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DVA2011-01001; 1475 SUNSET POINT RD; FAMILY DOLLAR @ SUNSET POINTI- DVA2011-01001 1475 SUNSET POINT RD Date Received: 1/31/201110:38:16 AM Family Dollar @ Sunset Point ZONING DISTRICT: Office LAND USE: Residential/Office General ATLAS PAGE: 261A PLANNER OF RECORD: CL PLANNER: Cate Lee, Planner III CDB Meeting Date: May 17, 2011 Case Number: DVA201 1 -01001 (Related to LUP201 1 -01001 and REZ201 1 -0100 1) Agenda Item: E.3. (Related to E.1 and E.2) Owner/Applicant: Cay 1475 LLC Representative: Todd Pressman Address: 1475 Sunset Point Road CITY OF CLEARWATER PLANNING AND DEVELOPMENT DEPARTMENT STAFF REPORT GENERAL INFORMATION Request: Review of a Development Agreement between Cay 1475 LLC (the property owner) and the City of Clearwater as per Community Development Code Section 4-606. Current/Proposed Zoning Current: Low Medium Density Residential (LMDR), Office Districts: (O) and Commercial (C) Districts Proposed: Commercial (C) District Current/Proposed Future Land Use Map Categories: Current: Residential Urban (RU), Residential/Office General (R/OG) and Commercial General (CG) Proposed: Residential/Office/Retail (R/O/R) Property Use: Current: Vacant bank building Proposed: Retail sales and servic es (Family Dollar store) Existing Surrounding North: Low Medium Density Residential (LMDR) Zoning And Uses: Single family residential South: Low Medium Density Residential (LMDR) Single family residential East: Commercial (C) Vacant gas station West: Office (O) Retail store ANALYSIS: Site Location and Existing Conditions: This case involves a 1.52-acre property located at 1475 Sunset Point Road and owned by Cay 1475 LLC. The property is comprised of one parcel and is currently occupied by a structure formerly used for drive-through banking. The site is located on the south side of Sunset Point Road, approximately 150 feet west of Highland Avenue. The subject property contains a building, parking lot, and entrance on the north portion of the property fronting on Sunset Point Road, and a drive through and drive isle traversing the eastern portion of the property, Community Development Board - May 17, 2011 DVA2011-01001 - Page 1 of 6 connecting to Highland Avenue. The subject property has approximately 300 feet of frontage along Sunset Point Road and 75 feet of frontage along Highland Avenue. Properties to the north and south of the subject property have a future land use map designation of Residential Urban (RU) and are zoned Low Medium Density Residential (LMDR). The property to the east has a future land use map designation of Commercial General (CG) and is zoned Commercial (C). The property to the west has a future land use map designation of Residential/Office General (R/OG) and is zoned Office (O). Development Proposal: A request for an amendment to the Future Land Use Map of the property from Residential Urban (RU), Residential/Office General (R/OG) and Commercial General (CG) to Residential/Office/Retail (R/O/R) is being processed concurrently with this case. In addition, a request for rezoning of the property from Office (O) and Low Medium Density Residential (LMDR) to Commercial (C) is also being processed concurrently with this case. The Development Review Committee approved a Flexible Standard Development application for the Family Dollar at its March 3, 2011 meeting (issuance of development order pending approval of the associated cases). Development Agreement Request: The Development Agreement associated with the 1.52-acre site limits the use and development of the subject site to an 8,320 square foot Family Dollar store, whereas 26,484 square feet could be allowed, for a period of 10 years. The Agreement sets forth public and private obligations and requires redevelopment of the site to be consistent with the following requirements: i. Requires the Developer to build a retail store and restricts certain uses, such as adult entertainment, night clubs or bars with on premises consumption and new and used car sales; 2. Requires developer to obtain and maintain any approvals and permits necessary from Pinellas County, Southwest Florida Water Management District and the Florida Department of Environmental Protection; 3. Requires the property to be developed in conformance with the plan submitted as Exhibit 1 to Exhibit 13; a. Limits the architectural style of the building to be consistent with the rendered drawings submitted as Exhibit 2 to Exhibit B; s. Limits the building height to one story at a maximum of 20.5 feet. Additionally, the Development Agreement obligates the City to comply with the following: 1. Concurrently process the Future Land Use Map amendment under LUP201 1 -01001 and Zoning Atlas amendment under REZ2011-01001; 2. Approve site and construction plan consistent with the City's Comprehensive Plan and the submitted site plan. Community Development Board - May 17, 2011 DVA2011-01001 - Page 2 of 6 CONSISTENCY WITH THE CITY'S COMPREHENSIVE PLAN: [Section 4-606.F] Recommended Findings of Fact: In reaching a decision on whether to approve a development agreement, the Community Development Code requires City Council to determine whether the development agreement is consistent with and furthers the goals, policies and objectives of the Comprehensive Plan. Applicable goals, objectives and policies of the Clearwater Comprehensive Plan which are not supportive of the proposed development agreement include: Policy A.2.2.3 Commercial land uses shall be located at the intersection of arterial or collector streets and should be sited in such a way as to minimize the intrusion of off-site impacts into residential neighborhoods. New plats and site plans shall discourage the creation of "strip commercial" zones by insuring that adequate lot depths are maintained and by zoning for commercial development at major intersections. Goal A.5 The City of Clearwater shall identify and utilize a citywide design structure comprised of a hierarchy of places and linkages. The citywide design structure will serve as a guide to development and land use decisions while protecting those elements that make the city uniquely Clearwater. Policy A.5.5.1 Development should be designed to maintain and support the existing or envisioned character of the neighborhood. Objective A.6.2 The City of Clearwater shall continue to support innovative planned development and mixed land use development techniques in order to promote infill development that is consistent and compatible with the surrounding environment. Map A-14 (and Attachment) Neighborhood Shopping Centers and Surrounding Non-residential Uses - Neighborhood Centers typically consist of a limited number of commercial establishments that fulfill the basic needs of residents within one mile of the center. Community Development Board - May 17, 2011 DVA2011-01001 -Page 3 of 6 Table 1: Parc els West of the Subject Prope! ly to King's Highw ay Along Sunset Point Road Address(es) Linear ' FLLTM D i i Zoning Atlas i LjSe2 Current Building 3 1463 Distance 0' es gnat on Residential/Office Des gnation Office (O) Retail store Size 3,680 SF 1465 General R/OG 1455 100' Residential/Office Office (O) Dentist office 3,800 SF General (R/OG 1453 200' Residential/Office Office (O) Veterinarian 4,200 SF General R/OG 1425 300' Residential/Office Office (O) Vacant 1,750 SF General (R/OG 1419 400' Residential/Office Office (O) Daycare 4,688 SF General (R/OG 1413 500' Residential High Medium High Vacant lot N/A (RH) Density Residential MHDR 1872 667' Residential High Medium High Vacant lot N/A 1874 King's (RH) Density Residential H MHDR) Notes: 1. Linear distance in feet from the western property edge of 1475 Sunset Point Road. 2. Current use for which a current Business Tax Receipt has been obtained and recorded in City permitting software. 3. Total finished building square footage (source: Pinellas County Property Appraiser) 4. Retail sales and services is allowable only as an accessory use in the Office (O) zoning district, and is therefore, in these two cases, a nonconforming use. Recommended Conclusions of Law: The development agreement conflicts with the goals, objectives and policies of the Clearwater Comprehensive Plan as indicated in the following. The proposed extension of commercial uses along the predominantly residential Sunset Point Road corridor could negatively impact the adjacent single-family residential neighborhoods to the north and south. Sunset Point Road, west of Highland Avenue, is primarily residential in nature with office and some nonconforming retail uses. As shown in Table 1, parcels west of the subject property are characterized by small office buildings. In the Office (O) District, retail sales and services is only allowed as an accessory use. This was intended to allow small shops in office parks that would serve the needs of the office park employees. Therefore, in the two cases listed in Table 1 (a retail store and a daycare), the retail sales and services uses are nonconforming and if ever abandoned for a period exceeding six months, would not be allowed to be reestablished in the Office (O) District as primary uses. The Citywide Design Structure, as shown on Map A-14, depicts the southeast corner of Sunset Point Road and Highland Avenue, Sunset Square Shopping Center, as a Neighborhood Shopping Center. Neighborhood Centers are intended to fulfill the basic needs of residents within one mile of the center. This designated Neighborhood Center does not include the property to the west of Highland Avenue as it recognizes there is sufficient commercially designated land currently in place. The proposal to expand commercial use designations outside of the Neighborhood Center creates more commercial land than is needed to support the basic needs of the surrounding residents. Currently, the two shopping centers at the southeast corner of Sunset Point Road and Highland Avenue have 19,490 square feet of vacant commercial space. Approval of more land Community Development Board - May 17, 2011 DVA2011-01001 - Page 4 of 6 west of Highland Avenue for commercial use will add more commercially designated property in a neighborhood that has an overabundant supply of existing vacant commercial space. The associated proposed future land use map and zoning atlas amendments would allow for additional uses not allowed by two of the three subject property's current future land use and zoning designations. Some of these potential uses are incompatible with the surrounding environment and envisioned character of the neighborhood. The proposed Development Agreement would limit the more severe incompatible uses (adult entertainment, night clubs or bars and new and used car sales), but only for ten years, at which time the restrictions expire. However, at termination of the Development Agreement, the Future Land Use Map designation, the Zoning Atlas category and allowed uses, stay with the property. The City Council may enter into Development Agreements to encourage a stronger commitment on comprehensive and capital facilities planning, to ensure the provision of adequate public facilities for development, to encourage the efficient use of resources, and to reduce the economic cost of development. In summary, a public benefit must be exhibited for the City to endure the obligations associated with a Development Agreement. The proposed Development Agreement demonstrates no asset to the public, but rather is being used as a means to expand strip commercial development in a neighborhood that already contains an overabundant supply of vacant strip commercial. Approval of the proposed Development Agreement could undermine the long term integrity of the primarily single family residential neighborhood as the result would be an irreversible burden of more strip commercial development. SUMMARY AND RECOMMENDATION: The Development Review Committee (DRC) reviewed the application and supporting materials at its meeting of April 7, 2011, and deemed the development proposal to be legally sufficient to move forward to the CDB, based upon the following: Findings of Fact: The Planning and Development Department, having reviewed all evidence submitted by the applicant and requirements of the Community Development Code, finds that there is substantial competent evidence to support the following findings of fact: 1. That the 1.52-acre site is located on the south side of Sunset Point Road, approximately 150 feet west of Highland Avenue; 2. That there is a companion application to amend the Future Land Use Map designations for the subject property from Residential Urban (RU), Residential/Office General (R/OG) and Commercial General (CG) to the Residential/Office/Retail (R/O/R) designation (LUP2011- 01001), and to rezone the property from Office (O) and Low Medium Density Residential (LMDR) districts to the Commercial (C) district (REZ2011-01001); 3. That the proposed Residential/Office/Retail (R/O/R) Future Land Use Map designation limits future expansion to a maximum floor area ratio (FAR) of 0.40 and a maximum density of 18 dwelling units per acre; and 4. The proposed agreement endures for 10 years. Conclusions of Law: The Planning and Development Department, having made the above findings of fact, reaches the following conclusions of law: Community Development Board -May 17, 2011 DVA201 1 -0 1001 - Page 5 of 6 1. That the Development Agreement implements and formalizes the maximum requirements for the construction of on-site and off-site improvements under the related site plan proposal (FLS2011-02002); 2. That the Development Agreement complies with the standards and criteria of Section 4-606 of the Community Development Code; 3. That the Development Agreement is inconsistent with and the Visions, Goals, Objectives and Policies of the Comprehensive Plan. Based upon the above, the Planning and Development Department recommends the DENIAL, and recommendation of denial to the City Council, of a Development Agreement between Cay 1475, LLC (the property owner) and the City of Clearwater as per Community Development Code Section 4-606, for the property at 1475 Sunset Point Road. Prepared by Planning and Development Department Staff. Catherine Lee, Planner III ATTACHMENTS: ? Development Agreement with Exhibits ? Staff Resume ? Location Map ? Aerial Map ? Future Land Use Map ? Zoning Map ? Existing Surrounding Uses Map ? Site Photographs S: Tlanning Departmen6C D BlDevelopment Agreements (DVA)IDVA2011-01001 -Sunset Point Rd 1475- Cay 1475 LLCStaff ReportOVA2011-01001 Sunset Point Road 1475 DVA Staff Report for 51711 CDB.docz Community Development Board - May 17, 2011 DVA201 1 -0 1001 - Page 6 of 6 DEVELOPMENT AGREEMENT FOR PROPERTY IN THE CITY OF' CLEARWATER between THE CITY OF CLEARWATER, FLORIDA, and CAY 1475, LLC Table of Contents ARTICLE 1. DEFINITIONS 2 Section 1.01 Defini#ions 2 Section 1.02 Use of Words and Phrases 3 Section 1.03 Florida Statutes 3 ARTICLE 2. PURPOSE, PROPOSAL AND DESCRIPTION OF PROJECT 3 Section 2.01 Finding of Public Benefit and Purpose 3 Section 2.02 Purpose of Agreement 3 Section 2.03 Scope of Project 3 Section 2.04 Cooperation of the Parties 4 ARTICLE 3. REGULATORY PROCESS 4 Section 3.01 Land Development Regulations 4 Section 3.02 Development Approvals and Permits 5 Section 3.03 Concunency 5 ARTICLE 4. PLANS AND SPECIFICATIONS 6 Section 4.01 Plans and Specifications 6 ARTICLE 5. PROJECT DEVELOPMENT 7 Section 5.01 Ownership of Project Site 7 Section 5.02 Project Site 7 Section 5.03 City's Obligations 7 Section 5.04 Obligations of the Developer 7 ARTICLE 6. PRIVITY 7 Section 6.01 City not in Privity 7 -" ARTICLE 7. INDEMNIFICATION 8 Section 7.01 Indemnification by the Developer 8 Section 7.02 Indemnification by the City 8 Section 7.03 Limitation of Indemnification 9 ARTICLE 8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER 9 Section 8.01 Representations and Warranties 9 Section 8.02 Covenants 11 ARTICLE 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CITY 12 Section 9.01 Representations and Warranties 12 Section 9.02 Covenants 13 ARTICLE 10. CONDITIONS PRECEDENT 14 Section 10.01 The Developer's Obligation to Proceed 14 Section 10.02 Construction of Project 14 Section 10.03 Responsibilities of the Parties for Conditions Precedent 14 ARTICLE 11. TERMINATION 15 Section 11.01 Termination 15 ARTICLE 12. RESTRICTIONS ON USE 15 Section 12.01 Project 15 ARTICLE 13. MISCELLANEOUS 15 Section 13.01 Assignments 15 Section 13.02. Successors and Assigns 16 Section 13.03 Notices 16 Section 13.04 Applicable Law and Construction 17 Section 13.05 Venue; Submission to Jurisdiction 17 Section 13.06 Estoppel Certificates 17 Section 13.07 Complete Agreement; Amendments 17 Section 13.08 Captions 18 Section 13.09 Holidays 18 Section 13.10 Exhibits 18 Section 13.11 No Brokers 18 Section 13.12 Not an Agent of City 18 Section 13.13 Memorandum of Development Agreement 18 Section 13.14 Public Purpose 18 Section 1315 No General Obligation 18 Section 13.16 Other Requirements of State Law 19 Section 13.17 Technical Amendments, Survey Corrections Section 13.18 Term; Expiration; Certificate Section 13.19 Approvals Not Unreasonably Withheld Section 13.20 Acceptance Contingency Section 13.21 Effective Date Exhibits A. Legal Description of Controlled Property and Property Site B. Project Description. C. Pen-nits and Approvals D. Project Development Schedule 19 19 20 20 20 23 24 25 26 This Agreement for Development of Property (the "Agreement") is made as of this day of , 2011, by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the City), and CAY 1475, LLC, a Florida limited liability company (the Developer). WITNESSETH: WHEREAS, CAY 1.475, LLC. has proposed to develop a mixed use project on . certain property fronting on Sunset Point Road (the Project Site); and WHEREAS, it is necessary that the City take certain actions in order to make it possible for CAY 1475, LLC. to develop the Project Site; and WHEREAS, under Section 163.3223, the City has adopted Section 4-606 of the City's Community Development Code, establishing procedures and requirements to consider and enter into development agreements; and WHEREAS, the City has conducted such hearings as are required by and in accordance with Chapter 163.3220 et sea. Fla. Stat.? and applicable law; and WHEREAS,.the City has determined that as of the Effective Date of this Agreement, the proposed development is consistent with the City's Comprehensive Plan and Land Development Regulations; WHEREAS, at a duly called public meeting on , 2011, the City Council approved this Agreement, and authorized and directed its execution by the appropriate officials of the City; and WHEREAS, the Developer desires to develop the property by demolishing the existing Bank building and to construct a retail building generally conforming to the architectural elevation dimensions shown on Exhibit "B." WHEREAS, the Community Development Board approved the design and site plan as DVA 2011-01011at meetings on , 2011 and , 2011; and WHEREAS, the members of CAY 1475, LLC have approved this Agreement and have authorized certain individuals to execute this Agreement on its behalf. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: 1 ARTICLE 1. DEFINITIONS. 1.01. Definitions. The terms defined in this Article 1 shall have the following meanings except as herein otherwise expressly provided: 1. Agreement" means this Agreement for Development of Property including any Exhibits and any amendments thereto. 