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AGREEMENT FOR DEVELOPMENT, PURCHASE AND SALE OF PROPERTYAGREEMENT FOR DEVELOPMENT, PURCHASE, AND SALE OF PROPERTY This Agreemmnt for Development, Purchase, and Sale of Property (this "Agreement") is made as of this /2i day of."114911,Lf , 2026, 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 ST. BENEDICT HOLDINGS, LLC, a Florida limited liability company (the "Developer" or "Buyer")(the Agency and the Developer (or Buyer) are collectively the "Parties" and individually each a "Party"). 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 (the "Act"); 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 less than fair value, such disposition shall require the approval of the governing 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 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 February 22, 2026 the Agency published a Notice of Disposition of Property (the "Disposition Notice") in a newspaper having a general circulation in Clearwater, Florida requesting proposals to acquire the real property commonly referred to as 706 N. Missouri Avenue, Clearwater, Florida 33755 as more particularly described on Exhibit "A" hereto (the "Property") seeking a local business headquartered in the City of Clearwater to redevelop the site for commercial use among other specifications; and WHEREAS, the Developer was the only respondent to the Disposition Notice and submitted a proposal for redevelopment of the Property with a focus on expanding the operations campus for its food distribution business, commonly known as Magnificat Holdings LLC, a Florida limited liability company, dba Yo Mama's Foods; and WHEREAS, on April 20, 2026, the Agency's Board of Trustees convened at a duly noticed public meeting and authorized the Agency's staff to negotiate an agreement for development and purchase, and sale of the Property with the Developer; and WHEREAS, on August 3, 2026, the Agency's Board of Trustees convened at a duly noticed public meeting and approved this Agreement and the underlying sale of the Property for the purposes contained herein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows: ARTICLE I. DEFINITIONS. 1. Definitions. The terms defined in this Article I. shall have the following meanings, except as herein otherwise expressly provided: A. The "Area" means the North Greenwood Community Redevelopment Area. B. The "Approvals and Permits" means all final govemment approvals including but not limited to development approvals, development permits, environmental permits, building permits, variances, easements, and licenses issued by the City or any other applicable government agencies necessary to develop the Project. C. The "Business" means Yo Mama's Foods or any successor business entity properly registered with the State of Florida that is currently occupying and using the Property for the Intended Use. D. The "City" means the City of Clearwater, Florida, a Florida municipal corporation, and any successors or assigns thereto. E. The "Closing Date" means the date on which the Developer purchases and obtains title to the Property from the Agency. F. The "Concept Plans " means the site plan for the Project attached hereto as Exhibit "B" that is meant to serve as the basis for the Approvals and Permits. G. The "CRA Plan" means the North Greenwood Community Redevelopment Plan for the Area adopted by the City of Clearwater City Council on January 12, 2023. H. The "Effective Date" is the date that both Parties sign the Agreement. I. The "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. J. The "Intended Use" means the use of the Property for warehouse distribution, logistical 2 and shipping operations, distribution, e-commerce fulfilment or other fulfilment, light manufacturing and packaging, inventory management and storage, corporate offices, training and operational support, research and development, or other related commercial uses. K. The "Project" means Developer's use of the Property for the Intended Use with a focus on expanding the operations campus for the Business. L. The "Proposal" means the proposal for adaptive reuse of the Property for the Intended Use, submitted by the Developer in response to the Disposition Notice and attached hereto as Exhibit "D". M. "Termination Date" means the date on which this Agreement is terminated by any Party hereto as provided in Article IX. N. "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 X hereof. 2. 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. ARTICLE II. PURPOSE; PROPOSAL. 1. Intent: Purpose of Agreement. The purpose of this Agreement is to further the implementation of the CRA Plan by providing for the sale of the Property to the Developer and the development of the Project thereon by the Developer in accordance with the Concept Plans, to 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 CRA Plan and in accordance with the Act. As provided for herein, the Developer shall carry out the redevelopment of the Property by obtaining the Approvals and Permits, purchasing the Property from the Agency, and causing the Project to be developed as provided for herein. 2. Project Proposal. The Proposal for the adaptive reuse of the Property for the Intended Use, specifically including the acquisition of the Property by the Developer from the Agency, the occupation of the Property by the Developer, and use of the Project is hereby found by the Agency and acknowledged by the Developer: (i) to be consistent with and in furtherance of the objectives of the CRA Plan, (ii) to conform to the provisions of the Act, (iii) to be responsive to the Disposition Notice, (iv) to be in the best interests of the residents 3 of the City, (v) to further the purposes and objectives of the Agency, (vi) to further the public purpose of eradicating conditions of blight in the Area, and (vii) to advance economic opportunity and quality of life within the Area. The Parties recognize and agree that during the process of review and approval as provided for in this Agreement the design of the Project may be subject to change and modification as may be either agreed to by the Parties or required by the appropriate regulatory authority. 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. 3. Approval of Proposal. Based upon and as a result of the findings set forth in this Article, the Proposal is hereby approved and accepted by the Agency and the Agency will execute a resolution approving the Proposal, this Agreement, and the sale of the Property to the Developer prior to the Closing Date. 4. Cooperation of the Parties. The Parties recognize that the successful development of the Project is dependent upon their continued cooperation and each agrees that it shall act in a reasonable manner hereunder; to 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; to ensure the purposes of this Agreement are carried out to the full extent contemplated hereby; and to ensure the Project is designed, constructed, completed, and operated as provided herein. ARTICLE III. LAND USE, ZONING, AND RESTRICTIONS ON USE. 1. Zoning and Land Use. At the time of execution of this Agreement, the zoning district for the Property is Institutional and the future land use designation is Institutional. Nothing herein shall limit the Developer, after acquisition, from applying to modify the Future Land Use designation and zoning category to an Industrial designation or other designation. 2. Redevelopment Plan. The Agency represents that the Project and the Intended Use are consistent with the CRA Plan. 3. Community Development Code and Code of Ordinances. The Developer covenants and agrees to comply with the City's Community Development Code (the "CDC") and Code of Ordinances as it relates to any approvals for occupation of the Property. 4. Required Development Approvals. The Developer understands and agrees that in order to occupy the Property for the Intended Use, the City of Clearwater must issue a Development Order pursuant to a Flexible Development Comprehensive Infill application approved by the City of Clearwater Community Development Board (the "CDB") (the submittal, application, and process is hereinafter referred to as the "Application"). The Parties acknowledge and understand that the City's Planning and Development Department and the CDB will render independent decisions concerning the Application. 5. Restriction on Use of Property. For a period of fifteen (15) years after the Closing (the "Restrictive Period"), the Property shall be utilized only for the Intended Use. The 4 Developer shall ensure that the Property is used for its Intended Use within one hundred twenty (120) days after Closing. In the event the Property is not initially occupied for the Intended Use within this timeframe or is not used for the Intended Use for a period greater than thirty (30) days after initial occupation, such inaction shall be a default under this Agreement after providing written notice to the Developer of such default with thirty (30) days to cure after receipt of written notice. Notwithstanding the foregoing, if after Closing the Property is damaged by fire, casualty, or otherwise ("Casualty Event") and such Casualty Event prevents the Property from being used for the Intended Use for a period greater than thirty (30) days, the Developer shall have the option to repair and restore the Property or not repair and restore the Property. In the event the Developer chooses not to restore the Property, then the Agency shall have the right to repurchase the Property as provided in this Agreement. So long as the Developer has begun efforts to commence its repair and restoration of the Property within thirty (30) days after the Casualty Event, the Developer shall have such reasonable additional time as is necessary to repair and restore the Property and the Developer not using the Property for the Intended Use shall not be deemed a Default. The requirements of this Section 5 shall be memorialized in a restrictive covenant (the "Restrictive Covenant") in a form substantially similar to the form attached hereto as Exhibit "E". 6. Preservation of Existing Buildings and Structures. The Developer acknowledges and understands the historical significance of the main Armory building on the Property, as shown on Exhibit "B" attached hereto, and agrees to use reasonable best efforts to preserve and adaptively reuse said main Armory building as part of the Project. Any material exterior alteration to or demolition of the main Armory building, except as provided for in the Concept Plans, shall require approval of the Agency's Executive Director ("Material Work"), which approval shall not be unreasonably conditioned, restricted, or withheld. The Agency shall provide a written response to the Developer's notice of any Material Work within thirty (30) days after receipt. If the Agency does not timely provide a written response, the proposed Material Work shall be deemed approved. The Parties agree that any modifications to the Amory building related to loading docks, truck courts, parking areas, landscaping, utilities, stormwater improvements, signage, lighting, secondary structures, future warehouse or office additions, interior renovations, MEP upgrades, fire suppression systems, roof replacement, general maintenance and repairs, required ADA improvements, IT/network infrastructure, or other ordinary operational improvements shall not require approval of the Agency's Executive Director so long as such changes do not materially alter the exterior of the main Armory building . By execution hereof, the Agency agrees that the Concept Plans meet this preservation goal. Notwithstanding the foregoing, Developer shall be able to otherwise modify or alter the Property in accordance with applicable laws. The requirements of this section shall be memorialized in the Restrictive Covenant. 7. Not a Development Order or Permit. The Parties do hereby acknowledge and agree that this Agreement is not a "development order" or "development permit" within the meaning 5 of those terms in Section 163.3164, Florida Statutes. ARTICLE V. SALE AND PURCHASE AGREEMENT. 1. Findings; Representations. a. The Agency is the owner of the Property; and b. The Developer desires to purchase from the Agency and the Agency desires to sell to the Developer the Property. 2. Agreement to Sell and Purchase. The Agency hereby agrees tb sell and convey the Property to the Developer and the Developer hereby agrees to purchase the Property from the Agency, upon the terms and conditions set forth in this Agreement. 3. Purchase Price. The Purchase Price for the Property shall be Two Million Dollars and 00/100 Cents ($2,000,000.00) via Federal funds wire in United States currency funds at time of closing as more particularly described in this Agreement. 4. Property Condition. Subject to the representations and warranties contained in this Agreement and the closing documents, the Developer shall acquire the Property As Is, Where Is, With All Faults, and any and all risk associated with the condition of the Property whether known or unknown is assumed by the Developer. The City and the Agency make no representations or warranties as to the condition of the Property or any improvements located therein or its fitness for any particular use or purpose other than is disclosed in this Agreement or in any of the closing documents. Any information shared by the City or the Agency in relation to the Property is not to be construed as a representation or warranty. Notwithstanding the foregoing, the Agency agrees to provide the Property to the Developer at Closing in broom -clean condition and all personal property contained on the Property shall be removed prior to Closing or such property shall be deemed abandoned and may be disposed of by the Developer in Developer's sole discretion without further notice or liability. a. Inspection Period: The Developer may as of the Effective Date, at the Developer's expense, for a period of thirty (30) days following the Effective Date hereof ("Inspection Period"), conduct inspections, tests, environmental studies, and any other investigations of the Property the Developer deems necessary to determine suitability for the Intended Use. Upon execution of this Agreement, the Agency shall grant reasonable access to the Property to the Developer, its agents, contractors, and assigns for the purposes of conducting the inspections provided, however, any intrusive sampling of soils and groundwater on the Property shall be conducted only (i) during regular business hours, (ii) with no less than five (5) business days prior written notice to the Agency, which notice shall include the proposed scope of work for any such intrusive sampling, and (iii) in a manner which will not unduly interfere with the Agency's current use of the Property. Any damage to the Property caused by the Developer or its consultants in conducting any such environmental assessment, investigation, or review shall be repaired by the Developer at its sole cost and 6 expense provided, however, that in no event shall the Developer be liable for any preexisting conditions. The Agency will ensure that throughout the Inspection Period, any existing utilities services required for the Developer's inspections and investigations shall be maintained and not disconnected. The Developer shall not engage in any activity that could result in a mechanics lien being filed against the Property without the Agency's prior written consent. In the alternative, at the Developer's sole discretion, if the Agency offers to repair or otherwise remedy such conditions to the Developer's satisfaction, the Developer may accept such offer. If the Developer terminates this Agreement, and this transaction does not close, the Developer agrees, at the Developer's expense, to repair all damages to the Property resulting from its inspections and investigations and return the Property to its present condition. Developer may terminate this Agreement by written notice to Agency prior to the expiration of the Inspection Period for any reason whatsoever, or no reason at all. b. Developer's Agreement to Indemnify. The Developer hereby agrees to indemnify, defend, and hold the Agency and the City harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys' fees) caused solely by Developer's inspections or tests permitted under this Agreement with respect to conditions created by the Developer as a result of its inspections. The Developer's obligations under this section shall survive the termination of this Agreement or shall survive the Closing for a period of twelve (12) months. Developer will not be required to indemnify the Agency if and to the extent that any such loss, injury, liability, damage or expense was caused solely by the negligence or misconduct of the Agency, the City, or their employees or their agents. For the avoidance of doubt, the Developer shall not be liable to the Agency merely for discovering a pre-existing environmental condition. 