AGREEMENT FOR DEVELOPMENT, PURCHASE AND SALE OF PROPERTY (2)PREPARED BY AND RETURN TO:
Matthew J. Mytych, Esq.
City Attorney's Office
City of Clearwater
600 Cleveland St., STE 600
Clearwater, Florida 33755
KEN BURKE, CLERK OF COURT
AND COMPTROLLER PINELLAS COUNTY, FL
INST# 2026217334 0811312026 10:02 AM
OFF REC BK: 23661 PG: 783412
DocType:AGM RECORDING: $256.50
AGREEMENT FOR DEVELOPMENT, PURCHASE, AND SALE OF PROPERTY
This Agreement for Development, Purchase, and Sale of Property is made as of this day
of : I , 2026, by and between the COMMUNITY REDEVELOPMENT AGENCY OF
THE TY 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 BDP
DEVELOPMENT PARTNERS LLC, a Florida limited Liability company (the "Developer") (the
Agency and the Developer 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; 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
WHERBAS, § 163.380(3)(a), Florida Statutes provides that prior to disposition of such real
property the community redevelopment agency must give notice of disposition by publication in a
newspaper having a general circulation in the community and invite proposals from private
redevelopers or any persons interested in undertaking to redevelop or rehabilitate a community
redevelopment area or any part thereof; and
WHEREAS, on January 14, 2026 the Agency published Request for Development
Proposals #15-26 (the "RFDP") in a newspaper having a general circulation in Clearwater,
Florida requesting proposals to acquire the real property located between South Martin Luther
King Jr. Avenue and South Washington Avenue, north of Gould Street, Clearwater, Florida, as
more particularly described in Exhibit "A" (the "Property") and develop it in a manner consistent
with the RFDP and the Agency's Downtown Community Redevelopment Area objectives; and
WHEREAS, on February 13, 2026, Archway Partners, LLC ("Archway") submitted a
proposal for redevelopment of the Property into an at Least 178 -unit, mixed -income, mixed use
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residential and retail development with the primary component being a low-income housing tax
credit project; and
WHEREAS, the Developer is an affiliate of Archway and was formed by Archway and
its principals to acquire, develop, finance, and own the Project and related improvements on the
Property; and
WHEREAS, on June 15, 2026, the Agency's Board of Trustees convened at a duly
noticed public meeting and authorized its staff to negotiate this Agreement; 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; and
WHEREAS, the Developer is a limited liability company organized under the laws of the
State of Florida and the members (as that term is defined in the operating agreement of the
Developer) of the Developer have approved this Agreement and have authorized and directed
certain individuals to execute this Agreement on behalf of the Developer; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the Parties hereby agree as follows:
ARTICLE I. DEFINITIONS.
I. Definitions. The terms defined in this Article I. shall have the following meanings,
except as herein otherwise expressly provided:
A. "Affordable Units Construction Deadline Requirement" shall havethe meaning set
forth in Article III, Section 6.
B. An "Affordable Unit" means a residential dwelling unit in the Project that is rented to
individuals or families whose incomes do not exceed eighty percent (80%) of the area
median income, adjusted for family size, as determined by Section 142(d) of the
Internal Revenue Code of 1986, as amended, together with corresponding and
applicable final, temporary, or proposed regulations and revenue rulings issued or
amended with respect thereto by the Treasury Department and Internal Revenue
Service of the United States.
C. The "Approvals and Permits" means all government 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.
D. The "Area" means the Clearwater Downtown Community Redevelopment Area.
E. The "City" means the City of Clearwater, Florida, a Florida municipal corporation,
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and any successors or assigns thereto.
F. The "CRA Plan" means the community redevelopment area plan for the Area adopted
by the City of Clearwater City Council on March 2, 2018.
G. The "Closing Date" means the date on which the Developer purchases and obtains
title to the Property from the Agency.
H. The "Concept Plan" means the preliminary site plan and specifications for the Project
attached hereto as Exhibit "B" that are meant to serve as the basis for the
Development Approvals and building permits.
I. The "Effective Date" is the date this Agreement becomes effective which shall be the
date it is recorded in the Public Records of Pinellas County, Florida.
J. 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.
K. The "Expiration Date" means the date on which this Agreement expires.
L. The "Initial Phase" means the phase of the Project, that first receives an award or
allocation from Florida Housing Finance Corporation ("FHFC") of (i) 9% low-income
housing tax credits, (ii) 4% low-income housing tax credits in connection with
multifamily mortgage revenue bonds, or (iii) any other financing, bonds, credits, or
funding provided through a program administered by FHFC. The Initial Phase shall
consist of at least seventy-five (75) of the Affordable Units for the Project. If the
Project proceeds in one phase of development, Initial Phase shall be the only phase. The
improvements included in the Initial Phase shall be generally consistent with the
Concept Plan, subject to changes required or reasonably necessary to obtain FHFC
financing, other Project financing, governmental approvals, and final permits.
M. "Major Changes" means any material change to the Project, the Initial Phase, or the
Subsequent Phase that would: (i) reduce the total number of Affordable Units below
the minimum required under this Agreement; (ii) materially reduce or eliminate the
ground floor commercial component required under this Agreement; or (iii)
significantly and substantially deviate from the Concept Plan.
