Certificate Agency Not in Privity with Contractors Repurchase of the Project Site ARTICLE 8. INSURANCE Section 8.01 Section 8.02 ARTICLE 9. ARTICLE 10. Section Section Section Section ARTICLE 11. Section Section Section ARTICLE 12. Section Section Section Section Section Section Section ARTICLE 13. Insurance Requirements Generally No Waiver of Sovereign Immunity... INDEMNIFICATION REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER 10.01 Representations and Warranties 10.02 Covenants 10.03 Covenant: Nondiscrimination 10.04 Survival REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY 11.01 Representations and Warranties 11.02 Covenants 11.03 Survival DEFAULT; TERMINATION 12.01 Default by Developer.... 12.02 Default by the Agency 12.03 Obligations, Rights and Remedies Cumulative..... 12.04 Non -Action on Failure to Observe Provisions of this Agreement 12.05 Termination 12.06 Termination Certificate 12.07 Remedies UNAVOIDABLE DELAY Section 13.01 Unavoidable Delay ARTICLE 14 FIRE OR OTHER CASUALTY; CONDEMNATION... Section 14.01 Loss or Damage to Project Section 14.02 Section 14.03 Section 14.04 Partial Loss or Damage to Project Notice of Loss or Damage to Project Subject to Financing ARTICLE 15. MISCELLANEOUS [GM 13-9216D-019/149622/1 ] 4831-0614-7495v.1 147454/00112 MIADOCS 22673161 5 iii Section 15.01 Assignments Section 15.02 Successors and Assigns Section 15.03 Notices Section 15.04 Severability Section 15.05 Applicable Law and Construction Section 15.06 Venue; Submission to Jurisdiction Section 15.07 Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement Section 15.08 Estoppel Certificates Section 15.09 Complete Agreement; Amendments Section 15.10 Captions Section 15.11 Holidays Section 15.12 Exhibits Section 15.13 No Brokers... Section 15.14 Not an Agent Section 15.15 Memorandum of Development Agreement Section 15.16 Public Purpose Section 15.17 No General Obligation Section 15.18 Local Government Support Section 15.19 Term; Expiration; Certificate Section 15.20 Effective Date Section 15.21 Cooperation of City Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" EXHIBIT LIST Project Site Description and Map Proposed Site Plan Special Warranty Deed Memorandum of Agreement for Development and Purchase and Sale of Property Agreement Expiration Certificate Survey Requirements and Certification Form of Completion Certificate Developer's Proposal [GM 13-9216D-019/ 149622/ 1 ] 4831-0614-7495v.1 147454/00112 MIADOCS 22673161 5 iv AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY This Agreement for Development and Purchase and Sale of Property located at 1250 Cleveland Street, Clearwater, FL 33755 ("Agreement") is made as of this August , 2021, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes ("Agency"), and ARCHWAY PARTNERS, LLC, a Florida limited liability company ("Developer"). WITNESSETH: WHEREAS, the Agency was created to implement the community redevelopment activities outlined under the Florida Community Redevelopment Act of 1969 codified as Chapter 163, Part III, Florida Statutes; and WHEREAS, § 163.380(1), Florida Statutes provides that a community redevelopment agency may sell, lease, dispose of, or otherwise transfer real property or any interest acquired in the real property for community development in a community redevelopment area to any private person; and WHEREAS, § 163.380(2), Florida Statutes provides that such real property shall be sold, leased, or otherwise transferred at a value determined to be in the public interest and that if the value of such real property is disposed for Tess than fair value, such disposition shall require the approval of the goveming body at a duly noticed public hearing; and WHEREAS, § 163.380(3)(a), Florida Statutes provides that prior to disposition of such real property the community redevelopment agency must give notice of disposition by publication in a newspaper having a general circulation in the community and invite proposals from private redevelopers or any persons interested in undertaking to redevelop or rehabilitate a community redevelopment area or any part thereof; and WHEREAS, on May 26, 2021, the Agency released Request for Proposals and Qualifications ("RFP/Q") #43-21 by publication in a newspaper having a general circulation in Clearwater, Florida requesting proposals to redevelop the real property commonly referred to as 1250 Cleveland Street, Clearwater, FL 33755 as an apartment or mixed-use urban infill development with a predominant residential component for the Project Site (as hereinafter defined) that retains or expands the existing community garden; and WHEREAS, the Developer submitted a proposal for redevelopment of the real property as an affordable housing project that maintains the existing community garden on June 25, 2021; and WHEREAS, representatives of the Agency and the City of Clearwater met July 2, 2021 and July 20, 2021 to evaluate said proposal and to make a recommendation to the Agency of whether to accept or reject the proposal; and WHEREAS, representatives of the Agency and the City of Clearwater recommended approval of the Developer's proposal; and WHEREAS, the Agency and Developer negotiated a definitive Development and Purchase and Sale Agreement setting forth the respective duties and responsibilities of the parties pertaining to the conveyance of the Project Site, and the design, development, construction, completion, operation and maintenance of the Project; and WHEREAS, at a duly called public meeting on August 16, 2021, the Agency approved this Agreement and authorized and directed its execution by the appropriate officials of the Agency; and WHEREAS, the Developer is a limited liability company organized under the laws of the State of Florida 4831-0614-7495v.1 147454/00112 MIADOCS 22673161 5 and the members (as that term is defined in the operating agreement of the Developer) of Developer have approved this Agreement and have authorized and directed certain individuals to execute this Agreement on behalf of Developer; and. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: ARTICLE 1. DEFINITIONS. 1.01. Definitions. The terms defined in this Article I shall have the following meanings, except as herein otherwise expressly provided: (1) "Act" means the Constitution of the State of Florida; Section 163.01, Florida Statutes, Part III, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes, other applicable provisions of law, and ordinances and resolutions of the City and the Agency implementing them. (2) "Agency" means the Community Redevelopment Agency of the City, as created by Resolution No. 81-68 of the City, adopted by the City Council on August 6, 1981, including any amendments thereto, and any successors or assigns thereto. (3) "Agreement" means this Agreement for Development and Purchase and Sale of Property, including all exhibits and amendments hereto. (4) "Agreement Expiration Certificate" means the instrument to be executed by the parties hereto as provided in Section 15.19 certifying that all obligations of the parties hereto have been satisfied and this Agreement has expired in accordance with its terms, the form of which is attached hereto as Exhibit "E." (5) "Agreement Termination Certificate" means the instrument executed by the parties hereto as provided in Section 12.06 stating that this Agreement has been terminated prior to its Expiration Date as provided in Section 12.05. (6) "Area" means the area located within the corporate limits of the City having conditions of slum and blight (as those conditions are defined in the Act) as found by the City Council in Resolution No. 81-67, adopted by the City Council on August 6, 1981 and as amended by Resolution No. 03-22, adopted by the City Council on May 1, 2003 and as subsequently amended thereafter. (7) "Authorized Representative" means the person or persons designated and appointed from time to time as such by the Developer or the Agency, respectively, pursuant to Section 2.04. (8) "Building Permit" or "Building Permits" shall mean, for all or any part of the Project to be constructed on the Project Site, any one or more permits issued by the City authorizing, allowing and permitting the commencement, prosecution and completion of construction to the extent provided in said permit(s). (9) "City" means the City of Clearwater, Florida, a Florida municipal corporation, and any successors or assigns thereto. (10) "City Council" means the governing body of the City, by whatever name known or however constituted from time to time. (11) "Closing Date" means the date on which tide to the Project Site is conveyed by the Agency to the Developer in accordance with and as contemplated by the provisions of Article 6 hereof. (12) "Commencement Date" means the date of Commencement of Construction. (13) "Commencement of Construction" or "Commence Construction" means the commencement of site work, utility relocation, above grade beams, floor slabs or other foundation component on the Project pursuant MIADOCS 22673161 5 to a properly issued foundation permit. (14) "Completion Certificate" means the certificate, in a form as set forth in Exhibit "G", to be executed by Agency and Developer stating that construction of the Project has been substantially completed. (15) "Completion Date" means the date on which construction of the Project is substantially complete as evidenced by a Completion Certificate. (16) "Contractor" means one or more individuals or firms constituting a general contractor or other type of construction contractor properly licensed by the State of Florida or other appropriate jurisdiction to the extent required by applicable law, authorized to perform construction contractor services in the State of Florida, bonded and insured to the extent required by applicable law and this Agreement, including the Developer or any affiliates of the Developer. (17) "Construction Financing" means the loan funds provided by the Construction Lender to the Developer during the term of this Agreement to pay the cost of developing and constructing the Project, or any portion thereof, on the Project Site, including, but not limited to, acquisition of the Project Site, financing costs, "soft costs," overhead, and the design, construction and equipping of the Project. (18) "Construction Lender" means any person or persons providing the Construction Financing or any portion thereof. (19) "Developer" means Archway Partners, LLC, a Florida limited liability company, and any successors and assigns thereof. (20) "Effective Date" means the date determined in accordance with Section 15.20 when this Agreement becomes effective. (21) "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. (22) "Expiration Date" means the date on which this Agreement expires, as evidenced by the Agreement Expiration Certificate being recorded in the public records of Pinellas County, Florida, as provided in Section 15.19 hereof. (23) "Impact Fees" means those fees and charges levied and imposed by the City, Pinellas County and any other govemmental entity on projects located on the Project Site for certain services impacted by development such as the Project. (24) investor" means the tax credit investor selected by Developer in its sole discretion and admitted to Developer or Developer's assignee pursuant to such entity's operating agreement or partnership agreement, and its successors and/or assigns. (25) "Lender" means any Construction Lender or Permanent Lender. (26) "Permanent Lender" means any lender which has made a loan or loans to Developer having a maturity date that is not less than five (5) years following the Completion Date, which may indude any lender refinancing the Construction Financing. (27) "Permits" means all zoning, variances, approvals and consents required to be granted, awarded, issued, or given by any govemmental authority in order for construction of the Project, or any part thereof, to commence, continue, be completed or allow occupancy and use, but does not include the Building Permit(s). (28) "Plan" means the community redevelopment plan for the Area, including the Project Site, as adopted by the City Council on September 18, 2003, by enactment of its Ordinance No. 7153-03, and including any MIADOCS 22673161 5 amendments to the Plan. (29) "Project" means the no fewer than 80 residential, affordable dwelling units with a rooftop community gardens that maintains the existing community gardens at the Project Site as contemplated by Section 4 of the Proposal and this Agreement and constructed substantially in accordance with the Project Plans and Specifications. (30) "Project Financing" means debt and equity financing obtained by Developer for the acquisition, construction, maintenance and operation of the Project, which shall include the Construction Financing. (31) Project Plans and Specifications" means the plans and specifications pertaining to the construction, installation and equipping of the Project, including the schedule for completing the Project. (32) "Project Professionals" means any architects, attorneys, brokers, engineers, consultants, planners, construction managers or any other persons, or combination thereof, retained or employed by the Developer in connection with the planning, design, construction, permit applications, completion and opening of the Project, but does not include the Developer. (33) "Project Site" means the tract of land located in the Area which is to be conveyed to the Developer by the Agency on which the Project will be located, as more particularly described and depicted on Exhibit "A? (34) "Proposal" means the proposal for redevelopment of the Project Site, dated June 25, 2021, submitted by the Developer to the Agency in response to the RFP, a copy of which is attached to this Agreement as Exhibit "H". (35) "RFP" means the Request for Proposals and Qualifications #43-21 initially published by the Agency on May 26, 2021 soliciting proposals from persons interested in redeveloping the Project Site in accordance with the Act and the Plan. (36) "Site Plan" means the depiction and description of the Project on the Project Site, the initial version of which is attached hereto as Exhibit "B." (37) "Termination Date" means the date on which this Agreement is terminated by any party hereto as provided in Section 12.05, and as evidenced by the Agreement Termination Certificate. (38) "Unavoidable Delay" means those events constituting excuse from timely performance by a party hereto from any of its obligations hereunder, as such events are defined in and subject to the conditions described in Article 13 hereof. (39) "Vertical Construction" means commencement of work on the Project pursuant to a properly issued Building Permit. (40) "Vertical Construction Date" means the date upon which a permit for construction of a building on the Project Site has been issued. 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 (2020), as amended from time to time. MIADOCS 22673161 5 ARTICLE 2. PURPOSE; PROPOSAL. 2.01. Intent; Purpose of Agreement. (a) The purpose of this Agreement is to further the implementation of the Plan by providing for the sale and conveyance of the Project Site to the Developer and the development, construction and operation of the Project thereon in accordance with the Project Plans and Specifications, all to enhance the quality of life, add new residents to the Downtown Core District, and improve the aesthetic and useful enjoyment of the Area through the eradication of conditions of blight, all in accordance with and in furtherance of the Plan and as authorized by and in accordance with the Act. (b) As provided in this Agreement, the Agency shall undertake certain public actions pursuant to the Act and in connection with the implementation of the Plan, including making the Project Site available for redevelopment and assistance in obtaining such approvals by govemmental authorities as are necessary for development of the Project. (c) As provided in this Agreement, the Developer shall carry out the redevelopment of the Project Site by obtaining approvals by govemmental authorities necessary for development of the Project as more particularly described in Section 3.04 hereof, obtaining the Project Financing, purchasing the Project Site from the Agency, constructing various private improvements on the Project Site, and causing the Project to be developed as described herein. 2.02. Developer's Proposal. (a) The Proposal for the redevelopment of the Project Site, specifically including the acquisition of the Project Site by the Developer from the Agency and the design, construction, equipping, completion and use of the Project, and each component thereof, is hereby found by the Agency and acknowledged by the Developer: (1) to be consistent with and in furtherance of the objectives of the Plan, (2) to conform to the provisions of the Act, (3) to be responsive to the RFP, (4) to be in the best interests of the citizens of the City, (5) to further the purposes and objectives of the Agency, and (6) to further the public purpose of eradicating conditions of blight in the Area. The parties recognize and agree that during the process of review and approval provided for in the Agreement the design of the Project may be subject to change and modification as may be either agreed to by the parties or required as provided herein or by the appropriate regulatory authority, and should any changes be necessary or desirable the parties agree that they will act expeditiously and reasonably in reviewing and approving or disapproving any changes or modifications to the Project. (b) Based upon and as a result of the findings set forth in subsection (a) above, the Proposal, including such changes and revisions as are provided by this Agreement, is hereby affirmed by the Developer and approved and accepted by the Agency. (c) The parties hereto find that the terms and conditions set forth in this Agreement do not, individually or collectively, constitute a substantial deviation from the RFP or the Proposal. 2.03. Cooperation of the Parties. The parties hereto recognize that the successful development of the Project and each component thereof is dependent upon continued cooperation of the parties hereto, 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 effort to ensure that such cooperation is continuous, the purposes of this Agreement are carried out to the full extent contemplated hereby and the Project is designed, constructed, equipped, completed and operated as provided herein. 