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08-14 RESOLUTION NO. 08-14 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA APPROVING A FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CLEARWATER AND K & P CLEARWATER ESTATE, LLC; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Clearwater entered into a Development Agreement with K & P Clearwater Estate, LLC that was adopted by the City Council on February 17, 2005, by Resolution No. 05-13, amended by First Amendment to Development Agreement between the City of Clearwater and K & P Clearwater Estate, LLC, adopted by the City Council on March 16, 2006 by Resolution No. 06-11; and WHEREAS, the City of Clearwater and K & P Clearwater Estate, LLC are desirous of amending and restating said Development Agreement; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The First Amended and Restated Development Agreement between the City of Clearwater and K & P Clearwater Estate, LLC, a copy of which is attached as Exhibit "A," is hereby approved. Section 2. The City Clerk is directed to record the First Amended and Restated Development Agreement with the Clerk of the Circuit Court in Pinellas County no later than fourteen (14) days after it is executed. The applicant shall bear the expense of recording the document. Section 3. The City Clerk is directed to submit a recorded copy of the First Amended and Restated Development Agreement to the State of Florida Department of Community Affairs no later than fourteen (14) days after it is recorded. Section 4. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 18th day of December ,2008. .~;V~ Frank V. Hibbard Mayor Approved as to form: Attest: /kJCynt . Goudeau D City Clerk Leslie K. Dougall- i s Assistant City Attorney FIRST AMENDED AND RESTATED AGREEMENT FOR DEVELOPMENT OF PROPERTY between THE CITY OF CLEARWATER, FLORIDA and K & P CLEARWATER EST ATE, LLC Dated as of ,2008 Table of Contents Article 1. Definitions Section 1.01 Definitions Section 1.02 Use of Words and Phrases Section 1.03 Florida Statutes 2 5 5 Article 2 Purpose and Description of Project Section 2.01 Finding of Public Purpose and Benefit Section 2.02 Purpose of Agreement Section 2.03 Scope of the Project Section 2.04 Cooperation of the Parties 6 6 6 8 Article 3 Regulatory Process Section 3.01 Land Development Regulations Section 3.02 Development Approvals and Permits Section 3.03 Concurrency 9 9 10 Article 4 Plans and Specifications Section 4.01 Plans and Specifications 11 Article 5 Project Development Section 5.01 Ownership of Project Site Section 5.02 Project Site Section 5.03 City's Obligations Section 5.04 Obligations of the Developer 11 11 11 12 Article 6 [INTENTIONALLY OMITTED] Article 7 Construction of the Project Section 7.01 City Not in Privity Section 7.02 Construction Sequencing Section 7.03 Construction Plan 14 14 14 Article 8 [INTENTIONALLY OMITTED] Article 9 Representations, Warranties and Covenants of the Developer Section 9.01 Representations and Warranties 15 Section 9.02 Covenants 16 Article 10 City Representations, Warranties and Covenants Section 10.01 Representations and Warranties 17 Section 10.02 Covenants 17 11 Article 11 Default; Termination Section 11.01 Project Default by the Developer Section 11.02 Default by the City Section 11.03 Obligations, Rights and Remedies Cumulative Section 11.04 Non-Action on Failure to Observe Provisions of this Agreement Section 11.05 Termination Certificate 18 19 19 19 20 Article 12 Right to Contest Section 12.01 Right to Contest 20 Article 13 Arbitration Section 13.01 Agreement to Arbitrate Section 13.02 Appointment of Arbitrators Section 13.03 General Procedures Section 13.04 Majority Rule Section 13.05 Replacement of Arbitrator Section 13.06 Decision of Arbitrators Section 13.07 Expense of Arbitration Section 13.08 Accelerated Arbitration Section 13.09 Applicable Law Section 13.10 Arbitration Proceedings and Records 20 21 22 22 22 22 22 23 23 23 Article 14 Unavoidable Delay Section 14.01 Unavoidable Delay 24 Article 15 Restrictions on Use Section 15.01 Restrictions on Use of Project Site 24 111 Article 16 Miscellaneous Section 16.01 Assignments Section 16.02 Successors and Assigns Section 16.03 Notices Section 16.04 Applicable Law and Construction Section 16.05 Venue; Submission to Jurisdiction Section 16.06 Estoppel Certificates Section 16.07 Complete Agreement; Amendments Section 16.08 Captions Section 16.09 Holidays Section 16.10 Exhibits Section 16.11 No Brokers Section 16.12 Not Agents Section 16.13 Recording of Development Agreement Section 16.14 Public Purpose Section 16.15 No General Obligations Section 16.16 Other Requirements of State Law Section 16.17 Technical Amendments Section 16.18 Term; Expiration; Certificate Section 16.19 Approvals Not Unreasonably Withheld Section 16.20 Effective Date 25 26 26 26 27 27 27 28 28 28 28 28 28 28 28 29 29 29 29 30 IV EXHIBITS Legal Description of Developer's Property A First Street Dedication A-I Vacations of Rights of Way Ordinances A-2 Project Description and Preliminary Project Plans B Hotel Quality Standard C Project Site D Coordinated Design of South Gulfview and Beach Walk Improvements E Declaration of Covenants and Restrictions F Covenant Regarding Hurricane Evacuation & Use and Occupancy of Resort Hotel G Required Permits and Approvals H Covenant of Unified Use I Easement Agreement J Amended and Restated Contract for Exchange of Real Property K Representative Cross Section of Second Street L Parking Protocol M Developer's Pro Rata Share Calculation and Repayment Schedule N v S ST THI 1 AMENDED AND RESTATED AGREEMENT for Development of Property (together with all exhibits, modifications and amendments, this "Agreement") is made as of this day of ,2008, by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City"), and K & P Clearwater Estate, LLC, a Florida limited liability company (hereinafter refereed to as the "Developer"). WITNESSETH: WHEREAS, the City and Developer entered into a Development Agreement on March 3, 2005 and recorded in O.R. book 14168, Page 2397 regarding the certain property located at generally 100 Coronado Drive, 201, 215 and 219 South Gulfview Boulevard ("Developer's Property"); WHEREAS, the City and Developer subsequently amended the Agreement on March 22, 2006 and recorded in Pinellas County Records O.R. Book 15023, Page 1494-1500; WHEREAS, one ofthe major elements ofthe City's revitalization effort is a preliminary plan for the revitalization of Clearwater Beach entitled Beach by Design; WHEREAS, Beach by Design also calls for the construction of pedestrian-oriented improvements along the east and west sides of South Gulfview Boulevard ("South Gulfview"), which proposed improvements are known as Beach Walk; WHEREAS, the City has adopted Beach by Design pursuant to the Pinellas Planning Council's Rules in support of the Comprehensive Plan adopted by the City; WHEREAS, Beach by Design proposed a limited number of catalytic resort projects to reposition and re-establish Clearwater Beach as a quality, family resort community and further provides for a limited pool of additional hotel units ("Destination Resort Density Pool") to be made available for such projects; WHEREAS, because increased residential density on barrier islands is a critical concern under Florida law, Beach by Design limits the use of the Destination Resort Density Pool to overnight accommodations and limits tenancies to 30 days or less; WHEREAS, a key criteria for eligibility for the Destination Resort Density Pool is the operation of a proposed proj ect as resort hotel operating under a national or international "flag" or other comparable marketing affiliation or program; WHEREAS, the Developer proposes to develop a resort hotel including both interval ownership/timesharing units and traditional hotel units and associated amenities on certain property fronting on South Gulfview and, subject to the mutual promises set forth of this Agreement, has proposed to include in that project eight (8) parking spaces for use by the public as a replacement for the on-street parking spaces removed from South Gulfview in front of the project in connection with the relocation of South Gulfview as contemplated by this Agreement or Developer will make payment to the city in lieu of providing such spaces; WHEREAS, it is necessary that the City take certain actions in order to make it possible for Developer to develop the project contemplated by this Agreement in accordance with the goals and objectives of Beach by Design; WHEREAS, the City has conducted such hearings as are required by and in accordance with Chapter 163.3220 Fla. Stat. (2003) and any other applicable law; WHEREAS, the City has determined that, as of the Effective Date ofthis Agreement, the proposed project is consistent with the City's Comprehensive Plan and Land Development Regulations; WHEREAS, the City has conducted public hearings as required by S 4-206 and 4-606 of the Community Development Code; WHEREAS, at a duly called public meeting on , 2008, the City Council approved this Agreement and authorized and directed its execution by the appropriate officials of the City; WHEREAS, approval of this Agreement is in the interests of the City in furtherance of the City's goals of enhancing the viability of the resort community and in furtherance of the objectives of Beach by Design; and WHEREAS, Developer has approved this Agreement and has duly authorized certain individuals to execute this Agreement on Developer's behalf. . NOW, THEREFORE, in consideration ofthe mutual promises and covenants contained herein, the parties hereby agree as follows: ARTICLE 1. DEFINITIONS. 1.01. Definitions. The terms defined in this Article 1 shall have the following meanings except as herein otherwise expressly provided: 1. "Beach by Design" or "Plan" means the strategic redevelopment plan for Clearwater Beach dated 2001, as amended, which was adopted by the City Council pursuant to the provisions of the Pinellas County Planning Council's Rules for the designation of a Community Redevelopment District, as amended through the Effective Date. 2. "City" means the City of Clearwater, Florida, a Florida municipal corporation. 3. "City Council" means the governing body of the City. 4. "Commencement Date" means the date on which the Developer commences or causes a contractor to commence construction on the foundation or other structural element of the Project. 2 5. "Completion Date" means the date on which the final certificate of occupancy required for the Project is issued, which issuance shall not be unreasonably withheld or delayed. 6. "Destination Resort Density Pool" or "Destination Resort Density Pool Units" means the hotel unit density pool created by the City pursuant to Article V, section B of Beach by Design and the associated Hotel Units. 7. "Developer" means, K&P Clearwater Estate, LLC, and its successors and assigns (see Article 16). 8. "Developer's Property" means those properties owned by Developer on the Effective Date ofthis Agreement, which properties are more particularly described in Exhibit A to this Agreement. 9. "Developer's Pro Rata Share" means Developer's pro rata share ofthe Net Cost of South Gulfview and Beach Walk Improvements, as calculated in Article 5. 10. "Easement Agreement" means that easement granted to the Developer to allow the construction, operation, maintenance, repair, replacement and other matters concerning or affecting the Palm Court area substantially in the form of Exhibit J attached hereto. 11. "Exhibits" means those agreements, diagrams, drawings, specifications, instruments, forms of instruments, and other documents attached and designated as exhibits to this Agreement, which are hereby incorporated herein and made a part hereof by reference. 12. "Existing Hotel Units" means the two hundred (200) overnight hotel guest rooms existing on the Developer's Property as of the date of approval of the original Development Agreement dated March 3, 2005. 13. "Expiration Date" means that date ten (10) years following the Effective Date on which this Agreement automatically expires. 14. "Interval Ownership Units" means a maximum of200 interval ownership/timeshare units as defined in the Community Development Code, which will be sold to more than one owner for use for a period of time not to exceed 30 consecutive days. 15. "Hotel" means that part of the Project, containing the Hotel Units, together with amenities and common areas located on the Project Site, but excluding the portion of the Project which contains the Interval Ownership Units. 16. "Hotel Units" means the 250 Destination Resort Density Pool Units. 17. "Land Exchange" means that property exchange which either occurred or is to occur on the terms and conditions set forth in Exhibit K hereto. 3 18. "Meeting Space" means any building floor area within the Project which can be used for conference or meeting activities. 19. "Net Cost of South Gulfview and Beach Walk Improvements" means the total cost of the South Gulfview and Beach Walk Improvements, plus any debt service, and less nonreimbursable funds from sources other than the City (other than any fair share or pro rata payments made by the owners of other properties which front on South Gulfview). Remaining payment schedule is attached hereto as Exhibit N. 20. "Palm Court easement" means that area subject to the Easement Agreement constructed by the Developer and connecting the Project to the public Beach Walk. 21. "Permits" means all land development approvals and consents required to be granted, awarded, issued, or given by any governmental authority in order for construction ofthe Project, or any part thereof, to commence, continue or be completed. 22. "Plans and Specifications" means, as to each part of the Project to be developed, the site plan for that part ofthe Project to be developed, filed with the City as required by governing land development regulations ("Land Development Regulations") for the purpose of review and approval. 23. "Project" means, collectively, development ofthe Project Site as a Resort Hotel together with accessory retail and restaurant uses which is proposed by the Developer as described in this Agre~ment and in the preliminary plans therefore which are attached hereto as Exhibit B. 24. "Project Site" means the land area which includes the Developer's Property, as modified by the Vacations of Rights of Way, the Land Exchange, and the First Street Dedication, and which is generally bounded (a) on the east by the western edge of Relocated Coronado, (b) on the north by the southern boundary of Relocated South Gulfview, (c) on the south by the northern boundary of Second Street, and (d) on the west by Beach Walk, which site is more particularly described on Exhibit D. 25. "Public Parking Spaces" means eight (8) parking spaces or payment in lieu ofto be provided by Developer in the Project for use by the general public as described more fully in Paragraph 2.03(1) of this Agreement. 26. "Relocated Coronado" means that proposed five (5)-lane two-way public right of way approximately seventy-eight (78) feet in width to be contiguous to and running north to south along the east boundary of the Project Site, as situated following the Land Exchange and as shown in the Project Plans depicted in Exhibit B. 27. "Relocated South Gulfview" means that two (2)-lane, two-way public road approximately twenty-eight (28) feet in width and associated promenade or sidewalk, running north to south along the west boundary of the Project Site and running east to west along the north boundary ofthe Project Site, as situated following the realignment of South Gulfview as a result of the South Gulfview and Beach Walk Improvements. 4 28. "Resort Hotel" means the Hotel together the Interval Ownership Units proposed as part of the Project. 29. "Resort Hotel Units" means both Interval Ownership Units and Hotel Units. 30. "Second Street" means that proposed three (3)-lane, two-way public road approximately sixty (60) feet in width to be contiguous to and running east to west along the south boundary of the Project Site between Coronado and South Gulfview, the location ofwhich is depicted on Exhibit L hereto. 31. "Second Street Dedication" means that dedication by Developer to the City of a portion of the Developer's Property of approximately sixty (60) feet in width, as more fully described on Exhibit A-I hereto and recorded in O.R. Book 15085, Page 2109, Public Records of Pine lIas County, Florida. 32. "South Gulfview and Beach Walk Improvements" means (a) the realignment and construction of South Gulfview as a two (2) lane, two-way road approximately twenty-eight (28) feet in width and associated improvements ("South Gulfview Improvements") and (b) the construction of a promenade, a bicycle/skating path, a beachfront pedestrian path ("Beach Walk Improvements") as shown on Exhibit E hereto and as constructed by the City. 33. "Vacations of Rights of Way" means the abandonment by the City in favor of the Developer in furtherance of the goals and objectives of the Comprehensive Plan, of (a) the former right-of-way of First Street between the western boundary of the existing right of way of Coronado and the centerline of the existing right of way of South Gulfview ("First Street Vacation"), (b) the eastern half ofthe existing right-of-way of South Gulfview contiguous to the Developer's Property, which abandonment is anticipated to result in the addition to the Developer's Property of a parcel thirty-five (35) feet wide running along and contiguous to the western boundary of the Developer's Property to facilitate development of the Proj ect ("South Gulfview Vacation") and (c) other such miscellaneous parcels necessary to create the Proj ect Site. Such parcels and associated ordinances to be abandoned are more particularly described on Exhibit A-2 hereto. 