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CORRESPONDENCE G)TARGET P.O. Box 1392 Minneapolis, MN 55440.1392 TRANSMITTAL to: Tom McMurrain/Mark Walsh Ocean Properties, Ltd. 1755 North Congress Avenue Boynton Beach, FL 33436 date: April 14, 1995 project: T.644 address: Boynton Beach We are sending you the following material: . under separate cover . by messenger XXX . herewith number of copies description of items T.644 Boynton Beach, recorded Operation and Easement Agreement and plat as requested. . our messenger . your messenger . mail by: TARGET ~ Mark B. Johnson Manager, Existing Real Estate and Property Administration sent: (DHL) . other . (. -. a " .' 'j" ",." ". , J. .. , --/ ..' JUl-26-199fJ 12:35pm 90-215032 ( ) 'v' ORB 6529 pg 1818 ) I ~~ . ii J li~ ~. 0 Olr;: ..., Ii Ji=CS.s ):1 ! sa .a 0) III ce~J 7 '.~_I./ 'I' ...eO V .vn>..u I:;~~ t8-F/L ;::- OPERATION AND EASEMENT AGREEMENT BETWEEN DAYTON HUDSON CORPORATION AND AMERICAN DEVELOPMENT CORPORATION i'~ J '. Section Article I 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 Article II 2.1 2.2 2.3 2.4 Article III 3.1 3.2 3.3 Article IV 4.1 4.2 4.3 Article V 5.1 5.2 5.3 5.4 5.5 ORB 6529 pg 1819 ( \, . ERATION AND EASEMENT AGRE~ .ENT TABLE OF CONTENTS PARTIES ..... . . . . . . . . . . . . . . . . . . . . . . . DEFINITIONS ............. ....... 'Approving Party.............. ..... .. Building Area .................. ...... Common Area .................. . . . . Floor Area .......... . . . . . . . . . . . . . . . . occupant Operator outside Sales Area ................... Party Person Permittee ............... Restaurant ................. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tract .............. . . . . . . utilities EASEMENTS ................ Ingress and Egress ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . utilities ................. . . . . . . . . . . . Construction, Maintenance and Reconstruction Restriction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CONSTRUCTION ............ General Requirements ........ . . . . . . . . . . . . . . . . . Common Area ................. . . . . . . . . . Building Improvement .. MAINTENANCE AND REPAIR ....... Utilities . . . . . . . . . . . . . . . . . . Common Area ......... . . . . . . . . . . . . Building Improvements and outside Sales Area OPERATION OF THE SHOPPING CENTER Uses .... Lighting Signs Insurance Taxes and Assessments ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ~ I-1 I-1 I-1 I-1 I-1 I-2 I-2 I-3 1-3 1-4 I-4 I-4 1-5 I-5 II-1 II-1 II-2 II-5 II-7 III-1 III-1 III-3 III-7 IV-1 IV-1 IV-1 IV-11 V-1 V-1 V-4 V-7 V-9 V-15 ( . 5.6 t Article VI t", 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 Article VII 7.1 Exhibit A Exhibit B Exhibit C Exhibit 0 Exhibit X 6529 pg 1820 . . . . . . . . . . . . .. V-l5- VI-1 VI-1 VI-2 VI-3 VI-4 VI-5 VI-5 VI-6 VI-6 VI-6 VI-6 VI-7 VI-7 VI-7 VI-8 VI-8 VI-8 ORB Liens ...................'-. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . Defaul t ................................ Interest Estoppel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . certificate ................... Notices ................................ ,Approval Rights ........................ Condemnation ........................... Binding Effect ......................... Singu~ar and Plural.................... counterparts and Signature Pages ....... Negation of Partnership ................ Not a Public Dedication ................ Excusable Delays ....................... Severability........................... Amendments ............................. captions and Capitalized Terms ......... Mitigation of Damages .................. OEA Shall continue Notwithstanding ~J7EaClc:fl ................................. ~jl1DEl ................................... Non Waiver ............................. TERM Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of this OEA ....................... Legal Description of Tarqet Tract Legal Description of Developer Tracts Submission Guidelines Center Sign Site Plan VI-8 VI-8 VI-9 VII-1 VlI-1 (. t it ., ORB 6529 pg 1-821 060590/BOYNTON/ARTJ-VJJ OPBRATION AND BASEXDIT AGRBBKBHT THIS OPERATION AND EASEMENT AGREEMENT ("OEA") is made and entered into as of the d5 TN day of ~LY 19~, between DAYTON HUDSON CORPORATION, a Minnesota corporation ("Target") and AMERICAN DEVELOPMENT CORPORATION, a New Hampshire corporation, ("Developer"). WITNESSETH WHEREAS, Target is the owner of a certain tract of land (the "Target Tract") described in Exhibit A attached hereto and identified as "B" on Exhibit X (the "Site Plan") attached hereto: and WHEREAS, Developer is the owner of two tracts of land (collectively the "Developer Tracts") described in Exhibit B attached hereto and identified as "A" and "C" on the Site Plan: and WHEREAS, the Target Tract (collectively the "Shopping Center") shown on the site Plan: and and the Developer Tracts are contiguous and adj acent as WHEREAS, the signatories hereto intend to develop and operate their respective Tracts in conjunction with each other as integral parts of a retail shopping complex and in order to effectuate the common use and operation thereof they desire to enter into certain covenants and agreements as a part of a general plan, and to grant to each other certain recipro~al easements, in, to, over, and across their respective Tracts. NOW, THEREFORE, in consideration of the premises, the covenants and agreements hereinafter set forth and in furtherance of the parties understanding, it is agreed as follows: i< ORB 6529 pg 1822 ~TICLE I DEFINITIONS 1.1 ApQrovina Party. "Approving Party" shall mean the Party designated from time to time to make certain decisions and/or give certain approvals pursuant to the terms of this OEA. There shall be one Approving Party representing the Developer Tracts and one Approving Party representing the Target Tract. The holder of the Approving Party position shall have the right to assign such position to any other Party owning a Tract within the real estate represented by such position, but it an assignment is not made, then such Approving Party position shall automatically be deemed assigned to the Party acquiring the last Tract owned by the transferring Approving Party. Developer shall be the initial Approving Party for the Developer Tracts: Target shall be the initial Approving Party for the Target Tract. 1.2 Buildinq Area. "Building Area" shall mean the limited areas of the Shopping Center within which buildings (which for the purpose of this OEA shall include any appurtenant canopies, supports, loading docks, truck ramps and other outward extensions) and outside Sales Areas may be constructed, placed or located. 1.3 Common Area. "Common Area" shall mean all areas within the exterior boundaries of the Shopping Center, exclusive of (i) buildings and (ii) any outside Sales Area. 1.4 Floor Area. "Floor Area" shall mean the actual number of square feet of space contained on each floor within a building, including any mezzanine or basement space used either for retail sales, retail services or for the storage of merchandise, as measured from the exterior faces of the exterior walls or store front and/or the center line of any common walls: provided, however, that the following areas shall not be included in such calculations: outside Sales Areas, mezzanine office space used by I-1 r ORB 6529 pg 1823 the Occupant tor administrative purposes and which is not open or accessible to the general public, and any space used for building utilities or mechanical equipment. Within thirty (30) days of a request, a Party shall certify to the requesting Party the amount of Floor Area applicable to each building on its Tract. If any Party causes an as-built survey to be prepared with respect to any portion of the Shopping Center, such Party shall furnish a copy of the survey to the other Parties for informational purposes only. During any period of rebuilding, repairing, replacement or reconstruction ot a building, the Floor Area of that building shall be deemed to be the same as existed immediately prior to that period. Upon completion of such rebuilding, repairing, replacement or reconstruction, the Party upon whose Tract such building is located, shall cause a new determination of Floor Area for such building to be made in the manner described above, and such determination shall be sent to any Party requesting the same. 1.5 OccuDant. "Occupant" shall mean any Person from time to time entitled to the use and occupancy of any portion of a building in the Shopping Center under an ownership right or any lease, sublease, license, concession, or other similar agreement. 1.6 ODerator. "Operator" shall mean the Person designated from time to time by the Approving Parties to maintain and operate the Common Area of the Shopping Center. 1.7 Outside Sales Area. "outside Sales Area" shall mean that certain space designated on the Site Plan which from time to time may be used exclusively by an occupant of the adjacent building for sales, display and/or storage purposes. During the period an Outside Sales Area is: (i) used, such space shall be enclosed by a fence or other security barrier, and (ii) not used, the surrounding barrier, if any, shall be removed and the surface of such space shall be used for Common Area purposes or for buildings. I-2 ,J ~ -. ORB 6529 pg 1824 1.8 Party. "Party" shall mean each signatory hereto and, after compliance with the notice requirements set forth below, their respective successors and assigns who become owners of any portion of the Shopping Center. Each Party shall be liable for the performance of all covenants, obligations and undertakings herein set forth with respect to the portion of the Shopping Center owned by it which accrue during the period of such ownership, and such liability shall continue with respect to any portion transferred until the notice of transfer set forth below is given, at which time the transferring Party's personal liability for obligations shall terminate. A Party transferring all or any portion of its interest in the Shopping Center shall give notice to all other Parties and the Operator of such transfer and shall include therein at least the fOllowing information: (i) the name and address of the new Party: and (ii) a copy of the legal description of the portion of the Shopping Center transferred. If a Tract is owned by more than one Person, the Person or Persons holding at least 51% of the ownership interest in the Tract shall designate one of their number to represent all owners of the Tract and such designated Person shall be deemed the Party for such Tract. until the notice of transfer is given, the transferring Party shall (for the purpose of this OEA only) be the transferee's agent. Nothing contained herein to the contrary shall affect the existence, priority, validity or enforceability of any lien permitted hereunder which is placed upon the transferred portion of the Shopping Center prior to receipt of the notice. 1-3 ORB 6529 P9 1825 J. -. 1.9 Person. "Person" shall mean any individual, partnership, firm, association, corporation, trust, or any other form of business or government entity. 1.10 Permittee. "Permittee" shall mean all Occupants and the officers, directors, employees, agents, contractors, customers, vendors, suppliers, visitors, invitees, licensees, subtenants, and concessionaires of Occupants insofar as their activities relate to the intended use of the Shopping Center. Among others, Persons engaging in the following activities on the Common Area will not be considered to be Permittees: ( i) (ii) or booklet: (iii) (iv) (v) use of the Exhibiting any placard, sign, or notice: Distributing any circular, handbill, placard, Soliciting memberships or contributions: Parading, picketing, or demonstrating: and Failing to follow regulations relating to the Shopping Center. 1.11 Restaurant. "Restaurant" shall mean any operation or business which requires a governmental permit, license and/or authorization to prepare and/or serve food for either on or off site consumption. 1.12 Tract. "Tract" shall mean that portion of the Shopping Center owned by a Party. 1.13 utility Lines. "Utility Lines" shall mean those facilities and systems for the transmission of utility services, including drainage and storage of surface water. "Common Utility Lines" shall mean those facilities and systems which are installed to provide the applicable service to at least some of the Building Areas on all of the Developer Tract and the Target Tract or to substantially all of the Common Area. "Separate Utility Lines" 1-4 r N. - ORB 6529 P<<3 1826 shall mean. those facilities and systems which are installed to provide the applicable service to Building Areas solely on either the Developer Tract or the Target Tract, or the Common Area located only on one of such Tracts. For the purpose of this OEA, the portion of a utility Line extending between a Common utility Line and a building shall be considered a separate utility Line. End of Article I-5 r ~. , ORB 6529 pg 1827 ARTICLE II EASEMENTS 2.1 Inaress and Earess. During the term of this OEA each Party hereby grants and conveys to each other Party for its use and for the use of its permi ttees, in common with others enti tled to use the same, a non-exclusive easement for the passage and parking of vehicles over and across the parking and driveway areas of the grantor's Tract, as the same may from time to time be constructed and maintained for such use, and for the passage and accommodation of pedestrians over and across the parking, driveways and sidewalk areas of the grantor's Tract, as the same may from time to time be constructed and maintained for such use. Such easement rights shall be subject to the following reservations as well as other provisions contained in this OEA: (i) Each Party further reserves the right to close off its portion of the Common Area for such reasonable period of time as may be legally necessary, in the opinion of such Party's counsel, to prevent the acquisition of prescriptive rights by anyone; provided, however, that prior to closing off any portion of the Common Area, as herein provided, such Party shall give written notice to each other Party of its intention to do so, and shall attempt to coordinate such closing with each other Party so that no unreasonable interference in the passage of pedestrians or vehicles shall occur, and (ii) Each Party reserves the right at any time and from time to time to exclude and restrain any Person who is not a Permittee from using its portion of the Common Area. 2.2 utilities. II-1 ORB 6529 pg 1828 ) '., (A) Each Party hereby grants and conveys to each other Party non-exclusive perpetual easements in, to, over, under, along and across those portions of the Common Area (exclusive of any portion located wi thin a Building Area) located on the grantor I s Tract necessary for the installation, operation, flow, passage, use, maintenance, connection, repair, relocation, and removal of utility Lines serving the grantee's Tract, including but not limited to, sanitary sewers, storm drains, water (fire and domestic), gas, electrical, telephone and communication lines. All utility Lines shall be underground except: (i) with respect to ground mounted electrical transformers at the rear of a building; (ii) as may be necessary during periods of construction, reconstruction, repair, or temporary service; (iii) as may be required by governmental agencies having jurisdiction; and (iv) as may be required by the provider of such service. Prior to exercl.sl.ng the right granted herein, the grantee shall first provide the grantor with a written statement describing the need for such easement, shall identify the proposed location of the Utility Line, and shall furnish a certificate of insurance showing that its contractor has obtained the minimum insurance coverage required by 5.4(C) hereof. Any Party installing Separate Utility Lines pursuant to the provisions of this subparagraph shall pay all costs and expenses with respect thereto and shall cause all work in connection therewith (including general clean-up and proper surface and/or subsurface restoration) to be completed as quickly as possible and in a manner so as to minimize interference with the use' of the Common Area. If the Parties elect to install Common 11-2 ORB 6529 P9 1829 . ; " utility Lines, all repair, maintenance, replacement and other work thereon shall be performed by the Operator as part of Common Area maintenance. (B) The initial location of any utility Line shall be subject to the prior written approval of the Party whose Common Area is to be burdened thereby, such approval not to be unreasonably withheld. The easement area shall be no wider than necessary to reasonably satisfy the requirements of a private or public utility, or five feet (5') on each side of the centerline if the easement is granted to a Party. Upon request, the grantee shall provide to the grantor a copy of an as-built survey showing the location of such Utility Line. The grantor shall have the right at any time to relocate a Utility Line upon thirty (30) days' prior written notice, provided that such relocation: (i) shall not interfere with or diminish the utility service to the grantee; (ii) shall not reduce or unreasonably impair the usefulness or function of such Utility Line; (iii) grantee; shall be performed without cost or expense to (iv) shall be completed using materials and design standards which equal or exceed those originally used; and (v) shall have been approved by the provider of such service and the appropriate governmental or quasi-governmental agencies having jurisdiction thereover. Documentation of the relocated easement area, including the furnishing of an "as-built" survey, shall be the grantor's expense and shall be accomplished as soon as possible. 1I-3 ORB 6529 pg 1-830 (C) E'ach Party hereby grants and conveys to each Party owning an adjacent Tract the perpetual right and easement to discharge surface storm drainage and/or runoff from the grantee's Tract over, upon and across the Common Area of the grantor's Tract, upon the following conditions and terms: (i) The Common Area grades and the surface water drainage/retention. system for the Shopping Center shall be constructed in strict conformance with the details approved by the Approving Parties; and (ii) No Party shall alter or permit to be altered the surface of the Common Area or the drainage/retention system constructed on its Tract if such alteration would materially increase the flow of surface water onto an adj acent Tract either in the aggregate or by directing the flow of surface water to a limited area. The surface water collection, retention and distribution facilities shall be deemed a Common utility Line. 2.3 Construction. Maintenance and Reconstruction. (A) In order to accommodate any footings, foundations, columns or walls which may be constructed or reconstructed immediately adj acent to a common boundary line and which may overlap that common boundary line, each Party grants to each Party owning an adjacent Tract a non-exclusive easement in, to, over, under, and across that portion of its Tract adjacent to such common boundary line in space not theretofore occupied by any then existing structure for the construction, maintenance and replacement of underground footings to a maximum lateral distance of five feet (5') and for the construction, replacement and 11-4 ORB 6529 P13 1831 " maintenance of foundations, columns, or walls to a maximum lateral distance of six inches (6"). The easement shall: (i) continue in effect for term of this OEA and thereafter for so long as the building utilizing the easement area exists (including a reasonable period to permit reconstruction or replacement of such building if the same shall be destroyed, damaged, or demolished) and (ii) include the reasonable right of access necessary to exercise and enj oy such grant upon terms and with the limitations described in 3.1(E) below. (B) Prior to utilizing any easement set forth in (A) above, the grantee Party shall advise the grantor Party of its intention to use the same, and shall provide plans and specifications and proposed construction techniques for the improvements to be located within the easement area, and shall give the grantor Party an opportunity to commence any construction activities which it contemplates undertaking to the end that each Party involved shall be able to utilize subterranean construction techniques which will permi t the placement above ground of a building on each Tract immediately adjacent to the common boundary line. If a common subterranean construction element is used, it is specifically understood that the grantor and the grantee shall each assume and pay its reasonable share of the cost and expense of the initial construction and, so long as both Parties are benefitting therefrom, subsequent maintenance thereof. In the event any building utilizing a common subterranean element is destroyed and not replaced or is removed, the common subterranean construction element shall be left in place for the benefit of any building utilizing the same located on the adjoining Tract. 