2.04. Authorized Representative. (a) Each party shall designate an Authorized Representative to act on its behalf to the extent of the grant of any authority to such representative. Written notice of the designation of such a representative (and any subsequent change in the Authorized Representative) shall be given by the designating party to the other party MIADOCS 22873181 5 in writing in accordance with the procedure set forth in Section 15.03 hereof. (b) Except as otherwise expressly provided in this Agreement, whenever approval or action by the Developer or the Agency is required by this Agreement, such action or approval may, in the discretion of the party considering such approval or action, be taken or given by the Authorized Representative thereof. A party to this Agreement may rely upon the representation of the other party's Authorized Representative that such person has the requisite authority to give the approval or take the action being done by that Authorized Representative. A party may not later deny that its Authorized Representative had the authority represented to and relied upon by the other party or revoke or deny any action taken by such Authorized Representative which was relied upon by the other party. (c) The Developer does hereby notify the Agency that its initial Authorized Representative for the Project is Brett Green, its President. (d) The Agency does hereby notify the Developer that its initial Authorized Representative is Amanda Thompson, Executive Director. ARTICLE 3. LAND USE REGULATION AND RESTRICTIONS ON USE. 3.01. Zoning. On the Effective Date, the zoning classification for the Project Site is Downtown, abbreviated as "D.' 3.02. Redevelopment Plan. The Agency represents to the Developer and the Developer acknowledges that as of the date of the RFP and the Proposal the provisions of the Plan pertaining to the Project Site are consistent with the Project as contemplated by the Proposal. 3.03. Permits. (a) The Developer shall prepare and submit to the Executive Director of the Agency by no later than February 1, 2022, floor plans, site plans, and building facade plans for the Project for preliminary approval by the Agency. (b) The Developer shall prepare and submit to the appropriate governmental authorities, induding the City's Planning and Development Department ("Planning Department"), by no later than three (3) months following delivery to the Agency Executive Director as described in 3.03(a), a complete and sufficient application for Level I or Level II Flexible Standard Development Application, as the case may be, to allow development of the Project in accordance with the Project Plans and Specifications ("Application"), and shall bear all costs of preparing such applications, applying for and obtaining the Building Permits and Permits including applicable application, inspection, regulatory and Impact Fees or charges pertaining to the Project, including, but not limited to, any Building Permits or Permits, review, application, inspection, regulatory or impact fees. (c) The Agency, as the property owner, shall cooperate with the Developer in making the Application, and the Agency shall cooperate with the Developer in obtaining all necessary Permits and the Building Permits required for the construction and completion of the Project. (d) The Agency's duties, obligations, or responsibilities under any section of this Agreement, specifically induding but not limited to this Section 3.04, do not affect the Agency's or 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 or project regulation. The parties acknowledge that the Planning Department is an independent entity which is not a party to this Agreement and will render its independent decision conceming the Application and that therefore the Executive Director's preliminary approval given pursuant to Section 3.03(a) is not binding on the Planning Department. (e) Notwithstanding any other provisions of this Agreement, any required permitting, licensing or other regulatory approvals by the Agency or the City shall be subject to the established procedures and requirements MIADOCS 22873161 5 of the Agency or 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 Agency or 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. 3.04. Concurrencv. (a) The parties hereto recognize and acknowledge that Florida law (specifically, Part II, Chapter 163, Florida Statutes) imposes restrictions on development if adequate public improvements are not available concurrently with that development to absorb and handle the demand on public services caused by that development. The City has created and implemented a system for monitoring the effects of development on public services within the City. The Developer recognizes and acknowledges it must satisfy the concurrency requirements of Florida law as applied to the Project. Specifically, the Developer covenants and agrees to comply with the City's land development code, including providing to the City any and all data and analysis that shows the Project will be consistent with the goals, objectives and policies of the comprehensive plan for the City, adopted by the City and in effect on the Effective Date, and the Developer further covenants and agrees to comply with concurrency certification provisions of the City's land development code. (b) The Agency represents and warrants and the Developer acknowledges that as of the Effective Date the Project as contemplated by this Agreement does not require any reservation of capacity or to seek any approvals as a result of the concurrency requirements described in subsection (a). If legally obligated in the future to comply with such requirements, the Developer agrees to seek issuance of a concurrency compliance certificate or other similar document by whatever name known and a reservation of services capacity under the City's concurrency management system, and does further agree to maintain such certificate and reservation. The Developer covenants and agrees with the Agency to not undertake any action or fail to take any action, which would cause the City to revoke or invalidate the concurrency compliance certificate or the reservation of services capacity. 3.05. Not a Development Order or Permit. The parties do 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. 3.06. Permitted Uses. (a) The Project shall consist of no fewer than 80 residential, affordable dwelling units with a rooftop garden and that maintains the existing community gardens at the Project Site. The Project shall be constructed in substantial conformity with Section 4 of the Proposal. (b) The following uses are prohibited: (1) Any use that interferes with the public's use of the existing community gardens on the Project Site. Construction of the Project may temporarily impact the public's use of the existing community garden; however, once construction is complete, no use shall interfere with the public's use of the existing community garden; provided, however, the community garden may be fenced -off from the remainder of the Project. (2) Any other use that is not in substantial conformity with Section 4 of the Proposal. (c) Developer or any person or entity proposing to use the Project Site for a use not consistent with this Section 3.06, shall file with the Agency a request for a release of part or all of the restrictions imposed by this section. Within thirty days of receipt of such a request, the Agency shall consider such request and either deny the request which denial shall specify the reasons therefor, approve the request as filed, or approve the request subject to such terms, conditions and limitations as the Agency may require. Any such release of a restriction shall be evidenced by an amendment to this Development Agreement executed by Agency and the Developer and recorded in the public records of Pinellas County, Florida, the cost of which recording shall be paid by Developer. Nothing in this Section 3.07 is intended to effect or override any law, ordinance, regulation or other MIADOCS 22673161 5 legal restriction set forth in this Agreement. 3.07 Perpetual Easement to the City over the Community Gardens. The Developer must grant and deliver to the City or its heirs, successors, licensees, or assigns, a perpetual exclusive easement over the area existing as a community gardens on the Project Site as of the Effective Date on terms, conditions, and a form deemed satisfactory to, and provided by, the City prior to the Commencement of Construction, solely for use as a community garden. ARTICLE 4. PROJECT PLANS AND SPECIFICATIONS. 4.01. Site Plan. (a) The Developer has prepared a preliminary Site Plan, a copy of which is attached hereto as Exhibit "B," that contemplates development of the Project consistent with this Agreement. The Developer agrees that during the term of this Agreement any material changes to the preliminary Site Plan or any subsequent versions of the Site Plan will be submitted to the Agency for approval. (b) The Site Plan approved by the Agency shall be the basis for and incorporated into the Project Plans and Specifications. 4.02. Preparation of Project Plans and Specifications. (a) The Developer shall prepare the Project Plans and Specifications in sufficient detail and description of the Project, graphically and narratively if requested, to allow the Agency the opportunity to determine if those plans and specifications are consistent with the Proposal, the Site Plan and the Plan. (b) (1) The Developer is responsible for the cost of preparing, submitting and obtaining approval of the Project Plans and Specifications. (2) The Developer has retained and shall retain the Project Professionals to prepare the Project Plans and Specifications and shall notify the Agency of the names of such Project Professionals and any subsequent changes thereto or additional Project Professionals retained with respect to the Project. The Developer shall cause the Project Professionals to prepare the Project Plans and Specifications. (c) (1) The Agency does hereby consent to the preparation of the Project Plans and Specifications, and any revisions thereto, by the Project Professionals, and the Agency will not unreasonably withhold, condition or delay approval of the Project Plans and Specifications. The Agency hereby acknowledges and agrees that the selection of the Project Professionals is the sole responsibility of, and within the sole discretion of, the Developer, and the Agency will not participate, and has not previously participated, in such selection by the Developer. (2) The parties hereto mutually acknowledge and agree the Project Professionals are not, individually or collectively, agents or representatives, either expressed or implied, of the City or the Agency. (d) The Developer shall provide the Project Plans and Specifications to the Executive Director of the Agency for review and approval, which approval shall not be unreasonably withheld, conditioned or delayed, prior to submittal of the Application. The Agency and the Developer recognize and acknowledge the need for expedited review of the Project Plans and Specifications and approval by the Agency. (e) The Project Plans and Specifications contemplated by subsection (d) shall be sufficient for a determination by the City required by the ordinances and regulations of the City. 4.03. Coordination with City Review. The Developer has represented to the Agency and the Agency acknowledges the need to expedite the process for review of the Project Plans and Specifications and the MIADOCS 22673161 5 issuance of any Building Permits and Permits. The Agency agrees to use its best efforts to coordinate and expedite its review of the Project Plans and Specifications with any review or approvals by the City or other govemmental entities. 4.04. AQencv Review of Proiect Plans and Specifications. (a) During the term of this Agreement, the Agency's review and approval of the Project Plans and Specifications is a prerequisite for issuance of the initial Building Permit for construction of the Project, or any part thereof. Amanda Thompson, the Executive Director, is hereby delegated by the Agency to review and approve the Project Plans and Specifications for substantial compliance with the Site Plan. (b) Upon the Developer submitting the Project Plans and Specifications to the Agency for review, the Agency agrees to diligently proceed with and complete its review of the Project Plans and Specifications and respond to the Developer as soon as reasonably possible after receipt thereof, but in no event later than fifteen (15) days after receipt of such Project Plans and Specifications, and advise the Developer in writing of the Agency's reasonable objections thereto or that the Project Plans and Specifications have been approved as submitted. If the Agency does not disapprove the Project Plans and Specifications or any modifications thereof within fifteen (15) days following receipt by the Agency, such Project Plans and Specifications or modifications thereto, as applicable, shall be deemed approved by the Agency. (c) If the Agency gives written notice of specific objections to or deficiencies in the Project Plans and Specifications as provided in subsection (b), then the Agency and the Developer shall expeditiously, diligently and reasonably negotiate to resolve such objections. (d) If the Project Plans and Specifications submitted to the Agency by the Developer substantially comply with this Agreement, including being substantially in accordance with the Site Plan, and further the purposes of the Plan, the Agency shall approve the Project Plans and Specifications as submitted, and shall notify the City and other pertinent governmental entities of such approval and recommend the City and such other pertinent governmental entities give such approvals and issue such Permits and Building Permits or licenses as are necessary for development of the Project. (e) If the Developer does not dispute the objections to any proposed Project Plans and Specifications contained in any notice from the Agency, it shall submit revised Project Plans and Specifications satisfying such objections. Any changes in the Project Plans and Specifications made by the Developer in response to such a notice shall be made without charge to the Agency. 4.05 Project Schedule. (a) Developer shall submit a completed Application as required by Section 3.03(b). (b) Developer shall obtain all necessary building permits by July 31, 2022. (b) Developer shall Commence Construction of the Project by August 31, 2022. (c) Developer shall have completed 50% of Construction by April 30, 2023. (d) Developer shall have completed 100% of Construction by December 1, 2023 (e) Developer shall begin pre -leasing the dwelling units by October 1, 2023. (f) Developer shall complete leasing the dwelling units by March 1, 2024. (g) Notwithstanding anything contained in this Agreement to the contrary, in the event that Developer is unsuccessful in obtaining an allocation of affordable housing tax credits or other components of the Project Financing in RFA 2021-205 or RFA 2021-202 issued by the Florida Housing Finance Corporation, then Developer shall have the right Developer shall have the right to request from the Agency an extension of all MIADOCS 22673161 5 relevant dates in this Agreement by one year. The extension request shall expeditiously be brought before the Agency's Board of Trustees, provided, however, it is understood and agreed that the approval or denial of such extension request shall be at the sole discretion of the Agency's Board of Trustees. ARTICLE 5. PROJECT FINANCING. 5.01. Proiect Financing. (a) If the Developer elects to obtain Construction Financing, the Developer shall use its reasonable efforts to obtain from each Lender a term sheet for provision of the Construction Financing as soon as is reasonably possible. Upon obtaining such Construction Financing, the Developer shall notify the Agency that it has obtained said financing and provide to the Agency the name and address of the Lender. (b) If permitted by the terms of the Construction Financing, the Agency shall have an affirmative right, but not an obligation, to cure any default by the Developer under the Construction Financing. The parties recognize and acknowledge that the Agency's right under this paragraph (2) is not intended to be superior or ahead of any lien or right of any Lender on Lender to enforce its rights and remedies under the financing documents pertaining to the Project Financing. (c) The Developer covenants and agrees with the Agency that the proceeds of the Construction Financing shall be solely for the purpose of paying costs and fees related to the development and construction of the Project and that such proceeds, together with its own funds or other funds available to it from capital sources shall be sufficient to pay the costs of acquiring the Project Site and the development, construction and completion of the Project. 5.02. Notice of Developer's Default. (a) The Developer covenants and agrees with the Agency that Developer shall notify the Agency in writing within 5 days of Developer receiving notice that Lender declares the Developer to be in default or if an event of default has occurred under the financing documents for the Construction Financing. The notice from the Developer to the Agency shall state the basis of the default by the Developer, shall identify the particular provision of the financing documents under which the Developer is in default and shall include copies of any pleadings in any proceeding instituted by the Lender incident thereto. (b) Any notice from the Agency to the Developer specifying an event of default by the Developer under Section 12.01 hereof shall, at the same time it is provided to the Developer, be mailed by the Agency to any Lender and Investor by certified mail, return receipt requested, at its address last given to the Agency by the Developer prior to such notice; provided, however, the failure of the Agency to mail any such notice or the Lender or Investor to receive any such notice shall not constitute a material breach or default of this Agreement by the Agency, nor shall it constitute a waiver by or prelude or delay the Agency from proceeding with or enforcing any right or remedy available to it under this Agreement. The notice from the Agency to the Lender shall state the basis of the default, the particular provision of this Agreement under which the Developer is in default and shall include copies of any pleadings in any proceedings instituted by the Agency incident thereto. The Agency agrees to accept a cure of any such default by Lender or Investor as if tendered by Developer. 