1.02. Use of Words and Phrases. Words ofthe masculine gender shall be deemed and construed to include correlative words ofthe feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural as well as the singular number, and the word "person" shall include corporations and associations, limited liability companies, partnerships, any other business entity of a type recognized by law, including public bodies, as well as natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Agreement as a whole and not solely to the particular paragraph or section in which any such word is used. 1.03. Florida Statutes. All references herein to Florida Statutes are to Florida Statutes (2003), as amended from time to time. 5 ARTICLE 2. PURPOSE AND DESCRIPTION OF PROJECT. 2.01. Finding of Public Purpose and Benefit. The proposed Project, including the design, construction, completion and operation of the Project, and each part thereof, is hereby found by the parties hereto: (1) to be consistent with and in furtherance of the objectives ofthe Comprehensive Plan of the City, (2) to conform to the provisions of Florida law, (3) to be in the best interests ofthe citizens of the City, (4) to further the purposes and objectives of the City, including without limitation, the addition of resort hotel rooms adjacent to the beach providing for transient occupancy pursuant to the standards established hereunder, (5) to further the public interest on Clearwater Beach, and (6) to implement Beach by Design for South Gulfview, including the implementation of the South Gulfview and Beach Walk Improvements and the Palm Court easement area to be constructed as a part of the Project. 2.02. Purpose of Agreement. The purpose ofthis Agreement is to further the implementation of Beach by Design by providing for the development of the Project Site and to provide for the construction of certain public improvements, all to enhance the quality oflife, increase employment and improve the aesthetic and useful enjoyment of Clearwater Beach and the City, all in accordance with and in furtherance of the Comprehensive Plan of the City of Clearwater and as authorized by and in accordance with the provisions of Florida law. . 2.03. Scope of the Project. 1. The Project shall only include public parking, private parking, Resort Hotel and its approved accessory uses including restaurant, retail and spa uses as described in Sec. 2.03.1 and shall be developed in substantial conformity with the preliminary plans of development which are attached as Exhibit ~. The Project Site is within a "Community Redevelopment District," pursuant to the Pinellas County Planning Council's Rules, which authorizes an increase in hotel unit density pursuant to the provisions of Beach by Design. The intensity of permitted use on the Project Site shall be: a. Public Parking - Developer shall provide the Public Parking Spaces or payment in lieu of as part ofthe Proj ect. In addition, the Developer will make parking spaces within the Project available to the public on a space available basis. b. Private Parking - The Developer shall provide private parking spaces for use in connection with the Project. c. Hotel - The Hotel shall include 250 Hotel Units, a minimum of twenty thousand (20,000) square feet of Meeting Space and other amenities accessory to the Hotel, including, but not limited to restaurants, bars, exercise and spa facilities, outdoor recreation space, storage, back office and administration areas and other functional elements related to the Hotel, including not more than thirty-seven thousand (37,000) square feet ofretaill restaurant floor area. Hotel Units shall be required to be submitted to a rental program requiring that such units be available for overnight hotel guests on a transient basis at all times, subject to force majeure events or renovation activities making such rooms unavailable for occupancy. 6 d. Timeshare - The portion of the Resort Hotel where the Interval Ownership Units shall be located as shown on the Development Plan in Exhibit B. Such area shall include no more than the 200 Existing Hotel Units and shall not include the 250 Destination Resort Density Pool. 2. Minimum Quality Standards - In order to assure the high quality resort experience called for under this Agreement, all Hotel Units, shall be operated by a single hotel operator and all Interval Ownership Units shall be operated by a single operator, both of which shall meet the requirements as to operating standards set forth in Exhibit C of this Agreement. 3. The Developer has received Flexible Development approval to build four hundred and fifty (450) Resort Hotel Units consisting oftwo hundred and fifty (250) Hotel Units and two hundred (200) Interval Ownership Units within the Project pursuant to a Flexible Development Application. Notwithstanding anything to the contrary in this Agreement, Developer may choose to increase the number of Hotel Units by reducing the number of Interval Ownership Units as provided in the Flexible Development Approval so long as the Resort Hotel does not exceed 450 Resort Hotel Units. 4. Nothing shall preclude the Developer from developing or operating all or portions of the Project using any ownership format in any combination, provided such format and combination are permitted under Florida Statutes, including, without limitation, individual ownership, provided that the requirements as to availability for transient occupancy and as to a single hotel operatur set forth in 2.03 (1) (c) are satisfied. 5. Up to twenty-five percent (25%) ofthe Hotel Units, or such greater percentage, if any, which is permitted by the City's Land Development Regulations at the time of issuance of a building permit for the Hotel Units, may be suites with kitchens, including all typical kitchen equipment and amenities. In addition, partial kitchens or mini-kitchens may be permitted. One hundred percent (100%) ofthe Interval Ownership Units may have kitchens, including all standard kitchen equipment and amenities. 6. Notwithstanding any other provision of this Agreement, no occupancy in excess of thirty (30) consecutive days per stay shall be permitted in any Resort Hotel Unit. In addition, no Hotel Unit or Interval Ownership Unit shall be used as a primary or permanent residence and each Hotel Unit shall be required to be available to transient hotel guests and to be operated as described in Paragraph 2.03(1)( c). Prior to the issuance of a certificate of occupancy for the Resort Hotel, the Developer shall record a covenant and restriction which is enforceable by the City, substantially in accordance with Exhibit F, limiting the use and operation ofthe Interval Ownership Units and Hotel Units, implementing this paragraph. 7. As a condition ofthe allocation of Destination Resort Density Pool Units pursuant to the designation of Clearwater Beach as a Community Redevelopment District pursuant to the Pinellas County Planning Council's Rules, the Developer shall comply with each of the standards established in Beach by Design, including: 7 a. The Resort Hotel shall provide a full range of on and off site amenities for guests, including at least one full service restaurant, room service, valet parking, exercise facilities, pool, meeting areas and access to boating, fishing and golf off site or comparable amenities. Off site amenities may be provided through a concierge service. b. The Resort Hotel shall be operated as a national or international "flag" or as part of another comparable marketing affiliation or program which will ensure support of the repositioning of Clearwater Beach as a resort destination. The parties agree that membership in the American Automobile Association ("AAA"), the Mobil Travel Guide ("MTG"), or any other comparable organization approved by the City and maintaining the Hotel in a condition and quality level as more fully described in Exhibit C ("Minimum Quality Standards"), shall constitute compliance with the resort quality standards of Beach by Design. c. The Resort Hotel shall be of exceptional architectural design and shall be fitted with high quality finishes and furnishings. The parties agree that the architectural design depicted on Exhibit B meets this requirement. d. Prior to the issuance of a final certificate of occupancy for the Resort Hotel, the Developer shall record a covenant and restriction which is enforceable by the City substantially in the form of Exhibit F,limiting the use and operation ofthe Resort Hotel, obligating the Developer to develop, implement and operate, at all times when the Resort Hotel is open, a trip generation management program which shall include the provision of non-private automobile access to and from the Resort Hotel for Resort Hotel guests which shall include, at least an airport shuttle and "resort-provided transportation to off-site amenities and attractions. e. Prior to the issuance of a building permit authorizing the construction of the Project, the Developer shall record a covenant and restriction which is enforceable by the City, substantially in the form of Exhibit G, addressing the use and operation ofthe Resort Hotel, which is enforceable by the City, that obligates the Developer to close and vacate all persons (except for emergency personnel required to secure and protect the facilities) from all Resort Hotel Units within the Project as soon as practicable after the issuance of a hurricane watch by the National Hurricane Center which includes Clearwater Beach. 2.04. Cooperation of the Parties. The City and the Developer recognize that the successful development ofthe Project and each component thereofis dependent upon the continued cooperation of the City and the Developer, and each agrees that it shall act in a reasonable manner. Each party agrees to provide the other party with complete and updated information from time to time, with respect to the conditions such party is responsible for satisfying hereunder and make good faith efforts to ensure that such cooperation is continuous, the purposes ofthis Agreement are carried out to the full extent contemplated hereby and the Project is designed, constructed, completed and operated as provided herein. 8 ARTICLE 3. REGULATORY PROCESS. 3.01. Land Development Regulations. 1. Land Use Desi!!nation. The Project Site has a land use plan designation of Resort Facilities High and a zoning designation of Tourist. 2. Amendments to Comprehensive Plan & Land Development Re!!ulations. The City has amended the Comprehensive Plan of the City of Clearwater to recognize the Goals and Objectives set forth in Beach by Design and has designated Clearwater Beach as a Community Redevelopment District in accordance with Beach by Design, pursuant to Pinellas County Planning Council Rules. 3. Grant of Additional Hotel Units. Subject to the terms and conditions of this Agreement and compliance with applicable law, the City hereby allocates and grants to Developer from the Destination Resort Density Pool the right to build two hundred fifty (250) hotel rooms in addition to the Existing Hotel Units, making the Project Site eligible to contain a maximum of four hundred fifty (450) Resort Hotel Units. The allocation ofthe Destination Resort Density Pool Units shall expire and be of no further force and effect unless Developer completes payment of Developer's Pro Rata Share as provided in Paragraph 5.05 and the Commencement Date occurs on or before three (3) years after the Effective Date ofthis Agreement. Notwithstanding the foregoing, the Deveioper may request an amendment to this Agreement as provided by the Community Development Code. 3.02. Development Approvals and Permits. 1. Applications for Development Approval. The Developer shall prepare and submit to the appropriate governmental authorities, including the City, applications for approval of all plans and specifications necessary for the Project, and, except as expressly provided otherwise in this Agreement, shall bear all costs of preparing such applications, applying for and obtaining such permits, including payment of any and all applicable application, inspection, regulatory and impact fees or charges. The City shall, to the extent possible, expedite review of all applications. A list of all permits and approvals required to implement the provisions of this Agreement is attached as Exhibit H. The failure of this Agreement to address a particular permit, condition, or term of restriction shall not relieve the Developer ofthe necessity of complying with the law governing said permitting requirements, conditions, terms or restrictions. 2. City Cooperation and Assistance. The City shall cooperate with the Developer in obtaining all necessary Permits required for the construction, completion of the Project and its opening for business. If requested by the Developer and authorized by law, the City will join in any application for any Permit, or, alternatively, recommend to and urge any governmental authority that such Permit or Permits be issued or approved. 3. City Authority Preserved. The City's duties, obligations, or responsibilities under any paragraph ofthis Agreement, specifically including, but not limited to, this Paragraph 3.02, shall 9 not affect the City's right, duty, obligation, authority and power to act in its governmental or regulatory capacity in accordance with applicable laws, ordinances, codes or other building regulations. Notwithstanding any other provision of this Agreement, any required permitting, licensing or other regulatory approvals by the City shall be subj ect to the established procedures and substantive requirements ofthe City with respect to review and permitting of a project of a similar or comparable nature, size and scope. In no event shall the City, due to any provision of this Agreement, be obligated to take any action concerning regulatory or legislative approvals except through its established procedures and in accordance with applicable provisions oflaw. 4. Transportation Impact Fee Credits. The City shall, to the extent authorized by applicable law, allow the Developer a credit against the Developer's Pro Rata Share in the amount of transportation impact fees paid by the Developer to the City which are intended for use by the City for the South Gulfview and Beach Walk Improvements are described on Exhibit E hereto. To the extent such credits are lawfully available, the City shall also use its best efforts to secure from Pinellas County, Florida (the "County") a credit toward Developer's Pro Rata Share, of transportation impact fees intended for use by and collected by the County in connection with the Project. A schedule of Developer's Pro Rata Share is described in Exhibit N attached hereto. 3.03. Concurrency. 1. Concurrency Required. The parties hereto recognize and acknowledge that Florida law (specifically, Part II, Chapter 163, F. S., and Rule 9J-5, Florida Administrative Code, collectively the "Growth Management Act") imposes restrictions on development if adequate public improvements are not available concurrently with that development to absorb and handle the demand on public services caused by development. The City has created and implemented a system for monitoring the effects of development on public services within the City. The Developer recognizes and acknowledges it must satisfy the concurrency requirements of Florida law and the City's regulations as applied to this Project. 2. Reservation of Capacity. The City hereby agrees and acknowledges that, as ofthe Effective Date of this Agreement, the Project satisfies the concurrency requirements of Florida law. The City agrees to reserve the required capacity to serve the Project for the Developer and to maintain such capacity until three (3) years following the Effective Date. The City recognizes and acknowledges that the Developer will rely upon such reservation in proceeding with the Project. 3. Required Public Facilities. In addition to the obligations of the City and the Developer set out in Article 5 of this Agreement, the Public Utilities Department of the City will provide potable water service and sanitary sewer service to the Project. 10 ARTICLE 4. PLANS AND SPECIFICATIONS. 4.01. Plans and Specifications. 1. Responsibility for Preparation of Plans and Specifications. Except as otherwise expressly provided in this Agreement, the Developer shall be solely responsible for and shall pay the cost of preparing, submitting and obtaining approval of the Plans and Specifications for the Proj ect. 2. Use of Qualified Professionals. The Developer shall retain qualified professionals to prepare the Plans and Specifications and shall use reasonable efforts to cause such professionals to prepare the Plans and Specifications. ARTICLE 5. PROJECT DEVELOPMENT. 5.01. Ownership of Project Site. The Developer is the owner ofthe Project Site after effectuation of the Land Swap and First Street Dedication. 5.02. Project Site. The Project Site consists of the property more particularly described in Exhibit D. 5.03. City's Obligations. 1. Vacations of Rh!hts-of-Wav. The City Council has adopted ordinances vacating (a) the First Street Vacation, and (b) the South Gulfview Vacation, both as described on Exhibit A-2 subject to conditions contained therein. The City shall consider the adoption of an ordinance vacating a small parcel of land along South Gulfview Boulevard, as described in Exhibit C of Exhibit K as Parcel J. The City hereby acknowledges that Developer is relying on the City's vacation as described herein. The Developer acknowledges that the granting of such vacation is discretionary by the City Council. Furthermore, the City hereby acknowledges that some conditions set forth in vacation ordinances shown in Exhibit A-2 have been met. Regarding commencement date specified in such ordinance, City agrees to reconsider such date and consider an amendment to such ordinance to create consistency amongst all project-related deadlines. 2. Road Improvements. Vehicular traffic on Relocated South Gulfview shall be calmed to control speed on that portion of South Gulfview to the north and west of the Project to a design speed 0[20 miles per hour. 3. Permits. The City will cooperate and coordinate with the Developer with regard to all permit applications, including those to state agencies, and will facilitate or expedite, to the greatest extent possible, the permit approval process. 