N. The "Project" means the residential, low-income tax credit development to be
constructed on the Property, which may be developed in one or more phases, including,
if applicable, the Initial Phase and the Subsequent Phase. Upon completion of all
applicable phases, the Project shall consist of at least one hundred seventy-eight (178)
Affordable Units and a ground floor commercial component of at least three thousand
(3,000) square feet in size and constructed substantially in accordance with the Concept
Plan. The allocation of units, income restrictions, unit mix, building configuration,
commercial improvements, site improvements, infrastructure, and other phase -specific
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details may be adjusted to the extent required or reasonably necessary to obtain FHFC
financing, other Project financing, governmental approvals, and final permits; provided
that only Major Changes shall be subject to approval by the Agency's Executive
Director, which approval shall not be unreasonably withheld, conditioned, or delayed,
and that the completed Project shall remain substantially consistent with the Proposal,
the Concept Plan, and this Agreement. The Project may be developed, owned, and
operated by the Developer or by one or more affiliated special purpose entities formed in
connection with the financing, ownership, or operation of the Project, subject to Article
XIII, Section 1.
O. The "Proposal" means the proposal for redevelopment of the Property into the
Project, submitted by the Developer in response to the RFDP.
P. The "Subsequent Phase" means the phase of the Project, which receives an award or
allocation after the Initial Phase from FHFC of (i) 9% low-income housing tax credits,
(ii) 4% low-income housing tax credits in connection with multifamily mortgage
revenue bonds, or (iii) any other financing, bonds, credits, or funding provided through a
program administered by FHFC. The Subsequent Phase shall consist of the remaining
Affordable Units for the Project that were not constructed as a part of the Initial Phase.
If the Project proceeds in one phase of development, there shall not be a Subsequent
Phase. The improvements included in any Subsequent Phase shall be generally
consistent with the Concept Plan and the applicable Project plans approved under this
Agreement, subject to changes required or reasonably necessary to obtain FHFC
financing, other Project financing, governmental approvals, and final permits. Only
Major Changes shall need to be approved by the Agency's Executive Director.
Q.
The "Termination Date" means the date on which this Agreement is terminated by
any Party hereto as provided in Article X, and as evidenced by a termination
certificate.
R. "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 XI 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
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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 Plan, 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. The Property is located within the Prospect
Lake Character District, as defined in the CRA Plan, which encourages residential
growth, mixed use development, and reinvestment in the district which aligns with the
goals of the Project.
As provided in this Agreement, 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 described herein.
2. Proiect Proposal. The Proposal for the redevelopment of the Property, specifically
including the acquisition of the Property by the Developer from the Agency, development
of the Project, and use of the Project is hereby found by the Agency and acknowledged
by the Developer: 1.) to be consistent with and in furtherance of the objectives of the
CRA Plan, 2.) to conform to the provisions of the Act, 3.) to be responsive to the RFDP,
4.) to be in the best interests of the residents of the City, 5.) to further the purposes and
objectives of the Agency, 6.) to further the public purpose of eradicating conditions of
blight in the Area, and to advance economic opportunity and quality of life within the
Area. The Parties recognize and agree that during the process of review and approval
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.
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, PROJECT SCHEDULE, AND RESTRICTIONS
ON USE.
1. Zoning and Land Use. At the time of execution of this Agreement, the zoning district for
the Property is Downtown and the future land use designation is Central Business
District.
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2. Redevelopment Plan. The Agency represents that the Project as proposed is 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, including providing to the City any and all data and analysis that shows
the Project will be consistent with the goals, objectives, and policies of the City's
comprehensive plan.
4. Required Development Approvals. The Developer understands and agrees that in order
to apply for building permits for the Project, certain development approvals will need to
be obtained from the City of Clearwater. The Developer agrees to obtain the development
approvals to construct the Initial Phase of the Project (the "Development Approvals")
prior to closing. The Parties acknowledge and understand that the City's Planning and
Development Department and the Community Development Board will render
independent decisions concerning the Development Approvals.
5. Initial Phase of Project Schedule. The Initial Phase of the of the project schedule (the
"Project Schedule") shall be completed as follows:
A. The Developer shall obtain all required building permits by June 1, 2028.
B. The Developer shall Commence Construction of Initial Phase of the Project by
December 1, 2028.
C. The Developer shall obtain a certificate of occupancy by December 1, 2030.
D. The Developer shall begin pre -leasing the dwelling units by November 1, 2030.
E. The Developer shall complete leasing the dwelling units by June 1, 2031.
6. Affordable Units Construction Deadline Requirement. All of the Affordable Units
contemplated as part of the Project shall have received a certificate of occupancy by
December 31, 2035.
7. Extension of Initial Project Schedule and Affordable Units Construction Deadline.
Upon written request from the Developer and before the Project becomes noncompliant
with any of the deadlines in the Project Schedule or the Affordable Units Construction
Deadline Requirement set forth in Article III, Section 6, the Agency shall grant up to
three (3) one (1) -year extensions of the deadlines contained in the Project Schedule and
Section 6. However, each request shall only be for a one (1) -year extension at a time.