5. Document Delivery. The Agency shall provide to Developer any and all prior surveys, environmental reports, plans, specifications, and contracts associated with the Property that are in the City or the Agency's possession within ten (10) days after the Effective Date. 6. Conditions Precedent to the Developer's Obligation to Close. The obligation of the Developer to consummate the transactions contemplated by this Agreement is subject to the following conditions precedent: a. The execution and delivery of this Agreement, and the consummation of the transactions contemplated by this Agreement shall have been approved by the Agency and, as necessary, the City. b. The Developer obtaining a loan for the financing of acquisition of the Property, and, at the Developer's discretion, any construction financing for the Intended Use. c. The Developer shall have received all necessary Approvals and Permits for the Intended Use. 7 d. The Agency shall have caused there to be no liens on the Property, other than Permitted Exceptions. e. The representations and warranties of the Agency set forth herein remain materially true on the Closing Date. f. The Agency is not in default of this Agreement. g. The Agency's delivery of a title commitment evidencing marketable title. In the event that any of the foregoing conditions have not been fully and unconditionally satisfied for any reason on or before the Closing Date, the Developer may either, in its sole discretion, waive the condition precedent and proceed to close, or terminate this Agreement by giving written notice to the Agency on or before the Closing Date, in which case this Agreement shall be deemed terminated without the necessity of further documentation. 7. Conditions Precedent to the Agency's obligation to Close. The obligation of the Agency to consummate the transactions contemplated by this Agreement is subject to the following conditions precedent: a. Delivery of Purchase Price, less any adjustments, by the Developer to the Agency. b. The representations and warranties of the Developer set forth in this Agreement are materially true on the Closing Date. c. The Developer is not in default of this Agreement. In the event that any of the foregoing conditions have not been fully and unconditionally satisfied for any reason on or before the Closing Date, the Agency may either, in its sole discretion, waive the condition precedent and proceed to close, or terminate this Agreement by giving written notice to the Developer on or before the Closing Date, in which case this Agreement shall be deemed terminated without the necessity of further documentation. 8. Closing Date. The Closing Date shall be no later than August 28, 2026, but may be earlier upon mutual agreement of the Parties. 9. Closing Procedure. At Closing, the Agency shall deliver to the Developer a special warranty deed delivering fee simple title to the Property. At Closing, the Agency and the Developer shall deliver to the Title Company all documents necessary or advisable to consummate the transaction contemplated hereby. a. Proration of Taxes. The Property is currently exempt from certain ad valorem real estate taxes. The Developer shall be responsible for any ad valorem real estate taxes assessed and billed from the date of Closing and any personal property taxes which may be legally assessed. b. The Agency shall pay all outstanding special assessments and taxes, interest, and 8 penalties levied against the Property prior to the Closing Date. c. The Agency will have terminated all original leases, if any, for the Property or any part thereof and all tenants will have vacated the Property by the Closing Date. d. The Agency shall ensure that the City or any other parties on the Property have vacated the Property, including all City's employees and equipment, prior to the Closing Date. e. The Agency shall deliver to the Developer all original documents that it is in possession of pertaining to the Property including licenses and permits, if any. 10. Closing Costs. The Developer shall pay for the following items at Closing: (a) all documentary stamps and transfer taxes, if any, for the deed; (b) its own attorney's fees; (c) survey and due diligence costs; and (d) any title fees related to endorsements and its lender's title policy. The Agency shall pay for the following items at Closing: (a) recording fees in connection with the special warranty deed, title curative instruments, and any documents contemplated to be recorded by the parties under this Agreement; (b) its own attomey's fees; and (c) the premium and all search fees payable for the owner's policy of title insurance. The closing shall be conducted by an agent of the Title Company or by such other agent selected by the Parties. I I. Title Evidence. a. Developer shall, at Agency's expense and no later than ten (10) days after execution of this Agreement, obtain a title insurance commitment issued by a Florida licensed title insurer ("Title Company") agreeing to liens, encumbrances, exceptions or qualifications set forth in this Agreement, and those which shall be discharged by Agency at or before Closing ("Title Commitment"). The Title Commitment shall agree to issue to Developer, upon the Closing of this transaction, a title insurance policy in the full amount of the Purchase Price, without exception for any matters other than the Permitted Exceptions as hereinafter defined. b. If the Title Commitment and/or Survey reveals any defects or any matters that are unacceptable to the Developer (a "Defect"), the Developer shall notify Agency in writing of such Defects within twenty (20) days after Developer's receipt of the Title Commitment and/or the Survey, whichever is later. Notwithstanding anything to the contrary, delivery of the Title Commitment and any updates thereto to the Agency, shall be deemed Developer's written notice of Defects. If the Agency elects to move forward with the closing, the Agency shall, at its sole cost and expense, promptly undertake to eliminate all such Defects to the reasonable satisfaction of Developer and the Title Company. However, the Agency shall have the right to elect not to cure any Defects. The Agency agrees to use its reasonable best efforts to satisfy promptly 9 any such Defects, but in the event Agency is unable within the exercise of due diligence to satisfy said Defects within sixty (60) days after said notice, the Developer may, at its option, (a) accept title subject to the Defects raised by the Developer in which event said Defects shall be deemed to be waived for all purposes or (b) cancel this Agreement upon written notice to Agency and this Agreement shall be of no further force and effect. It is expressly agreed that Developer, in its sole discretion, may elect to accept or reject any proposed affirmative title insurance as a satisfaction of a Defect. It is further specifically understood that Developer hereby objects to and will require the deletion of all standard exceptions including, without limitation: i. rights or claims of parties in possession not shown by public records; ii. easements or claims of easements not shown by public records; iii. discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any items in which a correct survey and inspection of the Property would disclose and which are not shown by public records; iv. any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by public records; and v. defects and liens first appearing subsequent to the effective date of the Title Commitment but prior to the Closing Date. Notwithstanding the foregoing, the Agency shall take all steps and spend any and all sums required to satisfy and effect the removal prior to closing of any title matters other than the Permitted Exceptions if such title matters are liquidated in amount or if caused by Agency. In the event that a lien, claim, or cause of action has been or shall be asserted related to any matter arising prior to Closing, Agency shall, at its sole cost and expense, immediately discharge or bond the discharge of same and defend against any claim or cause of action related thereto. Any licenses or easements through adjoining private Property for drainage, ingress, egress, parking, vehicular and pedestrian passage and the installation, operation and maintenance of utilities shall be pursuant to recorded agreements satisfactory to Developer in its sole discretion, and the easement areas created thereby shall be insured by the Title Company as part of the Property insured under the title policy issued at the Closing Date. c. The Property shall be conveyed to Developer subject to no liens, charges, encumbrances, easements, restrictions, exceptions, reservations or other matters of any kind or character other than the following exceptions (collectively, the "Permitted Exceptions"): i. Ad valorem taxes and assessments for the year of Closing and subsequent years, provided the same are not then due and payable; and 10 ii. Zoning ordinances, provided the same permit the existing and Developer's contemplated utilization of the Property pursuant to those uses approved in the Development Agreement. 12. Condemnation. In the event that prior to the Closing Date, all or any portion of the Property 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 the Developer's reasonable opinion, would have a materially adverse impact upon the Developer's use of the Property, the 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 the Developer shall be required to continue the purchase of the Property, in which event Agency shall assign or pay to the Developer the applicable portion of the proceeds payable under such condemnation proceedings, b.) delete the portion of the Property condemned or threatened to be condemned from this Agreement, with a proportionate reduction in the Purchase Price, or c.) terminate this Agreement. 13. Real Estate Commission. The Developer and the Agency represent that they have not used any brokerage services with respect to the conveyance of the Property. 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. 14. Maintenance of Property. Prior and up to the Closing Date, the Agency shall maintain the Property in good order and deliver same to the Developer on the Closing Date. 15. Radon Gas Notice. As required by § 404.056(5), Florida Statutes, the following notice is hereby given to the Developer as the prospective purchaser of the Property, 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 VI. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE DEVELOPER. 1. Representations and Warranties of Developer. 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 11 and 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 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.) require the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, 2.) contravene any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Developer, 3.) contravene or results in any breach of, default under or, other than as contemplated by this Agreement, or 4.) 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 fmancial 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 due and payable on such returns or on any assessments levied against the Developer. F. All financial information and other documentation, including 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. 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. 12 H. The Developer has the experience, expertise, and capability to complete the Project. 2. Covenants of Developer. The Developer covenants with the Agency that until the earlier of the Termination Date or the expiration of the Restrictive Period the following which shall generally be memorialized in the Restrictive Covenant: A. The Developer shall complete the Project in accordance with the Plans and Specifications, which are subject to change or modification as provided herein, and will not violate in any material respects any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will be applicable thereto, including the CRA Plan and the Act. B. The Developer shall maintain its financial capability to undertake and provide the services to be provided by the Developer hereunder and shall promptly notify the Agency of any event, condition, occurrence, or change in its financial condition which materially and adversely affects, or with the passage of time is likely to materially and adversely affect, the Developer's fmancial capability to successfully perform its obligations hereunder with respect to the Project as contemplated under the Concept Plans. C. The Developer shall not sell, lease, transfer, or otherwise dispose of all or substantially all its assets without adequate consideration, in its sole discretion, and will otherwise take no action which shall have the effect, singularly or in the aggregate, of rendering the 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. D. During the Restrictive Period, the Developer shall ensure that the Business actively engages in recruitment and hiring practices to fill its open positions at its branches or campuses that are located in the Area. Specifically, the operator of the Business shall be required to do the following during the Restrictive Period: I. Efforts to Accomplish Hiring Goals. The Business shall use commercially reasonable best efforts to hire up to (30) new, full-time employees in the areas of warehousing, operations, logistics, quality assurance, administration, and inventory management with a goal of employing at least ten (10) residents of the Area. II. Local Workforce Partnership. The Business shall list all job openings with the local workforce development agency, CareerSource Florida, or its successor agency, and shall promptly notify the Agency when such listings are posted. III. Local Job Fairs & Employment Opportunity Outreach. The Business shall partner with the Agency to participate in at least one hiring event annually but shall not be obligated to host such event. 13 IV. Apprenticeship and Training Programs. The Business will use commercially reasonable efforts to create a pathway to employment at the Business by establishing an apprenticeship, internship, or technical college partnership program within five (5) years of the execution of this Agreement. E. The Developer shall ensure that the Business occupying the Property for the Intended Use, obtains and maintains a current business tax receipt for its operations. 3. Survival. The covenants of the Developer as contained in Article VI, Section 2 above in this Agreement shall survive the conveyance of the Property by the Agency as provided in this Agreement and shall be memorialized in the Restrictive Covenant. ARTICLE VII. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE AGENCY. 1. Representations and Warranties. 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 the Act, 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 I.) require the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, 2.) contravene any existing law, judgment, governmental rule, regulation, or order applicable to or binding on the Agency, 3.) contravene 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. 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 14 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. 2. 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 of its obligations contained herein. 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 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 knowingly take any other action that would adversely impact 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. 3. Survival. The representations, warranties and covenants of Agency as contained in this Agreement shall survive the conveyance of the Property by the Agency. 15 ARTICLE VIII. DEFAULT. I. Default. If after the Effective Date the Developer or the Agency fails to perform or comply with any material provision of this Agreement and such items remains uncured thirty (30) days' after receipt of written notice thereof, then the occurrence of such event shall be a default by the non-performing or non -complying Party ("Default"). 2. Default Remedies. If a Default shall occur prior to the Closing Date, the non -defaulting Party's sole and exclusive remedy shall be to terminate this Agreement. A Default under this Agreement that occurs after Closing shall be provided for in the Restrictive Covenant Agreement recorded at Closing. 3. Right to Purchase Remedy. In the event of a Default under Article III, Section 5. that remains uncured after thirty (30) days' written notice thereof, the Agency shall have the right to purchase the Property at the then determined fair market value as determined by a mutually agreed upon property appraiser prior to offering the Property for sale to an outside party as provided for in the Restrictive Covenant Agreement. 4. 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, or condition 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. ARTICLE IX. TERMINATION. 