4. Cafe Seatin2. The City understands that the Developer intends to apply for all necessary permits and licenses for outdoor cafe seating in connection with the Project. In that 11 connection, the City shall consider Developer's application pursuant to the provIsions of the City's Land Development Regulations. 5. Palm Court Easement. Upon request by Developer, the City shall grant the Developer the ability to construct certain improvements in a portion of city property west of the Property and, in that connection, the City shall grant to the Developer an Easement Agreement as described in Exhibit J, which shall be executed and recorded prior to issuance of building permits. 6. Land Exchan2e. The City is the owner ofthat portion of South Gulfview abutting the north boundary of the Developer's Property as more particularly described as "Parcel I" in the Contract for Exchange of Real Property attached hereto as Exhibit K. The Developer is the owner of that property abutting the West houndary of Coronado Drive, described as "Parcel 2" in Exhibit K. The City and the Developer agree that said properties have a comparable appraised value for the purposes of S 2.01(d)(5)(iv) of the City Charter. The City and Developer agree to exchange said parcels as provided in !;Xhibit K and the Council hereby authorizes execution thereof. 7. Timelv Completion. The City and the Developer recognize the importance of the timely completion ofthe proposed Project and ofthe completion of So 11th Gulfview and Beach Walk Improvements, and tim<:: is deemed to be of the essence. The City considers this Agreement <is overall authority for the Developer to proceed to obtain all required permits, and agrees to implement a fast-track review, pennitting, and inspection program for the Project 8. Proiect Construction. The City agrees to reasonably cooperate with the Developer regarding the staging area necessary for the construction of the Project. The City agrees to the, Developer'S use of City property to the west ofthe Project Site, east of South Gulfview Boui<::vard, contingent upon the Developer returning such area to its improved condition within 30 days of receipt of certificate of occupancy. 5.04. Obligations of the Developer. I. Development and Operation of the Proiect. The Project shall be built and operated in accordance with the requirements set forth in this Agreement. The Resort Hotel which is a component ofthe Project, shall contain no more than two hundred and fifty (250) Hotel units and no more than two hundred (200) Interval Ownership Units. The Resort Hotel shall conform to the Minimum Quality Standard as provided for in Exhibit C. 2. Responsibility for On-Site Costs. Except as expressly stated otherwise in this Agreement, the Developer shall be responsible for all on-site costs relative to the development of the Project, including, to the extent Developer is obligated to provide them, the cost of construction, operation, and maintenance of the Public Parkmg Spaces. 3. Second Street. In conjunction with and conditIOned upon the Vacation of First Street, the Developer shall construct, at Developer's cost, all the necessary improvements for the Second Street, including pavement, sidewalks and streetscaping. Construction of Second Street shall be completed on or before the issuance of a final certificate of occupancy for the Project described in 12 the Second Amended and Restated Development Agreement for Property in the City of Clearwater between the City and Beachwalk Resort, LLC. A representative cross section reflecting such improvements is attached hereto as Exhibit L. 4. Public Parkin!! Spaces; Parking Protocol If applicable, the Developer may charge fees'to the public for use of the Public Parking Spaces, on terms and rates which are market-based and commensurate with terms and rates which are in effect for comparable beachfront, covered parking structures in Florida resort areas (the "Parking Fee"). Developer may retain all such fees, subject to taxes and similar impositions generally applicable to such income. Public Parking spaces within the Proj ect shall be no narrower than nine (9) feet and no shorter than eighteen (18) feet, and no two-way aisle shall be less than twenty four (24) feet in width. The Developer shall provide (i) eight (8) Public Parking Spaces, or (ii) may make payment to the City in lieu of providing such spaces of no more than $30,000 per space or $240,000 total. Such payment shall be calculated based on the total cost of City-provided public parking on Clearwater Beach, including but not limited to construction and land costs, but in no way shall exceed agreed upon price. The Developer shall implement the Parking Protocol described on Exhibit 0, which shall be applicable to all parking with in the Project. 5. Dedication of Palm Court easement area. The Palm Court easement area shall be open to the public and operated in accordance with the terms of the Easement Agreement. 6. Developer's Pro Rata Share. The Developer shall be responsible for its Pro Rata Share, less only the transportation impact fee credits which may be credited against the Developer's Pro Rata Share. The Developer's Pro Rata Share shall be determined and paid as follows: The City has completed construction of all of the South Gulfview and Beach Walk Improvements. The Developer has established a letter of credit, trust account or escrow facility for the payment of the Developer's Pro Rata Share (the "Share Payment Facility"). The Share Payment Facility makes provision for the City to be able draw down the Developer's Pro Rata Share in amounts equal to the percentage completion certified by the City Manager ofthe City multiplied times the Developer's Pro Rata Share. The Developer's Pro Rata Share is the Net Cost of the South Gulfview and Beach Walk Improvements multiplied by a fraction in which the front footage of the Project Site along the South Gulfviewand Beach Walk Improvements is the numerator and the total frontage along South Gulfview and Beach Walk Improvements is the denominator (the "Share Formula"). In the event that the Developer's Pro Rata Share is less than anticipated above, to the extent the City has received any payment in excess thereof, the City shall return to the Developer any such excess payment within thirty (30) days of such determination. In the event the Developer's Pro Rata Share exceeds the amounts received in payment thereof as of completion of the South Gulfview and Beach Walk Improvements, the Developer shall pay the City the difference within thirty (30) days of written request from the City. 13 7. Covenant of Unified Use. Prior to the issuance ofthe first building permit for the Project, the Developer hereby agrees to execute the covenant of unified use and development for the Project Site providing that the Project Site shall be developed and operated as a single project, the form of which covenant is attached as Exhibit J; provided however, that nothing shall preclude the Developer from selling the Interval Ownership Units or from selling all or a portion of the Developer's Property in the event that Developer determines not to construct the Project. It is understood and agreed that, in the event that the Developer enters into the anticipated covenant of unified use and development, and the Developer elects not to construct the Project and notifies the City of its election in writing, and, alternatively, as of the date of expiration, termination or revocation any rights of Developer to incorporate the Destination Resort Density Pool Units into the Project, the City shall execute and deliver to the Developer a termination of such covenant of unified use and development suitable for recording in the Public Records of Pinellas County, Florida. 8. Project Obli2ations. Developer intends to diligently pursue the redevelopment of the Project Site by pursuing (a) the preparation of Project Plans and Specifications, (b) approvals by governmental authorities necessary for development of the Project, (c) construction of various private improvements on the Project Site and (d) to the extent that a final certificate of occupancy is issued for the Project, the operation of the Project as a unified and integrated project", . The Developer shall take all actions necessary to maintain control of the Project Site from the Commencement Date until the Completion Date. 9. Dedications. As a condition ofthe issuance of a building permit for the Project, but contingent upon. the City effecting the Vacations of Rights-of-Way and the Land Exchange the Developer shall make the Second Street Dedication, the Coronado Dedication and effect the Land Exchange. ARTICLE 6. rINTENTIONALLY OMITTED.l ARTICLE 7. CONSTRUCTION OF THE PROJECT. 7.01 City Not in Privity. The City shall not be deemed to be in privity of contract with any contractor or provider of services with respect to the construction of any part of the Project not constituting all or any part of public improvements. 7.02 Construction Sequencing. The Developer shall construct the Project in a manner and fashion which will reasonably minimize the inconvenience experienced by property owners of Clearwater Beach and the residents ofthe City directly resulting from the construction ofthe Project. 7.03 Construction Plan. The Developer shall submit to the City a construction management plan. Such plan shall provide for the maintenance of or replacement of public improvements impacted by construction including but not limited to North and South Gulfview, Beach Walk, Coronado, Second Street and all associated green space, landscaping and streetscaping. ARTICLE 8. [INTENTIONALLY OMITTED] 14 ARTICLE 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER. 9.01. Representations and Warranties. The Developer represents and warrants to the City that each of the following statements is currently true and accurate and agrees the City may rely upon each of the following statements: 1. To the extent that the Developer is an entity, as opposed to a natural person, the Developer is duly organized and validly existing under the laws of the State of Florida, has all requisite power and authority to carry on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party, is qualified to do business in the State of Florida, and has consented to service of process upon a designated agent for service of process in the State of Florida. 2. This Agreement and, to the extent such documents presently exist in a form accepted by the City and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the Developer, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof: (i) requires the approval and consent of any other person, except such as have been duly obtained or as are specifically noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Developer, (iii) contravenes or results in any breach of, default under or results in the creation of any lien or encumbrance upon any property of the Developer under any indenture, illOltgage, deed of trust, bank loan or credit agreement, the Developer's Articles of Incorporation, Articles of Organization, or any other agreement or instrument to which the Developer is a party or by which the Developer may be bound. 3. This Agreement and, to the extent such documents presently exist in a form accepted by the City and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation ofthe Developer enforceable against the Developer in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. 4. There are no pending or, to the knowledge of the Developer, threatened actions or proceedings before any court or administrative agency against the Developer, or against any controlling unit holder, shareholder, officer or employee ofthe Developer which question the validity ofthis Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Developer. 15 5. The Developer has filed or caused to be filed all federal, state, local and foreign tax returns, if any, which were required to be filed by the Developer and has paid, or caused to be paid, all taxes shown to be due and payable on such returns or on any assessments levied against the Developer. 6. All information and other documentation, including that pertaining to the Project or the Developer, delivered by the Developer to the City was, to the best of the Developer's knowledge, on the date of delivery thereof, true and correct. 7. The principal place of business and principal executive offices ofthe Developer is in Tampa, Florida. 8. As ofthe Effective Date, the Developer will have the financial capability to carry out its obligations and responsibilities in connection with the development of the Project as contemplated by this Agreement, meaning that, as o[that date, Developer has the financial ability to retain professional services required to obtam the required approvals for and produce documentation required in connection with the Project and has the ability to seek financing for the construction of the Project. 9. The Developer has the experience, expertise, and capability to develop, cause the construction, and complete the Project and, oversee and manage the design, planning, construction, completion and opening for business of the Project, meaning that, to the extent that the Developer . does not hold the professionallicellses or possess the expertise required to execute any single aspect of the Project, such as, without limitation, a general contractor's license, the Developer has the expertise to retain and supervise such persons as are required to develop the Project. 9.02. Covenants. The Developer covenants with the City that until the earlier ofthe Termination Date (hereinafter defined) or the Expiration Date: 1. The Developer shall timely perform or cause to be performed all of the obligations contained herein which are the responsibility of the Developer to perform. 2. During each year that this Agreement and the obligations ofthe Developer under this Agreement shall be in effect, the Developer shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals and shall cause to occur those events contemplated by this Agreement that are applicable to, and that are the responsibility of, the Developer. 3. The Developer shall assist and cooperate with the City to accomplish the development of the Project by the Developer in accordance with the Plans and Specifications and this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts or agreements that are or will be applicable thereto. 4. Subsequent to the Effective Date, the Developer shall maintain its financial capability to develop, construct and complete the Project and shall promptly notify the City of any event, 16 condition, occurrence, or change in its financial condition which adversely affects, or with the passage of time is likely to adversely affect, the Developer's financial capability to successfully and completely develop, construct and complete the Project as contemplated hereby. ARTICLE 10. CITY REPRESENTATIONS, WARRANTIES AND COVENANTS. 10.01. Representations and Warranties. The City represents and warrants to the Developer that each of the following statements is currently true and accurate and agrees that the Developer may rely on each of the following statements: 1. The City is a validly existing body corporate and politic ofthe State of Florida, has all requisite corporate power and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party. 2. This Agreement and, to the extent such documents presently exist in a form accepted by the City and the Developer, each document contemplated or required by this Agreement to which the City is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the City, and neither the execution and delivery thereof, nor compliance with the terms and, provisions thereof or hereof(i) requires the \lpproval and . consent of any other party, except such as have been duly obtained or as are specifically noted herein, ~il) contravenes any existing law, judgment, governmental mle, regulation or order applicable to or binding on the City, (iii) contravenes or results in any breach of, or default under or, other than as contempl~ted by this Agreement, results in the creation of any lien or encumbrance npon any property of the City under any indenture, mortgage, deed of tmst, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrumerit to which the City is a party, specifically including any :;ovenants of any bonds, notes, or other forms of indebtedness of the City outstanding on the Effective Date. 3. This Agreement and, to the extent such documents presently exist in a form accepted by the City and the Developer, each document contemplated or required by this Agreement to which the City is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of the City enforceable against the City in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. 10.02.Covenants. The City covenants with the Developer that until the earlier ofthe Termination Date or the Expiration Date: I. The City shall timely perform, or cause to be performed, all of the obligations contained herein which are the responsibility of the City to perform. 2. During each year that this Agreement and the obligations of the City under this Agreement shall be in effect, the City shall cause to be executed and to continue to be in effect those 17 instruments, documents, certificates, permits, licenses and approvals, and shall cause to occur those events contemplated by this Agreement that are applicable to and are the responsibility of the City. 3. The City shall assist and cooperate with the Developer to accomplish the development of the Project in accordance with this Agreement and the Plans and Specifications, will carry out its duties and responsibilities contemplated by this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will be applicable thereto, and, to the extent permitted by law, the City will not enact or adopt or urge or encourage the adoption of any ordinances, resolutions, rules regulations or orders or approve or enter into any contracts or agreements, including issuing any bonds, notes, or other forms of indebtedness, that will result in any provision of this Agreement to be in violation thereof. 