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PSP86-35; SUB88-13; SUB90-03PSP86-35; SUB88-13; SUB90-03 21680-21870 US HWY 19 N CLEARWATER COLLECTION rs / c ~;,~~ ~~-~~~~ ,~~'~ r~~_~.~. CITY OF CLEARWATER U' Interdepartment Correspondence Sheet T0: Cyndie Goudeau, City Clerk ~`' FROM: John D. Richter, Development Code Administrator ~~ `~ COPIES: See Below SUBJECTs:Cert=ification of Final Master Site Plan for~The Commons,, A Commercial Planned Development DATE: January 22, 1987 ' The City Commission at its meeting of December 11, 1986 approved the above described final site plan subject to the following conditions: (Note: The Master Final Site Plan approval became effective with second ordinance reading of the CPD zoning for the property on December 18, 1986) 1. On-site mitigation plans and sections shall be submitted to and subject to approval by the Environmental Manager prior to the issuance of the initial building permit. 2. All recreated wetlands as part of the mitigation process shall be zoned AL/I and such applications shall be submitted prior to the issuance of the initial building permit. (Application submitted on 1/14/87.) 3. A letter from Florida Power giving the applicant permission for parking drives and water service in the right-of-way easement shall be submitted to the City.* (A copy of an easement agreement between Florida Power Corp. and the applicant has been submitted.) 4. Project signage shall be subject to separate review and permitting processes.. S. An easement shall be provided over the storm line running from Drew Street to the drainage pond at US. 19.* (Has been shown on the revised final site plan.) 6. A drainage easement over the entire drainage pond shall be provided.* (Has been. shown on the revised final site plan.) 7. A forty (40) foot wide drainage and utility easement shall be provided along U.S. 19.* (Has been shown on the revised final sitel plan.) 8. The applicant shall obtain approval to vacate the easement near proposed "Major Department Store D" or the plan shall be revised accordingly.* (Has been noted on the revised final site plan. No building permits shall be issued/procured for "Major Department Store D" and connected shops until this easement has been vacated.) 9. The design of the littoral shelf for the drainage area at U.S. 19 shall be submitted for review by the Water Quality Specialist.* (Has been reviewed by the Water Quality Specialist.) w r ~ Memorndum/The Commons `r ~- ~ l :-~Tanuary 21, 1987 Page 2 10. The handicapped spaces shall be positioned on-site as required by State law.* (Have been shown on the revised final site plan.) 11. The proposed driveway adjacent to Kane's Furniture property (the southernmost driveway proposed on U.S. 19) shall be right-turn-in, right-turn-out only.* (Has been shown on the revised final site plan) . 12. An easement shall be provided for the parking spaces which will encroach on the Kane's Furniture property.* (The applicant has submitted a notarized statement from the owner of Kane's Furniture property giving approval of this encroachment. The proposed easement has been noted on the revised final site plan.) 13. The water system shall be redesigned to provide a looped system serving proposed "Major Department Store D."* (Has been shown on the revised final site plan.) 14. A ten (10) foot wide utility easement shall be provided over the water mains up to and including meters and hydrants.* (Has been shown on the revised final site plan.) 15. The required open space fees shall be paid prior to.certification of the final site plan.* (Accordin to the Director of Parks and Recreation, fees were paid on 114/87.) *NOTE: These conditions shall be indicated on the site plan and/or shall be subject to approval by the City prior to certification of the final site plan. The applicant has slightly modified the site plan by changing a portion of the parking area to the east of Major Department Store A and the parking lot on the Florida Power Corp. right-of-way. The Traffic Engineering Department has no objection to the modification. This modification qualifies as a simple adjustment. Please certify the attached plans subject to the conditions listed above and distribute. JDR/SEG/df ~ E C E I V~ I) List Onufer, Building (1) JAN 26 1931 Bill Baker, Public Works (1) Ream Wilson, Parks and Recreation (1) Cecil Henderson, Utilities (2) Keith Crawford, Traffic Engineering (1) ~ ` Nicholas Lewis, Fire Marshal (1) CIrY CLL.~~ Paula Harvey, Planning (1)~ Ray Wyland, Zoning (1) Cyndie Goudeau, City Clerk (1) Developer/Project Sponsor (1) - Please Call: Greg Sembler 5959 Central Ave. St. Petersburg, FL 33710 Telephone: 381-3622 i A ~ C I T Y ~ F C L E A R W A TP ,•: ,R Interdepartment Correspo ~n'e~~(fi ~. A !, T0: Cyndie Goudeau, City Clerk FROM: John D. Richter, Development Code Administrator ~ / J `~/ k~~/ ~ COPIES: See Below SUBJECT: Simple Adjustment to the Preliminary Subdivision Plat far The Clearwater Collection First Replat Located on the West Side of U.S. 19 and on the North Side of Drew Street (SUB 88-3.)~. DATE: January 4, 1989 On November 22, 1988, the preliminary plat for the Clearwater Collection b'irst Replat was last certified. However, when subsequently submitting t}~e final plat for recordation, the developer's engineer discovered that the certified preliminary plat had a slight error in lot dimensioning for Lots 2 and y in that these lots did not match the last site development plan and ownership lines approved by the D.R.C. on October 13, 1988. The final pint was recorded subject to a revised pr•eiiminary plat being submitted for certification. Please certify this corrected plat subject to conditions listed on the preliminary plat certified on November 22, 1988 and distribute.. JDR/SEG/df cc: Victor Chodora, Building Official (1) Lill Baker, Public Works (1) Ream Wilson, Par~;s aid Recreation (1) Cecil Henderson, Utilities {2) Keith Crawford, Traffic Engineering (1) Paula Harvey, Planning (l) Terry Finch, Environmental Management (1) Ray Wyland, Zoning (1) Cyndie Goudeau, City Clerk (1) Developer/Project Sponsor (3) - Greg Sembler Clearwater Collection Associates,Ltd. 5959 Central Avenue St. Petersburg, FL 33'10 .a. .. ._. ~. V" J,~f~! 6 1989 ,1 C I T Y O F C L E A R W A T E 8 •~, Interdepartment Correspondence , { ~~ t i'. T0: Cyndie Goudeau, City Clerk f ~~ FROM: John D. Richter, Development Code Administrator ~ - -~ COPIES: see Below J AN 2 ~9 198$ SUBJECT: Certification of Preliminary Subdivision Plat for Clearwater Collection Located Northwest of Intersection of US Highway 19 and pr Drew Street (Rothman) Sub. 87-9 DATE: January 20, 1988 The Development Review Committee at its meeting of August 13, 1987 approved the above described preliminary plat sub3ect to the following conditions: (Reviewed by the City Commission on July 16, 1987) 1. Easements required by the Utilities Department be added to the pla t for recording. 2. The City of Clearwater must be included in the easement agreement; between Florida Power Corporation and Clearwater Collection Associates prior to recording the final plat. 3. The plat be recorded within six (6) months from the date of certification of the preliminary plat. Please certify the attached plats subject to the conditions listed above and distribute. List ,. -• ., ( ~ , Andy Onufer, Building (1) Bill Baker, Public Works (1) Ream Wilson, Parks and Recreation (1) Cecil Henderson, Utilities (2) Keith Crawford, Traffic Engineering (1) :Paula, Harvey, Planning (1)~~ Terry~Finch, Environmental Management (1) Ray Wyland, Zoning (1) Cyndie Goudeau, City Clerk (1) ~C~IV ~~ .:-.. 21 ]tea ,. e ,t cI~ CL~Y;K, .., Developer/Project Sponsor (3) - Greg Sembler The Sembler Company 5959 Central Avenue St. Petersburg, F1. 33710 ,~ ~ CITY OF CLEARWATER~ Interdepartment Correspondence TO: Cyndie Goudeau, City Clerk (~ OM: John D. Richter, Development Code Administrator ~~.~ - ~ ~~ `~ .,~ J SUBJECT: Revalidation of Final Site Plan for The Clearwater Colledion/The Commons Located on the West Side of U.S. 19 and on the North Side of Drew Street (PSP 86-35~. COPIES: See List Below - DATE: December 28, 1989 The Development Review Committee at its meeting of December 14, 1989 approved the above described revalidation subject to previous conditions of approval with an amended #5 to read as follows: The requisite building permit shall be obtained by June 14,1990 and all certificates of occupancy shall be obtained by December 14, 1992. Please distribute this memo to be attached to the final site plan certified on November 18, 1989. JDR/SEG/df RECEIVED cc: James M. Polatty, Jr., Director of Planning & Development / Cecil Henderson, Engineering & Environmental (2) Ream Wilson, Pazks & Recreation Director ,14 t+l 2 990 Keith Crawford, Traffic Engineer Victor Chodora, Building Official PL,0.~~titdlNG 8~ URBAN Robert Bramback, Utilities DEVEIOPMENt DEPT. Cyndie Goudeau, City Clerk Ray Wyland, Zoning Joan Moore, Staff Assistant III (Memo Only) Developer/Project Sponsor (3) - Mudano Associates Architects, Inc. 4625 East Bay Drive, Suite 221 Clearwater, FL 3462A-6819 .. 1 ~~ ~Y "'^ .. .~~ .Li 'u ..rd ..~ ~~C 9 ~~~ _,. DM8635.RVL ~~~t;1a~.;,,,_ Certified as a true and correct cop3~. ,~ Revalidation as approved by the Developments $.~,w`~ew •Gv~~ F~D':on December 14, 1989. *` ~~.•' 6 '•. ,~' '~, -"', . Witness my hand and seal of i~4ew~C„tt~3~.~G-l~~arwa`~e~i Florida, this 29th day of Dece~b~r; `{ ii ` ; ~. z a~ • i ... - ~ l i1 is `^' ~ ~' e ~ ~~ /(J • Depu~~~,~a~~y..CG~~ ~~;~~~~`, ~1, .._-~ -~ F ...__~' . ,;.. .; ~ ,~; ., 1J88 , C;1'1',_Y, CLE3K nol~ ~ 7 1988 C I T Y O F C L E A R W ~f.;~~~jVfFiG ~; Ui?~?I~)i( Interdepartment Corr~T f~~17T. ., TO: Cyndie Goudeau, City Clerk „~ (C.~~ v FROM: John D. Richter, Development Code Administrator COPIES: See Below SUBJECT: Certification of Amended Master CPD Site Plan for the Commons ar~d Preliminary Subdivision Flat for the Clearwater Collection First Replat Located on the West Side of U.S. 19 and on the North Side of Drew Street (SUB 88-13 and PSP 86-35). • DATE: November 18, 1988 On October 13, 1988, the Development Review Committee approved the above referenced proposal subject to the following conditions: Revised Einal Site Plan: 1. The site plan submitted for certification shall provide for parking that meets ttie req~.iiremer~ts of the code. (The Dept. of Traffic Engineering finds tt~e site plan acceptable for certification.) 2. 1't~e drive-through bank facility shall be dimensioned on the site plan to ~'^ assure a minimum setback from the center line of U.S. 19 of 175 feet, which is the required street yard setback for U.S. 19. (Has been dimensioned on the site plan with a 225 ft. + setback). 3. Fire hydrants as required by the Fire Marshal shall be indicated on the site for certification. (The Fire Marshal finds the site plan acceptable for certification.) 9. Dumpsters must be visually screened with a 12 foot wide clear opening. (indicated on the site plan under note $10.) 5. Requisite initial building permit shall be procured within six (6) months from the date of certification of the revised plan and all Certificates of occupancy must be obtained within three (3) years from the date of certification of the revised site plan. Preliminary Flats 1. A copy of the executed parking easement from Kane Furniture must be ~~ provided prior to the certification of the preliminary plat. Co ( py of Forking and Driveway Easement OR 6440 Pages ~002~~O..h~sibper~ p,~ovided.) ~ 1. di:.. VV 1J' i. NOV 2~ 1988 I ' (''i'T'V r`~r l:~nrr ~'•~f~{. f ~',~t~d+•~.rin r-~ An~~tirlar_1 MMp±.pr ~'E'L1 Blip Flan - T'he Commons: and Preliminary Subdivision Plat - Clearwater Collection I3'~-"~ember 18, 1988 :.aPage 2 r 2. The recorded OR book and page number for the water and gas, ingress and egress blanket easement must be shown on the plat for certification and the recorded plat. (Shown on plat.) 3. A unity of title shall be recorded for the entire property prior to or in concert with the recording of tt~e final plat. (This requirement was eliminated by the City Commission on November 17, 1988). 4. Plat shall be recorded within six (6) months from the date of certification of the preliminary plat. Please certify tk~e attached plans conditions listed above and distribute. and plats separately sub~ect..to the JDR/SEG/df cc: Victor Chodora, Building Official (1) Dill Balcer, Public Works (1) Rr~am Wilson, Parkr and Recreation (1) Cavil li~nderson, Utilities (2) Kaith Crawfor.•d, Traffic Engineering (1) Caula kis~rvey, Planning ('1) Terry Finr_h, Environmental Management (i) Ray Wyland, Zoning (1) Cyndie Goudeau, City Clerk (1) Developer/Pro,~ect Sponsor (3) - Greg Sembler Clearwater Collection Associates, Ltd. 5959 Central Avenue St. Petersburg, FL 33710 .,, i,~ ~~~ ' 75 ~-g~~~ ._.. y (DM8813.SUB) Certified ae a true and correct copy. Amended site plan approved by theme,,..- .,, Developnu,nt Review Committee October 13, 1.988.Witness my hand and 'e, seal of thy, ~ ' City of Clearwater, rlorida this twenty-second day of November 198:` # .A"~~~. ~ `~.,, ~, . ! _ '"~ +~' . ~ ~ t' ~r F i Deputy CitylClef~a,cr,,,, COP1llI'1'1:ONS: . ~'!,~ `~ ` r, r ` ~.'. .'r~.' ~. ~, ',. ~'I.r . kt r ,,,\ 1. The site plan submitted for certification shall provide for parking that meets the requirements of the code. (The Dept. of Traffic Engineering finds the site plan acceptable for certification.) 2. The drive-through bank facility shall be dimensioned on the site plan to fissure a minimum setback from the center line of U.S. 19 of 175 feet, which is the required street yard setback for U.S. 19. (Has been dimensioned on the site plan with a 225 ft. + setback). 3. Fire hydrants as required by the Fire Marshal shall be indicated on the site for certification. (The Fire Marshal finds the site plan acceptable for certificatinn.) 4. Dumpsters must 6e visually screened with a 12 foot wide clear opening. (indicated on the site plan under note #10.) % 5. Requisite initial building permit shall be procured within six (6) months from th® date of certification of the revised plan and all certificates of occupancy must be obtained within three (3) years from the date of certification of the revised site plan. ,q~ ;~ C'I ~' ~ O F C L E"A R `~ ~~ , , R ` ~. ,: •"~ - ~~.~ '~ ~ ~9~~ •Interdepartment Correspondence' _- ~ PLA~9NING & UEtBAR TO: DEV~6$I~~eEGaucleaPT City Clerk ~j, FROM: James M. Polatty, Jr., Director Planning & evelopment (/~ ~~ SUBJECT: Certification of Preliminary Subdivision Plat (Replat) for The Clearwater Collection Second Replat and related Amended CPD Site Plan for Clearwater Collection Shopping Center,,Located Northeast of U.S. 19 and Drew Street, at 21680-21870 U.S. 19 (PSP 86-35, SUB 90-03), COPIES: See List Below DATE: February 11, 1991 The Development Review Committee at its meeting of December 27, 1990 approved the above described preliminary plat (replat) and amended site plan subject to the following conditions: 1. As the City of Clearwater Master Thoroughfare Plan calls for 60 ft. (1/2 R-O-W) for Drew Street, 10 ft. of additional right-or-way for drainage and utilities easement as per the Public Works Director is required prior to the issuance of a building permit. 2. The dates and conditions for approval by the Planning and Zoning Board for conditional use approval and the Development Code Adjustment Board for variance approval shall be provided on the preliminary plat/site plan prior to certification. 3. The landscaped areas shall be landscaped in accordance with current requirements. This shall be clearly delineated on the site plan prior to certification. 4. If the Target Store plans to have outdoor retail sales for the garden center, a conditional use approval shall be obtained prior to the issuance of a building permit for that phase of construction (note: scheduled for Planning and Zoning Board review on January, 1991). 5. On October 13, 1992, the shopping center site shall be restricted to a total of two (2) free-standing signs on U.S. 19 and one on Drew street (each of the two major streets adjacent to the site). 6. Signs and fencing/walls are subject to separate review and permitting processes. 7. The requisite building permit for the addition shall be obtained within one year from certification of the amended final site plan and the requisite certificate of occupancy for the addition shall be obtained within three years from date of certification of the amended final site plan. 8. The final plat for the second replat shall be recorded within 1 year from certification of the preliminary plat. 9. The changes in the turning radii for the parking lot are subject to approval by the Fire Marshal and Utilities Department. 10. The relocation of the water main requires a Pinellas County Public Health permit prior the the issuance of a building permit. 11. The trash compactor area shall be screened as per Utilities Department requirements prior to the issuance of a certificate of occupancy. 3 As conditions #2,4,9 have been met, please certify the attached plans/plats subject to conditions #1,x,5,6,7,8,10 and 11 listed above and distribute. JMP/SEG cc: lames M. Polatty, Jr., Director of Planning & Development ~ C.,cil Henderson, Engineering Tom Miller, Environmental Ream Wilson, Parks & Recreation Director Don Meerians, Assistant Traffic Engineer Victor Chodora, Building Official Robert Brumback, Utilities Cyndie Goudeau, City Clerk Ray Wyland, Zoning Lou Hilton, Planner II (Memo Only) Developer/Project Sponsor (3) - William L. Whitley, P.L.S., Project Manager Cumbey & Fair, Inc. 2463 Enterprise Road Clearwater, FL 34623-1790 9003Scer.seg RECEIVE D FE 8 1 2 1991 C17Y CLERK ~~~ ~- - ,*~, ..., -, T • . n •1 ~ .„~ ~,:., l~~a C;1'1~Y. C;LL'1~ TOs FROMs COPIESs .~ + ,~'~g~~~ ~~~ ~~ ~ 1g`~d ,.~,~~~ C I T Y O F C L E A R W A T ~'~+~4gi~1~j~~ E~-="~~' Interdepartment Correspond@~i~ Cyndie Goudeau, City Clerk Jbhn p. Richter, Development Code Administrator ~~'~~ See ©elow SUBJECT: Certification of Amended Master CPD Site Plan for the Commons and Preliminary Subdivision Plat for the Clearwater Collection First Replat Located on the West Side of U.S. 19 and on the North Side of Drew Street (SUB 88-13 and PSP 86-35). DATES November 18, 1988 On Octoher 13, 1988, the Development Review Committee approved the above referenced proposal subject to the fallowing conditions: ' Revised Final Site Plan: ~' 1. The site plan submitted for certification shall provide for parking that meets the requirements of the code. (The Dept. of Traffic Engineering finds the sit® plan acceptable for certification.) 2. The drive-through bank facility shall be dimensioned on the site plan .to ''fissure a minimum setbaclc from the center line of U.S. 19 of 175 feet, which is the required street yard setback for U.S. 19. (Has been dimensioned on the site plan with a 225 ft. + setback). 3. Fire hydrants as required by the Eire Marshal shall be indicated on the site for certification. (The Fire Marshal finds the site plan acceptable for certification.) 4. Dumpsters must be visually screened with a 12 foot wide clear opening. (indicated on the site plan under note #1.0.) 5. Requisite initial building permit shall be procured within six (6) months from the date of certification of the revised plan and all certificates of occupancy must be obtained within three (3) years from the date of certification of the revised site plan. Preliminary Plats i. A copy of the executed parking easement from Kane Furniture must be provided prior to the certification of the preliminary plat. (Copy of Parking and Driveway Easement OR 6440 Pages ~002~~2~~~Ib~er~ pfiovided.) NOV 22 1988 ~, I J r't'i'V ,ter ~_:~nv- .` E'~f+_if'i~~aE~iHn t1f' An~r~tlpcl Mer~t~r ~'PC1 ~Ite Plan - The Commons; and Preliminary Subdivision Plat -Clearwater Collection Novembar 18,' 1988 Page 2 2. The recorded OR book and page number for the water and gas, ingress and egress blanket easement must be shown on the plat for certification and tt~e recorded plat. (Shown on plat.) 3. A unity of title shall be recorded for concert with the recording of the eliminated by the City Commission on N~ 4. Plat shall be recorded within six certification of the preliminary plat. Please certify the attached plans and conditions listed above and distribute. JDR/SEG/df the entire property prior to or in Final plat. (This requirement was ~vember 17, 1988). (6) months from the date of plats separately subject to the cc: Victor Chodora, Building Official (1) Bill Baker, Public Works (1) Ream Wilson, Parks and Recreation (1) Cecil Henderson, Utilities (2) Keith Crawford, Traffic Engineering (1) Paula Harvey, Planning (i) Terry Finch, Environmental Management (1) Ray Wyland, Zoning (1) Cyndie Goudeau, City Clerk (1) Developer/Pro,~ect Sponsor (3) - Greg Sembler Clearwater Collection Associates, Ltd. • 5959 Central Avenue St. Petersburg, FL 33710 k ~~~ ' • L 1 r (DM8813.SUB) ~' ~._ fi` i CITY OF CLEARWA TER Interdepartment Despondence Sheet T0: City Manager Anthony L. Shoemaker L.,,1~~^ ' FROM: John D. Richter, Development Code Adm is {' P + AFR r 5 ~: 1:or ~; ..5 r _ CO - - ..'.. ~ ~ f PIES : S e e L i 8 t ~ f ~ ~e - . ~; -.---w --- Sy - i ~ SIIBJBCT: Minor Plan Change - Clearwater Commons - Project name _' changed to Clearwater Collection PSP 86-35 DATB: April 14, 1987 On January 26, 1987, the City Clerk certified the site plan for The Commons subject to conditions. On February 12, 1987 you approved establishing a time allotment requirement for obtaining the initial building permit and obtaining Certificates of Occupancy. The applicant is now requesting approval of a revised plan. Changes to the plan consist of an additional 20 feet of depth to the retail spaces adjacent to Lechmere's and the next building south. Public Works, Traffic Engineering, Environmental Management, and Utilities have reviewed the revised site plan and have no objection. I recommend approval of the current requested modification as a minor plan change subject to the previous conditions placed on the plan on January 26, 1987, and your approval of February 12, 1987. If you concur with the recommendation, please initial this memo and forward the-attached copies of the revised plan to the City Clerk for certification and distribution.- JDR/RCW/cc List !9'l~ Andy Onufer, Buildin 1 g ( ) Bill Baker, Public Works (1) ~r~~ Ream Wilson P l arks and Recreation (1) Cecil Henderson, Utilities (2) Keith Crawford, Traffic Engineering (1) Nicholas .Lewis, Fire Marshal (1) Paula Harvey, Planning (1) Ray Wgland, Zoning (1) Cyndie Goudeau, City Clerk (1) . Developer/Project Sponsor (1) - Mudano Associates Architects 2333 East Bay Dr., Suite 212 Clearwater, FL 33546-6819 539-8737 !~ ~ +~ , , 0 C I T Y O F C L E A R W A T E R Interdepartment Correspondence T0: Cyndie Goudeau, City Clerk ~l FROM: John D. Richter, Development Code Administrator `~~,~ \" COPIES: See List Below ~~ SUBJECT: Certification of Amended Site Plan for Clearwater Collection Located North of Drew Street, West~of U.S. 19 (PSP 86-35)\ DATE: July 28, 1988 The Development Review Committee at its meeting of July 14, 1988 approved the above described 'amended final site plan subject to the following conditions: 1. There ehall be a note placed on the site plan that arking will meet minimum parking standards. (Note has been placed on si~e plan). 2. Site plan data shall be revised to reflect additional parking. (Has been revised). 3. Project signage shall be subject to separate review and permitting processes. 4. The appplicant shall obtain a proval to vacate the easement near the proposed Phase 3 shops prior to issuance of any building permits for the Phase 3 shops. (According to Public Works, vacation is no longer necessary as-the drainage easement was amended by the county.) 5. All requisite certificates of occupancy shall be procured within two (2) years from the date of issuance of the initial building permit for the Commons/Clearwater Collection project (Note: Building records indicate issuance of the initial building permit on May 7, 1987; therefore all requisite certificates of occupancy shall be procured prior to May 8, 1989.) Please certify the attached plans subject to the conditions listed above and distribute. JDR/SEG/em ~~ j- ,,. ~r-. ~ ,~~ ~ ~ cc: Victor Chodora, Acting Building Director (1) Bill Baker, Public Works (1) Ream Wilson, Parks and Recreation (1) Cecil Henderson, Utilities (2) Keith Crawford, Traffic Engineering (1) ~ ,)U~ ~_~? 1988 Paula Harvey, Planning (1) Terra Finch, Environmental Management (1) Ray Wyland, Zoning (1) Cyndie Goudeau, City Clerk (1) Developer/Project Sponsor ( 3 ) - Gregory Sembler (,;L'~' y; ~,1_,2::,~-~~ The Sembler Company 5959 Central Avenue St. Petersburg, Florida 33710 `~, a . T0: CITY OF CLEARWATER Interdepartment Correspondence Sheet ~' City Manager Anthony L. Shoemaker ~~ f !'3~Q( FROM: John D. Richter, Development Code Admini t ator p;,~v~' COPIES: See List ~~ SIIBJECT: Minor Plan Change - Clearwater Commons - Project Na~~1 Changed to tClearwa`t-er Collection; (PSP 86-35 ).. ~, DATE: June 29, 1987 ~, . . 9 ~9a~ , .. ' On January 26, 1987, the City Clerk certified the final site plan for the Commons sub3ect to conditions. The site plan has since been modified on February 12, 1987 and again on April 16, 1987. The applicant is now revising the final site plan to indicate phase lines for the three areas of development. I recommend approval of the current requested modification as a minor plan change subject to the previous conditions placed on the plan on January 26, 1987 and your approval of February 12, 1987. If you concur with the recommendation, please initial this memo, attach it to the copies of the revised plan and forward them to the City Clerk for certification and distribution. JDR/RCW/df List Andy Onufer, Building (1) Bill Baker, Public Works (1) Ream Wilson, Parks and Recreation (I) Cecil Henderson, Utilities (2) Keith Crawford, Traffic Engineering (1) 1 Nicholas Lewis, Fire Marshal (1) ~P~au1a,~Ha;rve_y_,~P1~annang~(~1 ) I Ray Wyland, 7.oning (1) Cyndie Goudeau, City Clerk (1) Developer/Project Sponsor (1) - Mudano As'soc~iates Architects 2333 East Bay Drive, Suite 212 Clearwater, FL 33546-6819 Phone: 539-8737 RECEIVED ~~ x ~a~ ,. CITE CLERK . ~Certified~as a-true and correct copy. Ninor plan change approved hy~i,~,e"City Planager: i/:ioi Witness my hand and the seal of the City of Clearwater this seyc~d~Ei day. o~ "JW,l"y, 19E1. • • ~ u 7.( " ~. . ~` V ~ •- .. • •~{/ /r raj , /~) ~t •`•J% Ueliuty ~ity'Cley "' - _- .. CONDITIONS CARRIED FORWARD: ~ J ~ %~~.__.~`^ = `~ ~...ti 1. On-site mitigation plane and sections sha'll'~'~e'.submitted to•and`; subjecC to approval by the Environmental P~'ane{~er'.g~~~~•~t„o•~~= ~: issuance of the initial building permit. ',,~ ~~1 j0 ~~. ,~;' 2. All recreated wetlands as part of the mitigntio'rSi#~rgC~~s~dl'iall he zoned AL/I and such applications shrill. be submitted prior. to the issuance of the initial building permit. (Application submitted on 1/14/81.) 3. A letter from Florida Power giving the applicant permission for pparking drives and water service in tt~e right-of-way eyasement shall be submitted to the City.* (A copy of an easement n reement.between Florida Power Corp. and ttre applicant has been submitted.) 4. Project eignage shall be subject to separate review and permitting processes. 5. An easement shall be provided over tine storm line running from Drew Street to the drainage pond at US. 19.* (Has been shown on the revised final site plan.) 6. A drainage easement over the entire drainage pond shell be provided.* (flee been shown on the revised final site plan.) 7. A forty (40) foot wide drainage end utility easement shall. he provided along U.S. 19.* (Iles been shown on ttre revised final Bite plan.) 8. The applicant shall obtain approval to vacate the easement near proposed "Major Department Store D" or the plan shall be revised accordingly. (}las been noted on the revised final site plan. No building pecmita shall be issued/procured for "1•injor Department Store D" and connected shops until t}ris easement lies been vacated.) 9. The design of the littoral shelf for the drainage area at U.S. 19 shell be submitted for review by the Water Quality Specialist.* (Flee been reviewed by the Water Quality Specialist.) 10. The handicapped spaces shall be positioned on-site as required by State law.* (Nave been shown on the revised final Bite plan.) 11. The proposed driveway adjacent to Knne's Furniture property (the southernmost driveway proposed on U.S. 19) shall he right-turn-in, right-turn-out only.* (Has been shown on the revised final site plan). • 12. An easement shall be provided for ttre parking spaces which will encroach on the Kane's Furniture property.* (Tire applicant irae submitted a notarized statement from the owner of Kane's Furniture property giving approval of this encroachment. Z1:e pro osed easement has been noted on the revised final Bite plan. 13. The water system shall be redesigned to provide a looped system serving proposed "Major Department Store D."* (Ilse been shown on the revised final site plan.) 14. A ten (10) foot wide utility easement shall he provided over the water mains up to end including meters and hydrants.* (Iles been shown on the revised final site plan.) 15. The required open space fees shall be paid prior to certification of the final site plan.* (According to the Director of Parke and Recreation, fees were paid on 1/14/87.) HINOR PLAN CHANCES: 1. The applicant ie now requesting approval of a revised plan. Chengee to the plan consist of an additional 20 feet of depth to the retell epecee adjacent to Lechmere's and tl:e next building south. Public Works, Traffic Engineering, Environmental Nenegement, and Utilities have reviewed the revised site plan end have no objection. 2. The epplicent !e now revising the final site plan to indicate _c .1-..ninnmanF. '~ ~ ~ CITY O F ~„L: E: A':R~1~!A ~T- 6 !~~ Interdepartm ~'~~ orresponclence Sh~e1 T0: City Manager Anthony L. Shoemaker ~ ;~ ~ FEB 17 i°~~7 John D. Richter Develo nt Code Admi i trator ~~~ I~-! FROM , P~ ~ L.,._..._.._~...w.....~........___r,.~--~ OOPIES: See List ~--~-°---- SIIBJEGTc Time Allotment Requirement for the Final Master Site Plan for The ,Canmons;~a Commercial Planned Development, Located on the West Side of ` U.S. 19, North of Drew St. and South of the City-Owned Baseball Fields (PSP~86-35) DATE: February 12, 1987 On November 26, 1986, the Development Review Committee reviewed the Final Master Site Plan for The Commons, a Commercial Planned Development, and recommended that the City Commission approve the site plan subject to conditions, one being as follows: The requisite initial building permit be procured within six (6) months from date of certification of final site plan and all requisite certifi- cates of occupancy be secured with two (2) years from date of issuance of the initial building permit. On December 11, 1986 the City Commission approved the master site plan which became effective with second ordinance reading on the zoning for the property (CPD) on Decemben.l8, 1986. While the conditions of approval placed on the site plan by the City Commission inadvertently did not include the above listed condition recommended by D.R.C., the Land Development Code requires that allotted time periods for final site plans be specified by the City Manager or Development Review Committee. Therefiore, it is my recommendation that you require the above listed time al otment ver as recommen e y t e D. or t e F na Master S to PYan for a If you concur with this recommendation, please initial this memo and forward it to the City Clerk so that she may distribute it for attachment to the site lan certified on January 26, 1987. ~:~~ : f`~ JDR/SEG/df ~ .. , . rl~~:-. . yti . ~; ~ ~ FEB 719? < ;• List t. .. . ~... .w..-... .. Andy Onufer, Building (1) ~~~~ .~f'-',.-~ :` ~~:.>µ:..~:,-... .:~ Bill Baker, Public Wbrks (1) Ream Wilson, Parks and Recreation (1) ~ Cecil Henderson, Utilities (2) ~ Keith Crawford, Traffic Engineering (1) Paula Harvey, Planning (1) Ray Wyland, Zoning (1) Cyndie Goudeau; City Clerk (1) C,°"" ~1 'a'~~~'cEZVr:n Developer/Project Sponsor (1) - Greg Sembler the Sembler Company 5959 Central Avenue St. Petersburg, FL 33710 FE6 18 19ui CITY CL~RIL _.~. ~. TO: FROM SUBJECT: ~~~ ~ ~ ~ l~,v~ CITY OF CLEARWATER .--. rnterdepartment correspondence Cyndie Goudeau, City Clerk v John D. Richter, Development Code Administrator X ~ /~j~ y~ J Revalidation of Final Site Plan for The Clearwater Collection/The Commons Located on the West Side of U.S. 19 and on the North Side of Drew Street (PSP 86-35). ~ J COPIES: See List Below DATE: December 28, 1989 The Development Review Committee at its meeting of December 14, 1989 approved the above descn'bed revalidation subject to previous conditions of approval with an amended #5 to read as follows: The requisite building permit shall be obtained by June 14,1990 and all certificates of occupancy shall be obtained by December 14, 1992. Please distribute this memo to be attached to the final site plan certified on November 18, 1989. JDR/SEG/df cc: James M. Polatty, Jr., Director of Planning & Development Cecil Henderson, Engineering & Environmental (2) Ream Wilson, Parks & Recreation Director Keith Crawford, Traffic Engineer Victor Chodora, Building Official Robert Brumback, Utilities Cyndie Goudeau, City Clerk Ray Wyland, Zoning Joan Moore, Staff Assistant III (Memo Only) Developer/Project Sponsor (3) - Mudano Associates Architects, Inc. 4625 East Bay Drive, Suite 221 Clearwater, FL 34624-6819 DM8635.RVL •11 .~i 'V a.J ... .~ .r ~~L' ~9 ~~ R ,•~ .,~ ~ .-, -r C1 ~ 1. L.~~~u1 Certified as a true and correct copy. Revalidation as approved by the Development Review Committee on December 14, 1989. -' witnasa my.hand_and.aeal of the~.City_~of,Clearwater, ~P ~~~ J e ~° '~+~3d~C1 ~E~,~.i~l`'~v ~` ~'pEP~f . Et~T ~~ C L~ A p W A T' E R Interdepartment Correspondence pE`~lElp~~~ City Clerk ,/ T0: Cynilie t;oudeau, D. Richter, flevelopr,,ent Code H~~mi nistrator ~ ~ ,~ ,/J FROM: John ,_~ `V COPIES: .See Below m• Simp u..tment to the Pr~iiminary Subdivision Flat for The le Adj ~ lat Located on the West aide of SUBJEC.• r Co1lECtion First Rep 5UB 88_13)- Clearwate. , de of QLe~„ Street U.S. 19 and on the North S~ January 4; 1989 DATE the preliminary plat for the Clearwater Collection 1988,, when subsequently submitting the On November `21last certified. However, First Replat was the developer's engineer discoverefo hLot he final plat for recordation, lan and reliminary plat had a slight error in 3.ot d{,eedevelopn,ent p certified p did not match the last s 1888. The final plat and d in that these lots the D.R•C• on October 13, submitted for lines a~~F'roved by reliminarY plat being ownership a revised p was recorded subject to rertification• listed on the this corrected plat subject to conditions please certify ~~ 1988 and distribute. preliminary pla± cart ified on November ~~ JDR/SEG/df cc: Victor C'nodora, Building Official (1) Bill Baker, Public WorE:s (1) Ream Wilson, Par1a and Recreation (1) Cecil nenoerson, Utilities (~) Keith Crawford, Traffic Engineering (1) Faula Harvey, Planning (1) Terry Finch, Environmental Mariagen~ent (1) Ray Wyland, mooning (1) Cyndie Goudea,l, City Clerl-_ ~1) _ Greg Sembler Clearwater Collection Associates,Lt Developer/Protect Sp°nsor (~) 5959 Central Avenue :,3710 St• Petersburg, FL ,,i;ll~ 6 X95: -I E .PL rHE rH. F '~ t i . ~ ... !.'• .. •1 .., ~~ ;~; _, 1J08 C.;1'1~Y, CLLI~K TO: FROM: COPIES: P! (_l ~/ 2 3 19$3 C I T Y O F C L E A D~'EL~tPNl~i~i'~ J~'3'R Interdepartment Correspondence , .. Cyndie Goudeau, City Clerk ~/ , ~Jnhn D. Richter, Development Code Administrator (G'~~ SUBJECTS Certification of Amended Master CPD Site Plan for: the .Commons ' and F'C•eliminary Subdivision Plat for the Clearwater Collection ~ _ First Replat Located on the West Side of U.S. 19 and on the ~- ~_'~ North Side of Drew Street (SUB ©fl-13 and PSP 86-35). '' ~` i~l : f DATE: November 18, 1988 _ _ ;~ f On October 13, 19f38, the Development Review Committee approved the above „ referenced proposal subject to the following conditions: „ ;,~}, , ,~ ~~ Revised Final Site Plan: ~; ,:, 1. The site plan submitted for certification shall provide for parkirig that ;~.`~'>:. meets the requirements of the code. (The Dept. of Traffic Engineering finds the site plan acceptable for certification.) 2. The drive-through bank facility shall be dimensioned on the site plan to '' assure a minimum setbac{c from ttie center line of U.S. 19 of 175 feet,. which is the required street yard setback for U.S. 19. (Has been dimensioned on the site plan with a 225 ft. + setback). 3. Fire hydrants as required by ttre Fire Marshal shall be indicated on the site for certification. (The Fire Marshal finds the site plan acceptable for certification.) 4. Dumpsters murt be visually screened with a 12 foot wide clear opening. (indicated on ttre site plan under note #10.) 5. Requisite initial building permit shall be procured within six.(6) months from the date of certification of the revised plan and all certificates of occupancy must be obtained within three (3) years from the date of certification of the revised site plan. Preliminary Plat: 1. A copy of the executed parking easement from Kane Furniture must be provided prior to the certification of the preliminary plat. (Copy of Partcing and Driveway Easement OR 6440 Pages 2002._ 1 i b ovided.) , Lt"~.~ LEI ~~~ ~. NOV 22 1980 ' ~, , C ~ •; . ~~ rya ~~"tip"nni~nnp!1-rt,~pQr•--•_~E~.