1. Termination. This Agreement may be terminated by either Party prior to the Closing Date upon the occurrence of any of the following events or conditions: A. Failure of either Party to satisfy the conditions to closing; B. All or a portion of the Property is taken by the exercise of the power of eminent domain by a governmental authority (except the City or the Agency); C. The City approves an amendment to the CRA Plan, which is inconsistent with the Project being located on the Property; or D. A Default occurs under any other provision or term of this Agreement after notice and opportunity to cure are provided as provided in Article VIII. 2. The Developer may terminate this Agreement by written notice to the Agency prior to expiration of the Inspection Period for any reason whatsoever, or for no reason. 16 3. In the event of a termination pursuant to Section I. or 2. above, 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 or the Agency, except where specifically provided otherwise in this Agreement, and each Party shall be responsible for their own costs, excluding provisions of this Agreement which specifically survive the termination of this Agreement. 4. This Agreement, including the Restrictive Covenant Agreement, may be terminated by mutual written agreement between the Parties at any time after Closing. ARTICLE X. UNAVOIDABLE DELAY. Unavoidable Delay. 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 Section 2. below as an event of "Unavoidable Delay" shall be excused in the manner provided in this Article X. "Unavoidable Delay" or Force Majeure event means any delay that is directly attributable to and caused by flood, fire, earthquake, hurricanes, tornadoes, wind storms, "named storms," riots, national emergency, sabotage, strikes, labor dispute, wars, pandemics, events of similar or greater magnitude; terrorist threats or actions; or directives or orders issued by Governmental Authorities (defined below) that explicitly prohibit or prevent the Closing; the failure or refusal of Governmental Authorities to act and process applications within the time -frame required by law or ordinance, or otherwise hold public or private meetings due to COVID-19 or any other public health reason; unreasonable or unlawful delay by Governmental Authorities to act and process properly completed applications, permits and requested approvals with respect to the Approvals, an emergency order issued by Pinellas County, other emergency order issued by the City of Clearwater or other applicable governmental entities, agencies or authorities having jurisdiction, due to COVID-19 or any other public health reason or other causes beyond the reasonable control of the Developer including Executive Orders of the Governor regarding natural disasters. For the avoidance of doubt, a Force Majeure Event shall not include (1) financial distress or the inability of the Developer to make a profit or avoid a financial loss; (2) changes in market prices; or (3) the Developer's financial inability to perform its obligations hereunder. "Governmental Authorities" means any and all federal, state, county, city, town, other municipal corporation, governmental or quasi -governmental board, judge, court, agency, authority, department, or body having jurisdiction over the Property. Furthermore, notwithstanding anything to the contrary contained in the Agreement, all time periods applicable to the Developer shall be subject to day -for -day extensions in the event of any Governmental Delay (as hereinafter defined). "Governmental Delay" means any actual delay in the Approvals (including delays in the granting of entitlements or execution of agreements) to the extent that such delay is actually caused by any unlawful or unreasonable act or failure to act by the City or any of its employees, public officials, officers or committees/agencies (collectively, the "Government"). "City" refers to the City of Clearwater, Florida. 17 If the Developer reasonably determines that an Unavoidable Delay, Force Majeure Event or Governmental Delay is preventing the Developer from timely closing or another deadline in the Agreement, the Developer shall notify the Agency in writing and the time shall be tolled or the period of the delay. ARTICLE XI. MISCELLANEOUS. 1. Assignment. This Agreement is not assignable by the Developer without the prior written consent of the Agency. Notwithstanding anything to the contrary, the Developer shall be permitted to lease all or any portion of the Property so long as the tenant is utilizing the Property for the Intended Use. 2. Annual Report. Each year during the Restrictive Period, the Developer shall ensure that the Business submits an annual performance report to the Agency in a form mutually satisfactory to the Business and the Agency, which shall contain the following: A. Employment Hiring Efforts: The operator of the Business shall provide a summary of recruitment and hiring practices related to employment opportunities at its branches and campuses located in the Area for the preceding year. B. Employment Summary: An employee count of every full-time and part-time position for the Business at its branches and campuses that are located in the Area , including job titles. 3. Successors and Assigns. The terms, conditions, and restrictions herein contained shall bind and inure to the benefit of the Agency and the Developer and their respective successors and assigns and shall be deemed covenants running with the land binding any person or entity having at any time, any interest or estate in the Property. The rights, restrictions, and obligations are not personal. 4. Notices. Unless specifically provided otherwise in this Agreement, all notices, requests, demands, claims, and other communications herein shall be in writing, addressed to the office for each Party as indicated below, and may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; or (iii) sent via overnight courier. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier, receipt will be deemed effective two (2) calendar days after the sending thereof. To the Agency: Community Redevelopment Agency of the City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: Executive Director With copies to: 18 City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: City Attorney To the Developer: St. Benedict Holdings, LLC 1125 Eldridge Street Clearwater, Florida 33755 Attention: David Habib With copies to: Hill, Ward, & Henderson Attn: Katie Cole 600 Cleveland Street, Suite 800 Clearwater, Florida 33755 5. 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 shall be postponed to the next following business day. 6. Severability. If any term, provision, or condition contained in 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. 7. Applicable Law and Construction. The laws of the State of Florida shall govem the validity, performance, and enforcement of this Agreement. This Agreement has been negotiated by the Agency and the Developer, and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by the Agency or the Developer, but by all equally. 8. Venue; Submission to Jurisdiction. For purposes of any suit, action, or other proceeding arising out of or relating to this Agreement, the Parties do acknowledge, consent, and agree that venue thereof is Pinellas County, Florida. 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. 19 9. Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement. The Parties acknowledge, agree, and represent that this Agreement, including, without limitation, all of the Exhibits, is not a development agreement as described in Sections 163.3220 through 163.3243, Florida Statutes. 10. Complete Agreement. 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 to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence, and statements whether written or oral. Any provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. 11. Amendment. This Agreement cannot be changed or revised except by written amendment signed by both the Parties. 12. Captions. The article and section headings and captions of 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. 13. 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. 14. 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 Property, specifically including the conveyance of the Property by the Agency to the Developer. 15. Not an Agent. 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). 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. 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 Developer, 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 Developer, the City or the Agency within the meaning of the Constitution of the State of Florida or any other 20 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 governmental 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. 18. Attorney's Fees. In the event of any litigation between the Parties arising out of this Agreement, the prevailing Party shall be entitled to recover all costs and attorney fees incurred, such costs and fees to include without limitation reasonable attorney and paralegal fees incurred in related investigations, negotiations, trial, on appeal, and in any bankruptcy proceedings. 19. Financing. The Agency acknowledges that the Developer will finance the acquisition of the Property. The Agency agrees to reasonably cooperate with any requests from the Developer's lender related to the acquisition of the Property or any future financing of the Property. [SIGNATURE PAGES FOLLOW] 21 (AGENCY SIGNATURE PAGE) IN WITNESS WHEREOF, the Parties have set their hands and their respective seals affixed as of the /al's' day of - , 2026. v COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida. Approved as to form: Matthew J. Mytych, Esq. CRA Attorney $73/a r Date: A By: Date: Attest: Bruce Re CRA C airp e �a) jaoD fre Rosemarie Call ,j f Dy Clerk/��� 0"` /2 2)62 Date: l 22 (DEVELOPER SIGNATURE PAGE) STATE OF FLORIDA ) COUNTY OF PINELLAS ) The foregoing instrument was acknowledged before online notarization, this 3 day of Diy3 us$ fres;atak of 31,, kneckkk. Acp who has/have produced a driver's license as identification. ST. BENEDICT HOLDINGS, LLC, a Florida limiter , ility company. By: Print name: Title: ?rreatkr.I- / 6 a Date: /l t.4/In,1- 3, 2 o2-6, me by means 9( physical presence or , 2026 by ZDavic) }} 0.1.. b , as is/are personally known to me or yo who (NOTARIAL SEAL) 23 otary Pu .17c, State of Florida Name of Notary: c1. A„ W ; lll`als My Commission Expires: Q 4.0 ,a a i aoa9 My Commission No.: lig (6 Co 1`i 3 $ ,"! ay iC4tspip., '! COURTNEYANN WILLIAMS Notary Public - State of Florida Commission it NH 667438 ¶.aW My Comm. Expires Apr 21, 2029 Bonded through National Notary Assn. EXHIBIT "A" LEGAL DESCRIPTION Lot 1, GREENFIELD SUBDIVISION, as recorded in Plat Book 31, Page 28, of the Public Records of Pinellas County, Florida. Parcel I.D. Number: 10-29-15-33300-000-0010 24 EXHIBIT "B" CONCEPT PLANS 25 3 9 um"eMama u"encm mem " " Mt"' 4-,❑ 1 Site Plant Data Det" ' ..ilii ' 't " El SQCTES EMI FQWLER ASLA ❑� Q. ❑O pYo Mama's. o el, 0 El ARCHITECTS, INC. El El ❑ Clearmafa,Saida 33151 0 0 0 // X ELDRIDGE BT. --.\ 6113 _ QRS Q'r X . 1J r X SITE PLA N Land Use Data flips ke. KOWA! IA AI /II issP Art .\M- 'Al.-, J .f.VL'. Ars NORA 'NTA AtA- AST at ,.- I -s. art .Id rw• nin PAM T maglgrav osn isn Ps flail. Z • —X• W FEW 1004 �— bade wed Nes V Wn tab lam tacknaal DISABLED PAWING SIGN DETAIL )10 SCALE raamplArl- WIPER-PETAL RWA riti aama t%ca "gal DISABLED PARKING SPACE DETAILS HO WALE eFF g PreelIm -2 25 Nov 74 111111MID ci - N N T z 24-230 S Sp -IJ a� �i erriSnEr . or- l6912:41 pa n©� ( R - i • 4 DCT P . It Y a'•+., ,..110951 ry a. Wal Q I:kH —�ry . ,..... ... ... ELDRIDGE BT. --.\ 6113 _ QRS Q'r X . 1J r X SITE PLA N Land Use Data flips ke. KOWA! IA AI /II issP Art .\M- 'Al.-, J .f.VL'. Ars NORA 'NTA AtA- AST at ,.- I -s. art .Id rw• nin PAM T maglgrav osn isn Ps flail. Z • —X• W FEW 1004 �— bade wed Nes V Wn tab lam tacknaal DISABLED PAWING SIGN DETAIL )10 SCALE raamplArl- WIPER-PETAL RWA riti aama t%ca "gal DISABLED PARKING SPACE DETAILS HO WALE eFF g PreelIm -2 25 Nov 74 111111MID ci - N N T z 24-230 S Sp -IJ EXHIBIT "C" NO COERCION FOR LABOR OR SERVICES ATTESTATION Pursuant to Section 787.06(14), F.S., this form must be completed by an officer or representative of a nongovernmental entity when a contract is executed, renewed, or extended between the nongovernmental entity and a governmental entity. ST. BENEDICT HOLDINGS, LLC does not use coercion for labor or services as defined in Section 787.06, F.S. Under penalty of perju I declare that I have read the foregoing statement and that the facts stated in it are true and Signature: Printed Name: 1. 6i Title: nt\lno,✓ f-pre,i d.wt Date: /.» �/ (7, 2o2 -h STATE OF FLORIDA COUNTY OF PINELLAS ) The foregoing instrume online notariz tion, this of has/hav produced a driver's license as identificati was acknovAdged efore me by means Y physical re ence �r , 2026 by ..� j 1M(kt V), as day of I✓V(K�S' (NOTARIAL SEAL) \„NINIIIIININNH,o0 tin IGSRPIit kV • �'a '` I MYCOMMISSION % �E{{XX�,,P�IRES6&2027 J I ho I 26 is/are personally known to me or who n. tate of Name of Notary: My Commission Expires: My Commission No.: a EXHIBIT "D" PROPOSAL 27 St. Benedict,Holdings, LLC (Affiliate of Yo Mama's Foods) Proposal for Development (PFD) 706 N. Missouri Avenue — North Greenwood CRA 1. Purchase Price Offer St. Benedict Holdings, LLC hereby submits a purchase price offer of: $2,000,000 for acquisition of 706 N. Missouri Avenue through the Clearwater Community Redevelopment Agency pursuant to Florida Statutes §163.380. • Earnest Money: $100,000 within 10 business days of CRA/City Council approval. • Closing: Within 120 days of approval (one 30 -day extension for ministerial matters). • Financing: Bank pre -approval attached. 2. Project Description North Greenwood Campus Expansion The property at 706 N. Missouri Avenue will be incorporated into Yo Mama's Foods' expanding North Greenwood operations campus, which currently includes company-owned facilities located directly across from the site at: • 1125 Eldridge Street — Corporate headquarters and operations 1143 Eldridge Street — Warehouse and logistics facility The acquisition of 706 N. Missouri Avenue will allow the company to establish a consolidated headquarters and logistics campus within the North Greenwood CRA. Upon integration, the campus will support approximately 50,000+ square feet of combined operational space including: • Warehouse distribution • Logistics and shipping operations • E-commerce fulfillment • Light manufacturing and packaging • Inventory management and storage • Corporate headquarters offices 1 • Workforce training and operational support The Armory facility will function as the central logistics and fulfillment hub of the campus, supporting continued growth of Yo Mama's Foods' national distribution network. Size & Appearance Redevelopment of the facility is expected to include: • Adaptive reuse of the existing building • Industrial modernization improvements • Exterior facade, lighting, and landscaping upgrades • Loading and logistics infrastructure improvements • Secured logistics and shipping operations All improvements will comply with applicable zoning and development standards. Regional Logistics Consolidation The facility will also provide capacity to consolidate certain out-of-state logistics functions currently supported through third -party warehouses, including potential relocation of inventory and distribution operations currently located in Chicago. Bringing these operations to Clearwater will strengthen the local economic base and aligns directly with the CRA's preference for warehouse distribution and light manufacturing uses. 3. Financial Presentation Sources of Funds (Anticipated) • Bank Financing: $2,000,000 • Equity Contribution: $1,500,000+ • Additional Capital Funding: As needed for phased improvements Total anticipated initial funding: approximately $3,500,000+ Uses of Funds (Projected) • Property Acquisition: $2,000,000 • Renovation & Site Improvements next 5 years: -$2,000,000+ • Equipment &Warehouse infrastructure: 4750,000+ • Soft Costs (engineering, design, permits): $250,000+ • Total projected phased project investment: approximately $5,000,000+ 2 All figures represent planning estimates and are subject to refinement during due diligence and permitting. 4. Projected Employment & Payroll The campus expansion is projected to support approximately: 20-30 full-time positions over time, subject to operational growth. Positions will include warehouse operations, logistics, quality assurance, administration, and inventory management roles. • Projected median annual salary: 465,000 • Projected annual payroll at full buildout: 413M - $1.6M These employment projections are planning estimates provided for evaluation purposes. 