4. Except for the demolition of existing structures on the Project Site and the removal of objects from the Project Site as contemplated by this Agreement, the City shall not permit, commit, or suffer any waste or impairment to the Project Site, nor shall the City request or recommend any rezoning of the Project Site, or any part thereof, which will prevent or adversely affect the development of the Project. ARTICLE 11. DEFAULT; TERMINATION. 11.01. Project Default by the Developer. 1. There shall be an "event of default" by the Developer pertaining to the entire Project if the Developer shall fail to substantially perform or comply with any material provision of this Agreement applicable to it within the time prescribed therefor. 2. a. If an event of default by the Developer described in subparagraph (1) above shall occur, the City shall provide written notice thereof to the Developer, and, if such event of default shan not be cured by the Developer within thirty (30) days after receipt of the written notice from the City specifying in reasonable detail the event of default by the Developer, or if such event of default is of such nature that it cannot be completely cured within such time period, then if the Developer shall not have commenced to cure such default within such thirty (30) day period and shall not have diligently prosecuted such cure to completion within such reasonable longer period of time as may be necessary (provided, however, if the Developer is proceeding diligently and in good faith, the curative period shall be extended for a period of not exceeding six (6) months without any approval or consent of the City being required, but such approval will be required if the curative period is to be extended beyond six (6) months after the notice of default has been given by the City to the Developer, and such extended curative period may be ended by the City electing to do so upon any Project lender finding the Developer to be in default of any Project financing and the curative period therefor has expired without such event of default being cured) then, in addition to any remedy available herein, the City may terminate this Agreement or pursue any and all legal or equitable remedies to which the City is entitled, provided, however, if the Developer shall fail to cure such event of default within said thirty (30) day or longer period or ceases to proceed diligently to timely cure such event of default, then the City may proceed to enforce other available remedies without providing any additional notice to the Developer. 18 b. Any attempt by the City to pursue any ofthe above referenced remedies will not be deemed an exclusive election of remedy or waiver of the City's right to pursue any other remedy to which either may be entitled. c. Any time periods or deadlines provided in this Agreement shall be tolled or extended by the amount of time to cure any event of default hereunder if such event affects the Developer's or City's ability to perform by such deadline or the expiration of such period. 3. Notwithstanding any provision ofthis paragraph, a default by the Developer shall not affect the title of any timeshare unit or common area conveyed by the Developer to an unrelated third party or to a timeshare association which is not controlled by the Developer. 11.02. Default by the City. 1. There shall be an "event of default" by the City under this Agreement in the event the City shall fail to substantially perform or comply with any material provision of this Agreement applicable to it. 2. a. If an event of default by the City described in 11.02(1) shall occur, the Developer shall provide written notice thereof to the City, and, after expiration of any applicable curative period equivalent to that described in Paragraph 11.01(2)(a) above, Developer may terminate. this Agreement, institute an action to compel specific performance of the ternIS hereof by the. City or pursue any and all legal or equitable remedies to which the Developer is ~ntitled. b. Any attempt by the Developer to pursue any ofthe above referenced remedies will not bedeemed an exclusive election of remedy or waiver ofthe Developer's right to pursue any other remedy to which it might be entitled. c. Any time periods or deadlines provided in this Agreement shall be tolled or extended by the amount of time to cure any event of default hereunder if such event affects the Developer's or City's ability to perform by such deadline or the expiration of such period. 11.03. Obligations, Rights and Remedies Cumulative. Unless specifically stated herein to the contrary, the specified rights and remedies to which either the City or the Developer are entitled under this Agreement are not exclusive and are intended to be in addition to any other remedies or means of redress to which the City or the Developer may lawfully be entitled and are not specifically prohibited by this Agreement. The suspension of, or delay in, the performance of its obligations by the Developer while the City shall at such time be in default of its obligations hereunder shall not be deemed to be an "event of default." The suspension of, or delay in, the performance of the obligations by the City while the Developer shall at such time be in default of its obligations hereunder shall not be deemed to be an "event of default" by the City. 11.04. Non-Action on Failure to Observe Provisions of this Agreement. The failure ofthe City or the Developer to promptly or continually insist upon strict performance of any term, covenant, 19 condition or provision of this Agreement, or any exhibit hereto, or any other agreement, instrument or document of whatever form or nature contemplated hereby shall not be deemed a waiver of any right or remedy that the City or the Developer may have, and shall not be deemed a waiver of a subsequent default or nonperformance of such term, covenant, condition or provision. 11.05. Termination Certificate. I. In the event of a termination ofthis Agreement for any reason prior to the Expiration Date, each of the parties hereto do covenant and agree with each other to promptly execute a certificate prepared by the party electing to terminate this Agreement, which certificate shall expressly state that this Agreement has been terminated in accordance with its terms, is no longer of any force and effect except for those provisions hereof which expressly survive termination, that the rights, benefits, duties and obligations of the parties hereto have been terminated and released (subject to those surviving provisions hereof) and that the Project Site is no longer entitled to the benefits and rights granted in this Agreement and is no longer subj ect to any restrictions, limitations or encumbrances imposed by this Agreement. Such certificate shall also state the date as of which such termination is effective (the "Termination Date"). Notwithstanding anything to the contrary in this Agreement, neither party shall have the right to require the other party to agree to a termination of this Agreement. 2. The certificate described in subparagraph (1) shall be prepared in a form suitable tor . recording and promptly after execution by all of the parties hereto shall be rec.orded in the public records of Pinellas County, Florida. ARTICLE 12. RIGHT TO CONTEST. 12.01. Rightto Contest. The Developer may, at its sole discretion and expense, after prior written notice to the City, contest by appropriate action or proceeding, conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any lien, any payment of any taxes, assessments, impact fees or other public charges of a similar nature that may from time to time be levied upon or assessed by any appropriate governmental authority against the Developer, the Project (or any part thereof), the Project Site, furniture, fixtures, equipment or other personal property thereon, and the revenues generated from the use or operation of any or all ofthe above, any other payment specifically identified in this Agreement, or compliance with any law, rule, regulation, or other such legal requirement. Notwithstanding the foregoing, the Developer may not contest impact fees or other public charges of a similar nature levied by the City after such fees have been paid by the Developer and received by the City. ARTICLE 13. ARBITRATION. 13.01. Agreement to Arbitrate. Only as specifically provided in this Agreement and only if any judicial or administrative action or proceeding has not been commenced with regard to the same matter and, if so, the party hereto commencing such action has not dismissed it, any disagreement or dispute between the parties may be arbitrated in the manner set forth in this Article 14. All parties hereby agree such arbitration, once commenced, shall be the exclusive procedure for resolving such 20 disagreement or dispute and agree to be bound by the result of any such arbitration proceeding unless all parties mutually agree to terminate such proceeding prior to decision. If any arbitration proceeding under this part adversely affects the performance of any party hereunder, then any time periods provided herein for such performance by that party shall be tolled during the pendency ofthe arbitration proceeding affecting such performance. 13.02. Appointment of Arbitrators. 1. a. Unless accelerated arbitration as provided in Paragraph 14.08 hereof is invoked, any party invoking arbitration herewith shall, within five (5) days after giving notice of impasse in the dispute resolution process or upon the expiration of the time period for such arbitration to be invoked, give written notice to that effect to the other party, and shall in such notice appoint a disinterested person who is on the list of arbitrators having at least ten (10) years of experience in litigating complex civil disputes maintained by the American Arbitration Association ("qualified arbitrator") or a disinterested person not on such list to whom an objection is not made by any other party hereto within five (5) days of receipt of the notice of such appointment as the arbitrator or, if more than one (1) arbitrator is to be appointed, as one of the arbitrators. b. Within ten (10) days after receipt ofthe notice described in subparagraph (1), the other party shall by written notice to the original party acknowledge that arbitration has been invoked as permitted by this Agreement, and shall either accept and approve the appointment of such , individual set forth in the original notice as a sole <;lxbitrator or shall appoint one (1) disinterested . person per party of recognized competence in such field as an arbitrator. 2. a. If two (2) arbitrators are appointed pursuant to subparagraphs (a) and (b) above, the arbitrators thus appointed shall appoint a third disinterested person who is on the list ~f qualified arbitrators maintained by the American Arbitration Association, and such three (3) arbitrators shall as promptly as possible determine such matter. b. If the second arbitrator shall not have been appointed as provided in subparagraphs (a) and (b), the first arbitrator shall, after ten (10) days notice to the parties, proceed to determine such matter. c. Ifthe two (2) arbitrators appointed by the parties pursuant to subparagraphs (a) and (b) shall be unable to agree within fifteen (15) days after the appointment ofthe second arbitrator upon the appointment of a third arbitrator, they shall give written notice of such failure to agree to the parties, and, if the parties then fail to agree upon the selection of such third arbitrator within fifteen (15) days thereafter, then within ten (10) days thereafter each of the parties upon written notice to the other parties hereto may request the appointment of a third arbitrator by the office in or for the State of Florida (or if more than one office, the office located closest to the City) of the American Arbitration Association (or any successor organization thereto), or, in its absence, refusal, failure or inability to act, request such appointment of such arbitrator by the United States District Court for the Middle District of Florida (which request shall be filed in the division of that court responsible for the geographic area including the City), or as otherwise provided in Chapter 682, F. S., known and referred to as the Florida Arbitration Act, as amended. 21 13.03. General Procedures In any arbitration proceeding under this part, the parties shall each be fully entitled to present evidence and argument to the sole arbitrator or panel of arbitrators. The arbitrator or panel of arbitrators shall only interpret and apply the terms of this Agreement and may not change any such terms, or deprive any party to this Agreement of any right or remedy expressed or implied in this Agreement, or award any damages or other compensation to any party hereto. The arbitration proceedings shall follow the Commercial Arbitration Rules and procedures of the American Arbitration Association (or any successor organization thereto), unless specifically modified by this Agreement, or as then agreed to by the parties hereto. 13.04. Majority Rule. In any arbitration proceeding under this part, the determination of the majority of the panel of arbitrators, or ofthe sole arbitrator if only one (1) arbitrator is used, shall be conclusive upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator or panel of arbitrators shall give written notice to the parties stating hIS or their determination and specific findings which form the basis therefor within thirty (30) days after the conclusion of the hearing or final submission of all evidence or argument. 13.05. Replacement of Arbitrator. In the event ofthe failure, refusal or inability of any arbitrator to serve as such, promptly upon such determination being made by the affected arbitrator, the affected arbitrator shall gi ve notice to the other two (2) arbitrator~ (if applicable) and to the patties hereto, and then a new arbitrator shall be promptly appointed as a replacement, which appointment ,shall. be made by the party or the arbi trators who appointed the atIected arbitrator in the same manne:, as provided for in the uriginal appointment of the affected arbitrator in Paragraph 14.02 hereof. 13.06. Decision of Arbitrators. 1. If any decision reached by arbitration as provided in this part requires perfonnanc~ by the Developer, the Developer covenants and agrees to comply with any decision of the arbitrator(s) promptly after the date of receipt by the Developer of such decision, and to continue such performance to completion with due diligence and in good faith. 2. If any such decision requires performance by the City, the City covenants and agrees to comply promptly with any decision reached by arbitrators promptly after the date of receipt by the City of such decision, and to continue such performance to completion with due diligence and in good faith. 3. Nothing in this part, nor in any arbitration decision rendered under this part, shall be construed to require any payment by the City to the Developer not otherwise provided for herein 13.07. Expense of Arbitration. The expenses of any arbitration proceeding pursuant to this part shall be borne equally by the parties to such proceeding, provided, however, for the purpose of this Paragraph 13.07, "expenses" shall include the fees and expenses ofthe arbitrators and the American Arbitration Association with respect to such proceeding, but shall not include attorneys' fees or expert witness fees, or any costs incurred by attorneys or expert witnesses, unless (and to the extent) 22 agreed to by the parties to such proceeding, which in the absence of such Agreement shall be the responsibility Qfthe party incurring such fees or costs. 13.08. Accelerated Arbitration. 1. a. If either ofthe parties to any arbitration proceeding under this part determines the matter for arbitration should be decided on an expedited basis, then after an initial election to invoke arbitration pursuant to Paragraph 13.02 hereofhas been made, either party to such proceeding may invoke accelerated arbitration by giving notice thereofto the other party no later than three (3) days after arbitration has been initially invoked and the other party does not object within three (3) days thereafter. b. Accelerated arbitration, for purposes of this Paragraph 13.08, shall be accomplished by either party notifying the American Arbitration Association (or any successor organization thereto) that the parties have agreed to have a single qualified arbitrator be appointed by the American Arbitration Association (or any successor organization thereto) with the consent ofthe parties to such proceeding within three (3) days after receipt ofthe request and to decide such matter within five (5) days after such appointment. c. If an arbitrator is not so appointed with consent of the parties to the proceeding within three (3) days after the notice referred to in subparagraph (2) is received by the . Ainerican Arbitraticm Association, the accelerated proceeding under this Paragraph l3.08 shall terminate and the procedures otherwise set forth in this Aniele 13 shall apply, unless the parties mutually agree to an extension of such time period. 2. The Developer and the City hereby agree to use such accelerated procedure only when reasonably necessary, to not contest the appointment ofthe arbitrator or his or her decision except as may be permitted by law, and that all other provisions ofthis part, except as are in conflict with this Paragraph 14.08, remain in effect and applicable to an accelerated arbitration proceeding. 13.09. Applicable Law. To the extent not inconsistent with this article, any arbitration proceeding under this article shall be governed by the provisions of Chapter 682, Florida Statutes, as amended, known and referred to as the Florida Arbitration Code. 13.10. Arbitration Proceedings and Records. Any arbitration hearing under this article shall be considered a meeting subject to Section 286.011, F. S., and shall be open to any member of the public. Unless otherwise rendered confidential pursuant to or by the operation of any applicable law or order (other than an order by a sale arbitrator or a panel of arbitrators acting under this part), the record of such proceedings shall be a public record under Chapter 119, F. S. 23 ARTICLE 14. UNAVOIDABLE DELAY. 