If the aforementioned extensions are expended by the Developer and the Developer
requests any additional extensions in writing, the Agency's Board of Trustees (the
"Trustees") may approve up to two (2) additional one (1) -year extensions of the deadlines
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contained in the Project Schedule or the Affordable Units Construction Deadline
Requirement set forth in Article III, Section 6 at a duly noticed public meeting so long as
1.) the request is made before the Project becomes noncompliant with any of the
deadlines, and 2.) the Developer provides to the satisfaction of the Trustees sufficient
evidence to demonstrate that the Developer is diligently pursuing any and all funding
opportunities available to complete the Project if the closing has not occurred.
Additionally, any expiration of the Development Approvals after the initial approval
required as a condition of closing shall not be a default under this Agreement so long as
such approvals were in effect at time of closing and the Project remains compliant with
the Project Schedule and the Affordable Units Construction Deadline Requirement set
forth in Article III, Section 6 and any extensions granted thereto.
8. Restriction on Use of Property. During the Term of this Agreement, the Property shall
only be developed for use as the Project and any such related accessory uses deemed
acceptable by the City's Community Development Coordinator. A lapse in the Project
use lasting for more than thirty (30) days after completion of the Project Schedule shall
be a default under Article IX.
ARTICLE IV. PROJECT PLANS AND SPECIFICATIONS.
1. Agency Approval of Development Plans. The Developer shall prepare and submit to the
Agency's Executive Director for approval any and all floor plans, site plans, and building
facade plans for the Project prior to commencement of any construction on the Property
to determine if such plans are consistent with this Agreement including the Concept Plan.
The Executive Director may, in his or her discretion, submit such plans to the Agency's
Board of Trustees (the "Trustees") for approval if he or she determines such action is in
the best interest of the Agency. Such approval does not constitute any kind of
development permit or approval. Additionally, commercial space cannot be materially
reduced or eliminated without approval of the Trustees, which approval shall not be
unreasonably conditioned, withheld, or delayed.
2. 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 of those terms in Section 163.3164, Florida Statutes.
ARTICLE V. PROJECT SITE CONVEYANCE.
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 to sell and convey the
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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. The Agency is selling the
Property in an "as -is, where -is, with all faults" condition making no warranties as to the
condition or the suitability of the Property for any use.
3. Purchase Price; Incentives. The Developer agrees to pay the Agency a lump sum of Two
Million Five Hundred Twenty Thousand Dollars and 00/100 Cents ($2,520,000.00) for purchase
of the Property on the Closing Date.
4. Property Condition. The Developer shall acquire the Property As Is, Where Is, With All
Faults, and any and all risk and/or liability associated with 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 improvement
located therein or its fitness for any particular use or purpose. Any information shared by
the City or the Agency in relation to the Property is not to be construed as a
representation or warranty.
5. Right of Inspection. Within thirty (30) days following the Execution of this Agreement
(the "Inspection Period"), the Developer may, at the Developer's sole expense, conduct
inspections, tests, environmental and any other investigations of the Property as the
Developer deems necessary to determine suitability for the Developer's 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, that any intrusive sampling of soils and
groundwater on the Property shall be conducted only (i) during regular business hours,
(ii) with no less than two (2) 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. Prior to entering the Property or performing any intrusive soil or groundwater
sampling on the Property, the Developer shall deliver to the Agency a certificate of
insurance evidencing that the Developer's consultant has in place and shall maintain
during the pendency of work on the Property commercial general liability insurance with
limits of at least One Million Dollars and 00/100 Cents ($1,000,000.00) per occurrence
and Two Million Dollars and 00/100 Cents ($2,000,000.00) in the aggregate for bodily
injury or death and property damage insurance including coverage for contractual
liability covering any accident arising in connection with the presence of the Developer's
consultant, or its subcontractors, agents and representatives on the Property, which shall
name the City and the Agency as additional insureds and is written by a reputable
insurance company. 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 expense. 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 Agency offers to repair or otherwise remedy such
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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
the inspections and investigations and retum the Property to its present condition.
6. The Developer's Agreement to Indemnify. The Developer hereby agrees to indemnify,
defend, and hold the City and the Agency harmless from and against any and all liens,
claims, causes of action, damages, liabilities and expenses (including reasonable
attorneys' fees) caused by the Developer's inspections or tests permitted under this
Agreement with respect to conditions created by the Developer as a result of its
inspections. If the Developer elects not to terminate during the inspection period, the
Developer's indemnity shall extend to indemnify, defend and hold the City and the
Agency harmless from and against any and all liens, claims, causes of action, damages,
liabilities and expenses (including reasonable attorneys' fees) related to environmental
and site conditions of the Property, including but not limited to all claims arising under
any applicable environmental laws. The Developer's obligations under this section shall
survive the termination of this Agreement and shall survive the closing and transfer of
ownership.
7. Document Delivery. The Agency shall provide to the 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 of the
Buyer's request for such documents.
8. The Developer's Obligation to Close. The obligation of the Developer to purchase the
Property is subject to the following conditions to closing unless waived by the Developer
on or before the Closing Date:
A. The Developer has obtained the Development Approvals.
B. The representations and warranties of the Agency set forth herein remain true on the
Closing Date.