5.03. Cure of Developer's Default by Lender. (a) (1) Following the Agency providing the notice under Subsection 5.02(b) hereof, the Lender or Investor may, but shall have no obligation to, at its election, cure or remedy the default by the Developer described in such notice. If the Lender or Investor elects to cure such default, it shall give notice of such election to the Agency and the Developer within sixty (60) days after the Agency issued its notice of default by the Developer as provided in Section 12.01 hereof. (2) So long as the Lender or Investor proceeds to cure or remedy the Developer's default of this Agreement, the Agency agrees not to exercise any right or remedy available to it resulting from the Developer's default described in the notice and which the Lender has elected to cure for such period of time as shall be MIADOCS 22673161 5 reasonably necessary for the Lender or Investor to cure or remedy such default, including any time reasonably necessary for the Lender or Investor to obtain possession of the Project Site, if possession is necessary to enable the Lender or Investor to cure or remedy such default. (b) If a default by the Developer under this Agreement is timely cured or remedied by the Lender or Investor pursuant to this Section 5.03, then the Agency shall not have any rights or remedies against the Developer with regard to such default. (c) If the Lender or Investor elects to cure or remedy the Developer's default hereunder as provided in subsection (a) hereof, it shall then be subject to and bound by the provisions of this Agreement and the actions required to be taken to remedy or cure said default that, but for the default by the Developer, would have been applicable to the Developer. (d) If, as a result of the Lender or Investor curing or remedying a default by the Developer under this Agreement, the Lender completes the construction of the Project upon receipt of a written request by the Lender to the Agency for a construction Completion Certificate, the Agency shall execute and deliver to the Lender or Investor a construction Completion Certificate for the Project, in the same manner and procedure as if the Developer has requested such a certificate under Section 7.05 hereof. (e) Subsequent to a default under this Agreement by the Developer, if neither the Lender nor the Investor timely elects to cure such default as provided in subsection (a) hereof, or makes such election and proceeds to construct and complete the Project, but fails to complete such construction by the Completion Date (subject to extensions for Unavoidable Delays) and such failure shall not have been cured within sixty (60) days (or such longer period as may be reasonably necessary and mutually agreed upon by the Agency and the Lender or Investor, as applicable), then the Agency may proceed with any remedies available to it under Section 12.01 hereof. 5.04. Lender Not Obligated to Construct. (a) If the Lender elects not to cure a default by the Developer hereunder as provided in Subsection 5.03(a) hereof, the Lender and any other holder who obtains title to or possession of the Project Site, or any part thereof, as a result of foreclosure proceedings or any other action in lieu thereof, including (I) any other party who thereafter obtains title to the Project Site or such part from and through such holder or, (ii) any other purchaser at a foreclosure sale, or (iii) any other grantee under a deed in lieu of foreclosure, and any of such parties' successors and assigns, shall not be obligated by this Agreement to construct or complete the Project, or to guarantee such construction or completion or to perform any of the Developer's other agreements, obligations or covenants under this Agreement. (b) Nothing in this Section 5.04 or any other provisions of this Agreement shall be deemed or construed to permit or authorize any Lender or any other party obtaining title to or possession of the Project Site, or any part thereof, to devote the Project Site, or any part thereof, to any use, or to construct any improvements thereon, other than the uses and improvements provided in the Plan and in the Project Plans and Specifications, unless prior to commencement of such use, approval thereof is obtained from the Agency, which approval shall not be unreasonably withheld, conditioned or delayed. 5.05. Agency Cures Developer's Default. If prior to the issuance of the Project Completion Certificate, the Developer defaults under this Agreement or under, and to the holder of, any mortgage or other instrument creating an encumbrance or lien upon the Project Site, or any part thereof, if permitted by the terms of the Construction Financing, the Agency may cure such default or breach. In such an event, the Agency, as the case may be, shall be entitled, in addition to and without limitation upon any other rights or remedies or payment of any other amounts to which it shall be entitled by this Agreement, operation of law, or otherwise, to reimbursement from the Developer for all costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by the Agency in curing such default, together with interest thereon at a per annum rate equal to twelve percent (12%) until such amount is paid. The Agency shall have a lien on the Project Site for the amount of such reimbursement; provided, that any such lien shall be subject and subordinate to the lien of any then existing mortgage of the Project Site in favor of the Lender. The Agency shall, if requested by MIADOCS 22673161 5 Developer or the Lender, execute and deliver to Lender an agreement in recordable form subordinating the Agency's lien to the lien of the Lender. ARTICLE 6. PROJECT SITE CONVEYANCE. 6.01. Findinas; Representations. (a) The Agency is the owner of the Project Site. (b) Developer desires to purchase from Agency and Agency desires to sell to Developer the Project Site. 6.02. Aareement to SeII and Purchase. The Agency hereby agrees to sell and convey the Project Site to Developer and Developer hereby agrees to purchase the Project Site from Agency, upon the terms and conditions set forth in this Article 6. 6.03. Purchase Price. The Developer shall pay to the Agency as the purchase price for the Project Site the sum of One Million Three Hundred Fifty Thousand and 00/100 Dollars ($1,350,000.00). The Agency agrees to accept a promissory note in the amount of the Purchase Price (the "Note") from Developer or its assignee as payment in full of the Purchase Price. The Note shall not bear interest and shall have a maturity date that is 40 years from the Closing Date and shall not require payments until maturity unless the Note has been accelerated. The Note shall be secured by a mortgage (the "Mortgage") which shall be junior in priority to the Construction Financing and all other loans comprising Project Financing. The Agency may assign the Note and the Mortgage to the City for any reason. 6.04. Site Evaluation. (a) From and after the Effective Date hereof during the term of this Agreement, the Developer and its agents and representatives shall be entitied to enter upon the Project Site for inspection, soil tests, examination, and such other matters and investigations as Developer deems necessary and appropriate. In this regard, no such examination will be deemed to constitute a waiver or a relinquishment on the part of Developer of its right to rely on the covenants, representations, warranties and agreements made by Agency or upon the agreements provided to Developer by Agency. Developer will restore any disturbance to the Project Site caused by its acts and will hold Agency harmless and indemnify Agency from and against any and all damages and liability occasioned by any claim asserted against Agency caused by such examination, excluding all damages and liability as a result of (i) a pre-existing condition on the Project Site, or (ii) the negligence and willful misconduct of the Agency. (b) Notwithstanding any other provision of this Agreement, in the event Developer does not receive approval of the Project after diligent effort and compliance with the timelines for submittal set forth herein and the procedural requirements of the City for submitting plans and specifications for approval to the City, Developer shall be entitled to terminate this Agreement as provided in Section 12.05 hereof. (c) Notwithstanding any other provision of this Agreement, in the event Developer is unable to obtain financing on commercially reasonable terms prior to the Closing Date, Developer may elect to terminate this Agreement as provided in Section 12.05. 6.05. Title. (a) Within three (3) months after the Effective Date, the Developer shall order from a title company of its choosing (the "Title Company), at Agency's expense, a commitment for the issuance of an owner's policy of title insurance for the Project Site in the standard form adopted by the American Land Title Association, at no more than the promulgated rate, accompanied by one copy of all documents affecting the Project Site which constitute exceptions to the commitment. This commitment shall be in the amount of the total Purchase Price MIADOCS 22673161 5 of the Project Site, shall show in Agency or the City, a good and marketable title in fee simple, free and clear of all liens and encumbrances without exception other than those permitted under the provisions of Section 6.13 hereof (the "Permitted Exceptions") in a form reasonably acceptable to Developer and shall be referred to hereinafter as the 'Title Commitment'. (b) If the Title Commitment, any update thereof or subsequent title commitment or the survey delivered to Developer in connection with the Project Site shows that the title is defective or unmarketable or that any part of the Project Site is subject to liens, restrictions, easements, encroachments or encumbrances of any nature whatsoever other than the Permitted Exceptions, Developer shall give Agency a reasonable time (not to exceed sixty (60) days after Developer has given written notice to Agency of any unacceptable conditions of title) within which to remedy or remove any such unacceptable conditions of title. Failure of Agency to remedy or remove any such unacceptable condition of title shall constitute a grounds for termination as provided in Section 12.05, unless Developer gives Agency its written waiver of such unacceptable condition of title. 6.06. Survey. (a) The Developer, shall engage a surveyor licensed by the State of Florida to prepare a current survey of the Project Site within 180 days of the execution of this Agreement (b) The survey shall: (1) Include the sealed Survey Certification attached hereto as Exhibit "F" for the Project Site. (2) Set forth an accurate metes and bounds description of the Project Site, which metes and bounds description shall be used for the purposes of conveying the Project Site to Developer hereunder, and the gross number of acres contained in the Project Site. (3) Locate all existing easements and rights of way, whether recorded or visible (setting forth the book and page number of the recorded instruments creating the easement). (4) Show any encroachments onto the Project Site from adjoining property and any encroachments from the Project Site onto adjoining property. (5) Show all existing improvements (such as buildings, power lines, fences, roads, driveways, railroads, underground pipelines, cables, etc.) and all rivers, creeks, drainage ditches or other water courses. (6) Show all dedicated public streets providing access to the Project Site and whether such access is paved to the property line of the Project Site. (7) Identify any flood zones as defined on Federal Flood Insurance Rate Maps (F.I.R.M.) for Pinellas County, Florida that affect the Project Site. (8) Show all applicable set back lines with reference to the source of the set backs. In the event the survey shows any encroachments of any improvement upon, from or onto the Project Site or shows any other matter of survey which is objectionable to Developer, in Developer's sole discretion, then Developer shall provide Agency with notice of such defect and the same shall be deemed a title defect and shall be treated as an objection to title by Developer as provided under Section 6.05(b). 6.07. Rights and Duties of Agency. (a) Agency shall cooperate in good faith with Developer in Developer's evaluation of the Project Site and shall execute all documents or perform such other acts, reasonably necessary to enable Developer to satisfactorily complete its evaluation of the Project Site and shall provide to Developer and its consultants any information or documents reasonably required by Developer and in Agency's or its consultant's possession which would assist Developer in such evaluation and preparation. MIAD0C5 22673161 5 (b) Agency shall reaffirm in writing to Developer that the covenants, warranties and representations set forth herein are true and correct as of the Closing Date. 6.08 Rights and Duties of Developer. Developer agrees to timely commence and pursue its evaluation of the Project Site hereunder in good faith; provided, however, at any time, Developer may cease such evaluations and terminate this Agreement as provided in Section 6.04(b). 6.09. Conditions to Closing. (a) The obligation of Developer to purchase the Project Site is subject to the following ("Conditions to Closing") unless waived by the Agency on or before the Closing Date: (1) Developer's purchase of the Project Site is contingent upon Developer obtaining approval of the Application, resulting in a site plan approval of the Project for no fewer than 80 residential, affordable dwelling units with a rooftop community garden and that maintains the existing community gardens at the Project Site as contemplated by Section .4 of the Proposal and this Agreement and to be constructed substantially in accordance with the Project Plans and Specifications. (2) The representations and warranties of Agency set forth herein being true on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date. (3) The Project shall be in compliance with the zoning, land use and concurrency requirements for the Project for no fewer than 80 residential, affordable dwelling units. (4) The Developer obtaining financing for construction of the Project on commercially reasonable terms. In the event the Conditions to Closing are not satisfied on or before the Closing Date, as hereinafter defined, the Agency may terminate this Agreement as set forth in Section 12.05 or may, at the Agency's option, extend the Closing Date for three (3) months to permit the Developer to satisfy the Conditions to Closing that are within the Agency's control. (b) The obligation of the Agency to convey the Project Site to the Developer is subject to the following unless waived by the Agency on or before the Closing Date: (1) The representations and warranties of the Developer set forth in Section 10.01 being true on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date. (2) The Developer is not then in default of this Agreement as provided in Section 12.01. (3) The Agency shall have approved the Project Plans and Specifications. (4) The City shall have approved the Site Plan for the Project for no fewer than 80 residential, affordable dwelling units with a rooftop community gardens and that maintains the existing community gardens at the Project Site as contemplated by Section 4 of the Proposal and this Agreement and constructed substantially in accordance with the Project Plans and Specifications. 6.10 Closing. Provided all conditions to conveyance of the Project Site to the Developer have been satisfied, Developer shall purchase the Project Site on or before the date which is 60 days after issuance of all Building Permits (herein referred to as the "Closing Date"). The parties may mutually agree to change the Closing Date, provided however that in no instance shall the Closing Date occur later than August 22, 2022. 6.11. Closing Procedure. MIADOCS 22673161 5 (a) At dosing, the Agency shall convey to Developer by special warranty deed, in the form attached hereto as Exhibit "C", title in fee simple to the Project Site, free and dear of any and all liens, encumbrances, conditions, easements, assessments, restrictions except those permitted in this Agreement and the Permitted Exceptions. (b) At closing, the Agency shall execute and deliver to Developer and Title Company an Affidavit of No Liens in a form satisfactory to Title Company and Developer, so as to cause Title Company to remove the "gap," unrecorded easements and other standard exceptions from the Title Commitment including all construction liens and parties in possession. (c) At closing, the Agency shall deliver to Title Company and Developer a certified copy of the organic document (e.g., the ordinances and resolutions) and all amendments thereto, that legally formed Agency and/or pursuant to which Agency holds title to the Project Site, along with evidence satisfactory to Title Company of Agency's authority to execute and deliver the documents necessary or advisable to consummate the transaction contemplated hereby. (d) At closing, the Agency shall deliver an endorsement to the Title Commitment required herein and such further instruments as may be required by Developer, Developer's counsel or the Title Company to vest in Developer title of the Project Site as provided herein, all at Agency's expense. (e) At closing, the Developer shall pay the Purchase Price for the Project Site to Agency as provided in Section 6.03 by delivery of the Note. (f) The Project Site is currently exempt from ad valorem real estate taxes. Commencing on the Closing Date, Developer shall be responsible for all ad valorem real estate taxes on the Project Site and any personal property taxes. (g) Agency shall pay all special assessments and taxes, interest and penalties levied against the Project Site prior to the Closing Date. (h) Other than the Business Lease Contract between the Agency as landlord and Clearwater Community Gardens, Inc. as tenant, having an effective date of , 2020 (the "Community Gardens Lease"), Agency has terminated all leases for the Project Site or any part thereof and all tenants will have vacated the Project Site by the Closing Date. The Agency reserves the right to not terminate the current term of the Community Gardens Lease, provided, however, the Agency covenants not to extend or renew the Community Gardens Lease. (i) Agency shall deliver to Developer all original documents pertaining to the Project Site induding licenses and permits, if any. (j) The Developer shall pay for all documentary stamps and transfer taxes, if any, for the deed, and for the preparation, recording for all closing documents, its own attorney's fees, the premiums for the owner's title insurance policy, and for recording the deed and all other closing costs and expenses. (k) Closing shall be conducted at the offices of the [Title Company]. 6.12. Possession. Exclusive possession of the Project Site shall pass to Developer upon completion of the closing. 6.13. Condition of Tide. Title to the Project Site at the time of conveyance shall be free of all liens, restrictions, easements, encroachments and encumbrances of any nature whatsoever except the following (the "Permitted Exceptions"): MIADOCS 22673161 5 (a) Real estate taxes for the year of closing and subsequent years that are a lien but not yet due and payable. (b) Comprehensive land use planning, zoning and building ordinances, regulations and requirements adopted by govemmental or municipal authority having jurisdiction. (c) Those additional exceptions as contained in the Title Commitment which Developer, in its sole and absolute discretion, has elected to accept. 