11-5 ORB 6529 P9 1833 . ARTICLE III CONSTRUCTION 3.1 General Reauirements. (A) ~ach Party agrees that all construction activities performed by it within the Shopping Center shall be performed in compliance with all applicable laws, rules, regulations, orders, and ordinances of the city, county, state, and federal government, or any department or agency thereof. Every building shall be equipped with automatic sprinkler systems. (B) Each Party further agrees that its construction activities shall not: (i) cause any unreasonable increase in the cost of constructing improvements upon another Party's Tract; (ii) unreasonably interfere with construction work being performed on any other part of the Shoppinq Center; (iii) unreasonably interfere with the use, occupancy or enjoyment of any part of the remainder of the Shopping Center by any other Party or its Permittees; (iv) cause any building located on another Tract to be in violation of any law, rule, regulation, order or ordinance authorized by any city, county, state, federal government, or any department or aqency thereof. (C) Each Party agrees to defend, indemnify and hold harmless each other Party from all claims, losses, liabilities, actions, proceedings and costs (including reasonable attorneys' fees and costs of suit), includinq liens, and any accident, injury or loss or damage whatsoever occurring to any Person or to the property of III-1 ORB 6529 pg 1.834 . , any Person. arising out of or resulting from any construction activities performed or authorized by such indemnifying Party, provided however, that the foregoing shall not be applicable to events or circumstances caused by the negligence or willful act or omission of such indemnified Party, its licensees, concessionaires, agents, servants, employees, or anyone claiming by, through, or under any of them. (D) In connection with any construction, reconstruction, repair or maintenance on its Tract, each Party reserves the right to create a temporary staging and/or storage area in the Common Area on its Tract at such location as will not unreasonably interfere with access between such Tract and the other areas of the Shopping Center. Prior to the commencement of any work which requires the establishment of a staging and/or storage area on its Tract, a Party shall give the Approving Parties at least 30 days prior notice of the proposed location, provided, however, that if a business is operating on the Target Tract then no other Party's staging area shall be located within 500 feet of the front door of the building on the Target Tract and if substantial work is to be performed, the constructing Party shall, at the request of any Approving Party, fence off the staging and storage area. All storage of materials and the parking of construction vehicles, including vehicles of workers, shall occur only on the constructing Party's Tract, and all laborers, suppliers, contractors and others connected with such construction activities shall use only the access points located upon the constructing Party's Tract. Upon completion of such work, the constructing Party shall restore the affected Common Area to a condition equal to or better than that existing prior to commencement of such work. (E) Each Party hereby grants and conveys to each other Party and to its respective contractors, materialmen and laborers a temporary license for access and passage over and across the Common Area of the grantor's Tract as shall be reasonably necessary for III-2 ORB 6529 pg 1835 # the grantee to construct and/or maintain improvements upon the grantee's Tract; provided, however, that such license shall be in effect only during periods when actual construction and/or maintenance is being performed and provided further that the use of such license shall not unreasonably interfere with the use and operation of the Common Area by others. Prior to exercising the rights granted herein, the grantee shall first provide the grantor with a written statement describing the need for such license, and shall furnish a certificate of insurance showing that its contractor has obtained the minimum insurance coverage required by 5.4(C) hereof. Any Party availing itself of the temporary license shall promptly pay all costs and expenses associated with such work, shall diligently complete such work as quickly as possible, and shall promptly clean the area and restore the affected portion of the Common Area to a condition which is equal to or better than the condition which existed prior to the commencement of such work. Notwi thstanding the foregoing, in the event a dispute exists between the contractors, laborers, suppliers and/or others connected with construction activities, each Party shall have the right to prohibit the contractors, laborers, suppliers and/or others working for another Party from using the Common Area on its Tract. 3.2 Common Area. The Parties have agreed that the Common Area of the Shopping Center shall be initially constructed as shown on the site Plan, provided, however, no fence or other barrier which would prevent or unreasonably obstruct the passage of pedestrian or vehicular travel shall be erected or permitted within or across the Common Area, exclusive of the limited curbing and other forms of traffic control depicted on the Site Plan. Contemporaneously with the construction of a building upon its Tract, the constructing Party shall cause the Common Area on its Tract to be substantially completed no later than the day the first Occupant of such Tract opens for business with the public. Such work shall be done in a good and workmanlike manner and in accordance with good engineering III-3 ORB 6529 pg 1836 standards: provided, however, the following minimum general design standards shall be complied with: (A) The lighting system shall be designed to produce a minimum average maintained lighting intensity measured at grade at all points in the Common Area of 2.00 foot candle: provided however, that the extreme edge of the parking or drive areas may have not less than a minimum maintained lighting intensity measured at grade of 1.0 foot candle, and provided further that the drive areas immediately in front of the entrance to any building shall have not less than a minimum maintained lighting intensity measured at grade of 5.0 foot candles. Each Party may elect to control the lighting system located on its Tract. The type and design of the Common Area light standards shall be approved by the Approving Parties. (B) The slope in the parking area shall not exceed a maximum of four percent (4%), nor be less than a minimum of one percent (1%). (C) All sidewalks and" pedestrian aisles shall be concrete or other approved materials; the automobile parking areas, drives, and access roads shall be designed in conformity with the recommendations of a registered soils engineer approved by the Approving Parties which shall require the installation of a suitable base and the surfacing with an asphaltic concrete or concrete wearing material. (D) utility Lines that are placed underground shall be at depths designated by consultants.approved by the Approving Parties. eE) The parking area on each Tract shall contain sufficient ground level, parking spaces in order to comply with the following minimum requirements: III-4 '. ORB 6529 pg 1837 -- , (i) five (5.0) parking spaces for each one thousand (1,000) square feet of Floor Area. (ii) if a business use contains a drive-up unit (such as remote banking teller or food ordering/dispensing facility), then there shall also be created space for stacking not less than five (5) automobiles for each drive-up unit. (iii) for each single Restaurant which has less than five thousand (5,000) square feet of Floor Area, then five (5) additional parking spaces for each one thousand (1,000) square feet of Floor Area devoted to such use; provided, however, three (3) Restaurants, each of which contains not more than 1,200 square feet of Floor Area, shall be excluded from the application of this clause. (iv) for each single Restaurant which has five thousand (5,000) square feet of Floor Area or more, then ten (10) additional parking spaces for each one thousand (1,000) square feet of Floor Area devoted to such use. If an Occupant operates a Restaurant incidentally to its primary business purpose, then so long as such incidental operation continues, the portion of the Floor Area occupied by such Restaurant shall be excluded from the application of (iii) and (iv) above. For the purpose of this clause, a Restaurant shall be an "incidental operation" if it occupies less than ten percent (10%) of the Occupant's Floor Area and does not have a separate customer entry/exit door to the outside of the building. In the event of a condemnation of part of a Tract or sale or transfer in lieu thereof that reduces the number of usable parking spaces below that which is required herein, the Party whose Tract is so affected shall use its best efforts (including using proceeds from the condemnation award or settlement) to restore and/or III-5 ORB 6529 pg 1.838 substi tute . parking spaces in order to comply with the parking requirements set forth above. If such compliance is not possible, such Party shall not be deemed in default hereunder, but such Party shall not be permitted to expand the amount of Floor Area located upon its Tract. If such Floor Area is thereafter reduced, then it may not subsequently be increased unless the parking requirement is satisfied. (F) No Party shall make changes to the improved Common Area on its Tract without the approval of the Approving Parties, except that each Party hereby reserves the right, from time to time without obtaining the consent or approval of any other Party, to make at its own expense any insignificant change, modification or alteration in its portion of the Common Area, including the installation of convenience facilities such as mailboxes, public telephones and benches, provided that: (i) the accessibility of such Common Area for pedestrian and vehicular traffic (as it relates to the remainder of the Shopping Center) is not unreasonably restricted or hindered, and all parking stalls and rows and vehicular traffic lanes shall remain generally as shown on the site Plan; (ii) there shall be maintained at all times within such Common Area, a sufficient number of vehicular parking spaces to meet the parking requirements set forth in 3.2(E), as well as all governmental rules, regulations, and/or ordinances relating to parking requirements, but wi thout reliance on parking spaces that may be available on another Tract; provided, however, that no more than two percent (2\) of the parking spaces depicted on the site Plan for such Tract shall be eliminated. 1II-6 ORB 6529 pg 1839 (iii) no governmental rule, ordinance or regulation shall be violated as a result of such action, and such action shall not result in any other Party being in violation of any governmental rule, ordinance or regulation. ( i v) no change shall be made in the access points between the Common Area and the public streets; provided, however, that additional access points may be created with the approval of the Approving Parties, such approval not to be unreasonably withheld. (v) at least thirty (30) days prior to making any such change, modification or alteration, the Party desiring to do such work shall deliver to each other Party copies of the plans therefor, and provided further that such work shall not occur between October 1st and the following January 31st. (G) The provisions of this paragraph do not apply to any changes, modifications or alterations of Common Area located within Building Areas which result from or arise out of the construction or maintenance of buildings or outside Sales Areas. 3.3 Buildina ImDrovement. (A) While it is acknowledged and agreed that no Party shall have an obligation to commence construction or complete construction, once started, of any building on its Tract, the Parties hereby agree that (i) all buildings and Outside Sales Areas shall be located only within the Building Areas designated on the Site Plan, and (ii) if the amount of Floor Area for any Building Area is designated on the site Plan, such size limitation shall not be exceeded. III-7 ORB 6529 pg 1.840 (B) The Approving Parties have agreed upon an architecturally compatible theme for the exterior of all buildings to be constructed, placed or located within the Shopping Center. In order to insure compliance with such theme, each Party shall submit to the Approving Parties detailed plans ("Plans") as required by Exhibit C attached hereto covering the initial construction of each building and any additions, remodeling, reconstruction or other al teration which changes the exterior thereof for approval prior to the commencement of any such work. Upon the issuance of any disapproval or recommendation for change, the submitting Party, and the Approving Parties shall mutually consult to establish approved Plans for the proposed work. The Approving Parties shall not arbitrarily or unreasonably withhold approval of the Plans or recommend changes in the Plans which otherwise conform with the requirements hereof, nor shall they withhold approval of exterior remodeling or exterior reconstruction which does not either substantially enlarge an existing structure, or substantially change an existing structure. In no event shall an Approving Party require any other Party to utilize design standards superior to those utilized by the Approving Party in the construction of buildings on its Tract. Approval of Plans by the Approving Parties shall not constitute assumption of responsibility for the accuracy, sufficiency, or propriety thereof, nor shall such approval constitute a representation or warranty that the Plans comply with applicable laws. No material deviation shall be made from the approved Plans. Notwithstanding anything contained herein, ~he Approving Parties agree that if a "prototype Target building" is initially constructed on the Target Tract, then the requirement for the submission of Plans for such building is waived. (C) Developer and Target hereby specifically consent to the placement of buildings along the common boundary line between the Target Tract and the Developer Tract, and each agrees to support any request by the other for a side-yard or setback variance if the same is required in order to accommodate such construction. III-8 ORB 6529 pg 1841 (D) Developer acknowledges that Target proposes to construct on the Target Tract its typical retail store which is generally classified as an "unlimited area" building under certain applicable building codes. (By way of explanation, but not limitation, an "unlimited area" building is designated II-N or V-N under the Uniform Building Code.) Target agrees that if it constructs an "unlimited area" building, such building shall be located immediately adj acent to the common boundary line. So long as Target plans to construct an "unlimited area" building, or so long as an "unlimited area" building exists on the Target Tract (including any restoration or reconstruction thereof), Developer agrees that each building placed or constructed on the Developer Tract shall comply with the following requirements: (i) no building shall be constructed within 60' of the Building Area on the Target Tract unless such building, hereinafter referred to as the "adjacent building," shall be located immediately adjacent to the common boundary line and is attached to the "unlimited area" building on the Target Tract, when and so long as such "unlimited area" building exists. (ii) if an "adjacent building" exists, then no building shall be located within sixty feet (60') of the "adjacent building" unless such building is attached to the "adjacent building": the "adjacent building" and all other buildings on the Developer Tract that are attached to the "adjacent building" and to each other are hereinafter referred to as the "building group." (iii) any building that is not part of the "building group," shall be located at least sixty feet (60') distant from the "building group." III-9 UHti 6::>29 pg 1842 .' ,(iv) the "adjacent building" or the "building group," as the case may be, shall comply with the building code requirements applicable to an "unlimited area" building, including without limitation the installation of an approved sprinkler system for fire protection. If Tequired by any governmental authority, each Party agrees to join in a recordable declaration which confirms the existence of a sixty foot (60') yard or clear area around the Target building and ~hA h11;' n; nn'a. ; f' 2nv wh;,..h :a..-a ; n,..1 nnAn w; +-h; ... I; \ :aP,,~ I;; \ ORB 6529 pg 1842 . . .(iv) the "adjacent building" or the "building group," as the case may be, shall comply with the building code requirements applicable to an "unlimited area" building, including without limitation the installation of an approved sprinkler system for fire protection. If required by any governmental authority, each Party agrees to join in a recordable declaration which confirms the existence of a sixty foot (60') yard or clear area around the Tarqet building and the buildings, if any, which are included within (i) and (ii) above. In addi tion to the requirements set forth above, no building shall be placed or constructed on the Developer Tract in a manner which will either preclude the construction of an "unlimited area" building on the Tarqet Tract, or cause an existing "unlimited area" building on the Target Tract to no longer be in conformance with applicable building code requirements. (E) The second Party to construct a building along a common boundary line shall do so in a manner that does not result in damage to the improvements in place on the adjoining Tract, and further shall undertake and assume at its sole cost the obligation of completing and maintaining the nominal attachment (flashing and seal) of its building to that of the existinq building on the other Tract, it being the intent of the Parties to establish and maintain the appearance of one continuous building complex. In performing such attachment, the wall of one building shall not receive support from nor apply pressure to the wall of the other building. (F) No building or other structure (exclusive of any free standing sign referred to in 5.3 hereof) shall exceed the followinq height restrictions: (i) On the Target Tract - 32 feet (ii) On the Developer Tracts - 32 feet III-10 ORB 6529 pg 1832 (C) Nothing herein shall be deemed to create or establish a "common" or "party" wall to be shared by buildings constructed along the common boundary line between the Tracts. 