5. Tax Base & CRA TIF Impact Current Condition The property is currently City -owned and tax-exempt, generating: • $0 in ad valorem taxes • $0 in CRA TIF revenue Post -Redevelopment (Projected) Based on anticipated improvements of approximately $5,000,000 in new taxable value: Category New Taxable Value Estimated Effective Millage Estimated Annual Taxes Estimated CRA TIF 10 -Year Estimated TIF Estimated Impact 45,000,000 1.8% - 2.2% 490,000 -$110,000 445,000 - $55,000 annually 4450,000 - $550,000 3 20 -Year Estimated TIF 4900,000 - $1.1M Redevelopment would convert a currently non -tax -producing municipal asset into a recurring revenue generator for the City and CRA. 6. Community Benefits • Continued recruitment within the North Greenwood community • Partnerships with workforce development organizations • Ongoing food security initiatives supporting local nonprofits • Certified minority-owned enterprise headquartered in Clearwater • Continuous operations within the North Greenwood CRA since 2019 7. Development Schedule Milestone Estimated Timeline CRA/City Approval 2026 Due Diligence —60 days post - approval Site Plan Approval 90 days (draft application included as Exhibit A) Closing Within 120 days Construction Plans & 6-9 months post - Permitting closing Renovation Following permitting Operational Integration 1-24 months All timelines are planning estimates subject to permitting and construction schedules. 4 8. CRA Alignment This proposal advances the goals of the North Greenwood CRA Plan by: • Supporting warehouse distribution and light manufacturing • Expanding local employment opportunities • Increasing taxable value and generating CRA TIF • Supporting minority enterprise growth • Encouraging long-term private reinvestment The project converts a tax-exempt City property into an active economic asset without reliance on public construction funding. 9. Experience & Campus Commitment Yo Mama's Foods: • Is headquartered in Clearwater • Has operated in North Greenwood since 2019 • Owns and operates adjacent facilities across from the sits • Maintains secured financing capacity • Requires no zoning changes • Does not depend on tax credits or speculative financing The acquisition of 706 N. Missouri represents a continuation of the company's established North Greenwood campus strategy. 10. Redevelopment Certainty & Economic Impact This proposal represents a uniquely low-risk redevelopment opportunity for the City and CRA. Key factors include: • Immediate integration with an existing adjacent operational campus • Demonstrated operational presence in North Greenwood • Secured financing capacity • No zoning changes required • No reliance on public construction subsidy • Immediate operational need for logistics and warehouse capacity Unlike speculative redevelopment proposals, this project integrates directly into an existing operating business with international distribution. 5 Yo Mama's Foods distributes products nationally through retailers including Costco, Walmart, Kroger, and Publix, and its continued growth has created an immediate need for expanded logistics capacity within Clearwater. The project therefore offers the highest level of execution certainty and long-term economic benefit for the North Greenwood CRA. County Economic Development Support Yo Mama's Foods has been approved for an economic development grant funding from Pinellas County supporting expansion and job growth associated with 706 N. Missouri Avenue. This independent County investment reflects recognition of the company's economic impact and long-term commitment to Clearwater. Non -Binding Projections Notice All employment projections, investment amounts, payroll estimates, tax projections, timelines, and operational plans contained herein are forward-looking, non-binding planning estimates provided solely for evaluation purposes. Final development scope, staffing levels, investment timing, and operational decisions will be subject to financing, market conditions, permitting, and definitive agreement negotiations. Exhibits Exhibit A — Draft FLD Application Exhibit B — Letters of Community and Institutional Support Exhibit C — Minority -Owned Business Certification Exhibit D — Financing Prequalification Letter (Hancock Whitney Bank) Exhibit E — Preliminary Redevelopment Budget (Planning -Level Estimate) Exhibit F — Photographs of Yo Mama's Foods Headquarters and Operations 6 EXHIBIT "A" HILL WARD HENDERSON SENDER'S DIRECT DIAL: 813-506-5207 SENDER'S E-MAIL: Inuren.rubenstein@hwhlew.com December 2, 2024 VIA ACCELA City of Clearwater Planning and Development Department 100 S. Myrtle Avenue Clearwater, FL 33756 Re: FLD Application for 706 N. Missouri Ave To Whom It May Concern: On behalf of our client, Magnificat Holdings LLC dba Yo Mama's Foods Co., please see the enclosed FLD Application and supporting documentation for the property located at 706 N. Missouri Ave. Yo Mama's Foods Co., is proposing a change of use to a Storage/Warehouse/Distribution facility at the above-mentioned property. The applicant desires to utilize the existing buildings and site as currently developed, with the addition of a truck well and loading dock along the southern side of the existing rear building. The property is owned by the Trustees of the Internal Improvement Fund of the State of .Florida and leased by the City of Clearwater_ The City currently utilizes the building for storage and office space, but has recognized the potential economic development opportunity the property could present if made available to nearby businesses. The applicant is hopeful that the City will pursue subleasing the property, and as such, is filing the attached application to determine whether the applicant's proposed use of the site as a Storage/Warehouse/Distribution facility would be permissible. As this application is solely for a change of use, rather than a full-blown redevelopment, and the City is the current occupant of the site, many of the materials 600 CLEVELAND ST. SUITE 800 CLEARWATER, FL 33755 TEL: 727.724.3900 FAX 727.724.2900 W W W.I-IWHLAW.COM being submitted are from the City's own permitting and development of the site. The applicant is not proposing to improve or remodel the existing site in a value of 25% or more of the valuation of the principal structure as reflected on the property appraiser's current records, there is no flexibility being requested from the parking standards, and a traffic impact study in not necessary based on the limited number of trips expected to be generated from the new use. The following narratives discuss the Stormwater, Landscaping and Tree Survey, Inventory, and Preservation Plan, and a Building Renovations Overview. Stormwater Narrative: The applicant will maintain the existing stormwater facilities on the Armory site. As the proposed change of use does not improve the existing site in a value of 25% of more of the valuation of the principal structure, no new stormwater management plan is proposed/required. Landscape Plan Narrative: The applicant will abide by and maintain the landscaping currently onsite in accordance with the landscape plan that was implemented by the City while leasing the Property. Any additional landscaping planted by the applicant will enhance the historic site's character while meeting the City of Clearwater's landscaping requirements. The approach will emphasize native and drought -resistant species to reduce water consumption, reflecting sustainable practices. 1. Proposed Landscaping Features: • Addition of native shrubs and groundcovers along the building perimeter to soften the visual impact and promote biodiversity. • A mix of shade trees and ornamental palms, with species like live oaks and Montgomery palms, strategically placed to provide canopy and aesthetic appeal. • Preservation and enhancement of green buffers along property boundaries to ensure privacy and continuity with the surrounding area. 2. Historical Considerations: • Plantings wilt harmonize with the building's historic aesthetic,maintaining a clean, elegant appearance through the use of timeless species and designs. Tree Survey, Inventory, and Preservation Plan A certified arborist has conducted a detailed inventory of the trees on the property, including size, species, and health condition, that were notated on the City's approved site plan back in April of 2007. Tree Inventory Highlights: • Several large shade trees, including mature oaks, are present and rated at a condition level of 3. As no new construction is proposed which would affect the trees noted on the tree inventory, no preservation plan is necessary. Building Renovations Overview The historic building will be painted white, and the applicant proposed to replace the existing windows with modern, energy-efficient windows. These upgrades maintain the integrity and aesthetics of the structure while aligning with contemporary building codes and sustainability practices. All changes respect the historical significance of the site. Should the City require any additional or updated information, please let us know. Thank you for your time and consideration on this matter. Very truly yours, HILL WARD HENDERSON Jasthaw e.Rdat, Lauren C. Rubenstein L.W.- 11RIGIIIA^II3 SEAVIIEUL'BAYTOI EACII PLANNING AND DEVELOPMENT DEPARTMENT FLS & FLD APPLICATION This application is REQUIRED for all Level One Flexible Standard Development (FLS) and Level Two Flexible Development (FLD) applications. All applications must be submitted online at: epermit.myclearwater.com It is the responsibility of the applicant to submit complete and correct information. Incomplete or incorrect information may invalidate your application. All applications are to be filled out completely and correctly and submitted '(including plans and documents, uploaded, processed and finalized) by 12 noon on the scheduled deadline date submittal calendar. The applicant, by filing this application, agrees to comply with all applicable requirements of the Community Development Code. Additional information on submittal requirements including worksheets and handouts. etc. FIRE DEPARTMENT PRELIMARY $200(not applicable for detached dwelling or duplexes) SITE PLAN REVIEW FEE: APPLICATION FEES: $100 (FLS - accessory structures associated with a single-family or duplexes) $200 (FLS- detached dwellings or duplexes) $475 .(FLS - attached dwellings,mixed-use, and.nonresidential uses) $300 (FLD - detached dwellings, duplexes, and their accessory structures) $1,205 (FLD - attached dwellings, mixed-use, and nonresidential uses) Property Owner (Per Deed): Trustees of the Internal Improvement Fund of the State of Florida (who lease the property to the City of Clearwater) Phone Number: N/A Email: 14/A Applicant/Primary Contact Name: Katherine E. Cole, Esq / Lauren C. Rubenstein, Esq. Company Name: Hill Ward Henderson Phone Number: 727-724-3900 Email: Katie.Cole@hwhlaw.com; Lauren.Rubenstein@hwhtaw.00m Address of Subject Property: 706 N Missouri Ave, Clearwater Parcel Number (s):10 29 15 33300 000 0010 Site Area (Square feet and Acres): 136, 363 sf/3.13 acres Zoning: Institutional Future Land Use: Institutional Description of Request (must include M. requested flexibility, parking, height, etc) : This is a request to cha ge the use to a storage/warehouse/distribution facility. See attached narrative. Page 1 of 5 Revised: 4/29124 LEARWATER BRIGHTAINDBEAVIOULeBAYW TEACH PLANNING AND DEVELOPMENT DEPARTMENT FLS & FLD APPLICATION General Information Provide the following general information on the proposed project. If not applicable mark N/A. The maximum permitted or required amounts are listed in the Zoning District in the Community Development Code which is available online at: https://library.municode.com/fl/clearwater/codes/community development code Dwelling Units: A dwelling unit is a building or portion of a building providing independent living facilities for one family including the provision for living, sleeping, and complete kitchen facilities. Max. Permitted: N/A Proposed: N/A Hotel Rooms: A hotel room is an individual room, rooms or suite within an overnight accommodations use designed to be occupied, or held out to be occupied as a single unit for temporary occupancy. Max. Permitted: N/A Proposed: N/A Parking: List parking spaces. Parking spaces must meet the requirements of the Community Development Code (CDC) including location, materials and dimensions. Back out parking is prohibited for most uses. Required: 21 Proposed: 29 existing Floor Area Ratio (FAR): Do not include parking garages, carports, stairwells and elevator shafts. Area is found by multiplying the length times the width dimension for each floor and should be expressed in square feet. Do not include parking garages, carports, stairwells and elevator shafts. FAR is not required for residential only projects unless in US 19 Zoning District. Max. Permitted: .65 Proposed: 0.136 Impervious Surface Ratio •(ISR): ISR means a measurement of intensity of hard surfaced development on a site, basically any surface that is not grass or landscaped areas on private property. An impervious surface ratio is the relationship between the total impervious versus the pervious areas of the total lot area. Link to additional information including ISR worksheet. Max. Permitted: .85 Proposed: 76.9% (104,863 sf mol) Please list percentage % and square feet Page 2 of 5 Revised: 4/29/24 LEARWATER PLANNING AND DEVELOPMENT DEPARTMENT BRIalif A D,SEATnEUL.AAYT6 BEACH FLS & FLD APPLICATION General Applicability Criteria Provide complete responses to each of the six (6) General Applicability Criteria of Community Development Code Section 3-914.A.1 through 6, explaining how, IN DETAIL, the criteria is met. Use additional sheets as necessary: 1. The proposed development of the land will be in harmony with the scale, bulk, coverage, density and character of adjacent properties in which it is located. See attached 2. The proposed development will not hinder or discourage the appropriate development and use of adjacent land and buildings or significantly impair the value thereof. See attached 3. The proposed development will not adversely affect the health or safety or persons residing or working in the neighborhood of the proposed use. See attached 4. The proposed development is designed to minimize traffic congestion. See attached 5. The proposed development is consistent with the community character of the immediate vicinity of the parcel proposed for development. See attached 6. The design of the proposed development minimizes adverse effects, including visual, acoustic, and olfactory and hours of operation impacts, on adjacent properties. See attached Page 3 of 5 Revised: 4/29/24 .LEARWATER.PLANNING AND DEVELOPMENT DEPARTMENT muGttr AN1353EAV nFUL• MYTO 9FAC[i FLS & FLD APPLICATION Flexibility Criteria or Use Specific Criteria Provide complete responses to the applicable flexibilitiy criteria (or use specific criteria in US 19 and Downtown Zoning Districts). These criteria are specific to the use and the Zoning District of the subject property and are part of the Community Development Code available online at municode.com : https://library.municode.com/fl/clearwater/codes/community development code If you need help finding the criteria or standards please contact a Development Review Planner at the Zoning Line 727-562-4604. Use additional sheets as necessary: See attached Page 4 of 5 Revised: 4/29/24 City of Clearwater / Yo Mama's Foods Co. 706 NLMissouriAve Clearwater, FL Description of Request: The City of Clearwater, North Greenwood Community Redevelopment Area, and Magnificat Holdings LLC dba Yo Mama's Foods Co. ("Yo Mama's"), respectfully requests approval for the use of the existing structure and parking area located at 706 N. Missouri Avenue ("Property") to utilize the property for Storage/Warehouse/Distribution. The building, known as the Armory, was built back in the 1950s on the corner of N. Missouri Ave and Eldridge Street. The property is currently owned by the City of Clearwater is utilized by various City Departments,. including Parka andRecreation and Special. Events,. for storage and office space. The City's economic development team has been working with Yo Mama's to expand its existing business in the North Greenwood district. The economic development team identified the Armory as a possible location but understands that it would require a change of use, and therefore triggers the FLD application process. Yo Mama's currently operates out of a building located at 1125 Eldridge Street, almost directly across from the Armory site. Yo Mama's would continue operations at its current site but isseeking. the ability, to expandthose operations with. the additional. Storage/Warehouse/Distribution space that the Armory site could provide in close proximity to its existing business. The proposed use of the Armory by Yo Mama's Foods would significantly contribute to the City's economic base by creating 25 new jobs in 3 years, directly supporting local employment in North Greenwood and economic development within the community. Yo Mama's Foods currently employs four residents from the 33755 ZIP code andis committed to extending. its hiring.andoutreach efforts to further supportthe North. Greenwood area. its plans include enhancing the neighborhood's appearance by investing in facade improvements to the Armory building, ensuring it aligns with the City's vision for revitalization. Furthermore, by establishing its expanded headquarters at the Property, Yo Mama's Foods aims to be a key partner in the City's Tong -term economic and social development goals in the North Greenwood area. This project not only brings new economic activity to the area but also fosters community engagement.and collaboration,. helping to solidify North Greenwood as a vibrant, thriving neighborhood. Yo Mama's requests the use, setbacks, parking and other development standards as set forth on the Land Use data table on the preliminary site plan and below: Land Use Data /et rvjdadri ta! area far a,vtaan°Y N47n7nMAI !1? N411nmr.NAL -!n ^ITY' P. 1. R. • 14Msf,SIMM wog vt Asir ightal ers VA e r Iffti'ar 044% 244%, AI w -IAA/. A" : ?ATI „r AnA. . 