6.14. Taxes and Assessments. Agency agrees to pay all taxes and assessments that become a lien on the Project Site prior to the Closing Date promptly when due. All special assessments applicable to any portion of the Project Site, delinquent taxes and delinquent installment of special assessments, together with any penalties and interest thereon, shall be paid by Agency on or before the Closing Date. 6.15. Covenants, Warranties and Representations. Agency hereby covenants, warrants and represents to Developer that: (a) The title of Agency to the Project Site hereby sold is absolute, good and marketable and free and clear of all liens and encumbrances except for the Permitted Exceptions. (b) Agency will have the full legal power to own and convey the Project Site as provided for herein, following conveyance to the Agency of that portion of the property owned by the City. (c) There are no legal proceedings pending, threatened or contemplated against Agency or the City in any court, tribunal or administrative agency which affect the Project Site or which give or will give rise to any claims or liens against the Project Site or affect Agency's right to transfer the Project Site. (d) There are no rights of possession, use, rights of first refusal or otherwise to the Project Site outstanding in third persons by reason of unrecorded leases, land contracts, sale contracts, options or other documents. (e) No work has been performed or is in progress on or at the Project Site and no materials have been furnished to Agency or the Project Site or any portion thereof which after dosing could give rise to any mechanics', materialmen, or other liens, and at the closing, Agency shall furnish to Developer an affidavit attesting to the absence of any such liens or rights to liens. (f) No assessment for public improvements or otherwise have been made against the Project Site which remain unpaid, including without limitation, any special assessments or those for construction of water, sewer, gas and electric lines, nor have any been proposed. (g) Agency has no information or knowledge of any change contemplated in the applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent land owners or natural or artificial conditions upon the Project Site which would prevent, limit, impede or make more costly the present or proposed use of the Project Site, provided, however, the City is in the process of adopting amendments to the land development code, but, if adopted, it will not adversely affect the proposed use or contemplated development of the Project Site. (h) From and after the date hereof, Agency shall refrain from (1) making any material changes on or about the Project Site; (2) creating and incurring or permitting to exist any mortgage, lien, pledge or other encumbrance in any way affecting the Project Site; or (3) committing any waste or nuisance on the Project Site. (I) From and after the date hereof, and at any time prior to transfer of title to Developer, Agency shall not grant, sell or convey any interest in the Project Site, including easements or rights of way, to any person, corporation (public or private), governmental body or political subdivision without the written permission of Developer. MIADOCS 22673161 5 (j) (1) Compliance with Environmental Law. Agency has: (1) materially complied with all applicable Environmental Law; and (ii) not received any notice of alleged outstanding violation of Environmental Law, nor does Agency have knowledge of any facts or circumstances that could constitute such a violation. To the best of Agency's knowledge, there are no Hazardous Substances on, above, within, underneath or in groundwater underlying the Property which exceed applicable standards under any Environmental Law, other than the contaminants described in the Phase!! ESA. (2) Definitions. For purposes of this Article 7, the terms in this paragraph (2) shall have the following meanings: (1) "Hazardous Substances" means any substance or material: (a) identified in Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601, as the same may be amended from time to time; or (b) determined to be toxic, a pollutant or contaminant, under Federal, state or local statute, law, ordinance, rule or regulation or judicial or administrative order or decision, as same may be amended from time to time, including but not limited to (i) hazardous wastes as identified pursuant to the Resource Conversation and Recovery Act, 42 U.S.C. §6901, et seq., as the same may be amended from time to time, or (ii) pollutants, petroleum and petroleum products as defined in either Chapter 403 or Chapter 376, Florida Statutes, as the same may be amended from time to time. (ii) "Environmental Law" means any Federal, state or local statutory or common law relating to pollution or protection of the environment, including without limitation, any common law of nuisance or trespass, and any law or regulation relating to emissions, discharges, releases or threatened releases of Hazardous Substances into the environment (including without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances. (k) Agency has no knowledge of any adverse fact relating to the physical condition of the Project Site or any portion thereof which has not been specifically disclosed in writing to Developer, including without limitation landfills, hazardous wastes, fault lines, sinkholes or other geological conditions or adverse soil conditions. (1) Agency has no knowledge that any commitments have been made to any govemmental authority, utility company, school board, church or other religious body, homeowners' association, or any other organization, group or individual relating to the Project Site which would impose an obligation upon Developer or its successors or assigns to make any contributions or dedications of money or land or to construct, install or maintain any improvements of a public or private nature on or off the Project Site. (m) There are no facts known to Agency materially affecting the value of the Project Site which are not readily observable by Developer or which have not been disclosed to Developer or identified by Developer in its site investigation. (n) There exists no violation of any requirement or condition to current zoning or land use classifications applicable to the Project Site. (o) The Project Site is not included in any national, state, county or municipal historic registry or similar classification, nor does the Project Site include any historical or archeological artifacts. (p) The Agency has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby and neither this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation of any order, rule, regulation, agreement or instrument or any charter or organizational documents to which the Agency is subject. No further approvals or consents by third parties or govemmental bodies are required in order for the Agency to enter into this Agreement and consummate the transactions contemplated hereby. (q) The covenants, representations and warranties of the Agency as contained herein shall be true and MIADOCS 22673161 5 correct as of the Closing Date and shall survive the closing of this transaction. 6.16. Condemnation. In the event that prior to the Closing Date, all or. any portion of the Project Site or any rights or easements therein shall be taken by condemnation or rights of eminent domain or like process, or shall be threatened therewith, and the same, in Developer's reasonable opinion, would have a materially adverse impact upon Developer's use of the Project Site, Developer shall, within fifteen (15) days after having received notice thereof from Agency, elect in writing to either (a) continue this Agreement in full force and effect, notwithstanding such taking or threatened taking, in which case Developer shall be required to continue the purchase of the Project Site, in which event Agency shall assign or pay to Developer the applicable portion of the proceeds payable under such condemnation proceedings, (b) delete the portion of the Project Site condemned or threatened to be condemned from this Agreement, with a proportionate reduction in the Purchase Price, or (c) terminate this Agreement. 6.17. Real Estate Commission. Developer and Agency represent that they have not used any brokerage services with respect to the conveyance of the Project Site to the Developer as herein contemplated. The Agency and the Developer shall each hold the other harmless and indemnify the other party, its respective successors, assigns, employees, directors and agents from any and all costs, damages, liabilities and expenses, including reasonable attorney's fees, incurred by reason of any claim for fee or commission of any kind based on the sale contemplated herein. 6.18. Maintenance of Proiect Site. Prior and up to the Closing Date during its continued possession, the Agency shall maintain the Project Site in good order. 6.19. Radon Gas Notice. (a) As required by Section 404.056(5), Florida Statutes, the following notice is hereby given to the Developer as the prospective purchaser of the Project Site, which may have buildings located thereon, and the Developer acknowledges receipt of such notice: "Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." ARTICLE 7. CONSTRUCTION OF THE PROJECT. 7.01. Site Clearance. The Developer shall be responsible for dearance of the Project Site such that it is in a condition ready for Commencement of Construction as of the Commencement Date. Permits issued by the City for pre -construction activities on the Project Site, including site clearance, shall not be considered a Building Permit for purposes of this Agreement. 7.02. Construction of the Project. (a) The Developer shall construct the Project on the Project Site substantially in accordance with the Project Plans and Specifications. Subject to Unavoidable Delay and the terms and conditions in this Agreement, the Developer shall Commence Construction of the Project no later than August 31, 2022. (b) (1) The Developer shall commence Vertical Construction of the Project by December 1, 2022. The Developer shall continue, pursue and prosecute the Vertical Construction of the Project with reasonable diligence to substantial completion by the Completion Date and shall not at any time actually or effectively have abandoned (or its Contractor having actually or effectively abandoned) the Project Site. For purposes of this subsection (b), "abandoned" means to have ceased all construction work, including all or substantially all the construction work force withdrawing from the Project Site for a period of sixty (60) consecutive days, subject to MIADOCS 22673161 5 unavoidable delays. (2) All obligations of the Developer with respect to commencement, continuation and completion of construction of the Project shall be subject to delays and extensions from time to time for Unavoidable Delay. The Developer shall not be deemed to be in default of this Agreement to the extent construction or completion of the Project, or any part thereof, is not complete by reason of Unavoidable Delay. (c) For purposes of this Agreement, 'completion," "complete," "substantially complete" or "substantial completion" means, that a temporary Certificate of Occupancy for each residential building has been issued by the City. (d) (1) Commencing on the fifteenth (15th) day of the calendar month following the calendar month in which the Commencement Date occurs and continuing until the Completion Date, the Developer shall make quarterly reports to the Agency in such detail and in such form as may reasonably be requested by the Agency as to the actual progress of the construction of the Project. (2) If the Agency reasonably believes adequate progress in the construction of the Project is not being made, the Agency shall give written notice to the Developer that adequate progress is apparently not being made in the Project and Developer shall have a period of ten (10) business days after receipt of such notice in which to respond to Agency as to why adequate progress is or is not being made toward completion of the Project. (e) (1) The Developer agrees that each contract between the Developer and a Contractor for the Project shall provide, among other things, that: (1) notice shall be given to the Agency of any material defaults thereunder by the Developer or the Contractor; and (ii) in the event of a material breach by the Developer of such contract that is not being contested by the Developer, the Agency shall have the right, but not the obligation, to cure any defaults by the Developer under such contract without penalty to the Agency or stoppage of the work. (2) If the Agency elects to cure a material default by the Developer under a contract between the Developer and a Contractor, upon receipt of a notice to that effect from the Agency, the Developer shall immediately deliver to the Agency all plans, specifications, drawings, contracts and addenda thereto pertaining to the construction of that part of the Project which are in its possession or control (and shall instruct the Project Professionals and any other persons in possession or control of such plans, specifications, drawings and contracts to deliver them to the Agency). (3) The right of the Agency to cure any default by the Developer as provided in paragraph (1) above shall be subject and subordinate to the right of the Lender to cure such default. 7.03. Maintenance and Repairs. During the construction of the Project, the Developer shall, at its own expense, keep the Project in good and dean order and condition and the Developer shall promptly make all necessary or appropriate repairs, replacements and renewals thereof, whether ordinary or extraordinary, foreseen or unforeseen. All repairs, replacements and renewals shall be equal in quality and Bass to the original work. When making such repairs, replacements or renewals, the Developer shall comply with all applicable laws, ordinances, codes and regulations. 7.04. Project Alterations or Improvements. During the initial construction of the Project, the Developer may, from time to time, make alterations and improvements, structural or otherwise, to the Project as the Developer deems desirable and consistent with the Project Plans and Specifications for the uses contemplated by this Agreement; provided, however, that prior to the commencement of any material alterations or improvements of sufficient size and scope as to constitute a material change in the previously approved Project Plans and Specifications, the Developer shall notify the Agency of such material change and shall submit a change, amendment or revision to the Project Plans and Specifications to the Agency for review as provided in Sections 4.03 and 4.04 hereof. Nothing in this Section 7.04 is intended nor shall be deemed to limit or restrict the exercise of governmental or regulatory powers or authority by the City or any other govemmental entity or to enlarge its regulatory authority. MIADOCS 22673161 5 7.05. Completion Certificate. (a) (1) Upon the substantial completion of the construction of the Project in accordance with the provisions of this Article 7 (particularly including subsection 7.02(c)), the Developer shall prepare and execute the Completion Certificate, which shall then be delivered to the Agency. Upon receipt of the Completion Certificate, the Agency shall promptly and diligently proceed to determine if construction has been completed substantially in accordance with the Project Plans and Specifications and this Agreement. Upon making such a determination the Agency shall execute the Completion Certificate and return it to the Developer. The date of the Completion Certificate shall be the date when the last of the parties shall have executed the Completion Certificate. (2) The Completion Certificate shall constitute a conclusive determination by the parties hereto of the satisfaction and termination of the obligations of the Developer hereunder to construct the Project; provided, however, that nothing in this Section 7.05 shall be a waiver of the rights, duties, obligations or responsibilities of the City or any other govemmental entity acting in its regulatory or governmental capacity or an approval of said construction for purposes of the issuance of a certificate of occupancy for the Project. (3) The parties agree that it is their intent that the review by the Agency for purposes of the Completion Certificate determination pursuant to this Section 7.05 is not to be an additional or duplicate inspection over and above that required for purposes of the Building Permit, including the issuance of a certificate of occupancy. The Agency agrees that for purposes of determining if the Project has been substantially completed in accordance with the Project Plans and Specifications, the issuance of a certificate of occupancy shall be a condusive determination of substantial completion for purposes of this subsection (a) and, if such certificate of occupancy has been determined to have been issued, then the Agency agrees to execute the Completion Certificate. (b) If the Agency shall refuse or fail to execute the Completion Certificate after receipt of a request by the Developer to do so, then the Agency shall, within ten (10) days after its receipt of such request, provide the Developer with a written statement setting forth in reasonable detail the reason(s) why the Agency has not executed the Completion Certificate and what must be done by the Developer to satisfy such objections so that the Agency would sign the Completion Certificate. Upon the Developer satisfying the Agency's objections, then the Developer shall submit a new request to the Agency for execution of the Completion Certificate and that request shall be considered and acted upon in accordance with the procedures in paragraph (ax1) for the original request. (c) The Completion Certificate shall be in a form sufficient to be recorded in the public records of Pinellas County, Florida. After execution by the Agency, it shall be promptly returned to the Developer who shall record the Completion Certificate in the public records of Pinellas County, Florida, and pay the cost of such recording. 7.06. Aaencv Not in Privity with Contractors. The Agency shall not be deemed to be in privity of contract with any Contractor or provider of goods or services with respect to the construction of the Project. 