C. The Agency is not in default of this Agreement.
D. The Project is in compliance with the zoning, land use, and any concurrency
requirements for the Project.
E. The Developer has approved, in its reasonable discretion, the status of title to the
Property and all matters shown on any survey obtained by or delivered to the
Developer, subject only to such liens, encumbrances, exceptions, easements,
restrictions, encroachments, survey matters, title defects, and other matters as the
Developer has approved in writing.
F. The Developer has obtained sufficient financing for construction and permanent
financing (including any Local Government Area of Opportunity contribution
(structured as a loan) or similar local government loan in the amount not less than
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$610,000.00) for the Initial Phase on commercially reasonable terms.
In the event these conditions are not satisfied on or before the Closing Date, the
Developer may terminate this Agreement as set forth in Article X.
9. The Agency's Obligation to Close. The obligation of the Agency to sell the Property to
the Developer is subject to the following conditions to closing unless waived by the
Agency on or before the Closing Date:
A. The Developer has obtained the Development Approvals.
B. The representations and warranties of the Developer set forth in this Agreement are
true on the Closing Date.
C. The Developer is not in default of this Agreement.
D. The Developer has provided, in a form reasonably satisfactory to the Agency,
evidence of commitments for construction and permanent financing for the Initial
Phase on commercially reasonable terms.
In the event these conditions are not satisfied on or before the Closing Date, the Agency
may terminate this Agreement as set forth in Article X.
10. Closing Date. Provided all conditions to closing have been satisfied or waived, the
Closing Date shall occur on a date mutually agreed upon by the Parties, but no later than
sixty (60) days after the later of (i) issuance of the building permits for the Initial Phase,
or (ii) the date that is eighteen (18) months after FHFC invites the Developer or its
applicable assignee to enter credit underwriting for such phase; provided, however, that if
FHFC approves an extension of the credit underwriting or closing period for such phase,
the outside date for closing shall be extended to correspond with such FHFC-approved
extension.
The Parties acknowledge that the Developer may seek building permits in advance of an
FHFC allocation in order to satisfy FHFC's permit -ready preference, and the issuance of
such building permits, standing alone, shall not obligate the Developer to close or
accelerate the Closing Date. The Parties may mutually agree in writing to extend the
Closing Date.
11. Closing Procedure. At closing, the Agency shall convey to the Developer a special
warranty deed delivering fee simple title to the Property free and clear of liens and
encumbrances other than encumbrances approved by the Developer. At closing, the
Agency and the Developer shall deliver to the title company all documents necessary or
advisable to consummate the transaction contemplated hereby.
12. The Property is currently exempt from ad valorem real estate taxes. Commencing on the
Closing Date, the Developer shall be responsible for all ad valorem real estate taxes, if
any, on the Project Site and any personal property taxes.
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13. The Agency shall pay all outstanding special assessments and taxes, interest, and
penalties levied against the Property prior to the Closing Date.
14. 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.
15. 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.
16. The Developer shall pay for all documentary stamps and transfer taxes, if any, for the
deed; and for the preparation, recording, and documentary stamps for all closing
documents, lien releases, and title curative instruments; its own attorney's fees; title
insurance; and all other closing costs and expenses.
17. The Developer may, at its sole cost and expense, order a title commitment, owner's title
insurance policy, survey, and any related title or survey updates for the Property. The
Developer shall have the right to review the title commitment, survey, and all matters
disclosed therein or shown thereon. If the Developer determines, in its reasonable
discretion, that any lien, encumbrance, exception, easement, restriction, encroachment,
survey matter, title defect, or other matter affecting the Property is unsatisfactory, the
Developer may provide written notice thereof to the Agency. The Agency shall have the
right, but not the obligation, to cure or remove any such matter within a reasonable period
agreed to by the Parties. If the Agency elects not to cure, or if such matter is not curedto
the Developer's reasonable satisfaction, the Developer may terminate this Agreement by
written notice to the Agency, whereupon neither Party shall have any further obligation
or liability under this Agreement, except for those obligations that expressly survive
termination. No termination fee, penalty, forfeiture, extension fee, reimbursement
obligation, or other charge shall be payable by the Developer in connection with any
termination pursuant to this Section..
18. The closing shall be conducted by an agent or title company mutually agreed to by the
Parties.
19. 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.
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20. 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.
21. Maintenance of Property. Prior and up to the Closing Date, the Agency shall maintain the
Property in good order.
22. 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. INSURANCE AND INDEMNIFICATION
1. Insurance Requirements Generally. The Developer agrees to purchase and maintain (or
cause its construction contractor to purchase and maintain) in full force and effect such
insurance policies with coverages generally applicable to projects in the State of Florida
and Pinellas County similar in size and scope to the Project. All insurance shall be
obtained from financially responsible insurance companies either duly authorized under
the laws of the State of Florida to do insurance business in the State of Florida (or subject
to legal process in the State of Florida) and shall be issued and countersigned by duly
authorized representatives of such companies for the State of Florida.