14'-2' 6,4'-@ 42,176 w e tll'a17 it'...1T4t IRn rrn TBD Tpn TRD trip *wen*efliar' pmr, t it *Dere IS 4% 4 .; TRA TRp pr General Applicability Criteria 1. The proposed development of the land will be in harmony with the scale, bulk, coverage, density and character of adjacent properties in which it is located. The proposed development is consistent with the building that has existed on the property for over 70 years. The size, scale and bulk of the building is in harmony with the other industrial uses along Eldridge Street. The properties to the west and the south are zoned Industrial Research and Technology, with warehouses existing.immediately to the westand.lightmanufacturing. and warehouses to the south. The properties to the east of the Property are zoned Institutional and consists of a vacant lot and a preschool. North of the Property is Jack Russell Stadium, which is zoned Open Space/Recreation. 2. The proposed development will not hinder or discourage the appropriate development and use of adjacent land and buildings or significantly impair the value thereof. The use of the site as a Storage/Warehouse/Distribution facility is reflective of the development of the existing industrial area bounded by N. Missouri Ave, Maple Street, Martin Luther King Jr. Avenue and Seminole Street. 3. The proposed development will not adversely affect the health or safety of persons residing. or working_ in the neighborhood of the proposed use. The proposed development will not adversely affect the health or safety of persons residing or working in the neighborhood. The proposed use is consistent with the surrounding development, and the site will remain virtually unchanged. 4. The proposed development is designed to minimize traffic congestion. The proposed development isdesigned to minimize traffic congestion_ The proposed use will only generate 26 AM peak hour and 29 PM peak hour trip ends, which will have very minimal effect. 5. The proposed development is consistent with the community character of the immediate vicinity of the parcel proposed for development. The proposed reuse of the Armory building is consistent with the community character of the immediate vicinity, of the parceL.As discussedabove,.the parcel. is located in a small, but defined, industrial area in North Greenwood. The Armory building itself is unique and adds to the community character, so preserving. the existing. building, while allowing, the expansion of an. existing. nearby business, will bring new economic activity to the area and solidify Noth Greenwood as a vibrant, thriving neighborhood. 6. The design of the proposed development minimizes adverse effects, including visual, acoustic and olfactory and hours of operation impacts, on adjacent properties. The .proposal is solely for a. change of use. The site .is going. to be used consistent with the existing site plan, except for the small addition of a truck well and loading dock. It will operate during normal business hours, and the activity, including visual, noise and smell, will be consistent with all the surrounding industrial properties. The truck loading dock will be located behind the existing building that fronts N. Missouri Ave (and therefore not visible from N. Missouri Ave), so there should be no visible, audible nor olfactory impacts to the preschool located across It Missouri. Ave due to the shielding, that the current building provides. COMPREHENSIVE INFILL REDEVELOPMENT - PROJECT CRITERIA While this request does not include changes to the approved site plan, other than the addition of a loading dock for trucks, responses to specific design criteria are included below. 1. The development or redevelopment of the parcel proposed for development is otherwise impractical without deviations from the intensity and development standards,. This is a proposed change of use, no deviations from what is currently developed is proposed. The only proposed addition is a truck well and loading dock, which will be constructed in an area that is already impervious. The new proposed side setback, as it relates to the loading dock, is 64 feet. 2. The development or redevelopment will be consistent with the goals and policies of the Comprehensive Plan, as well as with the general purpose,. intent and basic planning objectives of this code, and with the intent and purpose of this zoning district. The proposed development is consistent with the goals and policies of the Comprehensive Plan, as well as with the general intent and basic planning objectives of this code, and with the intent and purpose of this zoning district. Applicable Comprehensive Plan Goals/Policies/Objectives include but are not limited_ to:. Objective QP 5.10 Support the recruitment, retention, and expansion of existing industries through economic opportunity and creation of jobs and workforce training. QP 5.10.2 Evaluate city -owned properties for possible expansion of economic opportunities or industries before .being declared surplus, QP 5.10.4 Encourage the formation and growth of small and minority-owned businesses. 3. The development or redevelopment will not impede the normal and orderly development and. improvement of surrounding properties.. The change of use will not impede the normal and orderly development and improvement of surrounding properties. Yo Mama's opened its current warehouse down the block on Eldridge Street in a once vacant warehouse in 2019. Its business ended up being the catalyst that attracted more businesses to the area. The expansion of Yo Mama's business to include the subject Property would continue the economic development trend and momentum that the area is currently experiencing:. 4. Adjoining properties will not suffer substantial detriment as a result of the proposed development As discussed above, adjoining properties will not suffer substantial detriment as a result of the proposed change of use. The proposed use is consistent with the surrounding light industrial uses. The proposed truck well and loading dock, where most the noticeable activity on the site will occur, is shielded from the preschool located across N. Missouri Ave by the existing building. 5. The proposed use shall otherwise be permitted by the underlying future land use category,. be compatible with adjacent land uses, will not substantially alter the essential use characteristics of the neighborhood; and shall demonstrate compliance with one or more of the following objectives: a. The proposed use is permitted in this zoning district as a minimum standard, flexible standard or flexible development use; b. The proposed use would be a significant economic contributor to the City's economic base by diversifying the local economy or by creating jobs;. c. The development proposal accommodates the expansion or redevelopment of an existing economic contributor d. The proposed use provides for the provision of affordable housing e. The proposed use provides for development or redevelopment in an area that is characterized by other similar development and where a land use plan amendment and rezoning would result in spot land use or zoning designation;. f. The proposed use provides for the development of a new and/or preservation of a working waterfront use The proposed use would be consistent with the underlying future land use category of Institutional. As described by the Comprehensive Plan, Objective 5.1, the Future Land Use Categories "guide development consistent with the Countywide Plan Map." The consistent Countywide Plan Map Category is Public/Semi-Public, which specifically allows the use of Storage/Warehouse/Distribution. As described above,. the use is compatible with adjacent land uses and will not alter the essential use characteristics of the. neighborhood_ Furthermore, the development proposal. accommodates the expansion of an existing economic contributor (Yo Mama's Foods Co.) and would create an estimated 25 additional jobs within the first 3 years at the new site. 6. Flexibility with regard to use, lot width, required setbacks, height, and off- street parking are justified based on demonstrated compliance with all of the following. design objectives: a. The proposed development will not impede the normal and orderly development and improvement of the surrounding properties for uses permitted in this zoning district; This criterion has been met. The proposed use will utilize the existing developed buildings and lot and is consistent with the surrounding properties. b. The proposed development complies with applicable design guidelines adopted by the City; N/A._ c. the established or emerging character of an area; The proposed use is consistent with the surrounding industrial uses that make up the character of the area. The Armory building has been a part of the neighborhood since the 1950s and utilizing the existing building, rather than redeveloping the property, keeps the historic character of the property. Yo Mama's plans on enhancing the neighborhood's appearance by investing in facade improvements to the Armory building, ensuring, it aligns with the City's vision for revitalization. d. In order to form a cohesive, visually interesting and attractive appearance, the proposed development incorporates a substantial number of the following design elements: • Changes in horizontal building planes • Use of architectural details such as columns, cornices, stringcou.rses,. pilasters, porticos,. balconies, railings,, awnings, etc. • Variety of materials and colors • distinctive fenestration patterns • Building stepbacks; and • Distinctive roof forms N/A— as the proposed development will utilize the existing buildings and lot. But, as noted above, the existing Armory building is unique in appearance and has been in existence since the 1950s. It adds to the character of the neighborhood with distinctive architectural details that are immediately recognizable. e. The proposed development provides for appropriate buffers, enhances landscape design and appropriate distances between buildings. The proposed development will utilize the existing developed buildings and parking lot, which has peacefully existed for the last 70 or so years. The site currently features Targe setbacks and appropriate landscaping in all pervious areas of the site,, which Yo Mamas will. maintainin. good condition.. As this application is solely for a change of use, rather than a full-blown redevelopment,. and the City is the current occupant of. the site,, many of the materials being submitted are from the City's own permitting and development of the site. Yo Mama's is not proposing to improve or remodel the existing site in a value of 25% or more of the valuation of the principal structure as reflected on the property appraiser's current records, there is no flexibility being requested from the parking standards, and a traffic impact study in not necessary based on the limited number of trips expected to be generated from the new use. The following narratives discuss the Stormwater, Landscaping and Tree Survey, Inventory, and Preservation Plan, and a Building Renovations Overview. Stormwater Narrative: Yo Mama's will maintain the existing stormwater facilities on the Armory site. As the proposed change of use does not improve the existing site in a value of 25% of more of the valuation of the principal structure, no new stormwater management plan is proposed/required. Landscape Plan Narrative: Yo Mama's will abide by and maintain the landscaping currently onsite in accordance with the landscape plan that was implemented by the City while leasing the Property from the State. Any additional landscaping planted by Yo Mama's will enhance the historic site's character while meeting the City of Clearwater's landscaping requirements. The approach will emphasize native and drought -resistant species to reduce water consumption, reflecting sustainable practices. 1. Proposed Landscaping Features: • Addition of native shrubs and groundcovers along the building perimeter to soften the visual impact and promote biodiversity. • A mix of shade trees and omamental palms, with species like live oaks and Montgomery palms, strategically placed to provide canopy and aesthetic appeal. • Preservation and enhancement of green buffers along property boundaries to ensure privacy and continuity with the surrounding area. 2. Historical Considerations: • Plantings will harmonize with the building's historic aesthetic, maintaining a clean, elegant appearance through the use of timeless species and designs. Tree Survey, Inventory, and Preservation Plan A certified arborist has conducted a detailed inventory of the trees on the property, including size, species, and health condition, that were notated on the City's approved site plan back in April of 2007. Tree Inventory Highlights: • Several large shade trees, including mature oaks, are present and rated at a condition level of 3. As no new construction is proposed which would affect the trees noted on the tree inventory, no preservation plan is necessary. Building Renovations Overview The historic building will be painted white, and Yo Mama's proposed to replace the existing windows with modem, energy-efficient windows. These upgrades maintain the integrity and aesthetics of the structure while aligning with contemporary building codes and sustainability practices. All changes respect the historical significance of the site. Should the City require any additional or updated information, please let us know. Thank you for your time and consideration on this matter. r `Ct_EARWATER 77,7 MCI rr AND BeAunt anYTO HF.1CU PLANNING AND DEVELOPMENT DEPARTMENT FLS & FLD APPLICATION Affidavit of Authorized Agent If multiple owners or properties, multiple affidavits may be required. 1. Provide names of the Lessee - PRINT full names: City of Clearwater (currently leases the property from the Trnstees of the Internal Improvement Fund of the State of Florida) 2. That (1 am/we are) the Lessee of the following described property: 706 N. Missouri Ave, Clearwater, FL 33755 3. That this property constitutes the property for which a request for (describe request): A Change of Use to a Storage/Warehouse/Distribution Facility 4. That the undersigned (has/have) appointed and (does/do) appoint: Lauren C. Rubenstein and Katie E. Cole, Hill Ward Henderson as (his/their) agent(s) to execute any petitions or other documents necessary to affect such petition; 5. That this affidavit has been executed to induce the City of Clearwater, Florida to consider and act on the above-described property; 6. That site visits to the property are necessary by City representatives in order to process this application and the owner authorizes City representatives to visit and photograph the property described in this application; 7. That (l/we), the undersigned authority, hereby certify that the foregoing is true and correct. Lessee of the Property Note: This Property is Leased by the City of Clearwater from the Trustees of the Internal Improvement Fund of the State of Florida. The City must obtain permission from the State of Florida to Sublease the Property, but the City of Clearwater is the Party in control of the Property, and the City has the authority to process the subject FLD application. STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me by means o physical presence or o online notarization, this day of 202_ by ( ) as ( ) of ( ), who _ is/are personally known to me or_ who has/have produced a driver's license as identification. NOTARY PUBLIC Signature: My Commission expires: WO WOPigUD OD WO - +C A3T • L L VAT I UN' CITY of CLEARATER Dept. of Parks and Recreation The National Guard Armory Remodeling PROJECT NUMBER: 06-003—PR OWNER: CITY of' CLEARWATER DEPT. of PARKS and RECREATION 100 5. MYRTLE AVENUE CLEARWATER, FLORIDA. 121. 562. 1800 MAYOR: HON. FRANK HIBBARD 9-Y_ 112 SOUTH OSCEOLA AVENUE _S-7— CLEARWATER. FLORIDA COUNCIL MEMBERS: CARLEN A. PETERSEN (VICE MAYOR/COUNCIL MEMBER) JOHNR GEORGE RETEKOS PAUL F. GIBSON CITY MANAGER WILLIAM B. HORNE II PARK 1 RECREATION DEPARTMENT DIRECTOR KEVIN E. DUNBAR DRAWING LIST CS -I COVER SHEET Ida 2d3 3d3 Id2 2.12 MAIN BUILDING: SITE PLAN AREA TABULATION PLAN SITE DETAILS LANDSCAPE PLAN IRRIGATION PLAN A-11 FLOOR PLAN I SCHEDULES Ail INTERIOR ELEVATIONS 1 DETAILS -I 3 REELECTED CEILING ANO FRAISNG PLAN A -13A P.EIZANDE FRA..