CRA RESOLUTION NO

Transcription

1 CRA RESOLUTION NO A RESOLUTION APPROVING A FIRST AMENDMENT TO AMENDED AND RESTATED TAMPA HEIGHTS RIVERFRONT DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF TAMPA, FLORIDA, THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA, HEIGHTS OF TAMPA, LLC, AND DEVELOP HT, LLC, TO REFLECT A NAME CHANGE FOR THE DEVELOPER LISTED IN THE AGREEMENT AND TO MODIFY THE INFRASTRUCTURE REQUIREMENTS FOR THE PROPERTY; AUTHORIZING THE EXECUTION THEREOF BY THE CHAIRMAN OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA; PROVIDING AN EFFECTIVE DATE. WHEREAS, on July 13,2006 the City Council passed Resolution Number , approving the Parties' Amended and Restated Tampa Heights Riverfront Development Agreement (the "Agreement"), a copy of which is on file with the City Clerk of the City of Tampa, Florida; and WHEREAS, the Parties, intending to be bound by the terms of the Agreement and the terms hereof, now wish to amend the terms of the Agreement to reflect a name change for the Developer listed in the Agreement and to modify the infrastructure requirements for the property described in Exhibit "A" to be issued a certificate of occupancy; and WHEREAS, this Amendment will allow the developer to begin the construction of an office building on a portion of the Site without changing or altering any of the development responsibilities for the remainder of the Tampa Heights Riverfront CRA Area. NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA, FLORIDA: Section 1. set forth herein. That the recitals set forth above are hereby incorporated as if fully Section 2. That the First Amendment to Amended and Restated Tampa Heights Riverfront Development Agreement by and between the City of Tampa, The Community Redevelopment Agency of the City of Tampa, Heights of Tampa, LLC, and Develop HT, LLC, a copy of which is attached hereto and by reference made a part hereof, is hereby approved in its entirety. Section 3. That the Chairman is authorized and empowered to execute, and the Secretary to attest to, said Agreement on behalf of the City.

2 Section 4. That proper officers of the Community Redevelopment Agency of the City of Tampa are authorized to do all things necessary and proper to carry out and make effective the provisions of this Resolution, which shall take effect immediately upon its adoption. PASSED AND ADOPTED BY THE COMMUNIT EVELOPMENT AGENCY OF THE CITY OF TAMPA, FLORIDA, ON '5lJ#% ATTEST: PREPARED BY AND APPROVED AS TO LEGAL SUFFICIENCY: E/S SALVATORE TERRITO CHIEF ASSISTANT CITY ATTORNEY K.\Sal\Patty\CRA - Heights Development AgreemenhHeights Dev Agt Reso COMMUNITY REDEVELOPMENT AGENCY

3 FIRST AMENDMENT TO AMENDED AND RESTATED TAMPA HEIGHTS RIVERFRONT DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED TAMPA HEIGHTS RIVERFRONT DEVELOPMENT AGREEMENT (this "First Amendment") is entered into on this - of, 2008, by and between the City of Tampa, Florida, a municipal corporation organized and existing under the laws of the State of Florida (the "City"), the Community Redevelopment Agency of the City of Tampa (the "CRA"), Heights of Tampa, LLC, a Florida limited liability company, (hereinafter referred to as the "Owner"), and Develop HT, LLC, a Florida limited liability company, (hereinafter referred to as the "Developer," pursuant to the terms of an agreement between Heights of Tampa, LLC and Develop HT, LLC); together the City, the CRA, the Owner, and the Developer are collectively referred to as the "Parties." WHEREAS, on July 13,2006 the City Council passed Resolution Number , approving the Parties' Amended and Restated Tampa Heights Riverfront Development Agreement (the "Agreement"), a copy of which is on file with the City Clerk of the City of Tampa, Florida; and WHEREAS, the Parties, intending to be bound by the terms of the Agreement and the terms hereof, now wish to amend the terms of the Agreement to reflect a name change for the Developer listed in the Agreement and to modify the infrastructure requirements for the property described in Exhibit "A" to be issued a certificate of occupancy; NOW, THEREFORE, for and in consideration of the mutual promises of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Capitalized Terms. Capitalized terms used herein, and not otherwise defined, shall have the meanings set forth in the Agreement. 2. Developer Name Chawe. The Agreement is hereby amended, in part, to delete "A Better Place Group-Tampa Heights, LLC" as the "Developer" and substitute the name "Develop HT, LLC" throughout. 3. Amendment to Section The Agreement is hereby amended, in part, so that Section 5.16 reads as follows: Development and Infrastructure Phasing and Schedule. The completion of the development of the Units and the commercial and office development proposed as part of the Heights Project shall occur more or less in accordance with the Development Schedule attached hereto as Exhibit "I" and incorporated herein by reference. Infrastructure Improvements shall be completed substantially in accordance with the following schedule, except as provided in Section : (a) All roadways, (with the exception of River Road and that part of the 7th Avenue extension adjacent to the Hillsborough River), water and wastewater lines, and that portion of the Water Works Park Segment of the Riverwalk that is not subject to Army Corps of Engineers permitting, shall be substantially completed or underway with payment and performance bonds in place, before certificates of occupancy are issued for any Units or commercial or office development within the Heights Project; (b) Construction of River Road, that part of the 7" Avenue extension adjacent to the Hillsborough River and the remaining Water Works Park Segment and Northern Segment of the Riverwalk shall commence within ninety (90) days after