The insurance coverages and limits shall be evidenced by properly executed certificates
of insurance, copies of which shall be provided to the Agency during the term of this
Agreement. No less than thirty (30) days' written notice by registered or certified mail
must be given by the Developer to the Agency of any cancellation, intent not to renew, or
reduction in the policy coverages.
Nothing in this Agreement is intended or shall be deemed to be designed by the Agency
as a recommended insurance program for the Developer. The Developer alone shall be
responsible for the sufficiency of its own insurance program.
2. Indemnification. The Developer shall defend, indemnify, and hold harmless the Agency
and the City, their respective officers, agents, and employees from and against any and all
claims of loss, liability and damages of whatever nature, to persons and property,
including, without limiting the generality of the foregoing, death of any person and loss
of the use of any property, caused by its intentional actions or negligence in regard to the
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Developer's performance of its services under this Agreement. Nothing herein shall be
construed as consent by the Agency or the City to be sued by third parties, or as a waiver
or modification of the provisions or limits of Section 768.28, Florida Statutes or the
Doctrine of Sovereign Immunity.
ARTICLE VII. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE
DEVELOPER.
1. Representations and Warranties of the 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
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
13
hereunder, or which are likely in any case, or in the aggregate, to materially adversely
affect the consummation of the transactions contemplated hereunder or the financial
condition of the Developer.
E. The Developer has filed or caused to be filed all federal, state, local, and foreign tax
returns, if any, which were required to be filed by the Developer, and has paid, or
caused to be paid, all taxes shown to be 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.
G. The principal place of business and principal executive offices of the Developer are in
Orlando, Florida, and, until the expiration or termination of this Agreement, the
Developer will keep original or duplicate records concerning the Project (such as
construction contracts, financing documents and corporate documents) and all
contracts, licenses, and similar rights relating thereto at its office located at Orlando,
Florida, copies of which shall be made available to Agency upon forty-eight (48)
business hours' written notice.
H. As of the Closing Date, the Developer will have the financial capability to carry out
its obligations and responsibilities in connection with the development of the Project.
I. 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 Date:
A. The Developer shall timely perform or cause to be performed all of the obligations
contained herein which are the responsibility of the Developer to perform.
B. During each year this Agreement and the obligations of the Developer under this
Agreement shall be in effect, the Developer shall cause to be executed and to
continue to be in effect those instruments, documents, certificates, permits, licenses,
and approvals and shall cause to occur those events contemplated by this Agreement
that are applicable to, and that are the responsibility of, the Developer.
C. The Developer shall complete the Project in accordance with this Agreement and the
Concept Plan and will not violate any laws, ordinances, rules, regulations, orders,
contracts, or agreements that are or will be applicable thereto, including the CRA
Plan and the Act.
D. Subsequent to the Effective Date, 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
14
financial condition which materially adversely affects, or with the passage of time is
likely to adversely affect, the Developer's financial capability to successfully perform
its obligations hereunder with respect to the Project as contemplated hereby.
E. Subject to and except as permitted by Article XIII, Section 1., the Developer shall
maintain its existence, will not dissolve or substantially dissolve all of its assets, and
will not consolidate with or merge into another corporation, limited partnership, or
other entity without the prior approval of the Agency, unless the Developer is the
surviving entity or retains a controlling interest in the consolidated or merged
corporation, in which case no consent by Agency shall be required. In any event,
prior to the expiration or termination of this Agreement, the Developer, will promptly
notify the Agency of any changes to the existence or form of the limited liability
company of the Developer.
F. The Developer shall not sell, lease, transfer, or otherwise dispose of all or
substantially all its assets without adequate consideration and will otherwise take no
action which shall have the effect, singularly or in the aggregate, of rendering 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.
G. Except for the removal of any structures, plants, items, or other things from the
Property after the Closing Date necessary for development of the Project, the
Developer shall not permit, commit, or suffer any waste or impairment of the
Property prior to the earlier of the Termination Date or the Expiration Date.
H. Provided all conditions precedent thereto have been satisfied or waived as provided
herein, the Developer shall design, construct, and complete the Project.
I. The Developer shall, before commencing occupation of the Property and at all times
thereafter, obtain and maintain a current business tax receipt for its operations.
J. Following completion of the commercial component of the Project, the Developer
shall use commercially reasonable best efforts to market the commercial space and
maintain occupancy thereof, subject to market conditions, commercially reasonable
leasing terms, and ordinary -course tenant turnover.
3. Survival. The representations, warranties, and covenants of the Developer as contained
in this Agreement shall survive the conveyance of the Property by the Agency.
ARTICLE VIII. 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:
15
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 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 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
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
16
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 Project Site by the Agency.
ARTICLE IX. DEFAULT.
1. Default. If after the Effective Date the Developer or the Agency fails to perform or
comply with any material provision of this Agreement then the occurrence of such event
shall be a default by the non-performing or non -complying Party.
2. Default Remedies. If a Default remains uncured thirty (30) days after written notice
thereof to the defaulting Party, the non -defaulting Party may pursue any and all legal or
equitable remedies including but not limited to an action for declaratory relief, injunctive
relief, or specific performance. In the event the defaulting Party has commenced to cure
default but it is of such nature that it cannot be completely cured within thirty (30) days,
the defaulting Party shall have such reasonable additional time as is necessary to cure the
default. Notwithstanding any provision in this Agreement to the contrary, 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. For the avoidance of doubt, if the Agency
defaults on its obligations to close on the Closing Date, then the Developer shall be
entitled to specific performance as a remedy for such default.