\G PLA% !ALTERNATE W A -1.3B SECTIONS I OEAL5 (ALTERNATE N A -IA ISTERIOR ELEVATIONS I DETAILS P -Lo P -IJ P -I2 P -LEE FP -I FP -3 FP -3 CNGS. 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Peg N. a ee F a Ly Awen.I.N, Na e] FAtlWO RECORD OI4MNGS REASON BY DATE CITY OF CEEARWATIX, FLORIDA PARRS & RECREATION DEPARTMENT 'Tete A Break Ara Eeaeae• -S UNUM1Oaiwnw NATIONAL GUARD ARMORY PARKS & REC. DEPT. - SPECIAL EVENTS DIVISION AREA TABULATION PLAN MEMO fPOJIMIR3 RECEIVED APR I IID DEVELOPMENT 011D°I/"W•.00COICES OF OIYAMap GOVERNAtE ENGINEERING 5 RVICES, INC. 1201041°0 , IMAMcic goa e/e N/ 1/4 07 /RI >..' N/A N/ e • North oeisit ea cans:.. Or !W) L• f' Y^er R r• lI�.u_ 9t. flf•I• •f BECTON R tOWNWP 289. MOB tR PARCEL ID. NO 9I2WISOSTICO/CO3/0010 —r-- ==.I✓•y�:. �1�d-'Yie re. lk Irn ISA SYMBOL LEGEND Nom We OW ay mkt lime dor hie. PLAN LEGEND u/ �' . p J _1 Is tl J•rM4y• jO r:SiiE�Y u3."uTmm.rtm •'a1 re TENSA i. NI(ES _ t. mom erweine.o.w. ow ace ®-, worm.. n • eracwwieN• r�o OZOVIZ e•.OZL%yOLO .Lala l![ TEW! �6"z,� "'df:_ n' - T_.! •`.r� ��*w :s?.^'t� •�'r---s, Tei %_ T -I ..� t $ r NMI • 19/12 B 0 CITY OF CLEARWATER, FLORJOA •PARRS 8 RECREATION DEPARTMENT Thea Break and Recreate' _inti �tt.t'. EC_.. __ A IEETJ NEIOaOet a.ea Cir"r or° V8M/11ifRa_, NATIONAL GUARD ARMORY PARKS & REC. DEPT. - SPECIAL EVENTS DIVISION SITE PLAN - PERMIT COVERNALE ENGINEERING SERVICES. INC. wrw=ttgamamau, „ mart =.1 canwltIN wtoc e,. .. �•.,p e"mR,rte Ff. 01/0 .n 31) 07_34.11S, nlVCCo eprLNe tali 11084 tri O17RU)1 3L21a 11 C. ax_ 1 .f0 Ail 19N1. - tea ,Jx•1“rf 71U C CV: - _- - ` flan- 011.3.3 -J10° nits v:7.1•1 " - `t In §RAvi MAIN CONC.LINTLL S LOCK.CONt, '-Szc (Lair _11eNt eoTIPIC _I• . %ttOJJA L •G 1JAFlo / TI® 1�1 lp JUNI Mrs 1 / .DIIICK "9 Er pnn I:L or ._ _ -MRONT 7NTTtAN LJ SNJJT 7. . t n 5 1 !. Y A T 1 0 N �P.1 t,co rlN4 -,--•2417•1•1"1” , .5S My rl. D LK. 7. Lauren C. Rubenstein From: Dresch, Raymond <Raymond.Dresch@MyClearwater.com> Sent Monday, December 2, 2024 10:44 AM To: Lauren C. Rubenstein Cc: Kozak, Ted Subject: RE: Armory project - Comp Infill App (706 N Missouri Ave) [IMAN- FIRMLIVEFID2109736] (External email; exercise caution) Lauren, Hope you had a happy and safe Thanksgiving. Based on the data provided I do not foresee the need for a traffic impact study (less than 51 peak trips generated) or parking demand study (parking located off-street / on-site). Under Section 4-904 of the Clearwater Community Development Code, subparagraph C.3 Development projects that generate less than 51 new peak hourtrios are required to pay a multi -modal impact fee in accordance with Section 4-905. They - • • r• • 11 • .1 .• t .1 u..1.•".1", • ., • Note: Multi -Modal Impact Fees are determined by Pinellas County Chapter 150. Article II. Off -Street Parking: ADA— looking at the provided plan, please ensure ADA parking is compliant wit the City Standards (Index 118 & 119). Also keep in mind -- Florida Statute 553.5041(5)(a) All spaces must be located on an accessible route that is at least 44 inches wide so that users are not compelled to walk or wheel behind parked vehicles except behind his or her own vehicle. Raymond Dresch, E.I. Engineering Specialist III City of Clearwater [Public Works / Transportation Office: 727.444.8775 CeII: 727.383.1901 ()CLEARWATER =car A.\D BLA&JUELIL. BAY TO BEACH From: Lauren C. Rubenstein <Lauren.Rubenstein@hwhlaw.com> Sent: Tuesday, November 26, 2024 3:49 PM To: Dresch, Raymond <Raymond.Dresch@MyClearwater.com> Cc: Kozak, Ted <Ted.Kozak@myclearwater.com> Subject: FW: Armory project - Comp Infill App (706 N Missouri Ave) [IMAN-FIRMLIVE.FID2109736] CAUTION: This email originated from outside of the City of _Clearwater. Do not click links or open attachments- m_ e_nts unless your 'recognize the sender and know the content Is safer 1 Ray, Wanted to follow up with the information you requested regarding the parking and trip generation. My client is preparing to submit an FLD application for the above-mentioned site in the hopes of being able to secure approvals that may ultimately enable him to utilize the old Armory site as a shipping/warehouse facility. A preliminary site plan is also attached for your reference. The only change to the existing site is the addition of a loading dock. Everything else will remain the same. Attached (and below) are the ITE calculations from our traffic engineer, Michael Yates. Based on these calculations, we will not be asking for any flexibility from the parking standards (existing parking (29) exceeds the required parking (21)), and the proposal will only generate 26 AM peak hour and 29 PM peak hour trip ends based on the ITE Trip Generation 11th Edition. Please advise if you need any additional information or whether based on the information provided the city can confirm that no traffic impact nor parking demand study is required for the FLD application. Thank you! Hope you have a nice Thanksgiving! Lauren C. Rubenstein Shareholder 0:813.221.3900 1 d: 813.506.5207 1 Lauren.Rubenstein@hwhlaw.com 1 hwhlaw.com 101 E. Kennedy Blvd., Suite 3700, Tampa, FL 33602 HMIHILL WARD HENDERSON Ei From: Michael Yates <myates@palmtraffic.com> Sent: Tuesday, November 26, 2024 3:24 PM To: Lauren C. Rubenstein <Lauren.Rubenstein@hwhlaw.com> Subject: RE: Armory project - Comp Infill App (706 N Missouri Ave) [IMAN-FIRMLIVE.FID21097361 [External email; exercise caution] Lauren, Nice speaking with you today. Attached is the requested information. Please let me know if you need anything additional. • What is the ITE trip generation? The 18,525 SF of warehouse use (ITE LUC 150) is estimated to generate 26 AM peak hour and 29 PM peak hour trip ends based on the ITE Trip Generation 11th Edition. ■ How much parking is determined per ITE?The 85th Percentile parking demand for the 18,525 SF of warehouse use is 21 spaces per ITE Parking Generation 6th Edition. 2 Palm Traffic Engineering • Planning Michael Yates Principal (813) 359-8341 Direct (813) 296-2595 Main (813) 205-8057 Cell 4006 S. MacDill Avenue Tampa, Florida 33611 CONFIDENTIALITY NOTE: The contents of this email and Its attachments are confidential and maybe privileged. If you are not the Intended recipient, please Immediately notify the sender (by return e-mail or telephone), destroy the original and all copies of this message along with any attachments, and do not disclose, copy, distribute, or use the contents. Please consider the environment before printing thls e-mail. 3 ARBORIST'S REPORT Location: Yo Mama Food Co. Annex 706 N. Missouri Ave. Clearwater, FI Prepared for: Mr. David Habib Yo Mama Food Co 1125 Eldridge St. Clearwater, FL Urban Forestry Solutions, IIc 7727.224. i llDfFEAC,-` W raom.Nar By: Rick Albee ISA Certified Arborist, SO -0989A ISA Tree Risk Assessment Qualified (TRAQ) 2R CERTSEO AgnaMST �1 11 ISk 1 TREE INVENTORY The following Arborist's Report is a Level 2, Basic Assessment, submitted by Urban Forestry Solutions, LLC, and includes findings that I believe are accurate based on my over 35 years of education, experience and knowledge in the field of Arboriculture. 1 have no interest personally or financially in this property and my report is factual and unbiased. The following Tree Inventory Report will identify each tree by its size, species and overall condition rating with accompanying notes justifying the Condition Rating. This is NOT a tree risk assessment. The Tree Survey indicates the location of the tree on the site by the tree identification number. This tree identification number corresponds to the number on the Tree Inventory Report. METHODOLOGY Tree evaluations can be performed at different levels of intensity: Level 1: Limited Visual Assessment — A visual assessment performed, typically on foot, to identify obvious defects. Level 2: Basic Assessment — A detailed visual inspection of a tree and the surrounding site. This assessment may include the use of simple tools. A Level 2 Assessment requires the tree assessor to walk completely around the tree trunk, to exam any surface roots above ground, the trunk, and the branches. Level 3: Advanced Assessment — An assessment performed to provide detailed information about specific tree parts, defects, targets, or site conditions. Specialized equipment, data collection and analysis, and/or expertise are usually required. TREE INVENTORY DATA A tree inventory is a written record of a tree's condition at the time of inspection. Problems not apparent upon visual observations from the ground cannot be noted and were not noted. A tree inventory is also a valuable tool to prioritize tree maintenance and/or removal of trees with problems that could lead to failure and cause personal injury or property damage. The following is an explanation of the data used in the inventory: Tree# - location - Each tree is assigned a number for reference in the inventory that corresponds with a number on the Tree Survey that identifies the, location of the tree in the field. Size — Diameter at breast height (DBH) is the size of the tree's trunk measured at 4.5' above grade. I ' there is a fork in the think at that point; the diameter is measured at the narrowest area below the fork. Palm species are measured in feet of clear trunk (C.T.). Palm trees <10' are not protected and are noted as Exempt. Species — Each tree is listed by its common and botanical name the first time it is listed in the inventory. For simplicity, the tree is listed by its common name thereafter. Condition Rating — The Condition Rating is an assessment of the tree's overall structural strength and systemic health. Elements of structure include: 1) the presence of cavities, decayed wood and/or split, cracked, or rubbing branches etc., 2) branch arrangements and attachments (i.e., well -spaced branches vs. several branches emanating from the same area on the trunk; co -dominant trunks vs. single leader trunks; presence of branch collars vs. included bark). 2 Elements of systemic health relate to the tree's overall energy system measured by net photosynthesis (food made) vs. respiration (food used). A tree with good systemic health will have a vascular system that moves water, nutrients and photosynthate around the tree as needed. Tf a tree is said to be Chlorotic (yellowing) it is lacking nutrients or fertilizer. Indicators of a healthy systemic system used in the overall condition rating include: 1) live crown ratio (the amount of live crown a tree has relative to its mass), 2) crown density (density of the foliage). Poor density typically indicates a declining tree and/or the tree's crown does not have adequate space to develop, generally due to competition from adjacent trees, 3) tip growth (shoot elongation is a sign that the tree is making and storing energy.) The overall condition rating also takes into consideration the species, appearance and any unique features. The rating scale is 0-6 with 0 being a dead tree and 6 a specimen. Increments of 0.5 are used to increase accuracy. Examples of the tree rating system are as follows: 0- A dead tree 1- A tree that is dying, severely declining, hazardous, harboring a communicable disease. A tree with a rating of#1 should be removed as it is beyond treatment and is a threat to cause personal injury or property damage. 2 — A tree exhibiting serious structural defects such as: co -dominant stems with included bark at or near the base; large cavities; large areas of decayed wood; extreme crown dieback; cracked/split scaffold branches; etc. Also included is a tree with health issues (low energy, low live crown ratio, serious disease or insect problems, nutritional deficiencies or soil pH problems). A tree with a rating_of #2 pr 2.5 should be removed unless the problem(s) can be treated. A tree with a #2 Condition Rating will typically require a considerable amount of maintenance to qualify for an upgrade of the Condition Rating. 3- A tree with average structure and systemic health, minor crown dieback and problems that can be corrected with moderate maintenance. A tree with a co -dominant stem not in the basal area that can be subordinated, cabled and braced or a co -dominant stem that will soon have included bark can be included as a #3. A tree with a rating of #3 has average appearance, crown density and live crown ratio and should be preserved if possible. 4- A tree with a rating of #4 has good structure and systemic health with minor problems that can be easily corrected with minor maintenance. The tree should have an attractive appearance and be essentially free of any debilitating disease or insect problem. The tree should also have above average crown density and live crown ratio. Mature trees exhibiting scars, old wounds, small cavities or other problems that are not debilitating can be included in this group particularly if they possess unique form or other aesthetic amenities relating to their age. A tree with a rating of #4 is valuable to the property and should be preserved. 5 — A tree with very high live crown ratio and exceptional structure and systemic health and virtually free of insect or disease problems or nutritional deficiencies. A tree in this category should have a balanced crown with exceptional aesthetic amenities. A tree in this category should be of a species that possess characteristics inherent to longevity and withstanding construction impacts. A tree with a #5 rating lends considerable value to the site and should be incorporated into the site design. A tree with a #5 rating is worthy of significant site plan modification to ensure its preservation. 6 — A specimen tree. A specimen tree is a tree that possesses a combination of superior qualities regarding systemic health, structural strength, crown density, live crown ratio, form (balanced crown), overall aesthetic appeal, size, species, age and uniqueness. A great effort should be made to preserve a specimen tree including shifting structures that would adversely impact the tree. A specimen tree should have an 3 undisturbed growth area equal to its drip line (equal to the branch spread). Only an experienced and competent International Society of Arboriculture (I.S.A.) Certified Arborist should be allowed to perform maintenance work on a specimen tree. ARBORICULTURAL GLOSSARY The following are arboricultural terms used in tree inventories. A basic understanding of these terms will help the reader understand a tree problem. Co -dominant trunks or branches: A condition when two or more trunks or branches emanate from the same position and are essentially the same size. Included bark: This condition occurs when the bark in the crotch of a co -dominant stem grows inward and becomes embedded in the crotch and prevents the formation of a branch bark ridge. This condition is a structural defect and may lead to failure. Crown density: A description of the density of the foliage (from completely opaque to very sparse). A good dense canopy is considered desirable as it is an indicator of good systemic health. Dieback: Dieback is a descriptive term used to describe branches and twigs that are dying or dead at the tips. This typically indicates decline from root loss, damage.and/or disease. TREE INVENTORY REPORT Please note: Trees are living organisms, and with all living organisms, certain degrees of stress may be experienced when they are disturbed in any way. It must be pointed out that it is not humanly possible to entirely ascertain the full extent of stress that the tree may experience. Nor is it possible to assure with 100% probability that the trees will survive. However, with professional arboricultural consulting, it is hoped that the stress factors can be held to a minimum and that the trees will continue to thrive during and following construction. TREE # SIZE SPECIES RATING 1 25" Sand Live Oak (Quercus geminata) 3.0 • Poor live crown density. • Mechanical wounds to the top of the exposed root flares. • Uplifting the adjacent sidewalks. • Minor tip dieback. 2 24" Sand Live Oak 3.0 • Poor live crown density. • Mechanical wounds to the top of the exposed root flares. • Minor tip dieback. 3 22" Sand Live Oak 3.0 • Poor live crown density. • Mechanical wounds to the top of the exposed root flares. • Minor tip dieback. 4 31" Sand Live Oak 3.0 • Poor live crown density. • Minor tip dieback. 4 5 25" Sand Live Oak 3.0 • Poor live crown density. • Mechanical wounds to the top of the exposed root flares. • Uplifting the adjacent sidewalks. • Minor tip dieback. 6 26" Sand Live Oak 3.0 • Poor live crown density. • Uplifting the adjacent sidewalks. • Moderate tip dieback. 7 9" Japanese Blueberry (Elaeocarpus dentatus) 5.0 8 11' Senegal Date Palm (Phoenix reclinata) 5.0 Senegal date palms are on the Florida Invasive Species Council (FISC), FKA Florida Exotic Pest Plant Council's (FLEPPC) list of invasive plant species, category II. 9 9' Senegal Date Palm 4.0 • Leaning to the southwest. 10 4",5",10" Japanese Blueberry 4.0 • Multi-stem with included bark. 11 5" Japanese Blueberry 4.0 12 12" Japanese Blueberry 4.0 • Minor tip dieback. 13 4",9",9" Japanese Blueberry 5.0 14 4" Chinese Elm (Ulmus parvifolia) 2.0 • Extensive tip and branch dieback. This Completes the Report. 