2.4 Restriction. No Party shall grant any easement for the purpose set forth in this Article for the benefit of any property not within the Shopping Center: provided, however, that the foregoing shall not prohibit the granting or dedicating of easements by a Party on its Tract to governmental or quasi-governmental authorities or to public utilities. End of Article II-6 ORB 6529 pg 1844 ARTICLE IV MAINTENANCE AND REPAIR 4.1 Utility Lines. (A) Each Party shall maintain and repair, or cause to be maintained and repaired, in a good and safe condition, all Separate utility Lines utilized by it regardless of where located. Any maintenance and repair of nondedicated utilities located on another Party's Tract shall be performed only after two (2) weeks' notice to the grantor (except in an emergency the work may be initiated with reasonable notice) ,and shall be done after normal business hours whenever possible and shall otherwise be performed in such a manner as to cause as little disturbance in the use of the grantor's Tract as is practicable under the circumstances. Any Party performing or causing to be performed maintenance or repair work agrees to promptly pay all costs and expenses associated therewith to diligently complete such work as quickly as possible and to promptly clean the area and restore the affected portion of the Common Area to a condi tion equal to or better than the condition which existed prior to the commencement of such work. (B) Common utility Lines shall be maintained and replaced as part of the Common Area pursuant to 4.2 below. 4.2 Common Area. (A) The minimum standard of maintenance for the improved Common Area shall be comparable to the standard of maintenance followed in other first class retail developments of comparable size in the metropolitan area where the Center is located; notwithstanding the foregoing, however, the Common Area shall be operated and maintained in compliance with all applicable governmental laws, rules, regulations orders and ordinances, and the provisions of this OEA. All Common Area improvements shall be IV-1 ORB 6529 pg 1845 repaired or. replaced with materials at least equal to the quality of the materials being repaired or replaced so as to maintain the architectural and aesthetic harmony and integration of the Shopping Center as a whole. The maintenance and repair obligation shall include but not be limited to the following: (i) Drive and Parking Areas. Maintaining, cleaning and replacing all .paved surfaces and curbs in a smooth and evenly covered condition, such work shall include, without limitation, sweeping, restriping, resealing and resurfacing. (For the purpose of this section, an overlay of the drive and parking areas shall be considered a maintenance item.) (ii) Debris and Refuse. Periodic removal of all papers, debris, filth, refuse, ice and snow, including sweeping to the extent necessary to keep the Common Area in a first-Class, clean and orderly condition. All sweeping shall be at appropriate intervals during such times as shall not interfere with the conduct of business or use of the Common Area by persons intending to conduct business with Occupants of the Shopping Center. (iii) Sign and Markers. Placing, cleaning, keeping in repair, replacing and repainting any appropriate directional signs or markers, including any handicapped parking signs. (iv) Lighting. Maintaining, cleaning and replacing Common Area lighting facilities, including lamps, ballasts and lenses. (v) Landscaped Areas. Maintaining all landscaped areas, including landscaping and planters adj acent to exterior walls of buildings, in an attractive and thriving condition, and replacing shrubs and other landscaping as necessary ; IV-2 ORB 6529 pg 1846 , , provided, however, that if any Occupant requires "special" landscaping (i. e. beyond the standard landscaping requirements for the remainder of the Shopping center), the cost of installation, replacement and maintenance of such special landscaping shall be borne solely by such Occupant and shall not be included in Common Area Maintenance Costs. (vi) Common utility Lines. Maintaining, cleaning, replacing, and repairing any and all Common utility Lines. (vii) Obstructions. Keeping the Common Area free from any obstructions including those caused by the sale or display of merchandise, unless such obstruction is permitted under the provisions of this OEA. (viii) sidewalks. Maintaining, cleaning and replacing of all sidewalks, including those adjacent and contiguous to buildings located within the Shopping Center. Sidewalks shall be cleaned and swept at appropriate intervals during such time as shall not interfere with the conduct of business or use of the Common Area. (ix) Supervisory Personnel. Providing of professional supervisory personnel for the Common Area, if reasonably required. (x) Traffic. Supervision of traffic at entrances and exits to the Shopping Center and within the Shopping Center as conditions reasonably require in order to maintain an orderly and proper traffic flow. Notwithstanding anything to the contrary, each Party shall maintain and repair, at its sole cost, in a clean, sightly and safe condition any exterior Shipping/receiving dock area, any truck ramp or truck parking area, and any refuse, compactor or dumpster area. IV-3 ORB 6529 pg 1847 (B) F~om and after the date upon which the Common Area on either the Developer Tracts or the Target Tract is substantially completed, the Operator shall maintain the Common Area or cause it to be maintained, in good order, and sightly and safe condition. Operator may hire companies affiliated with it to perform the maintenance and operation of the Common Area, but only if the rates charged by such companies are competi ti ve with those of other companies furnishing similar services in the metropolitan area in or about the Shopping Center, it being agreed that this provision shall be construed strictly against Operator. Each Party hereby grants to Operator, its agents and employees a license to enter upon its Tract to discharge the duties to operate, maintain and repair the Common Area pursuant to 4.2. The Approving Parties hereby designate Developer as the initial Operator, and Developer accepts such appointment. The Person appointed by the Approving Parties to act as the Operator shall serve in such capacity, commencing with the date it is first appointed to maintain the Common Area, unless such Person shall resign or is removed by the Approving Parties. Operator shall expend only such funds as are reasonably necessary for the operation, maintenance and insurance of the Common Area and shall promptly pay such costs ("Common Area Maintenance Costs") when incurred. For the purpose of this OEA, Common Area Maintenance Costs shall not include: (i) any late charges or fees; (ii) any charge for electricity to a Party that separately pays the electrical costs for lighting the Common Area on its Tract; (iii) resulting from maintenance or any costs to clean up or repair the Common Area promotional activities or from construction, replacement of buildings; IV-4 ORB 6529 pg 1848 .(iv) real property taxes and assessments; (v) Operator's profit, administrative and overhead costs (including but not limited to: office space, equipment and utilities; legal, accounting or administrative services; Operator's personnel who are not permanently located at the Shopping center); and (vi) entertainment, lodging of anyone. transportation, meals and In lieu of Operator's profit, administrative and overhead costs, Operator shall be permitted to charge an amount ("Administration Fee") computed by multiplying the Common Area Maintenance Costs (exclusive of insurance premiums, fees paid to third Persons who perform the Common Area operation and maintenance on Operator's behalf, and utility charges) by five percent (5'). If any of Operator's personnel at the Shopping Center perform services, functions or tasks in addition to Common Area duties, then the cost of such personnel shall be equitably allocated according to time spent performing such duties. So long as Developer owns/maintains the retail shopping complex located across the street from the Shopping Center and performs the duties of Operator for the Shopping Center, any questions regarding proper allocation of shared personnel and/or joint Common Area Maintenance contracts shall be strictly construed against Developer. (C) Operator shall, at least 90 days prior to the beginning of each calendar year, submit to the Approving Parties an estimated budget ("Budget") for the projected Common Area Maintenance Costs and the Administration Fee for operating and maintaining the Common Area of the Shopping Center for the ensuing calendar year. The Budget shall identify separate cost estimates for at least the categories specified under 4.2 (A), plus: IV-5 ORB 6529 pg 1849 _ (i) premium for public liability insurance covering the Common Area as required by 5.4(A) below: (ii) rental or purchase of equipment and supplies: (iii) depreciation or trade-in allowance applicable to items purchased for Common Area purposes: and (iv) Administration Fee. If an item of maintenance or replacement is to be accomplished in phases over a period of calendar years, such as resurfacing of the drive and/or parking areas, then the Budget shall separately identify the cost attributable to such year (including the area of the Common Area affected), and shall note the anticipated cost and timing (indicating the area of the Common Area affected) of such phased work during succeeding calendar years. The cost of approved "phased" work shall be paid by the Parties approving the same, notwithstanding that when such work is performed a party may not then be participating in the joint maintenance of the Shopping Center. If an Approving Party disapproves the proposed Budget, it shall consult with the other Approving Party and the Operator to establish a final approved Budget. If a Budget is not approved by December 1st of any calendar year, Operator shall have the right to terminate its maintenance obligation with respect to the Common Area located on the Tract of the disapproving Approving Party by written notice prior to December lOth. If the notice is given, then Operator shall maintain and operate the balance of the Shopping Center and such Approving Party shall maintain and operate its Tract, commencing on the following January 1st. If the notice is not given, then Operator shall continue to maintain and operate the Common Area for the next calendar year. IV-6 ORB 6529 pg 1850 , . Operator shall use reasonable efforts to operate and maintain the Common Area of the Shopping Center in accordance with the Budget. Notwithstanding the foregoing, operator shall have the right to make emergency repairs to the Common Area to prevent injury or damage to person or property, it being understood that Operator shall nevertheless advise each Party of such emergency condition as soon as reasonably possible, including the corrective measures taken and the cost the~eof. If the cost of the emergency action exceeds $10,000.00 then Operator may submit a supplemental billing to each Party, toqether with evidence supporting such payment, and each Party shall pay its share thereof within thirty (30) days; if the cost limitation set forth above is not exceeded then such costs shall be included as part of the Common Area Maintenance Costs at the year end. (D) Common Area Maintenance Costs and the Administration Fee shall be allocated as follows: (i) To the Developer Tracts 27.7% (ii) To the Target Tract 72.3% In the event an existing Tract is divided, the Party causing such division shall prorate the allocation attributable to the existing Tract between the newly created Tracts, file a recorded declaration confirming such allocation and deliver a copy of such declaration to the Operator and each other Party. Each Party shall pay to the Operator in equal monthly payments, in advance, its share of the Common Area Maintenance Costs and the Administrative Fee based either upon the amount set forth in the approved Budget, or if a Budget is not approved, then the lesser of the amount set forth in the unapproved Budget or the monthly payment established for the prior year. The Operator shall reasonably estimate such costs for the partial year during which its maintenance obligations commence and each Party shall make its first payment in the month following IV-7 ORB 6529 pg ~8S1 operator · s ~dertaking of such maintenance and repair of the Common Area. Within 45 days after the end of each calendar year, Operator shall provide each Party with a certified statement together with supporting invoices and other materials setting forth the actual Common Area Maintenance Costs paid by it for the operation and maintenanrJ of such Common Area, the Administration Fee, and such Party's share of the aggregate thereof. If the amount paid by a Party for such calendar year shall have exceeded its share, Operator shall refund the excess to such Party at the time such certified statement is delivered, or if the amount paid by a Party for such calendar year shall be less than its share, such Party shall pay the balance of its share to operator within 30 days after receipt of such certified statement. within two years after receipt of any such certified statement, each Party shall have the right to audit Operator's books and records pertaining to the operation and maintenance of the Common Area for the calendar year covered by such certified statement: the Party shall notify Operator of its intent to audit at least 15 days prior to the designated audit date. In the event that such audit shall disclose any error in the determination of the Common Area Maintenance Costs, the Administration Fee or in the allocation thereof to a Tract, an appropriate adjustment shall be made fort~with. The cost of any audit shall be assumed by the auditing Party unless such Party shall be entitled to a refund in excess of three percent (3'> of the amount calculated by Operator as its share for the calendar year, in which case Operator shall pay the cost of such audit. (E) Operator agrees to defend, indemnify and hold each Party harmless from and against any mechanic's, materialmen's and/or laborer's liens, and all costs, expenses and liabilities in connection therewith, including reasonable attorney's fees and court costs, ar1s1ng out of the maintenance and operation by operator of the Common Area, and in the event that any Tract shall IV-8 ORB 6529 P9 1852 become subj~ct to any such lien, Operator shall promptly cause such lien to be released and discharged of record, either by paying the indebtedness which gave rise to such lien or by posting such bond or other security as shall be required by law to obtain such release and discharge. (F) In the event any of the Common Area is damaged or destroyed by any cause whatsoever, whether insured or uninsured, during the term of this OEA, other than damage caused by ordinary use or wear and tear, the Party upon whose Tract such Common Area is located shall repair or restore such Common Area at its sole cost and expense with all due diligence: provided that no Party shall be required to expend more than $250,000 (which amount shall be increased by $50,000 every five (5) years upon the anniversary date of this OEA) in excess of insurance proceeds which may be available (or which would have been available except for elections relating to deductibles or self-insurance for which the Party shall be responsible to contribute) for such repair or restoration. Notwithstanding the limitation set forth in the preceding sentence, a Party may require another Party to do such restoration work if the requiring Party has agreed in writing to pay the costs in excess of such sum. Except to the extent limited by 5.4 (D) hereof, in the event such damage or destruction of Common Area is caused in whole or in part by another Party or third Person, the Party obligated to make such repair or restoration reserves and retains the right to proceed against such other Party or third Person for indemnity, contribution or damages. (G) Target shall have the right, upon giving not less than sixty (60) days' written notice to Operator, to take over and assume the maintenance of the Common Area upon the Target Tract. Following the effective date of such assumption, Target shall perform all of the functions specified in 4.2 (A), and pay all costs and expenses incurred in connection with the maintenance and operation of the Common Area on its Tract, except as specified IV-9 ORB 6529 pg 1853 , below, and. Operator thereafter shall continue to maintain the balance of the Common Area in accordance with the standards of 4.2 (A). Nevertheless, Operator shall continue to maintain the Common utility Lines of the Shopping Center regardless of location, shall continue to mainta,in the Common Area security program, if any, and shall continue to insure the Common Area on the Target Tract under the Operator's Common Area public liability insurance program if Target elects to participate therein by written notice to the Operator. Upon such assumption Target shall be released from the obligation to contribute towards Operator's maintenance and operation of the balance of the Common Area, except with respect to those functions identified above for which continued participation is mandatory or elected; Target's share of such costs shall be paid in accordance with the allocation set forth in 4.2 (D) above. Target shall have the right to cause the operator to resume the operation and maintenance of its Common Area upon the satisfaction of the following conditions: (i) Target shall give the Operator at least 60 days' prior notice of its intention to have the Operator reassume the operation and maintenance of its Common Area; provided however, such date for reassumption shall always be the first day of a calendar quarter; (ii) Prior to the date established for Operator to reassume the maintenance and operation thereof; Target shall, at its sole cost and expense, cause the Common Area on its Tract to be at least equal to the same maintenance, condition existing on the other portions of the Common Area then being maintained by the Operator; and (iii) At least twenty-four (24) months have lapsed since Target assumed the maintenance of the Target Tract. IV-10 ORB 6529 Pl3 1854 Provided th. above conditions are satisfied, concurrently with the designated date, operator shall resume full operation and maintenance of the Common Area located on the Target Tract and Target shall be responsible for its share of the costs and expenses of Operator's performance as set forth in (D) above. 