2. "City" means the City of Clearwater, Florida, a Florida municipal corporation. 3. "City Council" means the governing body of the City. 4. "Commencement Date" means the date on which Developer commences or causes a Contractor to commence construction (see Section 5.05(12)). 5. "Completion Date" means the date on which the last certificate of occupancy required for the Project is issued. 6. "Construction Completion" means the date a Construction Completion Certificate is issued (see Section 7.03). 7. "Controlled Property" means those properties within the Project Site which are owned by the Developer and are more particularly described in the legal description set out in Exhibit A to this Agreement. 8. "Developer" means, for the purposes of this Agreement, CAY 1475, LLC. and its successors and assigns as provided in Article 18. 9. "Effective Date" means the date of approval and execution of this Agreement. 10. "Exhibits" means those agreements, diagrams, drawings, specifications, instruments, forms of instruments, and other documents. attached hereto and designated as exhibits to, and incorporated in and made .a part of, this Agreement. "Permits" means all land development approvals and consents required to be granted, awarded, issued, or given by any governmental authority in order for construction of the Project, or any part thereof, to commence, continue or be completed. See Exhibit C. 12. "Plans and Specifications" means, as to each part of the Project to be developed, the site plan for the Project to be developed, filed with the City as required by the Land Development Regulations for the purpose of review and approval. 2 13. "Project" means, collectively, the concept of development for a retail store proposed by the Developer as described in . Section 2.03(1) of this Agreement and the preliminary site plan which is attached hereto as Exhibit B. 14. "Project Site" means the land area generally bounded by Sunset Point Road, which is more particularly described and depicted on Exhibit A (see Section 5.02). 16. "Termination Date" means the date a termination certificate is issued. 16. "Termination for Cause" means a termination which results from an uncured, material breach of the Agreement. 1.02. Use of Words and Phrases. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural as well as the singular number, and the word "person" shall include corporations and associations, limited liability corporations and partnerships, including public bodies, as well as natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Agreement and not solely to the particular portion thereof in which any such word is used. 1.03. Florida Statutes. All references herein to Florida Statutes are to Florida Statutes (2010), as amended from time to time. ARTICLE 2. PURPOSE AND DESCRIPTION OF PROJECT. 2.01. Finding of Public Purpose and Benefit. The proposed Project and the design, construction, completion and operation of the Project, and each part thereof, is hereby found by the parties hereto: (1) to be consistent with and in furtherance of the objectives of the Comprehensive Plan of the City of Clearwater, (2) to conform to the provisions of Florida law, (3) to be in the best interests of the citizens of the City, (4) to further the purposes and objectives of the City. 2.02. Purpose of Agreement. The purpose of this Agreement is to provide for the development of the Project Site and the construction of certain improvements, all to enhance the quality of life, increase employment and improve the aesthetic and useful enjoyment of the City, all in accordance with and in furtherance of the Comprehensive Plan of the City of Clearwater and as authorized by and in accordance with the provisions of Florida law. 2.03. Scope of the Project. The Project shall only include private parking and retail uses and appropriate accessory uses and shall be developed in conformity with the preliminary 3 plans of development which are attached as Exhibit B. Prohibited uses shall include adult entertainment, night clubs or bars with on premises consumption and new and used car sales. 2. Nothing shall preclude the Developer from developing or operating all or portions of the Project elements using any ownership format permitted under Florida Statutes including individual ownership formats. 3. The development shall consist of a one story retail store (Family Dollar Store) consisting of 8,320 square feet facing north to Sunset Point Road with associated parking, pedestrian sidewalks, storm water management system, landscaping, driveways, utilities, and associated infrastructure and its allowed use is retail. The height in feet as proposed would 25 feet to the high parapet. 4. FAR allowed is 0.40, FAR proposed is 0.125; ISR allowed is 0.85 and ISR proposed is 0.645. 5. Current Land Use is R/O/G, CG + RU and is anticipated to be changed to R/O/R. Current Zoning is O, C and LMDR and is anticipated to be changed to C. 2.04. Cooperation of the Parties. The City and the Developer recognize that the successful development of the Project and each component thereof is dependent upon the continued cooperation of the City and the Developer, and each agrees that it shall act in a reasonable manner hereunder, provide the other party with complete and updated information from time to time, with respect to the conditions such party is responsible for satisfying hereunder and make its good faith reasonable efforts to ensure that such cooperation is continuous, the purposes of this Agreement are carried out to the full extent contemplated hereby and the Project is designed, constructed, completed and operated as provided herein. ARTICLE 3. REGULATORY PROCESS. 3.01. Land Development Regulations. 1. Land Use Designation. The Project Site is designated RIM in the City's Land Development Regulations. 2. Amendments. The City agrees to initiate amendments, if necessary, to the Comprehensive Plan of the City of Clearwater, and amendments have been approved prior to execution of the DVA. 4 3.02 Development Approvals and Permits. 1. Applications for Development Approval. The Developer shall prepare and submit to the appropriate governmental authorities, including the City, applications for approval of all plans and specifications necessary for the Project, and shall bear all costs of preparing such applications, applying for and obtaining such permits, including payment of any and all applicable application, inspection, regulatory and impact fees or charges. The City shall, to the extent possible, expedite review of all applications, including foundation permits. A list of all permits and approvals required to implement the provisions of this agreement is attached as Exhibit "C". The failure of this Agreement to address a particular permit, condition, or term of restriction shall not relieve the Developer of.the necessity of complying with the law ( governing said permitting requirements, conditions, terms or restrictions. 2. Schedule. A Project'Development Schedule is attached to this Agreement as Exhibit D that identifies the scheduled tasks for the project together with the start and completion dates for the project. Adherence to the schedule will enable the Developer to document a continuous construction project to the State of Florida. 3. City Cooperation and Assistance. The City shall cooperate with the Developer in obtaining all necessary Permits required for the construction, completion and opening for business of the Project. 4. City Authority Preserved. The City's duties, obligations, or responsibilities under any section of this Agreement, specifically including, but not limited to, this Section 3.02, shall not affect the City's right, duty, obligation, authority and power to act in its govemmental or regulatory capacity in accordance with applicable laws, ordinances, codes or other building regulations. Notwithstanding any other provision of this Agreement, any required permitting, licensing or other regulatory approvals by the City shall be subject to the established procedures and substantive requirements of the City with respect to review and permitting of a project of a similar or comparable nature, size and scope. In no event shall the City, due to.any provision of this Agreement, be obligated to take any action concerning regulatory approvals except through its established procedures and in accordance with applicable provisions of law. 3.03. Concurrency. 1. Concurrence Required. The parties hereto recognize and acknowledge that Florida law (specifically, Part 11, Chapter 163,.Flodda Statutes, and Rule 9J-5, Florida Administrative Code, collectively the "Growth Management Act") 5 imposes restrictions on development if adequate public improvements are not available concurrently with that development to absorb and handle the demand on public services caused by development. The City has created and implemented a system for monitoring the effects of development on public services within the City. The Developer recognizes and acknowledges it must satisfy the concurrency requirements of Florida law and the City's regulations as applied to this Project. Specifically, the transportation concurrency requirements have or will be met. 2. Reservation of Capacity. The City hereby agrees and acknowledges that as of the Effective Date of this Agreement, the Project satisfies the concurrency requirements of Florida law. The City agrees to reserve the required capacity to serve the Project for the Developer and to maintain such capacity for a period of three (3) years from the Effective Date of this Agreement and that such period shall be automatically extended for an additional three (3) years if the Developer commences construction within the initial three (3) year period. The City recognizes and acknowledges that the Developer will rely upon such reservation in proceeding with the Project. 3. Required Public Facilities. - In addition to the obligations of the City and the Developer set out in Article 5 of this Agreement, the following public facilities are available concurrent with the impacts of the development, i.e., a. Sewer and Water services are available from City of Clearwater. b. Roadway level of service is acceptable to City (Highland Avenue) and County (Sunset Point Road) roadways. C. Solid Waste if provided by the City of Clearwater. d. Emergency services are available from the City of Clearwater. ARTICLE 4. PLANS AND SPECIFICATIONS. 4.01. Plans and Specifications. 1. Responsibility for Preparation of Plans and Specifications. The Developer shall be solely responsible for and shall pay the cost of preparing, submitting and obtaining approval of the Plans and Specifications for the Project. 2. Use of Qualified Professionals. The Developer shall retain qualified professionals to prepare the Plans and Specifications and shall cause such professionals to prepare the Plans and Specifications. 6 ARTICLE 5. PROJECT DEVELOPMENT. 5.01. Ownership of Project Site. The Developer is the owner of the Project Site which is more particularly described in Exhibit A to this Agreement (Controlled Property). 5.02. Project Site. The Project Site consists of that property located at 1475 Sunset Point Road, as more particularly described in Exhibit A. 5.03. City's Obligations. 1. Timely Completion. The City recognizes the public importance of the timely completion of the proposed improvements, and time is deemed to be of the essence. The City considers this Agreement as overall authority for the Developer to proceed to permit and agrees to expeditiously process within the CDC requirements. 2. The City's obligations are conditioned upon the site and building plans in Exhibit B, which was reviewed as part of application No. FLS2011-02002 by the Development Review Committee on March 3, 2011. 5.04. Obligations of the Developer. 1. Project Obligations. The Developer agrees to cant' out the redevelopment of the Project Site by completing the purchase of all of the Controlled Property, preparing project plans and specifications, obtaining approvals by governmental authorities necessary for development of the Project, constructing various private improvements on the Project Site and operating the Project as a unified and integrated project. The Developer shall take all actions necessary to maintain control of the Project Site, until a certificate of occupancy is issued by the City. 2. Commencement of Construction. The Developer shall commence construction of the Project within two years of the Effective Date of this Agreement. ARTICLE 6. PRIVITY. 6.01 City Not in Privity. The City shall not be deemed to be in privity of contract with any Contractor or provider of services with respect to the construction of any part of the Project not constituting all or any part of public improvements. 7 ARTICLE 7. INDEMNIFICATION. 7.01. Indemnification by the Developer. 1. The Developer agrees to indemnify, defend and hold harmless, the City, its respective agents, officers, or employees from any and all liabilities, damages, penalties, judgments, claims, demands, costs, losses, expenses or attorneys' fees through appellate proceedings, for personal injury, bodily injury, death or property damage arising out of, or by reason of any act or omission of the Developer, its agents, employees or contractors arising out of, in connection with or by reason of, the performance of any and all services covered by this Agreement, or which are alleged to have arisen out of, in connection with or by reason of, the performance of any and all services covered by this Agreement, or which are alleged to have arisen out of, in connection with, or by reason of, the performance of such services. 2. The Developer shall indemnify, defend and hold harmless the City its officers and employees from any and all liabilities, damages, costs, penalties, judgments, claims, demands, losses, or expenses (including but not limited to, actual attorneys' fees and engineering fees) arising from or attributable to any breach by the Developer, as the case may be, or any representations or warranties contained in Section 9.01, or covenants contained in Section 9.02. 3. The Developer's indemnity obligations under subsection (1) and (2) of this Section shall survive the earlier of the Termination Date or the Expiration Date, but shall apply only to occurrences, acts or omissions that arise on or before the earlier of the Termination Date or the Expiration Date. 4. The Developer's indemnity hereunder is in addition to and not limited by any insurance policy and is not and shall not be interpreted as an insuring agreement between or among the parties to this Agreement, nor as a waiver of sovereign immunity for any party entitled to assert the defense of sovereign immunity. 7.02. Indemnification by the City. 1. Notwithstanding the foregoing, nothing herein contained shall be construed to waive City's sovereign immunity, the provisions and the limitations set forth in Section 768.28 Florida Statutes, as amended from time to time, or a consent to be sued by third parties. 8 7.03. Limitation of Indemnification. Notwithstanding anything to the contrary contained herein, with respect to the indemnification obligations of the Developer (as set forth in Section 8.01) and the City (asset forth in Section 8.02), the following shall apply: 1. The indemnifying party shall not be responsible for damages that could have been, but were not, mitigated by the indemnified party; 2. The indemnifying party shall not be responsible for that portion of any damages. caused by the negligent or willful acts or omissions of the indemnified party; and 3. There shall be no obligation to indemnify hereunder in the event that the indemnified party (1) shall have effected a settlement of any claim without the prior written consent of the indemnifying party, or (2) shall not have subrogated the indemnifying party to the indemnified party's rights against any third party by an assignment to the indemnifying party of any cause or action against such third party. ARTICLE 8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER. 8.01. Representations and Warranties. The Developer represents and warrants to the City that each of the following statements is currently true and accurate and agrees the City may rely upon each of the following statements: The Developer is a Florida Limited Liability Company duly organized and validly existing under the laws of the State of Florida, has all requisite power and authority to carry on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party, is qualified to do business in the State of Florida, and has consented to service of process upon a designated agent for service of process in the State of Florida. 2. This Agreement and, to the extent such documents presently exist in a form accepted by the City and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party have -- been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the Developer, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof. (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Developer, (iii) contravenes or results in 9 any breach of, default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the Developer under any indenture, mortgage, deed of trust, bank loan or credit agreement, the Developer's Articles of Incorporation, or, any other agreement or instrument to which the Developer is a party or by which the Developer may be bound. 3. This Agreement and, to the extent such documents presently exist in a form accepted by the City and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of the Developer enforceable against the Developer in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. 4. There are no pending or, to the knowledge of the Developer threatened actions or proceedings before any court or administrative agency against the Developer, or against any controlling shareholder, officer, employee or agent of the Developer which question the validity of this Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Developer. 5. The Developer has filed or caused to be filed all federal, state, local and foreign tax returns, if any, which were required to be filed by the Developer and has paid, or caused to be paid, all taxes shown to be due and payable on such returns or on any assessments levied against the Developer. 6. All financial information and other documentation, including that pertaining to the Project or the Developer, delivered by the Developer to the City was, on the date of delivery thereof, true and correct. 7. The principal place of business and principal executive offices of the Developer is in PINELLAS PARK, Florida, and the Developer will keep records concerning the Project (such as construction contracts, financing documents and corporate documents) and all contracts, licenses and similar rights relating thereto at an office in Pinellas County. 8. As of the Effective Date, the Developer will have the financial capability to carry out its obligations . and responsibilities in connection with the development of the Project as contemplated by this Agreement. 10 9. The Developer has the experience, expertise, and capability to develop, cause the construction, and complete the Project and, oversee and manage the design, planning, construction, completion and opening for business of the Project. 