14.01. Unavoidable Delay. 1. Any delay in performance of or inability to perform any obligation under this Agreement (other than an obligation to pay money) due to any event or condition described in subparagraph (2) as an event of "Unavoidable Delay" shall be excused in the manner provided in this Paragraph 14.01. 2. "Unavoidable Delay" means any of the following events or conditions or any combination thereof: acts of God, litigation which has the effect of precluding reasonable satisfaction of the obligations of this Agreement, acts of a public enemy, riot, insurrection, war, pestilence, archaeological excavations required by law, unavailability of materials after timely ordering of same, epidemics, quarantine restrictions, freight embargoes, fire, lightning, hurricanes, earthquakes, tornadoes, floods, extremely abnormal and excessively inclement weather (as indicated by the records of the local weather bureau for a five-year period preceding the Effective Date), strikes or labor disturbances, delays due to proceedings under Chapters 73 and 74, F. S., restoration in connection with any of the foregoing or any other cause beyond the reasonable control ofthe party. performing the obligation in question, including, without limitation, such causes as may arise from the act ofthe other party to this Agreement, or acts of any governmental authority (except that acts of the City shall not constitute an Unavoidable Delay with respect to performance by the City). 3. An application by any party hereto (referred to in this subparagraph (3) and in subparagraph (4) as the "Applicant") for an extension oftime pursuant to this subparagraph must be in writing, must set forth in detail the reasons and causes of delay, and must be filed with the other party to this Agreement within seven (7) days following the occurrence of the event or condition causing the Unavoidable Delay or seven (7) days following the Applicant becoming aware (or with the exercise of reasonable diligence should have become aware) of such occurrence. 4. The Applicant shall be entitled to an extension oftime for an Unavoidable Delay only for the number of days of delay due solely to the occurrence of the event or condition causing such Unavoidable Delay and only to the extent that any such occurrence actually delays that party from proceeding with its rights, duties and obligations under this Agreement affected by such occurrence. ARTICLE 15. RESTRICTIONS ON USE. 15.01. Restrictions on Use of Project Site. Prior to the earlier of the Termination Date or the Expiration Date, no use ofthe Project, other than as described in Paragraph 2.03, shall be permitted, other than the operation or modification of improvements existing on the Effective Date until those improvements are demolished, unless and until the Developer or the person, if other than the Developer, intending to so use the Project or Project Site, shall file with the City a request for a release from the restriction imposed by this paragraph. The City Council shall promptly consider such request and either deny the request, approve the request as filed, or approve the request subject to such terms, conditions and limitations as the City may reasonably require in connection with the pursuit ofthe development described in this Development Agreement. Unless specifically requested 24 and approved, a release ofthe restriction imposed by this paragraph shall not release the Developer from any obligations or restrictions imposed by this Agreement or any agreement, instrument or document contemplated hereby. ARTICLE 16. MISCELLANEOUS. 16.01. Assignments. 1. By the Developer. a. Prior to the COP.1l1lencement Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Project, or any part thereof, only with the prior written consent of the City, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the terms of this Agreement the same as the Developer for such part of the Project as is subject to such sale, conveyance, assignment or other disposition. b. If the assignee of the Developer's right, title, interest and obligations in and to the Project, or any part thereof assumes all of the Developer's obligations hereunder for the Project, or that part subject to such sale, conveyance, assignment or other disposition, then the Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the City agrees to execute an instrument evidencing such release, which shall be in recordable form. c. An assignment of the Project, or any part thereof, by the Developer to any corporation, limited partnership, limited liability company, general partnership, or joint venture, in which the Developer (or an entity under common control with Developer) has either the controlling interest or through a joint venture or other arrangement shares equal management rights and maintains such controlling interest or equal management rights shall not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or transfers imposed by this Section 18.01, provided, however, that notice of such assignment shall be given by the Developer to the City not less than thirty (30) days prior to such assignment being effective and the assignee shall be bound by the terms of this Agreement to the same extent as would the Developer in the absence of such assignment. d. No aSSIgnee, purchaser, sublessee or acquirer of all or any part of the Developer's rights and obligations with respect to anyone Parcel shall in any way be obligated or responsible for any of the Developer's obligations with respect to any other Parcel by virtue of this Agreement unless and until such assignee, purchaser, sublessee or acquire has expressly assumed the Developer's such other obligations. e. Notwithstanding any other provision of this paragraph, the sale of individual Interval Ownership Units in the ordinary course of business shall not be subject to the requirements of this paragraph. 25 16.02. Successors and Assigns. The terms herein contained shall bind and inure to the benefit ofthe City, and its successors and assigns, and the Developer and, as applicable to the parties comprising Developer, their personal representatives, trustees, heirs, successors and assigns, except as may otherwise be specifically provided herein. 16.03. Notices. 1. All notices, demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer: To the City: K & P Clearwater Estate, LLC Attn: Dr. Kiran C. Patel 5600 Mariner, Suite 200 Tampa, FL 33609 City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 Attn: City Manager with copies to: with copies to: ED. Armstrong III, Esquin: 911 Chestnut Street Clearwater, FL 33767 Pamela K. Akin, Esquire Clearwater City Attorney 112 S. Osceola Avenue, 3rd Floor Clearwater, FL 33756 2. Notices given by courier service or by hand delivery shall be deemed received upon delivery, and notices given by mail shall be deemed received on the third (3rd) business day after mailing. Refusal or failure by any person to accept delivery of any notice delivered to the office at the address indicated above (or as it may be changed) shall be deemed to have been an effective delivery as provided in this Paragraph 16.03. The addresses to which notices are to be sent may be changed from time to time by written notice delivered to the other parties. Until notice of change of address is received as to any particular party hereto, all other parties may rely upon the last address gIven. 16.04. Applicable Law and Construction. The laws of the State of Florida shall govern the validity, performance and enforcement of this Agreement. This Agreement has been negotiated by the City and the Developer and the Agreement, including, without limitation, the exhibits, shall not be deemed to have been prepared by the City or the Developer, but by both equally. 26 16.05. Venue; Submission to Jurisdiction. 1. For purposes of any suit action, or other proceeding arising out of or relating to this Agreement, the parties hereto acknowledge, consent to, and agree that venue thereof is Pinellas County, Florida. 2. Each party to this Agreement hereby submits to the jurisdiction of the State of Florida, Pinellas County and any federal courts having jurisdiction, for the purposes of any suit, action, or other proceeding arising out of or relating to this Agreement and hereby agrees not to assert by way of a motion as a defense or otherwise that such action is brought in an inconvenient forum or that the venue of such action is improper or that the subject matter thereof may not be enforced in or by such courts. 3. If at any time during the term of this Agreement the Developer (or any of its permitted successors and assigns) is not a resident of Florida and, to the extent required by law, does not register with the State of Florida the identity and location within the State of its registered agent for purposes of service of process and, otherwise has no officer, employee or other agent available for service of process within the State ofF~orida, the Dev.eloper hereby designates the Secretary of State, State of Florida, its agent for the service of process in any court action between it and the City arising out of or relating to this Agreement, and such service shall be made as provided by the laws of the State of Florida for service upon a non-resident; provided, however, that at the time of service on the Florida Secretary of State, a copy of such service shall be delivered to the Developer at the address for notices as provided in Paragraph 16.03. 16.06. Estoppel Certificates. The City shall at. any time and from time to time, upori not less than ten (10) days prior notice by Developer, execute, acknowledge and deliver (Q the Developer and other persons reasonably designated by Developer a statement in recordable form certifying, to the extent true, that this Agreement has not been modified and is in full force and effect (or, if there have been modifications, that the said Agreement, as modified, is in full force and effect and setting forth a notation of such modifications), and that, to the knowledge of the City, neither it nor Developer is then in default hereof (or if either party is then in default hereof, stating the nature and details of such default), it being intended that any such statement delivered pursuant to this Paragraph 16.06 maybe relied upon by any prospective purchaser, mortgagee, lender, successor, assignee of any mortgage or assignee of the respective interest in the Developer or the Project, if any, of any party made in accordance with the provisions of this Agreement. 16.07. Complete Agreement; Amendments. 1. This Agreement, and all the terms and provisions contained herein, including, without limitation, the exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements, whether written or oral. 2. Any provision of this Agreement shall be read and applied in pari materia with all other provisions hereof. 27 3. This Agreement cannot be changed or revised except by wri tten amendment signed by all parties hereto. 16.08. Captions. The article and paragraph headings and captions ofthis Agreement and the table of contents preceding this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any article, paragraph, subparagraph, or provision hereof. 16.09. Holidays. It is hereby agreed and declared that whenever a notice or performance under the terms of this Agreement is to be made or given on a Sa.turday or Sunday or on a legal holiday observed in the City, it shall be postponed to the next following business day. 16.10. Exhibits. Each exhibit referred to and attached to this Agreement is an essential part ofthis Agreement. The exhibits and any amendments or revisions thereto, even if not physically attached hereto shall be treated as ifthey are part of this Agreement. 16.11. No Brokers. The City and the Developer hereby represent, agree and acknowledge that no real estate broker or other person is entitled to claim or to be paid a commission as a result of the execution and delivery of this Agreement, including any of the exhibits. 16.12. Not Agents. During the tenn of this Agreement, neither party hereunder is an agent of the other party with respect to any and all services to be performed by such other party (and any of its agents, assigns, or successors) with respect to or in connection with the Project. 16.13. Recording of Development Agreement. Pursuant to S 163.3239, Florida Statutes (2004), the City shall record this Agreement in the public records of Pin ell as County, Florida, within fourteen (14) days after City Council approval of this Agreement. The Developer shall pay the cost of such recording. A copy of the recorded development agreement shall be submitted to the state land planning agency within fourteen (14) days after the agreement is recorded. 16.14 Public Purpose. The parties acknowledge and agree that this Agreement satisfies, fulfills and is pursuant to and for a public purpose and municipal purpose and is in the public interest, and is a proper exercise of the City's power and authority. 16.15. No General Obligation. In no event shall any obligation ofthe City under this Agreement be or constitute a general obligation or indebtedness of the City, or a pledge of the ad valorem taxmg power of the City within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. Neither the Developer nor any other party under or beneficiary of this Agreement shall ever have the right to compel the exercise ofthe ad valorem taxing power ofthe City or any other governmental entity or taxation in any form on any real or personal property to pay the City's obligations or undertakings hereunder. 28 16.16. Other Requirements of State Law. Nothing in this Agreement shall be deemed to relieve either party from full compliance with any provision of State law which is applicable to any of the obligations or under takings provided for in this Agreement. In the event that this Agreement omits an obligation to comply with any provision of State law in regard to any of the obligations or undertakings provided for in this Agreement, it is the intention of the parties that such applicable State law shall be deemed incorporated into this Agreement and made a part thereof. In the event that there is any conflict between the provisions of this Agreement and applicable State law, it is the intention ofthe parties that the Agreement shall be construed to incorporate such provisions of State law and that such provisions shall control. 16.17. Technical Amendments. In the event that due to minor inaccuracies contained herein or any exhibit attached hereto or any other agreement contemplated hereby, or due to changes resulting from technical matters arising during the term ofthis Agreement, the parties agree that amendments to this Agreement required due to such inaccuracies, unforeseen events or circumstances which do not change the substance ofthis Agreement may be made and incorporated herein. The City Manager is authorized to approve such technical amendments on behalf of the City and is authorized to execute any required instruments, to make and incorporate such amendment to this Agreement or any exhibit attached hereto or any other agreement contemplated hereby. 16.18. Term; Expiration; Certificate. 1. If not earlier terminated, this Agreement shall expire and no longer be of any force and effect on the 10th anniversary of the Effective Date (the "ExpiratIon Date"). 2. Upon completion of the term of this Agreement, all parties hereto shall execute an Agreement Expiration Certificate. The Agreement Expiration Certificate shall constitute (and it shall be so provided in the certificate) a conclusive determination of satisfactory completion of all obligations hereunder and the expiration of this Agreement. 3. In the event of any dispute as to whether any party is required to execute the Agreement Expiration Certificate, the dispute shall be resolved by arbitration as provided in Article 13. 4. The Agreement Expiration Certificate shall be in such form as will enable it to be recorded in the public records of Pine lIas County, Florida. Following execution by all ofthe parties hereto, the Agreement Expiration Certificate shall promptly be recorded by the Developer in the public records of Pinellas County, Florida and the Developer shall pay the cost of such recording. 16.19. Approvals Not Unreasonably Withheld. The parties hereto represent that it is their respective intent as ofthe Effective Date and do covenant and agree in the future that all approvals, consents, and reviews will be undertaken and completed as expeditiously as possible, in good faith, and will not be arbitrarily or unreasonably withheld or delayed, unless otherwise expressly authorized by the terms of this Agreement. 29 16.20. Effective Date. As provided by SI63.3239, Florida Statutes (2008), this agreement will become effective after being recorded in the public records in the county and 30 days after having been received by the state land planning agency. [Signature page follows] 30 IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals below. The City Florida of Clearwater, Florida Attest: By: By: City Clerk Mayor Lij: to form: Pamela . Akin City Attorney State of Florida ) CQunty of Pinellas ) The foregoing instrument was acknowledged before me this _____ day of_____________, 2008, by _ _______._.____._____.__ and m_____' Mayor and City Clerk, respectively, for the City of Clearwater, Florida, on behalf of the City. By Signature of"N'otary Public My Commission Expires: Printed, typed or stamp 31 Witnesses: K & P CLEARWATER ESTATE, LLC, a Florida limited liability company By: K & P Partners Limited Partnership, a Florida limited Partnership, Manager By: K & P Holding, L.c., a Florida limited liability company, General Pa ner \ tL{L~r2J' R~bY..