RESTRICTIVE COVENANT AGREEMENTPrepared 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 August 12, 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.
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 the
timeframe in subsection b. above 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 main 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.
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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
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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
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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"
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Approved as to form:
(AGENCY SIGNATURE PAGE)
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA, a
public body corporate and politic of the State of
Florida.
By:
Date:
Attest:
CRA c&7/r n„Z
Matthew J. Mytych, sq. Rosemarie Call
CRA Attorney City Clerk
Date: 87%ld Date: 0 `, Ai
Note: This instrument is executed in part pursuant to Fla. Stat. § 692.01 & 692.02.
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(DEVELOPER SIGNATURE PAGE)
Signed, sealed, and delivered in the presence of: ST. BENEDICT HOLDINGS, LLC,
*Note: two witnesses are required* a Florida limited liability company.
Witness #1 Signature By:
Print Name: Print name:
Address: Title:
Address:
Witness #2 Signature
Print Name:
Address:
STATE OF FLORIDA
COUNTY OF PINELLAS )
Date:
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
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