8.02. Covenants. The Developer covenants with the City that until the earlier of the Termination Date or the Expiration Date: 9. The Developer shall timely perform or cause to be. performed all of the obligations contained herein which are the responsibility of the Developer to perform. 2. During each year that this Agreement and the obligations of the Developer under this Agreement shall be in effect, the Developer shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals and shall cause to occur those events contemplated by this Agreement that are applicable to, and that are the responsibility of, the Developer. 3. The Developer shall assist and cooperate with the City to accomplish the development of the Project by the Developer in accordance with the Plan and Specifications, and this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts or agreements that are or will be applicable thereto. 4. Subsequent to the Effective Date, the Developer shall maintain its financial capability to develop, construct and complete the Project and shall promptly notify the City of any event, condition, occurrence, or change in its financial condition which adversely affects, or-with the passage of time is likely to adversely affect, the Developer's financial capability to successfully and completely develop, construct and complete the Project as contemplated hereby. 5. The Developer shall promptly cause to be filed when due all federal, state, local and foreign tax returns required to be filed by it, and shall promptly pay when due any tax required thereby. 6. The Developer shall maintain its existence, will not dissolve or substantially dissolve all of its assets and will not consolidate with or merge into another corporation, limited partnership, or other entity or permit one or more other corporations or other entity to consolidate with or merge into it without the prior approval of the City unless the Developer retains a controlling interest in the consolidated or merged corporation, and will promptly notify the City of 11 any changes to the existence or form of the corporation or any change in the controlling shareholders, officers or directors of the Developer. 7. Other than sales and assignments contemplated by this Agreement, the Developer shall not sell, lease, transfer or otherwise dispose of all or substantially all its assets without adequate consideration and will otherwise take no action which shall have the effect, singularly or in the aggregate, of rendering the Developer unable to continue to observe and perform the covenants, agreements, and conditions hereof and the performance of all other obligations required by this Agreement. 8. Except for the removal of any structures, plants, items or other things from the Project Site necessary for construction of the Project to commence and continue, the Developer shall not permit, commit, or suffer any waste or impairment of the Project or the Project Site prior to the Completion Date. 9. Provided all conditions precedent thereto have been satisfied or waived as provided herein, the Developer shall design, construct and complete the Project such that it is substantially complete as provided in this Agreement no later than the Project Completion Date. ARTICLE 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CITY. 9.01. Representations and Warranties. The City represents and warrants to the Developer that each of the following statements is currently true and accurate and agrees that the Developer may rely on each of the following statements: 1. The City is a validly existing body corporate and politic of the State of Florida, has all requisite corporate power and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party. 2. This Agreement and, to the extent such documents presently exist in a form accepted by the City and the Developer, each document contemplated or required by this Agreement to which the City is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and.delivered by, the City, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof (i)?requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulation or 12 order applicable to or binding on the City, (iii) contravenes or results in any breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the City under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which the City is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of the City outstanding on the Effective Date. .3. This Agreement and, to the extent such documents. presently exist in a form accepted by the City and the Developer, each document contemplated or required by this Agreement to which the City is orwill be a party constitute, or when entered into will constitute, legal, valid and binding obligations of the City enforceable against the City in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. 9.02. Covenants. The City covenants with the Developer that until the earlier of the Termination Date or the Expiration Date: 1. The City shall timely perform, or cause to be performed, all of the obligations contained herein which are the responsibility of the City to perform. 2. During each year that this Agreement and the obligations of the City under this Agreement shall be in effect, the City shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals, and shall cause to occur those events contemplated by this Agreement that are applicable to and are the responsibility of the City. 3. The City shall assist and cooperate with the Developer to accomplish the development of the Project in accordance with this Agreement and the Plans and Specifications, will cant' out its duties and responsibilities contemplated by this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will be applicable thereto, and, to the extent permitted by law, the City will not enact or adopt or urge or encourage the adoption of any ordinances, resolutions, rules regulations or orders or approve or enter into any contracts or agreements, including issuing any bonds, notes, or other forms of indebtedness, that will result in any provision of this Agreement to be in violation thereof. 4. Except for the demolition of existing structures on the Project Site and the removal of objects from the Project Site as contemplated by this Agreement, .13 the City shall not permit, commit, or suffer any waste or impairment to the Project Site, nor shall the City request or recommend any rezoning of the Project Site, or any part thereof, which will prevent or adversely affect the development of the Project. ARTICLE 10. CONDITIONS PRECEDENT. 10.01. The Developer's Obligation to Proceed with the Project. Unless this Agreement has been terminated pursuant to Article 11 hereof, the obligation of the Developer to proceed with the Project is subject to the fulfillment to the satisfaction of, or waiver in writing by, the Developer of each of the following conditions precedent: 1. The Developer shall have received evidence satisfactory to the Developer that the Project Site permits the uses contemplated in this Agreement. 2. The Plans and Specifications as are required for issuance of the Building Permit required to commence construction of the Project shall have been approved by the City in accordance with applicable ordinances, land use regulations, building codes and other regulations of the City. 3. The Developer shall have obtained commitments from the Project Construction Lender as provided in Article 6 hereof. 4. All Permits and the Building Permit necessary for construction of the Project to commence shall have been issued. 10.02. Construction of Project. Subject to termination of this Agreement pursuant to Article 11, the obligation of the Developer to commence construction of the Project on the Commencement Date is subject to the fulfillment to the satisfaction of, or waiver in writing by, the Developer of the following conditions: 1. The Plans and Specifications that are necessary to commence construction shall have been approved by the City, and the initial Building Permit for the commencement of construction of that part of the Project and all other Permits necessary for construction to commence have been issued. 10.03. Responsibilities of the Parties for Conditions Precedent. The parties hereto shall not, individually or collectively, knowingly, intentionally or negligently prevent any condition precedent from occurring; provided, however, nothing in this Section is intended or shall be deemed to deny any party the right to reasonably exercise its discretion to the extent permitted by law or this Agreement. 14 ARTICLE 11. TERMINATION. 11.01 Termination. If the Developer's obligations set forth in this Agreement are not followed in a timely manner, as reasonably determined by the City Manager, after notice to the Developer and an opportunity to be heard, existing permits shall be administratively suspended and issuance of new permits suspended until the Developer has fulfilled its obligations. Failure to timely fulfill its obligations may serve as a basis for termination of this Agreement by the City, at the discretion of the City and after notice to the Developer and an opportunity for the Developerto be heard. ARTICLE 12. RESTRICTIONS ON USE. 12.01. Project. Prior to the earlier of the Termination Date or the Expiration Date, no use of the Project, other than as described in Section 2.03, shall be permitted, other than the operation of improvements existing on the Effective Date until those improvements are demolished, unless and until the Developer orthe person, if other than the Developer, intending to so use the Project or Project Site, shall file with the City a request for a release from the restriction imposed by this Section. The Governing Body of the City shall promptly consider such request and either deny the request, approve the request as filed, or approve the request subject to such terms, conditions and limitations as the City may reasonably require. Unless specifically requested and approved, a release of the restriction imposed by this Section shall not release the Developer from any obligations or restrictions imposed by this Agreement or any agreement, instrument or document contemplated hereby. ARTICLE 13. MISCELLANEOUS 13.01. Assignments. 1. By the Developer. a. Prior to the Commencement Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Project, or any part thereof, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the terms of this Agreement the same as the Developer for such part of the Project as is subject to such safe, conveyance, assignment or other disposition. Any sale, conveyance, assignment or other disposition of the property and project shall require the consent of the City, which shall not be unreasonably withheld. 1s b. If the assignee of the Developer's right, title, interest and obligations in and to the Project, or any part thereof assumes all of the Developer's obligations hereunder for the Project, or that part subject to such sale, conveyance, assignment or other disposition, then the Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the City agrees to execute an instrument evidencing such release, which shall be in recordable form. 13.02. Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the City, and its successors and assigns, and the Developer and its successors and assigns, except as may otherwise be specifically provided herein. 13.03. Notices, 1. All notices, demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer. 2. CAY 1475, LLC 6654 78th Avenue N. Pinellas Park, FL 33781 with copies to: Stephen G. Wafts, Esquire 1446 Court Street Clearwater, FL 33756 To the City: City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 with copies to: Pam Akin, Esquire Clearwater City Attorney 112 S. Osceola Avenue Clearwater, FL 33756 Notices given by courier service or by hand delivery shall be effective upon delivery and notices given by mail shall be effective on the third (3rd) business day after mailing. Refusal by any person to accept delivery of any "notice delivered to the office at the address indicated above (or as it may be changed) shall be deemed to have been an effective delivery. The addresses to which notices are to be sent may be changed from time to time by written notice delivered to the other parties and such notices shall be effective upon receipt. Until notice of change of address is received as to any particular party hereto, all other parties may rely upon the last address given. 16 13.04. Applicable Law and Construction. The laws of the State of Florida shall govern the validity, performance and enforcement of this Agreement. This Agreement has been negotiated by the City and the Developer and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by the City or the Developer, but by all equally. 13.05. Venue; Submission to Jurisdiction. 1. For purposes of any suit action, or other proceeding arising out of or relating to this Agreement, the parties hereto do acknowledge, consent, and agree that venue thereof is Pinellas County, Florida. 13.06. Estoppel Certificates. The Developer and the City shall at anytime and from time to time, upon not less than ten (10) days prior notice by another party hereto, execute, acknowledge and deliver to the other parties a statement in recordable form certifying that this Agreement has not been modified and is in full force and effect (or if there have been modifications that the said Agreement as modified is in full force and effect and setting forth a notation of such modifications), and that to the knowledge of such party, neither it nor any other party is then in default hereof (or if another party is then in default hereof, stating the nature and details of such default), it being intended that any such statement delivered may be relied upon by any prospective purchaser, mortgagee, successor, assignee of any mortgage or assignee of the respective interest in the Project, if any, of any party made in accordance with the provisions of this Agreement. 13.07. Complete Agreement; Amendments. This Agreement, and all the terms and provisions contained herein, including without limitation the Exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements, whether written or oral. 2. Any provision of this Agreement shall be read and applied in pars materia with all other provisions hereof. 3. This Agreement cannot be changed or revised except by written amendment signed by all parties hereto. 4. All development agreements shall specifically state that subsequently adopted ordinances and codes of the City which are of general application not governing the development of land shall be applicable to the lands subject to the development agreement, and that such modifications are specifically anticipated in the development agreement. 17 I 13.08. Captions. The article and section headings and captions of this Agreement and the table of contents preceding this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any article, section, subsection, paragraph or provision hereof. 13.89. Holidays. It is hereby agreed and declared that whenever a notice or performance under the terms of this Agreement is to be made or given on a Saturday or Sunday or on a legal holiday observed in the City, it shall be postponed to the next following business day. 13.10. Exhibits. Each Exhibit referred to and attached to this Agreement is an essential part of this Agreement. The Exhibits and any amendments or revisions thereto, even if not physically attached hereto shall be treated as if they are part of this Agreement. 13.11. No Brokers. The City and the Developer hereby represent, agree and acknowledge that no real estate broker or other person is entitled to claim or to be paid a commission as a result of the execution and delivery of this Agreement, including any of the Exhibits, or any proposed improvement, use, disposition, lease, conveyance or acquisition of any or all of the Project Site. 13.12. Not an Agent of City. During the term of this Agreement, the Developer hereunder shall not be an agent of the City with respect to any and all services to be performed by the Developer (and any of its agents, assigns, or successors) with respect to the Project. 13.13. Memorandum of Development Agreement. The City and the Developer agree to execute, in recordable form, on the Effective Date, the short form "Memorandum of Agreement for Development and Disposition of Property" and agree, authorize and hereby direct such Memorandum to be recorded in the public records of Pinellas County, Florida, as soon as possible after execution thereof. The Developer shall pay the cost of such recording. 13.14. Public Purpose. The parties acknowledge and agree that this Agreement satisfies, fulfills and is pursuant to and for a public purpose and municipal purpose and is in the public interest, and is a proper exercise of the City's power and authority. 13.15. No General Obligation. In no event shall any obligation of the City under this Agreement be or constitute a general obligation or indebtedness of the City or the City, a pledge of the ad valorem taxing power of the City or the City or a general obligation or indebtedness of the City or the City within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable 18 solely from legally available revenues and funds. Neither the Developer nor any other _ party under or beneficiary of this Agreement shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the City or any other governmental entity or taxation in any form on any real or personal property to pay the City's or the City's obligations or undertakings hereunder. 13.16. Other Requirements of State Law. Nothing in this Agreement shall be deemed to relieve either party from full compliance with any provision of State law which is applicable to any of the obligations or undertakings provided for in this Agreement. In the event that this Agreement omits an obligation to comply with any provision of State law in regard to any of the obligations or undertakings provided for in this Agreement, it is the intention of the parties that such applicable State law shall.be deemed incorporated into this Agreement and made a part thereof. In the event that there is any conflict between the provisions of this Agreement and applicable State law, it is the intention of the parties that the Agreement shall be construed to incorporate such provisions of State law and that such provisions shall control. 13.17. Technical Amendments; Survey Corrections. In the event that due to minor inaccuracies contained herein or any Exhibit attached hereto or any other agreement contemplated hereby, or due to changes resulting from technical matters arising during the term of this Agreement, the parties agree that amendments to this Agreement required due to such inaccuracies, unforeseen events or circumstances which do not change the substance of this Agreement may be made and incorporated herein. The City Manager is authorized to approve such technical amendments on behalf of the City, respectively, and is authorized to execute any required instruments, to make and incorporate such amendment to this Agreement or any Exhibit attached hereto or any other agreement contemplated hereby. Technical/minor amendments are addressed through Community Development Coordinator Minor Deviation process. 93.18. Term; Expiration; Certificate. 