~. Moeh.ri:t~ gsty~yk State of Florida ) County of Pinellas ) The foregoing instrument was acknowledged before me this 110_ day of _!!~:vember __' 2008. by Kiran C. Patel, Managing Member of K & P Holding, L.c., a Florida limited liability company. General Partner of K & P Partners Limited Partnership, a Florida limited partnership. Manager of K & P CLEAR WATER ESTATE, LLC, a Florida limited liabiiity company, on behalf of the corporation, who is personally known to me or~d ________ -~ -idt'-Frti~rr:- r- BV~f~~~ My Commission Expires: Printed, typed or stamp ,,"V't', J E S ':-9."i-~'M',~~, a Y n e . ears ;:[ "i~ Commission # 00449633 ~~.. . ,..:::: Expires September 2, 2009 , I~OO~OO<l T"'l' ~1Ii" 'lno.,__. In.. 800.385-701~ 11/14/20089:36 AM 49313.115456 #463651 v2 - TRO/Patel Development Agreement.final 32 EXHIBIT A DEVELOPER'S PROPERTY Parcel I: Lot I, Block" A", COLUMBIA SUBDIVISION, according to plat thereof recorded in Plat Book 23, Page 60, Public Records of Pine lIas County, Florida, together with the vacated Southerly I foot of Gulf View Boulevard adjacent to said Lot I, and the vacated westerly I foot of Coronado Drive adjacent to said Lot I, said vacated portions being shown by Resolution filed November 27, 1959, in O.R. Book 757, Page 40, Public Records of Pine lIas County, Florida, and also Lots 44, 45, 46,47, 90,91,92,93,94,95,96 and 97, THE LLOYD-WRITE-SKINNER SUBDIVISION, according to plat thereof recorded in Plat Book 13, Pages 12 and 13, Public Records of Pinellas County, Florida, together with the vacated westerly 1.86 feet of Coronado Drive adjacent to said Lot 93. Parcel II: Lots 48,49,50, 51, 52 and 98, The Lloyd- White-Skinner Subdivision, according to the map or plat thereof as recorded in Plat Book 13, Page 12, Public Records of Pinellas County, Florida. Parcel III: Lot 55, North 40 feet of Lot 56, South 20 feet of Lot 101, all of Lot 102, and the North 30 feet of Lot 103, LLOYD- WHITE-SKINNER SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 13, pages 12 and 13, Public Records of Pin ell as County, Florida. Lots 53, 54, 99, 100 and the Northerly 30 feet of Lot 101, LLOYD-WHITE-SKINNER SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 13, pages 12 and 13, Public Records of Pinellas County, Florida. EXHffiIT A-I First Street Dedication. Ii: :2006158424 BK: 15085' 'PG: 2109, 04/28/2006 at'l1: 04 AM, RECORDING 1 PAGES $10.00 :D DOC STAMP COLLECTION $3500.00 KEN BURKE, CLERK OF COURT PINELLAS COUNTY, FL BY DEl;'UTY CLERK: CLKSP18 f '\ C}\ DocUment Preplred by & return to: t:..,-:-V KENNETH G. ARSENAULT, JR. . . t.j ) '.' , < TITLE A-G~CY OF FLORIDA, INC. ".....:.:..... ': 10225 U1merton'Rd. Suite 2 '. ( (\ Y' .Largo.FL 33771 .->J Parcel #' 1,/ ') File #06"066 \ \.5 . '-..... .... . . . .:..' <"'-tr WARRANTYDEED'., . . : '.' . 't--:" '..:./. . ..' .: ' . '. '. THISlND~~~~thia' "~Ot11 dayof'~arc~ 2006, between K&PcLEARWATERESTATE,LLC,~, Florida limited liability ;~y' , hereinafter called.the Grantor, to THE CITY OF CLEARWATER, FLORIDA; . a ,.Florida municipal corP6~iD\l>'hereinafter called the Grantee-, hJ!.ving the principal address of: . ,\. 'u~S. Osceola Avenue Clearwater. FL 337Sg , ' . '.I-V . .' ". ' . WITNESSETH: .tK~t~'Grantors. for and in consideration of the sum of'rc::n Dollars (Si 0.00); and other good and valuable : consideratio!lS. .the... ~~ipt .and sufficiency of which is hereby acknowledged; by these presents do gnint, bargain. sell, alien. remise!. re]eas~' ~p~ Convey and corifirm unto the Grantees, all that certain parcel of land lying and being in the County of Pinellas. S~tc:)l~~ridB" more pa~cul~ly described as. follows:' , ',Thes~u .k~~)u~ feetofLqt 5~;TOGETHER WITH Lots 56 and .103 LESSThesouth~rly 20.0 feet thereof; ..'. TOG WITH,the southerly 30.0 feet of,Lot 102, LLOYD-WHITE-SKINNER SUBDMSION, as recorded in Plat, Book 6~a 12, public records of PinellsS'County, Florida. ..'. . . ' . ' . S~~-?O TAXES ~OR THE YEAR 2006 AND SUBSEQ~Nr YEARS' - . . s~of TO RESTRICfIONS AND EASEMENTS OF RECORD.' . TO HAVE AND TO HOLD the saine in fee simple forever. and the Grantor h~reby covenants with said ,Grantee that it la. lawfully seized of said land in fee simple; that it hils good right and Iawfui authority to seU'and coilvey said land; that it hereby fully warrimts the title to said lan~ and will defend the _ same against the lawful claims o~ all' persons whomsoever; and that saiiliand is free of all ~nctimbrances. IN WITNES~' WHEREOF, Graniors have hereunto set Grantors' hands and seals the day ~ year~rst abov;"'written. ' SIGNED SEALED AND DELIVEl,mD IN OUR PRESENCE: w~~S~Af, K&~CLURWATImE~ATE,llC A F10ridaUmited 'liability company By: K & P Partners Llmlied Partnership, , a Florida limited partnership As its Managing Member '~Q~ Witness #2: . nY'.1....:;'SO' A. 610 <., . STATE OF FlQFl!D~.....AM.IT7.J'/'J>> . . COUNTYOF ~ '. The fOregOI~g'lns~rument was acknowledged bef~re ~e lhlS~Y of ~ .2006, byKlRAN C. pATEL and PALLAVI K. PATEL, as r.,1anagers of K &'P'HOLDING, LC., a Florld~ limited lIabihtycompany, as the sole General Partner of K & P PARTNERS UMITED PARTNERSHIP, a Florida Umlted PartnershIp as Managing Member of K & P CLEARWATER ESTATE, LLC, a Florida Uinlt!ld liability company .... ~rsonal~knoWri , d &rh itJ2d-- _ Florida Drlvet-s Ucense . Not3l)''Publlc /) ~ /" ? : - Other Identification Produced ' . --r t;1,(ii//.,;(.//l2/(&J2,- Print or type name of ~otary (SEAL) . .. .T./MhWabr . ". I MYalMMI~' 11021477& EXPIRfs ~. lmt 7, 2007 aaao1Htilm:n"Mt~NC. . ! . " t I ! r '( . ~ . , t~'.:fI!~..e'_ J, .;"'J. SKETCH of DESCRIPT:rON SHEET 1 OF 2 SHEETS PARCEL E THE SOUTHERLY 20.0 FEEr OF LOT 55; TOGETHER WITH LOTS 56 AND 103 LESS THE SOUTHERLY 20.0 FEEr THEREOF; TOGETHER WITH THE SOUTHERLY 30.0 FEEr OF LOT 102, LLOYD-WHITE-SKINNER SUBDMSION AS RECORDED IN PLAT BOOK 13, PAGE 12, PUBUC RECORDS OF PINELLAS COUNlY, FLORIDA. CONTAINS: 12,600 SQUARE FEEr (0.2893 ACRES), MORE OR LESS. " PLS LB ~~~ POB LEGEN 0 I'ROFISSIOIW. lNlIl SUlM:'IO/l UCfNSm IlUSIIIESS PlAT INflXlIW10N DEED or llESCRIPI10N INftlRMAllON POIII\' Of' IGlNNING NOlES: 1. NO INStRUMENTS OF RECORD Rm.EC1lNG EASEMENTS, RIGHT OF WAY AND/OR OWNERSHIP WERE FURNISHED TO lH1S SIJRIIEYOR EXCEPT AS SHOWN. 2. lH1S SKETCH DOES NOT REFlECT OR DETERMINE OWNERSHIP. 3. USE OF lHlS SKETCH BY ANYONE OlHER THAN lHDSE PREPARED FOR WILL BE lHE RE -USERS SOLE RISK WITHOUT UABIU1Y TO lHE SUIM.YOR. 4. lHE SKITCH WAS PREPARED WITHOUT lHE BENEFIT OF A CURRENf lTIlE CO!.lt./m.lENT AND IS SUBJECT TO EASEMENTS, RIGHTS-OF-WAY AND SlMllAR MATTERS OF nn.E. PREPARED FOR. The Related Group DATE: 4/28/08 (DRAWING, I PARca-E '1 ( ProJect No.1 8021 '1 I Checked By I JAC I I Reid Book I . I lDrawn By I JAC ) l Pages I. ) " I SUNCOAST LAND SURVEYING, InC. 111 FOREST LAKES BOULEVARD OlDSMAR, FtA. 346n '---/ LB 4513 BOUNDARY - ta'OGRAPHIC - COOSTRIJC11Ol STAKBlUT PHlM: (813) 854-1342 FAX: (813) lI5S-6890 StJR\IEYOR'S CERllflCA TE I Ileroby cstify that tho SlIMY dop/cIIIoI henan _ perfannOl! .... my RESl'OIISllE DWlGE on tho dalB{s) ........ en! __ tho -.. m:tIICAL SlHIl/IlIlS IlIt _ IIy lilt FI.lllllDA IIOAAll OF PROfESSIOIW. IN<<l SlIM'tCRS a Cllaplor 61C17-8, FI.ORID/I AOIIHSlRAlM COOE ......n III _ 412.027, fUIIlIIo\ STAlUIES. "NOT VJU) WllHOOI' 11': ~ 1oIII1IE ~~ ~ Of' A rum\ UC9lSfI) S\JM.'IllIlIolll IW'PER". '--l ~ Pr---d- -- ~Y A. COPElAND. PlS No.5279 I SKETCH of DESCRIPTION SHEET 2 OF 2 SHEETS 00 SCALE : 1" = 30' ~ 0' 15' 30' "--.-/ LB 4513 SUNCOAST LAND SURVEYING. Inc. 111 FOREST LAKES BOULEVARD OLOSMAR, FLA. 34677 BOUNOARY - TOPOGRAPHIC - CONSlRUcnON STAKEOUT PHONE: (813) 854-1342 FAX: (813) 855-6890 CJ ct. ~ fJ.J -J :> Og en ~ !l: ~l!; fJ.Ji ~~ lJ.. -J :> (b (DRAWINON I I Checked By I lDrawn By I. I a:J , LOT 100 f;1 I ! g, L 1 I I -------lQQ',(pL I " ----t THE LLOYD-WHITE-S.JINNER SUBDIVISION 1 - - -, PLAT BOOK 13 p~ 12-13 1 1 1 1 I -------- I LOT 101 I a::I I I ~ I I ~1 L I I I ------..JQQ'fE'L. I I ----t- I I '--, ISoutherlY 20' Lot 55L ;'1. ! / ---- 110'( I -----:;.,)~-- LOT 102 ~ - - - - - -{ Southerly 30' Lot 1.0] g I- . LOT 56 P ARC~L- E ----lQQ'fE'L__ ____ PER O.R. BOOK p5085 PAGE 2109 I I LESS THE SOUTHERLY! --------_ ,20.00 FEET THE 110'(p)----___-1 REOF; I -------- L. I LOT 57 100'(p)- --___-{ , I I I Ia:- Il:; ,fi I I I :--------1.!I?:S~ I I Iii:' Ib' (g L I € b g , I I ~ I 1 I PARCEL-E I JAC I JAC ) LOT 54 LOT 55 LOT 103 ~ b d It') LOT 104 ~ H a CJ O~ CJ~ ~l!; 2s Os a o u EXHIBIT A-2 V ACA TIONS OF RIGHTS OF WAY Ordinances passed 2008 Ii: 2008111902 BK: 16229 PG: 1974, 04/24/2008 at 09:42 AM, RECORDING 4 PAGES $35. 50 KEN BURKE, CLERK OF COURT PINELLAs COUNTY, FL BY DEPUTY CLERK.: CLKDM03 . (\EXHIBIT lIA-2" /-~ 1 ;--- -:--J "' , <) ) ... I /'~'~bINANCE NO. 7947-08 . <.j } AN ORDIN'8~~1 OF THE CITY OF CLEARWATER, FLORIDA, \AM~NDING ORDINANCE NO. 7372-05, WHICH VACATED A,PORTlON OF THE EASTERLY ONE-HALF OF THE /..JO-,EOOT RIGHT-OF-WAY OF GULFVlEW BOUbeVi\~D, (A.KA. SOUTH GULFVIEW BOULEVARD PER~ ~larD), SUBJECT TO SPECIAL CONDITIONS; ~~r.~~iQrNG THE REQUIRED DATE FOR ~~'NCEMENT OF VERTICAL CONSTRUCTION; ;,t~~'DlNG AN EFFECTIVE DATE. ' WH~ in Ordinance No. 7372-05, the City of Clearwater vacated the right-of- way dep,t4.t~)rr-Exhibit A attached hereto, Subject to certain conditlons; and /1~..... .~ . . '~REAS, pursuant to the request of K and P Clearw~ter Estate, LLC, the' "De~e~r4 the City Council finds .that it is deemed to be in the best interest of the City anR\tt\EL'skneral public to am~nd the conditions of the vacation; now,' therefore, t... ~_./ . C-::.. .. Y UN ",'" "7~' BE IT ORDAINED B THE CITY CO CIL OF THE CITY . (,~) OF CLEARWATER, FLORIDA: {'-.J 1 ',--_../ Section 1. The following: . ~ " A parcel of land being a part of Gulf VJew Boulevard, as depicted on the plat of Columbia Subdivision, according to the plat thereof, as recorded in Plat Book 23, Page 60, of the Public Records of Pinellas County, Florida, and being a part of said Gulf View Boulevard, as depicted on the plat of L1oyd-White-Skinner Subdivision, according to plat thereof, as recorded in Plat Book 13, Pages 12 and :13, of the Public Records of Pine lias County, Florida, aJllying in the east % of Section 7; Township 29 South, Range 15 east, Pine lias County, Florida, and more fully described in the legal description Exhibit "AR attached hereto; . . Together with a parcel of land being a part of Gulf View Boulevard, as depicted on the plat of Columbia Subdivisil!m, according to the plat thereof, as recorded in Plat Book 23, Page 60, of the Public Records of Pinellas County, Florida, lying in the east ~ of Section 7, Township 29 South, Range 15 East, and the west % of Section 8, Township 29 South, Range 15 East, Pinellas County, Florida, and more fully described in the legal description Exhibit "B" attached hereto, are hereby vacated, subject to the following conditions: 1) The project described within the Development Agreement between the City of Clearwater' alJd K & P Clearwater Estate, LLC ("Development Agreement") shall commence vertical construction no later than March 3, 2010. 2) Developer shall demolish and remove existing structures on the project site by . October 31, ?008. . .. 3) All public and private utilities shall be relocated by K & P Clearwater Estate, Ordinance No. 7947-08 PINELLAS COUNTY FL OFF. REC. BK 16229 PG 1975 . '1 ,r\ \ \ ,-..;:. 1 .:_-....... \ ;":') .; \. c:, i LLC at its own r~~fl~ and to the approval and acceptance of the utility owners with all ~(9f)service utilities removed prior to the completion of the pro,iect ,.-, ",--/ J. I .1,...., . 4) The public ve\1fc.Y1~r and pedestrian use of the subject right of way shall be maintained untd--slich time as a suitable paved roadway is constructed to the west of t~~y.biect right of way to accommodate two lanes of two way. traffic capacity" "<." ... / .' 5) Payme~t~ibe Developer's pro rata share of the Beach Walk Construction as identi.ffed;ih,1Ile Development Agreement. . 6) Thi$rV)~iJon ordinance shall be rendered null and void if any of the preceding cor;{qj(i~)); are not met. . t~J' s~'i The City Cieri< shall record this ordinance In the public records of Pinella)i/~. :~, Florida. following adoption. ....... ' /~.:s~tfun 3. This ordinan'ce shall take effect immediately upon adoption. \ \)) ~, -' - .... '~pASSED ON FIRST READING April 3, 2008 I-~ .. <... ......-/ - ~~.) PASSED ON SECOND AND FINAL I~.) J READING AND ADOPTED April 17, 2008 '''--/ ". .... , 4~t/.~ Mayor Approved as to form: Attest: RETURN TO: CfrY CLERK 112 S. OsceOLA AVE ClEARWATER. FL 33756 '. . J4 ~fl Pamela K. Akin City Attorney 2 ..r.; ...:." #0 ;. ;'-... . . .." : ~.,....1!) \ ,"I' .. . ;'. . ':::~~<') . "., ..._.~-J' Ordlnan~:rJO. 7947-08 .-~~..d. :~ PINELLAS COUNTY FL OFF. REC. BK 16229 PG 1976 EXHIBIT "A" r(\ . '-- ') ,.......~. / . \ ,0/ ......:.;..., / (\ y/ ('i~/ .0/ l',\ ~ '\ I ...., ' ..........,,/ ORDINANCE 7947-08 . . . A PARCEL OF ~'Nr;(BEING A PART OF GULF VIEW BOULEVARD, AS DEPICTED ON"~~EA:lLAT OF COLUMBIA SUBDIVISION, ACCORDING TO THE PLAT T.He~E0F, AS RECORDED IN PLAT BOOK 23, PAGE 60, OF THE PUBIC REcti~rn.$ OF PINELLAS COUNTY, FLORIDA, AND BEING A PART OF SAID ~L1:);..VIEW BOULEVARD, AS DEPICTED ON THE PLAT OF LLOYD- WHITE ~m~ER SUBDIVISION. ACCORDING TO THE PLAT THEREOF, AS RECORp,~ PLAT BOOK 13, PAGES 12 AND 13, OF THE PUBLIC RECO~~F PINELLAS COUNTY, FLORIDA, ALL LYING IN THE EAST ~ OF . SE9t~N}, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS COUNTY, FU(RlpA~ BEING MORE PARTICULARLY DESCRIBED BELOW: ,.~....~ ...,. . . / (, ~I ~Edl~INING AT THE NORTHWEST CORNER OF LOT 44, OF SAID LLOYD- r':vJ}:'UTE-SKINNER SUBDIVISION: THENCE S.05032'30W. ALONG THE EAST ... . <~"'roGHT-OF-WAY OF GULF VIEW BOULEVARD, A DISTANCE OF 90.06 FEET l.......~.) ~rb THE SOUTHWEST CORNER OF SAID LOT 44; THENCE S.05032'30"W., A '____ I DISTANCE OF 60.00 FEET TO THE NORTHWEST CORNER OF LOT 48, OF .... AFORESAID LLOYD-WHITE-SKINNER SUBDIVISION; THENCE S.05032'30'W., ALONG AFORESAIO EAST RIGHT-OF-WAY OF SAID GULF VIEW BOULEVARD, A DISTANCE OF 154.95 FEET; THENCE ALONG SAID EAST RIGHT-OF-WAY OF SAID GULF VIEW BOUL~ARD, A DISTANCE OF 160.45 FEET; iHENCE N.84027'30'W., A DISTANCE OF 34.98 FEET; THENCE N.05032'30"E. ALONG THE CENTERLINE OF SAID GULF VIEW BOULEVARD, A DISTANCE OF 456.33 FEET; THENCE.S.41028'18"E., A DISTANCE OF 16.55 FEET; THENCE S.05029'40"W., A DISTANCE OF 0.58 FEET; THENCE S.84030'20"E., A DISTANCE OF 6.00 FEET; THENCE N.05029'40"E., A DISTANCE OF 18.97FEET; THENCE CONTINUE N.05029'40"E., A DISTANCE OF 1.03 FEET; THENCE N.41000'13'W.. A DISTANCE OF'17.95 FEET; THENCE N.48031'37"E., A DISTANCE OF 14.15 FEET; THENCE N:90000'00''E., A DISTANCE OF 34.32 FEET TO A POINT OF NON-TANGENT CU~VE; THENCE SOUTHWESTERLY ALONG AFORESAID EAST RIGHT-OF-WAY OF GULF VIEW BOULEVARD, BEING A CURVE TO THE LEFT HAVING A RADIUS OF 34.00 FEET, AN ARC OF 26.87 FEET, A CHORD OF 26.18 FEET AND A CHORD BEARING OF S.28011'29'W.; THENCE S.05032~30"W. ALONG SAID EAST RIGHT-OF-WAY OF GULF VIEW BOULEVARD, A DISTANCE OF 0.88 FEET; THENCE N.900aO/Oo'W.. ALONG THE NORTH BOUNDARY OF AFORESAID LOT 44, A DISTANCE OF 3.82 FEET TO THE POINT OF BEGINNING. . CONTAINING 16687.11 SQUARE FEET OR 0.38 ACRES, MORE OR LESS. . - . ~.>J9tj. .1" ~_ PINELLAS COUNTY FL OFF. REC. BK 16229 PG 1977 . r, <\ ,-4 1 ':. --- \ ,...... ...../ .I <i ) \, I '. ..... ,r'~ ) EXHIBIT"Bn (c\ fJ' ORDINANCE 7947-08 \ >'V I "--1'-.-./ t,,.J " \ '\ , '- , '- I A PARCEL OF LAND....BEING A PART OF GULF VI8N BOULEVARD, AS DEPICTED ON !-~/'P;,LAT OF COLUMBIA SUBDIVISION, ACCORDING TO HE PLAT THERE0~,>~S RECORDED IN PLAT BOOK 23, PAGE 60, OF THE PUBLIC REC.O~ftloF PINELLAS COUNTY, FLORIDA, LYING. IN THE EAST ~ OF SECTI0r;f~\1;OWNSHIP 29 SOUTH, RANGE 15 EAST; AND THE WEST ~ OF SECT)e.~)).JOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS'COUNTY, FLORID~~G MORE PARTICULARLY DESCRIBED AS FOLLOWS: . COM~~G AT THE NORTHWEST CORNER OF LOT 44, OF LLOYD- WHI:r~~INNER SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RE.Co~bED ON PLAT BOOK 13. PAGE 12 AND 13, OF THE PUBLIC RECORDS qp~~ELLAS COUNTY, FLORIDA; THENCE N.90000'OO''E.. ALONG THE ~~!1r# BOUNDARY OF SAID LOT 44. A DISTANCE OF 3.82 FEET; THENCE tM~5,:32'30"E. ALONG.THE EASTERLY RIGHT OF WAY LINE OF AFORESAID r':GtIi.1= VIEW BOUL~ARD, A DISTANCE OF 0.88 FEET )"0 POINT OF A (~~~"5~ J~E~e~~~~~~~~~R~~~L~~~R~~O ~~J~7~~T R~~~~g~ 1('..) )~ADlUS OF 34.00, AN ARC 'OF 26.87 FEET, A CHORD OF 26.18 FEET, AND A "--- CHORD BEARING OF N.28011'29"E. TO THE POINT OF BEGINNING; THENCE N9000Q'00'W.; A DISTANCE OF 29.08 FEET TO A POINT OF NON-TANG.ENT CURVE; THENCE NORTHEASTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 112.00 FEET, AN ARC OF 102.51 FEET, A CHORD OF 98.97 FEET AND A CHORD BEARING OF N.63052'46"E.; THENCE S.89054'oonE., A DISTANCE OF 79.18 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 40.00 FEET, AN ARC OF 61.30 FEET; A CHORD OF 55.47 FEET AND A CHORD BEARING S.45059'54'E. TO A POINT OF NON-TANGENT CURVE; THENCE WESTERLY ALONG THE SOUTHERLY RIGHT-OF=-WAY OF' AFORESAID GULF VI8N BOULEVARD, BEING A CURVE TO THE LEFT HAVING A RADIUS OF 28.66 FEET, AN ARC OF 11.98 FEET, A CHORD OF 11.89 FEET AND A CHORD BEARING N77055'43"W.; THENCE N.8954'QO'W. ALONG SAID SOUTHERLY RIGHT-OF-WAY OF GULF VIEW BOULDVARD, A DISTANCE OF 145.71 F~ET TO A POINT OF CURVE; THENCE WESTERLL Y ALONG SAID SOUTHERLY RIGHT -OF-ASY OF AFORESAID GULF VIEW BOULEVARD BEING A CURVE TO THE CURVE TO THE LEFT HAVING A RADIUS OF.34.00 FEET, AN ARC OF 23.30 FEET, A CHORD OF 22.84 FEET AND A CHORD BEARING OF S.70027'47'W.TO THE POINT OF BEGINNING. CONTAINING 6256.56 SQUARE FEET OR 0.1436 ACRES, MORE OR LESS. . .' . . i . ~ ~s.. .,. ~ It: 2008111903 BK: 16229 PG: 1978, 04/24/2008 at 09:42 AM, RECORDING 2 PAGES $18.50 KEN BURKE, CLERK OF COURT PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKDM03 ,r\ · 1\ ;..--::; (0) ~'-.~" ') ! (O~DINANCE NO. 7948-08. .~\ "-',I AN ORDI~~~q'E OF THE CITY OF CLEARWATER, FLORIDA, ~ENDlNG ORDINANCE NO. 7371-05 AS . AMENDED BY ORDINANCE NO. 7598-06, WHICH VACAT-~Q..AiPORTION OF THE SO-FOOT RIGHT-OF-WAY OF ~.tRSJ.AVENUE, (AKA FIRST STREET PER FIELD), SU~JeeV TO SPECIAL CONDITIONS TO AMEND THE S~et&~ CONDITIONS; 'PROVIDING AN EFFECTNE ~e;,.) ,,\ \.5, . WH~~s;' in' Ordinance No. 7371-05, the City of Clearwater vacated the right-of- way depi(t~stfin-.