4.3 Buildina ImDrovements and outside Sales Area. (A) After completion of construction, each Party covenants and agrees to maintain and keep the building improvements and outside Sales Area, if any, located on its Tract in first-class condition and state of repair, in compliance with all governmental laws, rules, regulations, orders, and ordinances exerc1s1ng jurisdiction thereover, and in compliance with the provisions of this OEA, including the architectural theme. Each Party further agrees to store all trash and garbage in adequate containers, to locate such containers so that they are not readily visible from the parking area, and to arrange for regular removal of such trash or garbage. (B) In the event any of the building improvements are damaged by fire or other casualty (whether insured or not), the Party upon whose Tract such building improvements are located immediately shall remove the debris resulting from such event and provide a sightly barrier, and within a reasonable time thereafter shall either (i) repair or restore the building improvements so damaged to a complete unit, such repair or restoration to be performed in accordance with all provisions of this OEA, or (ii) erect other building improvements in such location, such construction to be performed in accordance with all provisions of this OEA, or (iii) demolish the damaged portion and/or the balance of such building improvements and restore the cleared area to either a hard surface condition or a landscaped condition in which event the area shall be Common Area until a replacement building is erected. Such Party shall have the option to choose which of the foregoing alternatives IV-11 ORB 6529 pg 1855 to perform,_ but such Party shall be obligated to perform one of such al ternati ves. Such Party shall give notice to each other Party within ninety (90) days from the date of such casualty of which alternative it elects. End of Article IV-12 ORB 6529 pg 1856 ARTICLE V OPERATION OF THE SHOPPING CENTER 5.1 ~. (A) No part of the Shopping Center shall be used for other than retail sales, offices, Restaurants or other commercial purposes. "Business Office" shall mean an office which does not provide services directly to consumers: "Retail Office" shall mean an office which provides services directly to consumers, including but not limited to financial institutions, real estate, stock brokerages, title company and escrow offices, travel and insurance agencies, and medical, dental and legal clinics. Not more than fifteen percent (1St) of the total Floor Area on the Developer Tract may be used for Retail Office and/or Business Office. (B) No use shall be permitted in the Shopping Center which is inconsistent with the operation of a first-class retail shopping center. Without limiting the generality of the foregoing, the following uses shall not be permitted: (i) Any use which emits an obnoxious odor, noise, or sound which can be heard or smelled outside of any building in the Shopping Center: (ii) Any operation primarily used as a warehouse operation and any assembling, manufacturing, distilling, refining, smelting, agricultural, or mining operation: ( iii) Any "second, hand" store or "surplus" store; (iv) Any mobile home park, trailer court, labor camp, junkyard, or stockyard (except that this provision shall not prohibit the temporary use of construction trailers during periods of construction, reconstruction, or maintenance); V-1 ORB 6529 pg 1857 (v) Any dumping, disposing, incineration, or reduction of garbage (exclusive of garbage compactors located near the rear of any building); (vi) Any fire sale, bankruptcy sale (unless pursuant to a court order) or auction house operation; (vii) Any central laundry, dry cleaning plant, or laundromat; provided, however, this prohibition shall not be applicable to on-site service oriented to pickup and delivery by the ultimate consumer, including nominal supporting facilities, as the same may be found in retail shopping districts in the metropolitan area where the Shopping Center is located; (viii) Any automobile, truck, trailer or recreational vehicles sales, leasing, display or repair; provided, however, this prohibition shall not be applicable to the display (but no demonstration vehicles permitted) of new automobiles within a building so long as the display area does not exceed 2,000 square feet of Floor Area; (ix) Any bowling alley; (x) Any skating rink; (xi) Any living quarters, sleeping apartments, or lodging rooms; (xii) Any veterinary hospital or animal raising facilities (except that this prohibition shall not prohibit pet shops); (xiii) Any mortuary or funeral home; V-2 ORB 6529 P9 18S8 . (xiv) Any establishment selling or exhibiting pornographic materials; (xv) Any bar, tavern, restaurant or other establishment whose reasonably projected annual gross revenues from the sale of alcoholic beverages for on-premises consumption exceeds sixty percent (60%) of the gross revenues of such business; (xvi) facility; Any health spa, fitness center or workout (xvii) Any theater; (xviii) Any flea market, amusement or video arcade, pool or billiard hall, car wash, or dance hall; (xix) Any training or educational facility, including but not limited to: beauty schools, barber colleges, reading rooms, places of instruction or other operations catering primarily to students or trainees rather than to customers; provided however, this prohibition shall not be applicable to on-site employee training by an Occupant incidental to the conduct of its business at the Shopping Center. (C) The following use and occupancy restrictions shall be applicable to the Developer Tract: (i) No toy store exceeding 5,000 square feet of Floor Area shall be permitted; (ii) No more than 10% of the Floor Area may be used for Business Office purposes; (iii) No more than 10% of the Floor Area may be used for Retail Office purposes. V-3 ORB 6529 pg 1859 (D) T~e name "Target" shall not be used to identify the Shopping Center or any business or trade conducted on the Developer Tract. (E) No merchandise, equipment or services, including but not limited to vending machines, promotional devises and similar items, shall be displayed, offered for sale or lease, or stored within the Common Area; provided, however, that the foregoing prohibition shall not be applicable to (i) the storage of shopping carts on the Target Tract; or (ii) temporary Shopping Center promotions, except that no promotional activities will be allowed in the Common Area without the prior written approval of the Approving Parties which may be wi thheld in their sole and absolute discretion. In addition, if a recycling center or equipment is required by law to be located in the Shopping Center, the location, if not mandated by law, shall be subject to the approval of the Approving Parties. (F) No Permittee shall be charged for the right to use the Common Area. (G) Each Party shall use its best efforts to cause the employees of the Occupants of its Tract to park their vehicles only on such Tract. (H) This OEA is not intended to, and does not, create or impose any obligation on a Party to operate, continuously operate, or cause to be operated a business or any particular business at the Shopping Center or on any Tract. 5.2 Liahtinq. (A) After completion of the Common Area lighting system on its Tract, each Party hereby covenants and agrees to keep its Tract fully illuminated each day from dusk to at least Y '':; ;': - p.m. unless the Approving Parties agree upon a different time. Each V-4 ORB 6529 pg 1. 860 party further agrees to keep any exterior building security lights on from dusk until dawn. During the term of this OEA, each Party grants an irrevocable license to each other Party for the purpose of permitting the lighting from one Tract to incidentally shine on the adjoining Tract. (B) Any Party ("Constructing Party") may install, with the consent of the affecte~ Party ("Consenting Party"), a secondary wiring system, from the Constructing Party's Tract to the light standards on the Consenting Party's Tract, which would permit a portion or all of the lighting on the consenting Party's Tract to be operated contemporaneously with the lighting on the Constructing party's Tract. All costs and expenses associated with the installation, maintenance, replacement, and operation of such secondary wiring, including the cost of energy to light any portion of the Consenting Party's Tract, shall be assumed and promptly paid by the Constructing Party. The constructing Party shall submit to the Consenting Party appropriate plans and specifications for the installation of such secondary wiring systems. The Consenting Party shall have thirty (30) days to approve or disapprove of such submission, such approval not to be unreasonably withheld. If the Consenting Party does not disapprove of the submission within the 30-day period, approval shall be deemed given; if disapproval is given, the Constructing Party shall revise the submission to accommodate the reasonable objections of the Consenting Party and then may resubmit such plans and specifications to the consenting party for its approval. 5.3 Sians. (A) No freestanding sign shall be permitted within the Shopping Center unless constructed in areas designated on the site Plan, and only one such sign may be located in each designated area. The area designated "Center Sign" may be used to identify V-5 ORB 6529 pg 1861 . . the Shopping Center name, not more than two (2) Occupants of the Developer Tracts and not more than one (1) Occupant of the Target Tract. There shall be no monument type signs. The Approving Parties shall have the right to approve the design and size of all freestanding signs: provided, however, it is agreed that any Occupant of more than 60,000 square feet of Floor Area shall have the unqualified right to use in the space allocated to it on any freestanding sign its standard prototype identification as the same exists from time to time. The Approving Parties hereby approve the design and size of the Center Sign as shown on Exhibit D attached hereto and made a part hereof: the space designated on Exhibit D for "Target" shall be utilized by the Occupant of the Target Tract. (B) Exclusive of the "Pad" areas designated on the Site Plan, any Occupant occupying less than twenty-five thousand (25,000) square feet of Floor Area may not have more than one (1) identification sign placed on the exterior of the building it occupies: provided however, that if any such Occupant is located at the corner of a building, then such Occupant may have an identification sign on each side of such corner. Any Occupant occupying at least twenty-five thousand (25,000) square feet of Floor Area may have more than one identification sign placed on the exterior of the building it occupies. No exterior identification sign attached to a building shall be: (i) placed on canopy roofs extending above the building roof, placed on penthouse walls, or placed so as to project above the parapet~ canopy, or top of the wall upon which it is mounted: (ii) placed at any angle to the building: provided, however, the foregoing shall not apply to any sign located V-6 ORB 6529 pg 1873 6.2 I~terest. Any time a Party or Operator shall not pay any sum payable hereunder to another within five (5) days of the due date, such delinquent Party or Operator shall pay interest on such amount from the due date to and including the date such payment is received by the Person entitled thereto, at the lesser of: (i) The highest rate permitted by law to be paid on such type of obligation by the Person obligated to make such payment or the Person to whom such payment is due, whichever is less; or time to National (ii) 3' per annum in excess of the,prime rate from time publicly announced by Norwest Bank, Minneapolis Association or its successor. 6.3 EstODDel certificate. Each Party and Operator agrees that upon written request (which shall not be more frequent than three (3) times during any calendar year) of any other Party or Operator, it will issue to such Person, or its a prospective mortgagee or successor, an estoppel certificate stating to the best of the issuer's knowledge that as of such date: (1) whether it knows of any default under this OEA by the requesting Person, and if there are known defaults, specifying the nature thereof; (ii) whether this OEA has been assigned, modified or amended in any way by it and if so, then stating the nature thereof; and (iii) whether this OEA is in full force and effect; VI-4 ORB 6529 pg 1.874 Such state.ent shall act as a waiver of any claim by the Person furnishing it to the extent such claim is based upon facts contrary to those asserted in the statement and to the extent the claim is asserted against a bona fide encumbrancer or purchaser for value without knowledge 'of facts to the contrary of those contained in the statement, and who has acted in reasonable reliance upon the statement. Notwi thstanding anything to the contrary, the issuance of an estoppel certificate shall in no event subject the Person furnishing it to any liability whatsoever, notwithstanding the negligent or otherwise inadvertent failure of such Person to disclose correct and/or relevant information, nor shall such issuance be construed to waive any rights of the issuer to either request an audit of the Common Area Maintenance Costs for any year it is entitled to do so, or challenge acts committed by other Parties for which approval by the Approving Parties was required but not sought or obtained. 6.4 Notices. i::. .fEE ]):x: ~ tfJ5 All notices, demands and requests (collectively the "notice") required or permitted to be given under this OEA must be in writing and shall be deemed to have been given as of the date such notice is (i) delivered to the Party intended, (ii) delivered to the then current address of the Party intended, or (iii) rejected at the then current address of the Party intended, provided such notice was sent prepaid. The initial addresses of the Parties shall be: Target: Dayton Hudson corporation Target stores-Real Estate Attn: Property Administration!C~-2~ 33 s. sixth street Minneapolis, MN 55402 Developer: American Development Corporation c/o Richard H. Critchfield, P.A. 2499 Glades Road Suite 202 Boca Raton, FL 33431 VI-5 ORB 6529 pg 1875 operator: As from time to time designated. Upon at least ten (10) days' prior written notice, each Person shall have the right to change its address to any other address within the United 'States of America. 6.5 ADDroval Riahts. Unless otherwise herein provided, whenever a consent, or approval (the "approval") is required, such approval shall not be unreasonably withheld or delayed. Unless provision is made for a specific time period, each response to a request for an approval shall be given by the Person to whom directed within thirty (30) days of receipt. If a response is not given within the required time period, the requested Party shall be deemed to have given its approval. Each disapproval shall be in writing and the reasons shall be clearly stated. If the Approving Parties' approval is requested, unanimous approval must be given. 6.6 Condemnation. In the event any portion of the Shopping Center shall be condemned, the award shall be paid to the Party owning the land or the improvement taken, except that (i) if the taking includes improvements belonging.to more than one Party, such as Utility Lines or signs, the portion of the award allocable thereto shall be used to relocate, replace or restore such jointly owned improvements to a useful condition, and (ii) if the taking includes easement rights which are intended to extend beyond the term of this OEA, the portion of the award allocable to each such easement right shall be paid to the respective grantee thereof. In addition to the foregoing, if a separate claim can be filed for the taking of any other property interest existing pursuant to this OEA which does not reduce or diminish the amount paid to the Party owning the land or the improvement taken, then the owner of such other property interest shall have the right to seek an award for the taking thereof. VI-6 ORB 6529 pg 1.876 6.7 Bindina Effect. The terms of this OEA and all easements granted hereunder shall constitute covenants running with the land and shall inure to the benefit of and be binding upon the signatories hereto and their respective successors and assigns who become Parties hereunder. This OEA is not intended to supersede, modify, amend, or otherwise change the provisions of any prior instrument affecting the land burdened hereby. 6.8 Sinqular and Plural. Whenever required by the context of this OEA, the singular shall include the plural, and vice versa, and the masculine shall include the feminine and neuter genders, and vice versa. 6.9 Counterparts and Siqnature Pages. This OEA may be executed in several counterparts, each of which shall be deemed an original. The signatures to this OEA may be executed and notarized on separate pages, and when attached to this OEA shall constitute one complete document. 6.10 Neaation of PartnershiD. None of the terms or provisions of this OEA shall be deemed to create a partnerShip between or among the Parties in their respective businesses or otherwise, nor shall it cause them to be considered joint venturers or members of any joint enterprise. Each Party shall be considered a separate owner, and no Party shall have the right to act as an agent for another Party, unless expressly authorized to do so herein or by separate written instrument signed by the Party to be charged. 6.11 Not a Public Dedication. Nothing herein contained shall be deemed to be a gift o~ dedication of any portion of the Shopping Center or of any Tract or portion thereof to the general public, or for any public use or purpose whatsoever. Except as herein specifically provided, no right, privileges or immunities of any Party hereto shall inure to the benefit of any third-party VI-7 . . ORB 6529 pg 1877 Person, no~ shall any third-party Person be deemed to be a beneficiary of any of the provisions contained herein. 6.12 Excusable Delays. Whenever performance is required of any Person hereunder, such Person shall use all due diligence to perform and take all necessary measures in good faith to perform~ provided, however, that if completion of performance shall be delayed at any time by reason of acts of God, war, civil commotion, riots, strikes, picketing or other labor disputes, unavailability of labor or materials, damage to work in progress by reason of fire or other casualty, or any cause beyond the reasonable control of such Person, then the time for performance as herein specified shall be appropriately extended by the amount of the delay actually so caused. The provisions of this section shall not operate to excuse any Person from the prompt payment of any monies required by this ORA. 6.13 Severabilitv. Invalidation of any of the prov1s10ns contained in this OEA, or of the application thereof to any person by judgment or court order shall in no way affect any of the other provisions hereof or the application thereof to any other person and the same shall remain in full force and effect. 6.14 Amendments. This OEA may be amended by, and only by, a written agreement signed by all of the then current Parties and shall be effective only when recorded in the county and state where the Shopping Center is located. No consent to the amendment of this OEA shall ever be required of any Occupant or Person other than the Parties, nor shall any occupant or Person other than the Parties have any right to enforce any of the provisions hereof. 6.15 caDtions and CaDitalized Terms. The captions preceding the text of each article and section are included only for convenience of reference. Captions shall be disregarded in the construction and interpretation of this OEA. Capitalized terms are VI-8 ORB 6529 pg 1878 also selected only for convenience of reference and do not necessarily have any connection to the meaning that might otherwise be attached to such term in a context outside of this OEA. 6.16 Mitiaation of Damages. In all situations arising out of this OEA, all Parties shall attempt to avoid and mitigate the damages resulting froll the conduct of any other Party. Each Party hereto shall take all reasonable measures to effectuate the provisions of this OEA. 6.17 OEA Shall Continue Notwithstandina Breach. It is expressly agreed that no breach of this OEA shall (i) entitle any Party to cancel, rescind or, otherwise terminate this OEA, or (ii) defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value as to any part of the Shopping Center. However, such limitation shall not affect in any manner any other rights or remedies which a Party may have hereunder by reason of any such breach. 