4 receipt of applicable Army Corps of Engineer and (c) Construction of the Southern Segment of the Riverwalk shall commence within sixty (60) days after the necessary seawall improvements have been made by the City. The development schedules referenced herein may be revised and amended by mutual agreement of the Parties without requiring amendment of the Agreement itself, subject to the approval of the Director of the City of Tampa Department of Business and Housing Development. The City shall require the Developer to require its contractors to provide for payment and performance bonds too unsure completion of Infrastructure Improvements. Upon dedication of the Infrastructure Improvements to the City of Tampa, the Developer or its contractors shall provide the City with a one year warranty in the form of a bond or other mutually acceptable instrument, warranting that the design and construction thereof is in compliance with the agreed upon plans and specifications. 4. Addition of Section The Agreement is hereby amended, in part, to include the following new language: Exception for Certificate of Occupancv Issuance. The requirement that the Infrastructure Imvrovements described in Section 5.16 (a) be comvleted vrior to the issuance of certificates of occupancy for any Units or commercial or office development within the Heights Project will not apvly to the construction of an office building on property described and depicted in Exhibit "A." Instead, a certificate of occupancy may be issued for the office building to be constructed on the property described in Exhibit "A" as lon~ as Developer has completed the portion of the Riverwalk shown in Exhibit "B." Developer's obligation under this Section will be fulfilled by constructingfinstallin~ the following to the area shown in Exhibit "B": constructing the saw cut concrete Riverwalk, installing four (4) trash cans, and installing eight (8) benches per construction plans to be approved by the Citv. Although comvliance with Section 5.10 of the Agreement is not a vrereauisite to the issuance of a certificate of occunancy for the office building to be constructed on the uronerty described in Exhibit "A," Developer remains obligated to make the portion of Riverwalk shown in Exhibit "B" complv with Section 5.10 of the Agreement. 5. Continuation of Agreement. All provisions of the Agreement, to the extent not inconsistent with the terms hereof, shall continue to be of full force and effect. 6. bind in^ Effect. This First Amendment shall be binding upon the parties hereto, their legal representatives, successors and assigns. 7. Headin~s. Headings in this First Amendment are for convenience only and shall not be used to interpret or construe its provisions. 8. govern in^ Law. This First Amendment shall be construed in accordance with and governed by the laws of the State of Florida. 9. Counterparts. This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

5 IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to the Agreement to be executed by their undersigned officials as duly authorized. ATTEST: CITY OF TAMPA, FLORIDA CITY CLERK PAM IORIO, MAY OR APPROVED AS TO FORM: The execution of this document was authorized by Resolution No. - - SALVATORE TERRITO CHIEF ASSISTANT CITY ATTORNEY ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA SECRETARY CHAIRMAN WITNESS: HEIGHTS OF TAMPA, LLC Name: (Typed or Printed) Name: (Typed or Printed) Its:

6 STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of, 2008, by, as the of Heights of Tampa, LLC. He1 She is personally known to me or produced as identification. Signature of Notary Name of Notary (type or print) NOTARY PUBLIC State of Florida at Large Serial Number: My Commission Expires: WITNESSES: DEVELOP HT, LLC Name: (Typed or Printed) Name: (Typed or Printed) Its:

7 STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of, 2008, by, as the of Develop HT, LLC. He1 She is personally known to me or produced as identification. Signature of Notary Name of Notary (type or print) NOTARY PUBLIC State of Florida at Large Serial Number: My Commission Expires:

8 EXHIBIT "A" SECTION PROPERTY DESCRIPTION: A parcel of land lying in Section 13, Township 29 South, Range 18 East, Hillsborough County, Florida, a portion of which is unplatted land, also being a portion of Lot 2 and Lot 3, Block 24, of MAP OF HIGHLAND PARK 1st ADDITIION, according to the plat thereof as recorded in Plat Book 1, Page 39, of the Public records of Hillsborough County, Florida, and being more particularly described as follows: Commence at the Northeast corner of said Block 24, run thence along the North boundary of said Block 24, also being the South right-of-way line of 7th AVENUE, as shown on the aforesaid plat of MAP OF HIGHLAND PARK 1st ADDITIION, N.89"17'43"~., feet to the POINT OF BEGINNING; thence S.00 28'28"W., feet; thence along a line lying feet South of and parallel with said North boundary of Block 24 and said South right-of-way line of 7th AVENUE, N.89 17r42"~., feet; thence ~.00~28'28"~., feet to a point on said North boundary of Block 24 and said South right-of-way line of 7th AVENUE; thence along said North boundary of Block 24 and said South right-of-way line of 7th AVENUE, S.89 17'43"~., feet to the POINT OF BEGINNING. Containing 16,896 square feet, more or less.