7.07. Repurchase of the Proiect Site. (a) In the event Developer does not commence Construction of the Project in accordance with the Project Schedule set forth in Sections 4.05 and 7.02 hereof, Agency shall have an option to purchase the Project Site upon the terms and conditions as set forth in this Section 7.07 (the "Property Option"). The Property Option shall be exercised by Agency within ninety (90) days following the last date on which Developer was required to commence Vertical Construction. The Property Option shall be exercised by Agency providing written notice to Developer of its intent to exercise the Property Option within said ninety (90) day period (time being of the essence with respect to such notice); provided, however, that Agency shall not have the right to exercise such Property Option in the event Developer cures its failure to commence Vertical Construction within thirty (30) days following its receipt of such written notice. If Agency should fail to provide such written notice of its exercise of the Property Option within said ninety (90) day period, then the Property Option shall immediately, automatically and permanently lapse. MIADOCS 22673161 5 (b) Upon proper and timely exercise of the Property Option, Agency and Developer shall undertake to dose the conveyance of the Project Site by Developer to Agency within sixty (60) days following the date of notice of the exercise of the Property Option upon the following terms and conditions: (1) The Project Site shall be acquired subject to any recorded mortgages, notes, or other debt instruments in favor of third parties encumbering the title to the Project Site as evidenced in the Public Records of Pinellas County, Florida. (2) The price to be paid by Agency to Developer for the Project Site shall equal the Purchase Price paid by Developer to Agency at closing less the amount of outstanding debt encumbering the Project Site pursuant to paragraph (b}(1) above that is assumed by the Agency. (3) The Project Site shall be conveyed by Developer to Agency pursuant to a special warranty deed, which deed shall be subject to taxes for the year of dosing and the other Permitted Exceptions to which the Project Site was subject on the Closing Date. (c) Upon the commencement of Vertical Construction by Developer in accordance with the Project Schedule, the Agency shall, within five (5) days of Developer's request, execute and deliver to Developer, in recordable form, a termination of the Agency's Property Option. (d) Upon conveyance of the Project Site to the Agency pursuant to the exercise of the Property Option, this Agreement shall terminate as provided in Section 12.05. (e) The Property Option shall survive a termination of this Agreement by the Developer pursuant to Section 12.05. ARTICLE 8. INSURANCE. 8.01. Insurance Requirements Generally. (a) The Developer agrees to purchase and maintain or cause its construction Contractor to purchase and maintain) in full force and effect such insurance policies with coverages generally applicable to projects in the State of Florida and Pinellas County similar in size and scope to the Project. All insurance shall be obtained from financially responsible insurance companies either duly authorized under the laws of the State of Florida to do insurance business in the State of Florida (or subject to legal process in the State of Florida) and shall be issued and countersigned by duly authorized representatives of such companies for the State of Florida. (b) The insurance coverages and limits shall be evidenced by properly executed certificates of insurance, copies of which shall be provided to the Agency during the term of this Agreement. No less than thirty (30) days written notice by registered or certified mail must be given by the Developer to the Agency of any cancellation, intent not to renew, or reduction in the policy coverages. (c) Nothing in this Agreement is intended or shall be deemed to be designed by the Agency as a recommended insurance program for the Developer. (d) (1) The Developer alone shall be responsible for the sufficiency of its own insurance program. The Agency will in no way be responsible to the Developer or any other party for any inadequacy of the Developer's overall insurance program. (2) The Agency shall be responsible for the sufficiency of its insurance program. The Developer will in no way be responsible to the Agency or any other party for any inadequacy of the Agency's overall insurance program. 8.02. No Waiver of Sovereign Immunity. Nothing in this Article 8 is intended or shall be deemed to constitute MIADOCS 22673161 5 a waiver in whole or in part of any sovereign immunity applicable to and that may be asserted by the City or the Agency. ARTICLE 9. INDEMNIFICATION. The Developer agrees to assume all risks inherent in this Agreement and all liability therefor, and shall defend, indemnify, and hold harmless the Agency, its officers, agents, and employees from and against any and all claims of loss, liability and damages of whatever nature, to persons and property, including, without limiting the generality of the foregoing, death of any person and loss of the use of any property, except claims arising from the negligence or willful misconduct of the Agency or Agency's agents or employees. This includes, but is not limited to, matters arising out of or claimed to have been caused by or in any manner related to the Developer's activities or those of any approved or unapproved invitee, contractor, subcontractor, or other person approved, authorized, or permitted by the Developer whether or not based on negligence. Nothing herein shall be construed as consent by the Agency to be sued by third parties, or as a waiver or modification of the provisions or limits of Section 768.28, Florida Statutes or the Doctrine of Sovereign Immunity. ARTICLE 10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER. 10.01. Representations and Warranties. The Developer represents and warrants to the Agency that each of the following statements is currently true and accurate and agrees the Agency may rely upon each of the following statements: (a) The Developer is a Florida Limited Liability Company duly organized and validly existing under the laws 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 and has consented to service of process upon a designated agent for service of process in the State of Florida. (b) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which 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, the Developer, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof: (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment, govemmental rule, regulation or order applicable to or binding on the Developer, (3) 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 the Developer under any indenture, mortgage, deed of trust, bank loan or credit agreement, the Developer's articles of organization, or, any other agreement or instrument to which the Developer is a party or by which the Developer may be bound. (c) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of the Developer enforceable against the Developer 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. (d) There are no pending or, to the knowledge of the Developer, threatened actions or proceedings before any court or administrative agency against the Developer, or against any controlling shareholder, officer, employee or agent of the Developer, which question 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 transactions contemplated hereunder or the financial condition of the Developer. (e) The Developer has filed or caused to be filed all federal, state, local and foreign tax returns, if any, which were required to be filed by the Developer, and has paid, or caused to be paid, all taxes shown to be MIADOCS 22673161 5 due and payable on such retums or on any assessments levied against the Developer. (f) All financial information and other documentation, induding that pertaining to the Project or the Developer, delivered by the Developer to the City and the Agency, was, on the date of delivery thereof, true and correct in all material respects. (g) The principal place of business and principal executive offices of the Developer are in Miami, Florida, and, until the expiration or termination of this Agreement, the Developer will keep original or duplicate records concerning the Project (such as construction contracts, financing documents and corporate documents) and all contracts, licenses and similar rights relating thereto at its office located in Miami, Florida, copies of which shall be made available to Agency upon 24 hours' written notice. (h) As of the Closing Date, the Developer will have the financial capability to carry out its obligations and responsibilities in connection with the development of the Project as contemplated by this Agreement, including the purchase of the Project Site from the Agency as contemplated by Article 6, subject to receipt of the Project Financing. (i) The Developer (with the assistance of its Project Professionals) has the experience, expertise, and capability to develop, cause the construction, and complete the Project and, oversee and manage the design, planning, construction, and completion of the Project, and to acquire the Project Site as provided herein. 10.02. Covenants. The Developer covenants with the Agency that until the earlier of the Termination Date or the Expiration Date: (a) The Developer shall timely perform or cause to be performed all of the obligations contained herein which are the responsibility of the Developer to perform. (b) During each year this Agreement and the obligations of the Developer under this Agreement shall be in effect, the Developer 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, the Developer. (c) The Developer shall assist and cooperate with the Agency to accomplish the development of the Project by the Developer in accordance with this Agreement and the Project Plans and Specifications and will not violate any laws, ordinances, rules, regulations, orders, contracts or agreements that are or will be applicable thereto, including the Plan and the Act. (d) The Developer shall comply with all provisions of the financing documents for any Construction Financing. (e) Subsequent to the Effective Date, the Developer shall maintain its financial capability to develop, construct and complete the Project and shall promptly notify the Agency of any event, condition, occurrence, or change in its financial condition which materially adversely affects, or with the passage of time is likely to adversely affect, the Developer's financial capability to successfully and completely develop, construct and complete the Project as contemplated hereby. (f) The Developer shall promptly cause to be filed when due all federal, state, local and foreign tax retums required to be filed by it and shall promptly pay when due any tax required thereby so as to avoid an uncured tax lien against the Project Site. (g) Subject to and except as permitted by Section 15.01, the Developer 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 without the prior approval of the Agency, unless the Developer is the surviving entity or retains a controlling interest in the consolidated or merged corporation, in which case no consent by Agency shall be required. In any event, prior to the expiration or termination of this Agreement, the Developer, will promptly notify the Agency of any changes to the existence or form of the limited liability MIADOCS 22673161 5 company of Developer. (h) The Developer 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 Developer unable to continue to observe and perform the covenants, agreements, and conditions hereof and the performance of all other obligations required by this Agreement. (1) Except for the removal of any structures, plants, items or other things from the Project Site after the Closing Date necessary for construction of the Project to commence and continue, the Developer shall not permit, commit, or suffer any waste or impairment of the Project Site prior to the earlier of the Termination Date or the Expiration Date. (j) Provided all conditions precedent thereto have been satisfied or waived as provided herein, the Developer shall design, construct and complete the Project such that it is substantially complete as set forth in Section 4.05 of this Agreement. 10.03 Covenant: Nondiscrimination. The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the marketing, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees of the Project Site. 10.04. Survival. The representations, warranties and covenants of Developer as contained in Section 10.01 and 10.02 hereof shall survive the conveyance of the Project Site to the Developer by the Agency. The representations, warranties and covenants of Developer as contained in Section 10.03 hereof shall survive the conveyance of the Project Site to the Developer by the Agency and Termination or Expiration. The Parties agree that the survival contained in this section automatically terminate on October 1, 2029. ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY. 11.01. Representations and Warranties. In addition to any representation, warranty and/or covenant contained in Section 6.15 hereof, the Agency represents and warrants to the Developer that each of the following statements is currently true and accurate and agrees that the Developer may rely on each of the following statements: (a) The Agency is a validly existing body corporate and politic of the State of Florida, is the duly created community redevelopment agency of the City under Part III, Chapter 163, Florida Statutes (known as the Community Redevelopment .Act of 1969), 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. (b) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Agency 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 Agency, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment, govemmental rule, regulation or order applicable to or binding on the Agency, (3) 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 the Agency 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 Agency is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of the Agency.outstanding on the Effective Date. MIADOQS 22873161 5 (c) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Agency is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of the Agency enforceable against the Agency 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. (d) There are no pending or threatened actions or proceedings before any court or administrative agency against the Agency, or against any officer of the Agency, which question the validity of any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Agency. 11.02. Covenants. The Agency covenants with the Developer that until the earlier of the Termination Date or the Expiration Date: (a) The Agency shall timely perform or cause to be performed all the obligations contained herein which are the responsibility of the Agency to perform. (b) During each year that this Agreement and the obligations of the Agency under this Agreement shall be in effect, the Agency 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 Agency. (c) The Agency shall assist and cooperate with the Developer to accomplish the development of the Project in accordance with this Agreement and the Project 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 Agency 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 be in violation thereof. (d) The Agency shall not request or recommend any rezoning of the Project Site, or any part thereof, which will prevent or adversely affect the development of the Project. (e) The Agency to the best of its ability, shall maintain its financial capability to carry out its responsibilities as contemplated by this Agreement and shall notify the Developer of any event, condition, occurrence, or change in its financial condition that adversely affects, or with the passage of time is likely to adversely affect, the Agency's financial capability to carry out its responsibilities contemplated hereby. 11.03. Survival. The representations, warranties and covenants of Agency as contained in Section 11.01 and 11.02 hereof shall survive the conveyance of the Project Site to the Developer by the Agency. ARTICLE 12. DEFAULT; TERMINATION. 12.01. Default by Developer. (a) Provided the Agency is not then in default of this Agreement under Section 12.02 hereof, the occurrence of any one or more of the following after the Effective Date shall constitute an event of default by Developer ("Developer Event of Default"): (1) The Developer shall fail to perform or comply with any material provision of this Agreement applicable to it within the time prescribed therefor; provided, however, that suspension of or delay in performance by the Developer during any period in which the Agency is in default of this Agreement as provided in Section 12.02 hereof will not constitute a Developer Event of Default under this subsection (a), and provided further, the failure to satisfy any condition precedent, including, without limitation, securing the Project Financing MIADOCS 22673161 5 shall not be construed as or deemed to be a default or an Event of Default hereunder; or (2) The Developer shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts as they become due or shall file a petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation or shall file an answer admitting, or shall fail reasonably to contest, the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Developer or any material part of such entity's properties; or (3) Within sixty (60) clays after the commencement of any proceeding by or against the Developer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed or otherwise terminated, or if, within sixty (60) days after the appointment without the consent or acquiescence of the Developer of any trustee, receiver or liquidator of any of such entities or of any material part of any of such entity's properties, such appointment shall not have been vacated. (b) (1) If a Developer Event of Default shall remain uncured thirty (30) days after written notice thereof to the Developer, then, in addition to any remedy available under Section 12.03, the Agency may terminate this Agreement or pursue any and all legal or equitable remedies to which the Agency is entitled, including an action for declaratory or injunctive relief. Notwithstanding anything contained in this clause (1) of this subsection 12.01(b) to the contrary. In the event the Developer has commenced to cure the Developer Event of Default but it is of such nature that it cannot be completely cured within thirty (30) days, then Developer shall have such reasonable additional time as is necessary to cure the Developer Event of Default provided that the entire cure period shall not exceed ninety (90) days after Developer's initial receipt of notice of the Developer Event of Default. Notwithstanding any provision in this Agreement to the contrary, if a Developer Event of Default shall occur prior to the Closing Date, Agency's sole and exdusive remedy shall be to terminate this Agreement. (2) Any time periods or deadlines provided in this Agreement shall be tolled or extended by the amount of time to cure any Developer Event of Default hereunder if such event affects the Agency's ability to perform by such deadline or the expiration of such period. (c) Subject to the rights of any Lender, any Contractor, creditors of the Developer, and others claiming a legal or equitable interest in the Project, or a portion thereof, if the Agency elects under Section 5.05 to cure a Developer Event of Default and complete the construction of the Project, all plans and specifications, working drawings, construction contracts, contract documents, Building Permits, Permits, management agreements, and financial commitments (all only to the extent assignable) with respect to the Project shall, if such default has not been previously cured, on the day following receipt by the Developer of notice from the Agency of its election to cure under Section 5.05, be deemed then assigned to the Agency making said election, without necessity of any other action being taken or not taken by any party hereto. The Developer shall transfer and deliver to the Agency upon making said election, all assignable Project Plans and Specifications, working drawings, construction contracts, contract documents, financial commitments, management agreements, and all Permits. The rights of the Agency under this Section 12.01(c) are subject and subordinate in all respects to the rights of Lender. 