~.,~_ . ' Preliminary Subdivision Plat - Clearwater, Coll~ction~~~°~~`°""`~""""` -"`--~ ^~~°-~°~• ~.._:---»... ~~ November 18, 19E1© Page 2 2. The recorded OR book and page number for the water and gas, in~~tress and egress blanket easement must be shown on the plat for certification and the recorded plat. (Shown on plat.) 3. A unity of title strall be recorded for tine entire property prior to or in concert with the recording of the final plat. (This requirement was eliminated by tl~e City Commission on November 17, 1988). Q. Plat shall be recorded within six (6) months from the date of certification of the preliminary plat. Please certify the attached plans conditions listed above and distribute. and plats separately sub~ec.t to the JDR/SEG/df cc: Victor Cltodora, Eluilding Official (1) Eli 11 Balser, Public Wor)cs (1) Ream Wilson, Parks and Recreation (1) Cecil Elender~son, Utilities (2) ItPith Crawf.or•d, Traffic Engineering (1) Paula Elr~rvey, Planning (1) Terry Finch, Environmental Management (1) Ray Wyland, Zoning (1) Cyndie Goudeau, City Cierk (1) Developer/Pr•o~ect Sponsor (3) - Greg Sembler Clearwater Collection Associates., Ltd. 5959 Central Avenue St. Petersburg, EL 33710 •P 1 75~ (DM8813.SUEl) 1 y.: . -' - DEVELOPMENT REVIEW COMMITTEE V; ~.,,.,~; : :.,;_ , , .,... ; ; ' ; ;~ : ~ ..: _ ' ' ~ October 13, 1988 Members Present: Assistant City Manager, Chairman E izabeth S. Haeseker - Fire Marshall Nick Lewis - Bob Maran/Bill Baker _ representing BubldingoDepaDrtmentmen Vic Chodora Department Don Meerians - representing Traffic Engineering Bob Perkins - representing Utilities Department Paula Harvey - Planning Director Ream Wilson - Parks & Recreation Director Also Present: Frank R. Mudano Mudano Assoc. Bill Whitley Cumbey & Fair The Sembler Co. -Greg Sembler Krag Engr. Ed Mazur Richland Properties Sam Ross Healey Consultant Group Dave Healey Richard D. Harris Kin Engr. Assoc: Stephanie Tyrrell Cumbe & Fair, Inc. Cumbey & Fair, Inc. - Bill Whitley Curtis J. DeYoung ,-~ DeYoung & Assoc., Inc. velopment Corp. t D John P.D. Crist Sherrie Nicodemus e - Cris - Recording Secretary ______________________ ---------- _ The meeting was called -------- to order at 9:05a.m. by Chairman Haeseker in the Operations Conference Room. of September 8, 1988, were approved as submitted. i Minutes of the regular ng DRC meet rth side N o 1. CLEARWATER COLLECTION, located on the West side of U.S. 19 and on the of Drew Street Preliminary Subdi vision Plat (for first replat) - APPROVED WITH CONDITIONS (Plat certified o ' 1 't n January 27, 1988) lan (Last certified July 28, 1988) - APPROVED 'WITH CONDITIONS Amend fina si e p Fire Need to show where fire hydrants are located on the site plan. Public Works No comment. Building No comment. Traffic Engineering No comment. Uti id es Preliminary Subdivision Plat - Recorded O.R. and page number or the-; gas and ingress/egress blankCPDeSiteePlanustWe~ tapsn cutt&ecapsaandlmeter -~~-- Amended Master and fire hydrant relocations on the existing water system must be done by the C1tHealth - Clearwater Water Division at the owner'thexPelocation ofdthe existinglwateromain. Thade Department Permit is required prior to 300 will be m tap for the proposed waterrmvalvee1notrtoosouth as shownron theBpladnsng The dumpsters north of the existing Ovate must be in visually screened enclosurelear1oreninghto1theafrontfforraccesstby Sanitatpon Provide gates with a minimum 12 foot c P r vehicles. Planning Revised plan does not meet our code requirements for parking,. tJee to have a copy of the parking agreement with Itnwas addedtbyethe Commission that a show dimensions for bank drive-through facility unity of title for this property be filed. Parks & Recreation No comment. DRC. 10/13/88 - .. _ •_.'1. CLEARWATER COLLECTION (Cont'~d.) : `,,_~,_ ,~.~~ :',`:~,' ~' :" , , - . ~.. Paula Harvey moved to approve the preliminary plat for the Clonformsrwithldesign guidelines lat c t the th p a rep at ased upon a finding of this Committee for plat approval subject to the following: cuted parking easement from Kane's Furniture must be provided h e exe 1. A copy of t prior to the certification of the preliminary plat. number for the water and gas ingress and egress d k , page an 2. The recorded O.R. boo blanket easement must be shown on the plat for certification and the recorded plat. i n 3. A unity of title shall be recorded for the entire property prior to or concert with the recording of the Final Plat. 4. Plat shall be recorded within 6 months from the date of Certification of the .'X Preliminary Plat. '~ Motion seconded by Bob Maran. Motion carried unanimously. ., ;;A Paula Harve moved to approve the revised final site plan for Clearwater Collection '~'~ lan conforms with the design guidelines t the h +. p a ase upon a finding of this Committee t ~ for site plan review subject to the following: 1. Plan for Certification shall provide for parking that meets the requirements of ~ ~:,.~; the Code. ~ The drive-through bank facility shall be dimentioned on .the site plan to assure ~~~ 2 "~ t- ~: . a minimum set-back from the center line of U.S. 19 of 175 feet. the Fire Marshall shall be indicated on the site d b i , y. ,;, ~.~~, r4 t y re 3. Fire hydrants as requ ~ ' }~ plan for certification. Dumpsters must be visually screened with a 12 foot wide clear opening 4 date th . e 5. Requisite initial building permit shall be issued within 6 months from issued of certification of the revised site plan and all certificates of occupancy within 3 years from date of certification of the revised site plan. Motion was seconded by Bob Maran. Motion carried unanimously. --r-vV µvvey Y,Lu JDR/SEG/em -._ E. l: , .. ccs Victor Chodora~ Acting Building Director (1) Bill Baker, Public Worke (1) • Ream Wilson Parks and Recreation (1) Cecil Henderson, Utilities (2) Keith Crawford Traffic Engineering (1) ~)~~~_ ;; ,2 19x5 Paula Harvey Planning (1 Terraq Finch, Environmental Management (1) Ray Wyland~ Zoningg Cyndie Goudeau~ CitylClerk (1) DeveloperJProject Sponsor (3) - Gregory Sembler (,.;L'.~,•'x: Ll.,.l.~'i~S, . The Sembler Company 5959 Central Avenue St. Petersburg Florida 33710 . --~~ a,p...~.y....~..._v.~.~.........-_.,.~,.........._. ..____....~,_ C I T Y O F C L E A R W A T E R Interdepartment Correspondence TOs Cyndie Goudeau, City Clerk ~~11 ~J FROM: John D. Richter, Development Code Administrator ,~ l _ ~% COPIES: See List Below ~, SUBJECT: Certification of Amended Site Plan for Clearwater Collection Located North of Drew Street, West of U.S. 19 (PSP 86-35) DATE: July 28, 1988 The Development Review Committee at its meeting of July 14, 1988 a roved the above described amended final site plan subject to the following conditions: 1. There shall be a note placed on the site plan that parking will meet minimum parking standards. (Note has been placed on site plan). 2. Site plan data shall be revised to reflect additional parking. (Has been revised). 3. Project eignage shall be subject to separate review and permitting processes. 4. The appplicant shall obtain approval to vacate the easement near the proposed Phase 3 shops prior to issuance of any building permits for the Phase 3 shops. (According to Public Works, vacation is no longer necessary ae the drainage easement was amended by the county.) 5. All requisite certificates of occupancy shall be procured within two (2) ears from the date of issuance of the initial building permit for the ~ommons/Clearwater Collection project (Note: Building records indicate issuance of the initial building permit on May 7, 1987; therefore all requisite certificates of occupancy shall be procured prior to May 8, 1989.) Please certify the attached plans subject to the conditions listed above and distribute. cc: Victor Chodora, Acting Building Director (1) Bill Baker, Public Works (1) Ream Wilson, Parks and Recreation (1) Cecil Henderson, Utilities (2) Keith Crawford, Traffic Engineering (1) ~ ~J~)~ ;;'.,2 j~J(j~ Paula Harvey, Planning (1 Terryy Finch, Environmental Management (1) Ray Wyland, Zoningg Cyndie Goudeau, City1Clerk (1) ' Developer/Project Sponsor (3) - Gregory Sembler (,.;I'.~,~~ C.L,.I~'~h. . The Sembler Company- 5959 Central Avenue St. Petersburg, Florida 33710 1 Interdepartment Corr TO: City Manager Ron FROM: John D. Richter, Develo COPIES: See List ~/ ~c~,uu^--- ~ t' ~~~ J n~C-flt3e~~Administrator ~~ ~~ SUBJECTS Amendment of the Certified Final Site Plan for Clearwater Collection (formerly known as the Commons) Located on the West Side of U.S. 19, North of Drew Street and South of the City-owned Baseball Fields (The Sembler Co.) PSP 86-35. DATE: April 4, 1988 The project engineer for Clearwater Collection is requesting approval of a plan change to shift the Phase 2 building, parking lot and landscaped areas ten (10) feet to the south in order to accommodate a walkway arourid the structure without encroaching into or over the drainage easement. Traffic Engineering, Environmental Management and Public Works have reviewed the revised plan and have no objection. Public Works requests that the exist- ing island located in the drainage easement be removed. I recommend ~ou_approve this request as a minor plan change subject to the previous conditions placed on the plan on January 26, 1987 and February 12,. 1987 and subject to the removal of the existing island located in the drainage easement. If you concur with the recommendation, please initial this memo, attach it- to the copies of the revised plan and forward them to the City Clerk fric certification and distribution. JUR/SEG/df List Ream Wilson, Parks and Recreation (1) ~; .,.. Cecil Henderson, Utilities (2) Keith Crawford, Traffic Engineering (1) Paula Harvey, Planning (1) Terry Finch, Environmental-Management (1) Ray Wyland, Zoning (1) Cyndie Goudeau, City Clerk (1) Developer/Project Sponsor (3) - Greg Sembler The Sembler Company 5959 Central Avenue ' St. Petersburg, FL 33710 ~ ~1PR E 1988. ~1 ~rt1:~ ~li~.J..~fl,~. CITY OF CLEARW ATE:R Interdepartment Correspondence Sheet T0: City Manager Anthony L. Shoemaker FROM: John D. Richter, Development Code Admini t ator COPIES: See List SIIBJECT: Minor Plan Change - Clearwater Commons - Project Name Changed to Clearwater Collection (PSP 86-35). DATE: June 29, 1987 On January 26, 1987, the City Clerk certified the final site plan for the Commons subject to conditions. The site plan has since been modified on February 12, 1987 and again on April 16, 1987. The applicant is now revising the final site plan to indicate phase lines for the three areas of development. I recommend approval of the current requested modification as a minor plan change subject to the previous conditions placed on- the plan on January 26, 1987 and your approval of February 12, 1987. If you concur with the recommendation, please initial this memo, attach it to the copies of the revised plan and forward them 'to the City Clerk for certification and distribution. JDR/RCW/df List Andy Onufer, Building (1) Bill Baker, Public Works (1) Ream Wilson, Parks and Recreation (1) Cecil Henderson, Utilities (2) Keith Crawford, Traffic Engineering (1) Nicholas Lewis, Fire Marshal (1) Paula Harvey, Planning (1) Cyndie Goudeau, City Clerk (1) Developer/Project Sponsor (1) - Mudano Associates Architects 2333 East Bay Drive, Suite"212 Clearwater, FL 33546-6819 Phone: 539-8737 ,,,~ . °,} RECELVED ~r c-.i.rr-- c~i'~"~ F ~'' `; ~',~; f . i - '(yE~ ri =~ ~ ~`~ 1~~ ~~ 1 y981 ,_,_ CITE CLERK ~. 7 CITY OF CLEARW ATEi~ Interdeaartment.Co.rresaondence Sheet ~.,_.. ~-.. , TOs City Manager Anthony L. Shoemaker ;j !~;I \ '~ F)lOIYs John D. Richter, Development Code Adm is ~{ ~orAFl« ~ ~ ''.";l ' COPIBSs See List C!F ~ ~ ~~~ -----_,.~t~•' '~A ,,,..., ~.': i.: c j SUBJBCTs Minor Plan Change - Clearwater Commons - Project name -' changed to Clearwater Collection PSP 86-35 DATBs April 14, 1987 On January 26, 1987, the City Clerk certified the site plan for The Commons subject to conditions. On February 12,.1987 you approved establishing a time allotment requirement for obtaining the initial building permit and obtaining Certificates of Occupancy. The applicant is now requesting approval of a revised plan. Changes to the plan consist of an additional 20 feet of depth to the retail spaces adjacent to Lechmere's and the next building south. Public Works, Traffic Engineering, Environmental Management, and Utilities have reviewed the revised site plan and have no objection. I recommend approval of the current requested modification as a minor plan change subject to the previous conditions placed on the plan on January 26, 1987, and your approval of February 12, 1987. If you concur with the recommendation, please initial this memo and forward the attached copies of the revised plan to the City Clerk for certification and distribution. JDR/RCW/cc Lis t (9''1 `~ Andy Onufer, Building (1) ~ `J Bill Baker Publi ~" c Works (1) U ~~ Ream Wilson Parke and ~ t Recreation (1) I Cecil Henderson, Utilities (2) Keith Crawford, Traffic Engineering (1) Nicholas Lewis, Fire Marshal (1) Paula Harvey, Planning (1) Ray Wyland, Zoning (1) Cyndie Goudeau, City Clerk (1) Developer/Project Sponsor (1) - Mudano Associates Architects. 2333 East Bay Dr., Suite 212 Clearwater, FL 3346-6819 539-8737 j~~,E~~~~ u~~" CI'T'Y CLERK ~., T0: Cyndie Goudeau, City Clerk FROM: John D. Richter, Development COPIES: See Below interdepartment Correspondence Sheet Code Administrator ~~91 ~ SUBJECT: Certification of Final Master Site Plan for The Commons, A' Commercial Planned Development DATE: January 22, 1987 The. City Commission at its meeting of December 11, 1986 approved the above described final site plan subject to the following conditions: (Note: The Master Final Site Plan approval became effective with second ordinance reading of the CPD zoning for the property on December 18, 1986) 1. On-site mitigation plans and sections shall be submitted to and subject to approval by the Environmental Manager prior to the issuance of the initial building permit. 2. All recreated wetlands as part of the mitigation process shall be, zoned AL/I and such applications shall be submitted prior to the issuance of the initial building permit. (Application submitted on 1/14/87.) 3. A letter from Florida Power giving the applicant permission for- ' pparking drives and water service in the right-of-way easement shall` be submitted to the City.* (A copy of an easement agreement'betweep Florida Power Corp. and the applicant has been submitted.) ~~ ,, 4. Project signage shall be subject to separate review and permitting' processes . ~.~ 5. An easement shall be provided over the storm line running from .Drew ` Street to the drainage pond at US. 19.* (Has been shown on the revised final site plan.) 6. A drainage easement over the entire drainage pond shall be provided.* (Has bee n. shown on the revised final site plan.) 7. A forty (40) foot wide drainage and utility easement shall be provided along U.S. 19.* (Has been shown on the revised final site plan.) 8. The applicant shall obtain approval to vacate the easement near proposed "Major Department Store D" or the plan shall be revised accordingly.* (Has been noted on the revised final site plan: No. building permits shall be issued/procured for "Major Department-.Store D." and connected shops until this easement has been vacated.) ~. 9. The design of the littoral shelf for the drainage area at il.S. 19 shall be submitted for review by the Water Quality Specialst.* (Has .been reviewed by the Water Quality Specialist.) '~ e '• ' - - Fage 2 10. The handicapped spaces shall be positioned on-site as .required by State law.* (Have been shown on the revised final site plan.) 11. The proposed driveway adjacent to Kane's Furniture property (the southernmost driveway proposed on U.S. 19) shall be right-turn-in, right-turn-out only.* (Has been shown on the revised final site plan). ~ , 12. An easement shall be provided for the parking spaces which will encroach on the Kane's Furniture property.* (The applicant has. submitted a notarized statement from the owner of Kane's Furniture property giving approval of this encroachment. The proposed easement has been noted on the revised final site plan. 13. The water system shall be redesigned to provide a looped system serving proposed "Major Department Store D."* (Has been shown on the revised final site plan.) 14. A ten (10) foot wide utility easement shall be provided over the water mains up to and including meters and hydrants.* (Has been shown on the revised final site plan.) 15. The required open space fees shall be paid prior to_certification of the final site plan.* (Accordin to the Director of Parks and Recreation, fees were paid on 114/87.) *NOTE: These conditions shall be indicated on the site plan and/or shall be subject to approval by the City prior to certification of the final site plan. The applicant has slightly modified the site plan by changing a portion of the parking area to the east of Major Department Store A and the parking lot on the Florida Power Corp. right-of-way. The Traffie Engineering Department has no objection to the modification. This modification qualifies as a simple adjustment. Please certify the attached plans subject to the conditions listed above and distribute. JDR/SEG/df n E G E I V E D , List Onufer, Building (1) Bill Baker; Public Works (1) JAN 26 198`1 Ream Wilson, Parks and Recreation (1) Cecil Henderson, Utilities (2) ~ ~ ,' Keith Crawford, Traffic Engineering (1) Clrl'Y CLLIi~ Nicholas Lewis, Fire Marshal (1) , Paula Harvey, Planning (1) Ray Wyland, Zoning (1) Cyndie Goudeau, City Clerk (1) Developer/Project Sponsor (1) - Please Call: Greg Sembler 5959 Central Ave. St. Petersburg, FL 33710 Telephone: 381-3622 CITY OF CLEARWATER Literdepartment Correspondence TO: Members of the Development Review Committee p FR0111: James M. Polatty, Jr., Director of Planning and Development ~t-/SS SUBJECT: Amendment to Certified Site Plan for the Target Store ®Clearwater Collection/The Commons located on the west side of U.S.19and on the north side of Drew Street (PSP 86-35). __.~~ COPIES: Scott Shuford, Planning Manager; Sandra E. Glatthorn, Senior Planner DATE: March 31, 1991 For your review, attached is a copy of the above described amended site plan received on March 18,1991. The change(s) to the certified site plan (certified on Feb. 13, 1991) are identified in the attached copy of the letter from the owner's representative. If you find the amended site plan to be acceptable, please write your initials and date on the line next to your name below. D.R.C. Approval List: Victor Chodora, Building Official Don Meerians, Traffic Engineering Robert Brumback, Utilities Cecil Henderson, Engineering Tom Miller, Environmental Ream Wilson, Parks & Recreation Director Initials/Date `i~~9/ James Goodloe, Fire Marshal If you do have an objection and/or recommendation, your comments are requested below (or please attached your comments to this memo). Comments: (by whom and with date, please) Please return this. memo ~i~ifh attached site plan to Ted Clarke, Planner R, prior to Apri14,1991. . ~ JMP/TC Attachments • amdpsp.tc amd8635.tc r CUMBEY 8 FAIR, INC. 2463 ENTERPRISE ROAD CLEARWATER, FL 34623-1790 (813 797-8982 Clearwater ~813~ 223-4333 Tampa CIVIL ENGINEERING LANDSURVEYING DELIVERED PLANNING Ted Clark City of Clearwater Planning Dept.. P.O. Box 4748 Clearwater, FL 34618 March 15, 1991 RECEIVE D RE: Target Store @ Clearwater Collection - Amendment to MRR 18 19~s~~ Amended Final Site P1 an Our Job #334T Dear Ted : PLANNING & URBAN DEVELOPMENT DEPT. Enclosed per our conversation are the following: 1. Sixteen ~16) copies of the amended Final Site Plan. 2. Check in the amount of $50.00. As we discussed, we are requesting an administrative approval of th is minor modification to the Site Plan. The modification involves the addition of 1460 square feet of administrative office space. The Code Adjustment Board approved the request to allow for variance for an additional eight parking spaces on March 14, 1991. Should you have any questions, please do not hesitate to call. Very truly yours, Encls. xc: Dennis Shehan - Sembler Mike Folio - Home Depot Lyle Gorman - Target WLW/tdr CUMBEY ~~& F/AIR, INC. William L. Whitley, PLS Project Manager ~ `~_r CITY OF CLEARWATER, FLORIDA M 2 4 4 6 28 MISCELLANEOUS RECEIPTS _ __.1_~~2i~~~---1 ~ --------------, ~s ~~- Received of _ ~_(1~1~~~L ~ -~ta~~~-- ~ ~L~___FtL~__4~~~•-?~~ ~~L1~Taez. ~~~l~C1Qr~r~.,~ In payment of Fund -------------------------- Dollars Code --~~12 =1 `Q~.`~~ "=~.`L~Q -------------------------- CITY OF ~ ~ W R Receiv By C'~ Il ~~z CUMBEY & FAIR, INC. 2463 ENTERPRISE ROAD CLEARWATER, FL 34623-1790 (813 797-8982 Clearwater (813) 223-4333 Tampa CIVIL ENGINEERING LAND SURVEYING PLANNING DELIVERED December 30, 1988 M~.`'Sandy Glatthorn City, of Clearwater Plan ing & Urban Development 900..~~hestnut Street Clearwater, Florida 34618 _ __ Re: The Clearwater Collection - First Replat Preliminary Plat (Our J.N. 334A) Dear Sandy: Enclosed for the City of Clearwater's review and approval are thirteen (13) copies of the Preliminary Plat showing the correct lot configurations. Should you have any questions, please contact our office at your earliest convenience. Very truly yours, CUMBE~~~ppY~/& FAI~JR, /INIC~. William L. Whitley, P.L.S. Project Engineer Encls. R 4~~~° ,_~ ® ~~ xc: Greg Sembler WLW/cmt ~~~ ~ ~ ~c~~ PLAN~l~(~iG DEPARTMENT CITY OF CLEARWATER Interdepartment Correspondence TO: Members of the Development Review Committee n FROAT: James M. Polatty, Jr., Director of Planning and Development ~1"/SS SUBJECT: Amendment to Certified Site Plan for the Target Store ~ Clearwater Collection/The Commons located on the west side of U.S.19 and on the north side of Drew Street (PSP 86-35)y COPIES: Scott Shuford, Planning Manager; Sandra E. Glatthorn, Senior Planner DATE: .March 31, 1991 For your review, attached is a copy of the above described amended site plan received on March 18,1991. The change(s) to the certified site plan (certified on Feb. 13, 1991) are identified in the attached copy of the letter from the owner's representative. If you find the amended site plan to be acceptable, please write your initials and date on the Iine riext to your name below. D.R.C. Approval List: Initials/Date ~ Victor Chodora, Building Offcial' 4 c~ Don Meerians, Traffic Engineering Robert Brumback, Utilities Cecil Henderson, Engineering Tom Miller, Environmental Ream Wilson, Parks & Recreation Director James Goodloe, Fire Marshal If you do have an objection and/or recommendation, 'your comments are requested below (or please attached your comments to this memo). Comments: (by whom and with date, please) Please return this memo with attached site plan to Ted Clarke, Planner II, prior to April 4, 1991. JMP/TC Attachments amd8635.tc amdpsp. tc . TO: Members of the Development Review Committee CITY OF CLEAR WATER Interdepartment .Correspondence ~~ ~ `--r. a~ y ~ ~ FROM: James M. Polatty, Jr., Director of Planning and Development ~l ~ S ' ^~ SUBJECT: Amendment to Certified Site Plan for the Target Store ~ Clearwater Collection/Tfii~~'``Commons located on the west side of U.S.19and on the north side of Drew Street (PSP 86~-35~'~'~~ COPIES: Scott Shuford, Planning Manager; Sandra E. Glatthorn, Senior Planner ~~ FATE: March 31, 1991 For your review, attached is a copy of the above described amended site plan received on March 18,1991. The change(s) to the certified site plan (certified on Feb. 13, 1991) are identified in the attached copy of the letter from the owner's representative. If you find the amended site plan to be acceptable, please write your initials and date on the line next to your name below. D.R.C. Approval List: Victor Chodora, Building Official Don Meerians, Traffic Engineering Robert Brumback, Utilities Cecil Henderson, Engineering Tom Miller, Environmental Ream 'Wilson; Parks- &-Recreation Director James Goodloe, Fire Marshal Initials/Date If you do have an objection and/or recommendation, your comments are requested below (or please attached your comments to this memo). Comments: (by whom and with date, please) This expansion project is exempt from the City's Open Space Assessment _ Ordinance in that an Open Space fee has previousl .been aid ~ ~y ~ --~ ~/ /~ ~ Please return this memo with attached site plan to Ted Clarke, Planner II, prior to April 4, 1991. JMP/TC Attachments amdpsp. tc amd8635. tc CITY OF CLEARWA interdepartmen tt~r r~$po~n~n~e~/ ~` ~ ~~ f TO: Members of the Development Review Committee ~~~~' o ~ t~~~ FROM: James M. Polatty, Jr., Director of Planning and Development ~1"/SS ~ TRANSFOR I ATfOf~ SUBJECT: Amendment to Certified Site Plan for the Target Store ~ Clearwater Collection/The Commons located on the west side of U.S.19and on the north side of Drew Street (PSP 86-35) COPIES: Scott Shuford, Planning Manager; Sandra E. Glatthorn, Senior Planner DATE: March 31, 1991 For your review, attached is a copy of the above described amended site plan received on March 18,1991. The change(s) to the certified site plan (certified on Feb. 13, 1991) ace identified in the attached copy of the letter from the owner's representative. If you find the amended site plan to be acceptable, please write your initials and date on the line next to your name below. ~ Y D.R.C. Approval List: Victor Chodora, Building Official _. _ pon_Meerians,_.~`r`affic_Engiieerng ~-~ Robert Brumback, Utilities Cecil Henderson, Engineering Tom Miller, Environmental Ream Wilson, Parks & Recreation Director James Goodloe, Fire Marshal If you do have an objection and/or recommendation, your comments are requested below (or please attached your comments to this memo). Comments: (by whom and with date, please) Please return this memo with attached site plan to Ted Clarke, Planner R, prior to April 4, 1991. JMP/TC Attachments Initials/Date amdpsp. tc amd8635. tc CITY OF CLEAR WATER Interdepartment Correspondence TO: ,Members of the Development Review Committee FROM: James M. Polatty, 7r., Director of Planning and Development ~f /SS SUBJECT: Amendment to Certified Site Plan for the Target Store @ Clearwater Collection/The Commons located on the west side of U.S.19and on the north side of Drew Street (P$P 86-35) COPIES: Scott Shuford, Planning Manager; Sandra E. Glatthorn, Senior Planner DATE: March 31, 1991 For your review, attached is a copy of the above described amended site plan received on March 18,1991. The change(s) to the certified site plan (certified on Feb. 13, 1991) are identified in the attached copy of the letter from the owner's representative. If you find the amended site plan to be acceptable, please write your initials and date on the line next to your name below. D.R.C. Approval List: Initials/Date Victor Chodora, Building Official Don Meerians, Traffic Engineering Robert Brumback, Utilities Cecil Henderson, Engineering Tom Miller, Environmental Ream Wilson, Parks & Recreation Director ~Iames_Goodloe,_F.ire~'Marshal , If you do have an objection and/or recommendation, your comments are requested below ( please attached your comments to this memo). Comments: (by whom and with date, please) Please return this memo with attached site plan to Ted Clarke, Planner II, prior to April 4, 1991. JMP/TC Attachments amdpsp. tc '~ amd8635. tc . CITY OF CLEAR WATER Interdepartment Correspondence TO: Members of the Development Review Committee q FROM: James M. Polatty, Jr., Director of Planning and Development ~1 ~ S SLI.BJECT: Amendment to Certified Site Plan for the Target Store @ Clearwater Collection/The Commons located on the west side of U.S.19 and on tl:e north side of Drew Street (PSP 86-35) COPIES: Scott Shuford, Planning Manager; Sandra E. Glatthorn, Senior Planner DATE: March 31, 1991 For your review, attached is a copy of the above described amended site plan received on March 18,1991. The change(s) to the certified site plan (certified on Feb. 13, 1991) are identified in the attached copy of the letter from the owner's representative. If you find the amended site plan to be acceptable, please write your initials and date on the line next to your name below. D.R.C. Approval List: Victor Chodora, Building Official Don Meerians, Traffic Engineering Robert Brumback, Utilities Cecil Henderson-, Engineenng_ Tom Miller, Environmental Ream Wilson, Parks & Recreation Director James Goodloe, Fire Marshal Initials/Date If you do have an objection and/or recommendation, your comments are requested below (or please attached your comments to this memo). Comments: (by whom and with date, please) t,.._.__.. _ _ _._.. v ~~ - ;~ 1! ~; ~n .r ~t1 ~' , f .'. , .. . y ~ ~11N~, . ~. if t ,T F Please return this memo with attached site plan to Te 1 k~~9~9~~~If•Tfa~f~~i1~ Apri14, 1991. P JMP/TC CMS ^ TC1 ^ PJ ^,OVii ~ ~ `8 ^ " !~ ^ F~1f B ^ A~ Attachments ^ ti~~ C~ ts:.t3 C3 i`i[DM ^ 1i~ ^ i~~ C9 [~~ ^ ^ lard ~~.1 [a ~~`~ ^ ^ G?B ~'~~' ~'~t" amdpsp.tc amd8635.tc ~ " FILr:.~_~.._, . . , CITY OF CLEARVVATER Interdepartment Correspondence RECEIVED TO: Members of the Development Review Committee ' p APR-z ~s~~ FROrT: James M. Polatty, Jr., Director of Planning and Development ~1 /SS SUBJECT: Amendment to Certified Site Plan for the Target Store ~ Clearwater o / ~~NT cT~~ ~ located on the west side of U.S.19and on the north side of Drew Street (PSP 86-35) COPIES: Scott Shuford, Planning Manager; Sandra E. Glatthorn, Senior Planner DATE: March 31, 1991 For your review, attached is a copy of the above described amended site plan received on March 18,1991. The change(s) to the certified site plan (certified on Feb. 13, 1991) are identified in the attached copy of the letter from the owner's representative. If you find the amended site plan to be acceptable, please write your initials and date on the line next to your name below. D.R.C. Approval List: Initials/Date Victor Chodora, Building Official Don Meerians, Traffic Engineering ~ :Robert -.Brumback, Utilities ~ ~~~~ ~~ ~,yf ~ 4 Cecil Henderson, Engineering Tom Miller, Environmental Ream Wilson, Parks & Recreation Director James Goodloe, Fire Marshal If you do have an objection and/or recommendation, your comments are requested below (or please attached your comments to this memo). Comments: (by whom and with date, please) Please return this memo with attached site plan to Ted Clarke, Planner II, prior to April 4, 1991. JMP/TC Attachments . amdpsp. tc amd8635.tc ,, CITY OF CLEARWATE~'R Interdepartment Correspondence TO: Members of the Development Review Committee p FROM: James IvI. Polatty, Jr., Director of Plannuag and Development ~t-/SS SUBJECT: Amendment to Certified Site Plan for the Target Store Q Clearwater Collection/The Commons located on the west side of U.S.19 and on the north side of Drew Street (PSP 86-35) COPIES: Scott Shuford, Planning Manager; Sandra E. Glatthorn, Senior Planner DATE: March 31, 1991 For your review, attached is a copy of the above described amended site plan. received on March 18,1991. The change(s) to the certified site plan (certified on Feb. 13,.1991) are identified in the attached copy of the letter from the owner's representative. If you find the amended site plan to be acceptable, please write your initials and date on the line next to your name below. D.R.C. Approval List: Initials/Date Victor Chodora, Building Official Don Meerians, Traffic Engineering • Robert Brumback, Utilities Cecil Henderson, Engineering Tom. Miller,'Environmental ~ - ~~~ Ream Wilson, Parks & Recreation Director James Goodloe, Fire Marshal If you do have an objection and/or recommendation, your comments are requested below (or please attached your comments to this memo). Comments: (by whom and with date, please) Please return this memo with attached site plan to Ted Clarke, Planner II, prior to Apri14, 1991. JMP/TC Attachments amd8635. tc amdpsp. tc CITY OF CLEARWATER Interdepartment Correspondence TO: Cyndie Goudeau, City Clerk FROM: James M. Polatty, Jr.; Director Planning & Developmental ~ \,~ SUBJECT: Certification of the Amended Certified Site Plan for the Target Store ~ Clearwater Collection/The Commons located on the west side of U.S. 19 and on the north side of Drew Street (PSP 86-35)~ ' COPIES: See List Below DATE: April 9, 1991 On April 4, 1991 the Development Review Committee approved the above described amended site plan subject to the following conditions: 1. As the City of Clearwater Master Thoroughfare Plan calls for 60 ft. (1/2 R-O-W) for Drew Street, 10 ft. of additional right-or-way for drainage and utilities easement as per the Public Works Director is required prior to the issuance of a building permit. 2. The dates and conditions for approval by the Planning and Zoning Board for conditional use approval and the Development Code Adjustment Board for variance approval shall be provided on the preliminary plat/site plan prior to certification. 3. The landscaped areas shall be landscaped in accordance with current requirements. This shall be clearly delineated on the site plan prior to certification. 4. If the Target Store plans to have outdoor retail sales for the garden center, a conditional use approval shall be obtained prior to the issuance of a building permit for that phase of construction (note: scheduled for Planning and Zoning Board review on January, 1991). 5. On October 13, 1992,the shopping center site shall be restricted to a total of two (2) free-standing signs on U.S. 19 and one on Drew street (each of the two major streets adjacent to the site). 6. Signs and fencing/walls are subject to separate review and permitting processes. 7. The requisite building permit for the addition shall be obtained within one year from certification of the amended final site plan and the requisite certificate of occupancy for the addition shall be obtained within three years from date of certification of the amended final site plan. 8. The final plat for the second replat shall be recorded within 1 year from certification of the preliminary plat. 9. The changes in the turning radii for the parking lot are subject to approval by the Fire Marshal and Utilities Department. 10. The relocation of the water main requires a Pinellas County Public Health permit prior the the issuance of a building permit. 11. The trash compactor area shall be screened as per Utilities Department requirements prior to the issuance of a certificate of occupancy. As conditions !l1,2,3,4,and 9 have been met, please certify the attached plans subject to conditions x/5,6,7,8,10, and 11 listed above and distribute. cc: James M. Polatty, Jr., Director of Planning & Development Cecil Henderson, Engineering Tom Miller, Environmental Ream Wilson, Parks & Recreation Director Don Meerians, Traffic Engineer Victor Chodora, Building Official Robert Brumback; Utilities Cyndie Goudeau, City Clerk Ray Wyland, Zoning Lou Hilton, Planner II (Memo Only) Developer/Project Sponsor (3) - William L. Whitley, PLS 2463 Enterprise Road JMP/THC Clearwater, FL 34623-1790 cert8635. tc ~+_ t +~!/ -~ ~~ ice' .. ~ _ ~ _ _ ~~~w THIRD AMENDMENT TO AN ~~ -°-~ OPERATIONAL AND RECIPROCAL EASEMENT AGREEMENT THI,$ ~.MENDMENT is made and entered into as of the a"~~ day of ~ "~' 1990, between LECHMERE REALTY LIMITED PARTNERSH a Massachusetts limited partnership ("LRLP"), DAYTON HUDSON CORPORATION, a Minnesota corporation ("Target") and CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida limited partnership ("Developer"). W I T N E S S E T H: WHEREAS, LRLP's predecessor in interest, Lechmere, Inc. ("Lechmere") and Developer have previously entered into a certain Operational and Reciprocal Easement Agreement, dated February 27, 1987, as later amended by a First Amendment, dated April 28, 1988, and a Second Amendment, dated January 11, 1989, between Lechmere, Target and Developer (jointly referred to as the "REA") for the construction and operation of a retail store and shopping center complex known as the Clearwater Collection Shopping Center (the "Shopping Center"); and WHEREAS, LRLP has succeeded to the interests of Lechmere, Inc. under the REA, pursuant to an Assignment and Assumption Agreement, dated October 31, 1989; WHEREAS, Section 2.4 of the REA provides that no party may grant an easement for the benefit of any property not withir. the Shopping Center; and WHEREAS, VISION CABLE OF PINELLAS, INC., a Florida corporation ("Vision") owns property adjacent to the Shopping Center and has requested that Target grant to it easements for ingress/egress and drainage, as described on Schedules 1 through 3 attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Recitals. The above recitals are true and correct and are incorporated herein by reference. 2. Amendment. Section 2.4 of the REA is hereby amended to add the following: "Notwithstanding the foregoing, the parties agree that the granting of the following easements in favor of Vision Cable of Pinellas, Inc., a Florida corporation ("Vision") shall be permitted: (i) an ingress/egress easement over and across the property described on Schedule 1 attached hereto and incorporated herein; (ii) a drainage easement over, across, under and through the properties described on Schedule 2 attached hereto and incorporated herein; `,_ (iii) a partial assignment of that certain access easement granted to Collection by Florida Power Corporation, such partial assignment to grant to Vision ingress and egress over and across the property described on Schedule 3 attached hereto and incorporated herein." 3. Effec Except as described in paragraph 2 above, all terms and provisions of the REA shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Third Amendment the day and year first above written. WITNESS: CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida limited partnership ~' ~ ~, ,. ~ t. ; By: SEMBLER EQUITIES, INC.; a Florida limited partnership By . ~ = Gregory S. Sembler Vice President (Corporate Seal) ,_ ~ ;~ ~_ ,~ - ( //I, GLr^ ~~C- ~~/ (ys i DAYTON HUDSON CORPORATION, a Minnesota co ra By: . Fontaine As • ~• lrco Presidonr Target Stores (Corporate Seal) LECHMERE REALTY LIMITED PARTNERSHIP, a Massachusetts limited partnership By: W/K LECHMERE REALTY LIMITED PARTNERSHIP, its General Partner By: WEINER LECHMERE REALTY CORPORATION A Ge ra Pa tner tephen R. Weiner Its President (Corporate Seal) (Signatures continue on following page) -2- ,' v ~ (Corporate Seal) STATE OF FLORIDA COUNTY OF PINELLAS ) -~ .~'he foregoing inS.trument was acknowledged before me this ~'~L=day of ~ ~:~<C-, 1990, by GREGORY S. SEMBLER, as Vice President of SEM~LE EQUITIES, INC., a Florida corporation, General Partner of CLEA'~2WATER COLLECTION ASSOCIATES, LTD., a Florida limited partnership, on behalf of said corporation and paw.-t-nership. ;~ L ~ ~ /~ ~,/ Notafy Publicj~ My commission eXpires: STATE OF ~~ h n ~~ ) COUNTY OF ~.~,vn.~lti ) CONSENTED TO: LECHMERE, INC., a Massachusetts corporation, as Less a of LRLP pursuant to lease d ed October 31, 19 ~ , ~~~~~ By: .~ L As ~~ Notary Pubic, State of Florda h~,y CuT,rsz:ca [x~'.rc; Od. ZE, 1990 Ban dc. 7..^.:c i , wn .r.,..•u:c Int. The foregoin instrument was acknowledged before me this ~_ d a y o f ~ 19 9 0 , by ~~~-!~ ~~ . t-an~t,c.-~a. , as S'i ~~ ceA'ts~~de~f • S{u~e~ of DAYTON HUDSON CORPORATION, a Minnesota corporation, on behalf of said corpo a 'on. ^ / ', ..'. JJJN/.MhMNJ~F/~MMI~A/N~NJ~ ^ J ~" ~~. L~,J~~A R. MILLER ,~=j~ NO7AP,f PUBLI:-MINNESOTA O ry Pu 11C - .~/6r HEr~NEP~N COUtdTY Nj COmm1 S S l On eX i res ~ com,, Expues oec rs, teet Y P COMMONWEALTH OF MASSACHUSETTS ) COUNTY OF MIDDLESEX The fore 'ng instrument was acknowledged before me this day of 1990, by STEPHEN R. WEINER, as President of WEINER LECHMERE REALTY CORPORATION, a Delaware corporation, -3- v General Partner of W/K LECHMERE REALTY LIMITED PARTNERSHIP, a Massachusetts limited partnership, on behalf of said corporation and partnership. Notary Public My commission expires: ~'a.(I~ COMMONWEALTH OF MASSACHUSETTS ) COUNTY OF MIDDLESEX ) The foreg in instrument was ack owledged b .ore.me this ,~ d ay o f 19 9 0 , by ~. (~.,Q ~'f~ L R. , of Lechmeret Inc a Massachusetts corporatio ,~ on behalf of said corporation. `~ ,- ~,~~~%~ Notary Public My commission expires: ~~J~~j~ -4- y~. CONSENTED TO: AEW PARTNERS L.P. [Seal] By: AEW/L.P., [Seal] Its General Partner By: AEW, Inc., It/s General Partner ,--a. ~ _ ` ~~-~:r B ~. - AS: ~ ` --~- (Corporate Seal) COMMONWEALTH OF MASSACHUSETTS ) COUNTY OF MIDDLESEX ) The foregoing in ~~ ~;~~ day of ~~~ ~~ ~aYtaer-s~rip ~ gene r a 1 limited partnership, strument was acknowledged before me this , 19 9 0 , by L ,; . ~ ~. s,~ • ~~ • L ~ ~ ~ ~ ,~_ -~ ~ a s •- ~ of AEW, INC. , a 1t_•: ~~.:y~~ •~ ~.~~ _ -~-a-,~.~t~.~ (. ;\; .~:~,~ :~ Fortner of AEW PARTNERS, L.P., a ~~~t.~~_~,~..~ on behalf of said corporation and partnership. Not Public ~ My commission expires:. ~1 ~G'/ -5- CONSENTED TO: J ~''~' e• 1 FIRST FLORIDA BANK, N.A. > 1. ~,. r ~. ~ ~, _ ,~ (Corporate Seal) STATE OF FLORIDA COUNTY OF ~+: 11~_4•~: _: ~ ti ) The foregoing instrument was ,day of .- 1L41~ 1990, _~ ~ ~c `• rt ~~ ~1 ~ .-~i Of FIRST }~~~~+-,~ + h ,.r_,^~. c~;s~r.~~•y• on behalf acknowledged before me this by i~o_ r ~ G. •r, V/ .~ C h ,, ~ ~ `~ a S FLORIDA BANK, N.A., a of said [, ~~,.,..