1. If not earlier terminated as provided herein, this Agreement shall expire and no longer be of any force and effect on the tenth anniversary of the Effective Date. 2. Upon completion of the term of this Agreement, all parties hereto shall execute the Agreement Expiration Certificate. The Agreement Expiration Certificate shall constitute (and it shall be so provided in the certificate) a conclusive determination of satisfactory completion of all obligations hereunder and the expiration of this Agreement. 3. The Agreement Expiration Certificate shall be in such form as will enable it to be recorded in the public records of Pinellas County, Florida. Following 19 execution by all of the parties hereto, the Agreement Expiration Certificate shall promptly be recorded by the Developer in the public records of Pinellas County, Florida and the Developer shall pay the cost of such recording. 13.19. Approvals Not Unreasonably Withheld. The parties hereto represent that it is their respective intent as of the Effective Date and do covenant and agree in the future that all approvals, consents, and reviews will be undertaken and completed as expeditiously as possible, in good faith, and will not be arbitrarily or unreasonably withheld, unless otherwise expressly authorized by the terms of this Agreement. 13.20. Acceptance Contingency. The acceptance of the Development Agreement is contingent upon adoption of future land use plan amendments and rezoning for all or portions of the controlled property. All Land Use plan amendments and all required zoning shall have occurred prior to the execution of this Agreement 13.21. Effective Date. The Effective Date shall be the date of the last signature to this Agreement. 20 ------ ------ - ----------------- ------- IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of this day of , 2011. . Countersigned: Frank V. Hibbard Mayor Approved as to form: Leslie K. Dougall-Sides Assistant City Attomey CITY OF CLEARWATER, FLORIDA By: William B. Home It City Manager. Attest: Rosemarie Call City Clerk 21 CAY 1475, Attest: By: - Y, Member 4dwAher STATE OF FLORIDA ) COUNTY OF PINELLAS ) The foregoing instrument was acknowledged before me this day of '2011 by CA0,L 0,S yF-PF.S and , as authorized Members of CAY 1475, LLC sy:`?'t Sig ure of No ublic K. K?,4z&iT My Commission Expires: Printed, typed or stamp MYcwaWoo sMa L?? Qc?s Maft s, 2o14 ' titWx.iarzsrr ? ; ? 8a?ded Shv Noisy PuhGc UWwmfts 22 EXHIBIT A Legal Description of Controlled Property And Project Site PRAEERTV LEGAL DESCRIPTION TIi&TCERTAIN PARCEL OF LAND LYING AM BEING IN THE COUNTY OF PR LLAS AND STATE OF FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: FROM THE NORTHEAST CORNER OF THE NORTHWEST, 1/4 OF THE SOUTHWEST 1/4 OF SECTION 2, TOWNSHIP 29 SOUTH, RANGE IS FAST, RUN SVOT42"E, ALONG TAE EAST LINE OF THE SAID NORTHWEST 1/4 OF TBE SOUTHWEST 1/4 $0.00 FEED. THENCE RUN N8902942"W, PARALLEL TO THE EAST WEST LR-4EOF SAID S9MON 2,50-00 FEET; TBENCE.RU33 SO°OT42m, ALONG THE wEsTERLY RIGHT-0F WAY LINE OF IIIGI3LAND AVENUE 175 FEET FOR A POINT OF BEGINNING; TMWCE CONTINUE SM7142"E, .ALONG SAID RIGHT-0F WAY LINE 75 FEET; THENCE RUN N&PW4211W, 170.02 FEET; TEWCE RUN NOW42"W, ALONG THE EAST LINE OF LOT 8 OF BRENTWOOD ESTATES {SEE PLAT BOOK $9, PAGE •28, PUBLIC RECORDS OF PINE LAS COUNTY, FLORIDA), !5.77 FEET TO THE NORTHEAST CORNER OF SAID LOT 8; - THENCE RUN N57°19W W, 124.72 FEET TO THE NORTHEAST CORNER OF LOT 10 SAID BRENTWOOD ESTATES; THENCE RUN N89-W15-W, ALONG THE NORTH LIM OF LOTS 10 THRU 12 OF BRENTWOOD ESTATES, 175.15 I=,. THENCE RUN N0QV42"W, 167.63 FEET; T1 ENCE RUN S89°29'42"E, ALONG TBE SOUTH RIGHT-OF-WAY LINE OF SUNSET POINT ROAD (SAID Lm BEING 50 FEET SOUTH OF AND PAltALLIE , TO TSB EABT-WEST CENTER mm OF SAID SECTION 2) 300 FEET, THENCE RUN E0007142"E, 175 FEET; TI-*TCE S89°2942"E, 150 FEET TO •P.O.B., BEING A PORTION OF THE NW 1/4 OF. TEE SW 1/4 OF SECTION 2-29-15 AND BEING. IN PART A PORTION OF LOT 9, OF BRENTWOOD ESTATES. 23 EXHIBIT B Project Description and Site Plan Proposed 8,320 square foot Family Dollar Store with associated parking, pedestrian sidewalks, storm water management system, landscaping, driveways, utilities and associated infrastructure. Please see Exhibit 1 and Exhibit 2 attached hereto. 24 Exhibit 1 to EXHIBIT B i srF .Yy' S?C4 $$ R l; ` •? j y {R ? -- R I 1 F? (( I 1 1 1 1 1 k 1 1{ 1 1 ' 1 , I 1 i , 1 ? t 1 ? % 41 I ; ?1 1 1 ? ? 1 I Clf? i I 1 ? ry ?J 1 ? 1 . ' MI, =I IYAQV[}b 1lYNdSY L - -s.? , oil iQ tJ ?4 ?V ? . :! 8 l YY yy yyy . YM1 4'10Y , f 'Q G O i R 3#1 I I y FAMLY DOLLAR @ SUNSET POINT ROAD CAY 1475, LLC . .,. IimlVArr1WOMC4WIw?tPVF Yn L'.tm .COM w?!IK M-0O? ' SITE PLAN J/S?aeAoA?a.r Dr/M W[ fa4 ,'-1u' ? lY1L <Ign4 Nod6R'!7f _ 's.r,?iy _ .. syr ? SAI. ,? p Exhibit 2 to EXHIBIT 6 4 O a A i_ III 1 HM ea I 011 fit I hill 0 E 1 R a py 9 a? it a°• 3 • . @assa Dsewkmm o. Pare s. FAMILY DOLLAR STORE L ? ?y? ' .. a . • . ° ELEVATIONS & 91$%$3206OR8MSFPROTOT1M EXTERIOR FINISH CmTY,STATB _ o o = 1 §` gl SCHEDULE PLAN * 2010-03 a N g _ ?-?E$ NOT FOR CONSTRUCTION g I i ' .= f )oil s I I I Z px, 2 a P u s I< no 25 ? EXHIBIT C Permits and Approvals City of Clearwater FLS SWFWMDF ERP Pinellas County R/W Permit NPDES Permit FDEP Water (potentially) FDEO Sewer (potentially) 25 EXHIBIT D Project Development Schedule Civil Engineer plan preparation September, 2011 City of Clearwater FLS resubmittal October, 2011 `Building plan submittal November, 2011 FDEP permit submittal November, 2011 SWFWMD permit submittal November, 2011 Pinellas County Right-of-Way permit submittal December, 2011. Permit approvals January, 2012 Demolition of existing building January, 2012 Start of construction February, 2012 Completion of construction June, 2012 26 Catherine Lee, LEED Green Associate 100 South Myrtle Avenue Clearwater, FL 33756 727-562-4557 catherine.lee(a myclearwater.com PROFESSIONAL EXPERIENCE Planner III, Long Range Division October 2010 to Present Planner II, Long Range Division November 2008 to October 2010 City of Clearwater, Clearwater, Florida Responsible for numerous aspects of the Growth Management Act of Florida such as comprehensive planning, Future Land Use Plan amendments, rezonings, and annexations. Update Community Development Code by Ordinance. Prepare staff reports for the City Council and Community Development Board. Coordinate and manage various projects. Planner I and Planner II, Development Review Division City of Clearwater, Clearwater, Florida March to October 2008 Provided information to the public concerning the City's Community Development Code, Clearwater Downtown Redevelopment Plan, Beach by Design and general zoning information. Reviewed building plans for compliance with the Community Development Code. Presented Flexible Standard Development applications before the Development Review Committee. • Research Assistant Geography Department, Brigham Young University, Provo, Utah September 2007 to January 2008 Contributed research on various land use and planning issues, including locally unwanted land uses and their roles in the American West for Dr. Richard H. Jackson, AICP. • Teaching Assistant Geography Department, Brigham Young University, Provo, Utah January 2007 to December 2007 Explained North American land use patterns and concepts to students, including planning history and current practices. Graded student writing and exams, providing feedback for improvement and clarification of planning concepts. Planning Intern City of Port Angeles, Port Angeles, Washington May to August 2007 Assisted citizens at the zoning counter regarding the City's Municipal Code. Performed research related to intergovernmental cooperation, comprehensive plan amendments, and code changes. Presented research findings to the Planning Commission. EDUCATION Bachelor of Science in Urban, Rural and Environmental Planning, Brigham Young University, 2007 ASSOCIATION MEMBERSHIP • American Planning Association • LEED Green Associate 0 r .AIZ9El1A. ?•' w Sf Z ST tel::.. :{: LL CY li. F; Ri6gtbn - 2 K '9 Cir 7 Z PINE -° e uJ Bowmore x i z • DF :J • Z N ej Ri E UMBERLAND W ?? = a ? VYINDSOR F v RD N HUNTINGTON d ' ?i {NINDS(7R PL TalGker DR DR BYR SOUVENIR DR g?? M RD q? d of n UIN -: rn - O KRUSE o w •..t r•;.-gl?' m O High rti '? C?7 •.•' 1• Z (i' Cir z Z Z Z 20, WILSON x O RD ELIZABETH LN ? ;: ,? ,1 = ERIN LN SUNSET POINT RD CR-576 . .: 4 1 •ii L• `• . PROJECT'"G L" 0 o j,SpIYTH o 0 0 0 SITE rHAt~ i1 LL L aO 0 JOEL W J - ? Q ?j V BENTLEY L? - - - Li - } OTTEN T GREENLEA w '? HEAVEN (',) fDLYN f7 o 0 Q rrs•• l? Z W O SENT Lfd SANDY LN 9^ •9 S .r s' U W U 9r. .1 7y • SANDY LN Q CA m MARY L RD i 1 =i ROSEMONT DR a DR J' .? •r TERRACE RD ?. - ? `ve 1 1 ?- T GROVp- GR?E LINWOOD FLAGLER LL -- ' r• •t' J o f i --`'--? F AiRM ST- LOGAN FAIRMONT ST ?• .o LOCATION MAP Owners: Cay 1475 LLC Case: DVA201 1 -01001 Site: 1475 Sunset Point Road Property Size(Acres): 1.52 Land Use Zoning PIN: 02-29-15-00000-320-0200 From : R/OG, RU, CG O, LMDR To: R/O/R C Atlas Page: 261 A S:\Planning Department\C D B\Development Agreements (DVA)\DVA2011-01001 -Sunset Point Rd 1475- Cay 1475 LLC\Maps\DVA201 1 -01001 Location Map. doc 1920 1919 191.6 19 1916 BYRA M DR 100 19 19 r rn a y° 2 0 0 1912 e `r v a a o 191 1911 2 1915 1907 WILSON RD 1909 1908 a a v e v v v 1904 00 p lsos ERIN LN Q 1904 ? U 1900 O 1902 p N a v v v T - a k u 1900 1901 SUNSET POINT RD OG a h a a R/O/R CG 1899 ' 1 1898 1 MEN 1 1897 1` J6p tp N 7 P R 'N ? a ^ 1 1 Vr ?'Y p v r ; 1 SPRING LN Q 1877 ' 1851 v `a " v v 184 1874 Z 1 1849 1848 J 1 1 CG ? CG 1845 1846 N co O V e v v v v 1841 1 Z THAMES LN J Q 1835 1844 zt v h v rn M v ? h o rn v 1831 J 1827 p^ Al l.1 a': 0.1?p ?? 6k?`?p10 ? $ ? 0 ? ? ? ? 9 1 1 1 1 1 1 1 ? 1 v o v v v v o ° 1824 1823 1840 1835 FUTURE LAND USE MAP Owners: Cay 1475 LLC Case: DVA201 1 -01001 Site: 1475 Sunset Point Road Property Size(Acres): 1.52 Land Use Zoning PIN: 02-29-15-00000-320-0200 From : R/OG, RU, CG O, LMDR To: R/O/R C Atlas Page: 261 A S:\Planning Department\C D B\Development Agreements (DVA)\DVA2011-01001 -Sunset Point Rd 1475- Cay 1475 LLC\Maps\DVA201 1 -01001 Future Land Use Map.doc ? ° ? a rn 0 WILSON RD n 1M v M v u> vO1i .?- T.`t- .t 71 a o v v a v ? h b b 1912 ^b r?9 1915 1909 1908 1904 Q 1905 Q 1904 1900 0 1902 1900 C N b ? ? b N V V V ? r ? ^ h a lNG LN n 1851 v v° a 1844 1849 ?O 7 N 7 b Q O ^ ?f P V ?V V 1840 1845 1841 I z 4VK THAMES LN ?j 1835 Q n ? - - h V ------------ rn V ? n a b rn M a ^ V ? Q N N T R V R a ? ? a V h T 1824 0 1831 1827 b 1823 JOEL LN ZONING MAP 1898 1874 1848 1846 1911 z 1907 o " 4 2 h b ERIN LN in n 01 1901 1897 1877 1844 Q QZ J 1840 Q) 1835 \?^yPgO 6^1 ^? II Owners: Coy 1475 LLC Case: DVA201 1 -01001 Site: 1475 Sunset Point Road Property Size(Acres): 1.52 Land Use Zoning : From R/OG, RU, CG O, LMDR PIN: 02-29-15-00000-320-0200 To: R/O/R C Atlas Page: 261 A S:\Planning Department\C D B\Development Agreements (DVA)\DVA2011-01001 - Sunset Point Rd 1475- Cay 1475 LLC\Maps\DVA201 1 -0 1001 Zoning Map.doc N 29 o ' 32 30 y 31 u> o V 7 ^9? 35 1912 42 Z 21 20 19 1911 v 19 1907 o d Single Famil nti 14 1909 ,908 = 22 3 24 a z N W 1904 ? 36 41 21 20 19 18 17 16 15 13 Q 1905 0 40 37 ERIN LANE 5 6 N 7 8 9 10 v M H of 11 112900 ° i 1904 1902 il R F H ? side tial 34 33 32 c ) y 1900 1901 S UNSET NSET 0 " 100 1z y?j W6 h 100 to o rjj J? N m 300 Vacate-Office svoz )" / .? av%, N Pharmacy 2 18 1.52 Ac(c) ? - 189, 18 18 a "' c 14 13 12 'ly o 11 1 1898 oO rive 18 1897 , Ofce o 18 t ru 18 t tl / Rest g ra31t Restaukant 18 1. 18 LANE 8 1851 02M 1877 Retail Sales N s a7 .. a s9 0 1 192 s3 ,8 1849 a Ca an . T 184 32/09 $ 11 18 & Services 18 18 18 U" f"Y . LLI 1845 6 184 170 79 r ?+ 8 m 70 76 `1' ° 75 ao 4 3 72 _ 17 C h Z g 1$41 . . .- ? . ?- " . ?- Re~a t 18 Grocery a LANE 18435 N 0vio vv Store 1844 18,91 170.02 62 63 64 ll ?;7 6 0 IV 27 a l a ide t Doctor 150 ti hPh?6 A'K --4, o O S e W ' N 55 N 54 N 53 c 52 51 a 50 w 49 48 V ? 47 LL 1 a m 5, 840 W Q 0iroo 1835 ? 1 1824 170.02 N 2 ^I LANE EXISTING SURROUNDING USES Owners: Cay 1475 LLC Case: DVA201 1-01001 Site: 1475 Sunset Point Road Property Size(Acres): 1.52 Land Use Zoning PIN: 02-29-15-00000-320-0200 From : R/OG, RU, CG O, LM DR To: R/O/R C Atlas Page: 261 A S:\Planning Department\C D B\Development Agreements (DVA)\DVA2011-01001 - Sunset Point Rd 1475- Cay 1475 LLC\Maps\DVA2011-01001 Existing Surrounding Uses Map.doc Y . A i, ° r rt tilt , ti 4 r, v a 71 r • _ L AERIAL PHOTOGRAPH Owners: Coy 1475 LLC Case: DVA201 1 -01001 Site: 1475 Sunset Point Road Property Size(Acres): 1.52 Land Use Zoning PIN: 02-29-15-00000-320-0200 From : R/OG, RU, CG O, LMDR To: R/O/R C Atlas Page: 261 A S:\Planning Department\C D B\Development Agreements (DVA)\DVA2011-01001 - Sunset Point Rd 1475- Cay 1475 LLC\Maps\DVA201 1 -0 1001 Aerial Photograph.doc View looking south at the subject parcel, 1475 Sunset Point Road DVA2011-01001 Cay 1475, LLC 1475 Sunset Point Road East of the subject property West of the subject property View looking westerly along Sunset Point Road View looking easterly along Sunset Point Road LUP/REZ/DVA2011-01001 Cay 1475, LLC 1475 Sunset Point Road Vacant Commercial Properties at Southeast Corner of Sunset Point Road and Highland Avenue Commercial vacancies at Highlands Shopping Center (total of 10 units comprising 16,790 square feet) Commercial vacancy at Sunset Square Shopping Center (total of three units comprising 2,700 square feet) Clearwatel14 Planning Department 100 South Myrtle Avenue Clearwater, Florida 33756 _ Telephone: 727-562-4567 Fax: 727-562-4865 ? SUBMIT ORIGINAL SIGNED AND NOTARIZED APPLICATION ? SUBMIT 12 COPIES OF THE ORIGINAL APPLICATION including folded site plans ? SUBMIT APPLICATION FEE $ CASE #: DATE RECEIVED: RECEIVED BY (staff initials): ATLAS PAGE #: ZONING DISTRICT: LAND USE CLASSIFICATION: ZONING & LAND USE CLASSIFICATION OF ADJACENT PROPERTIES: NORTH: SOUTH: WEST: EAST: DEVELOPMENT AGREEMENT APPLICATION (Revised 05/22/02) PLEASE TYPE OR PRINT- A. APPLICANT, PROPERTY OWNER AND AGENT INFORMATION: (Section 4-202.A) APPLICANT NAME: 0,A 14 ( `,? L- 1- n! r i MAILING ADDRESS: L `? D T "&t4 U. (- PHONE NUMBER: U1 - ?? ?-' fO O FAX NUMBER: ?? g I CELL NUMBER: PROPERTY OWNER(S): EMAIL ADDRESS: (Must include ALL owners) AGENT NAME: :f-0n-DTC2 7- p/, /,-/l A AAI MAILING ADDRESS: , y Py ^ w/ I ? 1 / i O r/' ?/ 1 1,.. ????? PHONE NUMBER: ? ? _ l (p d FAX NUMBER: 0 7) eo B. PROPOSED DEVELOPMENT INFORMATION: STREET ADDRESS: LEGAL DESCRIPTION: S?? / ? 1 /? f T r? %? r] PARCEL NUMBER: V 0 PARCEL SIZE: V v T ' ?W 1 (acres, square feet) n ) ,n PROPOSED USE AND SIZE: R&-r/)rl L- 5'?E'i ? 2s 1 (l/® ??/ 1^ 1 (number of dwelling units, hotel rooms ors uare footage of nonresidential use) ORIGML RECEIVE( DESCRI TION OF ANY RELATE REQUEST(S): Ft"B O 12011 i F"ING DEPARTMENT (approval of a dew o4mentinclude all requested cod d viations; e.g. reduction in required number/of spWOPCOMAR) DOES THIS APPLICATION INVOLVE THE TRANSFER OF DEVELOPMENT RIGHTS (TDR), A PIOUSLY APPROVED PLANNED UNIT DEVELOPMENT, OR A PREVIOUSLY APPROVED (CERTIFIED) SITE PLAN? YES _ NO _7 (if yes, attach a copy of the applicable documents) Page 1 of 5 - Development Agreement Application - City of Clearwater v14 -buy i ?v;, ??c !?` i/cq' ? MKS /e ( Jo www.sunbiz.org - Department of State 1Home Contact Us E-Filing Services Previous on List Next on List . Return To List No Events . No Name History Document Searches Detail by Entity Name Florida Limited Liability Company CAY 1475, LLC Filing Information Document Number L10000069825 FEI/EIN Number NONE Date Filed 06/30/2010 State FL Status ACTIVE Principal Address 6654 - 78TH AVENUE NORTH PINELLAS PARK FL 33781 Mailing Address 6654 - 78TH AVENUE NORTH PINELLAS PARK FL 33781 Registered Agent Narne a Address COCKEY, PRESTON O JR 110 E. MADISON STREET, SUITE 204 TAMPA FL 33602 US Manager/Member Detail Name & Address Title MGR YEPES, CARLOS A 6654 - 78TH AVENUE NORTH PINELLAS PARK FL 33781 Title MGR YEPES, CHRISTIAN A 6654 - 78TH AVENUE NORTH PINELLAS PARK FL 33781 Annual Reports No Annual Reports Filed Document Images 06/30/2010 - Florida Limited Liability View image in PDF format Note: This is not official record. See documents if question or conflict. Page 1 of 2 Forms Help Entity Name Search Submit ORIGINAL RECEIVED 'PE-B 01 2011 PANNING DEPARTMENT CITY OF CLEARWATER httD://www.sunbiz.orv-/scriDts/cordet.exe?action=DETFIL&ina doc number=L100000698... 1/25/2011 I#: 2010197255 BK: 16972 Ii^• 1814, 07/14/2010 at 11:05 AMry 'CORDING 5 PAGES $44.00 D DOC STAMP COLLEC( 4 $2100.00 KEN BURKE, CLERK Q ;OURT PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKDU13 .1 .1 Prepared by and Return to: , Susan Fleming Bennett, Esquire _ Steams Weaver Miller Weissler 1 Alhadeff & Sitterson, P.A. 401 East Jackson Street, Suite 2200 . " ' Tampa, Florida 33602 - - Parcel Identification Number: 02/291151000001320/0200 Documentary Stamp Tax Paid on this instrument: $2,100.00 ` SPECIAL WARRANTY DEED BANK OF AMERICA N.A., a national banking association, successpr,by merger to Third City National Bank of Clearwater, whose address is 13510 Ballantyne Corp Place, NC2-109-06-03, Charlotte, VC 28277 ("Grantor"), for and in consideration of the sum of TEN AND NO1100 DOLLARS ($10.00) in harp paid to Cantor by CAY 1475, LLC, a Florida limited liability company (herein referred to as "Grantee"),whoo mailing sddress is 6654 78th Avenue North, Pinellas Park, Florida 33781, and other good and valuable consideration, .t mi6cei)t and sufficiency of which are hereby acknowledged, has GRANTED, SOLD and CONVEYE0'and does "by GRANT, SELL and CONVEY unto Grantee in fce.simple, that certain land located in Piaellas_County k7orida;being more particularly described in Exhibit attached hereto and incorporated herein by refejejw, t6gaek with all improvements, if any, located on such land (such land and improvements being collectively r¢f?6rred to as the "R operty"). This conveyance is made and accepted st"1cd %tp `all matted (the "Permitted Exceptions") set forth in Exhibit B, attached hereto and incorporated herein icy re'Perbuce. D-.....rJ.^L......aO??...:at /1 .1 1__ i._ t.? ? TO H_A VE AXM To U^Tn a"a1.ir .