9 EXHIBIT "B" Section of Riverwalk to be Completed by Developer Prior to Issuance of Certificate of Occupancy

10 CRA RESOLUTION NO A RESOLUTION APPROVING AN AGREEMENT BY AND BETWEEN THE CITY OF TAMPA, THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA, HEIGHTS OF TAMPA, LLC, AND DEVELOP HT, LLC, TO BEGIN THE DEVELOPMENT OF A PORTION OF THE HEIGHTS PROJECT; AUTHORIZING THE EXECUTION THEREOF BY THE CHAIRMAN OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA; PROVIDING AN EFFECTIVE DATE. WHEREAS, on July 13, 2006, as authorized by Resolution No (the "2006 Approved Ordinance"), the Parties entered into an Amended and Restated Development Agreement (the "2006 Agreement") for the redevelopment of approximately 50 acres of land located in the Heights Riverfront Community Redevelopment Area (hereinafter the "Heights Project"); and WHEREAS, pursuant to the 2006 Agreement the Heights Project will consist of a mixed-use project that includes (a) approximately nineteen hundred (1,900) multifamily residential uses, (b) 100,000 square feet of commercial retail space, (c) approximately one hundred (100) boat slips located in the Hillsborough River, (d) approximately 160,000 square feet of office space (e) improvements to Tampa Water Works Park, (f) significant infrastructure improvements, and (g) a Riverwalk including various improvements pursuant to the 2006 Agreement; and WHEREAS, Section 5.4 of the 2006 Agreement contemplated a land swap in which the City would convey certain City owned parcels to the Owner in exchange for certain land developed as part of the Riverwalk, parks, and/or right of way; and WHEREAS, the Developer wishes to begin the development of a portion of the Heights Project with the construction of an approximately 29,000 square foot office building (the "First Office Building"); and WHEREAS, the parcel upon which the First Office Building is to be placed is under the ownership of the City, and is one of the parcels that would be exchanged with the Owner pursuant to this Agreement (the "City Parcel"), and is more particularly described on Exhibit "A"; and WHEREAS, pursuant to this Agreement, the City will deed the City Parcel to the Owner, but will delay receipt of certain parcel(s) described Section 5.4. of the 2006 Agreement ("Owner Parcel(s)") from the Owner until the Owner Parcel(s) hasfhave been improved as contemplated in the 2006 Agreement; and WHEREAS, as security for deeding the City Parcel to the Owner, and delaying receipt of the Owner Parcel(s), the City shall receive an irrevocable demandlpay letter of

11 credit in the amount determined in accordance with Section 3 of this Agreement (the "Letter of Credit") from the Owner; and WHEREAS, upon the occurrence of the terms specified in Section 3 of this Agreement, the City will release the irrevocable Letter of Credit to the Owner. NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA, FLORIDA: Section 1. set forth herein. That the recitals set forth above are hereby incorporated as if fully Section 2. That the Agreement by and between the City of Tampa, The Community Redevelopment Agency of the City of Tampa, Heights of Tampa, LLC, and Develop HT, LLC, a copy of which is attached hereto and by reference made a part hereof, is hereby approved in its entirety. Section 3. That the Chairman is authorized and empowered to execute, and the Secretary to attest to, said Agreement on behalf of the City. Section 4. That proper officers of the Community Redevelopment Agency of the City of Tampa are authorized to do all things necessary and proper to carry out and make effective the provisions of this Resolution, which shall take effect immediately upon its adoption. PASSED AND ADOPTED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA, FLORIDA, ON IIJN 1 2:. ATTEST: PREPARED BY AND APPROVED AS TO LEGAL SUFFICIENCY: AGENCY SALVATORE TERRITO CHIEF ASSISTANT CITY ATTORNEY K:\Sal\Patty\Conveyance Agreement for CRA\Coveyance Reso