~ . ~.+~~ ..- Notary Publ c My commission ezpires: NOTApY PUBL1~ STAlE Or FLOf;IDA. MY COMMI55~G.~ EXPIRES: AUG. 15. 1992. IONDED inFtl NG~ART PUBLIC UN DCRWRITE R9. -6- ~'r GIY1 ~~:' r r rr yr r ~vvr r•i rrir rr•rr.n i.r..irr~. .r.. ~ ~ - .--.. t 1 ~ ~ r 1 .•' ~~ ~ ~~~ t~ ' s. . I J ,r }. . , ozs~~ FOURTH AMENDMENT TO AN OPERATION AND RECIPROCAL EP.SEMENT AGREEMENT THIS AMENDMENT is made and entered into this day of 1.991, between HOME DEPOT U.S.A., INC., a Delaware corporation (hereinafter "HD"), DAYTON HUDSON CORPORATION, a Minnesota corporation (hereinafter "Target") and CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida limited. partnership (hereinafter "Developer"). Recitals 1. Developer and Lechmere, Inc., predecessor-in-interest to Lechmere Realty Limited Partnership (hereinafter "LRLP") previously entered into that certain Operation and Reciprocal Easement Agreement dated February 27, 1987, as amended by First Amendment dated April 28, 1988, Second Amendment dated January 11, 1989, by and among Lechmere, Inc., Developer and Target, and Third Amendment dated July 27, 1990 (hereinafter collectively tha "REA") for the construction and operation of the parties' respective tracts of land in conjunction with each other as integral parts of a retail shopping center complex known as Clearwater Collection Shopping Center (hereinafter the "Shopping Center"). 2. LRLP succeeded to the interest of. Lechmere, Inc. under the REA pursuant to an Assignment and Assumption Agreement dated October 31, 1989. 3. HD simultaneously herewith has purchased the Lechmere Tract, and has succeeded to the interests of LRLP under the REA pursuant to an Assignment and Assumption Agreement of even date. 4. HD simultaneously herewith has purchased a portion of the Developer Tract consisting of approximately cD~..47 acres- and has succeeded to the interests of Developer under the REA with respect to such portion of the Developer Tract, pursuant to an Assignment and Assumption Agreement of even date. 5. HD intends to construct upon the Lechmere Tract and upon such portion of the Developer Tract a Home Depot retail store. o. The parties hereto desire to amend the REA as provided herein. Agreement NOW, THEREFORE, in Consideration of the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ]. ._ The REA is hereby amended by substituting the word "HD" in lieu and in place of the word "Lechmere" wherever said word appears in the REA. The words "HD Tract" are hereby substituted in lieu and in place of the words "Lechmere Tract" wherever said words appear in the REA. Hereinafter HD shall be a party to the REA.[D] 2. The exhibits attached hereto and by this re.£erence made a part hereof shall substitute and replace those exhibits in the REA hereinafter specified. Ali references in the REA to Exhibit A or Exhibit A-1 shall refer to Exhibit A-2 attached hereto. All references to the REA to Exhibit B or Exhibit B-l shall refer to Exhibit B-2 attached hereto. All references to the REA to Exhibit C or Exhibit C-1 Shall refer to Exhibit C-2 Attached hereto. All references to the REA to Exhibit X or Exhibit X-1 shall refer to Exhibit X-2 att~iched hereto. All other exhibits in the REA shall remain unchanged and shall not be amended hereby. 3. Section 3.2{E){a) of the REA is hereby amended by deleting the words "five (5.0)" contained in the first line of said Section and substituting in lieu thereof the words (3.43)". 4. Section 3.2(E)(b) of the REA is hereby amended by deleting the words "four and 8/l0 (4.8)" contained in the first line of said Section and substituting in lieu thereof the words `. ~ I/ .. ~~ (4.86) 1~~` 5. Section 5.1(A) of the REA is hereby amended by adding the :~, ~"~ following after item (xx): ` "(xxi) Any adult bookstore or otherwise for the sale and displey cf pornographic materials (which shall nat~refer to so-called "so hlsticated titles" such ae Play ay, Penthouse or Oui sold in connection with other magazines of general and specialized ~nt~reat); game room containing more than three t3) electronic games; or of£-track betting parlor." 6. The REA is hereby amended by adding the following subsection (B.) to Section 5.1: "(B) No portion of the Developer Tract may be used for [D]a home improvement center or for the sale of [D}hardware items, <D>tools, paint, wallpaper, [D]ceiling fans, gardening supplies, nursery products, ap tl,o furniture and pool supplies and other related items customarily carried by a home improvement center except for the incidental sale of such items. Notwithstanding the foregoing, the sale or use of less than 2,000 square feet by any occupant(s)for the sale of paint, wallpaper, patio furniture, pool Supplies or ceiling fans in the aggregate shall not be deemed to constitute a violation hereof." 7. Section 5.2(A) of the REA is hereby amended by deleting the words "10:00 p.m." in line four of said Section and substituting in lieu thereof the words "11:00 p.m.". 8. Section 5.2(B) of the ~tEA is hereby amended by deleting the period at the end of the third sentence of such Section and adding the following: ", which cost shall be shared on a pro-rata square footage basis with any .other occupant which remains open during such additional hours." 9. The REA is hereby amended by adding the following subsection (C) to Section <D>5.2: "(C) Any facilities and fixtures to be used in the lighting of the roadways or parking areas of the Shopping Center shall be constructed in accordance with specifications mutually agreed upon by each Party hereto. The Shopping Center's lighting facilities and fixtures shall be designed and installed with separate meters to measure the electricity consumed on the respective Tracts. The meters and lighting control switches for the exterior parking and roadway lighting for each-Tract shall be located in an exterior, accessible location on each Tract and each Party hereto and any occupant occupying more than 30,000 square feet of Floor Area shall be provided with keys to such controls; provided, however, that the use of lighting on another party's tract shall be subiect to the provisions of subsection tB) of this Section 5.2 with regard to payment for extra-hours li9hYin4. The provisions of this^subsection (C) shall nat be a Tract once the beveloper Tract con a reg. e veve~oaer _2_ l0. Section 5 3 of the REA is hereby' amended by adding the followln4 subsection (D) ~D) Developor heretofore has erected on the Developer Tract a dual Ion si n in the area deal Hated an the Site Plan hereinafter the "Pylon" The parties hereto agree that• (i) Target shall bd c;~titie~l to affix its sign on the outboard panel of the north face of the P Ion and u nn the inboard ar~el of the south face of the .P lan• il) HD shat! be entitled to affix its si n on the outboard pane 1 ~f t'r,e south f ace o the Pv I on, and upon the inboard panel of the north face of the Pylon;~and (iii} no other tenants occupying space in the Shoaping Center shall be entitled to affix their signs to the Pvlo~. Each of HD and Taroet shall install its sign on the P~llon at each such party's sole cost and expense. Developer shall maintain and repair the Pylon and illuminate all signs thereon as cart of the Common Area pursuant to Section 4.2 hereof, the cost of which shelf be borne proportionateiv by each Party hereto. Each Party's proportionate share of such costs shall be calculated as a fractl.on the numerator of which is the sq~:are footapP of such Party's slap and the denominator of which is the square toot area of all signs on the P~~ ~. ._ 11. Section 6.1(B) of the REA is hereby amended by deleting the period after the. last sentence of said Section and adding the following; "at a rate <D>provlded In Sectlan 6.2 hereof. [D7 Any such claim for reimbursement, together with interest thereon as aforesaid, shall be secured by a lien on the Tract and improvements thereon owned by the Defaulting Party, which lien shall be effective upon the recording of a notice thereof in the Office of the C.erk or Registrar of the County in which the Shopping Center is located. The lien shall be subordinate to any first mortgage or deed of trust now or hereafter affecting the subject Tract recorded prior to the recording of such lien (a "First Mortgage") and to the interest of any party who has purchased the Tract by deed recorded prior to the recordina of such lien and leased~it back to the preceding Party, or its subsidiary or affiliate, on a net lease basis with the lessee assuming all obligations thereunder in what is commonly referred to as a "sale leaseback" transaction (a "SL Lease"); and any purchaser at any foreclosure or t~u~tee's sale (as well as any grantee by deed in lieu of foreclosure or trustee's sale) under any such First Mortgage or assignee of such SL Lease shall take title subject only to liens thereafter accruing pursuant to this Section 6.01." 12. Section 6.4 of the REA is hereby amended by adding the following; HD: Home Depot U.S.A., Inc. 2727 Paces Ferry Road Atlanta, Georgia 30339 Attn; Legal Department with a copy to: Altman, Kritzer & Levick, P.C. 6400 Powers Ferry Road, Suite 224 Atlanta, Georgia 30339 Attn: Mark J. L.~ick, Esq. 13. Section 8.3 of the 12EA is hereby amended by deleting the words "one hundred eighty (180)" in line six of said Section, and substituting in lieu thereof the words "two hundred seventy (270)". -3- VCI'.T APT i4. Section 9.3 of the REA is hereby amended by deleting the last sentence of said Section. 15. The REA is hereby amended by adding the following as Section 9.5: "9.5 Mortga a Subordination. Any mortgage or deed of trust affecting any portion of the Shopping Center shall at all times be subject and subordinate to the terms of this Agreement, except to the extent expressly otherwise provided herein, and any party foreclosing any such mortgage or deed of trust, or acquiring title by deed in lieu of foreclosure or trustee's sale shall acquire title subject to all of the terms and provisions of this Agreement. Each party hereto represents and warrants to the other parties that there is no presently existing mortgage or deed of trust lien on its Tract, other than mortgage or deed of trust liens that are [Djsubordinate to the lien of this Agreement." 16. Each of the parties hereto agrees that all notices to, or consents and approvals from such .parties as are required to be given or received pursuant to the REA with respect to (i) HD's ownership and operation of the HD Tract and all construction in connection. therewith as described in HD's plans and specifications prepared by Greenberg Farrow Architecture Incorporated C"HD's Architect") Jots No. and HD's Site Criteria S ec+fication8 re ared b HD's Architect dated Nov cmberL'1967, revision of May 25, 1990, as last amended by Addendum No 1 Bat®d November_26, 1990, and (ii) the naming of HD as a party to the REA have been given or received as the case may be. 17. Each of the parties hereto agrees that Oevetaper is hereby absolved and released from any liability or ob_liastton In connection with the REA r®latlnq to the portion of the HD Tract formerly owned by It arising from and after the date hereof . it3.~HD a re®s that Burin the initial construction of the HD Tract construction traffic access to the HO Tract shall be limited to the entrance on Oid Coachman Road and shall not travel over the bridge connectins the Shopping Center o U. Highway 1s. Subject to Sectian 6.12_of the REA HD a rasa that the HD Tract shall be substantially completed within one 1 year after HD's commencement of construction. <D>19.' Except as otherwise defined herein, all defined terms used herein shall have the same meaning as provided in the REA. <D>20. Except as expressly modified herein, the REA shall remain in full force and effect and shall not be modified. <D>21. This Amendment shall be governed by and construed in ` accordance with the laws of the State of Florida. <D>22. Time is of the essence of this Amendment. IN WITNESS WriEREOF, the parties hereto having signed and sealed this Amendment as of the date first above written. HD: Witness HOME DEPOT U.S.A., INC., a Delaware corporation Hy:_ Its: (~4RPOR.ATE b"EAL) Witness ~(SIGNATURFS CONTINUED ON NEXT PAGE) -4- witness Witness TARGET: DAYTON HUDSON CORPORATION, a Minnesota corporation By: Its: Attest: _ ItS: ` (CORPORATE SEAL) witness Witness By: Its; Attest: Its: (CORPORATE SEAL) CONSENTED T0: LECHMERE REALTY LIMITED PARTNERSHIP, a Massachusetts limited partnership Hy: W/K Lechmere Realty Limited Partnership, its General Partner By: Weiner Lechmere Realty Corporation, General Partner Witness Witness By;_ Its: Attest: Its: (CORPORATE SEAL) Witness Witness DEVELOPER: GLEARWATER COLLECTION ASSOCIATES, LTD., a Florida limited partnership By; Sembler Equities, Inc., a Florida corporation, its sole General Partner LECHMERE, INC., a Massachusetts coxporati.on, as Lessee of LRLP_ pursuant to lease dated October 31, 1989 By: Its:. -- - Attest: Its: (CORPORATE SEAL) (SIGNATURES CONTINUED ON NEXT PAGE) -5- • DCryT DTI st Florida Bank, erabv cone®ntS t he foreaoina Ame 1 Z-1Z-O1 1 4~~4rM InLTmnry RRiTLCR LCYIG~ l O1J ~4~ 4L`IZr~ O A. as mort a ee of the Develo er Tract :he execution and the terms and oonditlons of tent by the parties hereto. . 1ST FLORIDA BANK N.A. 8 ' Title: (BANK SEAL) -~- OCItlT ryT STATE OF GEORGIA: COUNTY OF The foregoing instrument was acknowledged before me this day of 1991, by _ as of Home Depot U.S.A., Inc., a Delaware corporation, on behalf of said corporation. Notary Public My Commission expires: (NOTARY SEAL) STATE OF MINNESOTA: COUNTX OF The foregoing instrument was acknowledged before me this day of , 1991, by and as and respectively of Dayton Hudson Corporation, a Minnesota corporation, on behalf of said corporation. NOTARY PUBLIC (NOTARY SEAL) My Commission Expires: STATE OF FLORIDA; COUNTY OF The foregoing instrument was acknowledged before me this day of 1991, by and as and respectively of Sembler Equities, Inc., a Florida corporation, the sole General Partner of Clearwater Collection Associates, Ltd., a Florida limited partnership, on behalf of said corporation and partnership. NOTARY PUBLIC (NOTARY SEAL) My Commission Expires: -7- J~IYj ^.j t L IL VI ~ +•v~~m .nr~mnn n~.~~rr~. ~~. ~.. ~ ..~. ..,v ~.~~..~- STATE OF MASSACHUSETTS: COUNTY OF The foregoing instrument was acknowledged before me this may of 1991, by and as and respectively of Weiner Leohmere Realty Corporation, a Delaware corporation, General Partner of w/K Leohmere Realty Limited Partnership, a Massachusetts limited partnership, which is in turn General Partner of Leohmere Realty Limited~I~artnership, a Massachusetts limited partnership, on behalf of said corporation and partnerships. (NOTARY SEAL) STATE OF MASSACHUSETTS: COUNTY OF NOTARY PUBLIC My Commission Expires: The £oregoing instrument was acknowledged before me this day of 1991, by and as and respectively of Leohmere, Inc., a Massachusetts corporation, on behalf of said corporation. (NOTARY SEAL) STATE OF FI.OR t DA COUNTY OF (NOTARY SEAL) NOTARY PUBLIC My Commission Expires: NOTARY PUBLIG MY Commission Expires: -8- t ,. •r . FIFTH AMENDMENT TO OPERATION AND RECIPROCAL EASEMENT AGREEMENT THIS AMENDMENT is made and entered into this day of , 1997, between HOME DEPOT U.S.A., INC., a Delaware corporation (hereinafter "HD"), DAYTON HUDSON CORPORATION, a Minnesota corporation (hereinafter "Target") and CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida limited partnership (hereinafter "Developer"). RECITALS: 1. Developer and Lechmere, Inc., predecessor-in-interest to Lechmere Realty Limited Partnership (hereinafter "LRLP") previously entered into that certain Operation and Reciprocal Easement Agreement dated February 27, 1987, as amended by First Amendment dated April 28, 1988, Second Amendment dated January 11, 1989, by and among Lechmere, Inc., Developer and Target, Third Amendment dated July 27, 1990, and Fourth Amendment between HD, Target and Developer dated March 7, 1991 (hereinafter collectively the "REA") for the construction and operation of the parties' respective tracts of land in conjunction with each other as integral parts of a retail shopping center complex known as Clearwater Collection Shopping Center (hereinafter "Shopping Center"). 2. LRLP succeeded to the interest of Lechmere, Inc. under the REA pursuant to an Assignment and Assumption Agreement dated October 31, 1989. 3. HD purchased the Lechmere Tract and a portion of the Developer Tract (now, collectively, the "HI) Tract"), and has succeeded to the interest of LRLP under the REA pursuant to an Assignment and Assumption Agreement. 4. HD has constructed upon the HD Tract a Home Depot retail store. 5. HD has been granted a conditional use permit by the city of Clearwater, Florida to allow for certain outdoor storage display areas, outdoor storage areas and removal of certain parking spaces on the HD Tract and HD desires to amend the REA to obtain the consent of the other parties to the REA to the matters contained in such conditional use permit. AGREEMENT NOW, THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Each of the parties hereto agrees that, notwithstanding anything contained in the REA to the contrary, HD shall be permitted to use the "storage display area" in the areas jap01\jef}lclearwtr\flflhame i <~ indicated on Exhibit "A" attached hereto and made a part hereof for purposes of product display and seasonal sales. 2. Each of the parties hereto agrees that, notwithstanding anything contained in the REA to the contrary, HD shall be permitted to use the "outdoor storage and display areas" in the areas indicated on Exhibit "A" for purposes of storage of inventory and other materials. 3. Each of the parties hereto agrees that, notwithstanding anything contained in the REA to the contrary, HD may, in order to provide for such outdoor storage areas, eliminate a total of forty-five (45) parking spaces from the areas indicated on Exhibit "A". 4. Except as otherwise defined herein, all defined terms used herein shall have the same meaning as provided in the REA. Except as expressly modified herein, the REA shall remain in full force and effect and shall not be modified. This Amendment maybe executed in several counterparts, each constituting a duplicate original, but all such counterparts constituting one and the same agreement. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida. Time is of the essence of this Amendment. (SIGNATURES BEGIN ON NEXT PAGE) jap01\je8\cleanvtr\fifthame 2 IN WITNESS WHEREOF, the parties hereto have signed and sealed this Amendment as of the date first above written. TARGET: DAYTON HUDSON CORPORATION, a Minnesota corporation Witness Witness (CORPORATE SEAL) STATE OF MINNESOTA: COUNTY OF The foregoing instrument was acknowledged before me this day of 1997, by and as and respectively of DAYTON HUDSON CORPORATION, a Minnesota corporation, on behalf of said corporation. NOTARY PUBLIC My Commission Expires: (NOTARY SEAL) By: Its: Attest: Its: jap01\je&\cleanvtr\fifthazne IN WITNESS WHEREOF, the parties hereto have signed and sealed this Amendment as of the date first above written. DEVELOPER: CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida limited partnership E~~~~o~;~~~.~ By: Sembler £~i~ies,~c., a Florida corporation, its sole General Partner j~,f,, /~ //~ Witness "~ ~___ Its: `' ~ ~~ Attest: Witness Its: ~ ~i-l~ J~ ~. .y - (CORPORATE SEAL) STATE OF FLORIDA: COUNTY OF hell Ct-S The foregoing instrument was acknowledged before me this /~~~ day of ~-~'J~~ ~.,,~~ 1997, by ~~' -e _ _ as ~2h+ o r ~ CP /'e s`dleu~' aid...- respectively of SEMBLER ~ ~~ INC., a Florida corporation, the sole General Partner of Clearwater Collection Assocla es,~ds, a Florida limited partnership, on behalf of said corporation and partnership. ~-- NOT PUBLIC My Commission Expires: ~- ~ 9' ~ 00 / (NOTARY SEAL) OFFICIAL NOTARY SEAL TERESA A SMITH NOTARY PUBLIC STATE OF FLORIDA COMMISSION NO. CC61266B ~~1Y CO M195lON F jap01\jefflclearwtr\fifthazne cl IN WITNESS WHEREOF, the parties hereto have signed and sealed this Amendment as of the date first above written. HD: HOME DEPOT U.S.A., INC., a Delaware corporation By: Its: Witness Witness STATE OF GEORGIA COUNTY OF COBB (CORPORATE SEAL) The foregoing instrument was acknowledged before me this day of 1997, by , of HOME DEPOT U.S.A., INC., a Delaware corporation, on behalf of said corporation. (NOTARY SEAL) NOTARY PUBLIC My Commission Expires: jap01\je$\cleanvtr\fiftheme EXEIIBIT "A" Site Plan Jap01\je$\clearwtr\fifthame ~ ~ 4 I , n D m u g m Z r D n -~ D Z ~. 'O A 0 m C 0 D n T ~ ~ ~ m .` .~ ~~ Y o ~~ i ~~ ~ ' w / /~ _ __ `~. ~~ ~\` - -.~ ~ ' ~ ~ M ,-- ,+- -- - w _ . - 4 QR D ~ ~ i ~ I ~~ ~,~ Om I I 7 ~ N ~ I~ mX ' ~ I~ \ ~ I ~ / ~p z~ ~ L m z ~ ~D I ~ m ~~ i ~ I `~ ~~ .L. _ R. ` ~~ I~~ .pQ ~~ I - --~ I '. k ~~ ~~ I I ~ ~ ~~ i~ M _J I -- i I ~J s s FF~ ray F i 1 I~ N M~ ~ I ~ i A I I it I I ~1^'~ ~L I M I I I ~ RR~ ~ n x 7 o ~ O = O n /D~ Q F: f.. m ~ > ~ O m T - - -- a l ~ ~ --- --- ~ ~- ~F} ___ ~ ~ O ~ v. ~ O ~ ~ --- ~ - ~ > --- , ~ ~ ~ ~ _._ U ___ nn ~ j ~ ~ _ iG J ~ l ~ ~ RY A A !~ U A Q .... m A ~~ ~~ ~~~ --~ m I ~ i i ~ ~ ~ ~~ r ~. ~~•. ~} 89015536 ~ ~; ;. ' ` '~. OR~~92 I ~ ~~1~1 29 Ol RECU>; INC} REC !~' DS ____ I *:7' FEES NITF P/C ~_ FEV TOTAL~~ Y - (f~) -u~ CL);/~RWATER COLLECTIONS SIiOPPING CENTER SECOND AIv1ENDMENT TO A OPERATION AND RECIPROCAL EASEMENT AGREEMENT BETWEEN LECI~PIERE, INC. AND CLEARWATER COLLECTION ASSOCIATES, LTD. PINELLAS COUNTY CLEARWATER, FLORIDA J Johnson, Blakcl~•, }'ope, Y.okor^ Iinppcl, I'.:1. ~T~N T~. G Poet Uf,ice Bos 1.:63 ' ~b 911 Chestnut Street Clearwater, Phrida 33317 `' 24062497 SPE O1 X8-89 17:8 O1 - REC•~RDING 1 bll' TOTNL: X11' CHECY, A17T.TENDERED: X11' CIiHNGE : ~~ ~~ r, ~ :,~~ ..~,7.' ~y rn~~.~ N r ~1IT; ~ .n [7 ~ ~ ~~C _. c. r^ ~ ,~°= co .. f ' ~ _.~ •~ ,~~~ LIST OF EXHIBITS Ofi~921P~J130 EXHIBIT A-1 Legal Description of Lechmere Tract EXHIBIT B-1 Legal Description of Developer Tract EXHIBIT C-1 Site Design Criteria EXHIBIT D-1 Legal Description of Target Tract EXHIBIT X-1 Site Plan c ,. •.. , 1850.3/122088 OR:;921P~013-i SECOND AMENDMENT TO A OPERATION AND RECIPROCAL EASEMENT AGREEMENT This Agreement ("Second Amendment") is made and entered into as of the //~ day of 198, between LECHMERE, INC., a Massachusetts c rporation ("Lechmere"), DAYTON HUDSON CORPORATION, a Minnesota corporation ("Target"), and CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida Limited Partnership ("Developer"). WHEREAS, Lechmere and Developer have previously entered into a certain Operation and Reciprocal Easement Agreement dated February 27, 1987, as later amended by a First Amendment thereto dated April 28, 1988 (jointly referred to as the "REA"), for the construction and operation of a retail store and shopping center complex known as the Clearwater Collections Shopping Center; and 4;HEREAS, Developer and Lechmere have constructed and opened for business buildings on their respective Tracts; and WHEREAS, Target simultaneously herewith intends to purchase from Developer a part of Developer's Tract consisting of approxi- mately 11 acres described in Exhibit D-1 attached hereto (the "Target Tract") for the purposes of constructing a Target retail store thereon; and ~. WHEREAS, Developer intends to construct on the Developer's Tract additional retail buildings and other facilities and to complete the construction of the Common Areas of the Shopping Center; and WHEREAS; Target desires to become a Party to the REA and the other Parties are agreeable thereto; ~~ OP- '~~ 9 2 1 PG ~~ 13 2 NOVA, TIIEItEFORE, in consideration of the premises and the covenants and conditions herein contained, each of the Parties hereby covenants and agrees as follows: 1. Target, and its successors and assigns, after notice as provided in Section 1.7, shall be a Party to the REA, and its Tract shall be considered a part of the defined term "Shopping Center". 2. Section 1.4 shall be amended by adding the words "unenclosed garden store" after the word "space," in the sixth line. 3. The exhibits attached hereto shall substitute and replace those exhibits in the REA. All references in the REA to Exhibit A shall refer to Exhibit A-1. All references in the REA to Exhibit B shall refer to Exhibit B-1. All references in the REA to Exhibit C shall refer to Exhibit C-1. All references in the REA to Exhibit X shall refer to Exhibit X-1. 4. Secticn 3.3(B) shall be amended by adding the word ", Target" following the word "Developer" in the 2nd, 4th, and 8th lines on page 16 and the 8th and 16th lines on page 17. On page 17 in line 10 the word ", Target" shall follow the word •'Lechmere" . 5. Section 3.3(C} shall be amended by adding the words "and between the Target Tract and the Developer Tract," following the word "Tract," in the 3rd line. 6. Section 3.3(E) shall be amended by adding ", or between the Target Tract and ,the Developer Tract," following the word "Tract" in the 3rd line. 2 r ~' -'~ OP- ~:~ 9 21 PG 01.3 3 7. Section 3.3(G) shall be amended by adding "(iii) Target Tract 31'". 8. A new section shall be added as follows: "3 5 Target Construction Requirements. (A) Developer at its sole expense agrees to prepare the pad upon which the Target store shall be constructed. Said pad shall be prepared in a good and workmanlike fashion and. in accordance with good engineering standards. Provided Target shall notify Developer ninety (90) days prior to Target's anticipated construction start (the "Target Commencement"), Developer shall .cause said paid to be pre- pared at least thirty (30) days prior to the Target Commencement and shall maintain the same in good condition and repair until the earlier of (a) the Target Commencement or, (b) sixty days after the Target notification. 9. 4.1(B) shall be amended by adding the words "or Target Tract" following the word "Tract" on the 2nd line of page 19 and the words "or Target as the case may be" following the word "Lechmere" in the 3rd line on page 19. In addition tt~e words "and Target Tract" shall be added following the word "Tract" in the 3rd line of page 20 and the words "and Target" shall be added after the word "Lechmere" in the 5th line on page 20. Finally, the words "or Target's" shall be added after the word "Lechmere" in the 6th line on page 20. 10. 4.2(E) shall be amended by adding the words "and Target" • following the word "Lechmere" wherever it appears. , 11. 4.2(E) shall be amended by adding the words ", and Target shall pay Developer Target's Proportionate Share of Common Area Maintenance Costs," after the word "Costs" in the 2nd line. 12. 4.2(F) 1 shall be amended by adding a new second sen- tence "From and after the date that Target shall have opened a 3 r~ OR 92 I P~0 134 store on the Target Tract, Target shall pay to Developer on the first day of each calendar month one-twelfth (1/12) of the Budgeted Amount of Target's Proportionate Share of Common Area Maintenance Costs." Also, following the word "Lechmere" in the 6th line, the words "and Target" shall be added. 13. 4.2(F) 2 shall be amended by adding the words "and Target" following the word "Lechmere" in the second line. Also, the words ", or Target's Proportionate Share as the case may be," following the word "Share" in the 7th line. Also, the words "ter Target as the case may be," following the word "Lechmere" in the 8th line. The following shall be added to the end of the paragraph: "Subject to E above, if Target's Proportionate Share of Common Area Maintenance Costs exceed Target's payments so made, Target shall pay to Developer the deficiency within thirty (30) days after receipt of such statement. If such payments exceed Target's Proportionate Share of Common Area Maintenance Costs, Developer shall credit the excess against payments next thereafter due under subparagraph 1 above or, at Target's request, refund the amount to Target." .._ 14. 4.2(F) 3 shall be amended by striking all of that sec- ' tion after the first sentence and substituting the following: "Each Party and its authorized agents (including accountants and attorneys) shall have the right at any reasonable time and upon reasonable notice to inspect and audit the books and other documents mentioned above evidencing such costs and/or payments. Should it be determined by any such audit that any statement previously submitted by Developer to any Party was inaccurate, the Parties shall make an adjustment to reflect the actual Proportionate Share of Common Area Maintenance Costs. If an audit discloses that Developer has overstated any Party's Proportionate Share of Common Area Maintenance 4 r ~ i .'. . OFi~921PuJ135 Costs by more than three percent (3$), for any period, then Developer shall pay to the Party performing the audit upon demand, the reasonable costs of that audit." 15. The following shall be added to 4.2(F): "Target's Proportionate Share shall be determined by multiplying the Common Area Maintenance Costs by a fraction, the numerator of which is the floor Area on the Target Tract and the denominator of which is the Floor Area on the Shopping Center." 16. 4.2(G) shall be amended as follows: the word "Lechmere" shall be deleted in the first line and the words "any Party" substituted therefore and "Lechmere" shall be deleted in the 4th line and "that Party" substituted therefore. 17. In 4.2(G)(i) the words "the Lechmere" shall be deleted in the first line and the words "its" substituted therefore and "Lechmere" shall be deleted in the 2nd line and the words "that Party" substituted therefore. 18. 4.2(G)(ii) shall~be deleted and the following substi- tuted therefore: -- "(ii) Take over the maintenance of the utilities and the Common Area of the Shopping Center in which instance the dissatisfied Party shall be substituted as Developer with regard~to the rights, duties and obligations imposed by Sections 4.1 and 4.2 of this REA and the Developer shall be deemed a Party with the same rights as any other Party with regard to the future performance by the dissatisfied Party." 19. The last paragraph of 4.2(G) shall be amended by deleting the word "Lechmere" at the end of the first sentence and substituting the words "the dissatisfied Party." The last sen- tence shall be changed to read: "Provided, however, if three notices are given to any one Party within any twelve (12) month 5 r OR'921P~i~136 period describing the need to cure or correct the same or similar condition then no further notice with regard to such condition need be given." 20. 5.1(A) shall be amended by adding the words ", 10,000 square feet of Floor Area on the Target Tract," following the word "Tract" in the fifth line. The following shall be added: "(rviii) Any theatre; (xix) Any health spa; and (xx) Any restaurant except as specifically designated on the Site Plan in Building 300, (provided, however, the foregoing shall not prohibit the opera- tion of a food service establishment such as a donut shop, a yogurt shop, deli, or ice cream parlour selling food primarily for offsite consumption and not exceeding 1200 square feet of floor area located on the Outparcel." 21. 5.1(B) shall be deleted. 22. In 5.1(C) the words "or the name 'Target'," shall be added after the word "Lechmere". 23. In 5.1(D) and (E) the words ", Target" shall be added after each time the word "Developer" appears. --- --- , 24. 5.2 shall be deleted .and the following substituted: "5.2 Li4hting. (A) After completion of the Common Area lighting system, Target and Developer hereby covenant and agree to keep the Common Area fully illuminated each day from dusk to 10:00 p.m., Monday through Saturday and until 7:00 p.m. Sunday or such other time as the Parties shall agree is con- 6 C OR~92 I P~0 137 sistent with local retail practice. All Parties agree to keep their respective exterior building security lights on from dusk until dawn. (B) It is recognized that a Party may wish to have the Common Area lights continue to burn beyond the required period. Accordingly, any Party shall have the right, at any time to require the other Parties to keep the Common Area lights on until a later hour; provided that the requesting Party notifies the other Parties of such request not less than five (5) days in advance. The requesting Party shall state the period~during.which it wishes the lights to be kept on to a later hour and shall pay to the other Parties the cost to those Parties of electrical power to provide such extra-hours illumination. The Parties shall attempt to agree to the cost of such electrical power and if they cannot do so, then the amount the requesting Party is obligated to pay shall be detErmined from the power costs as estimated by the electrical utility company furnishing such power, or if the utility fails to do so, by a reputable engineer." 25. The second sentence of 5.3(A) shall be deleted and the following substituted therefore: "Except for the Outparcel, each sign shall be of a type and design as shown on the Site Plan and shall be located in those areas approved by Lechmere and Target." In addition, the words ", Target" shall be added after the word "Developer" in the last line on page 31 and the next to the last sentence of 5 -3(A)-shall end with :the word "signs." in the first line of page 32. 26. Following the last paragraph of 5.3(A) add: "Target shall have the right during its initial construction period, if any, to have a temporary sign identifying the proposed Target Store." 7 r OR :~92 I PLO 138 27. Section 6.4 shall have added the following: "Target: Dayton Hudson Corporation Target Stores - Real Estate Attn: Property Administration 33 South Sixth Street Minneapolis, Minnesota 55402" 28. Section 6.5 shall be.amended by deleting all of the paragraph after the 6th sentence and substituting the following: "The 'right to approve' herein reserved by Lechmere, Target and Developer, respectively, shall be assignable by each, but only by .Developer in total to a party who owns a Tract within the Developer Tract, and only by Lechmere in total to a Party who owns a Tract within the Lechmere Tract; and only by Target in total to a Party who owns a Tract within the Target Tract; each successor assignee may also assign such "right to approve" on the same condition. If the holder of the "right to approve" transfers its entire ownership interest prior to assigning such "right to approve", then the transferee Party shall immediately become vested with such "right to approve". 29. Section 8.1 shall be deleted and the following substituted: 8.1 Operating Covenants of Target and Lechmere. It is specifica3l~ agreed thatxneither Lechmere nor Target has expressly or impliedly given to each other, or to Developer, any covenant to operate a store or any other faci- lity on their respective Tracts. Should such a store be operated, nothing contained herein shall be deemed to control the nature of that operation, the hours of business, the number and types of departments to be operated in such store, the particular contents, wares and merchandise to be offered a C OR 792 I P~0 139 • for sale and the services to be rendered, the methods and extent of merchandising and storage thereof, and the manner of operating such store in every respect whatsoever shall be within the sole and absolute discretion of the party so operating. Either Target or Lechmere or both may operate a department or departments in its store in whole or iri part by licensees, tenants and/or concessionaires. 30. Section 8.3 shall be amended as follows: "8.3 Repurchase Option as to the Lechmere Tract. Provided that Developer is not then in default pursuant to this REA, Lechmere grants to .Developer the right and option to repµrchase the Lechmere Tract at its fair market value as determined by appraisal (the "Option") should Lechmere elect not to operate in a minumum of 60,000 square feet of Floor Area for a period of one hundred eighty (180) consecutive days for reasons other than those set forth in 6.12 hereof. If Developer wishes to exercise the Option, Developer shall give notice of such intent to Lechmere within thirty (30) days after said 270 days. Should Lechmere fail thereafter to open for business to the public within ninety (90) days thereafter, the Developer shall designate a MAI appraiser having at least five (5) years experience in appraising real property in Pinellas County, Florida. Lechmere shall--then-appoint an appraiser with such minimum credentials within fifteen (15) days days after receipt of • notice from Developer of its appointment. The two (2) _ appraisers shall'~immediately appoint a third appraiser with such minimum credentials and such appraisers shall all promptly appraise the then fair market value of the Lechmere Tract. In the event Lechmere fails to appoint an appraiser, Developer's appraiser shall be solely responsible for deter- 9 !_ OR X92 I ?~0 140 • mining the fair market value of the Lechmere Tract. In the event that the three (3) appraisers are not able to agree upon a fair market value, then the fair market value shall be deemed to be the average of the two (2) closest appraisals. Developer must exercise the~Option by giving written notice to Lechmere within thirty (30) days after Developer's receipt of notice of the appraised fair market value. If Developer fails to give such notice within the thirty (30) day period, then Developer shall be deemed to have waived the Option. In the event the Developer exercises the Option, Developer shall pay the fees and expenses of its appraiser. Lechmere shall do likewise with respect to its appraiser and the fees of the third appraiser shall be divided equally between the parties. In the event that Developer waives the Option, Developer shall pay the fees and expenses of all the apprisers. The closing shall take place at the Pinellas County Registry of Deeds on the date set forth in Developer's notice within sixty (60) days of the date on which Developer exercises the Option. The Purchase Price for the Lechmere Tract shall be paid in full at closing by Federal Funds check or wire transfer. Lechmere shall convey title at closing by quit claim deed subject to the same eaements and restrictions as contained thereon in its original purchase from Develoer and such other easements and restrictions as are anticipated or permitted pursuant to the REA or as Developer shall have approved in writing. 