-aa. ar v aavaw a ?v sy,r wrJQUIc/ naua an arm buir U[ IJIG (I6'LLlJ and itl7 lJr?enanCeS pertaining thereto, including all of Grantc'k% n$h titlee and interest in and to adjacent streets, alleys and rights-of-way, subject to the Permitted Exceptions„nntb Grantee hnd Grantee's heirs, successors and assigns forever. And Grantor hereby covenants with Grantee that excx?tt,s abov4 jetted, that at the time of the delivery of this Special Warranty Deed the Property was free from all egclrrnbranees made by it and that it will warrant and defend the same against the lawful claims and demands ota11 p4son3,claiming by, through or under it, but against none other. GRANTEE AdFNOWLiJI)GES AND AGREES THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AN;D,SkCIFICA LY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES ((3T?ffiR-THAJN THE WARRANTY OF TITLE AS SET OUT IN THIS DEED), PROMISES; COVENAiM, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHAT$0,);WP -WTI£TI3ER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURt, bf,'AS, TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY 0,R. CONDITION OF THE PROPERTY, INCLUDING WITHOUT LM TTATION, THE WA3 F{R, SOIL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE'SpgT BlI h`Y OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEF-NtAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR ORIGINAL MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, RECUM STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER 10141/1126#316362v2 PrQ O12011 6/30l20I0 - I ' MANNING DEPARTMENT CITY OF CLEARWATER PINELLAS COUNTY FL OFF. REr BK 16972 PG 1815 1 WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE,', ZONING OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONk' ; ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY 6F,-,,,' HAZARDOUS MATERIALS (AS HEREINAFTER DEFINED), MOLD OR MU IXW." ; "HAZARDOUS MATERIALS" SHALL MEAN ANY SUBSTANCE WHICH IS OR COWkINS W ANY "HAZARDOUS SUBSTANCE" AS NOW OR HEREAFTER DEFINED N THE' ; COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILiTY,ACT OF,' 1980, AS AMENDED (42 U.S.C. §9601 ET SEQ.) ("CERCLA") OR AN)(,-ftEbULX-T40i49 PROMULGATED UNDER OR PURSUANT TO CERCLA; (II) ANY "HAZARPQUS WA#TE" AS NOW OR HEREAFTER DEFINED IN THE RESOURCE CONSERVATION AND,RECOWR`Y ACT (42 U.S.C. §6901 ET SEQ.) ("RCRA") OR REGULATIONS PROMULGAT915' UXTDER OR PURSUANT TO RCRA; (III) ANY SUBSTANCE REGULATED BY THE TOXIC SUBSTANCES CONTROL ACT (15 U.S.C. §2601 ET SEQ.); (IV) GASOLINE,'• TSEL FUEL, OR OTHER PETROLEUM HYDROCARBONS; (V) ASBESTOS AND ASBESTOS EONTA,NING MATERIALS, IN ANY FORM, WHETHER FRIABLE OR NON-FRIA$LS;, -(V; `FQLYCHLORINATED BIPHENYLS; (VI) RADON GAS; AND (VIII) ANY ADDPYQNAl' SUBSTANCES OR MATERIALS WHICH ARE NOW OR HEREAFTEIr`.CLA?Smiu 'OR CONSIDERED TO HAZARDOUS OR TOXIC UNDER ENVIRONMENTAL `REQUIR MENTS (AS HEREINAFTER DEFINED) OR THE COMMON LAW, OR ANY OVER APAfbA4E LAWS RELATING TO THE PROPERTY. HAZARDOUS MATERIALS SHALL INCL,Upi;,,VrmouT LIMITATION, ANY SUBSTANCE, THE PRESENCE OF WHICH ON',TliE PROPERTY, (A) REQUIRES REPORTING, INVESTIGATION OR REMEDIATION , 0KD?k, , EAIVM0NMENTAL REQUIREMENTS; (B) CAUSES OR THREATENS TO CAU$#, X Ntj ANCE ON THE PROPERTY OR ADJACENT PROPERTY OR POSES OR THREATENS TO? POSE A HAZARD TO THE 1 AT .TH OR SAFETY OF PERSONS ON THE PROPERTX',OR' ADJACENT PROPERTY; OR (C) WHICH, IF IT EMANATED OR MIGRATED mOM TIC PROPERTY, COULD CONSTITUTE A TRESPASS. GRANTEE FURTHER ACKIIOWLEDGES`,A,ND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT TJ%*ROPERTY, GRANTEE IS RELYING SOLELY ON ITS OWN INVESTIGATION OF T4MP?tO jY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY GRANTOkANDFIEREBY AGREES, BY ACCEPTANCE OF THIS DEED, TO ACCEPT THE PROPFkTY ANI? WAIVE ALL OBJECTIONS OR CLAIMS AGAINST GRANTOR (INCLUDING, B>6 N& JAMETED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATEb J04k PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY, N"p -p& ,MIL,DEW. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT ANY' &I ORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERT'Y`VVA9,QBTAINED FROM A VARIETY OF SOURCES AND THAT GRANTOR HAS NOT MAtel,A?a INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATIONP AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPi?ETENtSS OF SUCH INFORMATION. GRANTOR IS NOT LIABLE OR BOUND IN ANY MANNEk - By ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR IM41s MADE ON AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS. RECEIVED 10141/1126 #316362 v2 6/3012010 PrQ Q 1 2f111 -2- PLANNING DEPARTMENT CITY OF CLEARWATER PINELLAS COUNTY FL OFF. REj BK 16972 PG 1816 .1 Ad valorem taxes for the present year having been prorated, Grantee hereby assumes payment thereof, and, - subsequent assessments for that and prior years due to change in land usage, ownership, or both. EXECUTED on the date set forth in the acknowledgment attached hereto to be effective as of the day of 2010. ------ Signed, sealed and delivered BANK OF AMERICA, N.A., a national bankinga#ociation, in the presence of successor by merger to Third City Natiollpl• $_at>tc ot,Clearw4ter WITNESSES: 1 l 1[t lac Name: 44na - --Fc,-nrs Name na C. Edwardr STATE OF TEXAS/ r7 JAY TAYI4k1ortior Vice President -•r O ,..•....?.1A '''urnrrs.r••• , COUNTY OF , The foregoing instrument was acR?lowledged befoie•me onQ&W J-3 - 2010; by _TAV Tsvrn1D ?. Senior Vice President of BANK OF A?VI$Rl?a? 1f.A., a rkional l association, successor by merger to Third City National Bank of Clearwater, on behalf of the association, who is ersonall known to me who has produced `- f`?rry? JUDY L,YWLICIN8O1!! t `?* Nolary Punta , Name: (/ u ?• S 1'11TE OF TEXAS \' NOTARY PU18LIC, State of Of EV• os 1 '12 Serial Number (if any) My Commission Expires: .s =? a `? 1 1 i 10141!1126 031636? v 1 611712010 -3- ORIGINAL RECEIVED o l? PLANNING DEPARTMEN) CITY OF CLEARWATER hz Ettc. MAP OF SKETCH LEGAL DESCRIPTION NOT A SURVEY IDoi mton pwM Ot Imo lyn9 and 9.M9 M Ix CNnly of -.. and SI.t. el -Id.. m.r. Pwlkvlnly .wON x IMwN f wn In t 1/4 e . S.ulnw..t 1/4 .1 Sw1im 2, T.w 29 SaIK Rm91 15 Cwt, vn 9. 091'42' E.. qmq u+ Ewl IM o 1 i/t s 1/1 n. Sa[n.11t 1/4 >0 H. 2' E.. I— un 8929'42• W., pI,- I. tn. E-- cm1w11M If Laid -1. 2. 50.00 1x1: innx - S. 00)'41- IT-1. SUNSET POINT ROAD 1 Au 1tRa,11L1 t h. Wltwly rlpnt-of-ny 1q. It Ni9nlmd Armu. 175 1.o1 lw . Point PI B.yk-W I,— -- S. o9742• 4CMl; MI/]9 S MC 15 L E^, dm9 rob rigor-of-woY Nn. )S 1111: IT—. run H, 0919'42' w., 1)0.0a 1x1; e. run N. O914a• W., denq ASPHALT ROADWAY . [e+t Ito. It Lela If Br.nlw.11 E-.(. (311 A.t .x 59. 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TOFF- 888.451.7878 If B.2 DEVELOPMENT AGREEMENTS SUPPLEMENTAL SUBMITTAL REQUIREMENTS: (Section 4-606.13) An application for approval of a development agreement shall be accompanied by the following (use separate sheets or include in a formal report): Lrl STATEMENT OF THE REQUESTED DURATION OF THE DEVELOPMENT AGREEMENT,WHICH SHALL NOT EXCEED TEN YEARS DESCRIPTION OF ALL EXISTING AND PROPOSED PUBLIC FACILITIES AND SERVICES THAT SERVE OR WILL SERVE THE DEVELOPMENT; CK DESCRIPTION OF THE USES DESIRED TO BE PERMITTED ON THE LAND, INCLUDING POPULATION DENSITIES AND BUILDING INTENSITIES AND HEIGHTS; INDENTIFICATION OF ZONING DISTRICT CHANGES, CODE AMENDMENTS THAT WILL BE REQUIRED IF THE PROPOSED DEVELOPME PROPOSAL WERE TO BE APPROVED; Nf ZONING AND LAND USE CATEGORIES OF ALL ADJOINING PROPERTIES; COMPLETE NAMES AND ADDRESSES OF ALL OWNERS OR PROPERTIES ABUTTING OR LYING WITHIN 200 FEET OF THE SUBJECT PROPERTY AS CURRENTLY LISTED IN THE COUNTY RECORDS AS OF ONE WEEK PRIOR TO THE FILING OF AN APPLICATION. C. PROOF OF OWNERSHIP: (Section 4-202.A) Jill SUBMIT A COPY OF THE TITLE OR DEED TO THE PROPERTY OR PROVIDE OWNER SIGNATURE ON PAGE OF THIS APPLICATION D. WRITTEN SUBMITTAL REQUIREMENTS: (Section 4-606.G) IY Provide the following contents to the development agreement, as follows: Contents. The approved development agreement shall contain, at a minimum, the following information: a. A legal description of the land subject to the development agreement. b. The names of all persons having legal or equitable ownership of the land. c. The duration of the development agreement, which shall not exceed ten years. d. The development uses proposed for the land, including population densities, building intensities and building height. e. A description of the public facilities and services that will serve the development, including who shall provide such public facilities and services; t date any new public facilities and services, if needed, will be constructed; who shall bear the expense of construction of any new public facilities a services; and a schedule to assure that the public facilities and services are available concurrent with the impacts of the development. T de-1--t ..g.re.,........,...... o 4 hall provide for a cashier'. check, e payment and f d performance rformance boon or letter of crW adi '. the amount of 14. 5 pcr Gcia if i ' .. ................. .. . estimated cost of the public facilities and services, to be deposited with the city to secure construction of any new public facilities and servi required to be constructed by the development agreement. The development agreement shall provide that such construction shall be complet prior to the issuance of any certificate of occupancy. f. A description of any reservation or dedication of land for public purposes. g. A description of all local development approvals approved or needed to be approved for the development. h. A finding that the development approvals as proposed is consistent with the comprehensive plan and the community development cod Additionally, a finding that the requirements for concurrency as set forth in Article 4 Division 10 of these regulations have been satisfied. i. A description of any conditions, terms, restrictions or other requirements determined to be necessary by the city commission for the public healt safety or welfare of the citizens of the City of Clearwater. Such conditions, terms, restrictions or other requirements may be supplemental requirements in existing codes or ordinances of the city. j. A statement indicating that the failure of the development agreement to address a particular permit, condition, term or restriction shall not retie I the developer of the necessity of complying with the law governing said permitting requirements, conditions, terms or restrictions. k. The development agreement may provide, in the discretion of the City Commission, that the entire development or any phase thereof I commenced or be completed within a specific period of time. The development agreement may provide for liquidated damages, the denial of futu I development approvals, the termination of the development agreement, or the withholding of certificates of occupancy for the failure of t I developer to comply with any such deadline. 1. A statement that the burdens of the development agreement shall be binding upon, and the benefits of the development agreement shall inure t all successors in interest to the parties to the development agreement. m. All development agreements shall specifically state that subsequently adopted ordinances and codes of the city which ar application not governing the development of land shall be applicable to the lands subject to the development agreement, and t codifications a I specifically anticipated in the development agreement. lFR O 12011 Page 2 of 5 - Development Agreement Application - City of Clearwater I DEVELOPMENT AGREEMENT APPLICATION Addition to B.2 1. A statement is contained in the Development Agreement that its duration shall not exceed ten (10) years. 2. The City of Clearwater currently provides all public facilities and services that serve the development. 3. The desired use shall be commercial retail with a single building not exceeding one story. Prohibited uses agreed to by the Developer include the following: a. Adult entertainment uses b. Night clubs and/or bars with on premises consumption. C. New or used car sales 4. Parcels 1 and 2 require a change of zoning to CG. ?? c 5 5. Land use of adjoining properties to the south is residential urban./ ?,Oil Land use of adjoining properties to the east is commercial general ZOy ' , G(Wu7P m/ eelo11r`?1 ?o ?? l`5 ,off .7 710 ORIGINAL. RECEIVED r-3 01 2011 PiANWING DEPARTMENT CITY OF CLEARWATER 00 DEVELOPMENT AGREEMENT FOR PROPERTY IN THE CITY OF CLEARWATER between THE CITY OF CLEARWATER, FLORIDA, and CAY 1475, LLC Dated as of .2011 w s Table of Contents ARTICLE 1. DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Use of Words and Phrases 3 Section 1.03 Florida Statutes 3 ARTICLE 2. PURPOSE, PROPOSAL AND DESCRIPTION OF PROJECT 3 Section 2.01 Finding of Public Benefit and Purpose 3 Section 2.02 Purpose of Agreement 3 Section 2.03 Scope of Project 3 Section 2.04 Cooperation of the Parties 4 ARTICLE 3. REGULATORY PROCESS 4 Section 3.01 Land Development Regulations 4 Section 3.02 Development Approvals and Permits 5 Section 3.03 Concurrency 5 ARTICLE 4. PLANS AND SPECIFICATIONS Section 4.01 Plans and Specifications ARTICLE 5. PROJECT DEVELOPMENT Section 5.01 Ownership of Project Site Section 5.02 Project Site Section 5.03 City's Obligations Section 5.04 Obligations of the Developer ARTICLE 6. PRIVITY Section 6.01 City not in Privity ARTICLE 7. INDEMNIFICATION Section 7.01 Indemnification by the Developer Section 7.02 Indemnification by the City Section 7.03 Limitation of Indemnification 6 6 7 7 7 7 7 7 7 8 8 8 9 01 I$ ARTICLE 8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER 9 Section 8.01 Representations and Warranties 9 Section 8.02 Covenants 11 ARTICLE 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CITY 12 Section 9.01 Representations and Warranties 12 Section 9.02 Covenants 13 ARTICLE 10. CONDITIONS PRECEDENT 14 Section 10.01 The Developer's Obligation to Proceed 14 Section 10.02 Construction of Project 14 Section 10.03 Responsibilities of the Parties for Conditions Precedent 14 ARTICLE 11. TERMINATION 15 Section 11.01 Termination 15 ARTICLE 12. RESTRICTIONS ON USE 15 Section 12.01 Project 15 ARTICLE 13. MISCELLANEOUS 15 Section 13.01 Assignments 15 Section 13.02 Successors and Assigns 16 Section 13.03 Notices 16 Section 13.04 Applicable Law and Construction 17 Section 13.05 Venue; Submission to Jurisdiction 17 Section 13.06 Estoppel Certificates 17 Section 13.07 Complete Agreement; Amendments 17 Section 13.08 Captions 18 Section 13.09 Holidays 18 Section 13.10 Exhibits 18 Section 13.11 No Brokers 18 Section 13.12 Not an Agent of City 18 Section 13.13 Memorandum of Development Agreement 18 Section 13.14 Public Purpose 18 Section 13.15 No General Obligation 18 Section 13.16 Other Requirements of State Law 19 Section 13.17 Technical Amendments, Survey Corrections 19 Section 13.18 Term; Expiration; Certificate 19 Section 13.19 Approvals Not Unreasonably Withheld 20 Section 13.20 Acceptance Contingency 20 Section 13.21 Effective Date 20 Exhibits A. Legal Description of Controlled Property and Property Site 23 B. Project Description 24 C. Permits and Approvals 25 D. Project Development Schedule 26 This Agreement for Development of Property (the "Agreement") is made as of this day of , 2011, by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the City), and CAY 1475, LLC, a Florida limited liability company (the Developer). WITNESSETH: WHEREAS, CAY 1475, LLC. has proposed to develop a mixed use project on certain property fronting on Sunset Point Road (the Project Site); and WHEREAS, it is necessary that the City take certain actions in order to make it possible for CAY 1475, LLC. to develop the Project Site; and WHEREAS, under Section 163.3223, the City has adopted Section 4-606 of the City's Community Development Code, establishing procedures and requirements to consider and enter into development agreements; and WHEREAS, the City has conducted such hearings as are required by and in accordance with Chapter 163.3220 et sea. Fla. Stat. and applicable law; and WHEREAS, the City has determined that as of the Effective Date of this Agreement, the proposed development is consistent with the City's Comprehensive Plan and Land Development Regulations; WHEREAS, at a duly called public meeting on , 2011, the City Council approved this Agreement, and authorized and directed its execution by the appropriate officials of the City; and WHEREAS, the Developer desires to develop the property by demolishing the existing Bank building and to construct a retail building generally conforming to the architectural elevation dimensions shown on Exhibit "B." WHEREAS, the Community Development Board approved the design and site plan as DVA 2011-01011 at meetings on , 2011 and , 2011; and WHEREAS, the members of CAY 1475, LLC have approved this Agreement and have authorized certain individuals to execute this Agreement on its behalf. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: ARTICLE 1. DEFINITIONS. 1.01. Definitions. The terms defined in this Article 1 shall have the following meanings except as herein otherwise expressly provided: Agreement" means this Agreement for Development of Property including any Exhibits and any amendments thereto. 2. "City" means the City of Clearwater, Florida, a Florida municipal corporation. 3. "City Council" means the governing body of the City. 4. "Commencement Date" means the date on which Developer commences or causes a Contractor to commence construction (see Section 5.05(12)). 5. "Completion Date" means the date on which the last certificate of occupancy required for the Project is issued. 6. "Construction Completion" means the date a Construction Completion Certificate is issued (see Section 7.03). 7. "Controlled Property" means those properties within the Project Site which are owned by the Developer and are more particularly described in the legal description set out in Exhibit A to this Agreement. 8. "Developer" means, for the purposes of this Agreement, CAY 1475, LLC. and its successors and assigns as provided in Article 18. 9. "Effective Date" means the date of approval and execution of this Agreement. 10. "Exhibits" means those agreements, diagrams, drawings, specifications, instruments, forms of instruments, and other documents attached hereto and designated as exhibits to, and incorporated in and made a part of, this Agreement. 11. "Permits" means all land development approvals and consents required to be granted, awarded, issued, or given by any governmental authority in order for construction of the Project, or any part thereof, to commence, continue or be completed. See Exhibit C. 12. "Plans and Specifications" means, as to each part of the Project to be developed, the site plan for the Project to be developed, filed with the City as required by the Land Development Regulations for the purpose of review and approval. 2 13. "Project" means, collectively, the concept of development for a retail store proposed by the Developer as described in Section 2.03(1) of this Agreement and the preliminary site plan which is attached hereto as Exhibit B. 14. "Project Site" means the land area generally bounded by Sunset Point Road, which is more particularly described and depicted on Exhibit A (see Section 5.02). 15. "Termination Date" means the date a termination certificate is issued. 16. "Termination for Cause" means a termination which results from an uncured, material breach of the Agreement. 1.02. Use of Words and Phrases. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural as well as the singular number, and the word "person" shall include corporations and associations, limited liability corporations and partnerships, including public bodies, as well as natural persons. "Herein," "hereby," "hereunder," "hereof," "herein before," "hereinafter" and other equivalent words referto this Agreement and not solely to the particular portion thereof in which any such word is used. 1.03. Florida Statutes. All references herein to Florida Statutes are to Florida Statutes (2010), as amended from time to time. ARTICLE 2. PURPOSE AND DESCRIPTION OF PROJECT. 2.01. Finding of Public Purpose and Benefit. The proposed Project and the design, construction, completion and operation of the Project, and each part thereof, is hereby found by the parties hereto: (1) to be consistent with and in furtherance of the objectives of the Comprehensive Plan of the City of Clearwater, (2) to conform to the provisions of Florida law, (3) to be in the best interests of the citizens of the City, (4) to further the purposes and objectives of the City. 2.02. Purpose of Agreement. The purpose of this Agreement is to provide for the development of the Project Site and the construction of certain improvements, all to enhance the quality of life, increase employment and improve the aesthetic and useful enjoyment of the City, all in accordance with and in furtherance of the Comprehensive Plan of the City of Clearwater and as authorized by and in accordance with the provisions of Florida law. 2.03. Scope of the Project. 