12 AGREEMENT THIS AGREEMENT, is entered into on this day of June 2008, by and between the City of Tampa, a municipal corporation organized and existing under the laws of the State of Florida (the "City"), the Community Redevelopment Agency of the City of Tampa (the "CRA"), Heights of Tampa, LLC, a Florida limited liability company, or its designee, as approved by the City (which approval shall not be unreasonably withheld by the City) (hereinafter referred to as the "Owner") and Develop HT, LLC, a Florida limited liability company, or its designee, as approved by the City (which approval shall not be unreasonably withheld by the City) (hereinafter referred to as the "Developer"), collectively referred to as "Parties". WITNESSETH: WHEREAS, on July 13, 2006, as authorized by Resolution No (the "2006 Approved Ordinance"), the Parties entered into an Amended and Restated Development Agreement (the "2006 Agreement") for the redevelopment of approximately 50 acres of land located in the Heights Riverfront Community Redevelopment Area (hereinafter the "Heights Project"); and WHEREAS, pursuant to the 2006 Agreement the Heights Project will consist of a mixed-use project that includes (a) approximately nineteen hundred (1,900) multi-family residential uses, (b) 100,000 square feet of commercial retail space, (c) approximately one hundred (100) boat slips located in the Hillsborough River, (d) approximately 160,000 square feet of office space (e) improvements to Tampa Water Works Park, (f) significant infrastructure improvements, and (g) a Riverwalk including various improvements pursuant to the 2006 Agreement; and WHEREAS, Section 5.4 of the 2006 Agreement contemplated a land swap in which the City would convey certain City owned parcels to the Owner in exchange for certain land developed as part of the Riverwalk, parks, and/or right of way; and WHEREAS, the Developer wishes to begin the development of a portion of the Heights Project with the construction of an approximately 29,000 square foot office building (the "First Office Building"); and WHEREAS, the parcel upon which the First Office Building is to be placed is under the ownership of the City, and is one of the parcels that would be exchanged with the Owner pursuant to this Agreement (the "City Parcel"), and is more particularly described on Exhibit "A"; and WHEREAS, pursuant to this Agreement, the City will deed the City Parcel to the Owner, but will delay receipt of certain parcel(s) described Section 5.4. of the 2006 Agreement ("Owner Parcel(s)") from the Owner until the Owner Parcel(s) hashave been improved as contemplated in the 2006 Agreement; and

13 WHEREAS, as security for deeding the City Parcel to the Owner, and delaying receipt of the Owner Parcel(s), the City shall receive an irrevocable demandlpay letter of credit in the amount determined in accordance with Section 3 of this Agreement (the "Letter of Credit") from the Owner; and WHEREAS, upon the occurrence of the terms specified in Section 3 of this Agreement, the City will release the irrevocable Letter of Credit to the Owner. NOW, THEREFORE, in consideration of the recitals set forth above, which are true and correct and made a part of this Agreement as if fully set forth below, and in further consideration of the mutual benefits created herein, the Parties hereby agree as follows: SECTION 1. EFFECTS OF THIS AGREEMENT. The Parties agree that this Agreement shall be read in pari materia with the 2006 Agreement and that this Agreement is supplemental to, but does not supersede the 2006 Agreement. In the event of a conflict between this Agreement and the 2006 Agreement, this Agreement will prevail, but only to the extent of the disagreement. All of the provisions of the 2006 Agreement that are not in conflict with this Agreement shall remain in full force and effect. Defined terms not otherwise defined in this Agreement shall be defined as in the 2006 Agreement. SECTION 2. PROPERTY; CLOSING. The City hereby agrees to convey to Owner, and the Owner hereby agrees to accept the City Parcel for the consideration, terms and conditions as hereinafter set forth on or before June 30, 2008, unless mutually agreed by the Parties in writing to extend the date (the "Closing"). The Owner Parcel(s) will be conveyed to the City pursuant to the terms and conditions contained in Section 5.4 of the 2006 Agreement. SECTION 3. PRICE AND TERMS. (a). The City shall convey the City Parcel to the Owner by quit claim deed in "AS IS" condition at Closing. (b). At the Closing, the Owner will deliver the Letter of Credit in form and substance agreed upon by the Parties. The Letter of Credit shall be in the amount of Five Hundred Thousand Dollars ($500,000.00). It shall remain in full force and effect for a period of one year ("Term One"). The Letter of Credit will be released if, at least thirty days before Term One ends, the Heights Community Development District (the "CDD") issues bonds in an amount sufficient to complete improvements pursuant to Section 5.4 of the 2006 Agreement. If the Letter of Credit expires without release during Term One, with the City's approval (which approval shall not be unreasonable withheld), the Owner may renew the Letter of Credit for an additional one year term ("Term Two"), provided the CDD has taken reasonable steps toward issuing bonds

14 in an amount sufficient to complete improvements pursuant to Section 5.4 of the 2006 Agreement. If, however, in the reasonable judgment of the, City the CDD has not taken such steps, the City may draw upon the Letter of Credit. If at least thirty days before Term One ends, the CDD has not issued bonds in an amount sufficient to complete improvements pursuant to Section 5.4 of the 2006 Agreement and has not taken reasonable steps toward issuing bonds in an amount sufficient to complete the improvements pursuant to Section 5.4 of the 2006 Agreement, the City will provide the Owner written notice of its intent to draw upon the Letter of Credit. The Letter of Credit will be released if, at least thirty days before Term Two ends, the CDD issues bonds in an amount sufficient to complete improvements pursuant to Section 5.4 of the 2006 Agreement. At the end of Term Two, the City may, as its sole option, draw upon the Letter of Credit or require that it be renewed for an additional period of time. SECTION 4. CLOSING PLACE AND DATE: Except as herein provided, the City and the Owner shall close the transfer of the City Parcel to the Owner on or before Closing at the time designated above, and at a place mutually agreed to by the Parties. SECTION 5. CONVEYANCE: City shall convey title to the City Parcel to the Owner at Closing as follows: (a) All lands described in Exhibit "A" shall be conveyed by a quit claim deed (the "Quit Claim Deed") in a form approved by the City subject to the following exceptions (collectively, "Permitted Exceptions"): 1. If the City Parcel is not exempt, then taxes and assessments for the year of Closing (2008) and taxes and assessments for subsequent years which are not due and payable as of the date of Closing. 2. Zoning ordinances, restrictions, prohibitions, regulations, ordinances or any other regulatory requirements of any pertinent government authority. 3. Easements or claims of assessments not of record and other matters that would be shown by a survey. Any additional exceptions must be waived and acknowledged by the appropriate party as specified in Sections 8 and 9 herein. (b). City and Owner shall execute such additional documents as may be reasonably required by state law in connection with the conveyance of the City Parcel or the issuance of an owners title policy as referenced in Section 8 of this Agreement, including closing statements, and Affidavit verifying City's possession of the City Parcel and that no liens exist on the City Parcel, and an affidavit concerning the "gap" between the time of Closing and the last title update.