12.02. Default by the Agency. (a) Provided the Developer is not then in default under Section 12.01, there shall be an "Agency Event of Default" under this Agreement in the event the Agency shall fail to perform or comply with any material provision of this Agreement applicable to it; provided, however, that suspension of or delay in performance by the Agency during any period in which the Developer is in default of this Agreement as provided in Section 12.01 hereof will not constitute an Agency Event of Default under this subsection (a). (b) If an Agency Event of Default described in subsection (a) shall occur, the Developer shall provide written notice thereof to the Agency, and, after expiration of the curative period described in paragraph (b) below, may terminate this Agreement, institute an action to compel specific performance of the terms hereof MIADOCS 22673161 5 by the Agency or pursue any and all legal or equitable remedies to which the Developer is entitled; provided, however, if the Agency Event of Default occurs on or prior to the Closing Date; any monetary recovery by the Developer in any such action shall not indude any lost profits or consequential damages and shall be limited to bona fide third party out-of-pocket costs and expenses, including reasonable attorneys' fees, incurred by the Developer in connection with the negotiation of this Agreement as well as any investigation, due diligence, development, design or construction costs incurred by the Developer in connection with the proposed acquisition and development of the Project Site, unless any such Agency Event of Default was willful and committed in bad faith with reckless disregard for the rights of the Developer. If the Agency Event of Default occurs following the Closing Date, Developer shall provide written notice thereof to the Agency, and, after the expiration of the curative period described in paragraph (c) below, may terminate this Agreement, institute an action to compel specific performance of the terms hereof by the Agency or pursue any and all legal or equitable remedies to which the Developer is entitled; any monetary recovery by the Developer in any such action shall include any lost profits or consequential damages in addition to reimbursement for bona fide third party out-of- pocket costs and expenses, including reasonable attorneys' fees, incurred by the Developer in connection with the negotiation of this Agreement as well as any investigation, due diligence, development, design or construction costs incurred by the Developer in connection with the proposed acquisition and development of the Project Site. (c) The Developer may not terminate this Agreement or institute an action described in paragraphs (a) or (b) above if the Agency cures such Agency Event of Default within thirty (30) days after receipt by the Agency of written notice from the Developer specifying in reasonable detail the Agency Event of Default, or if any such Agency Event of Default is of such nature that it cannot be completely cured within such period, then within such reasonably longer period of time as may be necessary to cure such Agency Event of Default. If the Agency is proceeding diligently and in good faith to cure such Agency Event of Default, the curative period shall be extended for a period of not exceeding an additional thirty (30) days without any approval or consent of the Developer being required, but such approval will be required (and shall be given or withheld in Developer's sole discretion) if the curative period is to be extended beyond the aggregate of sixty (60) days after the notice of such Agency Event of Default has been given by the Developer to the Agency. If the Agency shall fail to cure such Agency Event of Default within said thirty (30) day or longer period (as extended above) or ceases to proceed diligently to timely cure such Agency Event Default, then the Developer may proceed with its available remedies without providing any additional notice to the Agency. (d) Any time periods or deadlines provided in this Agreement shall be tolled or extended by the amount of time to cure any Agency Event of Default hereunder if such event affects the Developer's ability to perform by such deadline or the expiration of such period. 12.03. Obligations. Rights and Remedies Cumulative. Unless specifically stated herein to the contrary, the specified rights and remedies to which either the Agency or the Developer are entitled under this Agreement are not exclusive and are intended to be in addition to any other remedies or means of redress to which the Agency or the Developer may lawfully be entitled and are not specifically prohibited by this Agreement. The suspension of, or delay in, the performance of its obligations by the Developer, while the Agency shall at such time be in default of their obligations hereunder shall not be deemed to be a Developer Event of Default. The suspension of, or delay in, the performance of the obligations by the Agency while the Developer shall at such time be in default of its obligations hereunder shall not be deemed to be an Agency Event of Default. 12.04. Non -Action on Failure to Observe Provisions of this Agreement. The failure of the Agency or the Developer 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 Agency or the Developer may have, and shall not be deemed a waiver of a subsequent default or nonperformance of such term, covenant, condition or provision. 12.05. Termination. (a) The Developer and the Agency acknowledge and agree that as of the Effective Date, certain matters mutually agreed upon by the parties hereto, which are essential to the successful development of the Project, MIADOCS 22673161 5 have not been satisfied or are subject to certain conditions, legal requirements or approvals beyond the control of any of the parties hereto or which cannot be definitely resolved under this Agreement. In recognition of these events or conditions, the parties hereto mutually agree that, provided the appropriate or responsible party therefor diligently and in good faith seeks to the fullest extent of its capabilities to cause such event or condition to occur or be satisfied, the failure of the events or conditions listed in subsection (b) below to occur or be satisfied shall not constitute an event of default by any party under this Article 12, but may be the basis for a termination of this Agreement as provided in this Section 12.05. (b) In addition to any other rights of termination provided elsewhere in this Agreement, this Agreement may be terminated by Developer prior to the Closing Date as provided in subsection (c) after the occurrence of any of the following events or conditions: (1) Failure to satisfy the Conditions to Closing set forth in Section 6.09. (2) All of the Project Site is taken by the exercise of the power of eminent domain by a governmental authority (except the City or the Agency) or a person entitled to exercise such power or benefiting therefrom, or such part of the Project Site is taken by the power of eminent domain so as to render the Project, in Developer's sole discretion, commercially unfeasible or unusable for its intended uses as contemplated by this Agreement. (3) The appropriate govemmental authority (but not including the City in exercise of its govemmental and regulatory authority and responsibility), upon petition by the Developer, unduly delays or denies or fails to issue the Permits, issue the Building Permits, or approve any other land use approval necessary to Commence Construction of the Project on the Project Site. (4) A moratorium on new construction is imposed by a governmental authority within the City or Pinellas County preventing construction of the Project to commence. (5) The City or other appropriate governmental authority has issued a concurrency compliance certificate or a reservation of services capacity as described in Section 3.05 and such certificate or reservation has been revoked, repealed, superseded, or otherwise no longer of any effect or the Developer is unable to rely upon such certificate or reservation, if such a certificate or reservation is required for development of the Project on the Project Site, and the Developer cannot obtain a new or replacement certificate or reservation for the Project. (6) The City approves an amendment to the Plan, which is inconsistent with the Project being located on the Project Site. (7) Utilities are not readily available at the boundaries of the Project Site at locations satisfactory to the Developer by the Closing Date. (c) In the event of a termination pursuant to Section 12.05(b), neither the Developer nor the Agency shall be obligated or liable one to the other in any way, financially or otherwise, for any claim or matter arising from or as a result of this Agreement or any actions taken by the Developer and the Agency, or any of them, hereunder or contemplated hereby, and each party shall be responsible for its own costs, excluding provisions of this Agreement which specifically survive the termination of this Agreement. (d) Notwithstanding anything to the contrary contained herein, in the event that any party shall have, but shall not exercise, the right hereunder to terminate this Agreement because of the non -satisfaction of any condition specified herein, and such condition is subsequently satisfied, then the non -satisfaction of such condition shall no longer be the basis for termination of this Agreement. (e) In no event will the Agreement be terminated sooner than April 30, 2022 for any reason other than failure to pay any monies due under the Agreement. 12.06. Termination Certificate. MIADOCS 22673161 5 (a) In the event of a termination of this Agreement for any reason prior to the Expiration Date, each of the parties hereto do covenant and agree with each other to promptly execute a certificate prepared by the party electing to terminate this Agreement, which certicate shall expressly state that this Agreement has been terminated in accordance with its terms, is no longer of any force and effect except for those provisions hereof which expressly survive termination, that the rights, duties and obligations of the parties hereto have been terminated and released (subject to those surviving provisions hereof) and that the Project Site is no longer subject to any restrictions, limitations or encumbrances imposed by this Agreement. (b) The certificate described in subsection (a) shall be prepared in a form suitable for recording and promptly after execution by all of the parties hereto shall be recorded in the public records of Pinellas County, Florida. The cost of recording the termination certificate shall be paid by the terminating party. 12.07 Remedies. All remedies provided for herein and under Florida law shall be cumulative and shall survive the technical termination of this Agreement pursuant to execution, delivery and recordation of a Termination Certificate or otherwise hereunder. ARTICLE 13. UNAVOIDABLE DELAY. 13.01. Unavoidable Delay. (a) 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 (2) as an event of "Unavoidable Delay" shall be excused in the manner provided in this Section 13.01. (b) "Unavoidable Delay" means any of the following events or conditions 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, building moratoria, discovery and remediation of previously unidentified environmental contamination discovered after the Closing Date, epidemics, quarantine restrictions, freight embargoes, fire, lightning, hurricanes, earthquakes, tomadoes, 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), 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 govemmental authority (except that acts of the Agency shall not constitute an Unavoidable Delay with respect to performance by the Agency). (c) 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 subsection (a) 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 thirty (30) days following the occurrence of the event or condition causing the Unavoidable Delay or thirty (30) days fdiowing the Applicant becoming aware (or with the exercise of reasonable diligence should have become aware) of such occurrence. (d) 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. ARTICLE 14. FIRE OR OTHER CASUALTY; CONDEMNATION. 14.01. Loss or Damage to Proiect. If economically reasonable as determined by Developer, the Developer covenants and agrees to diligently commence and complete the reconstruction or repair of any loss or damage caused by fire or other casualty or by eminent domain (provided the City or the Agency is not the condemning authority) to each and every part of the Project to substantially the same as existed prior to the occurrence of such loss or damage. Any reconstruction or repair of any loss or damage to the Project shall be to the MIADOCS 22673161 5 standards, design, plans and specifications of the original construction unless any change therefrom is approved by the Agency. 14.02. Partial Loss or Damao() to Proiect. Any Toss or damage by fire or other casualty or exercise of eminent domain to the Project or Project Site, or any portion thereof, which does not render the Project or Project Site reasonably unusable for the use contemplated by this Agreement, shall not operate to terminate this Agreement or to relieve or discharge the Developer from the timely performance and fulfillment of the Developer's obligations pursuant to this Agreement, subject to an extension of time for an Unavoidable Delay. 14.03. Notice of Loss or Damage to Proiect. The Developer shall promptly give the Agency written notice of any significant damage or destruction to the Project stating the date on which such damage or destruction occurred, the expectations of the Developer as to the effect of such damage or destruction on the use of the Project, and the proposed schedule, if any, for repair or reconstruction of the Project. If the Developer determines the Project cannot be repaired or restored in an economically justifiable or other manner, then the Developer shall so notify the Agency and state reasons supporting its determination. 14.04. Subiect to Financing. The Developers obligations under this Article 14 are subject to the terms and conditions of the Construction Financing or any other mortgage financing in effect at the time any such obligations hereunder would otherwise be applicable. ARTICLE 15. MISCELLANEOUS. 15.01. Assignments. (a) (1) Prior to the earlier of the Termination Date or the Expiration Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Project, or any part thereof to any person with the prior written consent of the Agency, which shall not be unreasonably withheld, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the terms of this Agreement the same as the Developer for such part of the Project as is subject to such sale, conveyance, assignment or other disposition, except for the sale of a condominium in the ordinary course of business. (2) If the assignee of Developer's right, title, interest and obligations in and to the Project, or any part thereof, assumes all of Developer's obligations hereunder for the Project, or that part subject to such sale, conveyance, assignment or other disposition, then the Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the Agency agrees to execute an instrument evidencing such release, which shall be in recordable form. (b) An assignment of the Project, or any part thereof, by the Developer to any corporation, limited partnership, limited liability company, general partnership, or joint venture, in which the Developer or its principals is a general partner or haseither 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 for the term of this Agreement shall not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or transfers imposed by this Section 15.01, provided, however, that notice of such assignment shall be given by the Developer to the Agency no less than ten (10) days prior to such assignment being effective and the assignee shall be bound by the terms of this Agreement to the same extent as would the Developer in the absence of such assignment. If the Developer shall at any time withdraw or be replaced as a general partner or no longer have the controlling interest or management rights as described in this subsection prior to issuance of a Certificate of Occupancy, then that event shall constitute an assignment of the Developers right, title, interest or obligations under this Agreement for purposes of this Section 15.01 and the prior approval of the Agency (not to be unreasonably withheld, conditioned or delayed) shall be obtained before such an event shall be effective. (c) • The Agency acknowledges and agrees that Developer will assign its rights and obligations to an entity which will apply for the Project Financing, and the Agency expressly consents to such assignment so long as the general partner or manager of such assignee is controlled by or under common control with Developer. MIADOCS 22673161 5 15.02. Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the Agency, and its successors and assigns, and the Developer, and its successors and assigns, except as may otherwise be specifically provided herein. 15.03. Notices. (a) All notices, demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, retum receipt requested or by ovemight courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer: Archway Partners, LLC 475 Brickell Ave. Apartment 2215 Miami, FL 33131 Attention: Brett Green, CEO with a copy to: Shutts & Bowen LLP 200 S. Biscayne Blvd., Suite 4100 Miami, Florida 33131 Attention: Robert Cheng To the Agency: Community Redevelopment Agency of the City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: Executive Director with copies to: City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: City Attorney (b) Notices given by courier service or by hand delivery shall be effective upon deposit with the courier or delivery service. Notices given by ovemight delivery company shall be deemed received on the first (1st) business day after deposit with the overnight delivery company. Notices given by mail shall be deemed received on the third (3rd) business day after mailing. Refusal by any person to accept delivery of any notice delivered to the office at the address indicated above (or as it may be changed) shall be deemed to have been an effective delivery as provided in this Section 15.03. The addresses to which notices are to be sent may be changed from time to time by written notice delivered to the other parties and such notices shall be effective upon receipt. Until notice of change of address is received as to any particular party hereto, all other parties may rely upon the last address given. 