5 11 3 e}Ba asfl pur Wau PYB,11L473 1m9KVA 1184131 Wall agable 7oo 0 t;� �❑ Site Plant Data 0 "1 -?:p —0 41 K" m o •®I FOWLER ASSOCIATES 0 Yo Mama's. 0 Dag. n 0 0 ARCHITECTS, INC. Ciearmata, flails 33151 Di LL Q Warehousing (150) Peak Period Parking Demand vs: On a: Setting/Location: Number of Studies: Avg. 1000 Sq. Ft. GFA: 1000 Sq. Ft. GFA Weekday (Monday - Friday) General Urban/Suburban 31 220 Peak Period Parking Demand per 1000 Sq. Ft. GFA L Average Rate I Range of Rates 33rd 165th Percentile 95% Confidence Interval Standard Deviation i (Coeff. of Variation) 1 0.37 1 0.03 -1.96 0.33 / 1.11 0.29 - 0.45 + 0.22 (59%) Data Plot and Equation P = Parked Vehicles 800 600 400 200 X X yX X X x X_X X 0 X X 500 X = 1000 Sq. Ft. GFA X Study Site - - - Fitted Curve Fitted Curve Equation: P = 0.40(X) - 6.36 1,000 1,500 - Average Rate R'= 0.87 Parking Generation Manual, 6th Edition • Institute of Transportation Engineers Land Use: 150 Warehousing Description A warehouse is a large building primarily devoted to the storage of goods and materials, but it may also include office and maintenance areas. Stored goods can include raw materials, packing materials, parts, or finished goods. A warehouse may provide long-term storage or serve as a distribution center for transferring goods between carriers (e.g., from long-haul carrier to a local delivery vehicle). A warehouse typically has loading docks to load and unload goods from trucks. Time -of -Day Distribution for Parking Demand The following table presents a time -of -day distribution of parking demand on a weekday at 11 general urban/suburban study sites. Hour Beginning 12:00-4:00 a.m. Percent of Weekday Peak Parking Demand 1 5:00 a.m. 3 6:00 a.m. 8 7:00 a.m. 27 8:00 a.m. 57 9:00 a.m. 79 10:00 a.m. 83 11:00 a.m. 87 12:00 p.m. 91 1:00 p.m. 91 2:00 p.m. 97 3:00 p.m. 100 4:00 p.m. 91 5:00 p.m. 74 6:00 p.m. 47 7:00 p.m. 26 8:00 p.m. 20 9:00 p.m. 17 10:00 p.m. 1 11:00 p.m. 1 Land Use Descriptions and Data Plots 55 Additional Data For eight of the study sites, data were also collected for trucks parked at the site. The average truck parking demand ratio was 0.11 trucks per 1,000 sq. ft. GFA with a range between 0.04 and 0.25 trucks per 1,000 sq. ft. GFA. The average parking supply ratio for the 21 study sites with parking supply information is 0.5 spaces per 1,000 square feet GFA. The average peak parking occupancy at these 21 sites is 70 percent. For the 10 study sites with information on both facility square footage and site acreage, there is an average of 9,400 square feet GFA per acre. The sites were surveyed in the 1990s, the 2000s, the 2010s, and the 2020s in Minnesota, New Jersey, Ontario (CAN), Oregon, Texas, and Washington. Source Numbers 122, 275, 433, 528, 556, 558, 561, 562, 631 56 Parking Generation Manual, 6th Edition Warehousing (150) Peak Period Parking Demand vs: 1000 Sq. Ft. GFA On a: Weekday (Monday - Friday) Setting/Location: General Urban/Suburban Number of Studies: 31 Avg. 1000 Sq. Ft. GFA: 220 Peak Period Parking Demand per 1000 Sq. Ft. GFA Average Rate Range of Rates 33rd / 85th Percentile 95% Confidence Interval Standard Deviation (Coeff. of Variation) 0.37 0.03-1.96 0.33/1.11 0.29-0.45 0.22(59%) Data Plot and Equation P = Parked Vehicles s00 600 400 200 0 X Study Site Fitted Curve Equation: P = 0.40(X) - 6.36 1000 X = 1000 Sq. Ft. GFA Fitted Curve Average Rate R2= 0.87 2000 Land Use Descriptions and Data Plots 57 Warehousing (150) Peak Period Parking Demand vs: Employees On a: Weekday (Monday - Friday) Setting/Location: General Urban/Suburban Number of Studies: 21 Avg. Num. of Employees: 128 Peak Period Parking Demand per Employee Average Rate Range of Rates 33rd / 85th Percentile 95% Confidence Interval Standard Deviation (Coeff. of Variation) 0.77 0.28-2.00 0.55/1.08 0.65-0.89 0.27(35%) Data Plot and Equation P = Parked Vehicles 800 600 400 200 0 0 200 400 X = Number of Employees Fitted Curve X Study Site Fitted Curve Equation: Ln(P) = 0.93 Ln(X) - 0.05 600 Average Rate R2= 0.90 600 58 Parking Generation Manual, 6th Edition her PERIOD SETTING Analysis Name : Project Name : Date: State/Province: Country: Analyst's Name: Land Use 150 - Warehousing (General Urban/Suburban) AM Peak Hour 706 N Missouri Ave 11/26/2024 Independent Variable 1000 Sq. Ft. GFA 18.53 Weekday, Peak Hour of Adjacent Street Traffic, One Hour Between 7 and 9 a.m. No: City: Zip/Postal Code: Client Name: Edition: Size Time Period Method Best Fit (LIN) T = 0.12 (X)+23.62 77% 23% Trip Generation Manual, 11th Ed Entry Exit Total 20 6 26 TRAFFIC REDUCTIONS Land Use 150 - Warehousing Entry Reduction 0% Adjusted Entry Exit Reduction Adjusted Exit 20 0% 6 EXTERNAL TRIPS Land Use 150 - Warehousing External Trips Pass -by% 26 0 Pass -by Trips 0 Non -pass -by Trips 26 ITE DEVIATION DETAILS Weekday, Peak Hour of Adjacent Street Traffic, One Hour Between 7 and 9 a.m. Landuse No deviations from ITE. Methods No deviations from ITE. External Trips 150 - Warehousing (General Urban/Suburban) ITE does not recommend a particular pass -by% for this case. SUMMARY Total Entering Total Exiting Total Entering Reduction Total Exiting Reduction Total Entering Internal Capture Reduction Total Exiting Internal Capture Reduction Total Entering Pass -by Reduction Total Exiting Pass -by Reduction Total Entering Non -Pass -by Trips Total Exiting Non•Pass-by Trips 20 6 0 0 0 0 0 0 20 6 PERIOD SETTING Analysis Name : Project Name : Date: State/Province: Country: Analyst's Name: Land Use 150 - Warehousing (General Urban/Suburban) PM Peak Hour 706 N Missouri Ave 11/26/2024 Independent Variable 1000 Sq. Ft. GFA 18.53 Weekday, Peak Hour of Adjacent Street Traffic, One Hour Between 4 and 6 p.m. No: City: Zip/Postal Code: Client Name: Edition: Size Time Period Method Trip Generation Manual, 11th Ed Entry Exit Total Best Fit (LIN) 8 21 29 T = 0.12 (X)+26.48 28% 72% TRAFFIC REDUCTIONS Land Use 150 - Warehousing Entry Reduction 0% Adjusted Entry Exit Reduction Adjusted Exit 8 0% 21 EXTERNAL TRIPS Land Use 150 - Warehousing External Trips Pass -by% 29 0 Pass -by Trips 0 Non -pass -by Trips 29 ITE DEVIATION DETAILS Weekday, Peak Hour of Adjacent Street Traffic, One Hour Between 4 and 6 p.m. Landuse No deviations from ITE. Methods No deviations from ITE. External Trips 150 - Warehousing (General Urban/Suburban) ITE does not recommend a particular pass -by% for this case. SUMMARY Total Entering Total Exiting Total Entering Reduction Total Exiting Reduction Total Entering Internal Capture Reduction Total Exiting Internal Capture Reduction Total Entering Pass -by Reduction Total Exiting Pass -by Reduction Total Entering Non -Pass -by Trips Total Exiting Non -Pass -by Trips 8 21 0 0 0 0 0 0 8 21 4 99 9D9) P ]JJ J Plea Asn put 4 (J) m r 'fl,MEDIt PIAVEL_ IN.,FiC{AGAN AVk LFJeAT) 0:44CO bCAiCailca maamv Am/ "` > 5ile Plan d Data °'013 0 N E ■■■ FOWLER ASSOCIATES •�� -I1- ' D 0 to Mama's. . -2-F- O D ■■ ARCHITECTS, INC. Lle3mater, Florida 33151 n n 0 D EXHIBIT "B" PCE PINELLAS COUNTY ECONOMIC DEVELOPMENT Dr. Cynthia Johnson Director, Pinellas County Economic Development 13805 58th Street North, Suite 1-200 Clearwater, FL 33760 June 13, 2025 The Honorable Ron DeSantis Office of the Governor The Capitol 400 S. Monroe Street Tallahassee, FL 32399-0001 RE: Strong Support for the Expansion of Yo Mama's Foods Dear Governor DeSantis, On behalf of Pinellas County Economic Development, I am pleased to express our strong support for the expansion of Yo Mama's Foods, a dynamic, high-growth manufacturer that embodies Florida's entrepreneurial spirit. The proposed transfer of the Clearwater National Guard Armory to the City of Clearwater for redevelopment by Yo Mama's Foods presents a transformative opportunity to strengthen our local economy and expand employment opportunities for our residents. Founded in Florida, Yo Mama's Foods has evolved from a promising startup into a globally recognized clean - label food brand, bringing national visibility to Florida -made products and fueling job creation across our state. Their success story is a testament to the power of innovation and community investment—factors that have positioned Pinellas County as a hub for natural food manufacturing and economic vitality. With this transfer, Yo Mama's Foods will significantly expand its headquarters, increase production capacity, and spearhead redevelopment efforts in the North Greenwood area, an historically underdeveloped corridor. This initiative aligns directly with our mission to foster business growth, talent development, and community revitalization—ensuring sustained economic prosperity for Pinellas County and beyond. As an outstanding corporate citizen, Yo Mama's Foods exemplifies the resilience and ingenuity that make Florida's business community thrive. We wholeheartedly support this initiative and appreciate your continued efforts to champion companies that call Florida home. Through collective action, we can drive economic progress and create lasting opportunities for generations to come. Respectfully, Dr. Cynthia Johnson Director Pinellas County Economic Development (727) 464 -73321(888) 759-5627 1 PCED.org 13805 58th Street N., Suite 1-200, Clearwater,•Florida 33760 June 13, 2025 The Honorable Governor Desantis Office of Governor The Capitol 400 S. Monroe St. Tallahassee, FL 32399-0001 RE: Support for the Transfer of the Clearwater National Guard Armory to the City of Clearwater for Economic Development by Yo Mama's Foods Dear Governor Desantis, On behalf of Hancock Whitney Bank, i write in strong support of the proposed transfer of the Clearwater National Guard Armory to the City of Clearwater for redevelopment by Yo Mama's Foods. As the financial partner to many of our region's most dynamic businesses, we've seen firsthand how Yo Mama's Foods has evolved from a local startup into a national and international brand. They now ship tens of millions of jars annually, all made with love right here in Florida, helping families eat healthier and putting Clearwater on the map for global food manufacturing excellence. This strategic transfer would unlock job creation, expanded exports, and long-term economic vitality in the North Greenwood community. it represents the type of forward -thinking partnership between state and local government and the private sector that drives sustained growth across Florida. We respectfully urge your administration to support this transfer—an investment in Florida jobs, Florida innovation, and Florida's future. Sincerely, KGl% .Sowwewsche%w Kai Sonnenschein Vice President, Business Banker Hancock Whitney Bank Kai Sonnenschein 1 Vice President 1 Business Banker 4 Cell 727-687-4231 !Office 727.502-1980 1 Kal.Sonnenschein@HancockWhltney.com 1 MLO # 1200416 503 S Pinellas Ave ;Tarpon Springs 1 Florida 1 34689 ►►AI BOARD OF COUNTY COMMISSIONERS CHRIS LATVALA COMMISSIONER PINELLAS COUNTY BOARD OF COUNTY COMMISSIONERS 315 COURT STREET • CLEARWATER, FLORIDA 33756 Office of Governor Ron DeSantis The Capitol: 400 S. Monroe Street Tallahassee, FL 32399-0001 PHONE (727) 464-3278 • FAX (727) 464-3022 PINELLAS.GOV June 13, 2025 RE: Support for Economic Development through Transfer of Clearwater Armory to Yo Mama's Foods Dear Governor DeSantis, As the County Commissioner representing District 5, which includes the City of Clearwater, I am writing to express my strong support for the proposed transfer of the Clearwater National Guard Armory to the City of Clearwater for redevelopment by Yo Mama's Foods. Yo Mama's Foods is a homegrown Florida success story located in the heart of Clearwater's North Greenwood Community Redevelopment Area (CRA). The company exemplifies both the innovation and drive that your administration has championed across the state. By producing tens of millions of clean -label, healthy food products each year and distributing them both nationally and internationally, Yo Mama's Foods has helped put Clearwater on the global map for quality food manufacturing. The opportunity to repurpose the Armory site is a significant one for Clearwater. The proposed project would not only expand a thriving local business but also bring meaningful investment, job creation, and revitalization to an historically underserved area of our community. It supports our collective goals of economic empowerment and sustainable redevelopment. I respectfully urge your support for this strategic transfer. It is an opportunity to continue fostering entrepreneurship, and to uplift one of Clearwater's core communities. Thank you for your leadership and for your continued support of Florida's local communities. Sincerely, (1.- Chris / 1 Chris Latvala Commissioner District 5 BRIAN SCOTT CHAIR June 13, 2025 PINELLAS COUNTY BOARD OF COUNTY COMMISSIONERS 315 COURT STREET • CLEARWATER, FLORIDA 33756 Office of Governor Ron DeSantis The Capitol 400 5. Monroe Street Tallahassee, FL 32399-0001 PHONE (727) 464-3360 • FAX (727) 464-3022 PINELLAS.GOV RE: Urgent Support for Economic Development through Armory Transfer to Yo Mama's Foods Dear Governor DeSantis, I am writing to express my strong and enthusiastic support for the proposed transfer of the Clearwater National Guard Armory to the City of Clearwater for redevelopment by Yo Mama's Foods. Yo Mama's Foods is a Florida -based company that exemplifies the entrepreneurial excellence and spirit of innovation that define our state. Their rapid growth, commitment to healthy, clean -label products, and expansion into national and international markets make them a standout success story—one that deserves continued support from state and local partners. The company's proposal to repurpose the Armory will bring much-needed economic investment to the North Greenwood community, creating new jobs, revitalizing a long -underutilized asset, and reinforcing Florida's position as a leader in food manufacturing and innovation. This initiative aligns with your administration's priorities around job creation, business development, and strengthening local economies. We respectfully urge your support in advancing this strategic transfer, which represents a unique opportunity to promote both economic vitality and community redevelopment in Clearwater and beyond. Pinellas County stands ready to partner with the State and the City of Clearwater to ensure its success. Thank you for your continued leadership and commitment to Florida's future. Sincerely, Brian Scott Chairman Pinellas County Board of County Commissioners EXHIBIT "C" 1 :.: ":* FLORWOEPARTMENTOF MANAGEMENT SERVICES 0 0 • SUPPLIER DEVELOPMENT Owe gath46da 1ti1inoriy l:} esiness Certification Magnificat Holdings Is certified under the provisions of 287 and 295.187, Florida Statutes, for a period from: 09/17/2024 to 09/17/2026 Pedro Allende Florida Department of Management Services Office of Supplier Development 4050 Esplanade Way, Suite 380 Tallahassee, Florida 32399 850-487-0915 www.dms.myflorida.com/osd EXHIBIT "D" February 26, 2026 Re: Contemplated real estate purchase and improvements To whom it may concern, As a valued client of Hancock Whitney Bank, I am pleased to provide this assurance that the borrowing entity listed below is prequalified for the following real estate purchase. This letter does not act as a commitment from Hancock Whitney to finance the opportunity, but merely states that our client has been favorably vetted for the proposed purchase: Borrowing Entity: Purpose: Purchase Amount: Improvement Funding: Magnificat Holdings dba Yo Mama's Foods, or an Entity to be formed 1" mortgage financing for the owner -occupied property located at 706 North Missouri Ave, Clearwater, Florida $2,000,000.00 $1,000,000.00 I appreciate the opportunity to offer this prequalification and look forward to underwriting this opportunity for a commitment to finance this contemplated purchase. Sincerely, KabSannenischettiti Kai Sonnenschein Vice President— Hancock Whitney Bank Kai Sonnenschein I Vice President t Business Banker 4 Cell 727-687-4231 1 Office 727-502-1980 t Kai.Sannenschein 8200 Bryan Dairy Road I Largo t Florida 1 33777 HancockBank.com 1 MLO # 1200416 EXHIBIT "E" SUPPLEMENTAL PLANNING INFORMATION Preliminary Conceptual Capital Planning Estimate - St. Benedict Holdings LLC 706 N. Missouri Avenue - North Greenwood CRA Provided for Evaluation Purposes Only - Non -Binding Important Notice This preliminary cost summary is provided solely for informational and evaluation purposes in connection with the Proposal for Development (PFD). All figures represent planning -level estimates based on current assumptions and general industry pricing. Final scope, sequencing, investment timing, and total expenditures will be determined following due diligence, engineering analysis, contractor pricing, permitting requirements, operational needs, and market conditions. This document does not constitute a development agreement, minimum investment commitment, construction covenant, guaranteed scope of work, or binding obligation unless expressly incorporated into a fully executed purchase and sale agreement approved by both parties. Conceptual Redevelopment Scope Overview The proposed redevelopment