15 (d). At Closing, City shall deliver exclusive possession of the City Parcel to the Owner subject only to the Permitted Exceptions, and to the Letter of Credit. (e) The City grants a construction easement (if necessary) to the Developer from City owned parcels to access and develop the City Parcel upon terms and conditions to be mutually agreed upon by the City and the Developer. SECTION 6. CONDITION PRECEDENT TO CLOSING: (a) The Parties acknowledge that the City Parcel does not presently permit the use that the Developer wishes to place on the City Parcel, and that it will be necessary to ask the City to amend Ordinance No , that was passed and adopted by the City Council and executed by the Mayor on November 30, 2006, and December 5, 2006, respectively, to allow such a use (the "Use Ordinance"). The Parties acknowledge and agree that this Agreement is contingent upon the approval of a change to the Use Ordinance which shall be considered by the City Council in a quasi-judicial hearing on or about the effective date of this Agreement. The approval of this amendment to the Use Ordinance shall constitute a condition precedent to the obligations of the Parties under this Agreement. The amendment to the Use Ordinance shall be considered by the City Council of the City of Tampa, Florida, at a duly noticed public hearing upon its own merits. Notwithstanding any provisions herein to the contrary, the Parties expressly agree that nothing in this Agreement shall be interpreted or construed as mandating or guaranteeing approval of the said Ordinance, or any future application(s) for quasi-judicial approvals by the City Council or any other agency, board, or official of the City. All such applications for any quasi-judicial approvals shall be considered by the City Council (or by the applicable City agency, board or official) upon their own merits in accordance with the applicable requirements contained in the Code and such other legal requirements or standards as may be applicable. The applications for quasi-judicial approvals shall be conditions precedent to this Agreement. (b) The Developer acknowledges that a portion of the City Parcel that is to be conveyed to the Owner currently contains the City of Tampa Cable Television Studio ("CTTV") and the Hub end for the Public, Education and Government Cable Television Operations ("Facilities") and that it may be necessary to move all or a portion of these facilities. Any relocation of CTTV and the Facilities will be done at the sole expense of the Developer and shall be accomplished in cooperation with the City, and with the minimum disruption to the operation of CTTV and the Facilities. (c) The Parties acknowledge that it will be necessary to provide access to CTTV during the development of the First Office Building as well as at the completion of the First Office Building. The Developer at its sole expense shall provide the necessary access to CTTV. SECTION 7. COSTS AND PRORATION OF TAXES AND ASSESSMENTS: Owner shall pay the cost of (a) documentary stamps on the Quit Claim Deed based upon the value of the Letter of Credit, (b) title insurance premium, (c) Owner's attorney fees, if any, (d) recording the Quit Claim Deed, (e) brokerlrealtor fees, if any, (0 the survey as

16 provided in Section 9, and any environmental audit or other investigation as hereinafter provided. If any taxes or assessments are due for the year of Closing, then said taxes and assessments shall be prorated as of the day before the date of Closing. Taxes (if any) shall be prorated based on the taxes for the year of Closing with due allowance made for the maximum allowable discount on any applicable exemptions. If the Closing occurs on a date when the current year's millage is not fixed, then taxes shall be prorated on the prior year's taxes. There shall be no readjustment or re-prorating of taxes after Closing. Certified, confirmed and ratified special assessment liens imposed by a public body as of Closing shall be paid by the Owner. SECTION 8. TITLE INSURANCE: (a) do so at its expense. If the Owner wishes to obtain Title Insurance for the City Parcel, it shall (b) In the event that title to the City Parcel as described in the title binder (should title insurance be obtained), is not insurable or title is unmarketable, or if the title binder reflects any requirements or matters affecting title to the City Parcel other than the Permitted Exceptions described in Section 5 hereof, then the Owner shall within fifteen (15) days of receipt of said title binder and receipt of the survey (if Owner elects to obtain a survey of the City Parcel as described in Section 9 below), notify the City in writing of any objections that the Owner has to said items in the Title Binder as a defect in title ("title defect(s)"). If such notification is not given by the Owner, the Owner shall have been deemed to have waived the claimed title defects described in the title binder. If notice is given by the Owner to the City of title defect(s), then City shall have a period of fifteen (15) days after notification of the title defect(s) by Owner within which to cure any defects in title (the "Cure Period"). If City is unable or unwilling to cure any such title defect(s) within the Cure Period, then the Owner shall have the option of: (a) terminating this Agreement within three (3) working days after the expiration of the Cure Period, or (b) accepting such title as City may be able to convey (without adjustment in the previously agreed upon fair market value for the City Parcel). If the Owner fails to notify the City of the Owner's decision within the three (3) working days after the expiration of the Cure Period, then it will be deemed that the Owner has waived such defects. If the Owner elects to terminate this Agreement pursuant to this Section 8, this Agreement shall terminate and be of no further force and effect and none of the Parties hereto shall have any further obligation to transfer title to the City Parcel under this Agreement. SECTION 9. SURVEY: Owner may, it is sole expense, conduct a survey of the City Parcel to be performed by a surveyor registered as such under the laws of the State of Florida, which surveyor is acceptable to the City. If the Owner obtains a survey, the survey will be made in accordance with the minimal technical standards for surveys under the laws of the State of Florida and shall show all the property boundaries of the City Parcel, the location of all adjacent public rights-of-way, permanent improvements, approximate ordinary high water line or safe upland line, and easements of record. The survey shall be certified and delivered on or before