15.04. Severability. If any term, provision or condition contained this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 15.05. 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 Agency and the Developer, and the Agreement, induding, without limitation, the Exhibits, shall not be deemed to have been prepared by the Agency or the Developer, but by all equally. 15.06. Venue: Submission to Jurisdiction. MIADOCS 22673161 5 (a) 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. (b) Each party to this Agreement hereby submits to the jurisdiction of the State of Florida, Pinellas County and the courts thereof and to the jurisdiction of the 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. (c) If, at any time during the term of this Agreement, the Developer is not a resident of the State of Florida or has no office, employee, agency, registered agent 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, the Developer hereby designates the Secretary of State, State of Florida, its agent for the service of process in any court action between it and the Agency 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 the Developer at the address for notices as provided in Section 15.03. 15.07. Aareement Not a Chapter 86-191. Laws of Florida. Development Agreement. The Developer and the Agency acknowledge, agree and represent that this Agreement, including, without limitation, any of the Exhibits, is not a development agreement as described in Sections 19-31, Chapter 86-191, Laws of Florida, codified as Sections 163.3220-163.3243, Florida Statutes. 15.08. Estoppel Certificates. The Developer and the Agency shall at any time and from time to time, upon not less than ten (10) days prior notice by another party hereto, execute, acknowledge and deliver to the other parties a statement in recordable form certifying 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 such party, neither it nor any other party is then in default hereof (or if another 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 Section 15.08 may be relied upon by any prospective purchaser, mortgagee, successor, assignee of any mortgage or assignee of the respective interest in the Project, if any, of any party made in accordance with the provisions of this Agreement. 15.09. Complete Aareement; 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, including the RFP and the Proposal. (b) Any provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. (c) This Agreement cannot be changed or revised except by written amendment signed by all parties hereto. 15.10. 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 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. 15.11. 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 on a Saturday or Sunday or on a legal holiday observed in the City, it MIADOCS 22673161 5 shall be postponed to the next following business day. 15.12. 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. 15.13. No Brokers. The Agency and the Developer hereby represent, agree and acknowledge that no real estate broker or other person is entitled to claim or to be paid a commission as a result of the execution and delivery of this Agreement, including any of the Exhibits, or any proposed improvement, use, disposition, lease, conveyance or acquisition of any or all of the Project Site, specifically including the conveyance of the Project Site by the Agency to the Developer. 15.14. Not an Arent. During the term of this Agreement, the Developer hereunder shall not be an agent of the City or the Agency, with respect to any and all services to be performed by the Developer (and any of its agents, assigns, or successors) with respect to the Project, and the Agency is not an agent of the Developer (and any of its agents, assigns, .or successors). 15.15. Memorandum of Development Agreement. The Agency and the Developer agree to execute, in recordable form, on the Effective Date, the short form "Memorandum of Agreement for Development and Purchase and Sale of Property," the form of which is attached hereto as Exhibit "D," and agree, authorize and hereby direct such Memorandum to be recorded in the public records of Pinellas County, Florida, as soon as possible after execution thereof. The Agency shall pay the cost of such recording. 15.16. 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 Agency's power and authority under the Act. 15.17. No General Obligation. In no event shall any obligation, express or implied, of the Agency under this Agreement be or constitute a general obligation or indebtedness of the City or the Agency, a pledge of the ad valorem taxing power of the City or the Agency or a general obligation or indebtedness of the City or the Agency 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 the Developer 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 Agency or any other govemmental entity or taxation in any form on any real or personal property to pay the City's or the Agency's obligations or undertakings hereunder. 15.18. Local Government Support. The Agency recognizes that certain funding requests may require the Developer to show "local govemment support." This support will come in the form of a loan or grant of $75,000.00 to the Developer from the City in a manner that shall qualify for the Local Government Area of Opportunity Funding under the RFA including without limitation the timely approval of the Loan and the execution and delivery of the requisite Local Government Verification of Contribution -Loan form. 15.19. Term; Expiration: Certificate. (a) If not earlier terminated as provided in Section 12.05, the term of this Agreement shall expire and this Agreement shall no longer be of any force and effect (except for those matters which specifically survive such expiration) on the tenth anniversary of the Effective Date. (b) Upon completion of the term of this Agreement, all parties hereto shall execute the Agreement Expiration Certificate. The Agreement Expiration Certificate shall constitute (and it shall be so provided in the certificate) a conclusive determination of satisfactory completion of all obligations hereunder and the expiration of this Agreement; provided, however, that the automatic termination as provided in Section 12.05 shall not be effected in the event that the Agreement Expiration Certificate is not executed and recorded. (c) The Agreement Expiration Certificate shall be in such form as will enable it to be recorded in the public records of Pinellas County, Florida. Following execution by all of the parties hereto, the Agreement Expiration MIADOCS 22673161.5 Certificate shall promptly be recorded by the Developer in the public records of Pinellas County, Florida, and the Developer shall pay the cost of such recording. 15.20. Effective Date. Following execution of this Agreement (and such of the Exhibits as are contemplated to be executed simultaneously with this Agreement) by the authorized officers of the Agency and by authorized representatives of the Developer following approval hereof by the Agency and the Developer this Agreement (and any executed Exhibits) shall be in full force and effect in accordance with its terms. 15.21 Cooperation of the City. The City of Clearwater, a municipal corporation, has joined in this Agreement for the sole purpose of reflecting its agreement to cooperate and support the Agency in meeting the obligation created by Section 15.18. [SIGNATURE PAGES FOLLOW] MIADOCS 22673161 5 IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the $'(3 rc day of CLy S', 2021. Approved as to form: Michael P. Fuino Attorney for Community Redevelopment Agency Approved as to form: Michael Fuino Assistant City Attorney MIADOCS 22673181 5 AGENCY COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA /644;441"" By: Frank V. Hibbard Chairperson Attest: Rosemarie Call City Clerk CITY THE CITY OF CLEARWATER, a municipal corporation f e e Ki V. HibbardMayor By: Attest: C4 -Liv VA Rosemarie CaII City Clerk 0 4), DEVELOPER ARCHWAY PARTNERS, LLC a Florida limited liability company By: g -re t reen, President STATE OF FLO DA COUNTY OF r -hl ) T fore9�pping strument was acknowledged fore thi 1 day of 2021, by,/.2 f Y1 , ash i /Iof Archway Partners, a FloridaJimitKliability company, on behalf of the ••mpany. He/She is personally known to me or who produced rL ike,- 1 , Pita as identification. � ,►..meld Prin.',ll, .1 me: ` flummox Notary—rub pRY Jenelte Johnson ►!� NOTARY PUBLIC STATE OF FLORIDA Comm# GG335109 Expires 7/8/2023 MIADOCS 22673161 5 EXHIBIT A JProiect Site Description and Mapj MIADOCS 22673181 5 EXHIBIT B Proposed Site Planl MIADOCS 22873161 5 Prepared by and upon Recording Return to: Tax Parcel ID: EXHIBIT C SPECIAL WARRANTY DEED COMMUNITY REDEVELOPMENT AGENCY, also known as THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate of the State of Florida created pursuant to Part III, Ch. 163 Fla. Stat., whose address is .0. Box 4748, Clearwater, Florida 33758, hereinafter called the GRANTOR, for and in consideration of Ten and 00/100 Dollars ($10.00), and other valuable consideration the receipt of which is hereby acknowledged, does bargain, sell, convey and grant unto ARCHWAY PARTNERS, LLC, a Florida limited liability company, whose address is 475 Brickell Ave., Apartment 2215, Miami, FL 33131 hereinafter called The GRANTEE, the federal tax identification number of which is: , its successors and assigns forever, the real property, situate, lying and being in Pinellas County, Florida, more particularly described in EXHIBIT "A" attached hereto. Subject to taxes for current year and to those matters listed in EXHIBIT "B" attached hereto, without reimposing same. TO HAVE AND TO HOLD unto the said GRANTEE, its successors and assigns forever, and said GRANTOR warrants and shall defend the title against the lawful claims of all persons claiming by, through, or under it, but against none other. TOGETHER with all and singular the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. IN WITNESS WHEREOF, GRANTOR has caused these presents to be executed in its name by its Chairman this day of , 2021. [SIGNATURE PAGE FOLLOWS] MIADOCS 22573161 5 C-1 COMMUNITY REDEVELOPMENT AGENCY ATTEST: OF THE CITY OF CLEARWATER By: Executive Director Chairman WITNESSES (as to all signatures): Printed Name: Printed Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing SPECIAL WARRANTY DEED was acknowledged before me this day of 20_, by , as Chairman, and , as the Executive Director of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate, on behalf of said entity. Such persons are personally known to me or presented as identification. Notary Public, State of Florida My Commission Expires: My Commission Number: MIADOCS 22673161 5 C-2 MIADOCS 22673161 5 EXHIBIT D MEMORANDUM OF AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY This Memorandum of Agreement for Development and Purchase and Sale of Property ("Memorandum") is made this day of , 2021, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), whose address is P.O. Box 4748, Clearwater, Florida 33758, and ARCHWAY PARTNERS, a Florida limited liability company (the "Developer"), whose address is 475 Brickell Ave., Apartment 2215, Miami, FL 33131. This Memorandum pertains to an Agreement for Development and Purchase and Sale of Property, by and between the Agency and the Developer, dated as of , 2021, (the "Development Agreement"), which provides, among other things, for the sale of property within a project site as described in Exhibit "A" attached hereto and made a part hereof for the development and construction of the Project, as same is defined in the Development Agreement. If not earlier terminated as provided for in the Development Agreement, the Development Agreement shall expire and shall no longer be of any force and effect (except for those matters which specifically survive such expiration) on the tenth anniversary of the Effective Date (as defined in the Development Agreement). The Development Agreement is incorporated herein and made a part hereof by reference as fully as though it were set forth herein in its entirety. It is the intention of the parties to hereby ratify, approve and confirm the Development Agreement as a matter of public notice and record. Nothing herein shall in any way affect or modify the Development Agreement, nor shall the provisions of this Memorandum be used to interpret the Development Agreement. In the event of conflict between the terms of this document and those contained in the Development Agreement, the terms in the Development Agreement shall control. A copy of the fully -executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at City Offices, 600 Cleveland St., Ste. 600, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the day of , 2021. [SIGNATURE PAGE FOLLOWS] D-1 MIADOCS 22673161 5 COMMUNITY REDEVELOPMENT AGENCY ATTEST: OF THE CITY OF CLEARWATER By: Executive Director Chairman STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of , 2021, by , as Chairman, and , as the Executive Director of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate, on behalf of said entity. Such persons are personally known to me or presented as identification. My Commission Expires: My Commission Number: Notary Public, State of Florida ARCHWAY PARTNERS, LLC a Florida limited liability company By: By: Name: Its: STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20121, by , as of ARCHWAY PARTNERS, LLC, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced as identification. Print/Type Name: Notary Public D-2 MIADOCS 22673161 5 EXHIBIT E AGREEMENT EXPIRATION CERTIFICATE This Agreement Expiration Certificate ("Certificate") is made this day of by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), whose address is P.O. Box 4748, Clearwater, Florida 33758, and Archway Partners, LLC, a Florida limited liability company (the "Developer"), whose address is 475 Brickell Ave., Apartment 2215, Miami, FL 33131. This Certificate pertains to an Agreement for Development and Purchase and Sale of Property, by and between the Agency and the Developer, dated as of , 2021, (the "Development Agreement"), which provides, among other things, for the sale of property within a project site as described in Exhibit "A" attached hereto and made a part hereof for the development and construction of the Project, as same is defined in the Development Agreement. The Development Agreement has expired in accordance with its own terms as of , 20 and is no longer of any force or effect, and the Project site is no longer subject to any restriction, limitation, or encumbrance imposed by the Development Agreement. This Certificate has been executed by the parties to the Development Agreement as provided in Section 15.19 thereof and constitutes a conclusive determination of satisfactory completion of all obligations under such Agreement and that the Development Agreement has expired, except for those matters which survive as noted above. A copy of the fully -executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at City Offices, 600 Cleveland St., Ste. 600, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the _ day of [SIGNATURE PAGE FOLLOWS] E-1 MIADOCS 22673161 5 COMMUNITY REDEVELOPMENT AGENCY ATTEST: OF THE CITY OF CLEARWATER By: Executive Director Chairman STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of , , by , as Chairman, and , as the Executive Director of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate, on behalf of said entity. Such persons are personally known to me or presented as identification. My Commission Expires: My Commission Number: STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was by Partners, LLC, a Florida limited liability to me or who produced MIADOCS 22873181 5 Notary Public, State of Florida ARCHWAY PARTNERS, LLC a Florida limited liability company By: By: Name: Its: acknowledged before me this day of , as of Archway company, on behalf of the company. He/She is personally known as identification. Print/Type Name: Notary Public E-2 EXHIBIT F SURVEY REQUIREMENTS The Survey shall comply with the following requirements which may be in addition to the requirements of Florida Administrative Code, Rule No. 21 HH -6. 1. Field Note Description. The Survey shall contain a certified metes and bounds description and shall comply with the following requirements: (I) The beginning point, which should be established by a monument located at the beginning point, or by reference to a nearby monument, shall be shown. (ii) The boundary of the Property shall be described by giving the distances and bearings of each. (iii) The distances, bearings, and angles shall be taken from a recent instrument survey, or recently recertified instrument survey, by a licensed Professional Engineer or Registered Surveyor. (iv) Curved sides shall be described by data including length of arc, central angle, radius of circle for the arc and chord distance, and bearing. (v) The legal description shall be a single perimeter description of the entire Property. (vi) The description shall include a reference to all streets, alleys, and other rights-of-way that abut the Property surveyed, and the width of all rights- of-way mentioned shall be given the first time these rights-of-way are referred to. (vii) If the Property surveyed has been recorded on a map or plat as part of an abstract or subdivision, reference to such recording data shall be made. 2. Lot and Block Description. If the Property is included within a properly established, recorded subdivision or addition, then a lot and block description will be an acceptable substitute for a metes and bounds description, provided that the lot and block description shall completely and properly identify the name or designation of the recorded subdivision or addition and give the recording information therefor. 3. Map or Plat. The Survey shall also contain a certified map or plat showing and identifying the following: (i) (iv) MIADOCS 22873181 5 All of the distances, bearings, angles and curves used in the legal description. The relation of the point of beginning of said plot to the monument from which it is fixed. Any discrepancies between the map or plat and the description. All easements showing recording information therefor by volume and page. F-1 (v) The established building line, if any. (vi) All easements appurtenant to the Property. (vii) The boundary line of the street or streets abutting the Property, the width of said streets, and whether each street is dedicated or private. (viii) Ingress and egress to the Property by the name of street(s) or road(s) upon which the Property fronts, the same being a paved and dedicated public right- of-way; and the name of the governmental entity which maintains the same. (ix) Encroachments and the extent thereof in terms of distance upon the Property or any easement appurtenant thereto. 4. Improvements. The Survey shall also show all structures and improvements on the Property with horizontal lengths of all sides, and the distance from such structures and improvements to (a) all boundary lines of the Property, (b) easements, (c) established building lines, and (d) street lines. 