3. Right to Purchase Remedy. In the event of a default under Article III, Section 5, 6 or 8,
17
following the expiration of any approved extension, as applicable, that remains uncured
after thirty (30) days written notice thereof, the Agency shall have the right to purchase
the Property at its then fair market value as determined by a mutually agreed upon
property appraiser in addition to the remedies provided in Section 2. above.
Notwithstanding anything in this Agreement to the contrary, from and after the date the
Project obtains a certificate of occupancy for the Initial Phase, the Agency's right to
purchase under this Section 3 shall no longer apply to the Initial Phase. Furthermore,
from and after the date the Project obtains a certificate of occupancy for the Subsequent
Phase, the Agency's right to purchase under this Section 3 shall no longer apply to the
Subsequent Phase. The Developer shall ensure that the Initial Phase and any Subsequent
Phases are clearly delineated on all development and construction plans so the Parties are
clearly able to ascertain as to what portion of the Property is subject to this purchase
remedy.
4. Liquidated Damages Remedy. In the event of a default by the Developer under Article
III, Sections 5, 6, or 8, following the expiration of any approved extensions, as
applicable, and under those circumstances where the right to purchase the Property under
Section 3 above no longer applies, the Developer shall have sixty (60) days after written
notice from the Agency to cure such default. If such default remains uncured after such
sixty (60) -day cure period, then, as liquidated damages and not as a penalty, the
Developer shall pay to the Agency a liquidated damages fee equal to One Hundred Fifty
Dollars and 00/100 Cents ($150.00) per day for each day that the Initial Phase or
Subsequent Phase, as applicable, remains in default after expiration of such sixty (60) -
day cure period; provided that if the default cannot be reasonably susceptible to cure
within the sixty (60) -day cure period then the Developer shall have additional time to
cure as long as they are diligently pursuing such cure. The Parties acknowledge and agree
that the Agency's damages resulting from such default would be difficult to ascertain
with certainty and that the foregoing amount represents a reasonable estimate of such
damages as of the Effective Date.
5. Obligations, Rights, and Remedies Cumulative. Unless specifically stated herein to the
contrary, the specified rights and remedies to which either the Agency or the Developer
are entitled under this Agreement are not exclusive and are intended to bein addition to
any other remedies or means of redress to which the Agency or the Developer may
lawfully be entitled and are not specifically prohibited by this Agreement. Further, all
remedies provided for herein and under Florida law shall be cumulative and shall survive
the technical termination of this Agreement.
5. 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.
18
ARTICLE X. TERMINATION.
1. Termination. This Agreement may be terminated by either Party prior to closing upon the
occurrence of any of the following events or conditions:
A. Failure of either Party to satisfy the conditions to closing by the Closing Date;
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;
D. The Developer fails to comply with the Project Schedule; or
E. A default occurs under any other provision or term of this Agreement after notice and
opportunity to cure are provided as provided in Article IX.
2. In the event of a termination pursuant to Section 1. 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, and each Party shall be responsible for their own costs,
excluding provisions of this Agreement which specifically survive the termination of this
Agreement.
3. This Agreement may be terminated by mutual written agreement between the Parties.
4. Termination Certificate. In the event of termination of this Agreement, a certificate shall
be executed and recorded reflecting such action as further detailed in Article XIII,
Section 20.
ARTICLE XI. UNAVOIDABLE DELAY.
1. 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 XI.
2. "Unavoidable Delay" means any of the following events or conditions or any
combination thereof: acts of God, acts of the public enemy, riot, insurrection, war,
pestilence, archaeological excavations required by law, unavailability of materials after
timely ordering of same, building moratoria, discovery and remediation of previously
unidentified environmental contamination discovered after the Closing Date, epidemics,
quarantine restrictions, freight embargoes, fire, lightning, hurricanes, earthquakes,
tornadoes, floods, extremely abnormal and excessively inclement weather (as indicated
by the records of the local weather bureau for a five-year period preceding the Effective
Date), strikes or labor disturbances, delays due to proceedings under Chapters 73, 74 or
19
75, Florida Statutes, restoration in connection with any of the foregoing or any other
cause beyond the reasonable control of the Party performing the obligation in question,
including, without limitation, such causes as may arise from the act of the other Party to
this Agreement, or acts, inactions or delays of any governmental authority (except that
acts of the Agency shall not constitute an Unavoidable Delay with respect to performance
by the Agency).
3. An application by any Party for an extension of time pursuant to Section 1. above must
be in writing, must set forth in detail the reasons and causes of delay, and must be filed
with the other Party within thirty (30) days following the occurrence of the event or
condition causing the Unavoidable Delay or thirty (30) days following the applicant
becoming aware (or with the exercise of reasonable diligence should have become aware)
of such occurrence.
ARTICLE XII. FIRE OR OTHER CASUALTY; CONDEMNATION.