17 June 16, 2008 to City, Owner, and the title company issuing the title insurance policy described in Section 8 of this Agreement, and show the approximate acreage of the City Parcel computed to the nearest hundredth of an acre. If the survey shows, and the Owner raises objections to : (a) any encroachment on the City Parcel or that improvements, if any, located on the City Parcel encroaches on other lands, or (b) that there are gaps, overlaps, or other survey related defects relating to the City Parcel, or (c) material inaccuracies exist in the legal description of the City Parcel as set forth in Exhibit "A" to this Agreement andlor the Title Binder, or (d) the City Parcel does not have access to public right(s)-of way, notice to the effect shall be given to the City by the Owner in writing within fifteen (15) days after receipt of the Survey and the same shall be treated as a "title defect" under Section 8 of this Agreement. SECTION 10. OWNER'S INSPECTION RIGHTS: For a period of ninety (90) days from the execution of this Agreement), (the "Inspection Period") City hereby grants the Owner (and the Owner's employees and agents) the right to enter the City Parcel for the purpose of conducting the survey described in Section 8 of this Agreement and for such other purposes (including without limitation, environmental assessments and soil studies) as the Owner deems necessary. The Owner shall have the right to terminate this Agreement at any time during the Inspection Period if the Owner provides the City with written notice of its intent to terminate the Agreement prior to the termination of the Inspection Period. The Owner's entrance upon the City Parcel for the purposes described in this Section 10 shall be subject to the following: (a) Such entries shall be at the sole risk and expense of the Owner; (b) The Owner shall promptly repair any damage to the City parcel resulting from any such entry or investigation and replace, refill and regrade any holes made in, or excavations of, any portion of the City Parcel used for any such investigations so that the City Parcel shall be in the same condition in which it existed prior to such entry and/or investigations; (c) The Owner shall fully comply with all applicable laws, codes and ordinances applicable to the investigations it conducts and all other activities undertaken in conjunction therewith; (d) The Owner shall take all actions and implement all protections necessary to ensure that all actions taken in connection with the entry and investigations, and the equipment, material, and substances generated, used or brought onto the City Parcel pose not threat to the safety or health of persons or the environment, and cause no damage to the City Parcel; (e) The Owner shall cause its contractors to maintain at no expense to the City, a policy of comprehensive general public liability insurance with a combined single limit of not less than One Million and No1100 Dollars ($1,000,000.00) per occurrence for bodily injury and property damage, insuring the City, as additional insured against any injuries or damages to persons or property that may result from or relate to (i) The Owner's and/or representatives' entry upon the City Parcel, (ii) any investigations or other activities conducted on the City parcel

18 by the Owner and/or the Owner's representatives, and (iii) any and all other activities undertaken by the Owner and /or the Owner's representatives on the City Parcel, all of which insurance shall be on an "occurrence form" and otherwise in such forms and with an insurance company reasonably acceptable to the City. The Owner shall deliver applicable certificates of such insurance policy to the City prior to entry on the City Parcel by the Owner or the Owner's representatives; and (f) The Owner shall not allow the investigations or any and all other activities undertaken by the Owner or the Owner's representatives to result in any liens, judgments or other encumbrances being filed or recorded against the City Parcel and the Owner shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded as a result of the Owner or the Owner's representatives activities on the City Parcel (including, without limitation, liens for service, labor or materials furnished). SECTION 11. REPAIR RIGHTS. Before Owner takes exclusive possession of the Water Works Building, the Owner and Developer shall have the right to make minor repairs to the Water Works Building at its sole cost and expense to prevent its deterioration. The Owner and the Developer shall enter into an agreement with the City prior to undertaking any repairs. The agreement will grant access to the Water Works Building for the Owner and the Developer to conduct the repairs, and it will hold the City and its agents harmless for any damages or injury caused by the Owner during such undertaking. SECTION 12. COVENANTS, REPRESENTATIONS, AND WARRANTIES: The City hereby covenants, represents, and warrants now and through the Closing: (a) That with the exception of the Use Ordinance, that undedicated the City Parcel as a City Park (which Ordinance the Owner and Developer acknowledge to have cognizance of it significance), the City has made no commitments (either oral or written) to any organization, governmental body, or other entity to dedicate any portion of the City parcel for public or private use (other than with the Owner). (b) The City has not received notice of any pending condemnation or similar proceeding affecting the City Parcel or any portion thereof. (c) The City has no knowledge of any actions, suits, or proceedings, pending or threatened, against or affecting the City Parcel or any portion thereof, or relating to or arising out of the ownership of the City Parcel or any portion thereof, in any court or before any governmental entity. (d) There are no leasehold interests in the City Parcel, (e) The City makes no warranties or representations of any type or kind relating to the environmental condition of the City Parcel.