6 .18~. Time is of the essence of this OEA. 6.19 No Waiver. The failure of any Party to insist upon strict performance of any of the terms, covenants or conditions hereof shall not be deemed a waiver of any rights or remedies which that Party may have hereunder, at law or in equity and shall not be deemed a waiver of any subsequent breach or default in any of such terms, covenants or conditions. End of Article VI-9 ORB 6529 pg 1879 ARTICLE VII TERM 7.1 Term of this OEA. This OEA shall be effective as of the date first above 'written and shall continue in full force and effect until 11:59 p.m. on December 31, 20~7 provided, however, that the easements referred to in Article II hereof which are specified as being perpetual or as continuing beyond the term of this OEA shall continue in force and effect as provided therein. Upon termination of this OEA, all rights and privileges derived from and all duties and obligations created and imposed by the provisions of this OEA, except as relates to the easements mentioned above, shall terminate and have no further force or effect; provided, however, that the termination of this OEA shall not limit or affect any remedy at law or in equity that a Party may have against any other Party with respect to any liability or obligation arising or to be performed under this OEA prior to the date of such termination. IN WITNESS WHEREOF, the Parties have caused this OEA to be executed effective as of the day and year first above written. \,\\,.1':"; ", Name Richard C. Ade "l '. .'.:\ 1.1 " .';' ~ \V~ .. ''/., ...., \\. ....... .' p. d ~."f,...; /.;....Title reSl ent { ..../ ..~"..... ",f.~.#. "; j'X'.l ~.:.. ......'.: 1 ::'t: 'D . .: .... ~~ ..... ,; ,. ,. -. ..,.. ", ~...o(I-a ", ,~. J",t;. , . - ','" '. #,P,..,. ').'t ~ "'. (J ...." ~ ... ~ ., ./( .........,. - .... \",. 'B" "'J', ,.') Y I" . DAYTON HUDSON CORPORATION ("Target" ) BYN~ Sr. VICe PreSIde,,' Ti tIe T,.,r,,:_' ~I,,,,'.~ AMERICAN DEVELOPMENT CORPORATION ("Developer" ) By JZL/le. ~ :~IAt~ Ri ard H. Critchfield Assistant Secretary Name "{jlli."" , ~l/'~ Ti tle Au;stont Secretory uv {TIVes'S.' ~~~~U ~~~ VlI-1 U, I1"N1i~S r/.P~~ ~wq, ,~~~~ ORB 6529 pg 1-880 STATE OF ;i{;. it A.J.j6-kJ ,L. _ .) COUNTY OF ~"""fn-) On thi s :J. c(-f!:: day of <:S M, ' 19 '10, before me, a Notary Public within and for said County, personally appeared Jack D. Fontaine , and Will i am P. Hhe , to me personally known, being each by me duly sworn, did.say that they Sr. Vice President are respectively the Target Stores and Assistant Secretary of Dayton Hudson Corporation , and that said instrument was signed - in behalf of said corporation by authority of its Board of Directors and Jack D. Fontaine and William P. Hise ackno\lledged said instrument to be the free act and deed of said corpora ti on. .~v..~~"'~"'V<!Ih~v.,,^~v~.,. 18" .JA~~ t.4~ HENNEPIN alUN1Y .., Calla EIIlIRI l1li 11. .. .v...-;;:....r....V^V^~~-.A~~.'V^~. {1~1 ~ .._._--~---------- .-~- .-..--.---- ORB 6529 pg 1881 STATE OF FLORIDA COUNTY OF PALM BEACH I HEREBY CERTIFY that on this day before me, an officer duly qualified to take acknowledgments, personally appeared Richard C. Ade and Richard H. Critchfield, as President and Assistant Secretary, respectively, of American Development Corporation, a New Hampshire corporation, to me known to be the persons described in and who executed the foregoing instrument and they acknowledged before me that they executed the same. WITNESS my hand and official seal in the County and State last aforesaid this 25th day of J~lY' 19 . ~/G-~n"// ~..c../ Notary ub ic My commission expires: Notary Public. State of Florida ~ Commission Expires Mardi 10. 'W9S to.d04 1"'" 1...., hi.. ,.......... 'tIC. .' ._4'..... . ' >.: i 11 i;;' '.~ .,' " ~ . ,.... . ~ ":.1 .~;.. .... ,,/,,' './~ ..... .. ./ . 0 J .., . 'W". ',. /.;") ::.., ,'_ . . I.G/} ._~v" ~ ; .): ' " ,,. t;,I: :: :0: i .... :()-= ~ ~. -I. . 0 ... ~ ot. <Ytt : <: = .,~ <}/.. ..L 0 l' .: G:J ~ '.,~. ..;.'; ,.... .....~\~...-:-J ~, ~ '/ ....... . \~ ..~. ", .{ ,'t -t "'. ,.:> ','_,.'. J.J ,'..~.. . ":r!~'H~',\\\" ( ORB 6529 pg 1. 882 EXHIBIT A Legal Description of Target Tract PARCEL "B" of TARGET COMMERCIAL CENTER, according to the Plat thereof, recorded in Plat Book 66, at Pages 48 and 49, of the PUblic Records of Palm Beach County, Florida. G,/-J /[:3 / - ~ ORB 6529 pg 1.883 EXHIBIT B Legal Description of Developer Tract PARCEL "A" and PARCEL "c" of TARGET COMMERCIAL CENTER, according to the Plat thereof, recorded in Plat Book 66, at Pages 48 and 49, of the Public Records of Palm Beach County, Florida. (?<-4,.6'1....,.... ~ ORB 6529 pg 1884 . EXHIBIT C SUBMISSION GUIDELINES 1. During the conceptual design phase, the constructing party shall submit to the other parties the following: A. Site Design Documents to Indicate the Following: o parking conf+gurations and car parking count o Typical bay width and stall dimensions o Drive widths o Setbacks o CUrb cuts o spot elevations or rough contours o Rough landscape scope o Lighting pole locations o Preliminary utility strategies B. Building Design Single Line Plans to Indicate the Followinq: o Exterior wall configuration o Doors and store front extent o Canopies and overhangs o Probable column locations at exterior and abutting our building on interior C. Exterior Elevation Drawings to Indicate the Following: o Opaque wall areas with doors and store fronts 2. After approval has been qranted of conceptual design phase submitted in accordance with the guidelines specified in 1 above, the constructing party shall submit final design phase plans to the other parties as follows: -1- ~.L.;.'~'~c ORB 6529 ptJ 1885 A. site r;>esign DoCWDents Delineating Information outlined in the Concept Phase with the FOllowing Added Detail: o Refined grading plans o Selected lighting fixtures and resultant lighting levels in foot ,candles o Landscaping showing generic planting materials and locations o Proposed paving section designs and location o utility layouts including hydrants and sizes proposed o Proposed details for curbs, site structures, manholes, etc. o Proposed site signage designs and locations B. Building Design Plans Delineating Information outlined in the Concept Phase with the FOllowing Added Detail: o Exterior wall thicknesses o structural columns or bearing walls at building exterior and proposed foundation design at adjoining wall between abutting buildings o Where common footings are to be shared provide wall or column load information for design of that footing o Proposed roof plan showing slopes and location of penthouses or other major mechanical equipment o References of key flashing details of roof to adjoining building C. Exterior Elevation Drawings Delineating Information Outlined in the concept Phase with the Following Added Detail: o Proposed building sign standards o Paint color chips and. samples of other materials such as brick or concrete aggregates (glass or aluminum finishes may be annotated on the elevations) -2- ._._~-~------_._.,._--_..-------- . . . . ORB 6529 P9 1.886 o p~oposed large scale details of key section conditions to show exterior design intent o Major penthouses or rooftop equipment profiles o Features such as special masonry patterns, bands or special .materials and textures o Rain leaders or scuppers o Wall sections at various exterior locations including at the demising wall to the adjoining building with key vertical dimensioning 3. If a building is to have a through-the-wall pedestrian access connection to an adjoining building, then the final design phase submission shall also include (to the owner of such adjoining building) the following: o Plans of the pedestrian mall circulation showing any variations in floor elevations o Elevations/sections of the proposed mall space showing store front sign bulkheads and key dimensions o Proposed ceiling design including special features such as variations in height or skylights o Floor material patterns o Landscaping and mall seating areas o Proposed interior sign guidelines o Paint color chips and samples of other materials such as brick or concrete aggregates (glass or aluminum finishes may be annotated on the plans or elevations) o Proposed large scale details of key section conditions to show interior design intent 4. The constructing party shall provide the other parties with a complete set of bid documents for the building and/or improvements to be located upon its Tract. -3- I. b::J..:.:. -, ,- ORB + . .oM ~~ :;aa~ ~:!. :p:: ~ \L ;l~; .at. /'\. ;. . ~_ i ~ E!! Z f.. '" ;~8 CIS ~i \ "co!. 0 ~-ci .51, 'iiE i~ Ii : $ a~CIS a.e IA -I-._-u CD"- ';)~'---"D 1\0 E. oJ :Ut;-=,& ~~\ \ \O-8.~l:- :s\ \ ti i i ! I. ~ ~ 1).1iC6 { ~ i- \~~ "lg: t~ i 1 \ \~..lIC= COll)~~e: NU"S - u-c". : - .!! a.~ !! CIS ~ CJ) : GaD"S c: t-t-D J:cnOClS t-- Q ;u8I1lX'l ; ! ;;; '-i ~ ~~ -t () , ~\ -~ ' ==--= ~... ---- + r:v' . \e\ ft \ I t~l ~~\ ~lJ\ .:od. \ \-~: ) . . ~l \:~\\ :) \ ..... ' .,.. ~ \ . it '5':2 ~~~ U i~ti .-II'~C "; ':.)- ~ \ \Hi \- ~zc.~~~~ \i\ \~til~ ' ~ .1l.. ~ 'i 55'O!1~g.! :) b5zQ ?~ 1.88 ,,,) tJI <(. 4.. t\. :so Q~~ ~ -:. .. .. :..:;:: : . .;..:p:' ~ .....,.~#. "& ~~.:::-' ......... ~'I.. s . :{:.::. .. ~.... .:~~~. '.~ ~ , ,~ .,r, ':~ - 4.. ~ oi "!.1' .~~ \ \Q ~~ ;~;.~'l ~i ~ o lS ~(..1 ; ~-l !. ~ ~~~\ ~~ ~ us ~:. -:..~~ .. ....-- ..- \ ~ ~ :it \ 1- C'4 '3 j ~ ~ .~ \ \ \ \ ~ \ ' I \ I , 3f\tGI'-V sSJlll~ =-------------- ----- _..~..~..:::==;:;--_.~ RECO' PA\..M BEA JOHl c\..ER\<.' ---- ~..:;-----..-- -- -----------------. - --------------- -,,---------.- . O~R .~ ~.- ORB 6529 P9 1'862 under ~ sidewalk canopy if such sign is at least eight (8) feet above the sidewalk: (iii) painted on the surface of any building: (iv) flashing, moving or audible signs: (v) signs employing exposed raceways, exposed neon tubes, exposed ballast boxes, or exposed transformers: or (vi) paper or cardboard signs, temporary signs (exclusive of contractor signs), stickers or decals: provided, however, the foregoing shall not prohibit the placement at the entrance of each Occupant's space a small sticker or decal, indicating hours of business, emergency telephone numbers, acceptance of credit cards, and other similar bits of information. No Occupant of less than sixty thousand (60,000) square feet of Floor Area shall have an exterior sign which identifies leased departments or concessionaires, or, unless used as a part of an Occupant's trade name, identifies specific brands or products for sale or services offered within a business establishment. (C) Notwithstanding anything above to the contrary, each Party shall be permitted to place within the Common Area located on its Tract directional signs or informational signs such as "Handicapped Parking", the temporary display of leasing information and the temporary erection of one sign identifying each contractor working on a construction job. (D) Any Occupant of the "Pad" areas designated on the Site Plan may have not more than three (3) identification signs placed on the exterior of the building it occupies. V-7 ORB 6529 pg 1863 5.4 Iflsurance. (A) Operator shall maintain or cause to be maintained in full force and effect Comprehensive General/Commercial General Liability Insurance covering the Common Area of the Shopping Center with a combined single limit of liability of not less than Five Million Dollars ($5,000,000.00) for bodily injury to or personal injury or death of any person and consequently damages arising therefrom, and for property damage, arising out of anyone occurrence: each Party shall be a "named insured" under such policy. It is the agreement of the Parties that the insurance maintained by Operator shall be primary insurance to the insurance maintained by the Parties pursuant to (B) below. Operator covenants to defend, protect, indemnify and hold harmless each Party and its respective directors, officers, agents, representatives and employees from and against all claims, including any action or proceeding brought thereon, and all costs, losses, expenses and liabilities (including attorneys' fees and cost of suit) asserted or incurred in connection with or arising as a result of the death of, or any injury, loss or damage whatsoever to any Person, or to the property of any Person, as shall occur due to the performance or failure to perform by Operator of its duties or obligations under this Agreement with respect to the maintenance and operation of the Common Area, except for claims caused by the sole negligence or by the willful act or omission of the indemnified Party or its directors, officers, contractors, licensees, concessionaires, agents, representatives or employees. If Target takes over the operation and maintenance of the Common Area on the Target Tract, and elects not to continue to participate in Operator's insurance program regarding the Common Area, then (a) Target shall maintain or cause to be maintained at least the insurance coverage required above, (b) Operator shall be released from its obligation to carry such insurance on the Target Tract, V-8 ORB 6529 pg 1864 and (c) Tar.get covenants to defend, indemnify and hold the other Parties harmless in identical fashion to that required of Operator above. (B) Except to the extent coverage is provided by the insurance required to be maintained under (A) above, each Party (as to its Tract only) shall maintain or cause to be maintained in full force and effect Comprehensive General/Commercial General Liability Insurance with a combined single limit of liability of not less than Five Million Dollars ($5,000,000.00) for bodily or personal injury or death, and for property damage, arising out of anyone occurrence; the other Parties shall be "additional insureds" under such policy. Each Party ("Indemnitor") covenants and agrees to defend, protect, indemnify and hold harmless each other Party ("Indemnitee") from and against all claims, including any action or proceedings brought thereon, and all costs, losses, expenses and liability (including reasonable attorney's fees and cost of suit) arising from or as a result of the injury to or death of any Person, or damage to the property of any Person which shall occur on the Tract owned by each Indemnitor, except for claims caused by the negligence or willful act or omission of such Indemnitees, its licensees, concessionaires, agents, servants, or employees, or the agents, servants, or employees of any licensee or concessionaire thereof. (C) Prior to commencing any construction activities within the Shopping Center, each Party and Operator shall obtain or require its contractor to obtain and thereafter maintain so long as such construction activity is occurring, at least the minimum insurance coverages set forth below: (i) Workers' Compensation - statutory limits (ii) Employers' Liability - $500,000 V-g ., ( ... . . ORB 6529 pg 1865 (iii) Comprehensive General/Commercial Liability and Business Auto Liability as follows: General (a) Bodily Injury - $1,000,000 per occurrence (b) Property Damaqe - $1,000,000 per occurrence (c) Ind~pendent Contractors Liability; coverage as set forth in (a) and (b) above; same (d) Products/Completed Operations Coverage shall be kept in effect for two (2) years completion of work; which after (e) "XCU" Hazard Endorsement, if applicable; (f) "Broad Form" Property Damage Endorsement; (q) "Personal Injury" Endorsements; (h) IIBlanket Contractual Llability" Endorsement. If the construction activity involves the use of another Party's Tract, then the owner of such Tract shall be an additional insured and such insurance shall provide that the same shall not be canceled without at least thirty (30) days prior written notice to the named insureds and each additional insured. If such insurance is canceled or expires then the constructing Party shall immediately stop all work on or use of the other Party's Tract until either the required insurance is reinstated or replacement insurance obtained. (D) Effective upon the improvements, the constructing carried, All-Risk Replacement commencement of construction of Party will carry or cause to be Cost Property Insurance, such V-10 ORB 6529 pg 1866 coverage e~ending to at least the perils identified in the then current standard "All-Risk" policy. Each Party (the "Releasing Party") hereby releases and waives for itself and on behalf of its insurer, any other Party (the "Released Party") from any liability for any loss or damage to all property of such Releasing Party located upon any portion of the Shopping Center, which loss or damage is of the type generally covered by the insurance required to be maintained under this clause, irrespective either of any negligence on the part of the Released Party which may have contributed to or caused such loss, or of the amount of such insurance required or actually carried. Each Party agrees to use its best efforts to obtain, if needed, appropriate endorsements to its policies of insurance with respect to the foregoing release; provided, however, that failure to obtain such endorsements shall not affect the release hereinabove given. Each Party ("Indemnitor") covenants and agrees to indemnify, defend and hold harmless each other Party ("Indemnitee") from and against all claims asserted by or through any Permittees of the Indemnitor's Tract for any loss or damage to the property of such Permittee located upon the respective Indemnitor's Tract, which loss or damage is of the type generally covered by the insurance required to be maintained under this clause, irrespective of any negligence on the part of the Indemnitee which may have contributed to or caused such loss. (E) All insurance required by 5.4 shall be procured from companies licensed in the state where the Shopping Center is located and shall be rated by Best's Insurance Reports not less than A/X; the limits of such policies shall be reviewed by the Approving Parties and adjusted at least every five (5) years. All insurance may be provided under (i) an individual policy covering this location, (ii) a blanket policy or policies which includes other liabilities, properties and locations of such Party; provided, however, that if such blanket policy or policies contain V-11 ORB 6529 P9 186 , . a general policy aggregate of less than $20,000,000, then such insuring Party shall also maintain excess liability coverage necessary to establish a total liability insurance limit of $20,000,000, (iii) a plan of self-insurance, provided that any Party so self-insuring notifies the other Parties of its intent to self-insure and agrees that upon request it shall deliver to such other Parties each calendar year a copy of its annual report that is audited by an independent certified public accountant which discloses that such Party has $100,000,000 or more of net current assets, or (iv) a combination of any of the foregoing insurance programs. To the extent any deductible is permitted or allowed as a part of any insurance policy carried by a Party in compliance with 5.4, such Party shall be deemed to be covering the amount thereof under an informal plan of self-insurance: provided, however, that in no event shall any deductible exceed $50,000.00 unless such Party complies with the requirements regarding self-insurance pursuant to (iii) above. Each Party and Operator agrees to furnish to any Party requesting the same, a certificate(s) of insurance evidencing that the insurance required to be carried by such Person is in full force and effect. The insurance required pursuant to (A) and (B) above shall include the following provisions: (i) shall provide that the policy may not be canceled or materially reduced in amount or coverage without at least thirty (30) days prior written notice by the insurer to each insured and to each additional insured: (ii) shall provide for severability of interests: (iii) shall provide that an act or omission of one of the insureds or additional insureds which would void or otherwise reduce coverage, shall not reduce or void the coverage as to the other named insureds: and V-12 ORB 6529 pg 1_869 prevent a Party permitting or causing such lien trom contesting the validity thereot in any manner such Party chooses so long as such