1. Loss or Damage to Project. If economically reasonable as determined by the Developer,
the Developer covenants and agrees to diligently commence and complete the
reconstruction or repair of any loss or damage caused by fire or other casualty or by
eminent domain (provided the City or the Agency is not the condemning authority) to
each and every part of the Project to substantially the same as existed prior to the
occurrence of such loss or damage. Any reconstruction or repair of any loss or damage to
the Project shall be to the standards, design, plans, and specifications of the original
construction unless any change therefrom is approved by the Agency.
2. Partial Loss or Damage to Project. Any loss or damage by fire or other casualty or
exercise of eminent domain to the Project or the Property, or any portion thereof, which
does not render the Project or the Property reasonably unusable for the use contemplated
by this Agreement, shall not operate to terminate this Agreement or to relieve or
discharge the Developer from the timely performance and fulfillment of the Developer's
obligations pursuant to this Agreement, subject to an extension of time for an
Unavoidable Delay.
3. Notice of Significant Loss or Damage to Project. The Developer shall within ninety (90)
days of a significant loss to or occurrence of significant damage to the Property give the
Agency written notice of such damage or destruction stating the date on which such
damage or destruction occurred, the expectations of the Developer as to the effect of such
damage or destruction on the use of the Project, and the proposed schedule, if any, for
repair or reconstruction of the Project. If the Developer determines that it cannot or will
not repair or restore the Property for use as the Project, then the Developer shall state
within the written notice the reasons supporting its determination and offer the Agency
the option to purchase the Property at the then fair market value as determined by a
mutually agreed upon property appraiser.
ARTICLE XIII. MISCELLANEOUS.
20
1. Sale, Conveyance, Assignment. Prior to the earlier of the termination or expiration of this
Agreement, the Developer may not sell, convey, assign, or otherwise dispose of any or all
of its right, title, interest, and obligations in and to the Project or the Property, or any part
thereof to any person without first offering the Agency a right to purchase the Property at
fair market value as determined by a mutually agreed upon property appraiser.
An assignment of this Agreement, the Project, or any part thereof, by the Developer, in
whole or in part, including separately with respect to the Initial Phase, the Subsequent
Phase, and the corresponding portions of the Property, to any corporation, limited
partnership, limited liability company, general partnership, joint venture, other entity that
is affiliated with, controlled by, controlling, or under common control with the
Developer, including any low-income housing tax credit limited partnership or limited
liability company, in which the Developer or an affiliate of the Developer is the general
partner, manager, managing member, or otherwise retains control shall not be deemed an
assignment or transfer subject to the Agency's right to purchase or any restriction on or
approvals of assignments or transfers imposed by this provision, provided, however, that
notice of such assignment shall be given by the Developer to the Agency no less than ten
(10) days prior to such assignment being effective and the assignee shall assume and be
bound by the terms of this Agreement to the extent of the rights and obligations so
assigned. If the Developer or its affiliate shall at any time withdraw or be replaced as the
general partner, managing, managing member, or other controlling party of such
assignee, or no longer have the controlling interest or management rights as described in
this subsection, then that event shall constitute an assignment of the Developer's right,
title, interest, or obligations under this Agreement for purposes of this section and the
prior approval of the Agency shall be obtained before such an event shall be effective.
2. 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.
3. 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
21
With copies to:
City of Clearwater
P.O. Box 4748
Clearwater, Florida 33758
Attention: City Attorney
To the Developer:
BDP DEVELOPMENT PARTNERS LLC
7575 Dr. Phillips Blvd #390
Orlando, FL 32819
Attention: Brett Green, Authorized Representative
4. 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.
5. Severability. If any term, provision, or condition contained this Agreement shall, to any
extent, be held invalid or unenforceable, the remainder of this Agreement, or the
application of such term, provision, or condition to persons or circumstances other than
those in respect of which it is invalid or unenforceable, shall not be affected thereby, and
each term, provision, and condition of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.
6. 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.
7. 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.
8. Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement. The Parties
acknowledge, agree, and represent that this Agreement, including, without limitation, any
of the Exhibits, is not a development agreement as described in Sections 163.3220
through 163.3243, Florida Statutes.
22
9. 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.
10. 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
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
23
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. Term. If not earlier terminated, the term of this Agreement shall be for fifteen (15) years
commencing on the Effective Date of this Agreement.
20. Completion/Termination Certificate. Upon completion of the term or termination of this
Agreement, the Parties shall execute a certificate to such effect. The certificate shall be
signed by both the Parties and indicate either that this Agreement has been terminated or
has expired and is no longer in effect. Following execution by the Parties, the certificate
shall promptly be recorded in the Public Records of Pinellas County, Florida. In the event
of a unilateral termination of this Agreement, the terminating Party shall be responsible
for recording and fees associated therewith. Otherwise, the Developer shall be
responsible for recording the certificate and fees associated therewith.
[SIGNATURE PAGES FOLLOW]
24
IN WITNESS WHEREOF, the Parties have set their hands and their respective seals
affixed as of the /9774' day QL 2026.
(AGENCY SIGNATURE PAGE)
Approved as to form:
Matthew J. Mytych, sq.