19 SECTION 13. MISCELLANEOUS: (a) Governing Law This Agreement shall be governed by and be construed in accordance with the laws of the State of Florida. Venue for any litigation arising in connection with this Agreement Hillsborough County, Florida. (b) Exhibit Exhibit "A", is attached hereto and incorporated herein by reference. (c) Binding Effect/Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns. This Agreement shall not be assigned by any of the Parties without the written consent of the non-assigning parties. (d) Entire Agreement This Agreement and the Exhibits hereto, contain the final and entire Agreement between the Parties hereto with respect to the transfer of the City Parcel and are intended to be an integration of all prior negotiations and understandings. To the extent this Agreement contains provisions that cannot be read consistently with the 2006 Agreement, this Agreement will supersede the 2006 Agreement, but only to the extent of the inconsistency. In all other respects, the 2006 Agreement remains in full force and effect. No change or modification of the Agreement shall be valid, unless the same is in writing and signed by the Parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the Party who possess the right to waive enforcement of same. (e) Multiple Co~ies This Agreement may be executed in more than one counterpart, each of which shall be deemed an original. (f) Severability If any one or more of the provisions of this Agreement should be held contrary to law or public policy, or should for any reason whatsoever be held invalid or unenforceable by a court of competent jurisdiction, then such provision or provisions shall be null and void and shall be deemed separate from the remaining provisions of this Agreement, which remaining provisions shall continue in full force and effect, provided that the rights and obligations of the Parties contained herein are not materially prejudiced and the intentions of the Parties continue to be effective.

20 (g) Survivability Any term, condition, covenant, or obligation, which requires performance by any of the Parties to this Agreement subsequent to termination of this Agreement, or after the Closing of the transaction contemplated by this Agreement, shall survive the termination or Closing (which ever occurs) and remain enforceable against such Party subsequent to the said termination or Closing. 1 (h) Effective date of Agreement The effective date of this Agreement shall be the date on which it is approved by the City Council of the City of Tampa, and signed by its Mayor. 1 (i) Authorization Each Party represents to the other that such Party has authority under all applicable laws to enter into this Agreement and such covenants and provisions as are contained herein. That all of the procedural requirements imposed by law upon each Party for the approval and authorization of this Agreement have been properly completed, and that the person who has executed this Agreement on behalf of each Party is authorized and empowered to execute this Agreement. Cj) Radon Gas Radon is a naturally occurring gas that, when it has accumulated in a building in sufficient quantities may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the Hillsborough County health unit. (k) Interest City and Owner hereby waive the requirement for an Escrow Agent to place a Deposit in an interest bearing account as there will be no Deposit associated with this Agreement. Although there is no Deposit associated with this Agreement, the Parties acknowledge that there is good and valid consideration being given, including but not limited to, the Letter of Credit. I (1) Risk of Loss Prior to Closing, the City shall bear all risk of loss in connection with any casualty or accident occurring on or in the City Parcel (with the exception of those risks or casualties caused by the Owner pursuant to the Right of Inspection contained in Section 10 above); and the Owner may terminate this Agreement in the event of any said casualty or accident in the event that said casualty or accident materially affects the value of the City Parcel.

21 SECTION 14. NOTICES Any and all notices, requests, or other communications hereunder shall be deemed to have been duly given if in writing and if transmitted by hand delivery with receipt therefore, or by certified mail posted prior to the expiration date for such notice, return receipt requested and first class postage prepaid as follows: To City: Copy To: To Developer: City of Tampa Economic and Urban Development Director 306 East Jackson Street, 2 East Tampa, Florida Attn: Mark Huey, Director Office of the City Attorney City of Tampa 31 5 East Kennedy Blvd., 5th Floor Tampa, Florida Attn: Salvatore Territo, Chief Assistant City Attorney At any time: Develop HT, LLC P.O. Box 2835 Lakeland, FL Attn: Grant Enlow After June 30, 2008: Develop HT, LLC 1623 Harden Blvd. Lakeland, FL Attn: Grant Enlow To Owner: At any time: Heights of Tampa, LLC P.O. Box 2835 Lakeland, FL Attn: Grant Enlow Afer ~une 30, 2008: Heights of Tampa, LLC 1623 Harden Blvd. Lakeland, FL Attn: Grant Enlow