31. Anew Section 8.4 shall be added as follows: 8.4 Repurchase Option as to the Target Tract. Provided th'aL- Developer is not then in default pursuant to this REA, Target grants to Developer the right and option to repurchase the Target Tract at its fair mar~:et value as determined by appraisal (the "Option") upon~the happening of any of the following events: 10 OP~92 I P~Q 14 i • (A) Target fails to commence construction of the Target Store on or before July 1, 1990. (B) Target fails to open the Target Store on or before February 24,.1991. (C) Target elects not to operate in a minimum of 60,000 square feet of Floor Area for a period of two hundred seventh (270) consecutive days for reasons other than those set forth in 6.12 hereof at any time after the opening of its store. If Developer wishes to exercise the Option, Developer shall give notice of such intent to Target within thirty (30) days of the happening of any of ,the events set forth in sub- paragraphs (B) or (C). The Developer shall designate a MAI~ appraiser having at least five (5) years experience in appraising real property in Pinellas County, Florida. Target shall then appoint an appraiser with such minimum credentials within fifteen (15) days after receipt of notice from Developer of its appointment. The two (2) appraisers shall immediately appoint a third appraiser with such minimum cre- dentials and such appraisers shall all promptly appraise the then fair market value of the Target Tract. In the event Target fails to appoint an appraiser, Developer's appraiser shall be solely responsible for determining the fair market value of the Target Tract. In the event that the three (3) appraisers are not able to agree upon a fair market value, then the fair market value shall be deemed to be the average of the two -(2)-c losest_appraisals. ,Developer must exercise the Optior. by giving written notice to Target within thirty • (30) days after Developer's receipt of notice of the . appraised fair market value. If Developer fails to give such notice within the thirty (30) day period, then Developer shall be deemed to have waived the Option. In the event the Developer exercises the Option, Developer shall pay the fees and expenses of its appraiser. Target shall do likewise with respect to its appraiser and the fees of the third appraiser shall be divided equally between the parties. In the event 11 r OR '-"~921P~0142 that Developer waives the Option, Developer shall pay the fees and expenses of all the appraisers. Notwithstanding the foregoing, should Developer exercise its option to repurchase by reason of the event described in 8.3(A), then the Developer shall have the right to repurchase the Tract for an amount equal to the purchase price paid by Target plus an increased value increment calculated as the base rate from time to time publicly announced by Citibank, N.A., New York or its successor. The closing shall take place at the Pinellas County Registry of Deeds on the date set forth in Developer's notice within sixty (60) days of the date on which Developer exercises the Option. The Purchase Price for the Target Tract shall be paid in full at closing by Federal Funds check or wire transfer. Target shall convey title at closing by quit claim deed subject to the same easements and restrictions as contained thereon in its original purchase from Developer and such other easements and restrictions as are anticipated or permitted pursuant to the REA or as Developer. shall have approved in writing. 32. A new Section 9.4 shall be added: "9.4 Target's Limitation on Liability. Developer and any other Party, specifically agree to look solely to Target's interest in the Shopping Center for collection of any judgment from Target by reason of any default of Target under this REA, it being specifically agreed that otherwise neither Target nor anyone claiming under Target (including (i) any trustee--of Tar-get, (ii) any partner or any officer of any partner, comprising Target, and (iii) the holder of any beneficial interest in the trust comprising Target) shall ever be personally liable for any such judgment." 12 OP~".921PG~143 SIGNATURE PAGE OF SECOND AMENDMENT TO A OPERATION AND RECIPROCAL EASEMENT AGREEMENT BETWEEN LECHMERE, INC. AND TARGET AND CLEARWATER COLLECTION ASSOCIATES, LTD. IN WITNESS WHEREOF, the Parties have caused this Second Amendment to a REA to be executed effective as of the day and year first above written. CLEARWATER COLLECTION ASSOCIATES, LTD. ("Developer") By Sembler Equities, Inc., a %.~ Florida Corporation ,. ~~, ~' ,~ 1 ~ ~ (1~.- ATTEST: ~~~ gy ~ • STATE O ~'~~~ ) ss COUNTY OF~~nG~~ ) da of ~~~ 19°6 , before me a On this Y Notary Public within and for said County, personally appeared ~ ~ s, ~~,~~~z.- to me personally known, who, 13 O~i~~92 1 P~0 144 `ce ~~~ ~~~ ~/ ~ being by me duly sworn, did say that he is the f ~ ~ ~~ the corporation named in the o foregoing inst ment, and that the seal affixed to said instru- ment is the corporate seal of said corporation, and that instru- ment was signed and sealed on behalf of said corporation and of Clearwater Collection Asso ciates, Ltd. by authority of its Board acknowledged said of Directors instrument to be the free act and deed of said corporation ,.and ,•;.. said partnership. '~ I ~-~~~ -~~ , Notary Public ~ . , ..:-: . +.. NOTARY PUBLIC S1ATE OF FLORIDA `~ ~ r My commission expires ; MY ~nertcCTO4 FXP SEPT 9.1989 ~ GOADED iNRU GENEP,AL INS. UNO. ;a ~~~ ~ r~ "~ -. ~~~,~ .ei , ~~ ~ ~ ' ~ ~ ' 7 i ~7 ~ ~: 14 r ~~ OP~921?G0145 SIGNATURE PAGE OF SECOND p,MENDMEMT TO A OPERATION AND RECIPROCAL EASEMENT AGREEMENT BETWEEN LECHMERE, INC. AN D TARGET AND CLEARWATER COLLECTION ASSOCIATES, LTD. IN WITNESS WHEREOF, the Parties have caused this Second Amendment to a REA to be executed effective as of the day and year first above written. LECHMERE, INC. ("Lechm~" ) Name f ~r ~n~ ~ ~ ~Q Title ATTEST: By Name ~ ~ t~l..l t~tlA ~SF Title -- -- , STATE OF Jy}r 17Y}P~~~,) - ) ss COUNTY OF ~eh herb ~ h °? On this ~O ~ day of -J 19~, before me a Notary Public within and for said ounty, personally appeared ~j~~/~,~ ~ /~q~~ , to me personally known, who, being by me duly sworn, did say that he is the _~~ P f~~S of ~e N']~~'e ~~ the corporation named in the 15 r= OP-~~921p~0146 foregoing instrument, and that the seal affixed to said instru- ment is the corporate seal of said corporation, and that instru- ment was signed and sealed in behalf of said corporation by ~ L~ authority of its hoard of Directors and i' acknowledged said instrument to•be the free act and deed of said corporation. /r~.,, BETTY L. PAGH /~l I ~~!~t~1 i~~ NOTARY PUBUC - MINNESQTA ~~!'J HENNEPIN COUNTY Notary Public ~,~ comrt,. moo. Av-. ~e, tss~ My commission expires 16 ~" OR~921P~014.7 SIGNATURE PAGE OF SECOND AMENDMENT TO A OPERATION AND RECIPROCAL EASEMENT AGREEMENT BETWEEN LECEIMERE, INC. AN D TARGET AND CLEARWATER COLLECTION ASSOCIATES, LTD. IN WITNESS WHEREOF, the Parties have caused this Second Amendment to a REA to be executed effective as of the day and year first above written. DAYTON HUDSON CORPORATION d/b/a TARGET By ' Name ~ D• Fontoin~ Title Tor~e- Sores ATTEST: r ny t, Name lNif/inm P FFiw+ • ~ - Title Ass;sfanf Sccrofory ~' STATE OF/n~~~~ ~~' ) - ) ss COUNTY OF °~~ ) On this irrtt day of .Ti9,Uc~s~-y 19 89, before me a Notary Public within and for said County, personally appeared /~~ ~ ~ /-OV~3yn!/ _, to me personally known, who, 17 r OR~92 I P~0 148 being by me duly sworn, did sa that he is the S~P~ VicE A~esa~Oc~l- ~g,~~-STpe,~, ,¢,o,v~sio.c~ ~e corporation named in the of ~~urGx ~ ~~S~s~ ~' foregoing instrument, and that the seal affixed to said instru- ment is the corporate seal of said corporation, and that instru- ment was signed and sealed on behalf of said corporation by authority of its Board of Directors and ~-~e-r~ ~D. ~~>~/F' acknowledged said instrument to be the free act and deed of said corporation and said partnership. i ~ S ~~ ~ ~,w ~~ ,~, . V/ • My commission expires Notary Public 18 !~ ~~ OR~921P~0149 • • ' LECII~ 1TrRE, INC . LEGAL DESCRIPTION LOT 1 - Lot 1, THE CLEARS~ATER COLLECTION, according to the plat thereof, as recorded in Plat Book 99, Pages 91, 92 and 93, Public Records of Pinellas County, Florida. ' PARCEL I The non-exclusive easements for ingress and egress, the passage and parking of vehicles, the passage and accomodation of pedestrians, separate and common utility lines, construction, reconstruction, development, erection ,. removal and maintenance of building components and other matters over, on and under the land described in and all . as more particularly created, defined, located and limited in the :Operation and Reciprocal.Easement Agreement recorded March 5, 1987, in O.R. Book .6440, Page, 2013 ,. Public Records of Pinellas County, • Florida, over a portion of the following described property: Lots 2 and 3, THE CLF.AI3~I:It COLLECTION, according to the Plat thereof as . recozded in Plat Book 99, Pages 91, 92 and 93, Public Records of Pinellas County, Florida. ~ ~ ~• PARCEL II ,. .. .. . A non-exclusive easement as~described in that certain Drainage Easement Agreement from the City of Clearwater, as recorded on November 10, 1987, in O.R. Book 6618, commencing at Page 2190, Public Records of Pinellas County, Florida for the purposes of _. drainage and discharge of stormwater runoff, and the mitigation of the wetlands requirements. , EXHIBIT "A-1" C OR ;92 I ?~~ 150 CLEARWATER COLLECTION ASSOCIATES, LTD. LEGAL DESCRIPTION LOTS 2 and 3 Lots 2 and 3, THE CLEARWATER COLLECTION, according to the plat thereof as recorded in Plat Book 99, Pages 91, 92 'and 93, Public Records of Pinellas County, Florida. PARCEL I Together with rights of ingress and egress as reserved in Warranty Deed recorded in O.R. Book 1479, Page 95, Public Records of Pinellas County, Florida. PARCEL II The non-exclusive easements for ingress and egress, the passage and parking of vehicles, the passage and accomodation of pedestrians, separate and common utility lines, construction,.reconstruction, development, erection, removal and maintenance of building components and other matters over, on and under the land described in, and all as more particularly created, defined, located and limited in the Opera- tion and Reciprocal Easement Agreement recorded March 5, 1987, in O.R. Book 6440, Paqe 2013, Public Records of Pinellas County, Florida, over a portion of the following described property: That part of the Southeast 1/4 of the Southeast 1/4 of Section 7, Township 29 South, Range 16 East, Pinellas County, Florida, being further described as follows: Commence at the Southeast corner of said Section 7; thence along the South line of said Section, North 89 deg. 36'10" West, 450.02 feet; thence leaving said line, North 00 deg. 54'44" East, 450.02 feet; thence South 89 deg. 36'10" East, 350.02 feet to the West right- of-way line of U.S. Highway 19 (200 foot right-of-way); thence along said right-of-way line, being 100 feet West of and parallel with the East line of said Section, North 00 deg. 54'44" East, 382.50 feet to the POINT OF BEGINNING: thence leaving said line, North 89 deg. 30'00" West, 319.74 feet; thence South 00 deg. 30'00" West, 125.00 feet; thence North 89 deg. 30'00" West, 267.00 feet; thence North 00 deg. 30'00" East, 294.00 feet; thence North 37 deg. 57'26" West,' 62.57 feet; thence North 00 deg. 30'00" East, 296.56 feet to the North line of said Southeast 1/4 of the Southeast 1/4; thence along said line, South 89 deg. 47'45" East, 629.39 feet to said west right- of-way line of U.S. Highway 19; thence along said line, South 00 deg. 54'44" West, 517.82 feet to the POZNT OF BEGINNING. PARCEL III Non-Exclusive Easement rights as 'granted by Parking and Driveway Easement recorded in O.R. Book 6440, Page 2002, benefiting Lots 2 and 3, THE CLEARWATER COLLECTION, as hereinabove described, said recording in the Public Records of Pinellas County, Florida. PARCEL N ANon-Exclusive Ea"sement as described in that certain Drainage Easement Agreement from the City of Clearwater, as recorded on November 10, 1987, in O.R. Book 6618; commencing at Page 2190, Public Records of Pinellas County ,'Florida. EXHIBIT "B-1" r OR~~92 I P~0 15 I EXIIII3IT C-.l SITE DESIGN CRITERIA The criteria for the construction of the or, and offsite improvements to the Target Tract and the Con-mon Area of the Shop~~ing Center together with the buildings on the lleveloper Tract shall be those set forth in that certain Target Stores Capital Project Request Scope dated 1lugust 5, 1988 and issued to lleveloper July of 1987 together with that set forth in that volume entitled Target Capital Project Request, a copy of which has been furnished to each of the parties. C-1 - • r OR ~~92 I P~0 152 LEGAL DESCRIPTION LOT 4, THE CLEARWATER COLLECTION FIRST REPEAT, according to the Plat thereof as recorded in Plat Book 1D/ Pages $~ through ~~, Public Records of Pinellas County, Florida. EXHIBIT "D-1" nnr nYr ~,E. it i. :.:~. ~~ ..,~ .,, ..._.._._. o ~; II ;I i a li .._ :.,r- ~,._ n it .__..._ -=- _.,.,___.. r ~I II .. .. ....__•, i~ ~ .x'1,:11 .~~. ., .~. I:« Ln •... N y w ~ ~ ~ » ~ ~~~. ~~~«~~ .~ ~... ..,. 1» ~... . ,.n 1.,. 1 . it I .r.. nr. .. I ...,5..... ~~ j i ..... ... r.1. ~.. ,..1y .. ~..~ ~.. .. I ._,,., i 1 i i ~.. ... . ..I I.u1 u. .. 1. i ~ ~,..,~ N+ . . n it i ~ w11 ~~ '1 I . . IY1.11•M !I I ~u~.. !I ~ 1 Y .{ ~~ I ~..._~._......_._.....-_--~--_.•_--_--_ r Y1i I --DHEw-6tREE~-- '--- - '------~--- 7. AMENDED :.. FINAL SITE PLAN ~ ~ fOR THE •~ CLEARWATER COLLECTION ~ M ulaku cavawr 11f1 ClMrllat aY(N~ n.rcrul«wlan unw Nul lu~oa Cue[r 1 nrl, wS. 71111NIgMlSt Mao Cluwwarle,n laa plrl gr+ut ~~ ~I ~. 1~ ~~.~ij. 1 ~~;: „ „. ~- ' .-r= - ~r' . ~ ~,. LOCArgN Y V ~ *~~ uauaseertnle 1 ~, ... urtw E -, '_ ' x --- -•- W _.L. i :_.:::: 0 `:._~. i I .. 1 i! ~~ li au . WW 1 UJ YOU. 11S r ~0 B~ZZ W/n ~%~~ V/ ~. 1"1..,1...::,',.:' SD1J ~1 ~M ~~~~ ~_S ~ _ ~ ~ ~ -~~~ ~~ 6 ~' -~ ~`~ .~~ CLEARWATER COLLECTIONS SHOPPING CENTER SUPPLEMENTAL AGP.EEMENT BETWEEN TARGET and CLEARWATER COLLECTION ASSOCIATES, LTD.,. a Florida Limited Partnership -- PINELLAS COUNTY CLEARZ~~ATER, FLORIDA SUPPLEMENTAL AGREEMENT TABLE OF CONTENTS Article Caption Article 1 Recitals Article 2 Term of Agreement Article 3 Management Fee Article 4 Lechmere's Payment for Land and Site Improvements Article 5 Special Assessments Article 6 The Bridge Article 7 Outparcel Improvement Article 8 Notice Article 9 Priority of REA Article 10 Permits and Approvals Article 11 Miscellaneous Page 1 1 2 2 3 4 4 5 5 5 6 191A.1/122088 SUPPLEMENTAL AGREEMENT THIS AGREEMENT ("Supplemental Agreement") is made and entered into as of the f:~ ~`=~ day of ~ ~ ~:-~-=_=-~ ~~1989, between DAYTON HUDSON CORPORATION, a Minnesota c rporation ("Target") and the CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida limited part- nership ("Developer"). ARTICLE 1 RECITALS 1.1 Target and Developer, together with Lechmere, Inc., have entered into a certain Second Amendment to an Operation and Reciprocal Easement Agreement (which Second Amendment together with a First Amendment and said Operation and Reciprocal Easement Agreement are collectively referred to herein as the "REA") of even date herewith, relating to the improvement and use of .a cer- tain tract of land located in the City of Clearwater, County of Pinellas, State of Florida, to be known as Clearwater Collections Shopping Center. 1.2 Target and Developer desire to specify in a separate agreement certain financial and other terms and agreements supplementing the REA. Therefore, Target and Developer, intending legally to be bound hereby, agree with each other as herein set forth. ARTICLE 2 TERM OF AGREEMENT 2.1 The term of this Supplemental Agreement shall be the same as the term of the REA. ARTICLE 3 MANAGEMENT FEE 3.1 In addition to all other charges permitted by the terms of Section 4.2(D) of the REA, Developer shall also be entitled to receive from Target an administrative charge equal to seven per- cent (70) of the total Common Area Maintenance Costs. Target's proportionate share of said Common Area Maintenance Costs shall not exceed 49.60 of the total Common Area Maintenance Costs. ARTICLE 4 TARGET'S PAYMENT FOR LAND AND SITE IMPROVEMENTS 4.1 By the terms of a separate Purchase and Sale Agreement, Target has agreed to buy the Target Tract. 4.2 By the terms of the REA, the Developer is required to perform and construct certain on-site and off-site Common Area imprcvement work and to improve the pad on the Target Tract ("Work"). As a contribution to the cost of the Work, Target shall pay Developer the sum of Two Million Seventy-Five Thousand Dollars ($2,075,000.00) (the "Contribution"), payable as follows: ` {i) The sum of One Million Eight Hundred Sixty-Seveiz Thousand Five Hundred Dollars ($1,867,500.00) shall be paid upon the last to occur of the following: (a) transfer of title of the property to Target as contemplated by the Purchase and Sale Agreement; or, (b) January 3, 1989. Provided, however, that Target shall not be obligated to make any such payment unless and •until Developer has :completed 90% of the work necessary to complete the Common Areas of the Shopping Center including but not limited to: (a) Stormwater detention, retention and collection an•d discharge system for the Shopping Center; (b) Parking lot sub-base in front of Buyer's proposed store; 2 (c) Bridge from parking lot to U.S. 19; (d) Parking lot and driveway serving area in front of local shops and Target store, including driveway to Drew Street; (e) Electric, domestic water, and sanitary sewer utili- ties completed in accordance with the existing site plan; (f) All off-site work necessary for the operation of .the Shopping Center, including roadwork improvement along U.S.19 and Drew Street; (g) Environmental mitigation for the Florida Department of Environmental Regulation jurisdiction areas; and, (h) All engineering, surveying, testing, permits and approvals for the foregoing. (ii) The final installment of Two Hundred Seven Thou=.and Five Hundred Dollars ($207,500) shall be paid within 30 days after Cumbey and Fair, Inc. shall certify to Target that the Common Area work is complete and that the Target building pad has been prepared in accordance with the specifications of Target. Target shall have no obligation to make the final payment unless it has received contractors' affidavits and lien waivers for all of the Work or unless Developer has caused any lien to be released of record by bonding or otherwise. If Target disputes the Civil Engineer's certification that the Work is complete, then Target shall give Developer notice that Target does not agree that the Work is complete, which notice shall state with particularity what corrective work in Target's opinion remains to be done for the Work to be complete; within thirty (30) days after receiving such notice, Developer shall commence and shall thereafter diligently pursue to completion the corrective work specified in such notice. If Developer does not so commence or 3 pursue such corrective work, then Target may commence and pursue to completion such corrective work, and deduct all reasonable costs incurred for such corrective work from amounts otherwise due Developer, provided such corrective work conforms to all applicable provisions of the REA and this Supplement. ARTICLE 5 SPECIAL ASSESSMENTS 5.1 Notwithstanding anything to the contrary contained in the REA, Developer shall pay, and indemnify and hold Target harmless against, any special assessments, and all installments thereof, which may be levied against the Target Tract by reason of the installation or construction of any road, any highway widening, the installation of traffic signals or off-site improvements such as sewer and water lines, or any other local improvements made in connection with the development and opening of the Shopping Center; (except for special assessments arising or related to changes to the certified final Site Plan approved by the City of Clearwater prior to the date of this Agreement); provided, however, that in no event shall Developer be liable to Target for any such special assessment which is levied in--connec- tion with any such work or improvements which is commenced two (2) years or more after the payment to be made pursuant to ' 4.2{i). Target will be responsible for any governmental impact fees related to its store construction. ARTICLE 6 THE BRIDGE 6.1 The parties agree that Developer shall attempt to have the Bridge (which term for the purposes of this Article shall include the land beneath it) assessed as a single tax parcel. All taxes and installments of assessments related to the Bridge shall be apportioned among the Party's to the REA in the same ratio that the Floor Area located on their Tract (or required to 4 be located on their Tract pursuant to Article VIII) bears to the Floor Area located on the entire Shopping Center (or required to be located on the Shopping Center pursuant to Article VIII). Developer shall have the responsibility to pay such taxes and installments of special assessments and shall present to Target a copy of the paid tax bill together with the calculation of the Target share of said bill. Target shall promptly pay its share of said bill to Developer. In the event that Developer is unable to have the Bridge separately assessed, the taxes and installments of special assessments related to the Bridge shall be estimated by the Parties based on the cost related to construction of the Bridge (.without the land) to the cost of construction of all the Developer improvements including those related to the Common Area. Such taxes and installments of spe- cial assessments shall be treated as a Common Area Maintenance Cost notwithstanding the provisions of 4.2(D)(aa) except that Developer shall not be entitled to any Management Fee as provided in 3.1 for such taxes and installments of special assessments. ARTICLE 7 NOTICE 8.1 Notwithstanding any provision of the REA which states that the failure to respond to a notice within a specified period of time will constitute the approval and/or acknowledgement of certain matters, the failure of Developer to respond to a notice given by Target within the specified time period or the failure of Target to respond to a notice given by Developer within the specified time period, shall not constitute the approved or acknowledgement of such matters unless the notice given by the other party shall so indicate that the failure to respond, will constitute an acknowledgement and/or approval.of such matters. ARTICLE 8 PRIORITY OF REA 9.1 All provisions of this Supplemental Agreement are sub- ject to the REA of even date herewith between Target and 5 Developer, but except as expressly herein provided otherwise, in case of any conflict, the provisions of this Supplemental Agreement shall control between the parties hereto. ARTICLE 9 PERMITS AND APPROVALS 10.1 Developer shall secure all necessary governmental per- mits and other approvals required for completion of the Common Area and for the construction and operation of the additional Developer stores on the Shopping Center (except for building and like permits required to be secured by Target). In the event any such permits and approvals which Developer is required to secure are granted by the governmental authority with certain specified conditions, Developer shall do any work required to comply with such conditions. ARTICLE 10 MISCELLANEOUS 11.1 All capitalized words or phrases herein appearing which are defined terms in the REA shall have the meanings herein ascribed to them in the REA, unless a contrary intent is clearly expressed. 11.2 This Supplemental Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal represen- tatives, grantees, successors and assigns. 11.3 Nothing contained in this agreement shall be construed • to make Developer and Target partners or joint venturers or to render either party liable for the debts or obligations of the other, except as in this agreement expressly provided. 6 11.4 No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or failure of performance by the other party under the provisions of this agreement shall impair any such right or power or be construed to be a waiver thereof. The failure herein to specify a right, power or remedy accruing upon any noncompliance or failure of performance by either party hereto shall not be construed to be a waiver thereof or as impairing the right of the party thereby aggrieved to all remedies then available to such party at law or in equity by reason of such noncompliance or failure of perfor- mance. A waiver by either party hereto of any of the covenants, conditions, or agreements hereof to be performed by the other party shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. 11.5 This agreement shall be governed by and construed in accordance with the laws of the State of Florida. If any provi- sion, or portion thereof, of this agreement, shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision, or portion thereof, to any other person or circumstance, shall not be._ affected thereby, and each provision of this agreement shall be valid and enforceable to the fullest extent permitted by law. 11.6 Where used herein, the neuter gender shall include the masculine or feminine whenever applicable. 11.7 No agreement shall be effective to add to, change, modify, waive, or discharge this agreement in whole or in part unless such agreement is in writing and signed by the parties hereto. 11.8 This agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such coun- terparts shall together constitute one and the same instrument. 7 SIGNATURE PAGE OF SUPPLEMENTAL AGREEMENT IIETWEEN ',CARGET ~AN D CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida Limited Partnership IN WITNESS WHEREOF, the parties hereto have er_ecuted this Supplemental Agreement as a sealed instrument all as of the day and year first above written. CLEARWATER COLLECTION ASSOCIATES, LTD. ("Developer") By Sembler Equities, Inc a, a Florida corporation ATTEST: j -- ~~ ~ ~, ~j By ~ ,/ . Name ~M. S~PU~u> S~?~u6~~P2 Title P2P$ ~ ~h~~ 8 SIGNATURE PAGE OF SUPPLEMENTAL AGREEMENT BETWEEN TARGET AND CLEIIRWATER COLLECTION ASSOCIATES, LTD., a Florida Limited Partnership IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Agreement as a sealed instrument all as of the day and year first above .written. DAYTON HUDSON CORPORATION d/b/a TARGET By ~g Name Title r r:,.^'.''^_, _...._.... ATTEST: ___ B Y Name Title w• P, Hiss, ~ cc.t, c~ory 9 t .~ . {~ ~. ~c <rr CLEhP.V7t~TER COMAI~N-S SI-IOPP-~hNG CENr`I~E~R ',, ~~/ . ~ . ~ ~~ ~;_. ~. ~g ~~ S ~ ~_ S~ , . ,` OPERATION AND CI ROCAL EASEMENT AGREEMENT BETWEEN LECHI'~IERE , I NC . and CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida Limited Partnership CLEARWATER, FLORIDA ~- ,~ OPERATION AND RECIPROCAL EASEMENT AGREEMENT TABLE OF CONTENTS Section PARTIES Article I DEFINITIONS ~ • 1. 1 Bridge 1.2 Building Area ' 1.3 Common Area ' 1.4 Floor Area - • 1.5 Occupant 1.6 Outparcel ' 1. 7 Party 1.8 Person 1.9 Permittee 1.10 Tract Article II 2.1 2. 2 2.3 2.4 2.5 Article III 3.1 3.2 3.3 3.4 Page 1 2 2 2 2 2 3 3 3 4 4 4 EASEMENTS • Ingress, Egress, and Parking Utilities Construction, Maintenance and Reconstruction. Restriction Perpetual Easements CONSTRUCTION ' General Requirements. . Common Area Building Improvement ' Lechmere Building Pad . 5 5 7 9 10 10 11 11 13 16 19 . 19 Article IV MAINTENANCE AND REPAIR Utilities 19 4.1 Common Area 20 4.2 Building Improvements 26 4.3 • 27 Article V OPERATION OF•THE•SHOPPING CENTER: 27 5.1 Uses Lighting 30 5 2 . 1 4 5, 3 Signs 31 33 5.4 Insurance '5.5 Taxes and Assessments 38 5, 6 Liens 39 Article VI MISCELLANEOUS 39 6, 1 Default 39 6.2 Interest 41 6.3 Estoppel Certificate 41 6 • 4 Notices 42 6.5 Approval Rights 43 6.6 Condemnation 44 6.7 Binding Effect 44 6.g Singular and Plural 44 6,9 Counterparts and Signature Pages 44 6.10 Negation of Partnership 45 6.11 Not a Public Dedication 45 6.12 Excusable Delays 45 6.13 Severability 4~ 6.14 Amendments 4 6 6.15 Captions and Capitalized Terms 46 6.16 Minimization of Damages 46 6.17 REA Shall Continue Notwithstanding Breach 46 6.18 Time 46 6 . 19 Non Waiver 47 6.20 Shopping Center Name 47 Article VII TERM 47 ~ • 1 Term of this REA 47 Article VIII CONSTRUCTION COVENANTS 47 g•1 Lechmere Covenants 47 8.2 Developer Covenants 48 8.3 Repurchase Option 49 ii k Article IX LIMITATION ON LIABILITY 51 9.1 Sale Leaseback or Mortgage 51 g•2 Developer's Limitation on Liability 52 9,3 Lechmere's Limitation on Liability 52 Exhibit A Legal Description of Lechmere Tract Exhibit B Legal Description of Developer Tract Exhibit C Site Design Criteria Exhibit X Site Plan iii 4 112B.5/021687 OPERATION AND RECIPROCAL EASEIv1ENT AGREEMENT THIS AGREEMENT ("REA") is made and entered into as of the 2"I"i day of ``k-gp.~.R~ 19 g~1, between LECHMERE, INC. , a Massachusetts corporation ("Lechmere") and CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida Limited Partnership ("Developer"). WHEREAS, Lechmere is the lessee, and holds an option to become the owner of a certain tract of land described in Exhibit A attached hereto ("Lechmere Tract") and identified as such on Exhibit X (the "Site Plan") attached hereto; and WHEREAS, Developer is the lessee, and holds the option to become the owner of certain tracts of land, leases a tract ("Developer Leasehold Tract"), holds an easement for mutual access over still other land ("Rothman Easement"), and holds an easement for ingress and egress over certain other land (the "Florida Power Easement"), all of which is described in Exhibit B attached hereto ("Developer Tract") and identified as such on the Site Plan; and WHEREAS, the Lechmere Tract and the Developer Tract, together with a certain easement for drainage purposes ("Drainage Easement"} which benefits and burdens both the Developer Tract and the Lechmere Tract, (collectively the "Shopping Center") are contiguous and adjacent as shown on the Site Plan; and WHEREAS, the signatories hereto intend to develop and operate their respe~ti.ve Tracts in conjunction with each other as integral parts of a retail shopping complex and in order to effectuate the common use and operation thereof they desire to enter into certain covenants and agreements as a part of a general plan, and to grant to each other certain reciprocal ease- ments, in, to, over, and across their respective Tracts. .~ NOW, THEREFORE, in consideration of the premises, the cove- nants and agreements hereinafter set forth and in furtherance of the parties understanding, it is agreed as follows: ARTICLE I DEFINITIONS 1.1 Bridge. "Bridge" shall mean that certain structure labeled as such on Exhibit X. 1.2 Building Area. "Building Area" shall mean the limited areas of the Shopping Center shown on Exhibit X within which buildings (including canopies, supports, loading docks, truck ramps and other outward extensions) may be constructed, placed or located. 1.3 Common Area. "Common Area" shall mean all areas within the exterior boundaries of the Shopping Center, exclusive of (i) buildings and their respective .truck docks and/or receiving areas. 1.4 Floor Area. "Floor Area" shall mean the actual number of square feet of space contained on each floor within the building as measured from the exterior faces of the exterior walls or store front and/or the center line of any common walls; provided, however, that the following areas shall not be included in such calculations: mezzanine storage space, and mezzanine office space. Each Party shall direct its architect to make a determination of the total Floor Area of any building on such Party's Tract within one hundred twenty (120) days of the date of completion of such building. Within a reasonable time • thereafter, such Party shall certify to all other Parties the Floor Area applicable to such building. During any period of rebuilding, repairing, replacement or reconstruction of a building, the Floor Area of that building shall be deemed to be the same as existed immediately prior to 2 ~- that period. Upon completion of such rebuilding, repairing, replacement or reconstruction, the Party upon whose Tract such building is located, shall cause a new determination of Floor Area for such building to be made in the manner described above, and such determination shall be sent to any Party requesting the same. 1.5 Occupant. "Occupant" shall mean any Person from time to time entitled to the use and occupancy of any portion of a building in the Shopping Center under any lease, sublease, license, concession, or other similar agreement. 1.6 Outparcel. The "Outparcel" shall mean that certain parcel of land as shown on Exhibit X. 1.7 Party. "Party" shall mean each signatory hereto and, after compliance with the notice requirements set forth below, to their respective successors and assigns who become owners of any portion of the Shopping Center. Until the notice requirement is complied with, the transferring Party shall (for the purpose of this P.EA only) be the transferee's agent. Each .Party shall be liable for the performance of all covenants, obligations and undertakings herein set forth with respect to the portion of the Shopping Center owned by it which accrue during the period of such ownership, and such liability shall continue with respect to any portion transferred until the notice requirement set forth below is complied with, at which time the transferring Party's personal liability shall terminate. The transferee Party shall automatically become liable for all obligations arising after compliance with the notice and assumption requirement. A Party transferring all or any portion of its interest in the Shopping Center shalom give notice to all other Parties of such transfer and shall include therein at least the following information: (a) the name and address of the transferee; and 3 y (b) a copy of the survey showing the location and indicating the legal description of the portion of the Shopping Center transferred. Nothing contained herein to the contrary shall affect the existence, priority, validity or enforceability of any lien permitted hereunder which is placed upon the transferred portion of the Shopping Center prior to receipt of the notice. 1.8 Person. "Person" shall mean any individual, partner- ship, firm, association, corporation, trust, or any other form of business or government entity. 1.9 Permittee. "Permittee" shall mean all Occupants and the officers, directors, employees, agents, contractors, customers, vendors, suppliers, visitors, invitees, licensees, subtenants, and concessionaires of Occupants insofar as their activities relate to the intended use of the Shopping Center and of any Party. Among others, Persons engaging in the following activi- ties on the Common Area will not be considered to be Permittees: (i) Exhibiting any placard, sign, or notice except for the signage permitted under Article 5.3 below; (ii) Distributing any circular, handbill, placard, or booklet; (iii) Soliciting memberships or contributions; (iv) Parading, picketing, or demonstrating; and (v) Failing to follow regulations relating to the use of the Shopping Center. 1.10 Tract. "Tract" shall mean that portion of the Shopping Center owned by a Party. 4 ARTICLE II EASEMENTS 2.1 Ingress, Egress, and Parking. During the term of this REA and for such other times as may be specifically provided herein, each Party hereby grants and conveys to each other Party for its use and for the use of its Permittees, in common with others entitled to use the same, a non-exclusive perpetual easement for the passage and parking of vehicles over and across the parking and driveway areas of the grantor's Tract (other than for the Rothman Easement) as the same may from time to time be constructed and maintained for such use, for the passage and accommodation of pedestrians over and across the parking, driveways and sidewalk areas of the grantor's Tract as the same may from time to time be constructed and maintained for such use, and for the maintenance of such common areas as contemplated by Article IV. Sucr, easement rights shall be sub- ject to the following reservations as well as other provisions contained in this. REA: (i) Except for situations specifically provided for in the following subparagraphs, no fence or other barrier which would unreasonably prevent or obstruct the passage of pedestrian or vehicular travel for the purposes herein per- mitted shall be erected or permitted within or across the easement areas; provided, however, that the foregoing provi- sion shall not prohibit the installation of convenience faci- lities (such as mailboxes, public telephones, benches or public transportation shelters), of landscaping, berms or planters, nor of limited curbing and other forms of traffic control. (ii) In connection with any construction, recon- struction, repair or maintenance on its Tract, each Party reserves the right to create a staging and/or storage area in 5 >.. the Common Area on its Tract at such location as will not unreasonably interfere with access between such Tract and the other areas of the Shopping Center. (iii) Each Party hereby reserves the right, from time to time without obtaining the consent or approval of any 'other Party, to make at its own expense any insignificant change, modification or alteration in its portion of the Common Area, provided that: (a) the accessability of such Common Area for pedestrian and vehicular traffic (as it relates to the remainder of the Shopping Center) is not unreasonably restricted or hindered. (b) there shall be maintained at all times within such Common Area, a sufficient number of vehicular parking spaces to meet the parking requirements set forth in 3.2(E), and all parking stalls and rows shall remain generally as shown on the Site Plan; (c) no governmental rule, ordinance or regulation shall be violated as a result of such action, and such action shall not result in any other Party being in violation of any governmental rule, ordinance or regula- tion; (d) no change shall be made in the access points between the Common Area and the public streets; pro- vided, however, that additional access points may be created with the approval of Lechmere and Developer, such approval not to be unreasonably withheld; (e) at least thirty (30) days prior to making any such change, modification or alteration, the Party desiring to do such work shall deliver to each other Party copies of the plans therefor, and provided further 6 i that such work shall not occur between October 1st and the following January 31st (provided, however, that in the event of an emergency such notice and plans as may be reasonable under the circumstances shall be provided). (iv) Each Party reserves the right to close off its portion of the Common Area for such reasonable period of time as may be legally necessary, in the opinion of such Party's counsel, to prevent the acquisition of prescriptive rights by anyone; provided, however, that prior to closing off any por- tion of the Common Area, as herein provided, such Party shall give written notice to each other Party of its intention to do so, and shall attempt to coordinate such closing with each other Party so that no unreasonable interference in the passage of pedestrians or vehicles shall occur; (v) Each Party reserves the right at any time and from time to time to lawfully exclude and restrict any Person who is not a Permittee from using the Common Area. 2.2 Utilities. (A) Each Party hereby grants and conveys to each other Party non-exclusive perpetual easements in, to, over, under, along and across those portions of the Common Area (exclusive of any por- tion located within a Building Area) located on the grantor's Tract necessary for the installation, operation, flow, passage, use, maintenance, connection, repair, relocation, and removal of lines or systems for utilities serving the grantee's Tract, including but not limited to, sanitary sewers, storm drains, drainage detention, retention and treatment ponds, water (fire and domestic), gas, electrical, telephone and communication lines. Except with respect to ground mounted electrical trans- formers at the rear of a building or as may be necessary during periods of construction, repair, or temporary service, all utili- ties shall be underground unless required to be above ground by the utility providing such service. Prior to exercising the 7 right granted herein, the grantee shall first provide the grantor with a written statement describing the need for such easement, shall identify the proposed location of the utility, and shall furnish a certificate of insurance showing that its contractor has obtained the minimum insurance coverage required by 5.4(C) hereof. Any Party installing utilities pursuant to the provi- sions of this subparagraph shall pay all costs and expenses with respect thereto and shall cause all work in connection therewith (including general clean-up and proper surface and/or subsurface restoration) to be completed as quickly as possible and in a manner so as to minimize interference with the use of the Common Area by the Parties hereto. If any of the Parties elects to install common utilities, all costs and expenses thereof may be set forth in a separate agreement between those cooperating Parties. (B) The initial locaticn and width of any utility shall be subject to the prior written approval of the Party whose Common Area is to be burdened thereby, such approval not to be unreason- ably withheld. The easement area shall be no larger than what- ever is necessary to reasonably satisfy .the utility company as to a public utility or five feet (5') on each side of the centerline as to a private line. Upon request, the grantee shall provide to the grantor a copy of an as-built survey showing the location of such utility. The grantor shall have the right at any time to relocate a utility line upon thirty (30) days' prior written notice; provided that such relocation: (i) shall not interfere with or diminish the utility services to the grantee; (ii) shall not reduce or unreasonably impair the use- fulness or function of such utility; (iii) shall be performed without cost or expense to grantee; , 8 (iv) shall be completed using materials and design standards which equal or exceed those originally used; and (v) shall have been approved by the utility company and the appropriate governmental or quasi-governmental agencies having jurisdiction thereover. Documentation of the relocated easement area shall be the gran- tor's expense and shall be accomplished as soon as possible. Grantee shall have a right to require an as-built survey of such relocated utility be delivered to it at grantor's expense. 