5. Certification. The certification for the Property description and the map or plat should be addressed to Buyer, any lender involved in the transaction contemplated hereby, and to the interested title company, if required by the title company, signed by the surveyor, bearing current date, registration number, and sealed and returned to Buyer in order that it be received along with the seven (7) copies of the survey no later than twenty (20) days prior to Closing. The Survey shall contain the following certificate: F-2 MIADOCS 22673161 5 SURVEYOR'S CERTIFICATE This survey is made for the benefit of and 1 hereby certify that this survey: (1) was made on the ground as per the field notes shown hereon, and correctly shows the boundary lines and dimensions, area of the Property indicated hereon and each individual parcel indicated hereon; (2) delineates all lot lines, shows the location and dimension of all buildings, structures, improvements, parking areas, and any other matters on the Property; (3) correctly shows the location and dimensions of all alleys, streets, roads, rights-of- way, easements, and other matters of record, or which are visible, of which the undersigned has been advised or as indicated in that certain Title Insurance Commitment issued by as Commitment No. , affecting the Property according to the legal description in such easements and other matters (with instrument, book, and page number indicated); and except as shown, there are no easements, rights-of-way, party walls, or conflicts, and there are no encroachments on adjoining premises, streets, or alleys by any of said buildings, structures, or other improvements, and there are no encroachments on the Property by buildings, structures, or other improvements situated on adjoining premises; and the distance of the nearest intersecting street and road is as shown hereon; (4) shows the means of access and location of all adjoining streets; and that ingress and egress to the Property is provided by [name(s) of street(s) or road(s)] upon which the Property fronts, the same being a paved and dedicated public right-of-way maintained by [governmental authority maintaining right-of-way]; (5) shows the zoning and land use designations of the Property; (6) shows the flood zone designation of the Property, and the community name and parcel number where the information was obtained; (7) shows the location of the coastal construction control line and seasonal high-water line, as defined in Florida Statutes §161.053 (1985), if applicable; and (8) shows the location of any wetlands by which the Department of Environmental Regulation of the State of Florida and/or the Army Corps of Engineers has or may exercise jurisdiction pursuant to the Warren S. Henderson Wetlands Protection Act of 1984, the Federal Water Pollution Control Act Amendments of 1972 and the Clean Water Act. F-3 4831-0614-7495v.1 147454/00112 MIADOCS 22673161 5 I do further certify that: (1) the Property does not serve any adjoining property for drainage, ingress, and egress, or any other purpose; (2) the street address of the Property is: and (3) the Property and all improvements located thereon comply with all dimensional and other requirements of the applicable zoning district; and the use upon the Property is permitted by the zoning and land use designations; (4) the total square -foot area, or acreage to the nearest one one -thousandth (1/1000) of an acre, of the Property is: ; and (5) MIADOCS 22673181 5 that the survey represented hereon meets the requirements of the Florida Statutes §472.027 and the minimum requirements under Florida Administrative Code, Rule No. 21 HH -6. F-4 By: Registration No. (Affix Seal) EXHIBIT G COMPLETION CERTIFICATE This Completion Certificate ("Certificate") is made this _ day ofby and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), whose address is P.O. Box 4748, Clearwater, Florida 33758, and Archway Partners, LLC, a Florida limited liability company (the "Developer"), whose address is 475 Brickell Ave., Apartment 2215, Miami, FL 33131. This Certificate pertains to an Agreement for Development and Purchase and Sale of Property (" Project"), by and between the Agency and the Developer, dated as of 2021 (the "Development Agreement"), which provides, among other things, for the development and construction of the Project, within a project site as described in Exhibit "A" attached hereto and made a part hereof, as same are defined in the Development Agreement. As provided in Article 7 of the Development Agreement, the construction and installation of the Project has been completed substantially in accordance with the requirements of the Development Agreement and such improvements are substantially complete. The parties hereto acknowledge and agree that such Project has been so completed and have executed this Certificate as conclusive determination of such completion and satisfaction of the Developer's obligation under the Development Agreement to construct and install such Project. A copy of the fully -executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at 600 Cleveland St., Ste. 600, Clearwater, Florida, which is available for review and copying by the public. A copy of the Project Plans and Specifications is on file with the City Engineer, City of Clearwater, Florida, located at Municipal Services Building, 100 S. Myrtle Avenue, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the _ day of [SIGNATURE PAGE FOLLOWS] G-1 MIADOCS 22673161 5 Approved as to form: Michael P. Fuino Attorney for Community Redevelopment Agency STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was by Partners, LLC, a Florida limited liability to me or who produced M!ADOCS 22673181 5 AGENCY COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: Attest: Amanda Thompson Chairperson Rosemarie CaII City Clerk ARCHWAY PARTNERS, LLC a Florida limited liability company By: By: Name: Its: acknowledged before me this day of , , as of Archway company, on behalf of the company. He/She is personally known as identification. Print/Type Name: Notary Public G-2 EXHIBIT H DEVELOPER'S PROPOSAL M1ADOCS 22673161 5 EXHIBIT "2" FIRST AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY 11 FIRST AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY THIS FIRST AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND PURCSE AND SALE OF PROPERTY (this "Amendment") is made and entered into as of this day of February, 2022, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes (the "Agency"), and ARCHWAY CLEARWATER GARDENS, LLC, a Florida limited liability company (the "Developer", together with the Agency, the "Parties"). WITNESSETH: WHEREAS, the Agency and Archway Partners, LLC entered into that certain Agreement for Development and Purchase and Sale of Property dated August 23, 2021 as assigned to the Developer (the "Contract"); and WHEREAS, the Developer was unsuccessful in obtaining an allocation of affordable housing tax credits or other components of the Project Financing in RFA 2021-205 or RFA 2021- 202 issued by the Florida Housing Finance Corporation (collectively, "the RFAs"); and WHEREAS, Section 4.05(h) of the Contract provides that if the Developer was unsuccessful in obtaining an allocation of affordable housing tax credits or other components of the Project Financing in the RFAs then the Developer shall have the right to request from the Agency an extension of all relevant dates under the Contract by one year; and WHEREAS, Section 4.05(h) of the Contract also provides that any approval or denial of such an extension shall be at the sole discretion of the Agency's trustees; and WHEREAS, the Agency and the Developer desire to enter into this Amendment to address certain terms in the Contract. NOW THEREFORE, for and in consideration of the mutual covenants and agreements of the parties, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged and agreed by each of the parties, the Agency and the Developer do hereby covenant and agree as follows: 1. The Agency and the Developer do hereby mutually represent and warrant that the foregoing recitals are true and correct, and said recitals are hereby ratified, confirmed, and incorporated into the body of this Amendment. 2. Any capitalized terms utilized in this Amendment and which are not separately defined herein shall have the meaning ascribed thereto in the Contract. (MU 21-9311-061/283877/1] 3. Section 3.03(a) is hereby amended to provide that the Developer shall submit to the Executive Director of the Agency floor plans, site plans and building facade plans by July 31, 2022. 4. Section 4.05(b) is hereby amended to provide that the Developer shall obtain all necessary building permits by July 31, 2023. 5. Section 4.05(c) is hereby amended to provide that the Developer shall Commence Construction of the Project by August 31, 2023. 6. Section 4.05(d) is hereby amended to provide that the Developer shall have completed 50% of Construction by April 30, 2024. 7. Section 4.05(e) is hereby amended to provide that the Developer shall have completed 100% of Construction by December 1, 2024. 8. Section 4.05(0 is hereby amended to provide that the Developer shall begin pre - leasing the dwelling units by October 1, 2024. 9. Section 4.05(g) is hereby amended to provide that the Developer shall complete leasing the dwelling units by March 1, 2025. 10. Section 6.10 is hereby amended to provide that the Closing Date shall occur on or before the date which is 60 days after issuance of all Building Permits but no later than August 31, 2023. 11. Section 7.02(a) is hereby amended to provide that the Developer shall Commence Construction of the Project by August 31, 2023. 12. Section 7.02(b) is hereby amended to provide that the Developer shall Commence Vertical Construction of the Project by December 1, 2023. 13. Except as amended and modified hereby, the terms and conditions of the Contract are and shall remain in full force and effect. The Contract, as modified by this Amendment, is affirmed, confirmed and ratified in all respects. 14. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which, together, shall constitute one instrument. For the purposes of this Amendment, an executed facsimile or electronically delivered counterpart copy of this Amendment shall be deemed an original for all purposes. [Remainder of page left intentionally blank] [MU 21-9311-061/283877/1) IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first set forth above: AGENCY: Community Redevelopment Agency of the City of Clearwater, Florida Approved as to form: 9� Michael P. Fuino CRA Attorney IMU21-9311-061/283877/11 1-41'& ii'l Frank V. Hibbard Chairperson Attest: DEVELOPER: Archway Clearwater Gardens, LLC, a Florida limited liability company By: Archway Partne -:, LLC, its manager / By: Brett Green, President STATE OF FLORIDA ) COUNTY OF O(iu19e ) The foregoing instrument was acknowledged before me this 2022, by &e\4- Gr fl of Archway4artners, a Florida limited liability company, personally known to_ ger who produced Print(Type Name: Notary Public (Mu21-9311.061/283e77/1) , as Prt?SSid on behalf of the company. He/She is as identification. day of Lash Kewdwr Notir/ Public Stets of Florida Comm11141025613 Espkat!/?2/70* EXHIBIT "3" SECCOND AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY 12 SECOND AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY THIS SECOND AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND PURI W ASE AND SALE OF PROPERTY (this "Amendment") is made and entered into as of this PI day of September, 2022, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes (the "Agency"); the CITY OF CLEARWATER, a municipal corporation ("the City"); and ARCHWAY CLEARWATER GARDENS, LLC, a Florida limited liability company (the "Developer", together with the Agency, the "Parties"). WITNESSETH: WHEREAS, the Agency and Archway Partners, LLC entered into that certain Agreement for Development and Purchase and Sale of Property dated August 23, 2021 as assigned to the Developer (the "Contract"); and WHEREAS, the Contract requires the Developer to redevelop the real property commonly referred to as 1250 Cleveland Street, Clearwater, FL 33755 into no fewer than 80 residential, affordable dwelling units with a rooftop community gardens that maintains the existing community gardens ("the Project"); and WHEREAS, the Contract contemplated that the Developer would apply for an allocation of affordable housing tax credits or other components of the Project Financing in in RFA 2021- 205 or RFA 2021-202 issued by the Florida Housing Finance Corporation (collectively, "the RFAs"); and WHEREAS, the City was made party to the Contract solely for the purpose of contributing $75,000.00 to the Developer for "local government support" as contemplated by Sections 15.18 and 15.21 of the Contract; and WHEREAS, the Developer was unsuccessful in obtaining an allocation of affordable housing tax credits or other components from the RFAs; and WHEREAS, the Parties amended the Contract through a first amendment ("the First Amendment") on February 14, 2022 to extend all relevant dates under the Contract so that the Developer could apply for an allocation of federal low-income housing tax credits or other financing issued by the Florida Housing Finance Corporation for the year ending December 31, 2022; and WHEREAS, even if the Developer successfully obtains an allocation of federal low- income housing tax credits or other financing issued by the Florida Housing Finance Corporation for the year ending December 31, 2022, the Project is not economically viable without additional public assistance of an amount not to exceed $3,610,000.00; and [MU21-9311-061/294162/1) WHEREAS, the Parties desire to enter into this Amendment to address certain terms in the Contract. NOW THEREFORE, for and in consideration of the mutual covenants and agreements of the parties, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged and agreed by each of the parties, the Agency, the City, and the Developer do hereby covenant and agree as follows: 1. The Agency, the City, and the Developer do hereby mutually represent and warrant that the foregoing recitals are true and correct, and said recitals are hereby ratified, confirmed, and incorporated into the body of this Amendment. 2. Any capitalized terms utilized in this Amendment and which are not separately defined herein shall have the meaning ascribed thereto in the Contract. 3. Section 5.06 of the Contract is hereby created to read as follows: Agency Financial Support. The Agency will contribute an amount not to exceed $3,000,000.00 (the "Financial Support") in the form of a 30 -year loan to Developer to be evidenced by a promissory note at 0% interest payable at maturity ("the "CRA Note") which may be forgiven at the Agency's sole discretion. The CRA Note shall be secured by a subordinate mortgage ("the "CRA Mortgage"), and both the CRA Note and the CRA Mortgage shall be on a form acceptable to the Agency. The actual amount of financial support the Agency will contribute will be contingent upon the Developer's actual need for such support as determined by the Agency in its sole discretion. 4. Section 5.07 of the Contract is hereby created to read as follows: Payment of Financial Support. The Agency agrees to pay the Financial Support to the Developer in accordance with the following: a. At closing, the Agency shall pay the Developer an amount not to exceed 16.67% of the Financial Support, which is an amount not to exceed $500,000.00. b. Upon completion of two months of the construction of the Project, the Agency shall pay the Developer an additional amount not to exceed 41.67% of the Financial Support, which is an amount not to exceed $1,250,000.00. c. Upon issuance of a final certificate of occupancy, the Agency shall pay the Developer the balance of the Financial Support, not to exceed $1,250,000.00. 5. Section 15.18 of the Contract is hereby amended as follows: The Agency recognizes that certain funding requests may require the Developer to show "local government support." This support will come in the form of a loan of $610,000.00 (the "City Loan") to the Developer from the City in a manner that shall qualify for the Local Government [ MU21-9311-061/294162/1] Area of Opportunity Funding under the RFA including without limitation the timely approval of the Loan and the execution and delivery of the requisite Local Government Verification of Contribution -Loan form. In the event the "local government support" is no longer needed, the Developer shall retain the ability to utilize the $610,000 for a 4% tax credit/tax-exempt bond transaction. The City Loan shall be evidenced by a promissory note (the "City Note") bearing interest at 0%, requiring no payments until maturity (at which time the entire loan shall be due and payable), and have a maturity date that is the thirtieth (30th) anniversary date of the City Note. Notwithstanding anything contained herein to the contrary, the City Note shall provide that the entire principal amount may be forgiven by the City at maturity, in the City's sole and absolute discretion. The City Note will be secured by a mortgage which shall be subordinate to any first mortgage financing as well as the CRA Mortgage. The City Loan will be available to the Developer at closing. 6. Except as amended and modified hereby, the terms and conditions of the Contract and the First Amendment are and shall remain in full force and effect. The Contract and the First Amendment, as modified by this Amendment, is affirmed, confirmed and ratified in all respects. 7. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which, together, shall constitute one instrument. For the purposes of this Amendment, an executed facsimile or electronically delivered counterpart copy of this Amendment shall be deemed an original for all purposes. [Remainder of page left intentionally blank] f M U21-9311-061/294162/1] IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first set forth above: AGENCY: Community Redevelopment Agency of the City of Clearwater, Florida Approved as to form: 1M Michael P. Fuino CRA Attorney [MU21-9311-061/294162/1] Frank V. Hibbard Chairperson Attest: ak- Rosemarie Call City Clerk . 41,141s ti0i CORPORATE SEAL i r'-LORiO' CITY: The City of Clearwater, a municipal corporation Al/142A-0/ rank V. Hibbard Mayor Approved as to form: Attest: Michael P. Fuino Senior Assistant City Attorney IMU21-9311-061/294162/1) Rosemarie Call City Clerk DEVELOPER: Archway Clearwater Gardens, LLC, a Florida limited liability company By: Archway Partners, C, its manager By: 11111111/&A Brett GrelTesident ntifiCat o STATE OF FLORIDA �) COUNTY OF O — ) The foregoing instrument was acknowledged before me by [ v]" physical presence or [ ] on-line notarization, this ��-- day of Y►r�,' XL2022, by Brett Green , as President of Archway Partners, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced L. nttficat o as ASO' 072-- Print/Type Name:S6i I�t`"-- Notary Public [MU21-9311-061/294162/1] Notary Public Stats of Florid* yZasha Mullet M -NH 257802ion 1111 Exp. 4/2612026