contest is pursued with reasonable diligence. In the event such contest is determined adversely (allowing tor appeal to the highest appellate court),' such Party shall promptly pay in full the required amount, together with any interest, penalties, costs, or other charges necessary to release such lien. End of Article V-14 ORB 6529 P<<3 1870 ARTICLE VI MISCELLANEOUS 6.1 Default. (A) The occurrence of anyone or more of the fOllowing events shall constitute a material default and breach of this OEA by the non-performing Party (the "Defaulting Party"): (i) The failure to make any payment required to be made hereunder within ten (10) days of the due date, or (ii) The failure to observe or perform any of the covenants, conditions or obligations of this OEA, other than as described in (i) above, within thirty (30) days after the issuance of a notice by another Party (the Non-Defaulting Party") specifying the nature of the default claimed. (B) With respect to any default under Section (A)-(ii) above, any Non-Defaulting Party shall have the right, but not the obligation, to cure such default by the payment of money or the performance of some other action for the account of and at the expense of the Defaulting Party~ provided, however, that in the event the default shall constitute an emergency condition, the Non- Defaulting Party, acting in good faith, shall have the right to cure such default upon such advance notice as is reasonably possible under the circumstances or, if necessary, without advance notice, so long as notice is given as soon as possible thereafter. To effectuate any such cure, the Non-Defaulting Party shall have the right to enter upon the Tract of the Defaulting Party (but not into any building) to perform any necessary work or furnish any necessary materials or services to cure the default of the Defaulting Party. Each Party shall be responsible for the default of its Occupants. In the event any Non-Defaulting Party shall cure a default, the Defaulting Party shall reimburse the Non-Defaulting VI-1 ORB 6529 P9 1_871 Party for a~l costs and expenses incurred in connection with such curative action, plus interest as provided herein, within ten (10) days of receipt of demand, together with reasonable documentation supporting the expenditures made. (C) Costs and expenses accruing and/or assessed pursuant to Section 6.1-(B) above shall constitute a lien against the Defaulting Party's Tract. The lien shall attach and take effect only upon recordation of a claim of lien in the office of the Recorder of the County of the State in which the Shopping Center is located, by the Party making the claim. The claim of lien shall include the following: (i) The name of the lien claimant; (ii) A statement concerning the basis for the claim of lien and identifying the lien claimant as a curing Party; (iii) An identification of the owner or reputed owner of the Tract or interest therein against which the lien is claimed; (iv) lien is claimed; A description of the Tract against which the (v) A description of the work performed which has given rise to the claim of lien and a statement itemizing the amount thereof: and (vi) A statement that the lien is claimed pursuant to the provisions of this OEA, ~eciting the date, book and page of recordation hereof. The notice shall be duly verified, acknowledged and contain a certificate that a copy thereof has been served upon the Party against whom the lien is claimed, by personal service or by mailing pursuant to Section 6.4 below. The lien so claimed shall attach from the date of recordation solely in the VI-2 ORB 6529 P9 1872 amount clai~ed thereby and may be enforced in any manner allowed by law, including without limitation, suit in the nature of a suit to foreclose a mortgage or mechanic's lien under the applicable provisions of the law of the state in which the Shopping Center is located. (D) No waiver by any Party of any default under this OEA shall be effective or binding on such Party unless made in writing by such Party and.no such waiver shall be implied from any omission by a Party to take action in respect to such default. No express written waiver of any default shall affect any other default or cover any other period of time other than any default and/or period of time specified in such express waiver. One or more written waivers or any default under any provision of this OEA shall not be deemed to be a waiver of any subsequent default in the performance or the same provision or any other term or provision contained in this OEA. (E) Each Non-Defaulting Party shall have the right to prosecute any proceedings at law or in equity against any Defaulting Party hereto, or any other Person, violating or attempting to violate or defaulting upon any of the provisions contained in this OEA, and to recover damages for any such violation or default. Such proceeding shall include the right to restrain by injunction any violation or threatened violation by another of any of the terms, covenants, or conditions of this OEA, or to obtain a decree to compel performance of any such terms, covenants, or conditions, it being agreed that the remedy at law for a breach of any such term, covenant, or condition (except those, if any, requiring the payment of a liquidated sum) is not adequate. All of the remedies permitted or available to a Party under this OEA or at law or in equity shall be cumulative and not alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy. VI-3 S'vSJ .Le+- " fJJie City of 13oynton 13eacti ,/.O~. ~~.. V 100 'E. 'Boynton 'Beadr. '1JoukrJarti P.O. 'Bo'(310 'Boynton 'Bead;', 7"foritfa 33425-0310 City 1iafl: (407) 375-(;(){)() 7"JU: (407) 375-6090 October 9, 1995 Lisa A. Tropepe, P.E. Shalloway, Foy, Raymon and Newell, Inc 1201 Belvedere Road West Palm Beach, Florida 33405 Re: Carrabba's Italian Grill at the Target Shopping Center Property Location: Southwest corner of N.W. 22nd Avenue (Gateway Boulevard and Congress Avenue File No. NWSP 95-008 Dear Ms. Tropepe .. The attached package will be presented to the Planning and Development Board on October 10, 1995 and to the City Commission October 17, 1995. The applicant must understand that the permit plans shall be amended to comply with the final determination of the request and that additional comments may be generated by staff following their review for technical compliance of permit documents that are required to be submitted for development of the project. For the applicant's convenience, attached is a list of documents required for permit submittal. An approval of the site plan by the City Commission shall be valid for one (1) year, unless a building permit from the Building Department is secured. If the applicant fails to secure a building permit in that time, all previous approvals shall become null and void. Very tn}lj ~~u7 ' ~~' ~/~r..cl/ <.": ~ ,1 hael E. Haag Panning and Zoning Administrator MEH:dim attachments xc: Central File a:P&Dpk;ltr.Car .5ilmerials (jateway to the (juifstream IrOO-~D- -- rn @ ~ ~ -'0 w lft r I E-.--'-=-".~.,,-,.! , \ i \ , ~u OCT I 7 Ie,',; , I ' , I ~ PlANt,n1,lG M~D l"~J L ZOlJJ~ A F'r...~7'N;;;r.lSHlP INC~l,)Q'N:;..s ~RO"'ese.iONAL. ACCOCIA110N~ LAW <:;FFJOES SOOs.&: CASEY CIKUN LUBITZ MARTENS McBANE & O'CONN!:':LL ..JOSE~~'.I'" ACKER'M.l.\N ..J~ eRUCE 0. "LeXANOER. P..... JER.L.O ~. DZ::I:". 1*.1"'_ W'I.~lAM' ~. SOrO$I:, 111~ 'P.A. JOHN 0, BOYKIN P.". p",m,eK .I, C.Il.St'l!, P,A, P"',I'l1<:"A M, CHFl,~""'SE:H "'~N .J. elKLIN, "'.1'\, 8~iAN S. .JO~oJ.. 'YN, F' .&\, ORE<:;OM' S, KINO .q:........RL..Iii:.G; "'. '-.....f'T"Z. P..... fw':,C::""..I:..L TIf'. .oc.~ ~~"'.. l:DW!N C, LuNSfORO l'lICH...Ae 1.., MAR'l'E:.Ntl, P."', LOUIS R. Mc::eA.IE, Po"'. "TlMO'THY 1'>. MCCAFlT>i"l'. Po..., ~~I~M M. '$1~O~I'olEl...L. \11'....., 1:"'1.f1L 0, O.C=:CNt.JELL. J".. P.A .J. KOI=l'Y 1;'A.Rf.I!.~WR=.T CH1\i='L.=:S i.. I=IC'KET'r". ...iFC'. irM~l'HV"; ROOKe .JO'..N ~. ""CUNC. ,.."... V""'l"'l'E: la, :u..I'oJQRIL.:"'O =e,,~ L. '=R""". "'.A. r.~ONAL.O E: t;c:.rE.$'.CENZO MA.~C S. 0(J131N .JASON S '.....$e:I,.KOFlN VV. -.JAY HL''''e'T'ON, ....~.. ......... ~ear.=li.A. "" .11:"~f(". ~.A. October 17, 1995 VIA FAX 375-6090 Dan DeCarlo, Assistant Planner City of Boynton Beach Planning & Zoning Department P, 0, Box 3 1 0 6Qymon Beach, F10rida 33435~031 0 Re: Carraba's lralian Grill at the Target Shopping Center Deaf Dan: "'HIL.L..P'" :>. OlCOH.w.:!.I...-.~ ~R {~Qci.~Q:"7; Q> COUNSEL Jl'Ll5; ANN ALLI$ON -PHil L. REMSEN OOORTk!:RIOGE 'l'OWi5:1il 1 . 19'T"'l 'LOQR S,5 NOR"T'<j "LACLEil DR'''!: Wi:.*T PAL.M e.~b.eH. r:"'O~l::>A ;.$~i TELEPr'ONE (4QTi 113~~'!;lOO 'T"''-~''''''''''O::R (~(r.i V~:O.4:20S;; MAI'L~ NO ^O'O~t~.s PO. so:..., 4b'"2~ WEe'" ~","-4 a ii:AC"'1 , F~ 33402...cl.eZC \Vhile looking through my ftle, I came across the: att~ch~ letter oflune 9, 1995 from Carri~ Parker, City Manager, J believe it outlines the City approved process for approval of the Cilrt'aba's site plan, If you have any questions, please give me a ca1\, AJC/ag 026-3341 Attachment cc; Amc;ric,an Dev~lopment (407J2'79-0711) ZO/TO "d 9S:~T S6. n lJO NI1~I) ^3S~J '3S00a .f, .. .. JUN- 9-95 FRX 17:B2 be P_B4 ~i='~ Kimley-foforn and Associates, llio. TABLE 1 APPROVED LAND USE AND TRIP GENERATION TARGET CENTER OUTPARCEL Daily Trips Peak Hour I.and u~ Intcm.:ity Tota) Pass-By Net New AM PM Retail Target 142,500 SF Caralina ISt?@SE Total 294,260 SF 13,874 5,339 8,535 189 803 Offi~e Adjacent to HolI- day Inn 75.000 SF 1,129 0 1,129 1'3 150 Hotel Holiday Inn 166 Rooms 1,444 0 1,444 100 124 Total 16,447 5,339 11.108 442 1,077 Trip Generation Daily: Office Hotel Rerail Ln(T)==,625 Ln(X)+S.985; P.B. % = 45,l-.022.5(X) Ln(T} = .756 Ln(X) + 3.765 T "" 8.7(X) AM Peak Hour: Retail Ln(T) = .589 Ln(X) +2.378 Office Ln(T) - .777 Ln(X) + 1.674 Hotel T.... 785(X) . 30.549 Retail Ln(T)::: .637 Ln(X} + 3.553 Office Ln(T) == .737 Ln(X) + 1. 831 Hotel Ln(T) = .957 LnO€) -,070 PM Peak Hour: ..J'UN- ,9-95 F'RJ: 17'~Q3 be> , .' ." .'", Ci='~ P_Q5 Ktmlay.Horn and A$$ooiestes, lnc TABLE :2 PROPOSED LAND USE AND TRIP GENERA nON TARGET CE!'lTER OUTPARCEL Daily Trips Peak Hour Land Use Intensity Total Pass-By Net New AM PM Ret3i1 Target 142,951,5 SF Catalina 151.760 SF Total 294,711.5 SF 13,8B8 5,343 8,545 189 804 Office Target 3.200 SF Adjacent to Holi- day Inn 70.885 S~ Total 74,085 SF 1.118 0 1,118 151 149 Hotel Holiday Inn 166 Rooms 1.444 0 1,444 100 124 Total 16,450 5,343 11.1 07 440 1.077 Irln Generatil;m Daily; Office Hotel Retail Ln(1')"".625 Ln(X>+S.985; P.B. % ... 45.1-.0nS(X) Ln(1) .... .756 Ln(X) + 3.765 T - 8.7(X) AM Peak Hour: Retail Ln(T);;; .589 Ln(X) +2.318 Office Ln(T) = .777 Ln(X) + 1.614 Hotel T;;;: .785(X) - 30.549 PM Peak Hour: Retail Ln(T)"" .637 Ln(X) + 3.553 Office LnCY)'" .737ln(X) + 1.831 Hotd Ln(T) - .957 Ln(X} -.070 iJJie City of 13oynton 13eac/i " ::0., J, ~:,.... .~ I.'/. -I, ... 'p~ ( . . ,,' I ;.....l{ 100 'E. 'Boynton 'Bem:ft. 'Boukvanf P.O. 'Bo~310 'Boynton 'Beadi, 1foritfa 33425-0310 City!Jfafl: (407) 375-6()()() :Jj{X: (407) 375-6090 July 3, 1995 Mr. Dan Weisberg, Senior Engineer Palm Beach County Traffic Division Department of Engineering and Public Works P.o. Box 21229 Re: Traffic Studies: Target Center Outparcel Carababba's Italian Grill, Inc. S.W. Corner of N.W. 22nd Ave. and Congress Ave. File ~ NWSP 95-008 Dear Mr. Weisberg: The enclosed traffic impact studies, dated June 1995, prepared by Kimley-Horn and Associates, Inc. were received by the Planning and Zoning Department June 12, 1995 for the above-referenced outparcel. Please review for conformance with the County's traffic performance standard ordinance. You may recall my conversation with you about a month ago regarding how to overcome the traffic problem on Gateway Boulevard as it impacts the completion of the Target Shopping Center, specifically build out of this remaining outparcel. You will note that the study utilizes unused trips that were associated with a phased previous approval of 75,000 square feet of office under the name of Catalina Club, Phase III, that was reflected on the City's previous approval list submitted to you, as required. I believe this approach resolves this particular issue. If you have questions regarding this matter, please call me at (407) 375-6260, otherwise please send me your written comments/approval to the above address, with a copy of your written response to Bill Hukill, Director of Development Department, also at the same address. 7~'9il;;dhJ Tambri J. Heyden I. Planning and Zoning Director cc: Bill Hukill w/ attachment Central File J'tmema's gateway to tfie gulfstream .:rUN- 9-95 FR:I 17':ca1 Ie"", P.ca1 LAW OFl"ICES BOOSE CASEY CIKt..IH LUBITZ MARTENS McBANE & O'COHHEI..L. ,",O:SE.PJ-; L. N:Kl:A~, JI't. Q~I"lO;:L 0, ...~'="^HD~R. '",.... .J5:RALD 8, BLEIt. ......, WII.I,.:I,M R. 8OOS~. II!, P."'. .JO~iN 0, BoYKIN P."', ..",.RICK .I, GASo~y. F".A. PATRICI.A. "l. CHRI&TlANSe;W A.L..Ah' u, Ctt<L..IN. ....A. MIOH,t,EL. w. .e:o"...~ !'lOll!:...... ...., CRANE. ,...... ""'N"I..D ~, eRI:SCE;NIO w.~ S. 0081101 JASON 5, ~5ELKOAN VIA FAX 375--6090 A. PA,~N!:R:iHIP INCLUClINO PAOFI:&SIOU...~ MeOCIA"'O". DEBAA A. .J~HI\S. ".10.. IIR:AN IS, .JO.!jI..YN. ".1>., ORr:OO".,. a. KII'tO CHARas..., 1.....11nz. ...,.... EOWI... C. L.UNGFO~O AlCHAIlD ~, MARTENS, P.A. 1.0UtS A, 1'IC8^N~. P,I>.. TIMOTHY P. MCCAI'lTIoff, P,A, Isltl~ "". O'IWONNC::L.Ll P.A. PHtL o. O'C.OWN€LL.. .JR'1 P....,_ oJ. KOR'!' "JllrlKHllFiST' CHARl"ES L. PICKE'TT, ..R. .JOHN Fl, YOYNQ. PA, LONHI~ II, ZAl>oI01ll1~LO PHILI.I.. D, O'coMltEI.J.. SR. (1~Nec7) OF COUNSEl. .JOHIl L, R~MSOl NOA'TI-e~ICQE TOW!:~ 1 . 1ln'H f'Loo.o:l , 515 NORTH F'L.AOl,.EI'l DAI\ft WE9T I"ALIo4 IiE.*oCH. rt...O~IDA 3)0401 "I'1;:LtF>HONt (401) 832.5SOO ~l.tI:="'ER {407') O:!3-4~l>> MAII..INg -"DDFlE&e P.O. CAAWr.Fl ~4$2t W~T PALM Il~H, ,.1. ~464e June 9, 1995 Tambri Heyden, Planning & Zoning Director City of Boynton Beach P. O. Box 310 Boynton Beach, Florida 3343S~031 0 00 rn rnowrn rn JUN 1 ') i:.J,Q5 L .'<..IV~ At PLANNING AND ZONING DEPT. - Re: Target OutparceVCarrabais !kat Tambri: Please find enclosed a copy of the traffic equivalency report prepared by Joe Pollock of Kimley-Horn, It, in effect, roduce$ the allowable square footllge of the 75,000 square feet of office, so that the restaurant outpflfod may have up to 6500 square feet. We are in the process of preparing a site plan for submittal, and if you have any comments or questions regarding the equivalency report. please let me know as soon as possible, A)C/ag 026.3341 Attachment ." -,,,/ ccs: Carrie Parker, City Manager American Development (4011279-0711) .,""t. ... JUN- 9-95 FRX 17:01 be P_02 ... ~llIr~ Kjmley-Horn and AS8ooiates, Inc, t ng!r.eerlllQ P/ti'lf):1C ~nd Envwnmenlal ConSv//aTlts . 44S1 Ernllarcadeo O'!ve ~ll PcJm 6e~~, Flqrilla ~401 . June 6, J 995 Mr. Thomas. T. McMunain Vice President American Development 1100 Limon Boulevard Suite C9 Oelray Beach, Florida 33444 Re: Target Center Oulparcel C0l18relO8 Avenue Boynton Beach, Florida 040075.00 Dear Mr. McMurrain: As discussed with you and the staff of the City of Boynton Beach. we have undertaken a traffic. equivalency dctennination for the above reference. The determination is necessary to allocate additional square footage to the Qutparcel adjacent to Target for a 6.500 squue foot restaurant. This letter documents our deteOlllnation. TIle Target Center has an approval for 142,500 square feet of retail. A total of 136,451.5 square feet of retail and 3.200 square feet of office nlezzanine in th,e Target Store have been built to date in the Target Center. ThUE. there aro 2.848.5 $quare feet of retail which are approved and vested but unbuitt. TIle restaurant proposed on the Target Center outparceJ is 6.SOO lquare feet which is larger than the Ul1bullt square fOOtage. To bultd a 6.~OO square root restaurant requires additional trips and square foorage which the owners propose to transfer from the unbuilt office parcel adjacent to the Holiday Inn. The unbuilt office parcel is part of 3. shopping center which has an approval in place for 151,760 square feet of retail, 166 room hotel (including 18 suites) and 75,000 square fcot of offICe, All of the approved uses arc built except the 75,000 :square feet of office. To gain approval of lhe proposed restaurant, the 75,000 square feet of offlce would need to be reduced. . TEL 40i ~s 0Ell5 FAX 401 863 8175 ~ .~ ~UN- 9-95 FRX 17~a2 b~ \ p_a:z ~i=n Kimley.Horn and Associates. Inc MI. 1'ho'1lI' T. lw4oMW1"'., J.ft. t.. .11')5,"'" ~ The magnitude of the. office reduction is a function of the trip generation of the Cwo centers combiJlcd togethor. As long as the trip generation of tIle proposed USes and square footages docs not exceed the [rip generation of the approved uses and square footages. the proposed restaurant is not sl!bject to review under the traffic perfurmance standards. Considered in this evaluation is the fact that a 3,200 square foot mezzanine inside the existing Target store is office use even though the square footage was approved as retail. Treating the 3,200 square foot mezzanine as office and reducing the 75.000 square feet of office to 10.885 square feet allows 3,651.5 square feet to be added to the restaurant outparcel. The restaurant ourparcc:l would then have a total of 6,500 square feeL The approved land uses and Intensities for [he two centers combined are tabulated in Table 1. TIle proposed land uses and the resulting intensitks for (he two centers rogether are tabulated in Table 2. Tabl~s 1 and 2 also present the trip generation potential of the approved a.nd proposed land use plans As e<an be seen in cornparing the two tables, the trip generation of the approved and proposed plans are equal. This is true for net new daily, AM peak hour and PM peak hour. Thus, tile proposed restaurant dOe$ not increase: t.ie trip generation of tile two sites together and can be approved. If you or the City have any questions, please call. Very truly yours, JBP;jsl Attachment3 Copy to: Mr. Alan Ciklin 04007500.06069S1/T! JUN- 9-95 FRX 15~5~ b~ P_1a2 LAW orFteE.8 BOOSE C....SEY CIKLlN LUBITZ MARTENS McBANE & O'CONNELL .& PAAT~~~f;30 INCLUc.lNC J=lI=OI="E.~s;.lg.......~ "e8OC:^,OOHe ...OSE;PH L, ...cK~I'lMAN. cJR, .R~e~ (.I, ALOUo./III)Ii:~, 1".,0\. ...I;:~~~ S. BEE"!. F.It.. WIj,."I."",M fit. .000e.I!:.. IU. "".A. .I0rl'" 1:). flO\'1(11I ........ PATf'C..:.... e~E:"', p..... PATRICIA M. CHA S"'''NSEH "'!.Ail J. ()1~LtH. P,". ""<;.,,,\".:1., W. I::ONNOm; AOEiE:~ \., (l~':, ...,..., AONA\.b t;, CRESCE:NlO MA~ S, OCDIN JASON SO, H...SItL.t(O~ CEaRA ... Jl:NKI!;, P,.... e~..... B. ,JOSLYN, P,A, QfCf:OORY 3. KIl<O Pt-IlLLl1O O. O'CONNnL, SR. (1{lO7.1987l C~A'LE.& A. l-U ISITZ, ~ ..A. IrcW.., C:!. L.UNIiilF"QAO Of' COI.iN!iit.L "'OHN L. REI"\!U::H J'iliCfIAFlO L. MA.ffTE:>l!;l, 10..... LOUI$ A. MCeA.NE. Fl."'. 'I1iolCTHY p, MCCotJ'lTHV. P,"'. BAlAN M, O'CONNEI.L., 5',.... "HII. O. Q'=NNI::1.,I., JR., ,...... oJ. KORY ~4R.a.tu_'" CH.l.AL!S L, PlCK~, J~. .JOHN R. YOUNQ, P."', I-O"lNIii: D. IAlo/a~Il.LO NOFiTHBRIDOIi: TOWER I ' 18T~ I"I.OOI't 515 NORTl-l F'LAOLt~ DRill! WLST PALM 8u.e~, ~O~OA ~01 Tt.1.!.I"I-ION~ (401) l5aZ-I39QQ T;;"o;OO"IC;~ (.0401) 833-<i2ot ""...IUNO "DDRESI P.o. OFV.WER 02.t6~ WfO.