22 Copy To: Holland and Knight, LLP 100 N. Tampa St., Suite 4100 Tampa, FL Attn: James H. Shimberg, Jr. SECTION 15. SALE "AS IS" (a) The Owner represents and warrants that the Owner is a knowledgeable purchaser of real property and capable of evaluation the merits and risks of entering into this Agreement acquiring the City Parcel and the Owner has entered into this Agreement with the intention of relying upon its own (or its experts') investigation of the physical, environmental, economic, and legal conditions of the City Parcel. (b) Except as provided in this Agreement and the Quit Claim Deed, the City disclaims the making of any representations or warranties, express or implied, regarding the City Parcel or any matters affecting the City Parcel, including without limitation, the physical condition of the City Parcel, title to or boundaries of the City Parcel, soil conditions, hazardous waste, toxic substances or other environmental matters, compliance with building, land use or zoning laws, regulations and other traffic patterns and all other information pertaining to the City Parcel. The Owner acknowledges that the Owner (i) has entered into this Agreement with the intention of relying upon its own (or its experts') investigation, which it will conduct during the Inspection period of the physical, environmental, economic and legal conditions of the City Parcel including, without limitation, the existence, quality, nature, adequacy, or physical condition of any utilities serving the City Parcel, the development potential of the City Parcel, its habitability, merchantability or fitness, suitability, or adequacy of the City Parcel for any particular purpose, and (ii) the Owner is not relying upon any representation or warranty regarding the City Parcel made by the City or anyone acting or claiming to act on the City behalf concerning the City Parcel. The Owner further acknowledges that it has not received from the City any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying upon the advice of its own accounting, tax, legal architectural, engineering, property management and other advisors. Except as specifically set forth in Section 11 (to the extent they survive the Closing), the Owner shall acquire the City Parcel in its "AS IS, WHEREAS AND WITH ALL FAULTS" condition on the Closing date (without any right of set-off or reduction in the acquisition price or the value of the property to be swapped) and assumes the risk that adverse physical, environmental, economic or legal condition may not have been revealed by Owner's investigations. (c) The Owner's failure, for any reason whatsoever, to elect to terminate this Agreement pursuant to Section 10 shall be deemed an acknowledgment by the Owner that the Owner has inspected the City Parcel, is thoroughly acquainted with and accepts its condition. (d) The Owner acknowledges that it had been advised to conduct its own environmental inspection of the City Parcel and that the Owner will rely solely on its own investigations regarding the existence of toxic or hazardous waste or other environmental contamination on the City Parcel.

23 (e) The provisions of this entire Agreement shall survive the termination of this Agreement and the Closing. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: CITY OF TAMPA, FLORIDA CITY CLERK PAM IORIO, MAYOR APPROVED AS TO FORM: The execution of this document was authorized by Resolution No. SALVATORE TERRITO CHlEF ASSISTANT CITY ATTORNEY ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA SECRETARY CHAIRMAN WITNESS: HEIGHTS OF TAMPA, LLC Name: (Typed or Printed) Name: (Typed or Printed) Its:

24 STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of, 2008, by, as the of Heights of Tampa, LLC. He/ She is personally known to me or produced as identification. Signature of Notary Name of Notary (Type or Print) NOTARY PUBLIC State of Florida at Large Serial Number: My Commission Expires: WITNESS: DEVELOP HT, LLC Name:- (Typed or Printed) Name: (Typed or Printed) Its: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of, 2008, by, as the o f Develop HT, LLC. He/ She is personally known to me or produced as identification. Signature of Notary I Name of Notary (Type or Print) NOTARY PUBLIC State of Florida at Large Serial Number: My Commission Expires:

25 EXHIBIT "A" LEGAL DESCRIPTION OF CITY PARCEL DESCRIPTION: A parcel of land lying in Section 13, Township 29 South, Range 18 East, Hillsborough County, Florida, a portion of which is unplatted land, also being a portion of Lot 2 and Lot 3, Block 24, of MAP OF HIGHLAND PARK 1st ADDITIION, according to the plat thereof as recorded in Plat Book 1, Page 39, of the Public records of Hillsborough County, Florida, and being more particularly described as follows: Commence at the Northeast corner of said Block 24, run thence along the North boundary of said Block 24, also being the South right-of-way line of 7th AVENUE, as shown on the aforesaid plat of MAP OF HIGHLAND PARK 1st ADDITIION, N.89 17f43"W., feet to the POINT OF BEGINNING; thence S.00 28'28"W., feet; thence along a line lying feet South of,and parallel with said North boundary of Block 24 and said South right-of-way line of 7th AVENUE, N.89 17f42"W., feet; thence N.00 28'28"~., feet to a point on said North boundary of Block 24 and said South right-of-way line of 7th AVENUE; thence along said North boundary of Block 24 and said South right-of-way line of 7th AVENUE, S.89 17f43"E., feet to the POINT OF BEGINNING. Containing 16,896 square feet, more or less.