contemplates adaptive reuse and modemization of the existing facility to support: • Warehouse distribution • Light manufacturing and packaging • Logistics and shipping operations • E-commerce fulfillment operations • Corporate headquarters and administrative functions The improvements outlined below represent a planning -level estimate of potential phased capital investment associated with modernization of the property. I. Exterior & Site Modemization (Planning Estimate) Category Estimated Planning Cost Exterior Paint & Fagade 450,000 Improvements Building Signage 425,000 Exterior Lighting Upgrades 450,000 Loading Dock & Concrete 4100,000 Improvements Parking Lot Repairs / Resurfacing 4150,000 Landscaping & Site Improvements 450,000 Stormwater Improvements -$200,000 (Allowance) Window Repairs / Replacement 450,000 Roofing Repairs / Replacement 4150,000 Planning Subtotal - Exterior & Site Improvements Estimated Total: 4825,000 11. Interior & Operational Improvements (Planning Estimate) Category Estimated Planning Cost Interior Renovations & E -Commerce 4250,000 Configuration Warehouse Layout Improvements -$100,000 Office Improvements -$100,000 Electrical System Upgrades 420,000 Fire Safety & Code Compliance Systems 450,000 HVAC Replacement / Modernization 4200,000 Plumbing & ADA Upgrades -$75,000 Data, IT & Security Systems -$100,000 Planning Subtotal - Interior & Systems Estimated Total: -$895,000 I11. Professional & Soft Costs (Planning Estimate) Category Estimated Planning Cost General Contractor Coordination -$45,000 Architectural & Engineering -$200,000 Services Permits & Municipal Review Fees $100,000 Planning Subtotal - Professional & Soft Costs Estimated Total: -$345,000 IV. Risk & Contingency Allowances Category Estimated Planning Cost Demolition / Environmental Allowance 4150,000 Construction Contingency (Planning $250,000 Allowance) Planning Subtotal - Risk & Contingency Estimated Total: -$400,000 Total Conceptual Phased Capital Planning Estimate Category Estimated Total Exterior & Site Improvements 4825,000 Interior & Systems Improvements Professional & Soft Costs Risk & Contingency Allowances 4895,000 4345,000 4400,000 Estimated Total Conceptual Capital Planning Range Approximately $2,465,000 Rounded planning range: Approximately $2.4M - $2.6M These figures represent a conceptual phased capital planning estimate and are not intended as a guaranteed minimum investment. Narrative Clarification The redevelopment strategy is anticipated to be implemented in phases consistent with operational growth, permitting approvals, and capital planning considerations. The company retains discretion regarding: • Final scope of work • Sequencing of improvements • Timing of investment • Operational configuration • Capital allocation All improvements will comply with applicable codes, safety standards, and development regulations. Strategic Intent The purpose of this conceptual estimate is to demonstrate the anticipated scale of private reinvestment and modemization of the property associated with the proposed campus expansion of Yo Mama's Foods. These improvements are expected to support long-term operational use of the facility as part of the company's North Greenwood headquarters and logistics campus. This conceptual estimate should not be interpreted as a required performance schedule or enforceable redevelopment covenant. EXHIBIT "E" *FOODS C2* TPD **mkt* &t949 MPK EXHIBIT "E" RESTRICTIVE COVENANT AGREEMENT 28 Prepared by and after recording return to: Katie Cole, Esq. Hill, Ward & Henderson, P.A. 101 E. Kennedy Blvd., Suite 3700 Tampa, FL 33602 RESTRICTIVE COVENANT AGREEMENT THIS RESTRICTIVE COVENANT AGREEMENT (this "Restriction") is made effective this day of , 2026 (the "Effective Date") 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 ST. BENEDICT HOLDINGS, LLC, a Florida limited liability company (the "Developer") with reference to the following facts: A. The Agency and the Developer are parties to that certain Agreement for Development, Purchase, and Sale of Property dated , 2026 (as may be amended from time to time, collectively, the "Agreement"). B. Concurrent herewith, the Agency has conveyed the real property described in Exhibit "A" attached hereto (the "Property") to the Developer pursuant to the terms of the Agreement. C. Pursuant to the terms of the Agreement, the Agency and the Developer desire to execute, deliver, and record this Restriction to restrict the use of the Property, as specifically set forth in this Restriction, which constitute covenants running with the land and bind successors -in - interest as to the Property until this Restriction terminates in accordance with its terms. D. All of the conditions, covenants, limitations, and restrictions herein shall run with the land and shall be binding upon Property and all parties having or acquiring any right, title or interest in any portion of the Property, and such parties' successors in title. NOW, THEREFORE, for and in consideration of the foregoing recitals, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree that the Property shall be held, conveyed, encumbered, leased, rented, used, occupied and improved subject to the terms of this Restriction. 1. Recitals; Exhibit; Definitions. The foregoing recitals are true and correct and, together with the exhibit attached hereto, are hereby incorporated into this Restriction by this reference. All defined terms used herein shall have the meanings set forth in the Agreement, unless separately defined herein. 2. Restriction on Use of the Property. 1 a. The Property shall be utilized for the following uses (the "Intended Uses"): warehouse distribution, logistical and shipping operations, distribution, e- commerce fulfilment or other fulfilment, light manufacturing and packaging, inventory management and storage, corporate offices, training and operational support, research and development, or other related commercial uses. b. The Property shall be used for the Intended Use within one hundred twenty (120) days after Closing on the Property. c. In the event the Property is not initially occupied for the Intended Use within this timeframe or is not used for the Intended Use for a period greater than thirty (30) days after initial occupation, such inaction shall be a default under this Restriction after providing written notice to the Developer of such default with thirty (30) days to cure after receipt of written notice. d. Notwithstanding the foregoing, if the Property is damaged by fire, casualty, or otherwise ("Casualty Event") and such Casualty Event prevents the Property from being used for the Intended Use for a period greater than thirty (30) days, the Developer shall have the option to repair and restore the Property or not repair and restore the Property. In the event the Developer chooses not to restore the Property, then the Agency shall have the right to repurchase the Property as provided in this Restriction. So long as the Developer has begun efforts to commence construction of its repair and restoration of the Property within thirty (30) days after the Casualty Event, the Developer shall have such reasonable additional time as is necessary to repair and restore the Property and the Developer not using the Property for the Intended Use shall not be deemed a Default. 3. Restriction for Preservation of Existing Buildings and Structures. The Developer acknowledges and understands the historical significance of the main Armory building on the Property and agrees to use reasonable best efforts to preserve and adaptively reuse said main Armory building as part of the Project as defined in the Agreement. Any material exterior alteration to or demolition of the main Armory building, except as provided for in the Concept Plans that are a part of the Agreement, shall require approval of the Agency's Executive Director ("Material Work"), which approval shall not be unreasonably conditioned, restricted, or withheld. The Agency shall provide a written response to the Developer's notice of any Material Work within thirty (30) days after receipt. If the Agency does not timely provide a written response, the proposed Material Work shall be deemed approved. The parties agree that any modifications to the Amory building related to loading docks, truck courts, parking areas, landscaping, utilities, stormwater improvements, signage, lighting, secondary structures, future warehouse or office additions, interior renovations, MEP upgrades, fire suppression systems, roof replacement, general maintenance and repairs, required ADA improvements, IT/network infrastructure, or other ordinary operational improvements shall not require approval of the Agency's Executive Director so long as such changes do not materially alter the exterior of the main Armory building. The Agency agrees that the Concept Plans met this preservation goal. Notwithstanding the foregoing, Developer shall be able to otherwise modify or alter the Property in accordance with applicable laws. 2 4. Recruitment and Hiring Restriction. The Developer shall ensure that a business entity properly registered with the State of Florida occupies and uses the Property for the Intended Use (the "Business") and that the business actively engages in recruitment and hiring practices to fill its open positions at the Business's branches or campuses that are located in the North Greenwood Community Redevelopment Area (the "Area"). Specifically, the Business shall be required to do the following: a. Efforts to Accomplish Hiring Goals. The Business shall use commercially reasonable best efforts to hire up to (30) full-time positions in the areas of warehousing, operations, logistics, quality assurance, administration, and inventory management with a goal of employing at least ten (10) residents of the Area. b. Local Workforce Partnership. The Business shall list all job openings at the Property with the local workforce development agency, CareerSource Florida, or its successor agency, and shall promptly notify the Agency when such listings are posted. c. Local Job Fairs & Employment Opportunity Outreach. The Business shall partner with the Agency to participate in at least one hiring event annually but shall not be obligated to host such event. d. Apprenticeship and Training Programs. The Business will use commercially reasonable efforts to create a pathway to employment at the Business by establishing an apprenticeship, internship, or technical college partnership program within five (5) years of the execution of this Restriction. 5. Annual Report Restriction. Each year the Developer shall ensure that the Business submits an annual performance report to the Agency in a form mutually satisfactory to the parties, which shall contain the following: a. Employment Hiring Efforts: The Business shall provide a summary of recruitment and hiring practices related to employment opportunities at its branches and campuses that are located in the Area for the preceding year. b. Employment Summary: An employee count of every full-time and part-time position for the Business at its branches and campuses that are located in the Area, including job titles. 6. Additional Covenants. a. The Developer shall complete the Project as defined in the Agreement and will not violate in any material respects any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will be applicable thereto, including the Community Redevelopment Area Plan and the Community Redevelopment Act. b. The Developer shall maintain its financial capability to undertake and provide the 3 services to be provided by the Developer in this Restriction and shall promptly notify the Agency of any event, condition, occurrence, or change in its financial condition which materially and adversely affects, or with the passage of time is likely to materially and adversely affect, the Developer's financial capability to successfully perform its obligations hereunder with respect to the Project as contemplated under the Concept Plans. c. The Developer shall not sell, lease, transfer, or otherwise dispose of all or substantially all its assets without adequate consideration, in its sole discretion, and will otherwise take no action which shall have the effect, singularly or in the aggregate, of rendering the Developer unable to continue to observe and perform the covenants, agreements, and conditions hereof and the performance of all other obligations required by this Restriction. d. The Developer shall ensure that the Business for the Intended Use, obtains and maintains a current business tax receipt for its operations. 7. Covenants Running with the Land; Successors -in -Interest. The provisions of this Restriction shall constitute covenants running with the land, burdening the Property and binding on all parties having or acquiring any right, title or interest in any portion of the Property, and benefiting the Agency, until this Restriction terminates in accordance with its terms. 8. Termination of Restriction. The restrictions contained herein shall terminate automatically as to the Property, and shall no longer constitute restrictions against the Property upon the first to occur of a.) a written agreement between the Agency and current owner of the Property to terminate this Restriction; or b.) fifteen (15) years after the date of the Effective Date of this Restriction. At such time of termination, if requested by Developer, Agency shall execute a termination of this Restriction. 9. Enforcement. In the event of a violation of the Restriction in Section 2 of this Restriction, that remains uncured after thirty (30) days' written notice thereof, the Agency shall have the right to purchase the Property at the then determined fair market value as determined by a mutually agreed upon property appraiser prior to offering the Property for sale to an outside party. Notwithstanding the foregoing, this Restriction and all the terms, restrictions, and conditions herein contained shall be enforceable in a court of competent jurisdiction by means of specific performance or any other remedy available at law or at equity. 10. No Third -Party Beneficiaries. Notwithstanding anything to the contrary set forth in this Restriction, this Restriction is for the benefit of Agency only, and may not be relied upon, or enforced by any party other than Agency or a person or entity to which Agency assigns in writing its rights hereunder or designates in writing as a successor to Agency's rights hereunder. 11. Amendment; Waiver. This Restriction may not be modified or amended without the written consent of Agency, or Agency's designated successor in interest. Any such amendment shall be recorded in the Public Records of Pinellas County, Florida. The failure by the Agency, or Agency's designated successor in interest, to enforce any covenant, condition, or restriction set 4 forth herein shall in no event be deemed a waiver of the right to enforce the same or any other breach or violation thereof, and no waiver of any right or obligation hereunder shall be effective unless in writing signed by the party to be charged with such waiver. 12. Governing Law and Venue. This Restriction shall be construed by and controlled under the laws of the State of Florida. Venue and jurisdiction for any dispute arising under this Restriction shall be exclusively in the courts in and for Pinellas County, Florida. 13. Attorneys' Fees. In the event of any dispute concerning the rights and obligations set forth herein the prevailing party in any action shall be entitled to reimbursement for its reasonable attorneys' fees and costs whether incurred at trial or any appealable proceedings. 14. Severability. In the event any provisions hereof should be declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason whatsoever, such illegality, unenforceability, or invalidity shall not affect the remainder of this Restriction. 15. Counterparts. This Restriction may be executed in separate counterparts, all of which, when taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Restriction, and shall be deemed to have executed such, on the day and year first above written. [Signatures begin on the following page" 5 (AGENCY SIGNATURE PAGE) COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida. By: Bruce Rector CRA Chairperson Date: Approved as to form: Attest: Matthew J. Mytych, Esq. Rosemarie Call CRA Attorney City Clerk Date: Date: 6 (DEVELOPER SIGNATURE PAGE) ST. BENEDICT HOLDINGS, LLC, a Florida limited liability company. By: Print name: Title: Date: STATE OF FLORIDA COUNTY OF PINELLAS ) The foregoing instrument was acknowledged before me by means physical presence or online notarization, this day of , 2026 by , as of who is/are personally known to me or who has/have produced a driver's license as identification. Notary Public, State of Florida (NOTARIAL SEAL) Name of Notary: My Commission Expires: My Commission No.: EXHIBIT "A" LEGAL DESCRIPTION Lot 1, GREENFIELD SUBDIVISION, as recorded in Plat Book 31, Page 28, of the Public Records of Pinellas County, Florida. Parcel I.D. Number: 10-29-15-33300-000-0010 8