2.3 Construction Maintenance and Reconstruction. (A) In order to accommodate any footings, foundations, columns or walls which may be constructed or reconstructed imme- diately adjacent to a common boundary line and which may overlap that common boundary line, each Party grants to each other Party. a non-exclusive easement in, to, over, under, and across that portion of its Tract adjacent to such common boundary line in space not theretofore occupied by any then existing structure for the construction, maintenance and replacement of footings to a maximum distance of five feet (5') onto the grantor's Tract and for the construction, replacement and maintenance of foundations, columns, or walls to a maximum distance of six inches (6") onto the grantor's Tract. The grant of easement shall include the reasonable right of access necessary to exercise and enjoy such grant. The easement shall continue in effect for the term of this REA and thereafter so long as the building utilizing the easement area exists, including a reasonable period to permit reconstruction or replacement of such building if the same shall be destroyed, damaged, or demolished. (B) Prior to utilizing the easement right set forth in (A) above, the grantee Party shall advise the grantor Party of its intention to use the same, shall provide plans and specifications and proposed construction techniques for the improvements to be 4 t located within the easement area, and shall give the grantor Party an opportunity to commence any construction activities which such Party contemplates undertaking at approximately the same time to the end that each Party involved shall be able to utilize subterranean construction techniques which will permit the placement above ground of a building on each Tract imme- diately adjacent to the common boundary line. If a common sub- terranean construction element is used by the Parties, it is specifically understood that each shall assume and pay its reaso- nable share of the cost and expense of the initial construction and, so long as both Parties are benefitting therefrom, sub- sequent maintenance thereof. In the event any building utilizing a common subterranean element is destroyed and, not replaced or is removed, the common subterranean construction element shall be left in place for the benefit of any building utilizing the same located on the adjoining Tract. 2.4 Restriction. No Party shall grant any easement for the purpose set forth in this Article for the benefit of any property not within the Shopping Center; provided, however, that the foregoing shall not prohibit the granting or dedicating of uti- lity easements by a Party on its Tract to governmental or quasi- governmental authorities or to public utilities. 2.5 Perpetual Easements. Those easements referred to herein as perpetual shall survive the termination of this REA provided, however, that if after the termination of this REA any sucri per- petual easement is not used by the grantee for two (2) con- secutive years then at the option of the grantor such easement shall terminate and expire as to such grantee not so using the easement, provided that prior to any such termination, the gran- . for shall give thirty (30) days notice to the grantee, of such termination, and the grantee shall thereupon have the right, within such thirty (30) day period, to give notice to the grantor of its election to continue the use of such easement, in which event such easement shall not terminate. . 10 ARTICLE III CONSTRUCTION 3.1 General Requirements. (A) Each Party agrees that all construction activities per- formed by it within the Shopping Center shall be performed in compliance with all laws, rules, regulations, orders, and ordi- nances of the city, county, state, and federal governments, or any department or agency thereof, affecting improvements constructed within the Shopping Center. (B) Each Party agrees that its construction activities shall not: (i) cause any unreasonable increase in the cost of constructing improvements upon another Party's Tract; (ii) unreasonably interfere with construction work being performed on any other part of the Shopping Center; (iii) unreasonably interfere with the use, occupancy or enjoyment of any part of the remainder of the Shopping Center by any other Party or its Permittees; (iv) cause any other Party to be in violation of any law, rule, regulation, order or ordinance applicable to its Tract of the city, county, state, federal government, or any department or agency thereof. (C) Each Party agrees to defend, indemnify and hold harmless each other Darty from all claims, actions and proceedings and costs incurred in connection therewith (including reasonable attorneys' fees and costs of suit) resulting from any accident, injury or loss or damage whatsoever occurring to any Person or to the property of any Person arising out of or resulting from the 11 performance of any construction activities performed or authorized by such indemnifying Party. (D) Prior to constructing, reconstructing, repairing, main- taining, remodeling, or enlarging a building or maintaining or changing the Common Area on its Tract, a Party shall designate a staging and storage area on the Common Area on its Tract and shall give each other Party notice of such location at least ten (10) days prior to commencing such work. All storage of materials and the parking of construction vehicles, including vehicles of workers, shall occur only on the constructing Party's Tract. If substantial work is to be performed, such constructing Party shall, at the request of any other Party,. fence off the staging and storage area. Upon completion of such work, the constructing Party shall restore the affected Common Area to a condition at least equal to that existing prior to commencement of such work. All staging areas and access for construction for the initial construction of any improvements to the Shopping Center shall be shown on the Site Plan and shall be subject to the approval of Lechmere and Developer. (E) Each Party hereby grants and conveys to each other Party and to its respective contractors, materialmen and laborers a temporary license to enter upon the Common Area of the grantor's Tract as shall be reasonably necessary for the grantee to construct and/or maintain improvements upon the grantee's Tract; provided, however, that such license shall be in effect only during periods when actual construction and/or maintenance is being performed and provided further that the use of such license shall not be exercised so as to unreasonably interfere with the use and operation of the Common Area by others. Prior to exer- • cising the rights granted herein, the grantee shall first provide the grantor with a written statement describing the need for such license, and shall furnish a certificate of insurance showing that its contractor has obtained the minimum insurance coverage J2 required by 5.4(C) hereof. Any Party availing itself of the tem- porary license shall promptly pay all costs and expenses asso- ciated with such work, shall diligently complete such work as quickly as possible, and shall promptly clean the area and restore the affected portion of the Common Area to a condition which is equal to or better than the condition which existed prior to the commencement of such work. Notwithstanding the foregoing, in the event a dispute exists between the contractors, laborers and/or others connected with construction activities, each Party shall have the right to prohibit the contractors, laborers and/or others working for another Party from using the Common Area on its Tract. 3.2 Common Area. Developer shall cause the Common Area to be improved substantially as shown on the Site Plan with substan- tial completion of such Common Area to be no later than October 1, 1987. Such work shall be done in a good and workmanlike manner and in accordance with good engineering standards; provided, however, the following minimum general design standards shall be complied with: (A) The lighting system shall be designed to produce a mini- mum maintained lighting intensity at grade at all points in the Common Area of 1.00 foot candle; provided however, that the extreme edge of the parking or drive areas may have not less than a minimum maintained lighting intensity measured at grade of 0.5 foot candle.. The type and design of the light standard shall be approved by Lechmere and Developer. (B) The slope in the parking area shall not exceed a maximum of four percent (40), nor be less than a minimum of one-half per- cent (1/20) except as provided in Exhibit C. (C) All sidewalks shall be concrete or other material approved by the Parties. The paved portions of the Common Area 13 shall be paved in accordance with a paving recommendation obtained from Cumby & Fair, Inc., or an other reputable engi- neering firm approved by the Parties. (D) Utilities that are placed underground shall be at depths of not less than that designated by Cumby & Fair, Inc., or con- sultants approved by the Parties. Design and working drawings may be prepared by the utility company providing the service. (a) Utility lines shall be completed and useable as follows: (i) temporary electrical and water on or before April 1, 1987 (provided that Lechmere shall diligently apply to the appropriate authorities for such service). (ii) Sanitary sewer and storm sewer on or before August 15, 1987. (iii) permanent electrical acid telephone on or before August 15, 1987 (provided that Lechmere shall diligently apply to the appropriate authorities for such service). (b) All utilities shall be installed, tested and cer- tified as being in compliance with all local codes. (E) The parking area on each Tract shall contain sufficient ground level, standard automobile size, parking spaces in order to comply with the following minimum requirements: (a) five (5.0). parking spaces for each one thousand (1,000) square feet of Floor Area located on the Lechmere Tract; 14 (b) four and 8/10 (4.8) parking spaces for each one thousand (1,000) square feet of Floor Area located on the Developer Tract; plus, with respect to each Tract, (c) if a business use contains a drive-up unit (such as remote banking teller or food ordering/dispensing facility), then there shall also be created space fo.r stacking not less than five (5) automobiles for each drive-up unit; and (d) except as to any restaurant on the Outparcel, if a business use includes a restaurant which has four thousand (4,000) square feet of Floor Area or more, then ten (10) additional parking spaces for each one thousand (1,000) square feet of Floor Area in excess of four thousand (4,000) square feet of Floor Area devoted to such use; and (e) if a business use contains a theatre, then there shall also be~created an additional parking space for each 2.5 seats within such theatre. Provided however, if a restaurant is operated incidentally to another business operation (gross sales of 100 or less than total business operation), or if the restaurant is of a type commonly referred to as a cafeteria, then the Floor Area occupied by such restaurant shall be excluded from the application of (d} above. The foregoing requirements as well as all governmental regula- tions, ordinances and similar orders relating to parking shall be satisfied without reliance on the parking spaces that may be available o~ another Tract (provided that the Outparcel may be supported by adjacent parking on the Developer Tract so long as the combination of the Outparcel and the Developer Tract meet the criteria set forth herein for parking). In the event of a con- demnation of part of a Tract or sale or transfer in lieu thereof that reduces the number of usable parking spaces below that which l~ is required herein, the Party whose Tract is so affected shall use its best efforts (including using proceeds from the condem- nation award or settlement) to restore and/or substitute parking spaces in order to comply with the parking requirements set forth above. If such compliance is not possible, such Party shall not be deemed in default hereunder, but shall not be permitted to expand the amount of Floor Area located upon its Tract. If such Floor Area is thereafter reduced, then it may not be subsequently increased unless the parking requirement is satisfied. (F) Developer and Lechmere hereby approve the grading and drainage plan to be used in initial construction of the Common Area, dated November, 1986 and prepared by Cumby & Fair, Inc. with last revised date February 12, 1987. Such grading and drainage plan shall be followed by the Parties during construc- tion. During the term of this REA, no Party shall alter the grade elevations on any portion of its Tract from those established by such plans if such alteration would increase the flow of surface water onto another Party's Tract, affect ingress and egress or otherwise adversely affect another Party's Tract. 3.3 Building Improvement. (A) The Parties hereby agree that all buildings and any Out- side-Sales Areas may be located only within the Building Areas designated on the Site Plan. (B) In order to produce an architecturally compatible Shopping Center, Developer and Lechmere agree that the initial building construction and any additions, exterior remodeling or reconstruction of existing improvements thereafter shall be per- . formed only in accordance with approved plans for such work as provided herein. The Party. proposing such work shall submit to Developer and Lechmere detailed plans ("Plans") as required by Exhibit C attached hereto and made a part hereof. Developer and Lechmere, respectively, shall either approve, disapprove, or make recommendations for change in the Plans within fifteen (15) days 16 of the receipt thereof. Failure to approve, disapprove, or make recommendations for change within said fifteen (15) day period shall constitute an approval of the Plans as submitted and this automatic approval if, not disapproved shall be prominently set forth on the plans when they are sent. Any disapproval or recom- mendation for change shall specify with particularity the reason therefor. Upon submission of any disapproval or recommendation for change, the submitting Party, Developer and Lechmere shall mutually consult to establish approved Plans for the proposed work. Lechmere and Developer shall not arbitrarily or unreaso- nably withhold approval of the Plans or recommend changes in the Plans which otherwise conform with the requirements hereof. In no event shall one Party require any other Party to utilize design standards superior to those utilized by the requiring Party in the construction of improvements on its Tract. Approval of Plans by Developer and Lechmere shall not constitute assump- tion of responsibility for the accuracy, sufficiency, or propriety thereof, nor shall such approval constitute a represen- tation or warranty that the Plans comply with applicable laws. No material deviation shall be made from the approved Plans. (C) The Parties hereby specifically consent to the placement of buildings along the common boundary line between the Lechmere Tract and the Developer Tract, and each agrees to support any request by the other for a side-yard or setback variance if the same is required in order to accommodate such construction. (D) Developer acknowledges that Lechmere intends to construct on the Lechmere Tract a "Lechmere retail store" which is generally classified under applicable building code regulation as an "unlimited area" building. (By way of explanation, but not limi- tation, suc~ building classification is designated II-N cr SN • under the Uniform Building Code.) So long as Lechmere plans to construct a building of such classification, or so long as a building of such classification exists on the Lechmere Tract (including any restoration or reconstruction thereof), Developer agrees that any building to be placed or constructed on the 17 Developer Tract that is (i) located within 60 feet of the Building Area on the Lechmere Tract or (ii) located within 60 feet of any building referenced in (i) above shall comply with the requirements of said classification, including the installation of an approved sprinkler systems for fire protection. In order to confirm the existence of a sixty foot (60') yard or clear area around the Lechmere building and the buildings, if any, which are included within (i) and (ii) above, it may be necessary to place of record an instrument establishing the same. Each Party agrees to join in the execution of such instrument in.a form satisfac- tory to such Parties. In addition to the requirements set forth above, no building located on the Developer Tract shall be placed or constructed i.n a manner which will itself preclude the construction of a building of such classification on the Lechmere Tract. (E) The seccnd Party to construct a building along the com- rncn t:~oundary line between the Lechmere 'Tract ar.d the Developer Tract shall do so in a manner that does nct result in damage to the improvements in place on the adjoining Tract, and .further shall undertake and assume at its sole cost the obligation of completing and mai.ntair.ing the nominal attachment (flashing and seal) of its building to that of the existing building on the other Tract, it being the intent of the Parties to establish and maintain the appearance of one continuous building complex. In performing such attachment, the wall of one building shall not receive support f~~om r.or apply pressure to the wall of the other build.i.ng. (E} If a portion. of any Building Area is at one point in tirr:e paved and used as Common Area, such portion may be sub- sequently used as building area provided that all parking requirements and other provisions of this REA for such Tract are also coTnplied with. Likewise, if a Building Area is at one point in time occupied by a building, such building may be subsequently ra~~d, and until replaced, the area shall thereafter be deeried part of the Cor~n-~on Area and mast be paved or grassed and main- ta ia:ed weed f re< <:.^d mo~:ed . 18 (G) The following building height restrictions shall be applicable to the Shopping Center (but not to the Rothman Easement or Developer Leasehold Tract) and shall be exclusive of mechanical equipment, penthouses, or similar appurtenant struc- tures located on the roof of any building: (i) Lechmere Tract 32' (ii) Developer Tract 32' No mechanical equipment, penthouse, parapet or similar appur- tenant structure located on the roof of a building shall extend upward above the top of the building more than five feet (5'). 3.4 Lechmere Building Pad. In conjunction with its improve- ment of the Common Area, Developer, at its sole expense, agrees to prepare the pad upon which the Lechmere Store shall be constructed. Said pad shall be prepared in a good and work- manlike fashion and in accordance with good engineering standards. and shall be completed no later than April 1, 1987. Said pad shall in all respects meet the requirements of Lechmere's archi- tect and engineers furnished to the Developer prior to the execu- tion thereof. ARTICLE IV r1AINTENANCE AND REPAIR 4.1 Utilities. (A) The Developer shall repair and maintain in first-class condition all utility facilities, lines, and systems located on and serving the Shopping Center unless the same are dedicated to and accepted by a public or quasi-public utility or authority, or unless the same are located within the building of any Party. (B) Any maintenance and repair of non-dedicated utilities located on Lechmere's Tract shall be performed only after two (2) weeks' notice to Lechmere (except in an emergency the work may be ,o initiated with reasonable notice). All repairs shall be done and shall otherwise be performed in such a manner as to cause as little disturbance in the use of Lechmere's Tract as is prac- ticable under the circumstances. Developer agrees to cooperate with Lechmere so that such repairs to the extent possible will not be made during Lechmere business hours, to diligently complete such work as quickly as possible, and to promptly clean the area and restore the affected portion of the Common Area to a condition equal to or better than the condition which existed prior to the commencement of such work. (C) The parties shall endeavor to cause those utilities serving their respective Tracts exclusively to. be separately metered and assessed in their respective names. 4.2 Common Area. (A) Developer agrees at its sole cost and expense to main- tain or cause to be maintained the Common Area in first-class condition and in compliance with all applicable governmental laws, rules, regulations, orders, and ordinances and the provi- sions of this REA (subject to the reimbursement set forth below). {B) Until the Common Area or Building Area on a Tract is initially improved, it shall be planted so as to reduce dust and thereafter kept mowed and free of debris, and otherwise main- tained so as to prevent erosion and present an attractive appearance. . (C) The minimum standard of maintenance for the improved Common Area shall be comparable to that followed in other first- - class retail developments of comparable size in the Tampa-St. Petersburg, Florida area and shall include, but not be limited to, the following: (i) Maintain, repair and resurface all drive and parking areas to keep the same in a smooth and evenly covered 2C condition and periodically sweep, clean and restripe the same. Such activities shall, to the extent reasonably possible, be scheduled to occur prior to or after normal business hours of the Shopping Center. In the event of restriping, major repairs to, or resurfacing of, the parking areas, the Party undertaking such repairs shall provide to the other Party at least two (2) weeks advance notice. (ii) Remove papers, debris, filth, refuse, alligators, ice and snow from the drive and parking areas to the extent necessary to keep the same in a first-class, clean, and orderly condition; (iii) Install and maintain appropriate directional signs and markers, and replace the same as necessary. (iv) Illuminate the drive and parking areas, and main- tain and replace lighting facilities, bulbs and ballasts. (v) Maintain. all landscaped areas, including the repla- cement of shrubs and other landscaping as necessary and main- tain any automatic sprinkler system serving the landscaped areas. (vi) Clean, sweep, maintain, and repair all sidewalks. (vii) Store all trash and garbage in adequate, screened containers and provide for regular collection of same. (viii) Maintain, clean and repair all storm drains, utility lines, sewers, detention and retention ponds and other utility systems and services located in the Common Area necessary for the operation of the Common Area or any buildings or improvements located within the Shopping Center. (D) Subject to the exclusions hereinafter set forth, the total of all monies paid out by. Developer for reasonable costs 21 and expenses actually incurred for the operation, maintenance and repair of the Common Area shall be known as Common Area Maintenance Costs, including: (i) the acquisition cost (or rental fees, in the case of rented equipment or machinery), and annual allocable depreciation (depreciated over the useful life of such equip- ment or machinery, in the case of purchased equipment and machinery) of equipment and machinery used in connection with the maintenance and operation of the Common Area; (ii) all costs of policing and security protection of the Common Area, if any; (iii) premiums for public liability and property damage insurance required to be carried pursuant to Article 5.4 B; (iv) Common Area lighting expenses and costs of main- tenance, replacement and repair of Common Area lighting; (v) all sums expended for the operation, repair, painting, cleaning, inspection, removal of debris and surface water, and provision of sewer service, for the Common Area; (vi) all costs of landscaping, maintenance, replacement and supplies; (vii) all charges for utilities services serving solely the Common Areas together with all costs of maintenance of lighting fixtures; (viii) all expenses incurred in sweeping, and restriping; (ix) personal property taxes, vehicle licenses and fees of equipment and machinery used in connection with the opera- tion and maintenance of the Common Area; 22 (x} all ccsts and expenses of repair and replacement of paving, curbs, sidewalks, service corridors, walkways, road- ways, parking surfaces, landscaping, drainage, and lighting facilities located for the Common Area; and (xi) The expenses incurred for utility repairs and Common Area Maintenance as provided in Sections 4.l and 4.2. Notwithstanding anything to the contrary herein contained, Common Area Maintenance Costs shall not include: (aa) real estate taxes, or assessments on any portion of the Common Area (except the Bridge); (bb) premiums for insurance carried by Developer (including coverage for earthquake or flood) other than that specified herein as included in Common Area Maintenance Costs; and (cc} except as may be provided by separate agreement, administrative accounting, audit, legal, overhead and all other similar expenses of Landlord, including, without limi- tation, wages or salaries paid to management personnel. Common Area Maintenance Costs shall be determined in accordance with industry accepted accounting principles consistently applied, except that Common Area Maintenance Costs shall not include depreciation except as specifically included therein pur- suant to this Section. (E) Prior to the commencement of the Term and of September of each yeaP of the Term thereafter, Developer shall submit an annual Budget for the Common Area Maintenance Costs for that year to Lechmere for its approval, which approval shall not be unreasonably withheld. Said Budget shall, in reasonable detail, outline the expenses that are expected to be incurred and 2? Developer shall not, during the Budget year, exceed either: (i) any Budget category or, (ii} the total amount of the Budget, by an amount in excess of $5,000.00 without the consent of Lechmere. (F) Lechmere shall pay Developer Lechmere's Proportionate Share of Common Area Maintenance Costs in the following manner: 1. From and after the Opening Date Lechmere shall pay Developer on the first day of each calendar month one-twelfth (1/12) of the Budgeted Amount of Lechmere's Proportionate Share of Common Area Maintenance Costs. Such estimated monthly charge may be adjusted by written notice from Developer to Lechmere at the end of any calendar quarter on the basis of Developer's experience and reasonably antici- pated costs subject~to E above. 2. Within ninety (90) days following the end of each calendar year, Developer shall furnish Lechmere a statement covering the year just expired, certified as correct by a certified public accountant or an authorized representative of Developer, showing the total of all Common Area Maintenance Costs, the amount of Lechmere's Proportionate Share of Common Area Maintenance Costs, and the payments made by Lechmere with respect to sucr. period as set forth in sub- paragraph 1 above. Subject to E above, If Lechmere's Proportionate Share of Common Area Maintenance Costs exceed Lechmere's payments so made, Lechmere shall pay to Developer the deficiency within thirty (30) days after receipt of such statement. If such payments exceed Lechmere's Proportionate Share of Common Area Maintenance Costs, Developer shall cre- dit the excess against payments next thereafter due under subparagraph 1 above or, at Lechmere's request, refund the amount to Lechmere. 3. Developer shall keep separate and complete books of account covering all costs and expenses of maintaining and operating the Common Area and payments thereon twenty-four 2~ (24) months after the end of each calendar year such books of account and all vouchers, invoices, statements, payroll records and other papers evidencing such Common Area costs and payments. Lechmere and its authorized agents (including accountants and attorneys) shall have the right at any reasonable time and upon reasonable notice to inspect and audit the books and other documents mentioned above evi- dencing such costs and/or payments. Should it be determined by any such audit that any statement previously submitted by Developer to Lechmere was inaccurate, the parties shall make an adjustment to reflect Lechmere's actual Proportionate Share of Common Area Maintenance Cost. If Lechmere's audit discloses that Developer has overstated Tenant's Proportionate Share of Common Area Maintenance Costs by more than three percent (30), for any period, then Developer shall pay to Lechmere upon demand, the reasonable costs of audit incurred by Lechmere. (F) Lechmere's Proportionate Share shall be determined by multiplying the Common Area Maintenance Costs by a fraction, the numerator of which is the Floor Area on the Lechmere Tract and the denominator of which is the Floor Area on the Shopping Center. (G) If at any time during the Term of this REA, Lechmere shall be dissatisfied with the quality of Developer's maintenance of the utilities or the Common Area, or feels that the costs thereof are excessive, Lechmere shall have the right (to be exer- cised if at all in its sole discretion) upon thirty (30) days prior written notice, in addition to any other right or remedy hereunder to: s (i) Withdraw the Lechmere Tract from the maintenance by the Developer in which instance Lechmere shall thereafter maintain its Tract as required under this Article; or 25 (ii) Take over the maintenance of the utilities and the Common Area of the Shopping Center in which instance Lechmere shall thereafter be substituted for Developer and Developer fcr Lechmere for the purposes of this Article. The foregoing rights shall not be exercised if the Developer within said thirty days cures or corrects the conditions described in such notice to the reasonable satisfaction of Lechmere. Provided, however, if Lechmere shall give three noti- ces within any twelve (12) month period describing the need to cure or correct the same or similar condition then no further notice with regard to such condition need be given. 4.3 Building Improvements. _ (A) After completion of construction, each Party covenants and agrees to maintain and keep the building improvements, located on its Tract in first-class condition and state of repair, in compliance with all governmental laws, rules, regula- tions, orders, and ordinances. exercising jurisdiction thereover, and in compliance with the provisions of this REA. Each Party further agrees to store all trash and garbage in adequate con- tainers, to locate such containers so that they are not readily visible from the parking area, and to arrange for regular removal of such trash or garbage. (B) In the event any of the building improvements are damaged by fire or other casualty (whether insured or not), the Party upon whose Tract such, building improvements are located immediately shall remove the debris resulting from such event (as soon as permitted by fire inspectors) and provide a sightly barrier and within a reasonable time thereafter shall either (i) repair or restore the building improvements so damaged, such repair or restoration to be performed in accordance with all pro- visions of this REA, or (ii) erect other building improvements in such location, provided all provisions of this REA are complied with, or (iii) demolish the damaged portion of such building 26 improvements and restore the area to an attractive condition in which event the area shall be Common Ares until a replacement building is erected. Such Party shall have the option to choose which of the foregoing alternatives to perform, but such Party shall be obligated to perform one of such alternatives. Such Party shall give notice to each other Party within ninety (90) days from the date of such casualty of which alternative it elects. ARTICLE V OPERATION OF THE SHOPPING CENTER 5.1 Uses. (A) No part of the Shopping Center shall be used for other than retail sales and supporting facilities or retail services or commercial purposes, provided any retail services shall be of the type defined below and shall in no event be located in more than 10,000 square feet of Floor Area on the Lechmere Tract and 80,000 square feet of Floor Area on the Developer Tract. Retail ser- vices shall mean retail financial institutions, real estate and stock brokerage offices, travel agencies and similar. uses pro- viding services directly to the public for retail fees. Notwithstanding the foregoing, no use or service shall be permitted in the Shopping Center which is inconsistent with the operation of a first-class retail shopping center. Without limiting the generality of the foregoing, the following uses or services shall not be consistent with the concept of a first- class retail shopping center and shall be prohibited: (i? Any use which emits an obnor.ious odor, noise, or sound which can be heard or smelled outside of any building in the Shopping Center; provided however, that this prohibi- tion shall not prohibit a paging system. L / (ii) Any operation primarily used as a warehouse opera- tion and any assembling, manufacturing, distilling, refining, smelting, agricultural, or mining operation; (iii) Any "second hand" store or consolidation or salvage store; (iv) Any mobile home park, trailer court, labor camp, junkyard, or stockyard (except that this provision shall not prohibit the temporary use of construction trailers during periods of construction, reconstruction, or maintenance); (v) Any dumping, disposing, incineration, or reduction of garbage (exclusive of garbage compactors located in the rear of any building); (vi) Any fire sale, bankruptcy sale or going out of business sale, (unless pursuant to a court order or license issued by the sheriff of Pinellas County) or auction house operation; (vii) Any central laundry, dry cleaning plant, or laundromat; provided, however, this prohibition shall not be applicable to a plant of less than 2,500 square feet of Floor Area; (viii) Any automobile, leasing, display or repair; truck, trailer or R.V. sales, (ix) Any bowling alley; (x) Any skating rink; (xi) Any living quarters, sleeping apartments, or lodging rooms; 28 (xii} Any veterinary hospital or animal raising facili- ties (except that this prohibition shall not prohibit pet shops); (xiii) Any mortuary; (xiv) Any establishment selling or exhibiting porno- graphic materials; (xv) Any bar., tavern, restaurant or other establishment whose reasonably projected annual gross revenues from the sale of alcoholic beverages for on-premises consumption exceeds sixty percent (60%) of gross revenues arising of such business; (xvi) Any flea market, amusement arcade, pool or billiard hall, car wash, or dance hall; (xvii) Any establishment selling or exhibiting merchan- dise or paraphernalia related to the use or production of illicit drugs such as a "roach clip", "water pipe", "bong", "toke", "coke spoon", "cigarette papers", "hypodermic syringe" or any books, magazines, newspapers or video tapes which would be obscene under the prevailing law. (B) The following use and occupancy restrictions shall be applicable to the Developer Tract: (i) No restaurant in excess of 500 square feet of floor area shall be located thereon within 150 feet of the Lechmere Building; • (ii) No theater shall be located thereon within 600 feet of the Lechmere Building Area; (iii) No health spa shall be located thereon within 400 feet of the Lechmere Building and no such spas in the aggre- gate shall exceed a total of 5,000 square feet of Floor Area. 29 (C) The name "Lechmere" shall not be used to identify the Shopping Center or any business or trade conducted on the Developer Tract. (D) No merchandise, equipment or services shall be displayed, offered for sale or lease, or stored within the Common Area; provided however, that the foregoing prohibition shall not be applicable to (i) the storage of shopping carts, and (ii) tem- porary Shopping Center promotions, except that no promotional activities will be allowed without the prior written approval of Developer and Lechmere, such approval may be withheld in their sole and absolute discretion. Developer and Lechmere agree that not more than 3 "sidewalk" sales may be held each year provided that they are conducted in a clean and orderly fashion that will not interfere with customers access and are limited to the sidewalk or storefront areas on Developer's Tract. (E) No Permittee shall be charged for the right to use the Common Area without the consent of Developer and Lechmere. (F) Each Party shall use its best efforts to cause the employees of the Occupants of its Tract to park their vehicles only within areas designated by Developer and Lechmere for employee parking. 