~hibit A attached hereto, subject to certain conditions; arJd . /., I.. ltJ~~EAS, Ordinance No. 7311-05 was .amended by Ordinance No. 7598-06 to extef1.d'll\~ 'tfate for commencement of vertical construction to March 3, 2008; and I ,-... \ 1 t \. I ': ('~'''''' 'l\WfEREAS, pursuant to the request of K and P Clearwater Estate, LLC, the u0e'ire'tqper," the City Council finds that it is deemed to be In the best interest of the City ~~~e general public to amen~ the conditions of the vacation; now, therefore, . i~.) } BE IT ORDAINED BY THE CITY COUNCIL OF THE' CITY ." OF CLEARWATER, FLORIDA: Section 1. That Section 1 of Ordinance No. 7371-05 is hereby amended to read as follows: .. ~ .\ The following: Vacate a portion of the 60-foot right-of-way of First Avenue, (AK.A First Street per field), the plat of L1oyd-White-Skinner Subdivision as recorded in Plat Book 13, Page 12 of the public records. of Pinellas County, Florida, more particularly described as: From the southwest comer of Lot 55, L1oyd-White-Skinner Subdivision, as recorded In Plat. Book 13, Page 12 of the Official Records of Pinel/as County, Florida, run thence N05032'30"E along the easterly right of way line of Gulf View Boulevard as shown on said .plat a distance of 335.00 feet to the Point of Beginning, said point also being the northwest comer of Lot 48 of said Lloyd White Skinner subdivision, thence N05032'30"E 60.00 f~et to the southwest comer of Lot 44, L1oyd-White-Skinner Subdivision; thence S84027'30"E along the northerly right of way line pf First Avenue, L1oyd-White-Skinner Subdivision a distance of 192.00 feet; thence S05032'30'W along a line 18 feet west of and parallel with the westerly right of way line.of Coronado Avenue as shown on the plat of Uoyd-White-Skinner Subdivision a distance of 60.00 feet to the southerly right of way line of saId First Avenue; thence N84027'30"W along said southerly right of way line a distance of 192.00 feet to the Point of Beginning, subject to the following conditions: . . Ordinance No. 7948-08 ..~ PlNELLAS COUNTY FL OFF. REC. BK 16229 PG 1979 .. (\ /-~ \ ':~ -0 /~ ) \. / ,.....~'" '\ / ~ '..I 1) The project de~,~ithin tl,e Development Agreement between the City of ClearWl\~pnd. K and P Clearwater Estate, llC adopted by . Resolution O,4.~~/and as thereafter amended, (the. Development Agreement") shall commence vertical construction by no later than March 3,2Q..'tQ// . 2) , DeveloRer--sQ~lr demolish and remove existing structures on the project site by',~cl{:]~r 3t, 2008. 3) All PUbllc.~.r)d private utifities shall be relocated the Developer at its own eXP..ePs~nd to the approval and acceptance of the utility owners with al~~Ul6t,service .utilities removed prior to the completion of the project, 4) J.tti.s-.~tion shall become effective only after the Developer grants the /69'10(l1 right of way for Relocated First Street to the City as provided in i)~~e.pevelopment Agreement '. liY:~Payment by the Developer of the cost of construction of the relocated ..-~ First Street or the posting of security sufficient to guarantee construction (('" ~f the relocated First Street as provided in the Development Agreement. ('~ ~}"'his vacation ordinance shall be rendered null and void if any of the preceding r-:... ! conditions are not met. (""0- ......-:..~ '........~ ;:;...; Section 2. The City Clerk shall record this ordinance in the public records of \.~l}~lIas County, Florida, following adoption. Section 3. This ordinance shall take effect immediately upon adoption. . . . . . \ PASSED ON FIRST READING .PASSED ON SECOND AND FINAL READING AND ADOPTED April 3. 2008 April 17, 2008' . -=L-~.~K~ ~ V. Hibbard Mayor ~ as to ronn: amela . Akin City Attorney rit:IUBN TO: CtrY CLERK 112 S. OSCEOLA AVE a.!ARWATER..FL 33756 . 'oS '.4.f ~_ SKETCH oT DESCRIPTION SHEE:T 1 OF 2 SHEEIS PARCEL J A PARca OF lAND BEING A PART OF GULF VIEW BOUlEVARD, AS DEPICTED ON THE PLAT OF COLUMBIA SUBDMSION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 23, PAGE 60, OF THE PUBUC RECORDS OF PINEUAS COUNFf-, flORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOu..ows: COMMENCING AT THE NORTHWEST CORNER OF LOT 44, OF u..OYD-WHITE-SKINNER SUBDMSION, ACCORDING TO THE PLAT THEREOF, AS RECORDED ON PLAT ..lOOK 13, PAGE 12 AND 13, OF THE PUBUC RECORDS OF PINEUAS COUNTY, FlORIDA; THENCE N90'OO'OO"E, AlONG THE NORTH BOUNOARY OF SAID LOT 44, A DISTANCE OF 3.82 FEET; THENCE N05"32'30"E AlONG THE EASTERLY RIGHT OF WAY UNE OF AFORESAID GULF VIEW BOULEVARD, SAID EASTERLY RIGHT OF WAY LYING 1.0 FEET WESTERlY OF THE WESTERLY BOUNDARY- OF LOT 1, BLOCK A, COLUMBIA SUBDMSION,' AS RECORDED IN PLAT BOOK 23. PAGE 60, OF THE PUBUC RECORDS OF PINEllAS COUNTY, flORIDA; A DISTANCE OF O.BB m:r TO POINT OF A CURVE; THENCE NORTHEASTERLY AlONG SAID EASTERLY RIGHT-OF-WAY OF GULF VIEW BOUlEVARD BEING A CURVE TO THE RIGHT HAVING A RADIUS OF 34.00, AN ARC OF 26.87 FEET, A CHORD OF 26.18 FEET, AND A CHORD BEARING OF N28"11'29"E; THENCE N90"00'00"W, A DISTANCE OF 34.32 FEET; THENCE S48"31'37"W; A DISTANCE OF 14.15 FEET FOR' A' POINT OF BEGINNING; THENCE S41'00'13"E, 17.95 FEET; THENCE S05"29'4Q"W, 20.00 FEET; THENCE N84'30'20"W, 6.00 FEET; THENCE NOS'29'40"E, 0.58 FEET; THENCE N41'28'18"W A DISTANCE OF 16.55 FEET TO A POINT OF INTERSECTION WITH THE CENTERUNE OF SAID GULF VIEW BOUlEVARD; THENCE N05"32'30"E, AlONG SAID CENTERUNE A DISTANCE OF 15.06 FEET; THENCE N48"31'37"E, A DISTANCE OF 7.42 FEET TO THE POINT OF BEGINNING. ..: CONTAINS: 416 SQUARE FEET (0.0096 ACRES). MORE OR lESS. PlS LB ~~J PCB LEGEND PRllFESSIlltW. IN/D SlJIM."roR llaNSal IlUSINESS PlAT N'IlRIIA1ICN DEED at IlEStRlPIIOH INRlRIIAllOH POOfT rF BmNNlNll NOTES: t. NO INSTRUMENTS Of RECORD REF1.ECTING fASEJ.IENTS. RIGHT OF WAY AND/OR OWNERSHIP WERE AlRNlsHED TO llilS SURVEYOR EXCEPT IS SHOWN. 2. lIiIS SKETCH DOES NOT REFlECT DR DElEllolfNE OWNERSHIP. 3. USE OF THIS SKETCH BY ANYONE 0lliER lHAN 1HOSE PREPARED FOR WILL BE lHE . RE-lJSrns SOU: RISK WITHOUT LIABlUlY TO THE SURVEYOR. .... THE SKETCH WIS PREPARED WITHOUT '!HE BENEFIT OF A CURRENT TIllE CO!D.lIDlOO AND IS SUBJECT TO fASEMENTS. RIGHTS-of-WAY AND SII.IllJIR IlAUERS OF 1l1lE. 5. IAERllJIAN !lASED ON '!HE NCRlH BOUNDARY Of lDT 44 AS BEARING N9aOQ'oot: (P). [PREPARED.... _ The Related Group J [ J (DRAWlNGI I PARCB..-J ) ( ProJect No.1 8021 DAlE: 4/2B/08 I Checked By I JAC I I FIeld Book I ' lDrawn By I JAC.) l Pages I . \ ., SlJRVE'r'OR'S CERl1FJCA 1E 0, A C'lII T A 1l.T1\ SURVEYING In I honbJ aotil7 tIIat tIlo SlIM7 do!ic:lBI ""'- _ ~ .... III)' RESPONsIl.E I SUNC a..u J..aauu , C. QWlGE ... tIlo dabl(1} ~ cnI a-. tIlo IINIUI 'ImIII:H. Sl1MlIllDS OIl rarth bjo 111 FOREST lAKES BOULEVARD tIlo tullm\ EIOMD f:F I'II1FESSICIW. UHlI SUM.'talS b QlCIpbr 11C17.... FI.lRIl.\ I ..,.,...,.., NJIINSlRA1M: alE plftDlllD s.ctlan mIlD. RllIlIIA 5TA1ImS. OlDSNAR, FlA. ......" 'l<<Ir VlUlIllltOUl' ~ ~ -NI) lIE CRIGIIW. IWSEII ~ IF A..IlQlI!IA lml!iaJ ~. 8CJJNO.\RY - 1tf'OQWlHIC - ClJiS1RIJC1ICIi STAI<mIT SUM'RH Rtl IW'I'fR" ~ _ II ^ ~c.. ~ LB. 454'3 PHlH': (813) 854-1342 FAX: (813) 855-6890 'l:-- ~/-(r.all . " A. COPEl.AND, PI.S' Na.5279 '1 I ) ----- .- .- .- .... .... /' ./ ./ ,/ ,/ / / / ,&-- ,...-L-----;P ~ l.B /I ~ !:Jh LtO nw(p) -,----- 110' NW Cerner I lot 44 I ./! I I'" I I , J LOT +4 I LOT 45 I ~Q. I ..... Q:' 18 1:; pi I :i I I Ij!I: THE I.I.Ofro-WHITE-SKINNER SU8DMSION I~ /PIJJ BOOK 13 PAGE 12-13 IPI I :g J", J I J SW Cerner /-.. - ~'Q2 ..L. lat44 I - ____ . I I FIRS"A VENUE SKETCH OT DESCRIPTION SHEET 2 OF.2 ~ .~ ~ SCAlE ; 1- = 30' ~ O' 15' 30' CI ~ ~I ~. lU ~ -J I"",~ 5/:;~ CO ~~ S ~~ lUI 0 L..I . 15 S/~i ~I ~ ~. Pl.AJTEIl RIGlfl'.Of WAY UHf UJT 1 IIl.OCl( "A" COLUMBIA SUBDMSION PlAT BOOK 23 PAGE 60 . . , . . . . UNE BEilRJNG DISTANCE Ll S41'2B'18"E 16.55' L2 505'29 4O"W o.s6' LJ 584'3Q'20"E 6.ll0' LS N41'OO'13"W 17.95' L7 N48'31'J7"E 14.15' La N90'OO'OO"W 34.32' L9 N05'32'30"E 0.86' Ll0 N90'0O'OO"E 3.82' L17 N05'29' 4O"E 20.00' Lt6 S05"32';ID"W 15.06' Ltg N48'31'J7"E 7.42' ARC lENGTH CHORD lENGTH 26.8T 26.18' SUNCOAST LAND SURVEYING, InC. 111 FOREST lAKES BOULEVARD OIDSMAR, FtA. 34677 '---/ BamDARY - 'IlPOGRAPH1c - ~ STAl<EllIT LB 4513 . PHCM:: (813) ~1342 FAl!: (613) lI55-6$O (DRAWlNGI I I Chllckad By 1 lDrawn By ] PARC8.,..J ) JAC I JAC J - .o.:I'J>l!~tr.r "'!~ EXHIBIT B PRELIMINARY PROJECT PLANS [PROJECT SITE PLAN AND ARCHITECTURAL PLANS] II CLEARWATER BEACH RESORT AND HOTEL 1 00 CORONADO DRIVE CLEARWATER, FLORIDA SITE PLAN REVIEW SUBMITTAL INDEX OF SHEETS: A'()() COYER A-Q 1 Sm: PIAN A-Q2 GRADE lEVEL PIAN A<>2B GRADE lEVEl PLAN. OPTION B A-Q3 LOBBY lEVEL PlAN A04 200 lEVEL PIAN A-QS 300 LEVEL PlAN MJ6 400 lEVEl PIAN A07 500-900 TYPICAL PIAN AOB 1000 lEVEL PIAN A09 1100 1400 lYPICAl PIAN A.l0 PENTHOUSE LEVEL PlAN All WEST ELEVATION . COlOR A.II B WESTElEVATlON. B/W A.12 NORTI-HlEVATION . COLOR A.12B NORTli ElEVATION. B/W A-13 EASTElEVATlON.COLOR A-13B EAST ElEVATION. B/W A.14 SOlflH ElEVATION . COLOR A.14B SOlflH ElEVATION. B/W NOTE: CONCEPT RENDERINGS ARE FOR DESIGN INTENT ONLY AND DO NOT REFLECT STAFF REV1EW COIv\MENTS_ CLEARWATER BEACH RESORT & HOTEL -.- FUSTER ~ NICHOLS .2:. 0..1'1 ~ P.A. BROSCH --"""...- WURST CLEARWATER. FLORIDA ...:~~~~- ----........ WOLFE SEPTEMBER 15, 2008 PROPOSED by THE RELATED GROUP -.....--"'.- ~~ ---...--- B ~\""~ \, 5-"'-."""" ..............,./ ~ J ~..\':~"l.~__. _~_~~~~~~---=- r="1 I -~. -====--,.=~,/ << ,Il- "",...".....,...,."""'"" Y ..- ( .............. ~"'''"''--~,..,.,,,.,.,... -.-.. .~'>,."""'.>..>,.,>.. ...~~~~"'""'" ....~:::..."'-~~=.. /-........- . . .-.= ....:/' II - --~'~"'.:':"',,::~:::- ::-~ -=--:'-:'-':y(~ -....&;;,."..",- - - - - - - - - - - - - - - - - - - "~~":''--'~ -~ , \ \ (" , " , \\ '-.. 0- W ~ o 16 .. \\ '\:~~\ \\ \\ \j ':" CORONADO DRIVE S4r.~. ~"l::---"'-'-"-"'--'''---''---='--'---''===--'--==:======--=-~-~' \:\ I' " /"~------ EBN (0 ~~~r :;.~N \\\. 1\"\\, " II '\ II '-."\' \~;\,"'=,~~.,.:::::,:,,::':~~) '- ~ o l~ 30 60 CLEARWATER BEACH RESORT & HOTEL .....--.- FUSTER ~ NICHOLS .z: ..-." ..-ouu.~. P.It. 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BROSCH WURST CLEARWATER, FLORIDA "":~~~:- =:-~~r. WOLFE SEPTEMBER 15. 2008 PROPOSED by THE RELATED GROUP ~~ II B EXHIBIT C Hotel Quality Standard Minimum Quality Standards The Development Agreement ("Agreement") between the City of Clearwater, Florida (the "City") and K & P Clearwater Estate, LLC" a Florida limited liability company ("Developer") provides for the allocation oftwo hundred and fifty (250) hotel units (forming the "Hotel" portion of the project) from the Beach by Design Destination Resort Density Pool to the site on which the Developer anticipates building the project described in the Agreement (the "Project Site"), which proj ect is to contain, among other things, 450 Resort Hotel units within a quality resort hotel ("Resort Hotel"). Beach by Design establishes physical, functional and operational requirements for a proposed development to be eligible for an allocation Destination Resort Density Pool Units. The allocation of the Destination Resort Density Pool Units to the Project Site represents a significant economic incentive for the development of the Hotel. The purpose of this Exhibit is to establish: 1. minimum quality standards for the proposed Resort Hotel; 2. a process for assessing compliance with the minimum quality standards; and 3. an enforcement mechanism in the event that the Developer shall fail to comply with the minimum qualjty standards. Minimum Quality Standards The City and the Developer agree that there are two (2) alternative ways in which the Developer may satisfy the quality requirements of Beach by Design (the "Minimum Quality Standards"): 1) membership in (a) the AAA and obtaining and maintaining a minimum quality rating of at least four (4) diamonds; or (b) Mobil Travel Guide ("MTG") and obtaining and maintaining a minimum quality rating of at least four (4) stars; or (c) such other travel marketing and rating service as the City reasonably approves ("Other Rating Service") and obtaining a quality rating comparable to the AAA and MTG ratings described in (a) and (b) of this subparagraph; or 2) membership III (a) the AAA and obtaining and maintaining a minimum quality rating of at least three (3) diamonds; or (b) membership in MTG and obtaining and maintaining a minimum quality rating of at least three (3) stars, and in addition to (a) or (b), inclusion in the Hotel upgraded improvements and facilities as described hereinafter. The City agrees that the Developer would satisfy the upgraded improvements and facilities requirement by providing twenty-five percent (25%) of the total number of AAA four (4) diamond quality criteria for: i) exterior; ii) public areas; iii) guestrooms; iv) guestroom amenities; and v) bathroom as described in AAA, Lodging Requirements &Diamond Rating Guidelines (the most current edition as of the date of issuance of the building permit for the Hotel). Alternatively, the City agrees that the Developer may satisfy the upgraded improvements and facilities requirement by compliance with the following (the "Upgrade Criteria") or, the minimum standards for four (4) diamond quality criteria as set forth in AAA, Lodging Requirements & Diamond Rating Guidelines (the most current edition as of the date of issuance of the building permit for the Hotel): 1. Exterior. A. Curb Appeal. I. A combination of exterior elements which create an impressive well- integrated and excellent level of curb appeal. 11. Excellent variety of landscaping professionally planned and maintained. Ill. Impressive architectural features well-integrated into the surrounding area. B. Parking. 1. Lighting fixtures reflect characteristics of the design of the property. 11. Physical evidence of added security exists. Ill. Excellent overall illumination. II. Public Areas. a. Furnishings and Decor: Upscale, well-appointed, and in the theme ofthe property; high degree of comfort, featuring professionally fitted coverings; an abundant variety of live plants or unique dried floral arrangements. 2 b. Floor Coverings: Excellent quality carpet, wood, marble, or granite floors with umque area rugs. c. Illumination: Light fixtures are well-appointed and of an upscale design that complements the overall theme of the property; multi-placement provides overall excellent illumination. d. Signage: Design is well-defined in harmony with the theme ofthe property. e. LobbyIRegistration Area: Spacious registration area; upgraded luggage carts; recognizable guest-service area and bell stand. f. Miscellaneous: Multiple recessed phones with notepads and pens, located away from traffic areas. Pressing is available at specific times. g. Restaurant and Dining Facilities: Upscale, full-service restaurant; separate lounge or bar area. h. Recreational Facilities: 1. Swimming pool area is well-appointed with upscale design elements and an excellent quality and variety of pool furniture and hot tub. Food and beverage is available poolside at one or more Resort Hotel pools. J. On-site exercise facility with state of the art equipment; lockers and dressing area provided. k. Meeting Rooms. Variety of well-appointed meeting rooms with upscale design elements. Audiovisual equipment available. 1. Restrooms. Upscale facilities appropriate for the number of meeting rooms. m. Additional Recreational Facilities: Excellent variety of additional recreational facilities is available on site or arrangements are made for off-site services. n. Sundries and Other Shops: Upscale gift shop. III. Hotel Guestrooms. a. Free Floor Space: Obvious degree of spaciousness allowing increased ease of movement for guests. b. Floor Coverings: Excellent quality carpet, wood, marble, granite or other high-end stone floors with unique area rugs. 3 c. Clothes Hanging Space: At least eight open-hook wood hangers. d. Clothes Storage Space: Sufficient space for two pieces ofluggage; upgraded racks or benches. e. Illumination: Excellent overall illumination; free standing fixtures in appropriate places. f. Television Placement: Television located in closed armoire or flat screen monitor. IV. Guestroom Amenities. 1. Multiple or cordless telephone. High-speed or wireless internet access. Enhanced guest-service directory in folder. 2. Upgraded stationery in Hotel guest rooms. Framed or beveled full-length mirror. 3. Full-size iron and ironing board. 4. Minibar or refrigerator. V. Bathrooms: a. Wall and Floor Coverings. Excellent quality, including ceramic tile, marble, or granite flooring. b. Free Floor Space. Excellent size bathrooms affording guests increased ease of movement and comfort. c. Amenities: 1. Excellent quality plush towels; oversized. 11. Facial tissues of excellent quality in decorative container. 111. Free-standing hair dryer. IV. Bathroom area rug. v. Make-up mirror. VI. Telephone. 4 Compliance Assessment Initial Rating Period As soon as is reasonably possible after a final Certificate of Occupancy for the Resort Hotel is issued by the City ("CO"), the Developer shall apply for membership and inspection by AAA, MTG or Other Rating Service (the "Hotel Rating Service") for the Hotel, such that an inspection by the Hotel Rating Service would be reasonably expected to occur within twelve (12) months following the issuance of the CO ("Initial Inspection Period"). The Developer shall initiate an independent quality assessment for the Interval Ownership portion ofthe Project in the event such inspection is not provided by a Hotel Rating Service. Upon receipt ofthe report issued by the Hotel Rating Service ("Rating Service Quality Report"), the Developer shall immediately deliver a copy of the rating report to the City. In the event that the Hotel Rating Service does not or is unable to inspect the Resort Hotel within the Initial Inspection Period, Developer shall use reasonable diligence to obtain an independent quality assessment of the Resort Hotel from a qualified hotel/resort industry expert ("Independent Quality Assessment") within ninety (90) days after the issuance of the CO. In the event that the Developer fails to deliver a qualified Rating Service Quality Report or a qualified Independent Quality Assessment to the City ,within ninety (90) days after the first anniversary ofthe CO, the City may at the Developer's expense, obtain a written opinion of an independent expert in the hotel/resort industry with regard to the compliance of the Resort Hotel with the Minimum Quality Standards established in this Exhibit. Maintenance and Monitoring of Compliance with Minimum Quality Standards 1. The Developer shall maintain compliance with the Minimum Quality Standards throughout the term of this Agreement. 