1. The Project shall only include private parking and retail uses and appropriate accessory uses and shall be developed in conformity with the preliminary 3 plans of development which are attached as Exhibit B. Prohibited uses shall include adult entertainment, night clubs or bars with on premises consumption and new and used car sales. 2. Nothing shall preclude the Developer from developing or operating all or portions of the Project elements using any ownership format permitted under Florida Statutes including individual ownership formats. 3. The development shall consist of a one story retail store (Family Dollar Store) consisting of 8,320 square feet facing north to Sunset Point Road with associated parking, pedestrian sidewalks, storm water management system, landscaping, driveways, utilities, and associated infrastructure and its allowed use is retail. The height in feet as proposed would 25 feet to the high parapet. 4. FAR allowed is 0.40, FAR proposed is 0.125; ISR allowed is 0.85 and ISR proposed is 0.645. 5. Current Land Use is R/O/G, CG + RU and is anticipated to be changed to R/O/R. Current Zoning is O, C and LMDR and is anticipated to be changed to C. 2.04. Cooperation of the Parties. The City and the Developer recognize that the successful development of the Project and each component thereof is dependent upon the continued cooperation of the City and the Developer, and each agrees that it shall act in a reasonable manner hereunder, provide the other party with complete and updated information from time to time, with respect to the conditions such party is responsible for satisfying hereunder and make its good faith reasonable efforts to ensure that such cooperation is continuous, the purposes of this Agreement are carried out to the full extent contemplated hereby and the Project is designed, constructed, completed and operated as provided herein. ARTICLE 3. REGULATORY PROCESS. 3.01. Land Development Regulations. Land Use Designation. The Project Site is designated R/O/R in the City's Land Development Regulations. 2. Amendments. The City agrees to initiate amendments, if necessary, to the Comprehensive Plan of the City of Clearwater, and amendments have been approved prior to execution of the DVA. 4 3.02 Development Approvals and Permits. Applications for Development Approval. The Developer shall prepare and submit to the appropriate governmental authorities, including the City, applications for approval of all plans and specifications necessary for the Project, and shall bear all costs of preparing such applications, applying for and obtaining such permits, including payment of any and all applicable application, inspection, regulatory and impact fees or charges. The City shall, to the extent possible, expedite review of all applications, including foundation permits. A list of all permits and approvals required to implement the provisions of this agreement is attached as Exhibit "C". The failure of this Agreement to address a particular permit, condition, or term of restriction shall not relieve the Developer of the necessity of complying with the law governing said permitting requirements, conditions, terms or restrictions. 2. Schedule. A Project Development Schedule is attached to this Agreement as Exhibit D that identifies the scheduled tasks for the project together with the start and completion dates for the project. Adherence to the schedule will enable the Developer to document a continuous construction project to the State of Florida. 3. City Cooperation and Assistance. The City shall cooperate with the Developer in obtaining all necessary Permits required for the construction, completion and opening for business of the Project. 4. City Authority Preserved. The City's duties, obligations, or responsibilities under any section of this Agreement, specifically including, but not limited to, this Section 3.02, shall not affect the City's right, duty, obligation, authority and power to act in its governmental or regulatory capacity in accordance with applicable laws, ordinances, codes or other building regulations. Notwithstanding any other provision of this Agreement, any required permitting, licensing or other regulatory approvals by the City shall be subject to the established procedures and substantive requirements of the City with respect to review and permitting of a project of a similar or comparable nature, size and scope. In no event shall the City, due to any provision of this Agreement, be obligated to take any action concerning regulatory approvals except through its established procedures and in accordance with applicable provisions of law. 3.03. Concurrency. 1. Concurrency Required. The parties hereto recognize and acknowledge that Florida law (specifically, Part II, Chapter 163, Florida Statutes, and Rule 9J-5, Florida Administrative Code, collectively the "Growth Management Act") 5 imposes restrictions on development if adequate public improvements are not available concurrently with that development to absorb and handle the demand on public services caused by development. The City has created and implemented a system for monitoring the effects of development on public services within the City. The Developer recognizes and acknowledges it must satisfy the concurrency requirements of Florida law and the City's regulations as applied to this Project. Specifically, the transportation concurrency requirements have or will be met. 2. Reservation of Capacity. The City hereby agrees and acknowledges that as of the Effective Date of this Agreement, the Project satisfies the concurrency requirements of Florida law. The City agrees to reserve the required capacity to serve the Project for the Developer and to maintain such capacity for a period of three (3) years from the Effective Date of this Agreement and that such period shall be automatically extended for an additional three (3) years if the Developer commences construction within the initial three (3) year period. The City recognizes and acknowledges that the Developer will rely upon such reservation in proceeding with the Project. 3. Required Public Facilities. In addition to the obligations of the City and the Developer set out in Article 5 of this Agreement, the following public facilities are available concurrent with the impacts of the development, i.e., a. Sewer and Water services are available from City of Clearwater. b. Roadway level of service is acceptable to City (Highland Avenue) and County (Sunset Point Road) roadways. C. Solid Waste if provided by the City of Clearwater. d. Emergency services are available from the City of Clearwater. ARTICLE 4. PLANS AND SPECIFICATIONS. 4.01. Plans and Specifications. Responsibility for Preparation of Plans and Specifications. The Developer shall be solely responsible for and shall pay the cost of preparing, submitting and obtaining approval of the Plans and Specifications for the Project. 2. Use of Qualified Professionals. The Developer shall retain qualified professionals to prepare the Plans and Specifications and shall cause such professionals to prepare the Plans and Specifications. 6 ARTICLE 5. PROJECT DEVELOPMENT. 5.01. Ownership of Project Site. The Developer is the owner of the Project Site which is more particularly described in Exhibit A to this Agreement (Controlled Property). 5.02. Project Site. The Project Site consists of that property located at 1475 Sunset Point Road, as more particularly described in Exhibit A. 5.03. City's Obligations. 1. Timely Completion. The City recognizes the public importance of the timely completion of the proposed improvements, and time is deemed to be of the essence. The City considers this Agreement as overall authority for the Developer to proceed to permit and agrees to expeditiously process within the CDC requirements. 2. The City's obligations are conditioned upon the site and building plans in Exhibit B, which was reviewed as part of application No. FLS2011-02002 by the Development Review Committee on March 3, 2011. 5.04. Obligations of the Developer. Project Obligations. The Developer agrees to cant' out the redevelopment of the Project Site by completing the purchase of all of the Controlled Property, preparing project plans and specifications, obtaining approvals by governmental authorities necessary for development of the Project, constructing various private improvements on the Project Site and operating the Project as a unified and integrated project. The Developer shall take all actions necessary to maintain control of the Project Site, until a certificate of occupancy is issued by the City. 2. Commencement of Construction. construction of the Project within Agreement. The Developer shall commence two years of the Effective Date of this ARTICLE 6. PRIVITY. 6.01 City Not in Privity. The City shall not be deemed to be in privity of contract with any Contractor or provider of services with respect to the construction of any part of the Project not constituting all or any part of public improvements. 7 ARTICLE 7. INDEMNIFICATION. 7.01. Indemnification by the Developer. 1. The Developer agrees to indemnify, defend and hold harmless, the City, its respective agents, officers, or employees from any and all liabilities, damages, penalties, judgments, claims, demands, costs, losses, expenses or attorneys' fees through appellate proceedings, for personal injury, bodily injury, death or property damage arising out of, or by reason of any act or omission of the Developer, its agents, employees or contractors arising out of, in connection with or by reason of, the performance of any and all services covered by this Agreement, or which are alleged to have arisen out of, in connection with or by reason of, the performance of any and all services covered by this Agreement, or which are alleged to have arisen out of, in connection with, or by reason of, the performance of such services. 2. The Developer shall indemnify, defend and hold harmless the City its officers and employees from any and all liabilities, damages, costs, penalties, judgments, claims, demands, losses, or expenses (including but not limited to, actual attorneys' fees and engineering fees) arising from or attributable to any breach by the Developer, as the case may be, or any representations or warranties contained in Section 9.01, or covenants contained in Section 9.02. 3. The Developer's indemnity obligations under subsection (1) and (2) of this Section shall survive the earlier of the Termination Date or the Expiration Date, but shall apply only to occurrences, acts or omissions that arise on or before the earlier of the Termination Date or the Expiration Date. 4. The Developer's indemnity hereunder is in addition to and not limited by any insurance policy and is not and shall not be interpreted as an insuring agreement between or among the parties to this Agreement, nor as a waiver of sovereign immunity for any party entitled to assert the defense of sovereign immunity. 7.02. Indemnification by the City. 1. Notwithstanding the foregoing, nothing herein contained shall be construed to waive City's sovereign immunity, the provisions and the limitations set forth in Section 768.28 Florida Statutes, as amended from time to time, or a consent to be sued by third parties. 8 7.03. Limitation of Indemnification. Notwithstanding anything to the contrary contained herein, with respect to the indemnification obligations of the Developer (as set forth in Section 8.01) and the City (as set forth in Section 8.02), the following shall apply: 1. The indemnifying party shall not be responsible for damages that could have been, but were not, mitigated by the indemnified party; 2. The indemnifying party shall not be responsible for that portion of any damages caused by the negligent or willful acts or omissions of the indemnified party; and 3. There shall be no obligation to indemnify hereunder in the event that the indemnified party (1) shall have effected a settlement of any claim without the prior written consent of the indemnifying party, or (2) shall not have subrogated the indemnifying party to the indemnified party's rights against any third party by an assignment to the indemnifying party of any cause or action against such third party. ARTICLE 8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER. 8.01. Representations and Warranties. The Developer represents and warrants to the City that each of the following statements is currently true and accurate and agrees the City may rely upon each of the following statements: 1. The Developer is a Florida Limited Liability Company duly organized and validly existing under the laws of the State of Florida, has all requisite power and authority to carry on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party, is qualified to do business in the State of Florida, and has consented to service of process upon a designated agent for service of process in the State of Florida. 2. This Agreement and, to the extent such documents presently exist in a form accepted by the City and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the Developer, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof: (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Developer, (iii) contravenes or results in 9 any breach of, default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the Developer under any indenture, mortgage, deed of trust, bank loan or credit agreement, the Developer's Articles of Incorporation, or, any other agreement or instrument to which the Developer is a party or by which the Developer may be bound. 3. This Agreement and, to the extent such documents presently exist in a form accepted by the City and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of the Developer enforceable against the Developer in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. 4. There are no pending or, to the knowledge of the Developer threatened actions or proceedings before any court or administrative agency against the Developer, or against any controlling shareholder, officer, employee or agent of the Developer which question the validity of this Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Developer. 5. The Developer has filed or caused to be filed all federal, state, local and foreign tax returns, if any, which were required to be filed by the Developer and has paid, or caused to be paid, all taxes shown to be due and payable on such returns or on any assessments levied against the Developer. 6. All financial information and other documentation, including that pertaining to the Project or the Developer, delivered by the Developer to the City was, on the date of delivery thereof, true and correct. 7. The principal place of business and principal executive offices of the Developer is in PINELLAS PARK, Florida, and the Developer will keep records concerning the Project (such as construction contracts, financing documents and corporate documents) and all contracts, licenses and similar rights relating thereto at an office in Pinellas County. 8. As of the Effective Date, the Developer will have the financial capability to carry out its obligations and responsibilities in connection with the development of the Project as contemplated by this Agreement. 10 9. The Developer has the experience, expertise, and capability to develop, cause the construction, and complete the Project and, oversee and manage the design, planning, construction, completion and opening for business of the Project. 8.02. Covenants. The Developer covenants with the City that until the earlier of the Termination Date or the Expiration Date: 1. The Developer shall timely perform or cause to be performed all of the obligations contained herein which are the responsibility of the Developer to perform. 2. During each year that this Agreement and the obligations of the Developer under this Agreement shall be in effect, the Developer shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals and shall cause to occur those events contemplated by this Agreement that are applicable to, and that are the responsibility of, the Developer. 3. The Developer shall assist and cooperate with the City to accomplish the development of the Project by the Developer in accordance with the Plan and Specifications, and this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts or agreements that are or will be applicable thereto. 4. Subsequent to the Effective Date, the Developer shall maintain its financial capability to develop, construct and complete the Project and shall promptly notify the City of any event, condition, occurrence, or change in its financial condition which adversely affects, or with the passage of time is likely to adversely affect, the Developer's financial capability to successfully and completely develop, construct and complete the Project as contemplated hereby. 5. The Developer shall promptly cause to be filed when due all federal, state, local and foreign tax returns required to be filed by it, and shall promptly pay when due any tax required thereby. 6. The Developer shall maintain its existence, will not dissolve or substantially dissolve all of its assets and will not consolidate with or merge into another corporation, limited partnership, or other entity or permit one or more other corporations or other entity to consolidate with or merge into it without the prior approval of the City unless the Developer retains a controlling interest in the consolidated or merged corporation, and will promptly notify the City of 11 any changes to the existence or form of the corporation or any change in the controlling shareholders, officers or directors of the Developer. 7. Other than sales and assignments contemplated by this Agreement, the Developer shall not sell, lease, transfer or otherwise dispose of all or substantially all its assets without adequate consideration and will otherwise take no action which shall have the effect, singularly or in the aggregate, of rendering the Developer unable to continue to observe and perform the covenants, agreements, and conditions hereof and the performance of all other obligations required by this Agreement. 8. Except for the removal of any structures, plants, items or other things from the Project Site necessary for construction of the Project to commence and continue, the Developer shall not permit, commit, or suffer any waste or impairment of the Project or the Project Site prior to the Completion Date. 9. Provided all conditions precedent thereto have been satisfied or waived as provided herein, the Developer shall design, construct and complete the Project such that it is substantially complete as provided in this Agreement no later than the Project Completion Date. ARTICLE 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CITY. 9.01. Representations and Warranties. The City represents and warrants to the Developer that each of the following statements is currently true and accurate and agrees that the Developer may rely on each of the following statements: 1. The City is a validly existing body corporate and politic of the State of Florida, has all requisite corporate power and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party. 