$T ......I-M e~CH. "'I. :mo:z4e2f June 9) 1995 XIA FAX 375-6090 Carrie Parkerl City Manager Chy of Boynton Beach 1 fO E, Boynton Beach Boulevard Boynton Beach, Florida 33435 Re: Target/Outparce1 Dear Carrie: I Just wanted to take a moment to thank you again for helping to resolve the Target outparcel issue. Joe Pollock of Kimley-Hom has prepared a traffic equivalency study; the final draft of which should be available within the next day or so. I will. upon receipt. immediately forward it to Tambri for her review and distribution to any other necessary reviewer. The equivalency report reduces the square footage of the 75,000 square foot approved office. and transfers it to the already vested square footage of the outparcel to anow up to 6500 square feet for Carraba's, As we discussed. once there is adequate capacity on N. W. 22nd. the owners of the unbuitt office will be able to apply to the City to rec.apture the square footage transferred to the outparcel. If that is not your understanding. please let me know. Tom McMurrain had a conversation with Tambri and she indicated that following the City's processl a site plan can be approved no sooner than September of 1995. Does the City have the ability to allow for simultaneous building plan review during that period? The applicant will agree that there is no risk to the City in revieVving the building plans during that time period, end that there is no obligation on the City to approve the site plan as submitted, because building plans have already been submitted. In other words, the applicant will assume all the risks, Based on the length of the review time for site plan approval, it will save us several weeks ofbuifding plan review. lfthis is possible. please let me know; and if there is anything you want from the applicant in writing to hold the City harmless, I will be happy to obtain that, JUN- 9-95 FRX 15~57 bo p_.a~ Carrie Parker, City Manager June 8, 199~ Page 2 Again. I appreciate all your assistance, and I am pleased the result will allow Carraba's to move ahead. / L Neltlg 026-3341 cc: American Development Tambri Heyden %e City of '.Boynton '.Beacli 100 'E. 1Joynton 1Juuli 1Jouk'lJara P.O. 1Jo~310 1Joynton 1Juuli, 1'foritfa 33425-0310 City 1fa[[: (407) 375-6000 1';<<: (407) 375-6090 I~ N0'- ., O '-"'''-~ -. . I j : ^' . June 9, 1995 VIA: Facsimile Mr. Alan Ciklin Boose Casey Ciklin Lubitz Martens McBane & O'Connell 515 No. Flagler Drive 17th Floor West Palm Beach, FL 33401 Dear Mr. Ciklin: I was pleased we were able to arrive at a satisfactory solution for American Development, as we are excited about a new restaurant in Boynton Beach of the quality and reputation of the Outback. I apologize for having the process take so long and I hope if something comes up in the future, we can speed things up towards a quicker resolution. We anticipate no problems with the site plan/construction process and hope to fast track that as much as possible. To summarize the conclusions reached at the meeting on June 1, 1995, that upon review of the actual square footage, due to the expansion of Barnes and Noble by 1,000 square feet, the construction of the Target Mezzanine of 3,161 square feet and the out parcel originally only being approved for 5,740 or 360 feet short of 6,000 square feet, therefore, the square footage remaining which was allocated to the out parcel was insufficient for the restaurant. To resolve the problem, American Development's traffic engineer will perform an overall review of the total trips allocated to the center including an undeveloped but approved office site adjacent to Holiday Inn Catalina to determine that the trips used by the restaurant will not exceed the previously approved total. That study will be presented along with a site plan for the restaurant for concurrent review and approval. Again, we are looking forward to the grand opening of this new facility in Boynton Beach. Sincerely, CITY OF BOYNTON BEACH A, "L-- (~?-' JVV {V// Carrie Parker City Manager CP:jb c: Tambri Heyden, Director of Planning Bill Hukill, Director of Dept. of Dev. Tom McMurrain, American Development Bob Walsh, American Development S:\CMlCARRI8ACKlIN.L TR .9lmema's gateway to th.e gulfstream Board of County Commissioners Ken L. Foster, Chairman Burt Aaronson, Vice Chairman Karen T. Marcus Carol A, Roberts Warren H. Newell Mary McCarty Maude Ford Lee County Administrator Robert Weisman Department of Engineering and Public Works rn rn@~~w~i~l ,11" JUL 2 I 199~ 1 ! !J I t , , , j ~..",/ i PM~,~'~~gllt~~_._2_?1 July 17, 1995 Ms. Tambri Heyden, Director Boynton Beach Planning and Zoning 100 E. Boynton Beach Boulevard P.O. Box 310 Boynton Beach, FL 33425-0310 t.. RE: TARGET CENTER OUTPARCEL - CARABABBA'S ITALIAN GRILL Dear Ms. Heyden: The Palm Beach County Traffic Division has reviewed the traffic generation statement for the proposed Target Center Outparcel. The project will add 6,500 square feet of sit-down restaurant. There are two concepts used in the analysis in order to establish the trips needed for the restaurant. 1. The 3,200 square feet of office within Target uses a trip generation rate for general office rather than being considered part of the retail space. This is not an acceptable approach. All retail has an office component, which should be considered part of the retail space. 2. The approved but unbuilt office component for the Catalina Club will be reduced to free-up some of the trips. It is my understanding they both projects have the same owner. This reduction is acceptable. The office component of the Catalina Club needs to be reduced accordingly. The trip calculation for the proposed uses are shown below. You will note that the office is reduced from 75,000 square feet to 68,230 square feet. Land Use Intensity Daily Trios Total Pass-by Net Target & Restaurant Catalina Tota 1 Office Hote 1 '146,151.5 sq. ft. 151.760 sq. ft. 297,911.5 sq. ft. 68,230 sq. ft. 166 rooms 13,982 1,051 1.444 16,477 5,369 8,613 1,051 1.444 11 , 108 Total "An Equal Opportunity - Affirmative Action Employer" @ printed on recycled paper Box 21229 West Palm Beach, Florida 33416-1229 (407) 684.4000 July 17, 1995 Ms. Tambri Heyden, Director TARGET CENTER OUTPARCEL - CARABABBA'$ ITALIAN GRILL page two If you have any questions regarding this determination, please contact me at 684- 4030. Sincerely, OFFICE OF THE COUNTY ENGINEER ~ft~ Dan Weisberg, P.E. Senio~ Registered Civil Enginee~ cc. Bill Hukill, Director Boynton Beach Department of Department Joe Pollock, Kimley-Horn File: TPS - Mun. - Traffic Study Review g:\user\dweisber\wp50\tps\boyn45 PLANNING AND ZONING DEPARTMENT MEMORANDUM NO. 95-591 Agenda Memorandum for October 17, 1995 city Commission Meeting 'l'O: Carrie Parker city Manager FROM: ~'J Tambri J. Heyden I j}>f planning and zoning Director DATE: october 12, 1995 SUBJECT: Carrabba's Italian Grill - NWSP 95-0058 at the Target Shopping Center Please place the above-referenced request on the october 17, 1995 City Commission agenda under Development Plans. DESCRIPTION: This is a request from Lisa A. Tropepe, P. E. , Shalloway, Foy, Rayman & Newell, Inc., agent for American Development corporation for site plan approval to construct a 6,238 square foot, L22 seat, one-story restaurant on a 1.617 acre outparcel at the northwest corner of the Target Shopping Center. The Target Shopping Center is located at the southwest corner of N.W. 22nd Avenue and Congress Avenue. RECOMMENDATION: The Planning and Development Board, with a 7-0 vote, recommended approval subject to all staff comments (Public Works Department Memorandum No. 95-171, utilities Department Memorandum No. 95-297, Engineering Division Memorandum No. 95-364, Building Division Memorandum No. 95-245 and 95-360, and Planning and Zoning Department Memorandum No. 95-524). TJH:dim Attachment a:CCAQ:odmem.Car ~ j~ d ~/; / I PLANNING AND ZONING DEPARTMENT MEMORANDUM NO. 95-617 FROM: Al Newbold Deputy Building Official Michael E. Haa~. ~:,/~ Current Planning rdinator Tambri J. Heyden ~~ Planning and Zoning D1rector TO: THRU: DATE: October 24, 1995 SUBJECT: Transmittal of Development Orders CARRABBA'S ITALIAN GRILL (TARGET CENTER) Accompanying this memorandum you will find documents regarding development plans that have received final determination. 1. Project Name: Carrabba's Italian Grill Type of Application: Planning and Zoning Department File No.: Comments: New Site Plan control Plans: NWSP 95-008 5 sheets, not previously distributed 8 sheets MEH:TJH:arw Attachments Tr..tCarrabas. a:'l"rsIICara.b8S 'I1ie 'City of 'Boynton 'Beacfi / , I} '))~ ...~ l: \ \ 100 'E. 'Boynton 'Beadi 'Boulevartl P.O. 'BOi(310 'Boynton 'Bead"t., 1"Corida 33425-0310 City 9fafl: (407) 375-6000 1"fJlX: (407) 375-6fJ90 July 3, 1995 Lisa A. Tropepe, P.E. Shalloway, Foy, Rayman & Newell, Inc. 1201 Belvedere Rd. West Palm Beach, FL 33405 RE: Carrabba's Italian Grill File No. NWSP 95-008 New Site Plan Acceptance - Site Plan Review Application & Submittal Documents Dear Ms. Tropepe: On June 28, your submittal for Site Plan Review of the above- referenced proj ect was reviewed for completeness. It has been determined that the submittal is substantially complete and accepted for further processing. A Planning and Zoning Department staff member will be responsible for the review and coordination of your site plan through the remainder of the Site Plan Review process. The next step in the review process is for the Technical Review Committee to review the submittal for compliance with the review standards identified in Part III, Land Development Regulations, Chapter 4, Site Plan Review, section 8 and all applicable sections of the Boynton Beach Code of Ordinances. The results of the review will be available to you on July 28, 1995. If I can be of further ass istance, please do not hesitate to contact me at (407) 375-6260. Very truly yours, .A ,- I ,=- --""7~: iJ-"~./" I , f~1' Tambri "">J. Heyden Planning and Zoning Director TJH: jms cc: Jamie Butler, Site Development Manager Outback steakhouse 550 N. Reo St., Ste. 200 Tampa, FL 33609 a:18tAcptLtr,car 5ttnnU-a's (jateway to tfu (julfstream PLANNING AND ZONING DEPARTMENT MEMORANDUM NO. 95-502 FROM: Robert Ikors, Public Works Director Al Newbold, Deputy Building Official Bill cavanaugh, Fire Prevention officer Clyde "Skip" Milor, Utility Dept. Chief Field Insp. Sgt. Marlon Harris, Police Department John Wildner, Parks Superintendent Kevin Hallahan, Forester/Environmentalist Willlam Hu~~~~cto;~epartment of Development Tambri J. Hey n, Pl~ning & Zonlng Director September 14, 5 TO: DATE: SUBJECT: Site Plan Review - 2nd Review Project: Carrabba's Italian Grill Location: Northwest corner of Target Shopping Center (Southwest corner of Northwest 22 Avenue and congress Avenue) Agent: Lisa A. Tropepe File No.: NWSP 95-008 Attached is the amended site plan submittal for the above referenced project for your final review and recommendation. We would ask that you review this amended site plan submittal to determine if the plans have been adjusted to satisfy comments prevlously made by your department. If your comments have been satisfied or if your comments can be met at time of building permit, please advise the Planning and Zoning Department in writing. If your comments have not been met, please advise the planning and Zoning Department in writing. Finally, we would ask that you include in your memorandum a recommendation as to whether the project should be forwarded to the planning and Development Board/Community Redevelopment Advisory for consideration. Please return your memorandum and the amended plans to the planning and zoning Department by 5:00 P.M. on September 22, 1995. If you should have any questions regarding this plan, please feel free to call Michael E. Haag at Extension 6260, who is coordinating the review of this project. cc: Carrie Parker, City Manager (Plans) (Memo Only) Floyd Jordan Charlie Frederick Tom Dettman John Guidry &:2ndRevMm.Csr TO: FROM: DATE: SUBJECT: .. PLANNING AND ZONING DEPARTMENT MEMORANDUM NO. 95-375 Tambri J. Heyden Planning and Zoning Director Michael E. Ha~~ J,T Site and Zoning f~elopment Administrator July 28, 1995 Site Plan Project: Location: Agent: File No.: Review - 1st Review - New Site Plan Carrabba's Italian Grill southwest corner of N.W. 22nd Avenue Boulevard) and Congress Avenue Lisa A. Tropepe, P.E. NWSP 95-008 (Gateway The following is a list of 1st review comments regarding the site plan review of the plans for the above-referenced proj ect. It should be noted that the comments are divided into two (2) categories; the first category is a list of comments that identify deficiencies from the Ci ty' s Land Development Regulations (LDR) that are required to be corrected and shown in compliance on the plans and/or documents submitted for second (2nd) review in order for the project to continue through the site plan review process. The second set of comment(s) are recommendations that the Planning and Zoning Department staff believe will enhance the proposed development. The applicant shall understand that all documents and plans submitted for site plan and or permit review are subj ect to additional comments. I recommend that the applicant/agent contact me regarding questions related to the comments. If the applicant is not intending to correct code deficiencies, they should contact me regarding the procedures, application forms, fees and submittal deadline dates for seeking relief from the code requirement. I. SITE PLAN REVIEW COMMENTS: / 2 . 3. V 4. 5. .... '} ~~ \~ Oft, ? Add to the site data, found on the site plan, the parking space computations that identify the number of required parking spaces for the restaurant use. The computations shall be consistent with the ratios identified in the zoning code. [LDR, Chapter 2 - Zoning, Section 11. H. 16. d. 1.] r/ On the site plan, dimension the width and length of the single parking space phown in the northeast corner of the site. The size of the space shall comply with the minimum standards identified in city standard drawing B-90012. Show, label and dimension on the site plan a twelve (12) foot wide by thirty-five (35) foot long loading zone. [LDR, Chapter 2 - Zoning, Section 11. J.] / On the site plan, dimension the width of all access aisles. The aisle dimensions shall be consistent with the dimensions identified on city standard drawing B-90013. Also provide typical width and length dimensions for the regular and handicapped parking spaces consistent with City standard drawing B-90012. The site plan depicts thirty-nine (39) interior parking spaces. Add site data computations to the site plan indicating the required and provided interior green space (pervious area) to accommodate the thirty-nine (39) interior parking spaces. Note: Twenty (20) square feet of green space is required for each interior parking space. One tree is required for each five hundred (500) square feet of required green space. Amend the plans accordingly. [LOR, Chapter 7.5, Article II - landscape Code, Section 5. G.] ~()\~ (U> o.~~l "'pr \'\~~ ~J on page 2 Memorandum No. 95-375 1st review - Carrabba's Italian Grill File No. NWSP 95-008 6. I 7. ~ ~~/ .r- Considering the parking spaces for the entire platted project are shared between all buildings in the proj ect, provide separate parking space data that identifies the total number of spaces existing for the entire project and existing on the subject site. Show on the site plan the location of the proposed free standing sign. Also show the wall and site signage in compliance with the sign code and community design plan. [LOR, Chapter 21 - Sign Code and Chapter 9 - Community Design Plan, Section 10. I] 8. The configuration of the building shown on the drawings titled ~ front, rear, right and left elevation view drawings do not ~. ~ match the layout and configuration of the building shown on 'L (jol ,~...the site plan and floor plan drawings. Correct the plans ~ .(r9~ '<' accordingly. It is recommended that compass directions be ... ~^"'~ used to identify the elevation view drawings of the huilding. "'/9. ~omi t from the top edge of the building the red neon band. ~ [LOR, Chapter 9 - Community Design Plan, Section 10. F. 6.] ') ~ 10. ~l) '-J..~ '>Q t;~ ~ Identify on the elevation view drawings the location of the color and material identified as E-4. Submit color samples of the proposed colors. The color samples, colored elevation view drawings and elevation view drawings shall identify the colors by color name, color number or designation and manufacturer I s name. All drawings shall be consistent in showing and identifying materials and colors. [LOR, Chapter 9 - Community Oesign Plan, Section 5.] 11. Identify on the elevation view drawings the color of the '\ decorative light fixtures. [LOR, Chapter 9 - Community Design Plan, Section 5.] 12. /} 13. v 0" ~ \ . ~ NOTE: ,. Identify on the elevation view drawings the color of the awnings. Also identify on the elevation view drawings the color of the geometric shapes located below the light fixtures. Include the color of the rectangle shapes located below the windows on the left elevation of the building. [LOR, Chapter 9 - Community Design Plan, Section 5.] 14. Show and specify on the site plan the specie, size, spacing and quantity of landscape material proposed for the landscaped areas identified on the site plan adjacent to the building. Also, list the landscape material specifications (such as; quality of plant material, installation procedures and irrigation requirements) consistent with the specifications identified in the landscape code. [LDR, Chapter 7.5, Article II - landscape Code, Section 5. & 6.] Change the color of the walls of the building to match the color of the existing Target building. Also modify the design of the exterior of the building to incorporate features from the design of the existing Target building. Demonstrate on the elevation view drawings that all roof top equipment is properly screened. [LOR, Chapter 9 - Community Design Plan, Section 11. A. C. O. E.] Contact the building department to review drawings that identify the colors of the existing Target building. Page 3 Memorandum No. 95-375 1st review - Carrabba's Italian Grill File No. NWSP 95-008 , On the sign drawings identify the area of the pizza, pizza man and all copy. Specify the color of the neon proposed for the pizza and pizza man. Add to the drawing a section detail of the 3" channel, "Bkg'd." and Italian grill signage. The building signage shall comply with Section 10 I. of the Land Development Regulations, Chapter 9 - Community Design Plan. /16. Show, label and dimension on the site plan the covered entry. ~ 15. () 17. Indicate on the site plan the setback distance from the / leading edge of all sides of the building to the adj acent \/ property lines. The setback dimensions shall be no less than the setbacks required by Section 6. C. of the land development regulations. ~18. Identify the symbol that represents curbing. ~. 19. specify on the elevation view drawings the overall height of the building. ~. Specify on the dumpster detail drawing the color of the gates. II. RECOMMENDATION 21. Show on the site plan and elevation view drawings the location and height of the roof mounted equipment. It is recommended that the elevation to the top of all walls of the building be greater than or equal to the highest roof mounted equipment. MEH:dim " " , ~ xc: Central File s:carrabba.18t I PLANNING AND ZONING DEPARTMENT MEMORANDUM NO. 95-329 TO: Carrie Parker, City Manager Clyde "Skip" Milor, Utilities Dept. Chief Field Insp. Robert Eichorst, Public Works Director John Wildner, Parks Superintendent Bill Cavanaugh, Fire Prevention Officer Sgt. Marlon Harris, Police Department Al Newbold, BUilding Division William Hukill, Director of Department of Development Kevin H~~:rester/Environmentalist Tambri J. ~den, Planning & Zoning Director FROM: DATE: July 3, 1995 RE: SITE PLAN REVIEW PROCEDURES 1st Review - New Site Plan Project - Carrabba's Italian Grill Location - Northwest corner of Target Shopping Center (S. W. corner of N. W. 22 Ave. and Congress Ave. ) Applicant - Jamie Butler File No. - NWSP 95-008 Find attached for your review the plans and exhibits for the above- referenced project. Site Plan Review approval for this project will be granted by the City Commission. To ensure that the project stays on line with the review time frame, I request that the plans and exhibits be reviewed and formal written comments transmitted to the Director of the Planning and Zoning Department no later than 5:00 P.M. on Julv 18. 