5.2 Lighting. (A) After completion of the Common Area lighting system, Developer hereby covenants and agrees to keep the Common Area fully illuminated each day from dusk to at least 30 minutes after a mutually agreed upon closing time that is consistent with local • retail practice. Both parties agree to keep their respective exterior building security lights on from dusk until dawn. (B) It is recognized that Lechmere may wish to have the Common Area lights continue to burn beyond the required period. Accordingly, Lechmere shall have the right, at any time to ~0 require the Developer to keep the Common Area lights on until a later hour as stipulated by Lechmere; provided that Lechmere notifies the Developer of such request not less than five (5) days in advance. Lechmere shall state the period during which it wishes the lights to be kept on to a later hour and shall pay to the Developer the cost to Developer of electrical power to pro- vide such extra-hours illumination. The Parties shall attempt to agree to the cost of such electrical power and if they cannot do so, then the amount Lechmere is obligated to pay shall be deter- mined from the power costs as estimated by the electrical utility company furnishing such power, or if the utility fails to do so, by a reputable engineer. 5.3 Signs. No exterior identification signs shall be allowed within the Shopping Center except as set forth hereinafter. (A) No freestanding sign shall be permitted within the Shopping Center unless constructed in areas designated on the Site Plan, and only one such sign may be located in each designated area. Except for the Outparcel, each sign may be used to identify the Shopping Center name,' Lechmere and not more than three (3) Occupants of Developer's Tract with the Shopping Center name and Lechmere's name receiving equal prominence and size while the other Occupants, if any, shall be of less prominence and size as agreed to by Developer and Lechmere. The freestanding sign designated as being for the Outparcel on the Site Plan shall be of a size and height approved by Lechmere and Developer but in no event shall it be as high or as prominent as any freestanding sign used to identify the Shopping Center or Lechmere. the designation of a freestanding sign location on .a Tract shall in no way obligate the benefiting Party to construct such freestanding sign. However, if such a freestanding sign is constructed, the benefiting Party shall be responsible for the sign's operation and maintenance on a first-class basis. Developer and Lechmere shall have the right to approve the design 31 and size of all freestanding signs; provided, however, that Developer hereby approves the use by Lechmere of its standard prototype identification sign as the same exists from time to time. Any national or regional Occupant may utilize the design of their standard prototype sign. Notwithstanding anything above to the contrary, each Party shall be permitted to place within the Common Area located on its Tract directional signs or informational signs such as "Handicapped Parking", the temporary display of leasing infor- mation and during the initial construction of the Shopping Center one temporary sign identifying the Shopping Center, Developer, Lechmere and the principal contractors (not to ,exceed four (4)), together with a temporary sign identifying any lender. (B) No exterior identification sign attached to a building shall be of the type set forth below: (i) placed on canopy roofs extending above the building roof, placed on penthouse walls, or placed so as to project above the parapet, canopy, or top of the wall upon which it is mounted; (ii) placed at any angle to the building; provided, however, the foregoing shall not apply to any sign located under a sidewalk canopy if such sign is at least eight (8) feet above the sidewalk; . (iii) painted on the surface of any building. No exterior sign shall identify leased departments or concession- - aires. (C) Neither exterior identification signs attached to buildings nor freestanding signs shall be of the type set forth below: 32 (i) flashing, moving or audible signs; (ii) signs employing exposed raceways, exposed neon tubes, exposed ballast boxes, or exposed transformers; (iii) paper or cardboard signs, temporary signs (exclusive of contractor signs), stickers or decals; pro- vided, however, the foregoing shall not prohibit the place- ment at the entrance of each Occupant's space a small sticker or decal, indicating hours of business, emergency telephone numbers, temporary signs (not to exceed 90 days) indicating that a tenant is "coming soon" and other similar bits of information. 5.4. Insurance. (A) Each Party with respect to its building shall maintain or cause to be maintained in full force and effect Comprehensive. General Liability Insurance, including Personal Injury Liability Insurance and Contractual Liability Insurance with a financially responsible insurance company or companies licensed in the state where the Shopping Center is located, with a minimum Best's rating of A:X; such insurance to provide for a limit of not less than Three Million Dollars ($3,000,000.0.0} for bodily injury or death to any one person, for a limit of not less than Five Million Dollars ($5,000,000.00) for bodily injury or death to any number of persons arising out of any one occurrence, and for a limit of not less than One Million Dollars ($1,000,000.00) for any property damage. (B) The Parties each agree that they will, jointly, com- mencing on the date of this REA and for the Term of this REA maintain Comprehensive General Liability Insurance, including Personal Injury Liability Insurance with a financially respon- sible insurance company or company licensed in the state where the Shopping Center is located, with a minimum Best's rating of 33 A:X; against claims on account of bodily injury or death and pro- perty damage occurring upon, in, or about the Common Areas, such insurance to afford protection to the limit of not less than Three Million Dollars ($3,000,000) in respect of injury or death to any one person and to the limit of not less than Five Million Dollars ($5,000,000) in respect of injury or death to any number of persons arising out of any one accident, and such insurance against property damage to afford protection to the limit of not less than One Million Dollars ($1,000,000} in respect of any instance of property damage. Such insurance shall be effected under a joint policy under the terms of which each of the Parties shall be a named insured. Developer is hereby designated the agent of the other Parties for the purpose of obtaining such .insurance, provided that the approval of the other Parties as to the insurer, terms and costs shall first be obtained. The pre- mium for said policy shall be borne by the Parties as a Common Area Maintenance Cost. Each Party reserves the right to withdraw from participation in the joint Common Area insurance herein pro- vided that the Party withdrawing shall provide ninety (90) days' written notice prior to expiration of anniversary date and ir. lieu thereof said Party shall obtain a separate policy of insurance in the amount set'~forth above and shall maintain the same in effect as herein provided. (C) Such insurance, as provided for in A and B above, shall include the following minimum requirements: (i) shall provide that the policy may not be cancelled or materially reduced in amount or coverage without at least 30 days prior written notice by the insurer to each of the other Parties; (ii) shall include the other Parties as additional insureds; (iii) shall provide for severability of interests; 34 (iv) shall provide that an act or omission of one of the insureds or additional insureds which would void or otherwise reduce coverage, shall not reduce or void the coverage as to the other additional insureds or the insured, respectively. Except for claims paid pursuant to the joint policy described in B, such insurance shall specifically extend to the contractual obligation of the insured Party arising out of the indem- nification obligations set forth herein. Each Party ("Indemnitor") .covenants and agrees to indemnify, defend and hold harmless the other Party ("Indemnitee") from and against all claims, costs, expenses and liability (including reasonable attorney's fees and cost of suit incurred in connection with all claims) including any action or proceedings brought thereon, arising from or as a result of the injury to or death of any per- son, or damage to the property of any person or entity which shall occur on the Tract owned by each Indemnitor, except for claims caused by the negligence or willful act or omission of such Indemnitee, its licensees, concessionaires, agents, ser- vants, or employees, or the agents, servants, or employees of any licensee or concessionaire thereof. Said indemnity shall be limited to the amounts of the coverage described in A. The Parties agree to review the minimum limits set forth above every ten (10) years and further agree to adjust such limits if cir- cumstances warrant. (D) Effective upon the completion of construction of improvements, the constructing Party will carry or cause to be carried, fire insurance with an extended coverage endorsement with a financially responsible insurance company or companies licensed in.the state where the Shopping Center is located, with a minimum Best's rating of A:X, in an amount at least equal to eighty percent (80%) of the replacement cost (exclusive of the cost of excavation, foundations, and footings) of the buildings and improvements located on its Tract, such coverage extending at least to the following perils: loss or damage by fire, windstorm, cyclone, tortzado, hail, explosion, riot, riot ~5 attending a strike, civil commotion, malicious mischief, van- dalism, aircraft, vehicle, smoke damage, and sprinkler leakage. Each Party (the "Releasing Party") hereby releases and waives for itself and on behalf of its insurer, any other Party (the "Released Party") from any liability for any loss or damage to all property of such Releasing Party located upon any portion of the Shopping Center, which loss or damage is of the type generally covered by fire insurance with an extended coverage endorsement, irrespective either of any negligence on the part of the Released Party which may have contributed to or caused such loss, or of the amount of such insurance required or actually carried. Each Party agrees to use its best efforts to obtain, if needed, appropriate endorsements to its policies of insurance with respect to the foregoing release; provided, however, that failure to obtain such endorsements shall not affect the release hereinabove given. Each Party ("Indemnitor") covenants and agrees to indemnify, defend and hold harmless each other Party ("Indemnitee") from and against all claims asserted by or through any occupants of the Indemnitor's Tract for any loss or damage to the property of such occupant located upon the respective Indemnitor's Tract, which loss or damage is of the type generally covered by fire insurance with an extended coverage endorsement irrespective of any negligence on the part of the Indemnitee which may have contributed to or caused such loss. (E) Prior to commencing any construction activities within the Shopping Center, each Party shall obtain or require its contractor to obtain and thereafter maintain so long as such construction activity is occurring, at least the minimum insurance coverages set forth below: (i) Workers' Compensation - 'statutory limits (ii) Employers Liability - $100,000 ~E J (iii) Comprehensive General and Comprehensive Auto Liability as follows: (a) Bodily Injury - $1,000,000 per occurrence (b) Property Damage - $1,000,000 per occurrence (c) Independent Contractors Liability or Owner's Protective Liability; same coverage as set forth in (a) and (b) above; (d) Products/Completed Operations Coverage which shall be kept in effect for two (2) years after comple- tion of work; (e) "XCU" Hazard Endorsement, if applicable; (f) "Broad Form" Property Damage Endorsement; (g) "Personal Injury" Endorsements; (h) "Blanket 'Contractual Liability" Endorsement. (iv) A completed Value Form "All Physical Loss" Builders Risk Policy. If the construction activity involves the use of another Party's Tract, then the owner of such Tract shall be named as an addi- tional insured and such insurance shall provide that the same shall not be canceled without at least thirty (30) days prior written notice to the named insureds. If such insurance is can- celed or expires then the constructing Party shall immediately stop all work on or use of another Party's Tract until either the required insurance is reinstated or replacement insurance obtained. 37 (F) The insurance described above may be carried under (i) an individual policy covering this location, (ii) a blanket policy or policies which includes other liabilities, properties and locations of such party, (iii) a plan of self-insurance, pro- vided that the party so self-insuring has and maintains $40,000,000 or more of net current assets or (iv} a combination of any of the foregoing insurance programs. Provided, however, that the foregoing shall not apply to the Common Area Policy to be provided by Developer pursuant to Section (B). To the extent any deductible is permitted or allowed as a part of any insurance policy carried by a Party in compliance with 5.4, such Party shall be deemed to be covering the amount thereof under an infor- mal plan of self-insurance; provided however, that in no event shall any deductible exceed $50,000.00 unless such Party quali- fies for self-insurance pursuant to (iii) above. Each Party agrees to furnish to any Party requesting the same, a certificate(s) of insurance evidencing that the insurance required to be carried by such requested Party is in full force and effect. 5.5 Taxes and .Assessments. Each Party shall pay, or cause to be paid prior to delinquency, all taxes and assessments, with respect to its Tract, the buildings, and improvements located thereon and any personal property owned or leased by such Party in the Shopping Center (except .the taxes or assessments levied against the Bridge), provided that if the taxes or assessments or any part thereof may be paid in installments, the Party may pay each such installment as and when the same becomes due and payable. Nothing contained in this subsection shall require payment of such taxes provided that the P-arty is contesting the same at its cost and expense any such taxes and assessments with respect to its Tract in any manner such Party elects, so long as such contest is maintained with reasonable diligence and in good faith. At the time as such contest is concluded (allowing for appeal to the highest appellate court), the contesting Party shall promptly pay all such taxes and assessments determined to be owing, together with all interest, penalties and costs thereon. 38 5.6 Liens. In the event any mechanic's lien is filed against the Tract of one Party as a result of services performed or materials furnished for the use of another Party, the Party permitting or causing such lien to be so filed agrees to cause such lien to be discharged prior to entry of final judgment (after all appeals) for the foreclosure of such lien and further agrees to indemnify, defend, and hold harmless the other Party and its Tract against liability, loss, damage, costs or expenses (including reasonable attorneys' fees and cost of suit) on account of such claim of lien. Upon request of the Party whose Tract is subject to such lien, the Party permitting or causing such lien to be filed agrees to promptly cause such lien to be released and discharged of record, either by paying the indebted- ness which gave rise to such lien or by posting bond or other security as shall be required by law to obtain such release and discharge. Nothing herein shall prevent a Party permitting or causing such lien from contesting the validity thereof in any manner such Party chooses so long as such contest is pursued with reasonable diligence. In the event such contest is determined adversely (allowing for appeal to the highest appellate court), such Party shall promptly pay in full the required amount; together with any interest, 'penalties, costs, or other charges necessary to release such lien. ARTICLE VI MISCELLANEOUS 6.1 Default. (A) If any Party fails to comply with any provision herein ("Defaulting Party"), then any other Party ("Non-Defaulting Party") may; upon forty-five (45) days' prior written notice to the Defaulting Party, proceed to cure the default (and shall have a license to do so) by the payment of money or performance of some other action for the account of the Defaulting Party. The foregoing right to cure shall not be exercised if within the forty-five (45) day notice period (i) the Defaulting Party cures 39 the default, or (ii) if the default is curable, but cannot reasonably be cured within that time period, the Defaulting Party begins to cure such default with such time period and diligently pursues such action to completion. The forty-five (45) day notice period shall not be required if, using reasonable judgment, the Non-Defaulting Party deems that an emergency exists which requires immediate attention. In the event of such an emergency, the Non-Defaulting Party shall give whatever notice to the Defaulting Party as reasonable under the circumstances. (B) Within ten (10) days of written demand (including pro- viding copies of invoices reflecting costs) the Defaulting Party shall reimburse the Non-Defaulting Party for any sum reasonably expended by the Non-Defaulting Party due to cure the default, together with interest thereon. (C) In the event any Party shall institute any action or proceeding against another Party relating to the provisions of this REA, or if any default hereunder, or to collect any amounts owing hereunder, or if an arbitration proceeding is commenced by agreement of the Parties to any dispute, the unsuccessful liti- gant in such action or proceeding shall reimburse the successful litigant therein for costs and expenses incurred by the success- _ ful litigant in connection with-such action or proceeding and any appeals therefrom, including attorneys' fees and court costs. (D) All remedies are cumulative and shall be deemed addi- tional to any and all other remedies to which any Party may be entitled in law or in equity. Each Party shall also have the right to restrain by injunction any violation or threatened violation by any other Party of any of the terms, covenants, or • conditions of this REA,_or to obtain a decree to compel perfor- mance of any such terms, covenants, or conditions, it being agreed that the remedy at law for a breach of any such term, covenant, or condition (except those, if any, requiring the payment of a liquidated sum) is not adequate. 40 6.2 Interest. G7herever and as often as one Party shall not have paid any sum payable hereunder to another Party within five (5) days of the due date, such delinquent Party shall pay interest on such amount from the due date to and including the date such payment is received by the Party entitled thereto, at the lesser of: (A) The highest rate permitted by law to be paid on such type of obligation by the Party obligated to make such payment or the Party. to whom such payment is due, whichever is less; or (B) 3% per annum in excess of the base rate from time to time publicly announced by Citibank N.A., N.Y. or its successor. 6.3 Estoppel Certificate. Each Party agrees that upon writ- ten request (which shall not be more frequent than three (3) times during any calendar year) from time to time of any other Party, it will issue to a prospective mortgagee of such other Party or to a prospective successor Party to such other Party, an estoppel certificate stating: (A) whether the Party ~o whom the request has been directed knows of any default by the Requesting Party under this REA, and if there are known defaults, specifying .the nature thereof; (B) whether this REA has been assigned, modified or amended in any way by such Party (and if it has, then stating the nature thereof); (C) that to the requested Party's knowledge this REA as of that date is in full force and effect; • Such statement shall act as a waiver of any claim by the Party furnishing it to the extent such claim is based upon facts contrary to those asserted in the statement and to the extent the claim is asserted against a bona fide encumbrancer or purchaser for value without knowledge of facts to the contrary of those 41 contained in the statement, and who has acted in reasonable reli- ance upon the statement; however, such statement shall in no event subject the Party furnishing it to any liability what- soever, notwithstanding the negligent or otherwise inadvertent failure of such Party to disclose correct and/or relevant infor- mation. 6.4 Notices. All notices, ,demands, statements, and requests ("notice") required or permitted to be given under this REA must be in writing and shall be deemed to have been properly given or served, as of the date of personal delivery, or as of the date the same is deposited in the United States mail, prepaid, by registered or certified mail, return receipt requested and which shall be sent by "overnight" or expedited delivery if the same shall be available. The address of the signatories to this REA is set forth below. In the event a Party shall encumber its Tract by a mortgage and notice of such fact has been given to the Party issuing such notice, demand, statement, or request, then a copy of any notice of amounts due or notice of default directed to such mortgaging Party shall also be sent to its mortgagee. Lechmere: Lechmere, Inc. Attn: Vice President Real Estate and Construction 275 Wildwood Street Woburn, MA 01801 With a copy to: Dayton Hudson Corporation Attn: Real Property Administrator 777 Nicollet Mall Minneapolis, r9N 55402 Developer: The Sembler Company P.O. Box 41847 5959 Central Avenue St. Petersburg, FL 33710 42 With a copy to: Dennis Ruppel Johnson, Blakely, Pope, Bokor & Ruppel 911 Chestnut Street P.O. Box 1368 Clearwater, FL 33517 Any Party shall have the right from time to time and at any time, upon at least ten (10) days' prior written notice thereof in accordance with the provisions hereof, to change its respective address and to specify any other, address within the United State of America; provided, however, notwithstanding anything herein contained to the contrary, in order for the notice of address change to be effective it must actually be received; and further provided such address may not be a post office box. 6.5 Approval Rights. Unless otherwise herein provided, whenever approval is required, such approval shall not be unreasonably withheld or delayed. Unless provision is made for a specific time period, approval shall be given or withheld within thirty (30) days of the receipt of the request for approval and this automatic approval if not disapproved shall be specifically set forth in each request for approval. If a disapproval is not given within the required time period, the requested Party shall be deemed to have given its approval. If a Party shall dissaprove, the reasons therefor shall be stated. Except with respect to an approval given by lapse of time, all approvals and disapprovals shall be in writing. The "right to approve" herein reserved by Lechmere and Developer, respectively, shall be assignable by each, but only by Developer in total to a Party who owns a Tract within the Developer Tract, and only by Lechmere in total to a Party who owns a Tract within the Lechmere Tract; each successor a*signee may also assign such "right to approve" on the • same condition. If the holder of the "right to approve" trans- fers its entire ownership interest prior to assigning such "right to approve", then the transferee Party shall immediately become vested with such "right to approve". 43 6.6 Condemnation. In the event of a condemnation or a sale in lieu thereof concerning a portion or all of the Shopping Center, the award or purchase price paid for such taking shall be paid to the Party owning such land so taken; it being the intent of any other Party who might have an easement or other property interest or right under this REA in the land so taken, to release and/or waive such property interest or right with respect to such award or purchase price; provided, however, such other Party shall have the right to seek an award or compensation for the loss of its easement right or property interest to the extent such award or compensation paid or allocated for such loss does not reduce or diminish the amount paid to the Party owning such land. Notwithstanding the above, 6.6 is not intended to alter any other agreement which may exist between the owner of the land so taken and any person having an interest in said land pursuant to other contractual relationships. 6.7 Binding Effect. The terms of this REA shall constitute covenants running with the land and shall inure to the benefit of and be binding upon the signatories hereto and their respective successors and assigns who become Parties hereunder. This REA is not intended to supersede, modify, amend, or otherwise change the provisions of any prior instrument affecting the land burdened hereby. 6.8 Singular and Plural. Whenever required by the context of this REA, the singular shall include the plural, and vice versa, and the masculine shall include the feminine and neuter genders, and vice versa. 6.9 Counterparts and Signature Pages. This REA may be exe- cuted in several counterparts, each of which shall be deemed an original. The signatures to this REA may be executed and notarized on separate pages, and when attached to this REA shall constitute one complete document. 44 6.10 Negation of Partnership. None of the terms or provi- sions of this REA shall be deemed to create a partnership between or among the Parties in their respective businesses or otherwise, nor shall it cause them to be considered joint venturers or mem- bers of any joint enterprise. Each Party shall be considered a separate owner, and no Party shall have the right to act as an agent for another Party, unless expressly authorized to do so herein or by separate written instrument signed by the Party to be charged. 6.11 Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or dedication of any portion of the Shopping Center or of any Tract or portion thereof to the general public, or for any public use or purpose whatsoever. Except as herein specifically provided, no right, privileges or immunities of any Party hereto shall inure to the benefit of any third-party Person, nor shall any third-party Person be deemed to be a bene- ficiary of any of the provisions contained herein. 6.12 Excusable Delays. Whenever performance is required of any Party hereunder, that Party shall use all due diligence to perform and take all necessary measures in good faith to perform; provided, however, that if completion of performance shall be delayed at any time by reason of acts of God, war, civil com- motion, riots, strikes, picketing, or other labor disputes, una- vailability of labor or materials, damage to work in progress by reason of fire or other casualty or any cause beyond the reason- able control of a Party, then the time for performance as herein specified shall be appropriately extended by the amount of the delay actually so caused. The provisions of this section shall not operate to excuse any Party from the prompt payment of any monies required by this REA. 6.13 Severability. Invalidation of any of the provisions contained in this REA, or of the application thereof to any per- son by judgment or court order shall in no way affect any of the 45 other provisions hereof or the application thereof to any other person and the same shall remain in full force and effect. 6.14 Amendments. This REA may be amended by, and only by, a written agreement signed by all of the then current Parties except the then owner of the Outparcel, and shall be effective only when recorded in the county and state where the Shopping Center is located. No consent to the amendment of this REA shall ever be required of any Occupant cr Person other than the Parties, nor shall any Occupant or Person other than the Parties have any right to enforce any of the provisions hereof. 6.15 Captions and Capitalized Terms. The captions preceding the text of each article and section are included only for con- venience of reference. Captions shall be disregarded in the construction and interpretation of the REA. Capitalized terms are also selected only for convenience of reference and do not necessarily have any connection to the meaning that might other- wise be attached to such term in a context outside of this REA. 6.16 Minimization of Damages. In all situations arising out of this REA, all Parties shall attempt to avoid and minimize the damages resulting from the conduct of any other Party. Each Party hereto shall take all reasonable measures to effectuate the provisions of this REA. 6.17 REA Shall Continue Notwithstanding Breach. It is expressly agreed that no breach of this REA shall (i) entitle any Party to cancel, rescind or, otherwise terminate this REA, or (ii) defeat or render invalid the lien of any mortgage or deed of trust made in .good faith and for value as to any part of the . Shopping Center. However, such limitation shall not affect in any manner any other rights or remedies which a Party may have hereunder by reason of any such breach. 6.18 Time. Time is of the essence of this REA. ' 46 6.19 Non Waiver. The failure of any Party to insist upon strict performance of any of the terms, covenants or conditions hereof shall not be deemed a waiver of any rights or remedies which that Party may have hereunder or at law or equity and shall not be deemed a waiver of any subsequent breach or default in any of such terms, covenants or conditions. 6.20 Shopping Center Name. The Shopping Center shall be called Clearwater Commons, Clearwater Collection, Clearwater Home Collection, or such other name as' agreed to by Developer and Lechmere. ARTICLE VII TERM 7.1 Term of this REA. This REA shall be effective as of the date first above written and shall continue in full force and effect until 11:59 p.m. on January 31, 2036; provided, however, that the easements referred to in Article II hereof which are specified as being perpetual or as continuing beyond the term of this REA shall continue in force and effect as provided therein. Upon termination of this REA, all rights and privileges derived from and all duties and obligations created and imposed by the provisions of the REA, except as relates, to the easements men- tioned above, shall terminate and have no further force or effect; provided, however, that the termination of this REA shall not limit or affect any remedy at law or in equity that a Party may have against any other Party with respect to any liability or obligation arising or to be performed under this REA prior to the date of such termination. ARTICLE VIII CONSTRUCTION COVENANTS 8.1 Lechmere Covenants. Lechmere covenants and agrees with Developer, subject to the provisions of this REA and subject to the other provisions of this Article, that it will construct and 47 open for business to the public, or cause to be constructed and opened, a retail store under the trade name "Lechmere", or under such other name as it is doing business in a majority of its stores in Florida, on or before March 1, 1988 with not less than 60,000 square feet of Floor Area. Notwithstanding the foregoing, the hours of business, the number and types of departments to be operated in such store, the particular contents, wares and merchandise to be offered for sale and the services to be rendered, the methods and extent of merchandising and storage thereof, and the manner of operating such store in every respect whatsoever shall be within the sole and absolute discretion of Lechmere. Lechmere may operate a department or departments in its store in whole or in part by licensees, tenants and/or concessionaires. 8.2 Developer Covenants. Developer covenants and agrees, subject to the provisions of this REA, and subject to the other provisions of this Article, that it will construct and open for business to the public, or cause to be constructed and opened, retail stores on or before April 1, 1988 which shall contain at least 50,000 square feet of~Floor Area and that it will construct and open for business to the public, or cause to be constructed and opened, retail stores on or before October 1, 1988 which shall contain at least 50,000 square feet of Floor Area (the "Developer Stores"). Developer further agrees that it will use its best efforts to have the entire Floor Area of the Developer Stores open for business with a reasonable mixture and balance of .retail tenants by April 1, 1988. Thereafter Developer shall use diligent efforts to complete the balance of the Developer Stores in an expeditious fashion. In the event Developer fails to complete its construction of the Developer Stores on or before November 1, 1987, it shall provide adequate and attractive barri- cades surrounding its staging areas and buildings so as to pro- vide safe and convenient access to the Lechmere Tract. 48 8.3 Repurchase Option. Provided that Developer is not then in default pursuant to this REA, Lechmere grants to Developer the right and option to repurchase the Lechmere Tract at its fair market value as determined by appraisal (the "Option") upon the happening of any of the following events: (A) Lechmere fails to commence construction of the Lechmere Store on or before the later of (i) six. (6} months following the delivery of the Lechmere Pad to Lechmere by Developer or (ii) the obtaining by Developer of all permits necessary for the develop- ment of the Shopping Center as contemplated herein. (B) Lechmere fails to open the Lechmere Store on or before two (2) years after A above. (C) Lechmere elects not to operate in a minimum of 60,000 square feet of Floor Area for a period of one hundred eighty (180) consecutive days for reasons other than .those set forth in 6.12 hereof at any time from and after April 1, 1988. If Developer wishes to exercise the Option, Developer shall give notice of such intent to Lechmere within thirty (30) .days of the happening of any of the events set forth in subparagraphs (A), or (B). Should Lechmere fail thereafter to open for busi- ness to the public within ninety (90) days thereafter, the Developer shall designate a MAI appraiser having at least five (5) years experience in appraising real property in Pinellas County, Florida. Lechmere shall then appoint an appraiser with such minimum credentials within fifteen (15) days after receipt of notice from Developer of its appointment. The two (2) appraisers shall immediately appoint a third appraiser with such minimum credentials and such appraisers shall all promptly appraise the then fair market value of the Lechmere Tract. In the event Lechmere fails to appoint an appraiser, Developer's appraiser shall be solely responsible for determining the fair market value of the Lechmere Tract. In the event that the three (3) appraisers are not able to agree upon a fair market value, 49 ~, then the fair market value shall be deemed_to be the average of the two (2) closest appraisals. Developer must exercise the Option by giving written notice to Lechmere within thirty (30) days after Developer's receipt of notice of the appraised fair market value. If Developer fails to give such notice within the thirty (30) day period, then Developer shall be deemed to have waived the Option. In the event the Developer exercises the Option, Developer shall pay the fees and expenses of its appraiser. Lechmere shall do likewise with respect to its appraiser and the fees of the third appraiser shall be divided equally between the parties. In the event that Developer waives the Option, Developer shall pay the fees and expenses of all the appraisers. Notwithstanding the forgoing, should Developer exer- cise its option to repurchase by reason of the event described in 8.3(A), then the Developer shall have the right to repurchase the Tract for an amount equal to the purchase price paid by Lechmere plus an increased value increment calculated as the base rate from time to time publically announced by Citibank, N.A., New York or its successor. The closing shall take place at the Pinellas County Registry of Deeds on the date set forth in Developer's notice within sixty (60) days of the date on which Developer exercises the Option. The Purchase Price for the Lechmere Tract shall be paid in full at closing by Federal Funds check or wire transfer. Lechmere shall convey title at closing by quitclaim deed subject to the same easements and restrictions as contained thereon in its original purchase from Developer and such other easements and restrictions as are anticipated or per- mitted pursuant to the REA or as Developer shall have approved in writing. Likewise, .if Lechmere shall reopen within 90 days of said notice then this option shall terminate. 50 ARTICLE IX LIMITATIONS ON LIABILITY 9.1 Sale Leaseback or Mortgage. Anything in this REA to the contrary notwithstanding, if any Party shall assign its interest in this RE~~ in connection with a sale and leaseback or lease and subleaseback and simultaneously it shall become vested with a leasehold estate or similar possessory interest in its Tract by virtue of a lease made by the assignee, or lessee, as the case may be, or if, in order to secure an indebtedness, any Party shall convey its Tract by way of a mortgage and it shall retain a possessory interest in its Tract, then in no such event shall the assignee of this REA under any such sale and leaseback or lease and subleaseback or the trustee, beneficiary or mortgagee under any such mortgage, be deemed to have assumed or be bound by any of such Party's obligations hereunder and all obligations shall continue to remain those of such Party alone, so long as it shall retain such possessory interest, and performance by such Party of any act required to be performed under this REA by it or fulfillment of any condition of this REA by such Party shall be deemed the performance of such act or the fulfillment of such condition by such assignee,•lessee, trustee, beneficiary or mortgagee, as the case may be, and shall be acceptable to the other Parties with the same force and effect as if performed or fulfilled by such assignee, lessee, trustee, beneficiairy or mortgagee. No such assignee, lessee, trustee, beneficiary or mortgagee shall be treated as having assumed such party's obliga- tions under this REA until it takes possession of the applicable Tract (by foreclosure, deed in lieu of foreclosure, termination of the leaseback, or otherwise). Anything in this REA to the contrary notwithstanding, if any such mortgage on a Tract is .foreclosed or a deed delivered in lieu of foreclosure, or if a Party, having entered into a sale and leaseback or a lease and subleaseback transaction involving its Tract, shall be deprived of possession of such Tract by reason of its failure to comply with the terms of such leaseback or subleaseback, anyone who has acquired, or shall thereafter acquire, title to such Tract or a 51 leasehold estate therein shall hold the same free of any require- ments of Sections 3.1 hereof that a store be operated on such Tract, but such Party shall not, in such a case, be deemed released from its covenants under 8.1 hereof. 