2. This Agreement and, to the extent such documents presently exist in a form accepted by the City and the Developer, each document contemplated or required by this Agreement to which the City is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the City, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulation or 12 order applicable to or binding on the City, (iii) contravenes or results in any breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the City under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which the City is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of the City outstanding on the Effective Date. 3. This Agreement and, to the extent such documents presently exist in a form accepted by the City and the Developer, each document contemplated or required by this Agreement to which the City is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of the City enforceable against the City in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. 9.02. Covenants. The City covenants with the Developer that until the earlier of the Termination Date or the Expiration Date: The City shall timely perform, or cause to be performed, all of the obligations contained herein which are the responsibility of the City to perform. 2. During each year that this Agreement and the obligations of the City under this Agreement shall be in effect, the City shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals, and shall cause to occur those events contemplated by this Agreement that are applicable to and are the responsibility of the City. 3. The City shall assist and cooperate with the Developer to accomplish the development of the Project in accordance with this Agreement and the Plans and Specifications, will carry out its duties and responsibilities contemplated by this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will be applicable thereto, and, to the extent permitted by law, the City will not enact or adopt or urge or encourage the adoption of any ordinances, resolutions, rules regulations or orders or approve or enter into any contracts or agreements, including issuing any bonds, notes, or other forms of indebtedness, that will result in any provision of this Agreement to be in violation thereof. 4. Except for the demolition of existing structures on the Project Site and the removal of objects from the Project Site as contemplated by this Agreement, 13 the City shall not permit, commit, or suffer any waste or impairment to the Project Site, nor shall the City request or recommend any rezoning of the Project Site, or any part thereof, which will prevent or adversely affect the development of the Project. ARTICLE 10. CONDITIONS PRECEDENT. 10.01. The Developer's Obligation to Proceed with the Project. Unless this Agreement has been terminated pursuant to Article 11 hereof, the obligation of the Developer to proceed with the Project is subject to the fulfillment to the satisfaction of, or waiver in writing by, the Developer of each of the following conditions precedent: 1. The Developer shall have received evidence satisfactory to the Developer that the Project Site permits the uses contemplated in this Agreement. 2. The Plans and Specifications as are required for issuance of the Building Permit required to commence construction of the Project shall have been approved by the City in accordance with applicable ordinances, land use regulations, building codes and other regulations of the City. 3. The Developer shall have obtained commitments from the Project Construction Lender as provided in Article 6 hereof. 4. All Permits and the Building Permit necessary for construction of the Project to commence shall have been issued. 10.02. Construction of Project. Subject to termination of this Agreement pursuant to Article 11, the obligation of the Developer to commence construction of the Project on the Commencement Date is subject to the fulfillment to the satisfaction of, or waiver in writing by, the Developer of the following conditions: 1. The Plans and Specifications that are necessary to commence construction shall have been approved by the City, and the initial Building Permit for the commencement of construction of that part of the Project and all other Permits necessary for construction to commence have been issued. 10.03. Responsibilities of the Parties for Conditions Precedent. The parties hereto shall not, individually or collectively, knowingly, intentionally or negligently prevent any condition precedent from occurring; provided, however, nothing in this Section is intended or shall be deemed to deny any party the right to reasonably exercise its discretion to the extent permitted by law or this Agreement. 14 ARTICLE 11. TERMINATION. 11.01 Termination. If the Developer's obligations set forth in this Agreement are not followed in a timely manner, as reasonably determined by the City Manager, after notice to the Developer and an opportunity to be heard, existing permits shall be administratively suspended and issuance of new permits suspended until the Developer has fulfilled its obligations. Failure to timely fulfill its obligations may serve as a basis for termination of this Agreement by the City, at the discretion of the City and after notice to the Developer and an opportunity for the Developer to be heard. ARTICLE 12. RESTRICTIONS ON USE. 12.01. Project. Prior to the earlier of the Termination Date or the Expiration Date, no use of the Project, other than as described in Section 2.03, shall be permitted, other than the operation of improvements existing on the Effective Date until those improvements are demolished, unless and until the Developer orthe person, if other than the Developer, intending to so use the Project or Project Site, shall file with the City a request for a release from the restriction imposed by this Section. The Governing Body of the City shall promptly consider such request and either deny the request, approve the request as filed, or approve the request subject to such terms, conditions and limitations as the City may reasonably require. Unless specifically requested and approved, a release of the restriction imposed by this Section shall not release the Developer from any obligations or restrictions imposed by this Agreement or any agreement, instrument or document contemplated hereby. ARTICLE 13. MISCELLANEOUS 13.01. Assignments. By the Developer. a. Prior to the Commencement Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Project, or any part thereof, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the terms of this Agreement the same as the Developer for such part of the Project as is subject to such sale, conveyance, assignment or other disposition. Any sale, conveyance, assignment or other disposition of the property and project shall require the consent of the City, which shall not be unreasonably withheld. 15 b. If the assignee of the Developer's right, title, interest and obligations in and to the Project, or any part thereof assumes all of the Developer's obligations hereunder for the Project, or that part subject to such sale, conveyance, assignment or other disposition, then the Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the City agrees to execute an instrument evidencing such release, which shall be in recordable form. 13.02. Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the City, and its successors and assigns, and the Developer and its successors and assigns, except as may otherwise be specifically provided herein. 13.03. Notices. 1. All notices, demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer: CAY 1475, LLC 6654 78th Avenue N. Pinellas Park, FL 33781 To the City: City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 with copies to: Stephen G. Watts, Esquire 1446 Court Street Clearwater, FL 33756 with copies to: Pam Akin, Esquire Clearwater City Attorney 112 S. Osceola Avenue Clearwater, FL 33756 2. Notices given by courier service or by hand delivery shall be effective upon delivery and notices given by mail shall be effective on the third (3rd) business day after mailing. Refusal by any person to accept delivery of any notice delivered to the office at the address indicated above (or as it may be changed) shall be deemed to have been an effective delivery. The addresses to which notices are to be sent may be changed from time to time by written notice delivered to the other parties and such notices shall be effective upon receipt. Until notice of change of address is received as to any particular party hereto, all other parties may rely upon the last address given. 16 13.04. Applicable Law and Construction. The laws of the State of Florida shall govern the validity, performance and enforcement of this Agreement. This Agreement has been negotiated by the City and the Developer and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by the City or the Developer, but by all equally. 13.05. Venue; Submission to Jurisdiction. 1. For purposes of any suit action, or other proceeding arising out of or relating to this Agreement, the parties hereto do acknowledge, consent, and agree that venue thereof is Pinellas County, Florida. 13.06. Estoppel Certificates. The Developer and the City shall at any time and from time to time, upon not less than ten (10) days prior notice by another party hereto, execute, acknowledge and deliver to the other parties a statement in recordable form certifying that this Agreement has not been modified and is in full force and effect (or if there have been modifications that the said Agreement as modified is in full force and effect and setting forth a notation of such modifications), and that to the knowledge of such party, neither it nor any other party is then in default hereof (or if another party is then in default hereof, stating the nature and details of such default), it being intended that any such statement delivered may be relied upon by any prospective purchaser, mortgagee, successor, assignee of any mortgage or assignee of the respective interest in the Project, if any, of any party made in accordance with the provisions of this Agreement. 13.07. Complete Agreement; Amendments. 1. This Agreement, and all the terms and provisions contained herein, including without limitation the Exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements, whether written or oral. 2. Any provision of this Agreement shall be read and applied in para materia with all other provisions hereof. 3. This Agreement cannot be changed or revised except by written amendment signed by all parties hereto. 4. All development agreements shall specifically state that subsequently adopted ordinances and codes of the City which are of general application not governing the development of land shall be applicable to the lands subject to the development agreement, and that such modifications are specifically anticipated in the development agreement. 17 1 13.08. Captions. The article and section headings and captions of this Agreement and the table of contents preceding this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any article,, section, subsection, paragraph or provision hereof. 13.09. Holidays. It is hereby agreed and declared that whenever a notice or performance under the terms of this Agreement is to be made or given on a Saturday or Sunday or on a legal holiday observed in the City, it shall be postponed to the next following business day. 13.10. Exhibits. Each Exhibit referred to and attached to this Agreement is an essential part of this Agreement. The Exhibits and any amendments or revisions thereto, even if not physically attached hereto shall be treated as if they are part of this Agreement. 13.11. No Brokers. The City and the Developer hereby represent, agree and acknowledge that no real estate broker or other person is entitled to claim or to be paid a commission as a result of the execution and delivery of this Agreement, including any of the Exhibits, or any proposed improvement, use, disposition, lease, conveyance or acquisition of any or all of the Project Site. 13.12. Not an Agent of City. During the term of this Agreement, the Developer hereunder shall not be an agent of the City with respect to any and all services to be performed by the Developer (and any of its agents, assigns, or successors) with respect to the Project. .. 13.13. Memorandum of Development Agreement. The City and the Developer agree to execute, in recordable form, on the Effective Date, the short form "Memorandum of Agreement for Development and Disposition of Property" and agree, authorize and hereby direct such Memorandum to be recorded in the public records of Pinellas County, Florida, as soon as possible after execution thereof. The Developer shall pay the cost of such recording. 13.14. Public Purpose. The parties acknowledge and agree that this Agreement satisfies, fulfills and is pursuant to and for a public purpose and municipal purpose and is in the public interest, and is a proper exercise of the City's power and authority. 13.15. No General Obligation. In no event shall any obligation of the City under this Agreement be or constitute a general obligation or indebtedness of the City or the City, a pledge of the ad valorem taxing power of the City or the City or a general obligation or indebtedness of the City or the City within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable 18 solely from legally available revenues and funds. Neither the Developer nor any other party under or beneficiary of this Agreement shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the City or any other governmental entity or taxation in any form on any real or personal property to pay the City's or the City's obligations or undertakings hereunder. 13.16. Other Requirements of State Law. Nothing in this Agreement shall be deemed to relieve either party from full compliance with any provision of State law which is applicable to any of the obligations or undertakings provided for in this Agreement. In the event that this Agreement omits an obligation to comply with any provision of State law in regard to any of the obligations or undertakings provided for in this Agreement, it is the intention of the parties that such applicable State law shall be deemed incorporated into this Agreement and made a part thereof. In the event that there is any conflict between the provisions of this Agreement and applicable State law, it is the intention of the parties that the Agreement shall be construed to incorporate such provisions of State law and that such provisions shall control. 13.17. Technical Amendments; Survey Corrections. In the event that due to minor inaccuracies contained herein or any Exhibit attached hereto or any other agreement contemplated hereby, or due to changes resulting from technical matters arising during the term of this Agreement, the parties agree that amendments to this Agreement required due to such inaccuracies, unforeseen events or circumstances which do not change the substance of this Agreement may be made and incorporated herein. The City Manager is authorized to approve such technical amendments on behalf of the City, respectively, and is authorized to execute any required instruments, to make and incorporate such amendment to this Agreement or any Exhibit attached hereto or any other agreement contemplated hereby. Technical/minor amendments are addressed through Community Development Coordinator Minor Deviation process. 13.18. Term; Expiration; Certificate. 1. If not earlier terminated as provided herein, this Agreement shall expire and no longer be of any force and effect on the tenth anniversary of the Effective Date. 2. Upon completion of the term of this Agreement, all parties hereto shall execute the Agreement Expiration Certificate. The Agreement Expiration Certificate shall constitute (and it shall be so provided in the certificate) a conclusive determination of satisfactory completion of all obligations hereunder and the expiration of this Agreement. 3. The Agreement Expiration Certificate shall be in such form as will enable it to be recorded in the public records of Pinellas County, Florida. Following 19 execution by all of the parties hereto, the Agreement Expiration Certificate shall promptly be recorded by the Developer in the public records of Pinellas County, Florida and the Developer shall pay the cost of such recording. 13.19. Approvals Not Unreasonably Withheld. The parties hereto represent that it is their respective intent as of the Effective Date and do covenant and agree in the future that all approvals, consents, and reviews will be undertaken and completed as expeditiously as possible, in good faith, and will not be arbitrarily or unreasonably withheld, unless otherwise expressly authorized by the terms of this Agreement. 13.20. Acceptance Contingency. The acceptance of the Development Agreement is contingent upon adoption of future land use plan amendments and rezoning for all or portions of the controlled property. All Land Use plan amendments and all required zoning shall have occurred prior to the execution of this Agreement 13.21. Effective Date. The Effective Date shall be the date of the last signature to this Agreement. 20 f IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of this day of , 2011. Countersigned: Frank V. Hibbard Mayor Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney CITY OF CLEARWATER, FLORIDA By: Attest: William B. Horne II City Manager Rosemarie Call City Clerk 21 CAY 1475, LLC Attest: By: _ STATE OF FLORIDA COUNTY OF PINELLAS) Member By: Member The foregoing instrument was acknowledged before me this day of 2011 by and , as authorized Members of CAY 1475, LLC By: Signature of Notary Public Printed, typed or stamp My Commission Expires: 22 EXHIBIT A Legal Description of Controlled Property And Project Site PROPERTY LEGAL DESCRIPTTON THAY CERTAIN PARCEL OF LAND LYING.AND BEING IN THE COUNTY OF PINELLAS AND STATE OF FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: FROM THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 2, TOWNSHIP 29 SOUTH, RANGE 15 EAST, RUN S000742"E, ALONG THE EAST LINE OF THE SAID NORTHWEST 1/4 OF THE SOUTHWEST 1/4 50:00 FEET; THENCE RUN N89°29'42"W, PARALLEL TO T IE EAST-WEST CENTER LINEOF SAID SECTION 2, 50.00 FEET; THENCE RUN SO°0742"E, ALONG THE WESTERLY RIGHT-OF-WAY LINE OF HIGHLAND AVENUE 175 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE S0°07'42"E, ALONG SAID RIGHT-OF-WAY LINE 75 FEET; THENCE RUN N8912942"W, 170.02 FEET; THENCE RUN N0007'42"W, ALONG THE EAST LINE OF LOT 8 OF BRENTWOOD ESTATES (SEE PLAT BOOK 59, PAGE 28, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA), 15.77 FEET TO THE NORTHEAST CORNER OF SAID LOT 8; THENCE RUN N57019'OT'W, 124.72 FEET TO THE NORTHEAST CORNER OF LOT 10 SAID BRENTWOOD ESTATES; THENCE RUN N89°26'15"W, ALONG THE NORTH LINE OF LOTS 10 THRU 12 OF BRENTWOOD ESTATES, 175.15 FEET; THENCE RUN NO°07'42"W, 167.63 FEET; THENCE RUN S89029'42"E, ALONG THE SOUTH RIGHT-OF-WAY LINE OF SUNSET POINT ROAD (SAID LINE BEING 50 FEET SOUTH OF AND PARALLEL TO THE EAST-WEST CENTER LINE OF SAID SECTION 2) 300 FEET, THENCE RUN SO°07'42"E, 175 FEET; THENCE S8912942"E, 150 FEET TO P.O.B., BEING A PORTION OF THE NW 1/4 OF. THE SW 1/4 OF SECTION 2-29-15 AND BEING IN PART A PORTION OF LOT 9, OF BRENTWOOD ESTATES. 23 EXHIBIT B Project Description and Site Plan Proposed 8,320 square foot Family Dollar Store with associated parking, pedestrian sidewalks, storm water management system, landscaping, driveways, utilities and associated infrastructure. Please see Exhibit 1 and Exhibit 2 attached hereto. 24 X a® E scAlc r . Eo• ) t 1 - -------------------------------------------- SUNSET POINT ROAD - - - ASPHALT A!0AI;WAY - - - - - - - -- - - - - - - - - - - - - - - - - - - - - IN rtw[ AN, rlo .t, t t.