1995. Do not return plans and exhibits. Retain same for the review of the amended plans (second review). Adhering to the following review guidelines will promote a comprehensive review and enable the applicant to efficiently obtain Technical Review Committee approval: 1. Use the review standards specified in Part III, Land Development Regulations, Chapter 4, Site Plan Review, Section 8 of the code of Ordinances to review and formulate comments. 2. The documents submitted for the project were determined to be substantially complete based on the submittal requirements identified in Section 7 of the Site Plan Review Ordinance. However, if the data provided to meet the submittal requirements is insufficient to properly evaluate and process the project based on the review standards or the documents show code deficiencies, additional data and/or corrections should be requested by the reviewer through the Planning and Zoning Department. 3. Each comment shall reference the section of the code that is incorrectly depicted on the documents. 4. Technical Review Committee member (s) shall identify in their comments when the plans depict or when the location and installation of their departmental required improvements may conflict with other departmental improvements. PLANNING AND ZONING DE MEMORANDUM NO. 95, VIII. DEVELOPMENT PLANS F cc: Dev, Plan, Util Agenda Memorandum for october 17, 1995 city Commission Meeting TO: Carrie Parker city Manager FROM: ---.. J Tambri J. Heyden I ,,;,f . planning and Zoning Director DATE: October 12, 1995 SUBJECT: Carrabba1s Italian Grill - NWSP 95-0058 at the Target Shopping Center Please place the above-referenced request on the october 17, 1995 City Commission agenda under Development Plans. DESCRIPTION: This is a request from Lisa A. Tropepe, P. E. , Shalloway, Foy, Rayman & Newell, Inc., agent for American Development corporation for site plan approval to construct a 6,238 square foot, 2 seat, one-story restaurant on a 1.617 acre outparcel at th northwest corner of the Target Shopping Center. The Target Shop ing Center is located at/t~e s~~~~ner of .~:~;,)}~~~e '_ an gres~".(;vfi.4. '::-/'l'-w r - ~/ti&(O ~~~~~~ON: e Planning and Development Board, with a 7-0 vote, recommende approval subject to all staff comments (Public Works Departmen Memorandum No. 95-171, utilities Department Memorandum No.9 -297, Engineering Division Memorandum No. 95-364, Building Divisio Memorandum No. 95-245 and 95-360, and Planning and Zoning Depar ment Memorandum No. 95-524). TJH:dim AttachmenC .'CCAUDd...,C.r I I 'J 'Ie; 0-/ v /' rj 5-, ~~7 PLANNING AND ZONING DEPARTMENT MEMORANDUM #95-447 SITE PLAN REVIEW STAFF REPORT FOR PLANNING AND DEVELOPMENT BOARD AND CITY COMMISSION ..., October 10, 1995 DESCRIPTION OF PROJECT: Project Name: Carrabba's Italian Grill Applicant: Jamie Butler, owner Agent: Lisa A Tropepe, P.E. Shalloway, Roy, Rayman & Newell, Inc. Northwest corner of Target shopping Center, Southwest corner of N.W. 22 Avenue and Congress Avenue (See Exhibit A - location map) Location: File No.: NWSP 95-008 (New Site Plan) Land Use Plan Designation: General Commercial (G-C) ..." Zoning Designation: Community Commercial (C-3) Type of Use: Italian restaurant Number of Units: N/A Square Footage: Site: 70,567 square feet (1.62 acres) Building: 6,123 square feet Surrounding Land Uses and Zoning District: North N.W. 22nd Avenue (Gateway Boulevard) and farther north is Mahogany Bay (apartments), zoned PUD (Planned Unit Development - Congress Lakes) . ""'" South Target Shopping Center, zoned C-3. East Congress east is (Planned ment) Avenue and farther Motorola, zoned PID Industrial Develop- West Savannah zoned PUD Lakes) Lakes (part Apartments, of Congress Existing Site Characteristics: The property (an outparcel within the Target Shopping Center) is an improved lot with parking and landscaping, but a vacant building pad area. The infrastructure was constructed with the required improvements for the Target Commercial Plat. ""'" Proposed Development: This request proposes construction of a 6,123 square feet bUilding to be used as a / page 2 of 2 Carrabba's Italian Grill To: TRC Members Re: Planning & Zoning Memo 95-329 5. When a TRC Member finds a code deficiency that is outside of his/her review responsibility, the comment and the specific code section may be included in their review comments with the name of the appropriate TRC Member that is responsible for the review specified. 6. If a TRC member finds the plans acceptable, he/she shall forward a memo, within the time frame stated above, to the Planning and Zoning Director stating that the plans are approved and they do not have any comments on the plans submitted for review and recommend the project be forwarded through the approval process. All comments shall be typed, addressed and transmitted to the Director of the Planning and Zoning Department for distribution to the applicant. Please include the name and phone number of the reviewer on this memo. Michael E. Haag will be the Planning and Zoning Department staff member coordinating the 1st review of the project. The Planning and Zoning Department will send the applicant a cover letter which includes the comment(s) and directions to amend the plans to comply with the comments and the procedures for resubmission. When the Planning and Zoning Department receives the amended plans, they will distribute the plans with a cover memo to all TRC Members for review and approval. TJH:dim Attachment xc: (Memo Only) Floyd Jordan, Fire Chief Charlie Frederick, Recreation & Parks Director Thomas Dettman, Police Chief John Guidry, Utilities Director Central File A: 1 Bt.RIIVt.r.l59 Page 2 Memorandum NWSP #95-008 Site Plan Review Staff Report carrabba's Italian Grill Concurrency: restaurant (see Exhibit B - site plan) . Traffic - The Palm Beach County Traffic Division has reviewed the traffic generation and impact proposed by this Target Center outparcel (Carrabba's Italian Grill) and has determined that there will be no net increase in trips generated than that previously approved for the Target Shopping Center and the Catalina Center. Since this outparcel is larger than was planned at the time of the Target Shopping Center site plan approval, the difference had to be reviewed for traffic concurrency. There is currently a capacity problem with Gateway Boulevard which this shopping center directly has access to. To avoid having to make improvements to Gageway Boulevard, which are scheduled by the County for next year, traffic concurrency was met by reducing the 75,000 square feet of office use vested as part of the Catalina Center, to 68,230 square feet. Drainage - Insufficient drainage information has been submitted for the Engineering Division to certify compliance with the City's drainage levels of service at the time of site plan approval when it is required. The Engineering Division is recommending that this be postponed to time of permit review based on the minor modifications proposed to the existing site. Driveway's: The outparcel does not have direct access to a public right-of-way, however one two-way major driveway into the existing Target parking lot offers access to the subject site. This driveway is located on N.W. 22nd Avenue. Parking Facility: The proposed parking facility contains the required spaces for commercial or restaurant use. Restaurant use of the facility would require one parking space for every two and ~~e-half seats. With two hundred twenty two ['&22) seats planned in the restaurant, and one hundred twenty five (125) parking spaces provided (including five handicapped spaces), the applicant more than meets the spaces required. The 222 seat restaurant requires 89 parking spaces. It should be noted that there is an agreement between the property owners of Target and the subject site that allows cross access and cross parking. Landscaping: The proposed development includes all minimum landscaping required by code. Building and Site Regulations: The proposed development meets the require- ments of the building and site regulations for C-3 zoning. Total site area is 70,567 square feet, building coverage is nine percent (9%) and the height of the proposed one-story building is twenty-one feet. c2 page 3 Memorandum NWSP #95-008 Site Plan Review Staff Report Carrabba's Italian Grill Community Design Plan: ...." The proposed stucco building will match the color of the adj acen t Target building and includes green trim and green and tan awnings; ~/ colors that are compatible with the colors of the neighboring structures. It should be noted that the colors depicted on the color elevation view drawing do not reflect the colors of the Target building. Signage: signage will be on the facade of the building. There will be one free standing sign on the northeast corner of the parcel. REVIEW OF DEPARTMENTAL COMMENTS: Below is a list of those departments that have comments regarding this request (See Exhibit "C" - staff comments): DEPARTMENT ATTACHED MEMORANDUM Public Works utilities Fire Police Engineering pivision Building Division Parks and Recreation Forester/Environmentalist Planning and Zoning ...." #95-171 #95-297 N/A N/A #95-364 #95-245,360 N/A N/A #95-524 The above comments from City departments are of a nature that may be addressed on the building permit set of drawings. RECOMMENDATION: The Planning and Zoning Department recommends approval of this site plan request, subject to reflection of staff comments and all other applicable City of Boynton Beach Code of Ordinances on the plans submitted for building permit. ...." .DDC:ddc xc: Central File a..tffrpt.car .."",,; J LUl;A IIUN MAtJ CARRABBA'S RESTAURANT ,. 11111 1IIII1 ~'i.t~1HlfJ-;;i ~:,:.;...-::-:-:..::--;..'_:.:.---~ :/~t!!'Un.~~~~L_O~' t}fi'o:,~{~ -\ j~ n:r'.: ,: &;1?l fim. 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'\ I f' \! \h\ ~\ \\\1\! a it \ \\ Hi\ ~ \ U \\\\ .n ill ~~\ \ \1 t\ . n lit\ \ l~ \~ it \11 .\1111 · ,I I \ I' · 1\\ 1. I \\ l 'll ~;l 1~~11 l' i ~ 'ill, 't ~ \, \ 1 \ 1\\ l,!,l' \ ' \ \~ \ 'it I ~\ 'J t I \1 \ · l " ; '11 ' I' + " G' l> -I Tn E. l> -( m r -< Q @ ~ \ \ \ \ \ \ \ ' , I , \ \ l ! \ \ \ ~ \ ~~ c-- ~u,~nt 9 008~ iI'" \\ \ \ uniit\ \ l\h\\lh i \ t' i' I. U\\i\1' \ ; I \\\ i i\ t i i\ \ \ ill \1 \ ~ ~...~.".e ~ 'l1~~"'~ ~ ~ ~~~~~ ~ 'tf\"""''t~ \ ... .".,... ~I ;nU ,\ it ~-..~ \ \ ~ \. .~~. -.;" ~ i 1 \' \ \\ \~~z \ ~ ,- III ~..:.J ~ \'1 \ _ I I \ 1) \ \ _ \ Tn \\\ ~\ , dl 0-1 0C ~ -~ i ~ ~z i rom ... (J) :::0 I \' ~ '11 ... () I 'i~= ii' l> ~ :~~ iJ~ ~ \T.; i\" ~ E~& i~ll .01 i~ ~\ m .;! l> ~:& _ f;t (j'I S -,. - -- .------ 1 f . ~ t.! :! ~ ." : 11;.:',. ~, PUBLIC WORKS DEPARTMENT MEMORANDUM #95-171 ..." TO: Tambri J. Heyden, Planning & Zoning Director FROM: Robert Eichorst, Public Works Director SUBJ: Site Plan Review - 2nd Review - Carrabba's Italian Grill DATE: September 18, 1995 The applicant must call the Public Works Department at 275-6201, prior to forming the dumpster enclosure to ensure approach at the above site. The project should be forwarded to the Planning & Development Board/Community Redevelopment Advisory. . ~-- obert Eichorst ublic Works Dire<:- ..." REIer .., ""WI " \ q MEMORANDUM UTILITIES DEPT. NO. 95 - 297 TO: Tambri Heyden, Planning Dire FROM: John A. Guidry, Utilities Director DATE: September 12, 1995 SUBJECT: Carraabba' s Italian Grill 2nd review We offer the following comments on this project: 1) The Capacity Reservation Fee for this project, based upon a 1.5 inch meter, is $1205.82. This fee is due within thirty (30) days of City Commission approval. Payment of this fee can be precluded by paying the full capital facilities charge within the thirty# day time period.(Section 26- 34(E)) 2) Item no. 3 of our previous memo requested a note on the landscape plan indicating a supply source other than city water. The notation does not appear on this submittal.. Pleas~ add said note.(Comp. Plan policy 3C.3.4) We have no objection to this plan proceeding to the City Commission. Please refer any questions on this matter to Peter Mazzella or Skip Milor of this office. JAG/PVM bc: Peter Mazzella xc: Skip Milor File If) W~'-'L->U'-'UW f t " ,:. ,j, . U .' - ( I,' \ DEVELOPMENT DEPARTMENT ENGINEERING DIVISION MEMORANDUM NO. TO: Tambri J. Heyden, Planning & zoning Director ~am HUkill, P.E., City Engineer September 21, 1995 FROM: DATE: RE: CARRABBA'S ITALIAN ORILL - 2ND SITS PLAN REVIS" We have reviewed applicant's submittal for subject project sheets 1 of 4 thru 4 of 4 and have the following comments: Revise documents to reflect all comments. All plans submitted for specific permits shall meet the City'S code requirements at time of application. These permits include, but are not limited to the following; site lighting, paving, drainage, curbing, landscaping, irrigation and traffic control devices. Permits required from agencies such as the FDOT, PBC, SFWMD and any other permitting agency shall be included with your permit request. # Verify that existing exfil tration system is adequate. Chap.6, Art.IV, Sec.5A, pg.6-7 Location of proposed curbs is not clearly defined on the drawing. Chap.23, Art.I, Sec.5B15, pg.23-5 Photometrics must be approved for both pedestrian and parking lot lighting before building permit can be issued. . Chap.23, Art.II, Ala, pg.23-6 Wheel stops or curb required. Chap.23, Art.IIE, pg.23-7 Provide 27' backup area, all stalls. Chap.23, ArtII,Il, pg.23-9 Provide handicap ramp and sidewalk locations. Chap.23, Art. IlK, pg. 23-9 (DCA Accessibility Requirements Manual) . We have no objection to forwarding of this project to the P&D Board subject to our comments. A. B. C. D. E. F. G. H. 'WVH/ck xc: Ken Hall, Engineering Aide C:CARRADDA.1NI> // .." ..." ...", .."", BUILDING DIVISION MEMORANDUM NO. 95-245 July 19, 1995 From: Tambri Heyden, Planning & zoning Director Al Newbold, Deputy Building Official To: Re: Carrabba's Italian Grill New Site Plan Modification N.W. corner of Target Shopping Center (S.W. corner of N.W. 22 Avenue and Congress Avenue) A review of the above 8ubject .it. by the Building Divi.ion ha. been made per your request and we offer the following comments: 1. Provide for site approval, a detail of the parking light poles, showing the height, depth to meet 110 mph wind and the type of lights. 5. # Provide handicap pedestrian access from the public right-of-way to the building entrance. Show the free-standing sign location. Pylon sign height cannot exceed 20' maximum. Pylon sign maximum size is 64 Sq. Ft.; plans show 171 Sq. Ft. This site can only have the pylon sign if not part of the other site under the same ownership. 2. 3 . 4. 6. ~~ AN:mh cc: William V. Hukill, P.E., Department of Development Director A:CAaIlABBA.Tac /) BUILDING DIVISION MEMORANDUM NO. 95-360 r I' 1 fJ-ry,A-' September 27, 1995 TO: Tambri Heyden Planning & Zoning Director ..." FROM: Al Newbold Deputy Building Official RE: TRC COMMENTS - SITE PLAN, 2ND REVIEW CARRABBA. S ITALIAN GRILL After reviewing the amended site plan, the Building Division found that comments #1 and #5 in our memorandum 95-245 have not been met. Comment #6 depends on the site ownership not being the same as the center. AN: bh Attachment/memo 95-245 XC: William V. Hukill, P.E. # ...", ...", CARRABBA ..", /3 PLANNING AND ZONING DEPARTMENT MEMORANDUM NO. 95-524 TO: Tambri J. Heyden planning and Zoning Director FROM: Dan DeCarlo Assistant Planner DATE: October 10, 1995 SUBJECT: Site Plan Review - 2nd Review - New Site Plan Project: Location: Carrabba's Italian Grill Northwest corner of Target Shopping Center-Southwest corner of N.W. 22nd Avenue and Congress Avenue Agent: Lisa A. Tropepe Shalloway, Foy, Rayman & Newell, Inc. File No.: NWSP 95-008 The following is a list of comments regarding the second review of the above-referenced project. It should be noted that the comments are divided into two (2) categories. The first category is a list of comments that identify unresolved comments either from the first review or new comments as a result of the second review. To show compliance with these comments will not substantially alter the configuration of the site and design of the building. The second category is a list of recommendations I believe will enhance the aesthetics and function of the project. All comments and recommendations can be rectified on the plans at time of permitting if the site plan request is approved. The appl icant must understand that additional comments may be generated upon review of the documents and working drawings submitted to the Building Division for permits for the proposed project. I. SITE PLAN REVIEW COMMENTS: 1. Incorporate a floor plan drawing with the set of plans. The floor plan drawing shall indicate the number of seats proposed for the restaurant. 2. Identify on the elevation view drawings the location of the color and material identified as E-4. The color samples, colored elevation view drawings, and elevation view drawings shall identify the colors by color name, color number or designation and manufacturer's name. All drawings shall be consistent in showing and identifying colors and materials. 3. Identify on the elevation view drawings the color of the decorative light fixtures. 4. Identify on the elevation view drawings the color of the awnings. Also identify on the elevation view drawings the color of the geometric shapes located below the light fixtures. Include the color of the rectangular shapes located below the windows on the left elevation of the bUilding. 5. Place a note on the elevation view drawings that indicates all roof top equipment is screened in compliance with the City code. If Page 2 Memorandum No. 95-524 2nd Review - Carrabba's Italian Grill File No. NWSP 95-008 ~ 6. Since the traffic trips assigned to Carrabba's Italian Grill come from the unbuilt office component within the Catalina Center, the remaining square footage for the Catalina Center will be reduced from 75,000 to 68,230 square feet. 7. It should be noted that the awnings are not back-lit. II RECOMMENDATIONS 8. Recommend using melaleuca mulch instead of cypress mulch. 9 . change the color of the walls (E-2 - shown on the elevation view drawing) of the building to match the color of the existing and adj acent Target building. Also, change the color of the columns (E-l - shown on the elevation view drawing) that are detailed on the building to a tone compatible with the wall color. The applicant has agreed to change the color of the bUilding to match the Target building. It should be noted that the colors depicted on the color elevation view drawing do not match the color of the Target building. ~ NOTE: If recommendations are approved, they shall be incorporated into the working drawings required for permits for the project. DDC:bme xc: Central File a.Zndco...car """'" """'" /.{ PLANNING AND ZONING DEPARTMENT MEMORANDUM NO. 95-591 Agenda Memorandum for October 17, 1995 city Commission Meeting '1'0 : Carrie Parker city Manager FROM: ~"I Tambri J. Heyden . I j'r1- planning and Zoning Director DATE: October 12, 1995 SUBJECT: carrabba's Italian Grill - NWSP 95-0058 at the Target Shopping Center Please place the above-referenced request on the October 17, 1995 City Commission agenda under Development Plans. DESCRIPTION: This is a request from Lisa A. Tropepe, P. E. I Shalloway, Foy, Rayman & Newell, Inc., agent for American Development corporation for site plan approval to construct a 6,238 square foot, 22 seat, one-story restaurant on a 1.617 acre outparcel at the northwest corner of the Target Shopping Center. The Target Shopping Center is located at the southwest corner of N.W. 22nd Avenue and Congress Avenue. RECOMMENDATION: The Planning and Development Board, with a 7-0 vote, recommended approval subject to all staff comments (Public Works Department Memorandum No. 95-171, utilities Department Memorandum No. 95-297, Engineering Division Memorandum No. 95-364, Building Division Memorandum No. 95-245 and 95-360, and Planning and Zoning Department Memorandum No. 95-524). TJH:dim Attachment .1CCAliInd....C.r " "