9.2 Developer's Limitation on Liability. Lechmere and any other Party, specifically agree to look solely to Developer's interest in the Shopping Center for collection of any judgment from Developer by reason of any default of Developer under this REA, it being specifically agreed that otherwise neither Developer nor anyone claiming under Developer (including (i) any trustee of Developer, (ii) any partner or any officer of any partner, comprising Developer, and (iii) the holder of any bene- ficial interest in the trust comprising Developer) shall ever be personally liable for any such judgment. The foregoing limita- tion on Developer's liability, however, shall not apply to the obligation of Developer to initially construct and open the Common Area and the Developer Stores. 9.3 Lechmere's Limitation on Liability. Developer and any other Party, specifically agree to look solely to Lechmere's interest in the Shopping Center for collection of any judgment from Lechmere by reason of any default of Lechmere under this REA, it being specifically agreed that otherwise neither Lechmere nor anyone claiming under Lechmere (including (i) any trustee of Lechmere, (ii) any partner or any officer of any partner, comprising Lechmere, and (iii) the holder of any beneficial interest in the trust comprising Lechmere) shall ever be per- sonally liable for any such judgment. The foregoing limitation on Lechmere's liability, however, shall not apply to the obliga- tion of Lechmere to initially construct and open the Lechmere Store. 52 SIGNATURE PACE OF OPERATION AND RECIPROCAL EASEI~1ENT AGREEMENT BETWEEN LECIih1ERE, INC. AND CLEARWATER COLLECTION ASSOCIATES, LTD. IN 4dI'I'NESS WHEREOF, the Parties have caused this REA to be executF•d effective as of the day and year first above written. CLEARWATER COLLECTION ASSOCIATES, LTD. ("Developer") By Sembler Equities, Inc., a Florida Corporation ~" il+~.~. f~~ ~ ,~.J~ ATTEST: ~w - ~ ^ , B ~. '~ L.,~ ~-'- } STATE OF ~LbR ~ OA ) ss COUNTY OF i, a~~ ) On this 2~~ day of ~~BR~ 19$7, before me a Notary Public within and for said ounty, personally appeared ~Rct,`e~ S~SFLruB(~-~ to me personally known, who, being by me duly sti:orn, did say that he is the ~~• IJ¢ZS~,0l~.+~ of S~v~n1~CkR ~R~~~1/~-4 ,~a~• _, the corporation named in the 53 r foregoing instrument, and that the seal affixed to said in~tru- ment is the corporate seal of said corporation, and that instru- ment was signed and sealed on behalf of said corporation and of Clearwater Collection Associates, Ltd. by authority of its Board of Directors and C-,RlL6aRt.,1 ~• S~~gl.~+'Z acknowledged said instrument to be the free act and deed of said corporation and said partnership. Notary Public NOTARY PUBLIC. State o! Floz{da My COmm1SSlOn expires ~, r n,.nission Expires ]2/4/19E7 Bonded through General Ins. Und. 54 , SIGNATURE PAGE OF OPERATIOI~ AND RECIPROCAL EASEMENT AGREEMENT BET6JEEN LECHMERE, INC. AND CLEARWATER COLLECTION ASSOCIATES, LTD. IN WITNESS WHEREOF, the Parties have caused this REA to be ehecuted effective as of the day and year first above written. ~ ~~ C' y ~~ ~n .,~~~ , STATE OF I "h "~ Soy A ) ss COUNTY OF Hev~he~ i'v ) Name Title ~. On this Zlo~ day of ~2t3(~..1,~-G'~/ 19 ~~ before me a Notary Public within and for said County, personally appeared ~~p,~a/ ~. ~w~,w~~;c,t-t to me personally know who, U i~c ~(cS~c~ein- being+ by me duly sworn, did say that.She is the of h,~Clt m~rL~. , ~~~ • the corporation named in the LECHMERE, INC. ("Lechmere") f ~~ B y /(~~~ J~, ~ .Name aro I nO . Emwi er ~ c.h T i t l e (~ i'cc_ P(~.8i`c9~,i,,,,) ATTEST: By . 55 .• foregoing instrument, and that the seal affixed to said instru- ment is the corporate seal of said corporation, and that instru- ment was signed acid sealed in behalf of said corporation by r ~ authority o° its Board of Directors and ~f~p ~ ~ • ~Hl~ IG acknowledged said instrument to be the free act and deed of said corporation. ^ ~~\{ 66TTY L. FP.GH ' :'~~`~'S NOTARY PUBUG, nen nepln County Minn. ? ` s.; ':n ~- My Commie Sion E.pues Mar. ?0, 7537 _; t My ccmmission e::pires '~ ~ .. C Notary P blic 56 122N.1/021387 CLEARWATER COMMONS EXHIBIT "C" SITE DESIGN CRITERIA P,. General: This section provides detailed criteria to be used in the design and documentation of the Lechmere site and surrounding areas. In addition to the specific requirements called for below for the design and construction of all on- site and off-site improvements; buildings and structures shall conform to all applicable federal, state and municipal requirements, including, but not limited to, local signing, zoning and highway ordinances, fire and building codes, regional planning directives and regulations pertaining to health, safety and environmental protection. The Developer shall bear responsibility for removing or otherwise correcting any condition obstructing the building process, such as those due to latent soil conditions or hazardous waste, that had previously gone undetected during normal geotechnical investigations. ("Latent soil conditions", as used above, shall be defined as any natural or unnatural material concealed by overburden or natural vegetation). IN THE EVENT THAT ANY GOVERNMENTAL AGENCY PLACES ANY RESTRICTIONS OR IMPOSES ANY CONDITIONS RELATIVE TO COMPLIANCE WITF-T APPLICABLE REGULATIONS BEFORE OCCUPANCY PERMITS CAN BE ISSUED FOR LECHMERE OR OTHER TENANTS ON THE SITE, THE DEVELOPER SHP.LL IMT~IEDIATELY NOTIFY LECHMERE. B. Grading and Soils: The following requirements shall apply to grading of the site and all soils investigations and work. 1. All grading plans shall show contours. Whether existing or proposed, all buildings, improvements, roads and highways, including those adjacent to the Lechmere building shall be shown in their true location. (a) The Lechmere building's main entrance and package pick-up entrance will be accessible by grade level parking only. Steps and stairs are not permitted. (b) Sidewalks at Lechmere's building will slope away from building with grade of no less than 1.5% and no more than 3.5%. All water shall be sheet drained away from Lechmere's doors. (c) Asphalt paving areas shall be graded to avoid ponding water with slopes no less than .5a and no more than 5.0%. Certain minor areas not on the Lechmere Tract may have slopes of no more than 7.0%. 2. Landscaped slopes and berms: Grading of temporary and permanent slopes shall be set to preserve the integrity of the slopes as determined by the soils engineer. However, in no case shall a landscaped slope or berm exceed 3 to 1. Retaining walls may be constructed along the Northern boundary of the Shopping Center and at such other locations as mutually agreed to by the parties. Rip-rapped slopes (if approved for use by Lechmere) must not exceed 2 to 1. 3. All building pad soil shall have a minimum bearing capa- city of 2,500 pounds per square foot at the base of the footings as well as the concrete slab. Earth stabiliza- tion and/or replacement shall be performed as necessary to meet .this minimum requirement for slab and footings. 2 4. Topsoil excavated during grading of the site shall be stockpiled and made available for use during final landscaping-operations including landscaping inside perimeter sidewalks around the Lechmere building. 5. All material, including native and imported fill, within 3 feet of any building surface, or permitted building area, including foundation concrete shall be nonexpan- sive with a plasticity index of 12 or less.. The material shall also have sufficient cohesion to stand vertically for 3 feet. The unprotected fill materials will temporarily support this condition. However, spe- cial care on the part of Lechmere should be exercised in areas adjacent to the footings excavation to avoid caving or sloughing of the sidewalk excavation. No oversize material or lumps greater than 6" in diameter will be allowed and not more than 15% of the material shall be greater than 2-1/2" diameter. • 6. Lechmere's pad should be completed by April 1, 1987, and shall include temporary utilities as outlined in Section D below. The Developer shall provide Lechmere with the Soils Engineer's written certification that Lechmere's pad work was completed in accordance with the recommendations of the Soils Engineer's written report and with all plans and specifications. THIS pJRITTEN CERTIFICATION SHALL BE RECEIVED BY LECHMERE FOR REVIEW TEN DAYS BEFORE THE PAD DELIVERY DATE. Once the pad has been delivered to Lechmere in accor- dance with the provisions of this Exhibit and the Agreement (provided that in no event shall Lechmere be obligated to accept the pad prior to March 1, 1987), Lechmere will be responsible for its maintenance. At 3 Lechmere's request, and at Lechmere's expense, Developer will crown the pad to limit weather damage. 7. Pad elevation will be set to a tollerance of plus or minus one-tenth of a foot. The pad will extend five feet beyond the building walls or to the back of the curb adjacent to the sidewalk around the buildings, whichever is further. C. Construction Road and Staging Areas: A temporary driveable surface construction road connecting tc Old Coachman Road shall be constructed and maintained in good condition throughout the construction process to provide access to the Lechmere building. Staging areas for material storage, and contractors' trailers and sheds shall"be provided. The construction road and staging areas shall be completed before the start of construction on the Lechmere building in the location outlined on the Site Plan. D. Temporary Utilities: Developer shall provide the following temporary utility services before the start of Lechmere's construction to a point approved by Lechmere not more than 25 feet from Lechmere's building pad. Lechmere or its contrac- tors shall pay (on the basis of metered use) for the operating costs of the following utility services. Clear accessibility to pad for all work within 25 feet must be completed. These temporary utilities should be delivered as part of pad delivery outlined in paragraph 7 above. 1. Storm Drainage: Provide temporary ditches or other means as necessary to divert surface storm water runoff from building pads and staging areas. Temporary drainage facilities shall be maintained by Developer until permanent storm sewers have been completed and made operational. 4 2. Water: As a minimum service, a two (2) inch line with a l~ inch meter at a pressure suitable for use without the need for pumping. 3. Electricity: Service at 208/120 volts with a minimum of 400 amps, three-phase, four wire and terminating in a weatherproof and rainproof fused disconnect switch. 4. Telephone (two lines): Developer shall coordinate with the local telephone company to assure access to Lechmere's building pad and staging areas for telephone service availability. E. Temporary Signs: Developer shall prepare and erect a tem- porary sign or signs which shall indicate Lechmere's name in a prominent position. The layout, design, size and location of such signs shall be approved by Lechmere. F. Permanent Utilities: By August 15, 1987, the Developer shall provide the following operable permanent utility services to a point approximately but no farther than, five (5) feet from Lechmere's exterior building wall, which shall be at an ele- vation and specific point of entry selected by Lechmere. Developer shall provide all the necessary preliminary coor- dination with the various utility companies to assure ade- quate service will be provided to the site. These utilities shall be provided as follows: 1. All utility lines, conduits, ducts or systems shall be underground, unless approved in writing by Lechmere. 2. Storm sewer and sanitary sewer line(s) (4-inch minimum pipe) shall have inverts sufficiently deep so as to receive all building overflow by gravity flow (except for any truck well) to approved engineering standards 5 Exhibit X _ v: i ' ' t 1 ' t I. .~ •j. G J ~ 1 u I 1 r, • ~ 3=' t it ~~ 1 o ~ I ,I •j •; ; en V { ii ~ •j j ~j ~ - I 1 II DETENTION ,U t II •7 ¢ I J ?~ ~ I tt LEChfMERE~I ~' ~ ,fi 1 ,1 « t I t. . .' I tt 1 ,, FLfT1fTE ', i ! , t ' i ~ •~ SHOPS ~ ~ !I w I S ~ . I 111 a I to ~ ~ L ~~< ~ I I it I / ~ . J s= I I I 1 ~. !: I 1 I t i to Il 1 ~ •j i - t tit p i t J I } I•I \ ~ = 1 I I I Q. I!1 z. N 1 1 J 1 3 Ip t I FUTURE ~ < i ~ = t ii n. SHOPS t I l ~ I I N ~ I O i t ~I ~1 I i I i H I~I-~ i 1_- ~ i Z~ 1 ~I V ~ li. .. 1 ~ u ~ til .I t iI I I N u I! - J 1 eA U ~: , I .. ~ I II , I ' F ,iII ~___________~~,___~__________ I t ~~ ~ I : I :` j ~ 0 1 1~ I O o t; C z I I t ;., j I ~: ~ 3 ~' ,,. t ~i i ( ~~ a I ~I ui I I u .j , _Q -- f - :: i :.t --- ~ • • I t I n ~~ • ~k. ~~~ 'c ~ .i. ': • FUTURE , • ~ t i II ~ FUTUR,. ~ • r~ - .- _ _ ... ._ 'n ~' ' .7 . °ESTtURGNT i _ • I ; ~ / I 1 1 O STORc UU I J t I t ~ / t , II , ~ :. ~ ~ 1!1 ,.. ~ • ' ~;~ -H~5 ~ - - - - - =~----- ..-._.. • OUT PA~tCEV ~ ~ 1~ ~~---r- --- ---•-~ •~'~. - Z y 1 '~.~ ~- " I SHOP$ SHO?S i 1/~ « sn at•so . aw,.ae I I I i!1 I 111 D.=~ ...... l ; ~. I ' 1 I: t .I .• FUTLtRE d:e..c I. ; ii MAJOR RETAIL 1 STORE t ' a a f II I 14 - 1 ~ 11 . e ~1 .I t 1, ' - ~~~ DETENTfON i ii E--=~=_ .. 1 c~ .. ~c.:c 1. n[' ~ I P J ' I~ 1 D[~'TJ.OPED LT 1 II t ~ ~1 Ti-iE SE;IBLER CO'~IP.4\~' ~ t ~ ~ {-~ tt s:.rtTtnutxa.n...rie waursa= ~ i ~ I I _.-.._ ,m.. ..q oa .. ~.„ 1 DREW STREET :.8 (S.R.590) ...•«~•. - ,,,g ~ _.~ EXHIBIT "X" - including, if reasonably truck dock wells located below floor slab grade. only with the consent of requirements shall be re Architect. possible, yard drains in any no more than seven (7) feet Pumping systems shall be used Lechmere. Sanitary sewer flow viewed with Lechmere's 3. The storm drainage system shall be a closed conduit system and shall include lateral connections for building roof drainage. All pertinent inlet and outlet structures, rip-rap and bank protection, with an overall design based on hydraulic analysis, including retention ponds shall be submitted to Lechmere for review and approval. Conduit capacity shall be sized by local ordinance to eliminate ponding during a ten (10) year storm with a ten (10) minute time of concentration. A minimum of eighteen (18) inches freeboard shall be maintained bet- ween building floor elevation and the water surface resulting from a 100 year frequency storm. Surface drainage swales may- be allowed in areas not used by customers, with Lechmere's prior review and approval. 4. Electrical Service: As necessary, will cause to be pro- vided underground primary electrical service lateral and- pad mounted transformer, in a manner satisfactory to Lechmere and to the utility company providing service. If the utility transformer serving Lechmere must be located beyond the minimum setback from the building (as required by local code or the utility company) due to site circulation or other criteria, the Developer shall also be responsible for the cost of conduit and cable from the secondary side of the transformer to within 5' of the building. 6 5. Telephone: Provide duct, conduit and manhole structures of the sizes and in the quantity required by Lechmere and the utility company furnishing the telephone service terminating at the point of entry. Typically, Lechmere requires a 4-inch conduit. Also, provide a blank 4" conduit for fire alarm connection per Paragraph G.4, this Appendix. 6. Utility Connection Points: With respect to the Lechmere store, actual connections with "stubbed out" utilities at points of connections will be made by Lechmere's contractor. In the case where utilities have not been installed prior to building "stub-out", the Developer shall make the connection to building and submit a cer- tificate of testing by local authorities. Permits for these connections will be obtained by Lechmere. Permit fees for such building connection will be Lechmere's responsibility, unless fees are a contribution to the cost of public system improvement or extension. thereof, to Lechmere building, in which event the fees will be Developer's responsibility. All permanent utilities required hereunder shall be available by the completion date of the utility work. 7. Domestic Water and Irrigation Lines: Lines, one water meter and backflow preventers, of the size and in the quantity specified by Lechmere and required by the supplying utility company shall be provided at a pressure suitable for use without the need for pumping. Typical Lechmere requirement is for a 2" line at 80 gallons per minute. 8. Fire Protection Systems: All fire protection systems on the site shall be designed to meet all applicable governmental requirements. 7 .t a. Subject to the foregoing requirements, fire hydrants shall be located as required by the local Fire Marshall or Public Health and Safety Offices. A]_1 parts of Lechmere's building shall be accessible by fire hydrant hose (300 feet maximum length}. b. Underground water mains shall be of a sufficient ~ size and pressure to adequately supply both fire protection and domestic demands simultaneously. c. The 8" minimum diameter fire service line with a 2,000 GPM demand flow rate shall include a fire department siamese connection and an outside control for the service main provided by Lechmere (by wall indicator valves or other equipment). All connections and valves shall be accessible and Developer shall provide any other meters, valves or vaults required by local or state ordinance. Developer shall furnish and install at its expense a backflow preventer valve. The valves are to be located on the building wall nearest to the point of connection to the building. The service will normally include a detector check valve with bypass ' meter, a two-way .siamese fire department connec- tion, wall indicator valves, and an empty 3/4" con- duit stubbed to within 5 feet of Lechmere's building. The underground lines shall be installed, tested, and certified according to NFPA 24 requirements. d. Lechmere may ascertain and make provisions for con- nection to the annunciation system at the local fire department. This work shall be treated simi- lar to the telephone utility work. 8 1 ~` e. 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S ~ ~' !/ CLEARWATER COMMONS SHOPPING CENTER SUPPLEMENTAL AGREEMENT BETWEEN LECHMERE, INC. and CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida Limited Partnership CLEARWATER, FLORIDA s SUPPLEMENTAL AGREEMENT TABLE OF CONTENTS Article Caption Article 1 Recitals Article 2 Term of Agreement Article 3 Management Fee Article 4 Lechmere's Payment for Land and Site Improvements Article 5 Special Assessments Article 6 The Bridge Article 7 Outparcel Improvement Article 8 Notice Article 9 Priority of REA Article 10 Permits and Approvals Article 11 Miscellaneous Page 1 1 2 2 3 4 4 5 5 5 6 I21H.3/021787 SUPPLEMENTAL AGREEMENT THIS AGREEf`IENT ("Supplemental Agreement") is made and entered into as of the ~1`~ day of ~8 1987, between LECHMERE, INC., a Massachusetts corpo ation ("Lechmere") and the CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida limited part- nership ("Developer"). ARTICLE 1 RECITALS 1.1 Lechmere and Developer have entered into a certain Operation and Reciprocal Easement Agreement (the "REA") of even date herewith, relating to the improvement and use of a certain tract of land located in the City of Clearwater, County of Pinellas, State of Florida, to be known as Clearwater Commons Shopping Center. 1.2 Lechmere and Developer desire to specify in a separate agreement certain financial and other terms and agreements supplementing the REA. Therefore, Lechmere and Developer, intending legally to be bound hereby, agree with each other as herein set forth. ARTICLE 2 TERM OF AGREEMENT 2.1 The term of this Supplemental Agreement shall be the same as the term of the REA. ARTICLE 3 MANAGEMENT FEE 3.1 In addition to all other charges permitted by the terms of Section 4.2(D) of the REA, Developer shall also be entitled to receive an administrative charge equal to seven percent (70) of the total Common Area Maintenance Costs. ARTICLE 4 LECHMERE'S PAYMENT FOR LAND.. AND SITE IMPROVEMENTS 4.1 By the terms of a separate Purchase and Sale Agreement, Lechmere-has agreed to buy the Lechmere Tract. 4.2 By the terms of the REA, the Developer is required to perform and construct certain on-site and off-site Common Area improvement work and to improve the pad on the Lechmere Tract ("Work"). As a contribution to the cost of the Work, Lechmere shall pay Developer the sum of One Million Dollars ($1,000,000.00) (the "Contribution"), payable in equal installments of Three Hundred Thirty-Three Thousand Three Hundred Thirty-three Dollars and 33/100 ($333,333.33) as follows: (i) ,The first installment shall be paid within 10 days following delivery to Lechmere of the Lechmere pad and acceptance of the same by Lechmere. (ii) The second installment shall be paid within 10 days following the final installation of all permanent utility lines to within five (5) feet of the Lechmere pad as provided in Article III of the REA. (iii) The final installment shall be paid within 10 days after Developer's Civil Engineer shall certify to Lechmere 2 that the Common Area work is complete. Lechmere shall have no obligation to make the final payment unless it has received contractors' affidavits and lien waivers for all of the Work or unless Developer has caused any lien to be released of record by bonding or otherwise. If Lechmere disputes the Civil Engineer's certification L-hat the Work is complete, then Lechmere shall give Developer notice that Lechmere does not agree that the Work is complete, which notice shall state with particularity what corrective work in Lechmere's opinion remains to be done for the Work to be complete; within thirty (30) days after receiving such notice, Developer shall commence and shall thereafter diligently pursue to completion the corrective work specified in such notice. If Developer does not so commence or pursue such correc- tive work, then Lechmere may commence and pursue to completion such corrective work, and deduct all reasonable costs incurred for such corrective work from amounts otherwise due Developer, provided such corrective work conforms to all applicable provi- sions of the REA and this Supplement. . ARTICLE 5 SPECIAL ASSESSMENTS 5.1 Notwithstanding anything to the contrary contained in the REA, Developer shall pay, and indemnify and hold Lechmere harmless against, any special assessments, and all installments thereof, which may be levied against the Lechmere Tract by reason of the installation or construction of any road, any highway widening, the installation of traffic signals or off-site improvements such as sewer and water lines, or any other local improvements made in connection with the development and opening of the Shopping Center; provided, however, that in no event shall Developer be liable to Lechmere for any such special assessment which is levied in connection with any such work or improvements which is commenced two (2) years or more after the commencement of the Operating Period. J ARTICLr 6 THE BRIDGL 6.1 The parties agree that Developer shall attempt to have the Bridge {which term for the purposes of this Article shall include the land beneath it) assessed as a single tax parcel. All taxes and installments of assessments related to the Bridge shall be apportioned among the Party's to the REA i.n the same ratio that the Floor Area located on their Tract (or required to be located on their Tract pursuant to Article VIII) bears to the Floor Area located on the entire Shopping Center (or required to be located on the Shopping Center pursuant to Article VIII). ~e•,~~l~per shall have the responsibility- to pay such taxes and installments of special assessments and shall present to Lechmere a copy of the paid tax bill together with~the calculation of the L~_cr,,;~ere share of said bill.. L,~chmere shall promptly pay its share of said bill to Developer. In the event that Developer is unable to have the Bridge separate]; assessed, the taxes and installments of special assess,n~=nts related to the Bridge shall ~~: ~:stimated by the Parties based on the cost related to construction of the Bridge (without the land) to the cost of construction of all the Developer improve;vents including those related to the Common Area. Such taxes and installments of spe- •-ia_l assessments shall be treated as a Common Area Maintenance Copt notwithstanding the provisio:~s of 4.2(D)(aa) except that Deve:iopcr shall not be entitled to a::~y r•;anagement Fee as provided i:: 3.1 f_or such taxes and insta=_lments or special assessments. ARTICLE 7 OUTPARCF.;, Ih1P°,O~'EI~IENT 7.1 Notwithstanding_ anything to the contrary in the REA, a building located on the Outparc~~]. need not be of the same materials or of the same general design as the Shopping Center improvements but any such building shall be architecturally har- moneous with such improvements. t; ARTICLE 8 NOTICE 8.1 Notwithstanding any provision of the REA which states that the failure to respond to a notice within a specified period of time will constitute the approval and/or acknowledgement of certain matters, the failure of Developer to respond to a notice given by Lechmere within the specified time period or the failure of Lechmere to respond to a notice given by Developer within the specified time period, shall not constitute the approved or acknowledgement of such matters unless the notice given by the other party shall so indicate that the failure to respond, will constitute an acknowledgement and/or approval of such matters. ARTICLE 9 PRIORITY OF REA 9.1 All provisions of this Supplemental Agreement are sub- _ ject to the REA of even date herewith between Lechmere and Developer, but except as expressly herein provided otherwise, in case of any conflict, the provisions of this Supplemental Agreement shall control between the parties hereto. ARTICLE 10 PERMITS AND APPROVALS 10.1 Developer shall secure all necessary governmental per- mits and other approvals required for completion of the Common Area and for the construction and operation of the Developer stores on the Shopping Center (except for building and like per- mits required to be secured by Lechmere). In the event any such permits and ,approvals which Developer is required to secure are granted by the governmental authority with certain specified con- ditions, Developer shall do any work required to comply with such conditions. 5 ARTICLE 11 MISCELLANEOUS 11.1 All capitalized words or phrases herein appearing which are defined terms in the REA shall have the meanings herein ascribed to them in the REA, unless a contrary intent is clearly expressed. 11.2 This Supplemental Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal represen- tatives, grantees, successors and assigns. 11.3 Nothing contained in this agreement shall be construed to make Developer and Lechmere partners or joint venturers or to render either party liable for the debts or obligations of the other, except as in this agreement expressly provided. 11.4 No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or failure of performance by the other party under the provisions of this agreement shall impair any such right or power or be construed to be a waiver thereof. The failure herein to specify a right, power or. remedy accruing upon any noncompliance or failure of performance by either party hereto shall not be construed to be a waiver thereof or as impairing the right of the party thereby aggrieved to all remedies then available to such party at law or in equity by reason of such noncompliance or failure of perfor- mance. A waiver by either party hereto of any of the covenants, conditions, or agreements hereof to be performed by the other party shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. 11.5 This agreement shall be governed by and construed in accordance with the laws of the State of Florida. If any provi- sion, or portion thereof, of this agreement, shall, to any extent, be invalid or unenforceable, the remainder of this 6 agreement, or the application of such provision, or portion thereof, to any other person or circumstance, shall not be affected thereby, and each provision of this agreement shall be valid and enforceable to the fullest extent permitted by law. 11.6 Where used herein, the neuter gender shall include the masculine or feminine whenever applicable. 11.7 No agreement shall be effective to add to, change, modify, waive, or discharge this agreement in whole or in part unless such agreement is in writing and signed by the parties hereto. 11.8 This agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such coun- terparts shall together constitute one and the same instrument. 7 ,' SIGNATURE PAGE OF SUPPLEMENTAL AGREEMENT BETWEEN LECHMERE, INC. AND CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida Limited Partnership IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Agreement as a sealed instrument all as of the day and year first above written. CLEARWATER COLLECTION ASSOCIATES, LTD. ("Developer") By Sembler Equities, Inc., a Florida corporation ATTEST: 1A ~ ~„ ;, ~a ~ Name (~1. j.fT:y~;`,, ..h~rr~4~i~~:- 8 SIGNATURE PAGE OF SUPPLEMENTAL AGREEMENT BETWEEN LECHMERE, INC. AN D CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida Limited Partnership IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Agreement as a sealed instrument all as of the day and year first above written. LECHMERE INC., ("Lechmere") By ~~~~-~ ~. ~ ~ Name_K~~o I '~ ~rn rrt~rJ c ~ Title lJ,~e- ~C'eS~o~2-'~ - ATTEST: By Name Title e M ~v ~J Z `J Z ~J `J ~ 9 I~E1(& FAIR, INC. ENGINEERING ~ PLANNING ~ LAND SURVEYS 2463 ENTERPRISE ROAD CLEAR WATER, FLORIDA (613)797-8962,223-4333 ~. William L. Whitley, P.L.S. PROJECT ENGINEER t ~, January 5, 1987 /~ ~, g ~f,~,~ Sembler Equities, Inc. _ P.O. Box 41847 St. Petersburg, Florida 33743 RE: THE COMMONS - U.S. HIGHWAY 19 & DREW STREET To Whom It May Concern: I have no objections to the Sembler Equities, Inc. constructing parking spaces on my property to the north of my building, Kane Furniture Corporation. Yours very truly, ~. Maurice A. Rothman ;x,,,u„~.. 4~ ,C f MAR: sb `'Q, eoea_ _ '"' a~ ""a~ ,~,, ~• '~: `~e.~Q p J ~:~~ An easement to this will be. forthcoming. `•~e p j Qj, e •. Q id~liplf611/111,1' ,. NOTARY PUBLIC STATE OF FLORIDA NY CONNISSION EXP. GEC. 1,3440 BONGED TNRU GENERAL INS. UND. ' CL-155 10/10/86 J1 C ORIGINAL EASEMENT AGREEMENT THIS EASEMENT AGREEMENT, Made this 19th day of November, ,1986, between FLORIDA POWER CORPORATION, a corporation of the State of Florida, whose mailing address is P.O. Box 14042, St. Petersburg, Florida 33733, Party of the First Part, GRANTOR herein, and ~a~? 5959 Central Avenue, Suite 201, St. Petersburg, F~o3~0, `~a.~Fl~.'ida T.imi~-1 part-.nership Party of the Second Part, GRANTEE herein; WITNESSETH: "That the said GRANTOR, for and in consideration of the sum of Ten Dollars and 00/100 ($10.00) and other good and valuable considerations, in hand paid by the GRANTEE, the receipt of which is hereby acknowledged, and in consideration of the conditions and convenants herein contained, does hereby grant unto GRANTEE an easement and right-of-way for the sole purpose of two paved streets with culverts and 8" water main (sometimes hereinafter collectively referred to as "improvements") within the following described Easement Area in the County of Pinellas and State of Florida, to wit: Two (2) 150 foot Easement Areas lying within a certain segment of GRANTOR's fee owned 225-foot wide transmission corridor traversing a ~ North/South course through the SE 114 of SE 114 of Section 7, Township 29 South, Range 16 East, said 150-foot wide Easement Areas as depicted on sketch attached hereto as Exhibit "A" and by this reference incorporated herein and made a part hereof ,more particularly described as follows That portion of the Southeast 114 of the Southeast 1/4 of Section 7 , Township 29 South, Range 16 East, City of Clearwater, Pinellas County, Florida being further described as follows ~ Commence at the Southeast corner of said Section 7 ; thence along the South line of said Section, N. 89°36'10" W. , 1335.83 feet to the West line of said Southeast 1/4 of the Southeast 1/4; thence along said line, N. 00°50'39"E. , 400.02 feet to the POINT OF BEGINNING; thence continue along said line, N. 00°50'39"E. , 150.00 feet; thence leaving said line, S. 89°36'10"E. , 240.70 feet to the Easterly boundary of an F.P.C. right-of-way as recorded in O . R . Book 1479 , Page 95 of the Public Records of said County; thence along said line, 5.00°43'43" W. , 150.00 feet; thence N. 89°36'10" W., 241.00 feet to the POINT OF BEGINNING . Containing 0.83 acres more or less; and That portion of the Southeast 114 of the Southeast 1/4 of Section 7 , Township 29 South, Range 16 East, City of Clearwater, Pinellas County, Florida being further described as follows: Commence at the Southeast ,t corner of said Section 7 ; thence along the South line of;, said Section, N. 89°36'10" W. , 1335.83 feet to the West line of said Southeast 1/4 of the Southeast 1/4; thence along s~.id line, N. 00°50'39"E. , 1196.15 feet to the POINT OF~ BEGINNING: thence continue along said line, N. 00°50'39' E. , 150.01 feet to the Northwest corner of said Southeast 1/4 of the Southeast 1/4 thence along the North line of said Southeast 114 of the Southeast 1/4; S. 89°47'45"E., 239.10 feet to the Easterly boundary of an F.P.C. right-of-way, as recorded in O.R. Book 1479, Page 95 of the Public Records of said County; thence along said line, S. 00°43'43" W.,150.01 feet; thence N. 89°47'45" W., 239.40 feet to the POINT OF BEGINNING. Containing 0.82 acres more or less . Having a combined acreage of 1.65 acres more or less . ,~ ' ~ ~~ GRANTEE shall __ave the right to inspect, repair nd/or replace said improvements, together with all rights and privileges reasonably necessary or~ convenient for the enjoyment or use thereof for the purposes herein described, subject, however, to the following terms and conditions to which GRANTEE expressly agrees 1. That GRANTEE shall notify Joseph G. Brown, Jr. , GRANTOR's Transmission Rights-of-.Way Inspector (telephone 813/866-5109, St. Petersburg) at least 48 hours before commencing initial construction activities- within the Easement Area so that, if desirable GRANTOR can have a representative present to observe the activities . 2. That GRANTOR expressly reserves unto itself, its successors, lessees and assigns , the continued right to occupy and utilize the said Easement Area in any manner not inconsistent with GRANTEE's facilities. 3. Any costs, attorney's fees or expenses incurred by GRANTOR in construing or enforcing this Easement Agreement shall be borne by the GRANTEE. ~4. That in the event GRANTEE should remove or abandon said improvements, then the rights and privileges herein shall cease and terminate and the Easement Area shall revert to GRANTOR in its entirety. 5. That GRANTEE's operations, activities and equipment used within the Easement Area beneath or in proximity to any of GRANTOR's electric facilities shall, at all times, be in strict compliance with applicable provisions of the National Electrical Safety Code (NESC) and the Occupational Safety and Health Act of 1971 (OSHA) . GRANTEE is' further notified and hereby agrees to so notify any of GRANTEE's employees, agents, contractors, representatives or other persons engaging in GRANTEE's activities upon said Easement Area with GRANTEE's knowledge and under GRANTEE's supervision or control, that extreme caution is necessary around all of GRANTOR's electrical facilities, supporting structures, anchor guys or related appurtenances, and in the event of any damages or injuries, GRANTEE shall immediately report the nature and extent thereof to dRANTOR'S Clearwater District office, telephone 813/443-2661, Clearwater, Florida. 6. That GRANTOR's consent to GRANTEE's use of the Easement Area is limited. Such conditional and restricted consent creates privileges in the GRANTEE to use the Easement Area, only insofar as compliance with the conditions herein is continued. 7. That plans for any other utilities such as street lights, overhead or underground utilities proposed for inclusion in the Easement Area must be submitted to GRANTOR for prior approval. 8. That GRANTOR shall not be liable for damage to GRANTEE's improvements howsoever, resulting from the use or occupancy of the premises by GRANTOR. GRANTOR, however, shall not willfully cause undue damage to said improvements . 9. That GRANTEE, in and about the construction, operation, utilization and maintenance of said improvements within GRANTOR's premises, and GRANTEE so covenants, shall not therein interfere with the safe and. efficient operation and maintenance of GRANTOR's facilities . 10. That nothing contained in this grant of easement or contemplated is intended to or shall increase GRANTOR's liability for personal injury or death or for any property damage, and it is hereby expressly understood and agreed ley the GRANTEE (a) that GRANTOR does not assume any such additional liability, (b) that liability arising out ~;of the use and occupancy of the Easement Area by GRANTEE, its employees, agents, contractors, or any representative, is hereby assumed by GRANTEE and shall be at the sole and exclusive risk of GRANTEE, (c) that GRANTF~E shall answer and satisfy to GRANTOR's satisfaction any and all complaints, (d) that GRANTEE shall protect, defend, hold .harmless and indemnify GRANTOR from and against any• and all actions, claims, damages and/or loss, including costs and attorney's fees, occasioned by or growing out of any actual or claimed usage or condition of the Easement Area arising in any manner whatsoever, directly or indirectly by reason of this grant of easement to GRANTEE for the use and occupancy of GRANTOR's premises by GRANTEE, its employees, agents, contractors or any, representative, and (e) that GRANTEE covenants not to interfere with: GRANTOR's facilities in any manner whatsoever and shall fully indemnify . ' GRANTOR from any and all losses as in Section "(d)" above resulting from such interference. Page 2 of 4 Pages . 11•. That upon GR/"TTEE's breach of any condition ~^ntained herein, this • Easement Agreement aft written notification by GRAN. R to GRANTEE of such breach, and upon failure of GRANTEE to remedy or remove such breach within a period of 5 working days after receipt of such written notification, shall become null and void and all grants and rights contained herein shall thereupon immediately terminate and revert- to the GRANTOR in absolute, it being expressly understood .and agreed that the GRANTEE shall be liable for any and all losses as mentioned in Paragraph 10 above occurring up to the effective date of such termination. GRANTEE further covenants to reimburse GRANTOR for any monies expended before or after termination by GRANTOR to return the Easement Area to its original condition. • 12. That this Agreement is personal to GRANTEE and shall not be assigned or transferred in whole or in part without the express written consent of GRANTOR. 