CRA Attorney
Date: ffi/ll/o1(
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA, a
public body corporate and politic of the State of
Florida. -
By:
Bruce Re
CRA Chairp
DateLytai 1t$b /'did P) 03 co
Attest:
JAACiPktAkiti
Rosemarie Call
City Clerk ¢ 2
Date: O / 219). D � e
Note: This instrument is executed in part pursuant to Fla. Stat. § 692.01 & 692.02.
25
(DEVELOPER SIGNATURE PAGE)
Signed, sealed, and delivered in the presence of:
*Not• two witnes,.es are required*
Witness #1 Signature
Print Name: P4}f, c r`o (7rP9✓I
Address: cies- Peiuuvyl (a-
t)f a4ai FL 3z?/'i
Witness #2 Signatur
Print Name: ---lickeili
Address: 917P1 ce✓1�ca� Isms
�f1c„�Za t;L 32814
STATE OF FLORIDA
COUNTY OF PINELLAS )
BDP Development Partners LLC,
a Florida limited liability company.
By:
Print name:
Title: Fe5i&'h1-
Address: S/aS revlrana. L -w
O.r Moti1 p/. 3Z8/'/
Date: g'�lD1u
The foregoing instrument was acknowledged before me by means /physical presence or _
online notarization, this 101"clay of kit* , 2026 by Rr e,M\- CmYecf , as
?res drn} ofgo9 do?mehi- P9vhtirs l_l c who Vis/are personally known to me or
who has/have produced a driver's license as identification.
(NOTARIAL SEAL)
Isabelle McHugh
Notary Public
State of Florida
Comm* HH317667
Expires 9/2W2026
26
Notary Pu ic, State of Florida
Name of Notary:Z.Sabellz t lF-NW5\,
My Commission Expires: 91 Z512,na(p
My Commission No.: 1- 31-1(0 In l
EXHIBIT "A"
LEGAL DESCRIPTION
Parcel I.D. No. 15/29/15/65196/000/0030
Part of Lot 3, R. H. PADGETT'S SUB described as the North 330 feet of the West 150 feet of
Lot 3, and the East 157 feet of the West 307 feet Less the South 100 feet of Lot 3, together with
the North 18 feet of the West 150 feet of Lot 6, Less right-of-ways.
Parcel I.D. No. 15/29/15/65196/000/0034
R. H. PADGETT'S SUB., the South 50 feet of the East 157 feet of the West 307 feet of Lot 3.
Parcel I.D. No. 15/29/15/65196/000/0060
R. H. PADGETT'S SUB., the South 32 feet of the North 50 feet of the West 150 feet of Lot 6.
Parcel I.D. No. 15/29/15/65196/000/0061
R. H. PADGETT'S SUB., the North 50 feet of the South 100 feet of the North 150 feet of the
West 150 feet of Lot 6.
Parcel I.D. No. 15/29/15/65196/000/0062
R. H. PADGETT'S SUB., the South 50 feet of the North 150 feet of the West 150 feet of Lot 6.
Parcel I.D. No. 15/29/15/65196/000/0063
R. H. PADGETT'S SUB., the East 157 feet of the West 307 feet of the North 150 feet of Lot 6.
All according to the map of plat thereof as recorded in Plat Book H5, Page 27 of the Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part.
Parcel I.D. No. 15/29/15/65196/000/0035
Beginning at the Southeast corner of the east one hundred fifty seven (157) feet of the west three
hundred seven (307) feet of Lot 3 of R.H. Padgett's Subdivision according to the revised map or
plat thereof as the same is recorded in Plat Book 4, Page 32, of the Public Records of Pinellas
County, Florida, and run North fifty (50) feet for point of beginning; from said point run West
one hundred fifty seven (157) feet, thence North fifty (50) feet, thence East one hundred fifty
seven (157) feet, thence South fifty (50) feet to point of beginning.
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EXHIBIT "B"
CONCEPT PLAN
28
Development of Real Property In Downtown CPA -RFLP 15-26
ARCHITECTURAL SITE PLAN
2
GOULD STREET
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S MARTIN LUTHER KING AVE
a !w w.e. SETBACK
WARNED
BUCK 111151541)
PROPERTY UNE
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S WASHINGTON AVE
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ARCHITECTURE
SITE AND UNIT MIX SUMMARY
M AU ONE - e4Tam tnxrmnn I.vo uAxnsp
Plea Cm Lir• Caotz• el
MAIM 10101 65TORY•PARTNEPIT
man uA cam -94
TOTAL P*WF*T FawiAnMTmm
Uri Cent -175
Concept Site Plan Washington Commons
P501.1159 PC689
ID 2020
1 2701.5AaLAN0amu. A nem. rn
105 0071679.122
5/55.000MPIJIIII can
FL LICENS5 A9501729
EXHIBIT "C"
NO COERCION FOR LABOR 011 SERVICES ATTESTATION
Pursuant to Section 787.06(13), 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.
� aSe L
ODP CANet ,ued P oes nottC
use coercion for labor or services as defined in Section 787.06,
F.S.
Under penalty of perjury, I declare that I have read the foregoing statement and that the facts
stated in it are true and correct.
Signature:
Printed Name: /6ref t(o-tti►
Title: fieykle.. f
Date: 442.6
r
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