[ R.? m0 Rr.. AN, [.w r PR1x z0[ Itr+, r tAmRwa -' I StRUt - T:,, ?_ii t>w) 1RACto+ Mnw[ ??d''t[ 1 aro[ tie .,.• - P ... $s a r rsr?'rcc 1>?9 wr¢ts- l Ys[i m m m Lu O X W ?o ohN CC a C' aR ?? Pa AN«NNPNPL. P.P.YNL.._..._.. ? i * LND uXe a zD.1a LR1oP ?'. ' (TO FRN,n R.wO uc Pu uRNNRCm)_ ISM r ? ?S 1WICA?NAN APPED __ +f S ?..y` IN- 0229/15/10926/000/0100 MANNA, IDUSSEi M/ / NN [r P1 ' . 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L 1?IrroY RMD,YM M6l RIK rRr1N 4 rtdLMMO YN N.rolAWl6 YriRll?roraN?YIrMLY u%r?ec ro se io?'eAr Dw.?ROrDro ctLrr ym. m r01YC Om•. ?ro YRIi?wRl?rrta0 N7fY rcRN*A?4.L rurRL ?aAm"ie Lw?`i ewu weAr rri.RAO wrs+r LDrsL ?2 rwrnwrrs.rt. v?° ' ` ?siwrw ?R?aRMmu W O = - - - Al 04 LRrt.r L CANOPY DTL Y R.AML.A?Po?AAm?rARUYDDLLARDDL?.,R ciu*r..?L A1O Mai Y AlrwOV® sY star DOI.LM sPoia Rn?ssrtwms EXTERIOR FINISH SCHEDULE R MY DrrMIR011 M MaRI Y4LIA1'a 00.010 NIOIN DROLL 0. AREA TYPE COATS- .r-.: w. rura "r2eL.a.•rrr - Ot rtiAL aw. rY6? NICOR • .rvn rva _ araa cacti ?A.amwrw cw' - _ - t MaIN LLLLWaYNTbY16 COLOR W am YY60NC' O ? IfT/L GICrrIC? Vr r?W- = ?? MATOIMCOLOR TATtlOIRW aI • ' r-rmrx rwa?sw ?rnm T snw w.iwAi raRw uuwa W.aN urtrr ?sD M - Vl! Rla r'Ya N C0L0R'lbTR1Al1 YNIT[• O rCiAL LLaL rr+as rncol[ =.rcM RwL - wmR fact=tiw,nrwa- - - _ - - - wewi auuweuturLS oaae m.w vcvi xaN• Vr. raa Ra MC0.Ql'MCTIDY ® HART rvds _ NCaR - CI.ASe1L R1tl - r1C(Ar COLOIa TOUR urlfe• _ - - __ rill rMttJM CGLdL W sw vI0i0L YQN• O i ? 1'lTAL 6RDIla FWi! x L----------- Ntl0R T'0` 1' / ..M - - - w.Lwe nercrn aaae ew -m craaac• rauN Us ssLrt rACSO ou oenleoR ura s rrw suwa euPoaw eaaL W sm •uesanr © sim.?DU,A1os ohlRnwura ? r1APoA WerN MLLUea WAaw'WmY RlD• O r'lTAL IULr Po Y ORBIIMD eILVALV! EXTERIOR FINISH NOT ES: l AITLY rwwslr NOL C RLLIR Po CC?CIl1[ GLOOC I'IDOR Po rNWI ?1NiNk 1 r rlTAL IXWDMti M a1ID.0iG PolIleNli r1ARRACNOR?liMOAlp COLOR! Po FY1LT pOLLAR rae ATRDYK u m oR rasrt ?a1tRAeiae ruse NDrrr Lar.. rvMN L11L1.1I•IL De.LL®t nwT rANi a etNS R1dLelD sqe • sAruT DOLLAR sPoRS .vo r?vau swow+nalwa wA1lR wn+ sPoli LOCATION X roAO. caew.w.? ar Wr DmA; W R"0 11"T"T F THE TM rm omx= Or nOtAP RIGHT SIDS 6LiVATiON w.wlcRLOr.,c11 snort THE YeA•rfEe f THE narorrrE c/HT c.*klq•Y ro ROf ueeD. Y W,v AR AWiN6 a[ on41e ?ow9 or ~M= o" roar ma uwD. rtal. wrrnarK IhCM rHMa.T DoLLae sralla rraY aauARna? rAwo.r Lrd010 - L1R1 w-v h,.L R.reR1. Y 1.Rr1? rR. RaOA?ua..n.a.:nnrauL.snw..unn... s a.cnrx r?.o..eewrse?el..Twrw senO°?1Afmwo.'rn RUm°auw?.o.m __ro1°'R' ww. saML 1 I L_ - - - - - - - - - - - - - - - - - - RRONT GLBYATION Y O 14Wm1 NIR.OORIRIi. JONt N LLAl1A 1.01.I.QY m r nL+ag sre ?i ausxiw a ruTlwuL rusoner AMOCIATIRL 1 4 NOTE: C.L. Holt, Architect Inc. 1136 Greenwood Cliff Chorlotte, NC 28204 Ph. 704-342-7966 Fx. 704-343-0054 l1JAL meneLT • CLRFLTAOM r P a EXHIBIT C Permits and Approvals City of Clearwater FLS SWFWMDF ERP Pinellas County R/W Permit NPDES Permit FDEP Water (potentially) FDEO Sewer (potentially) 25 r EXHIBIT D Project Development Schedule Civil Engineer plan preparation September, 2011 City of Clearwater FLS resubmittal October, 2011 Building plan submittal November, 2011 FDEP permit submittal November, 2011 SWFWMD permit submittal November, 2011 Pinellas County Right-of-Way permit submittal December, 2011 Permit approvals January, 2012 Demolition of existing building January, 2012 Start of construction February, 2012 Completion of construction June, 2012 26 Prepared by and return to: Stephen G. Watts Attorney at Law Stephen G. Watts, P.A. 1446 Court Street Clearwater, Florida 33756 727-461-3232 (Space above this line for recording Date) MEMORANDOM OF DEVELOPMENT AGREEMENT The undersigned CITY OF CLEARWATER, FLORIDA, and CAY 1475, LLC, as the Developer, hereby memorandize and set forth the following in regard to the DEVELOPMENT AGREEMENT executed on the day of , 2011. 1. The parties hereto are the principals in a certain DEVELOPMENT AGREEMENT dated , 2011, for the following described property: See Attached Exhibit A 2. The said DEVELOPMENT AGREEMENT creates certain rights and obligations in and to the parties hereto. 3. The purpose of the execution of this Memorandum of Development Agreement is for recording in the Public Records of Pinellas County, Florida to indicate by constructive notice that the DEVELOPMENT AGREEMENT exists and that certain rights and obligations inure to the parties executing this lease option. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of this day of , 2011. Countersigned: CITY OF CLEARWATER, FLORIDA By: Frank V. Hibbard William B. Home II Mayor City Manager Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Attest: Rosemarie Call City Clerk CAY 1475, LLC Attest: By: _ STATE OF FLORIDA COUNTY OF PINELLAS ) Member By: Member The foregoing instrument was acknowledged before me this day of , 2011 by and , as authorized Members of CAY 1475, LLC By: Signature of Notary Public My Commission Expires: Printed, typed or stamp EXHIBIT A Legal Description of Controlled Property And Project Site PRO,PERTX LEGAL PASCI2IPTIQN THAYCERTAIN PARCEL OF LAND LYING AND BEING IN THE COUNTY OF PINELLAS AND STATE OF FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: FROM THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 2, TOWNSHIP 29 SOUTH, RANGE 15 EAST, RUN SO-0742"E, ALONG THE EAST LINE OF THE SAID NORTHWEST 1/4 OF THE SOUTHWEST 1/4 50.00 FEET; THENCE RUN N89°29'42"W, PARALLEL TO THE EAST-WEST CENTER LINEOF SAID SECTION 2, 50.00 FEET; THENCE RUN S0°0742"E, ALONG THE WESTERLY RIGHT-OF-WAY LINE OF HIGHLAND AVENUE 175 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE SO°07'42"E, ALONG SAID RIGHT-OF-WAY LINE 75 FEET; THENCE RUN N89°2942"W, 170.02 FEET; THENCE RUN N0°0742"W, ALONG THE EAST LINE OF LOT 8 OF BRENTWOOD ESTATES (SEE PLAT BOOK 59, PAGE 28, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA), 15.77 FEET TO THE NORTHEAST CORNER OF SAID LOT 8; THENCE RUN N57019'OT'W, 124.72 FEET TO THE NORTHEAST CORNER OF LOT 10 SAID BRENTWOOD ESTATES; THENCE RUN N89°26'15"W, ALONG THE NORTH LINE OF LOTS 10 THRU 12 OF BRENTWOOD ESTATES, 175.15 FEET; I ENCE RUN N0°0742"W, 167.63 FEET; THENCE RUN S8902942"E, ALONG THE SOUTH RIGHT-OF-WAY LINE OF SUNSET POINT ROAD (SAID LINE BEING 50 FEET SOUTH OF AND PARALLEL TO THE EAST-WEST CENTER LINE OF SAID SECTION 2) 300 FEET; THENCE RUN SO°07'42"E; 175 FEET; THENCE S8902942"E, 150 FEET TO P.O.B., BEING A PORTION OF THE NW 1/4 OF THE SW 1/4 OF SECTION 2-29-15 AND BEING IN PART A PORTION OF LOT 9, OF BRENTWOOD ESTATES. 23 I#: 2010197255 BK: 16972 PG: 1814, 07/14/2010 at 11:05 AM, RECORDING 5 PAGES ` $44.00 D DOC STAMP COLLECTION $2100.00 KEN BURKE, CLERK OF COURT PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKDU13 Prepared by and Return to: Susan Fleming Bennett, Esquire Steams Weaver Miller Weissler Alhadeff & Sitterson, P.A. 401 East Jackson Street, Suite 2200 Tampa, Florida 33602 Parcel Identification Number: 02/2911 Documentary Stamp Tax Paid on this instrument: $2,100.00 SPECIAL WARRANTY DEED .t % I? % .? % BANK OF AMERICA N.A., a national banking association, succesw by merger to Third City National Bank of Clearwater, whose address is 13510 Ballant}me Corp Place, NC2-10946.03i)Gbadotte, tIC 28277 ("Grantor'), for and in consideration of the sum of TEN AND NO1100.1)OLLARS (S10AQ) in hadd paid ta'J i antor by CAY 1475, LL-, a Florida limited liability company (herein referred to as "Granted fn dmg a s is 6654 7e Avenue North, Pinellas Park, Florida 33781, and other good and valuable consideraooa, t1>F.ieeej?lt and sufficiency of which are hereby acknowledged, has GRANTED. SOLD and CONVEYEO'and doeis?tiby GRANT, SELL and CONVEY unto Grantee in fee.simple, that retain land located in Pinellas-County,IUlonda,,being more particularly described in Exhibit attached hereto and incorporated herein by refe;4W, 4a6getlxs l ith ell improvements, if any, located on such land (such land and improvements being collectively ro*rred to as the *6 n % This conveyance is made and accepted sl'4?a "tQ`all T;?tSs (the "Permitted Exceptions') set forth in Exhibit attached hereto and incorporated herein by re'EerZpce: _ _ TO HAVE AND TO HOLD dw eP4er f+? logett?'with all and singular the rights and appurtenances pertaining thereto, including all of Grantees rigl?' ' e aad interest in and to adjacent streets, alleys and tights-of-way, subject to the Permitted Exeepdons,ev >6 Grantee?bW Grantee's heirs, successors and assigns forever. And Grantor hereby covenants with Grantee tbaE 4c epr* aboV Jested, that at the time of the delivery of this Special Warranty Deed the Property was free from all egdugnbrances trade by it and that it will warrant and defend the same against the lawful claims and demands ofIl son?.ch$ming by, through or under it, but against none other. / 11 GRANTEE ACKNOWLWGES AND AGREES THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AN,X'3?S? ECIFICAUX NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (d?R.?MWTHE WARRANTY OF TITLE AS SET OUT IN THIS DEED), PROMISES„' COVE?WM, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHAT$O IF,,-WH TOR EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTIJRE,%%0f,`AS. TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE,. QUALITY qR% 60i,qDITION OF THE PROPERTY, Vi/ATRR, OM AND GEOLOGY, (B THE INCOME TO BE ERIVED FROM THE PRO ERNTY, (C THE `S17Ii?'ABEITs?TY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEI Y CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER 1014111126#316362v2 6/30)2010 -I- s PINELLAS COUNTY FL OFF. REC. BK 16972 PG 1815 WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE ; ZONING OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS' , ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY HAZARDOUS MATERIALS (AS HEREINAFTER DEFINED), MOLD OR TyIII. XW,,; "HAZARDOUS MATERIALS" SHALL MEAN ANY SUBSTANCE WHICH IS OR COIft!IUNS llj ANY "HAZARDOUS SUBSTANCE" AS NOW OR HEREAFTER DEFINED , IN THE' COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIARHLf IX`ACT OF; 1980, AS AMENDED (42 U.S.C. §9601 ET SEQ.) ("CERCLA-) OR ANXAE ULA'°FIOfTS PROMULGATED UNDER OR PURSUANT TO CERCLA; (In ANY "HAZARIQUS WAS 11" AS NOW OR HEREAFTER DEFINED IN THE RESOURCE CONSERVATION AND,RECOVfR?Y ACT (42 U.S.C. §6901 ET SEQ.) ("RCRA-) OR REGULATIONS PROMULGATED' -U1 &R. OR PURSUANT TO RCRA; (III) ANY SUBSTANCE REGULATED BY THE TOXIC SUBSTANCES CONTROL ACT (15 U.S.C. §2601 ET SEQ.); (IV) GASOLINW,%t W(ESEL FUEL, OR OTHER PETROLEUM HYDROCARBONS; (V) ASBESTOS AND ASBESTOS CONTAINING MATERIALS, IN ANY FORM, WHETHER FRIABLE OR NON-FRIAR._,(NW`P'Qf.YCHLORINATED BIPHENYLS; (VII) RADON GAS; AND (VIII) ANY AIl131fi?QNAI' SUBSTANCES OR MATERIALS WHICH ARE NOW OR HEREAFinaI , GZAb$1FIED $R CONSIDERED TO HAZARDOUS OR TOXIC UNDER ENVIRONMENTAL `R)EQI*MENTS (AS HEREINAFTER DEFINED) OR THE COMMON LAW, OR ANY OTHER-APPtf6AW LAWS RELATING TO THE PROPERTY. HAZARDOUS MATERIALS SHAM INCI.,Upl? ,VITHOUT LIMITATION, ANY SUBSTANCE, THE PRESENCE OF WHICI-L ON'tilE PROP)BRTY, (A) REQUIRES REPORTING, INVESTIGATION OR REMEDIATION , ,0?0b k,, ffiiM0NMENTAL REQUIREMENTS; (B) CAUSES OR THREATENS TO CAU$E XWSANCE ON THB PROPERTY OR ADJACENT PROPERTY OR POSES OR THREAS T4. PO* A HAZARD TO THE HEALTH OR SAFETY OF PERSONS ON THE PR0P13RTX%`OR' ADJA&NT PROPERTY; OR (C) WHICH, IF IT EMANATED OR MIGRATED J?RbM TIt PROPERTY, COULD CONSTITUTE A TRESPASS. GRANTEE FURTHER ACKNOWLEUGI?&A AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT iii,*ROPERTY, GRANTEE IS RELYING SOLELY ON ITS OWN . INVESTIGATION OF T40-3t0,Mgt Y AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY QAANTOk„A,NO.FIEREBY AGREES, BY ACCEPTANCE OF THIS DEED, TO ACCEPT THE PROPAATY ANL) WAIVB ALL OBJECTIONS OR CLAIMS AGAINST GRANTOR (INCLUDING, BNTNdt J.IIvI=D TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED %T'0-TffK PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY, M)6k,MILDEW. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT Vy%&#oRMAnoN PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY`JVAI-QBTAINED FROM A VARIETY OF SOURCES AND THAT GRANTOR HAS NOT MAbel?AN Y INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INF6AMATIOW AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMWSTBNtSS OF SUCH INFORMATION. GRANTOR IS NOT LIABLE OR BOUND IN ANY MANNEk - B`Y ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS. 101411112663163624 6/30/2010 -2- r • PINELLAS COUNTY FL OFF. REC. BK 16972 PG 1816 „ „ It Ad valorem taxes for the present year having been prorated, Grantee hereby assumes payment thereof, and, - _ - ` `` subsequent assessments for that and prior years due to change in land usage, ownership, or both. , ,-' % `? EXECUTED on the data set forth In the acknowledgment attached hereto to be off active as of the day of2010. Signed, sealed and delivered BANK OF AMERICA, N.A., a national banking anon'. in the presence of successor by merger to *Mird City Natlorl uk o OIL „ „ w1TNESSES: Bv. 1 Names a na ? .Tyn•r_? , Name: Oart L STATE OF TEXAS JAY TAY?UR.*Wor Vice President l'?Cl anti = ? . . ? o. COUNTY OF The foregoing instrument was adb}owWged befaie•gw on e2 3 2010, by JAY TAYLOR, as Senior Vice President of BANK OF A?)=P? 44-A, a ddionel bffddng association, sacoessar by merger to Third City National Bank of Cleerwater,*15dmlfafthe association, who is personaQv known to mo who bas produced as g4(wficatiQn. ` .. ??•n JUDY 1.,.lApL KIH1E;0[1 • , N41819 P*41 Name: l/ ?,a• S*!' *E OF TEXAS ` NOTARY P I IC, State of • os-i412 Serial Number (if any) My Commission Expitns: t2s =.s a-? 10141!1 1 26 /3 1 63 62 vl 6/17!2010 -3- w or I t b or A t ' ? ? .,R ? FFFeT 3 ! a°?b'b?ii^°e C ; s E Vag I ! I ! i ! f ! ! ! i ._............ ! R gran Onrpn AFttAr Nu arum AYN14YOU1TM1MBV 3f1N3Atl UNVIHJIN MNt-Mwsaosn aq 114l?11? W 111"3?1@1 F'3 3! r WIN EO fill, n! = r" Es iKt?a??? ? ? ?iAAAgg? F a3g"f _ 4 i° y ? ap 41111i I'll ill t skill k 1!1 = n qq? >i _IA s ar ??Fyg gi I I>_ ???•E ss um D r " z i DEVELOPMENT AGREEMENT APPLICATION Addition to B.2 1. A statement is contained in the Development Agreement that its duration shall not exceed ten (10) years. Z . The City of Clearwater currently provides all public facilities and services that serve the development. 3. The desired use shall be commercial retail with a single building not exceeding one story. Prohibited uses agreed to by the Developer include the following: a. Adult entertainment uses b. Night clubs and/or bars with on premises consumption. C. New or used car sales 4. Parcels 1 and 2 require a change of zoning to CG. 5. Land use of adjoining properties to the south is residential urban. Land use of adjoining properties to the east is commercial general. UI i! i PRELIMINARY PLAN NOTE 'H#S ?LAN 4AS BEEN PRrPARM M-qj 1)fE DEVELOP,;M YATNOL1T 1HE KNEPT OF A W RESEARCH REGARDING, OVY NW IlM:TED TO REWP.ED FP.RKWG, LANDSC:KuqN(:, FA.R, ISR ACOU)SIlF)a DR F.R.Sr-YFNTS 10 BFNFF?T AC r- 9-* 11 1* i 1* ! z ti c? A a 3 c ? o a A s 3 #? v \"A IF?}? n er v li !* it tiff ) R ? 4 r? 7 "-mac t t r n shirr r» rrrr al nta ,? c? ? t s i 4a4 If x0, iK } ? 1 E 1? tai i !?(4 ? i #ter C OYLI Y 1JI SIGN ASS(X fAl1S INC.'. Lar?cJscape Development Plan CDA a nrirsss?art: aR iuiF.cTt±x sssF er.axtz3ur FAMILY DOU..AR ? .ro««r?-.ooo?.« <a.....,.n.a.,...,• _.?1!,??rT tl_a?i?F<?.t:.t?2P3nvfJ,Fl. f-'LCPoIK, a O r?_a aauc P ? 20P- - I i j \` 1 ?rrr?i-_-- yr- rrrrrwr- rrwwrr??r^^w..r^^wwrwrrr.rrrrrrrwrrrw.•.rr-? ASPHALT ROA?WAY - - - - - - - / nN MANouoiun 401,61" IA' WCEN, w / W 1r'IIM. AsC[LCwiLEa, ryr m MAMr A /' rwlw lnr 1 -"_ - SITE LEGEND MAMrJP MMM M PO OR~ KV rmwq am m OGMeAMr u[ emm la[ O am ow-w-my _?.. MIMM MM WPAMM ------ MsdOM OCNC O mo rdgwL M MAMMM w F~ !Am O SA rROM W u m mu v soma MGT , v 1W, ALL MAGI A ! S l"M "M"W L ALL GM A sa r MMM& GsawL J aAL M lan we -W-XM FM FAG: OF STRIPING NOTES L rOWL PA MG $PAGE l1A11. E sM4O a11M A C WW =WL L NX GTM A FM MAMCR PAw t MF SIGN LEGEND IMLFi ? I nAa M. urt -mar -Qr LAME war g1111?6-1 ? 00 M6r am arao' RJ-6 °w Mm ou 3i'?'"arh •1NL CoFG1s1 r0 9[ MpAUL aM g. u1saM11RMM G11sML OLMCEi u V 0 oc O OC . H _Z 0 d W N N 09 J J 0 O LL O. a r C 4 V PROPOSED FAMILY DOLLAR STORE 1475 SUNSET POINT ROAD CLEARWATER, FL PROEPRTY OWNER: CAY 1475, LLC 665478' Ave. N. Pinellas Park, F133781 Ph:727-536-8686 Fax: 727-536-4356 PROPERTY LEGAL DESCRIPTION THAT* CERTAIN PARCEL OF LAND LYING AND BEING IN THE COUNTY OF PINELLAS AND STATE OF FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: FROM THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 2, TOWNSHIP 29 SOUTH, RANGE 15 EAST, RUN SO-0742"E, ALONG THE EAST LINE OF THE SAID NORTHWEST 1/4 OF THE SOUTHWEST 1/4 50.00 FEET; THENCE RUN N89°29'42"W, PARALLEL TO THE EAST-WEST CENTER LINEOF SAID SECTION 2, 50.00 FEET; THENCE RUN SO°07'42"E, ALONG THE WESTERLY RIGHT-OF-WAY LINE OF HIGHLAND AVENUE 175 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE S0107'42"E, .ALONG SAID RIGHT-OF-WAY LINE 75 FEET; THENCE RUN N89°2942"W, 170.02 FEET; THENCE RUN N0007'42"W, ALONG THE EAST LINE OF LOT 8 OF BRENTWOOD ESTATES (SEE PLAT BOOK 59, PAGE 28, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA), 15.77 FEET TO THE NORTHEAST CORNER OF SAID LOT 8; THENCE RUN N57°19'07"W, 124.72 FEET TO THE NORTHEAST CORNER OF LOT 10 SAID BRENTWOOD ESTATES; THENCE RUN N89°26'15"W, ALONG THE NORTH LINE OF LOTS 10 THRU 12 OF BRENTWOOD ESTATES, 175.15 FEET; THENCE RUN NO-0742"W, 167.63 FEET; THENCE RUN S8902942"E, ALONG THE SOUTH RIGHT-OF-WAY LINE OF SUNSET POINT ROAD (SAID LINE BEING 50 FEET SOUTH OF AND PARALLEL TO THE EAST-WEST CENTER LINE OF SAID SECTION 2) 300 FEET; THENCE RUN S0007'42"E, 175 FEET; THENCE S89°2942"E, 150 FEET TO P.O.B., BEING A PORTION OF THE NW 1/4 OF THE SW 1/4 OF SECTION 2-29-15 AND BEING IN PART A PORTION OF LOT 9, OF BRENTWOOD ESTATES. 6 FRONT ELEVATION SCALE: 318' = V-V SPECIFICATIONS DOUBLE FACE 5'-6' HIGH X 8'-1' EXTRUDED ALUMINUM SIGN CABINET. FACES TO BE .177' FLAT POLY-CARBONATE WITH GRAPHICS AS SHOWN. BASE TO BE FABRICATED ALUMINUM. COLORS CABINET, RETAINER AND BASE: RED TO MATCH #437 RED LACRYO FACE BACKGROUND: RED TO MATCH #437 RED LACRYL' LETTERS: 'FAMILY' TO MATCH #437 RED LACRYL' "DOLLAR"TO MATCH PMS 165C ORANGE, WHITE OUTLINE AND'" I 2' RETAINER I t1A 4.JA 1'-0" O.C. ULAPPROVED WEATHERPROOF I. AMP / 120 VOLT) CONSTRUCTION DETAIL SCALE: 112' = 1'-0' ELECTRICAL: M E ((1 256.668 BALLAST FOUNDATION TBD E (4?F108T12IDM0 BY ENGINEER SPECS SPACEEDCCCCC 012 O.C. , WEIGHT OF CABINET. 200 LBS. ALUMINUM CABINET- EXTRUSION W/ MATCHING ALUMINUM RETAINER- 2'-0'HXW-1'LX V-0'D FABRICATED ALUM. BASE- PRIMARY ELECT. SERVICE FROM SOURCE TO SIGN LOCATION BY OTHERS - DETAIL A-A FOUNDATION TBD BY ENGINEER SPECS UNI)HBVVRII'ERS L_ LABORATORIES t s t ELECTRIC SIGN Yi:til7f{Ii1S chm Family Dollar txieon varies 2006_Family Dollar 564-1 Monument aNw D"kfi Amiedusaw House Sc HS t 12/11/108 Issue Date btnbUi1p bxypwk iOnw-6rercpoOrJOnMreen 13APProved OAgttndn~ ?Re4e6RwAn* &W nd. ?. ThYknnnkMrlupWMhbdaW V.aWdA'AMnttlutM, Yc tkfi6mAleEhlarpremlwehmnrdiendhteP4W ?9 o?'NU<M1??pnepQbWyMa nn bnrdm) m tr W Ain M?nMµ? tr iepilreE en fnd ,tries Enanah A11eatlA?Phlaams`"?'?_ Corporate Headquarters 6434 poplar Road, Greensboro, NC 27409 Phone 800967.2553 Fax 336WB-7875 80 C O u S e f /n ag 0 IS Eve fyt h i ng 1 .r s 1 s?rx? , `, ti . ,, . ,:: ?? ? ?? i .. ?` k M ,. ?. } :?:? t k a? ?. k < > ? i kk .: 2 F :" q ?. Ee k u '? k ?<° .7 . _ ... . ? ?.: w yc ,? '`wo,5. a, . ?, Y ? a ? ? _ ? 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