13. That the validity of this Agreement is contingent upon GRANTEE first obtaining proper zoning, authority, approval and/or permit from the appropriate governmental body or public agency having jurisdiction over such utilization at this location. If such zoning, authority, approval, and/or permit is not secured, this Agreement will be considered null and void. 14. That upon completion of operations, GRANTEE shall notify GRANTOR's Inspector of Transmission Rights-of-Way heretofore mentioned in above Paragraph 1 for inspection of the Easement Area. 15. That the validity of this Agreement is contingent upon its being properly executed on behalf of GRANTEE to signify GRANTEE'S acceptance of agreement to abide by the terms and conditions . Failure to sign this Agreement and return the marked copy to GRANTOR within 30 days from the date of agreement shall automa~ically render the Agreement null and void. 16. That GRANTEE furnish GRANTOR with a set of as built drawings within thirty days of final construction. _ 17. That other than GRANTOR's facilities, no overhead wires, poles, light standards, trees, buildings, structures, signs or obstacles shall be located, constructed, or installed within the right-of-way strip without written approval by GRANTOR. 18. That GRANTEE shall assume the sole duty, responsibility and obligation of mowing and otherwise maintaining the surface of the portion of GRANTOR'S right-of-way strip upon and across the land involved in a condition compatible with the surrounding area. 19. The entire disturbed area within the right-of-way strip including GRANTOR's patrol road shall be restored to a condition at least as good as that which existed prior to construction. 20. That a free easily passable twenty foot (20') wide accessway be retained along the length of the right-of-way strip including to all transmission line structures and on or across APPLICANT'S roadway for use by GRANTOR for emergency access and for normal maintenance and patrol purposes . 21. That all excavations for GRANTEE's utilization be . a minimum of twenty-five feet (25') from the nearest edge of GRANTOR'S transmission structures or guying. nn 4 1 ., .i .. rD A~TTllD 18 -T-~1 "i~iiirg-'6i"--g1:$1°ix~c-ac`s - "~o-zircu=aiczzc~rvz~ ~e13-1 23. That GRANTEE shall not useLa dragline or cable type .crane within GRANTOR'S right-of-way strip. • 24. That any and all piping and/or culverts within GRANTOR's right-of-way have sufficient cover to prevent breakage due to the operation of GRANTOR'S vehicles and heavy equipment within the right-of-way. 25. That no below ground grade drainage or facilities be installed without GRANTOR's review and written approval. 26. That any shrubbery planted within the right-of-way strip shall be of a variety not exceeding 12' in height. 27. That provision in NESC be adhered to regarding distances between ground and conductors. Ground elevation must not be increased more than two feet (2'). Page 3 of 4 Pages 28.. That any sprin' ~'ng system that may be install~a shall spray to a maximum distance of tr,.:nty-five feet (25') from th, nearest edge of GRANTOR's structures or guying and to a maximum height of ten feet (10'). 29. That GRANTEE be responsible for clean up of any and all spills that may occur within GRANTOR's right-of-way strip. Such spills must be reported to GRANTOR immediately. 30. That GRANTEE shall notify GRANTOR's Superintendent of Transmission Underground (i.e. ), D.M. Falvey or his designated alternate, at 813/866-5729,; St. Petersburg, at least 48 hours prior to GRANTEE's performing any excavation within GRANTOR'S right-of-way strip in order that ,GRANTOR may arrange for an authorized representative to be on site to assist in establishing the existing location of GRANTOR'S underground fuel oil pipeline and to observe all excavation activities in proximity to said pipeline within GRANTOR'S right-of-way strip. 31. That GRANTEE make special note of Guidelines involving GRANTOR'S oil pipeline attached as Pages 1 of 2 and 2 of 2 of Exhibit "B" , by this reference incorporated herein and made a part hereof, and GRANTEE shall comply fully with said Guidelines. IN WITNESS WHEREOF, the aforesaid Parties have caused these presents to be signed in their respective names by their proper officers thereunto duly authorized and their respective corporate seals to be hereunto affixed and attested, all as of the day year first above written. Signed, sealed and delivered in the presence of. pc4 . cy ~~ Signed, sealed and delivered irk the presence of FLORIDA POWER .CORPORATION (as GRAN R) By ce res dent Attest Assistant Sec tar/~ CLF,P,I241~1TL:Et OOLLI~TION ASSOCII~TES , LZD . , f~ Florida limited partnership BY:' SemUler L7quities, its sole general partner (as C~R~NTEE) By uregory 5. its i I Attu -Treasurer ~\~p, POWER ~ r_ LEGAL DEPT. ~ APPR V ~ Date / ~/ BY~ 1 Page 4 of 4 Pages .~ CIYY 8WE PRINT CO. ~' 82.5' 82.5' r° a 3'^ pd i 240 ± r° s ~ o• a, N Mo, 33' HD 2 NC 3 O 64.6 152.9 I ;,~ NW. CORNER ~ ~~ ~ M SE.IM'SE.1/~ I °' 7 45 E 239.1 n ^ • I ~- p1 '~ ~\- I ~ I-AIG-RA~€M I -'1 } I Q. ~~ to ) o~ i~ I ... F I 1 aN I ~ ^° ~ ~ ;N 9 47~45~IW 239. 0~ I I r ' P .B. 3 o ~ a in F- x ~ vi c9 m i ~ ~ I V ~ ' a ~ ~,: Z ~ A S S 36~110~~ E 240. Q I ~ XI ING PAVEME T NEB E c O _ G ~I I ~. _ ~1 U to ~ ~ a -I I o 's 0 O 33~ ~ ~ - 89°36~+ OI~W _I N ~ O o ~ 65.2' - 152.7 ~ -- z D 3 W ~ ~ _ W M N ~ i ~I ~' 7 PINEL~/~~i COUNTY ~- NORTH LINE SE.I/4, 5E. I/4 S 00°43~43~~ W ~ 150.01 r" ,,'~ o, 1I ~. :%. 0 50 100 200 SCALE I" = 100' E2LINE S 00°43~43~~W 150.00 LEC-. END ~ - EDUE OF F.P.C.(FEE-O\~IJEp~ RIW dC52 ~°-~ ~ OF~ F P.C. TtZQ.IJ~j. U~.fE 0 E/~~/~T. ~ AEE/1 F:P.C. T WE (TYP) <J y. ~IQE J W oIw r O N ~ F O 41 Z J d i F.. DREW STREET . 90R6ER SECT ON A7T 2 . N 89°36' 10"W _ 1335.83 SOU7N LI NE SEC.7 SKETCH 0 N LY - N 0 T A SURVEY SEE SHEET 2 FOR LEGAL DESCRIPTIONS CUMBEY ~ FAIR INC. ® THE COMMONS CONSULTING CIVIL ENGINEERS ' INGRESS- EGf2ESS EASEMENT ~4a3 ENTERPRISE ROAD, CLEARWATER, FLORIDA a~675 LYING IN 8CALE I "= 10 0' DATEt I O/ 15 / 86 DR D. R CHK JOB No. 334E SEC. 7 T W P 2 9 S.~ R G E. 16 E . F.l~~~itl7~ 14A,i~ Guide fines for Construction Crossin s of the Bartow to Anclote oil 1 ne The Florida Power Corporation-Bartow to Anclote TherTnal insulated oil transport line has beer installed and is operated in compliance with Title 49-Part 195 Federal D.O.T. - Transportation of Liquids by pipeline. 1. Hurled Structures - Crossing Situations The minimum clearances required for crossing situations of the B/A oil line and proposed other lines or struc- tures follows: a: Maintain 12.inches of clearance between the oil line and other pipes or structures being buried and crossing the line. b. When 12 inches of clearance is not practical, provisions can be negotiated with Florida Power Corp. for a substitution of the soil brier with • an approved barrier. 2. Minimum Soil Cover over B/A oil line The minimum soil cover requirements at any location along this Bartow to Anclote-oil pipe line had been established in compliance with Federal D.O.T, code to be 48 inches, as referenced from top of the pipe to ground level, road bed, river bottom, drain ditch. bottom, etc. Any variance in this minimum protective soil cover must be negotiated with the Florida Power Corp, for substitute, protective, equivalent approved concrete structure Drawing ~ A-S-34-A-1. 3. Paralleling - Buried Structures These are two standards o.f acceptability for parallel- ing situations: a. Florida Power Corp. R/w easements and other con- trolled areas. 1) All paralleling of buried structures and other pipes to the B/A oil line must maintain a minimum of three (3) feet surface to surface clearance. b. All paralleling situations outside the control of the Florida Power Corp.. should request the minimum three (3) feet surface ;to surface clearnace. Minimum acceptable is one (1) foot surface to surface, pro- viding adequate provisions are made for corrosion control. ~• ~_ /~l H Y 'y . • D. M. Falvey •~ 12-1G-QO Pagb 1 of 2 ~c4-~1~1T "~•, •~ i r 1 / 5eE v~rX-~G •A rr :Q .. h . -~ ~ ~ ~ / 4„~ uo~E --~ of NEE ,4../v SlAB .~ - --- -- - P L_A.N==~. ryP . Act pllou,.! D 1.._.. _ ~ 1 ; r v _.4 .. 8~, ~s M,eS i2 "c roc ,rAcN..,ny P)Q, .. . NOLG ~ - . • ~ ~ E vA :T l o ~ ~ NOTEl: M N 8 __ .S r/4~.E. I ~ Zr'ON 1. Cone, •-er11 -.r• ~i.. •Ir.nilA •( 30003.1. N !. R•b.r t• ASTM Ai16 ~r.1. 10, !. Cosa, rherll -• t.•1 .. cnwolA wrf.o• IFO/A)) 1} $ bp.7[S 4. MI.. !• •.••. •ercr •11 .r.ee~. L ~~ N ~~ ~ ~ Ela.E IIdAT[RIAL LIST /OR EACH !LA• d L ~ CONCRET[ • 0.16/1! _[_ ' R[INIORCIN! 1TE[L ~ . E06EQ~ I Z e t - Ne. 3 -.r• .r t'-31( loll 1eet.i•) Si' • 0' CQ~La_. ~ ~•- 11- No. 5 1•n •1 4' • i' (1•I.1 (oor.i.) • 61' - 1• 1 - No. S -ur of 10• (loll loolei•1 • l' 4~ 2 ~ No. a b.r• •1 1~-tom (loll feol•ic) • !~ 4' 1 . N.. a -.r• 1.1.1 •1•.1 14.1.x. Ila,• D` COVER SLABS .___.:..___.__. _ , 1 3.24•TS ADDED MATERIAL LIST PMS ~ PROJECT ..~4RTOl~Y-r1NfC07'E P/FELINE o iss ucro FoQ cu,~r~~~x a M0. OAT REVt310N pY CK. APP. FLORIDA POWER CORPORATION fT. -cT[11i•u110 /LOIIIOA OATE,,'~?o )pCALE_NUI'~(L__pY S~_CK~'~PPaT pRAWINO NO. A-5.~4 -A' ~ ~aae 2:~ ~f 2 '~ r o/~ rA ~c. 'A" __-_..... .J ~~~ ~11+ II~OM 4. Continued from 12/11 /90 Approved subject to the following conditions: ~ M&B 44.03, Sec. 31-28-16 1) The requisite occupational license shall be `'~ 2160US 19 ( N- Bank of Boston (Hard Times Cafe) CU 90-88 ' Request - To permit on premise consumption of beer, wine and liquor Zoned - CH (Highway Commercial) 5. Continued from 12/11 /90 Lots 8-10 and part of vacated alley to the north, Blk. 8, Bay View City Sub. (3006 Gulf to Bay Blvd.) Thanh Phuoc Nguyen and Kimtruc Thi Nguyen (Baby Dolls) CU 90-90 obtained within six (6) months of this public hearing; __ 2) The approvalshall be for a six (6) month trial >...I period from the date the occupational license is obtained, after which the Board shall review ~ ~~ police activity reports associated with the subject property to determine if continued approval is warranted. 3) The restaurant shall close at 1:00 a.m daily; and 4) No deliveries shall be made before 7:00 a.m. or after 10:00 p.m. Continued to February 5, 1991 Request - To permit on premise consumption of beer and wine Zoned - CG (General Commercial) C. CONDITIONAL USES 1. M&B 13.02, Sec. 01-29-15 (1911-1915 N. Hercules Ave.) Markos & Maria Poniros (Boomerang's Cafe) CU 91-01 Request - To permit on premise consumption of beer, wine and liquor Zoned - CN (Neighborhood Commercial) Approved subject to the following conditions: 1) The applicant must obtain approval by the City Commission for a variance of 110 feet to allow the 4COP license designation 190 feet from a residential zone where a minimum of 300 feet is required. 2) The applicant shall maintain the existing kitchen facilities and operate such facilities to within one (1) hour of closing and a full time cook shall be employed; 3) The requisite occupational license shall be obtained within six (6) months of this public hearing; and 4) The use shall be restricted to on-premise consumption only with no package sales. Lot 4, Clearwater Collection First Replat (21750 US 19 N.) Dayton Hudson Corp., Target Stores Division CU 91-02 Request - To permit outdoor retail sales, displays and/or storage (garden center) Zoned - CPD (Commecial Planned Development) ~ ~ e~.~. Co~~,+z Approves subject to the following conditions: 1) No temporary buildings, portable buildings, tents, stands, trailers, vending carts or like buildings or structures shall be utilized ancillary to the conditional use in accordance with Section 136.025(22)a; 2) No outdoor storage outside the area covered by the conditional use request shall be permitted; and 3) The requisite certificate of occupancy for the Garden Center shall be obtained within six (6) months from the date of this public hearing. P & Z ACTION AGENDA 2 01 /08/91 CERTIFIED MAIL RETURN RECEIPT REQUESTEll Target Corporation Property Development 1000 Nicollet Mall Minneapolis, MN 55403 ~' ~ ~ ~~~~ ~. November 1, 2002 r-~~- _.IT'y~ ~~ i ~4 . 4 2002 ~~v - CERTIFIED MAIL 1ZETUItN RIh:CEIPT REQUESTED The Sembler Company 5858 Central Avenue St. Petersburg, FL 33707-1728 Attn: Gregory S. Sembler Attn: Property Administration CERTIFIED MAIL RETURN RECEIPT REQUESTED Home Depot U.S.A., Inc. 2455 Paces Ferry Road Atlanta, GA 30339 Attn: W. Keith Valentine CERTIFIED MAIL RETURN RECEIPT REQUESTED City of Clearwater, Florida 112 S. Osceola Avenue 3rd Floor Clearwater, FL 33756 Attn: Pamela Akin, City Attorney Re: Covenants, Restrictions, Grant of Easements and Modification of Clearwater-Commons1 Shopping Center Operation and Reciprocal Easement Agreement (the "REA Modification") Ladies and Gentlemen: The Phillies hereby notifies you of the assignment, effective as of November 1, 2002, of The Phillies' right, title and interest in, to and under the REA Modification to Phillies Florida LLC, a Delaware limited liability company ("Phillies Florida"), an affiliate and wholly owned subsidiary of The Phillies. Notices to Phillies Florida under the REA Modification should be addressed to Phillies Florida in c/o The Phillies at the address for notice provided therein. The Phillies Veterans Stadium P.O. Box 7575 Philadelphia, PA 19101 Executive Offices: (215)463-6000 Sales Office: (215)463-5000 Ticket Office: (215)463-1000 www.phillies.com ,re:. 'ti Target Corporation The Sembler Company Home Depot USA, Inc. City of Clearwater November 1, 2002 Page 2 Please revise your records accordingly. Should you have any questions whatsoever, please do not hesitate contacting me. Very truly yours, THE PHILLIES By: ~~ David P. Montgomery, General Partner cc: Ruden McClosky 401 E. Jackson Street, Suite 2700 Tampa, FL 33602-5226 Attn: James B. Soble, Esquire Home Depot U.S.A., Inc. 2455 Paces Ferry Road, NW Bldg. C, 20"' Floor Atlanta, GA 30339 Attn: Jeff A. Israel, Esquire Alston & Bird LLP One Atlantic Center 1201 `,Vest Peachtree Street Atlanta, GA 30309 Attn: Daniel R. Weede City of Clearwater, Florida 100 S. Myrtle Avenue Clearwater, FL 33756 Atten: Kevin Dunbar, Director, Parks & Recreation t' Execution Copy This instrument prepared by and After recording is to be returned to: Mark G. Lawson Bryant, Miller and Olive, P.A. 201 South Monroe Street, Suite 500 Tallahassee, FL 32301 (850) 222-8611 AGREEMENT RELATING TO THE COVENANTS, RESTRICTIONS, GRANT OF EASEMENTS AND MODIFICATION OF CLEARWATER COMMONS SHOPPING CENTER OPERATION AND RECIPROCAL EASEMENT AGREEMENT THIS AGREEMENT RELATING TO THE COVENANTS, GRANT OF EASEMENTS AND MODIFICATION OF CLEARWATER COMMONS SHOPPING CENTER OPERATION AND RECIPROCAL EASEMENT AGREEMENT (hereinafter referred to as this "Agreement") is made and entered into by and between Clearwater Collection Associates, Ltd., a Florida limited partnership (hereinafter "Sembler"), the City of Clearwater, Florida (hereinafter the "City"), The Phillies, a Pennsylvania limited partnership ("The Phillies") and Target Corporation, a Minnesota corporation, formerly known as Dayton Hudson ("Target"). RECITALS A. Home Depot U.S.A., Inc., a Delaware corporation, Target, Sembler, the City, and The Phillies have entered into that certain agreement entitled "Covenants, Restrictions, Grant of Easements and Modification of Clearwater Commons Shopping Center Operation and Reciprocal Easement Agreement" recorded in the Official Records of Pinellas County, Florida, at O.R. Book 12196, Page 391, et seq. (the "Modification"). B. Sembler, the City and The Phillies are mutually desirous of releasing and waiving certain use restrictions set forth in the Modification in the event Sembler acquires of record all ownership interests in the Remaining REA Tracts (as such term is defined in the Modification). C. Upon acquisition of the Home Depot Tract (as such term is defined in the Modification) by the City, Sembler and Target are mutually desirous of releasing and waiving certain use restrictions set forth in the REA (as such term is defined in the Modification). AGREEMENT :, NOW, THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Execution Copy 1. RECITALS INCORPORATED. The foregoing recitals are true and correct and are incorporated by this reference for all purposes. 2. RELEASE OF CERTAIN RESTRICTIONS IMPOSED BY THE REA AND MODIFICATION. (A) Upon the City acquiring the Home Depot Tract of record, Sembler and Target agree and covenant that the use restriction set forth in Section 5.1(B) of the REA shall be released and of no further force'and effect. Provided, however, all applicable zoning ordinances, the City's police powers or any other governmental land use rules or regulations shall not be affected hereby. Except as agreed to and supplanted herein or by the Modification, the REA shall remain in full force and effect. (B) Upon, and only upon, Sembler acquiring of record all ownership interest in the Remaining REA Tracts, Sembler, the City and The Phillies agree that the last sentence of Section 3(B)(1) shall be deemed deleted from the Modification, so that all of the specific use restrictions contained in clauses (a) through (n), inclusive, thereof shall be thereupon released and of no further force and effect. Provided, however, all applicable zoning ordinances, the City's police powers or any other governmental land use rules or regulations shall not be affected hereby. 3. AUTHORSHIP; COUNTERPARTS. (A) All parties have participated in the drafting and preparation of this Agreement, and the provisions hereof shall not be construed for or against any party by reason of authorship. (B) This Agreement may be executed in several counterparts, each of which may be deemed an original, and all of such counterparts together shall constitute one and the same Agreement. [Remainder of page intentionally left blank.) 2 Execution Copy SIGNATURE PAGE FOR AGREEMENT RELATING TO THE COVENANTS, GRANT OF EASEMENTS AND MODIFICATION OF CLEARWATER COMMONS SHOPPING CENTER OPERATION AND RECIPROCAL EASEMENT AGREEMENT IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement as of the date first above written. SEMBLER: CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida limited partnership By: Sembler Ent corporation, y;'. By: ": Its: Attest: Its: (C~~RI'ORATE SEAL) STATE OF FL RIDA COUNTY OF ~a ~~-~-~3' ~, Inc., a Florida General Partner The for going instrument was acknowledged before me thiso~CJ~day of 2002 by ~ W ~ -~ ~~'- B L c2 as (~1~-e ~s r ~ t7•rT- •f SEMI3LER ENTERrRISES, INC., a Florida corporation, the general partner of CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida limited partnership, on behalf of said coryO~rati~on and the limited partnership. ;~~r" ";•••,, YKki lee Mctcfik NOTARY PUBLIC +: .:= MY COMMISSION t CC939311 E)~IRE$ ~:_ ;tea .~~„"' i~'~'~ 80NDED THRU TwROY FA NON URANCE, MIC sr,.,• My Commission Expires: S 0 (SEAL) Execution Copy SIGNATURE PAGE FOR AGREEMENT RELATING TO COVENANTS, GRANT OF EASEMENTS AND MODIFICATION OF CLEARWATER COMMONS SHOPPING CENTER OPERATION AND RECIPROCAL EASEMENT AGREEMENT IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement as of the date first above written. CITY OF CLEARWATER, FLORIDA, a manic' al corporation of the State of Florida . ~,~, William B. Horne, II City Manager Approved as to form: Attest: i~ -; 7 t ' -- - Pamela K. Akin Cyn , i E. Goudeau City Attorney City `C1 rk STATE OF FLORA COUNTY OF j~1~.(~1 .F . ~ ~ _E~"I-~L` The foie ~}',~g instrum t w acknowledged before ~~??~~ this day of ~1~--~1ChJ 2002 by ;c.~~c.Eti > > 1l as Cv~- and~ ~ X-~2~/L, as of the CITY OF C EARWATER, ORIDA, a manic' al corporation of the State of Florida. I ~~ :~':y DeniseA Wilson / `, / '~'' ~= NOTARY PUBLIC _. r_ MYC~MMISSIONi CC914101 EXVIRES ;•. ~o' June 18, 2004 ''f'og ad:`~ 50NDEOTNR4iRQYFAININSURANCE,INC My Commission Expires: (SEAL) 4 Execution Copy SIGNATURE PAGE FOR AGREEMENT RELATING TO COVENANTS, GRANT OF EASEMENTS AND MODIFICATION OF CLEARWATER COMMONS SHOPPING CENTER OPERATION AND RECIPROCAL EASEMENT AGREEMENT IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement as of the date first above written. THE PHILLIES: THE PHILLIES, a Pennsylvania limited partnership i i By: G<.-co~ Y~ David P. Montgomery as l Its General Partner ~~ J / ~ ~ /~ ~` Attest: ~~ Its: S~ c ~-7- ' k COMMONWEALTH OF PENNSYLVAMA COUNTY OF PHILADELPHIA The foregoing instrument was acknowledged before me this ~fr day of ~-/~.-~~~~ 2002 by David P. Montgomery as its General Partner of THE PHILLIES, a Pennsylvania limited partnership, on behalf of the partnership. He is personally known to me. e~-~a~tieed a~f~-ti~tE3tt9A. NOTARY P IC My Commission Expires: 7~--d_-~~ ::~~ ~t`'D~ f i :; F.ti 1-1 Notarial Seal Wendy S. Rossett, Notary Public City of Philadelphia, Philadelphia County y Commission Expires May 2, 2005 tylgrnbgr, Penr~vtuAnia Association of Notaries 5 Execution Copy SIGNATURE PAGE FOR AGREEMENT RELATING TO COVENANTS, GRANT OF EASEMENTS AND MODIFICATION OF CLEARWATER COMMONS SHOPPING CENTER OPERATION AND RECIPROCAL EASEMENT AGREEMENT IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement as of the date first above written. • TARGET CORPORATION, a Minnesota corporation sy: Its: Attest: Its: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this 2002 by as CORPORATION, a Minnesota corporation, on behalf of the corporation. NOTARY PUBLIC My Commission Expires: (SEAL) of TARGET day of 6 w~ `~ ~ ~ ~~ ~ C ' I Target Corporation Denice Oe Paepe Target Corporation Property Management TPN - 0710 1000 Nicollet Ave. Minneapolis, MN 55403 T (612) 761-1435 F (612) 761-8536 February 17, 2004 VIA CERTIFIED MAIL -RETURN RECEIPT REQUESTED The Sembler Company 5858 Central Ave. St. Petersburg, FL 33707-1728 Attention: Gregory S. Sembler Re: Operation and Easement Agreement ("OEA") dated February 27, 1987 by and between Target Corporation (flk/a Dayton-Hudson Corporation) ("Target") and Clearwater Collection Associates, Ltd. (dba The Sembler Company) ("Developer") Target l3Gilding - 2'!7513 JS yigh~.~:ay 19 N, Glear~+vater; FL 33755 (,T653) Ladies and Gentlemen: In accordance with Section 4.2(G) of the captioned OEA, Target hereby gives its thirty (30) days' prior written notice to Developer that it elects to takeover and assume the maintenance of the common area on the Target tract. Pursuant to Section 42(G), Developer, shall continue to: maintain and operate the Common Utility Lines of the Shopping Center regardless of location; maintain and operate any irrigation system serving the Shopping Center as a whole, regardless of location; and maintain and operate the lot lighting system serving the Shopping Center as a whole, regardless of location. Target shall continue to pay its pro rata share of these expenses. The effective date of Target's takeover and assumption of common area maintenance responsibilities shall be January 1, 2004. Please acknowledge by having an authorized signatory sign where provided below, and return to my attention. If you have any questiortis;-pla~se do not hesitate to contact me. ly .._....~ '_.~ } ~ ~~ 11i~(ii%e DCr ~pc ...~ Sr. Prope~Management Specialist Clearwater Collection Associates, Ltd. Sembler Enterprises, Inc. -; +a_ . .- ~..k, 1 day of ; ~ .~:,, ~:~ ~"1~~, 2004. -• 'Gregory S. Se `~bler It's: Senior Vice President ~~,~ ~ cc: Lee Davis, Building Services Zone Leader, Target Corporation Dan Franz, Building Services Area Manager, Target Corporation Grant Monroe, Building Services Supervisor, Target Corporation Laurie O'Donnell, Manager of Property Administration, Target Corporation Angela Miller, Property Management Accounting, Target Corporation Kurt West, Property Management Accounting, Target Corporation Judi Kasner, Risk Management, Target Corporation Debbie Darsow, Contract Administration, Target Corporation Ruden McClosky, 401 E. Jackson St., Suite 2700, Tampa, FL 33602-5226, Attn: James Soble Home Depot USA, Inc., 2455 Paces Ferry Rd., Bldg. C, 20"' Floor, Atlanta, FL 30339, Attn: W. Keith Valentine Alston & Baird LLP, 1 Atlantic Center, 1201 W. Peachtree St., Atlanta, GA 30309, Attn: Daniel Weede City of Clearwater, Florida, 112 S. Osceola Ave., 3~d Floor, Clearwater, FL 33756, Attn: Pamela Akin City of Clearwater, Florida, 1900 Grand Ave., Clearwater, FL 33756, Attn: Kevin Dunbar Veterans Stadium, P. U. Box 7575, Philadelphia, PA 19101, Attn: Uavid Montgomery Veterans Stadium, P. O. Box 7575, Philadelphia, PA 19101, Attn: William Webb *, s'.. ADJACENT TENANTS AGREEMENT THIS AGREEMENT is dated as of the 2~~ day of February, 1987, made by and between LECHMERE, INC., a Massachusetts corporation ("Lechmere"), and CLEARWATER COLLECTION ASSOCIATES, LTD., a Florida Limited Partnership ("Associates"). W I T N E S S E T H: WHEREAS, Lechmere has leased from and obtained an option to purchase from Maurice A. Rothman ("Landlord/Optionor") that certain parcel of land more fully described on Exhibit "A" attached ("Lechmere Land") in accordance with that certain Ground Lease between Lechmere, as tenant and optionee, and Landlord/Optionor, as landlord and Optionor, dated the 115 day of ~-6r~w , 1987 ("Lechmere Lease-Option"); WHEREAS, Associates has leased from and obtained an option to purchase from Landlord/Optionor that certain parcel of land which is adjacent to the Lechmere Land and is more fully described on Exhibit "B" attached ("Associates Land") in accordance with that certain Ground Lease between Associates, as tenant and optionee, and Landlord/Optionor, as landlord and Optionor, dated the ~~~ day of ~BR~r~n~ 1987 ( "Associates Lease-Option"); and WHEREAS, Lechmere and Associates intend to coordinate the development of the Lechmere Land and Associates Land so that both will become integrated portions of a commercial shopping center in accordance with the terms hereof; NOW, THEREFORE, in consideration of the foregoing, the mutual covenants hereof, and other good and valuable consideration, the parties hereto hereby agree as follows: 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated by this reference. 2. Cooperation; Agency. Associates and Lechmere agree to cooperate fully with each other to obtain the proper zoning, land use change, annexation, and all necessary permits, approvals, and subdivision platting necessary to allow the development of a commercial shopping center on the Lechmere Land and Associates Land. Lechmere hereby appoints Associates as its agent to apply for, process, and obtain all of said zoning, land use, permits, approvals, and subdivision platting (collectively, "Approvals"). Associates shall have the affirmative duty to cause the subdivision platting of the Lechmere Land and Associates Land to be completed prior to the Closing. 3. Operation and Reciprocal Easement Agreement. Lechmere and Associates have executed simultaneous with this Agreement the Operation and Reciprocal Easement Agreement, a copy of which is attached hereto as Exhibit "C" ("OREA"), and the Supplemental Agreement, a copy of which is attached hereto as Exhibit "D" ("Supplement"), so as to assure the proper .development and operation of the Lechmere Land and Associates Land as an integrated, cohesive commercial shopping center. Associates shall cause the OREA to be promptly recorded in the• Public Records of Pinellas County, Florida. The OREA shall be an encumbrance, prior to any lien, upon the leasehold estates of Lechmere and Associates in and to the Lechmere Land and Associates Land, respectively. Upon the Closing (as defined below) the OREA shall be an encumbrance, prior to any lien, upon the fee simple estates of Lechmere and Associates, or their respective successors and assigns, in and to the Lechmere Land and Associates Land, respectively. 4. Development. The parties shall promptly commence and complete the development and construction on the Lechmere Land and Associates Land in accordance with the provisions of the OREA and Supplement. ,' 5. Ground Lease Obligation. Associates shall timely perform its obligations under the Associates Lease-Option. Lechmere shall timely perform its obligations under the Lechmere Lease-Option, except that Associates shall have the duty to pay for the benefit of Lechmere the rent owed by Lechmere under Section 3 of the Lechmere Lease-Option from February 1, 1987, to the date of Closing ("Rent Indemnity"). So long as Associates is not in default of the Rent Indemnity, Associates shall be entitled to obtain from Escrow Agent (as defined below) on a monthly basis all interest earned on the Escrow Deposit (as defined below). At Closing Associates shall be paid from the Escrow Deposit an amount equal to the Rent Credit (as defined in the Real Estate Purchase Agreement attached as Exhibit "B" to the Lechmere Lease-Option ("Lechmere Purchase Contract")), minus the amount of the Security Deposit (as defined in the Lechmere Lease-Option). 6. Exercise Option; Closing. Lechmere and Associates shall send Landlord/Optionor timely notice of the exercise of their respective options to purchase under the Lechmere Lease-Option and the Associates Lease-Option so that Closing of the purchase of such options will occur simultaneously on the 1st day of September, 1987 ("Closing"). Upon such exercise, Lechmere and Associates shall perform their respective duties under the Lechmere Purchase Contract and the Real Estate Purchase Agreement attached as Exhibit "B" to the Associates Lease-Option ("Associates Purchase Contract"), respectively. Notwithstanding the failure of any condition precedent or other circumstance which gives Lechmere the right to refuse to close with Landlord/Optionor under the Lechmere Purchase Contract or Associates the right to refuse to close with Landlord/Optionor under the Associates Purchase Contract, if either Lechmere or Associates determines to close under their respective Purchase Contract, then both Lechmere and Associates must close simultaneously under their respective purchase contracts. To assure performance by Lechmere hereunder, and as partial consideration 'for Associates' agreement to give the Rent Indemnity, Lechmere has deposited on execution of this Agreement Two Million Twenty-Five Thousand Dollars ($2,025,000.00) ("Escrow Deposit") in trust with Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A. ("Escrow Agent"), which sum shall be deposited by Escrow Agent in a money market account at First Florida Bank, N.A., and shall be disbursed by Escrow Agent as follows: a. So long as Associates- is not in default of the Rent Indemnity, the interest earned on the Escrow Deposit shall be disbursed to Associates monthly and at Closing; b. Provided that Associates has fully performed the Rent Indemnity, an amount equal to the Rent Credit, minus the amount of the Security Deposit, shall be disbursed to Associates at Closing; and `c. After exercise of the Lechmere Lease-Option and the Associates Lease-Option, if directed in writing by Lechmere, Associates, and Landlord/Optionor, to entitled recipients. The term "entitled recipients" shall include Sellers (or their brokers, attorneys, or closing agents) of property to be acquired for exchange purposes in accordance with Section 22 of the Lechmere Purchase Contract ("Exchange Property") and any Exchange Agent (as defined below) for purposes of payment of improvements to any Exchange Property; d. The balance shall be disbursed to the Landlord/Optionor at Closing; and -2- e. In the event Associates is in default of this Agreement and has failed to cure such default after thirty (30) days' written notice from Lechmere, then within five (5) business days of written notice from Lechmere to Escrow Agent and Associates, Escrow Agent shall disburse to Lechmere the then balance of the Escrow Deposit, including interest accrued and not yet disbursed. 7. Closing Costs. Lechmere shal'1 pay at Closing the closing costs attributable to Lechmere in accordance with the provisions of the Lechmere Purchase Contract, except that Associates shall pay the amount of any title insurance credit due Landlord/Optionor due under the last sentence of Section 5 of the Lechmere Purchase Contract and the amount of Broker's commission, i f any . 8. Tax-Free Exchange Cooperation; Agency. Lechmere and Associates acknowledge that they each have duties under Section 22 of the Lechmere Purchase Contract and Associates Purchase Contract, respectively, to acquire and convey to Landlord/Optionor Exchange Property, which acquisition and conveyance may occur prior to or after Closing; may concern Exchange Property which is acquired with sums paid both by Lechmere and Associates; and may require construction of building improvements after acquisition but prior to conveyance to Landlord/Optionor ("Exchange Activities"). In order to facilitate and coordinate the Exchange Activities, Lechmere and Associates hereby designate the Sembler Company, a Florida corporation ("Exchange Agent"), as their agent to acquire, improve, and convey to Landlord/Optionor the Exchange Property and to conduct all Exchange Activities. Associates hereby indemnifies and holds harmless Lechmere from all claims or loss that it may suffer or which might arise as a consequence of the acts or omissions of Exchange Agent in connection with the Exchange Activities or the Exchange Property. 9. Specific Performance. The parties acknowledge that computation of monetary damages in the event of breach of this Agreement by either party would be impossible or extremely difficult. Accordingly, the parties agree that this Agreement may be enforced by specific performance; and that in the event of any litigation hereunder the losing party will pay the attorneys' fees, paralegals' fees, and costs of the losing party. 10. Florida Law. This document shall be construed and enforced in accordance with the laws of the State of Florida. 11. Grammatical Changes and Legal Construction. The use of the neuter singular pronoun to refer to either party shall be deemed a proper reference even though such party may be an individual, partnership, corporation, or a group of two or more of any of the same. ThA necessary grammatical changes required to make the provisions of this Agreement apply in the plural where there is more than one as aforesaid and to either corporations, partnerships, individuals, males or females, shall in all instances be assumed as though in each case fully expressed. This Agreement shall be construed in accordance with the applicable laws of the State of Florida. The captions and Section numbers are inserted only as a matter of convenience and in no way define or limit the scope or intent of such Sections or this Agreement. 12. Good Faith and Cooperation. Each party agrees to perform expeditiously and in good faith whatever,. acts or duties are required to be performed hereunder by that party and otherwise to cooperate and perform to give full 2ffect to this Agreement. -3- 13. Entire Agreement, Conditions Binding. This Agreement and any incorporated attachments hereto contain all the agreements between the parties; cannot be modified in any manner other than by agreement signed by the parties; and shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties. Each agreement, term, and provision of this Agreement shall be construed to be a promise, covenant, and condition. 14. Time of the Essence. Time is of the essence of this Agreement. 15. Notices. Any notice which either party may desire or require to give to the other party shall be in writing and shall be hand-delivered or sent registered or certified mail, postage prepaid, or prepaid guaranteed, overnight delivery service, to: Lechmere: With copy to: Lechmere, Inc. Dayton Hudson Corporation Attn: Vice President Attn: Real Property Administrator 275 Wildwood St. 777 Nicollet Mall Woburn, MA 01801 Minneapolis, MN 55402 Associates: With copy to: Clearwater Collection Johnson, Blakely, Pope, Associates, Ltd. Bokor, Ruppel & Burns, P.A. c/o Sembler Equities, Inc. Attn: Dennis G. Ruppel, Esq. Attn: Mr. Gregory S. Sembler 911 Chestnut St. 5959 Central Ave. Clearwater, FL 33516 St. Petersburg, FL 33710 or such other address as either party shall have designated to the other by like notice; and the time of reception of such shall ~~ - be when the same is hand-delivered or received. 16. Assignment. Neither party shall assign its rights under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. WITNESSES: ~„ ~ .,,~ , LECHMERE, INC., a `v Massachusetts corpora~t~on ~~' B v~~ ~ °~ Y~ n t Title: ~~tc~ 1/n_s~~,~~,,,~`Y,~_ WITNESSES: f ~ ~~ 7 , ,m RE135E.3-02237 CLEARWATER COLLECTION ASSOCIATES, LTD. By: SEMBLER EQUITIES, INC., a Florida corporation its sole General Partner Title : ~~~~c t . ~i ~s .' c.fc~~~ f" -4- r m u N 0 O 0 -~ M ~, m v n I L 0 a 0 W W D V/ m n ~TT V 'N'^^ I/W VI ~~~•-~ U/ m rn rn N A u ~ ~` J W ~ A Irj Q m z nt y (~ < Qjl1IdWNNm x ar , / ~ N [ a zzzzrnz c3 z womo~ ~ 0 8.,o~o~m ,~ ~ ~ ~ ~ W.Ol000OD ~ m oNOOOOz ~ o~oooo~ O ~ ~ msmifx v ., ~ ~ o rD H m N NN~+fON ~ m ~nm~omN~-a ~ O1NL•.~fT~Z ~ ~' +~ inc~ooo~~ JJ m~000'~m ^I m -~ . p ~ ~n 0 ~ ;/ O ~~ O k W ® N N N ~I ro Q A ~ ~ //^~ 1 ~ V/ ~ W ~ J ""1 n _~ ~ N 0 0 7 H r .Z r• m ~ m ~ao n ~ c ..~ _ ~ W M t rn ~ r• ~ I rn n, R h m ~ ~ ~ a D~~ a• ~ m c ~• S ry N ~~,. rnnm d L p a m 7 N N G ro U N r• r• p M UI N mo ni V=I Z m O T i ~ ~ • OLD COACHMAN L U. S. 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D>rm om Yfl .. ~ SRO 7 N ~. m O N Y D zo. .. n n 7 Z N ~ ro m z n RE-SCAN OF PG 213 DARKER lan approved~by~tlie Ammended final. site p 1988. tditness my hand and the seal of the Certified as a true and carrect c®Py• of August, 1988.~`~ Development Review Committee July 14, fourth day `~®t,Fr+et+ett®~~~m of Clearwater, Florida this twenty- b ;~ P,g City '~: •,~ ,...; ~ . `~ ,,~~•« ~ •a~ ; t ,, . . =, CIe k ~ ~ '° Deputy City ; e ~ ~~ • .,, o ~s . ~ •, r ' . .• ~ ~~ .~ .. .• <. +a~a ~ t -!~ltapttts®®s®s .. site lan that ~arking will meet note pplaced on the aced on si~e plan}. 1, There shaarkingastandards. (Note has been p Has been minimum p arking. t 2, Site plan data shall be revised to reflect additional P rmitting revised}. se state review and pe g; Project signage shall be subject to P processes• vacate the easement near the obtain approval to building permits for the 4, The applicant shall riot to ssuance of any vacation is no longer propose Phase 3 shoAcPording to Public Works-the county } phase 3 shops. a easement was amended by necessary as the dra nag shall be procured wermit far the q he initial buildiggng p 5, All re uisite certificates of occupant Notes Buildin reCthereforecall ears from the date of issuanppce oermit on May 7+ l~$7'rior to May 8: ~ommonajClear~heeinitielctbuildingept shall be procured p issuance of re uisite certificates of occupancy 1989.} ~~ Certified as a true and correct copy. Manor plan change approved by the City Manager; April 5, 198&, sub,~ect to the prevzgus «~onditions placed on the plan on Jan. 26, 1987 and Feb, 12, 19$~,-I~,''s~~eet to the removal of the existing island located an the~adrair}.-ige*eas*et~ezf~' Witness my hand and the seal of the City of Clearwat~rb~th~i~~fvurte~g'~g~~ay of April, 1988, P !V q ... `1 0 r ~~y ", ® ~ M 5./ +. k -ems +~ ~ b i, ~ ~....,...... i _ rp d ~ i* ~ ~ ~~ ~~~ t r i n .. _ .~~~ ~n a .. sT .° _ *• .a•°s Deguty Ci> ~~lerk ~~~; MINfl R PLAN CHANGE : '•; {°•*a+a~mas'.+''~~~ 3, To shift the Phase 2 building, parking lot and landscaped areas ten {10) feet to the South in order to aecomodate a walkway around the structure without encroaching into or over the drainage easement.