2. In the event that the initial rating of the Hotel equals four (4) diamonds, four (4) stars or the equivalent with an Other Rating Service or better, maintenance of such rating shall constitute full compliance with the Minimum Quality Standards for the entire Resort Hotel. 3. In the event that the initial rating ofthe Hotel equals three (3) diamonds, three (3) stars onhe equivalent with an Other Rating Service, and the Developer has included in the Hotel the required upgraded improvements and facilities as described above, the maintenance of such rating shall constitute compliance with the Minimum Quality Standards. On the fifth anniversary ofthe issuance ofthe CO, ifthe most recent Rating Service Quality Report does not address compliance with the upgraded improvements and facilities requirement established in this Exhibit (the "Upgrade Requirement"), the Developer shall obtain a written opinion from a qualified hotel/resort industry expert that the Resort Hotel continues to meet the Upgrade Requirement. Ifthe Developer fails to deliver a qualified opinion of compliance with the Upgrade Requirement, the City may at the Developer's cost, obtain a written opinion of an independent expert in the hotel/resort industry with regard to the compliance of the Resort Hotel with the Upgrade Requirement. 5 Failure to Comply In the event that a Rating Service Quality Report, an Independent Quality Assessment or the opinion of an independent expert in hotel/resort industry reveals that the Hotel does not comply or no longer complies with the Minimum Quality Standards established in this Exhibit or the Developer' fails to provide the City with a Rating Service QualIty Report or an Independent Quality Assessment or expert opinion, or the Hotel Rating Service that previously rated the Hotel has given notice stating that such service has downgraded the Hotel's rating to a lower rating level ("Rating Downgrade Notice"), the City shall notify Developer of default in a writing which details identifying the nature of the default(s) ("City Quality Default Notice"). If the default(s) described in the City Quality Default Notice are based upon a Rating Downgrade Notice, Developer shall have that period of time given to Developer by the downgrading hotel rating service to dispute or effectuate any cure required to restore the Hotel to the Minimum Quality Standard and to present to the City reasonable evidence that Developer has either prevailed in its dispute ofthe default(s) or has effectuated a cure of the conditions upon which the default is based. If the Ci.ty Quality Default Notice is based on any basis pro vided for in this Exhibit other than a Rating Downgrade Notice, Developer shall have ten (10) days to notify the City as to whether the Developer intends to dispute the Default Notice. Ifthe Developer does not notify the City within ten . (10) days of its intent to dispute the Default Notice, the Developer shall have thirty (30) days to cure' the default, or in the event that it is not reasonably possible to cure the default within thirty (30) days, the Developer shall submit a sworn statement describing the steps necessary to cure the default and to the time period necessary to cure the default. In the event that the Developer disputes the Default Notice, the dispute shall be resolved through expedited arbitration pursuant to the Agreement and in the event that the Developer's dispute is resolved in favor of the City, the Developer shall then cure the default within thirty (30) days after resolution of the dispute. In the event that a City Quality Default Notice was based on a failure to maintain compliance with the Upgrade Requirement, the Developer shall obtain a written opinion from a qualitied hotel/resort industry expert that the Hotel continues to meet the T Jpgrade Requirement every two (2) years after the default is cured until the expiration or termination date of the Agreement. Notwithstanding anything contained in this Agreement to the contrary, it shall not be considered a default under this Agreement if the Developer must make modifications or take actions to restore the Hotel to the Minimum Quality Standard where such modifications or action to be taken requires the alteration of structural or architectural design elements of the Project which were approved by the City in connection with the construction of the Project or where the cost of such modifications or actions, including any debt service incurred by the Developer in connection therewith, cannot be recovered over the useful life of the item to be modified, as reasonably determined by the City and the Developer. 6 Remedies upon Event of Default Upon the occurrence of an Event of Default which is not cured within thirty (30) days, Developer shall be subject to a daily fine equal to Two Thousand and Five Hundred Dollars ($2,500.00) payable to the City for each day that the defaults enumerated within the City Quality Default Notice at issue remain uncured. In the event that an Event of Default occurs, the accumulated fines shall be a lien against the Hotel component of the Developer's Property which may, at the City's sole discretion, be enforced through a foreclosure proceeding. 7 EXHIBIT D PROJECT SITE The Project Site shall consist of the Developer's Property (as described in Exhibit A), less the Dedications (as described in Exhibit A-I and Exhibit K), plus the Vacations of Rights of Way (as described in Exhibit A-2), as depicted on the attached diagram. 9 ~ H p>:l H ~ r>:::I I PAR1EL J I ; I ; ; { I I I I ; I I i I I I ! i I I I I I I ! ; i ./ -..- CLEARWATER BEACH RESORT end HOTEL. ~-------- , i , , -. ~ """"" ""'" ~ ..., l;ULF Vl:EW BOULEY ARD -..... -......-.--- __. PARCEL H '" ~. 7.""W.rr---------------.l!li~.-t-.r, -JiI_- if _-......_..__......__...1! ...... ~ '(, --"-':J:.:..r-~ 4l ... 5' ----- . :z;:.--y VJlYf~P""T~..,,-r&T~1 J'llti....t1f- ~ua '(~~? p:1\...._.' , 't: I " ;.pJ J/ --~~ , .I. . 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M:1Il~D.%_lIIIllIIIl.II_..n'lOlIC___ ~_.Itl4_IUl.~.~_- tllC~1III1"IW7'IIIlaI1lltQll"1IC1DIItl'II1II'1~J1U ~_.--=r.~-_"_____ d ~l{ iU .YOS.,...., L~ Ii ~:; f 'i f g 6 & z o i= ~ o " III Cl <; m rn ~ ~ . 'f~~H 111'iill ~~i~!ll' ~!III~!11 ~I 'II ~Itl!ijil fll,.11 m~il! u ~g .!3 "'''' <.5 !i 0 "':R z 5'" >:: h g5" '" !:-'l. > <>: 0" 5" '" ::> 1:J2 u':; CIl I Cl j. u 3 ...!;i ~~ I:JC\ ~T ... ~~ ~~ CIl <( - '- 0 .." u ~iC Z 0- ::> ~~ CIl ~~ EXHIBIT E COORDINATED DESIGN OF SOUTH GULFVIEW AND BEACH WALK IMPROVEMENTS CLEARWATER BEACH-RESORT & HOTEL CLEARWATER, FLORIDA SEPTEMaER-11-2008. PROPOSED BY TRG CLEARWATER BEACH LLC C::L..LFVIEW BOULEvARD ~., .!,ANDSCAPE CONCEPT Pl,A_N \!:T" SCALE: l' = 20'.0' FUSTER ~mcN ....0....... p.A.1 =..~:::.:.:':':": j ".1'I'..a....,,_"-:tl,flI; -~-~~~~! .... lH UJ [V. 1- <I) t..) L (,) U ill <I} to:j @ H to H ~ t:r::f ., ,,\ ,,\ \\ .\ \\ \\ \J 0\" \ ". II II Ii II I, \\ i\ ., \' \\. \. CORONADO DRIvE ~/.-. ...... .', ~ . I. 17. ,. .' ::~. .~~ . ...... ~: . .i ,. . . . ~ . . . - ... . ! .: ":f-. !Ii..... .". ' .., EXHIBIT F DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION OF COVENANTS AND RESTRICTIONS is made as ofthe -- day of _ , 2008 by K & P Clearwater Estate, LLC, a Florida limited liability company. K & P Clearwater Estate, LLC, is the owner of fee simple title to all of the real property described in Exhibit 1 attached hereto and made a part hereof (hereinafter the "Real Property"). The City of Ciearwater has amended its Comprehensive Plan to designate Clearwater Beach as a Community Redevelopment District pursuant to the Pinellas County Planning Council Rules in order to implement the provisions of Beach by Design, a preliminary design for the revitalization of Clearwater Beach. The designation of Clearwater Beach as a Community Redevelopment District provides for the allocation of Destination Resort Density Pool Units as an incentive for the development of destination quality resorts with a full complement of resort amenities. Pursuant to the designation of Clearwater Beach as a Community Redevelopment District, the allocation of Destination Resort Density Pool Units is subject to compliance with a series of perfomlance standards, including a requirement that the Resort Hotel to be developed on the Real Property implement a trip generation management program to reduce the number ofvehicle trips generated by the use and operation ofthe Real Property. The City of Clearwater has granted, by City Council Resolution passed and approved on ___ , the application of K & P Clearwater Estate, LLC, for an allocation of Destination Resort Density Pool Units pursuant to the provisions ofthe designation of Clearwater Beach as a Community Redevelopment District subject to compliance with the requirements ofthe designation of Clearwater Beach as a Community Redevelopment District. K & P Clearwater Estate, LLC , desires for itself, and its successors and assigns, as owner to establish certain rights, duties, obligations and responsibilities with respect to the use and operation of the Real Property in accordance with the terms and conditions of the allocation of Destination Resort Density Pool Units to K & P Clearwater Estate, LLC , and the designation of Clearwater Beach as a Community Redevelopment District, which rights, duties, obligations and responsibilities shall be binding on any and all successors and assigns and will run with the title to the Real Property. THEREFORE, in consideration of the covenants and restrictions herein set forth and to be observed and performed, and in further consideration of the allocation of Destination Resort Density Pool Units to K & P Clearwater Estate, LLC, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, to K & P Clearwater Estate, LLC, hereby declares, covenants and agrees as follows: 1. Benefit and Enforcement. These covenants and restrictions are made for the benefit of K & P Clearwater Estate, LLC, and its successors and assigns and shall be enforceable by them and also for the benefit of the residents of the City of Clearwater, Florida, and shall be enforceable on behalf of the said residents by the City Council of the City of Clearwater. 2. Covenant to Prepare and Implement a Trip Generation Management Program. K & P Clearwater Estate, LLC, hereby covenants and agrees to the development, use and operation of the Real Property in accordance with the provisions of this Declaration. 2.1 Trip Generation Management Program. K & P Clearwater Estate, LLC, shall prepare a Trip Generation Management Program which includes, at a minimum, the program elements which are set out in Exhibit 2 which is attached hereto and incorporated herein. 2.2 Implementation. K & P Clearwater Estate, LLC, shall take all necessary and appropriate steps to implement the approved Trip Generation Management Program and the selected management strategies. 3. recording. Effective Date. This Declaration shall become effective immediately upon its 4. Governing Law. This Declaration shall be construed in accordance with and governed by the laws of the State of Florida. 5. Recording. This Declaration shall be recorded in the chain oftitle of the Real Property with the Clerk of the Courts of Pine lIas County, Florida. 6. Attorneys Fees. In the event the City of Clearwater or K & P Clearwater Estate, LLC, is obligated to institute legal proceedings with respect to this Declaration, the prevailing party shall be entitled, in addition, to recover reasonable attorneys' fees, paraprofessional fees and costs from the non-prevailing party. 7. Severability. If any provision, or part thereof, ofthis Declaration or the application of this Declaration to any person or circumstance will be or is declared to any extent to be invalid or unenforceable, the remainder of this Declaration, or the application of such provision or portion thereof to any person or circumstance, shall not be affected thereby, and each and every other provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law. 2 IN WITNESS WHEREOF, K & P Clearwater Estate, LLC has caused this Declaration of Covenants and Restrictions to be executed this _ day of _, 2008. Witnesses: K & P CLEARWATER ESTATE, LLC, a Florida limited liability company By: K & P Partners Limited Partnership, a Florida limited Partnership, Manager By: K & P Holding, L.c., a Florida limited liability company, General Partner By: Kiran C. Patel Managing Member State of Florida ) County of PinelIas ) The foregoing instrument was acknowledged before me this day of , 2008, by Kiran C. Patel, Managing Member ofK & P Holding, L.C., a Florida limited liability company, General Partner of K & P Partners Limited Pmtnership, a Florida limited partnership, Manager of K & P CLEAR WATER EST ATE, LLC, a Florida limited liability company on behalf of the corporation, who is personally known to me or who produced as identification. By: Signature of Notary Public My Commission Expires: Printed, typed or stamp 3 Exhibit "I" to Exhibit "F" Parcel I: Lot I, Block "A", COLUMBIA SUBDIVISION, according to plat thereof recorded in Plat Book 23, Page 60, Public Records of Pine lIas County, Florida, together with the vacated Southerly I foot of Gulf View Boulevard adjacent to said Lot 1, and the vacated westerly I foot of Coronado Drive adjacent to said Lot I, said vacated portions being shown by Resolution filed November 27,1959, in O.R. Book 757, Page 40, Public Records of Pine lIas County, Florida, and also Lots 44,45,46,47, 90,91,92,93,94,95,96 and 97, THE LLOYD-WHITE-SKINNER SUBDIVISION, according to plat thereof recorded in Plat Book 13, Pages 12 and 13, Public Records of Pine lIas County, Florida, together with the vacated westerly 1.86 feet of Coronado Drive adjacent to said Lot 93. Parcel II: Lots 48,49,50,51,52 and 98, The Lloyd- White-Skinner Subdivision, according to the map or plat thereof as recorded in Plat Book 13, Page 12, Public Records of Pinellas County, Florida. Parcel III: Lot55, North 40 feet of Lot 56, South 20 feet of Lot 101, all of Lot 102, and the North 30 feet of Lot 103, LLOYD- WHITE-SKINNER SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 13, pages 12 and 13, Public Records of Pine lIas County, Florida. Lots 53, 54, 99, 100 and the Northerly 30 feet of Lot 101, LLOYD-WRITE-SKINNER SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 13, pages 12 and 13, Public Records of Pine lIas County, Florida. TOGETHER WITH THE FOLLOWING PARCELS VACATED BY ORDINANCE 7947-08: Page 1 of 5 ORDINANCE 7947-08 A PARCEL OF ~'No:aEiNG A PART OF G'ULF VIEW BOULEVARD, AS ' DEPICTED ON~mE.lPLAT OF COLUMBIA SUBDIVISION, ACCORDING TO .THE PLAT Tr.fERE0F, As RECORDED IN PLAT BOOK23, PAGE 60, OF THE , PUBIC REcbR~~ OF PINELLAS COUNTY, FLORIDA, AND BEING A PART OF SAID ~l1:~~IEW BOULEVARD, AS DEPICTED ON THE PLAT OF LLOYD- WHITE;dL~fJER SUBDIVISION, ACCORDING. TO THE PLAT THEREOF, AS '- . RECO. FQ:1N PLAT BOOK 13, PAGES'12 AND f3, OF THE PUBLIC .: . REGO .' ',&oF PINEUJ\S COUNTY, FLORIDA, ALL LYING IN THE EAST }'z OF -. SE9't~RNl' TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS COUNTY, FL~RlpA, BEING ~ORE PARTI?ULARL'!' ?ESCRIBED BELOW: . '. \\..' 'iEclfNNING AT THE NORTHWEST GORNER OF LOT 44, OF SAID LLOYD- 'WHITE-SKINNER SUBDIVISION: THENCE S.05Q32'30~. ALONG TffE EAST roriHT-OF~WAY OF GULF VIEW aOULEVARD,A DISTANCE OF 9'0.06 FEET '!O THE SOUTHWEST CORNER OF SAID t.,OT 44; THENCE S.OSQ32'30"W., A , ,'DISTANCE OF 60.00 FEET TO THE NORTHWEST CORNER OF LOT 48, OF ~., AFORESAID LLOYD-WHITE-SKINNER SUBDNISION; THENCE ,,' S.Oso32'30'W., AlONG AFORESAIP EAST RIGHT-OF-WAY OF SAID GULF VIEW BOULEVARD, A DISTANCE OF 154.95 FEET; THENCE ALONG SAID , EAST RIGHT ~OF-WA Y OF SAID GULF VIEW BOULEVARD, A DISTANCE OF , 1.60,45 FEET;IHENCE N.84027'30'W., A DI.STANCE OF 34.98 FEET; THENCE. N.05032'30"E. ALONG THE CENTERLINE OF SAID GULF VIEW BOULEVARD, A DISTANCE OF 456.33 FEET; THENCE'S.41028'18"E., A DISTANCE OF 16.55 EEET; THENCE S.OS029'40"W., A DISTANCE OF 0.58 FEET;'THENCE S.84030'20"E., A DISTANCE OF 6.00 FEET; THENCE N.05029'40"E., A DISTANCE OF 18.97.FEET; THENCE CONTINUE N.Oso29'40"E., A DISTANCE OF 1.03 FEET; THENCE N.41000'13'W., A DISTANCE OF'17.95 FEET; THENCE N.4s031'3TE., A DISTANCE OF 14.15 FEET; THENCE N:90000'00''E., . A DISTANCE OF 34.32 FEET TO A POINT OF NON-TANGENT CURVE; __ THENCE SOUTHWESTERLY ALONG AFORESAID EAST RIGHT-OF-WAY OF GULF VIEW BOULEVARD, BEING A CURVE TO THE LEFT HAVING A . RADIUS OF 34.00 FEET, AN ARC OF 26.87 'FEET, A CHORD'OF 26.18 FEET AND A CHORD BEARING OF S.28011 '29W.; THENCE S.Oso32'30"W. ALONG SAID EAST RIGHT-OF-WAY OF GULF VIEW BOULEVARD, A DISTANCE OF 0.88 FEET; THENCE N.90oQO'OO'W., ALONG THE NORTH BOUNDARY OF AFORESAID LOT 44, A DISTANCE OF 3.82 F:EET TO THE POINT OF BEGINNING. . AND Page 2 of 5 ORDINANCE 7947-08 < ........ I' . A' PARCEL OF LANO.....BEING A PART OF GULF .vIEW BOULEVARD,. AS DEPICTED ONil1~/~,LAT OF COLUMBIA SUBDNISION,ACCORDING TO HE PLAT THEREPR'~S RECORDED IN PLAT BOOK 23, PAGE 60, OF THE PUBLIC REC.O~B/s.l0F PINELLAS COUNTY, FLORIDA, L YING'IN TIiE EAST ~ OF SECrIO~"~\-r.PWNSHIP 29 SOUTH,' RANGE 15 EAST; AND THE WEST ~ OF SECTlem, ~rOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS'COUNTY, . FLO~lo.f~ G M~.~E ~~RTIC~.~~~~ DESCRIBED AS FOLLQWS: . ',COM~~G' ATTI1E NORTHWEST CORNER OF LOT 44, OF LLOYD- WHI1~.:SkINNER SUBDMSION, ACCORDING TO THE PLAT THEREOF, AS REce5~bED ON PLAT BOOK 13,PAGE.12AND 13, OF THE PUBLIC RECORDS OP-::;P.Jt-.lELLAS COUN1Y, FLORIDA; THENCE N.90"00'OO"E., ALONG THE N(()'IJT# BOUNDARY OF SAID LOT 44, A DISTANCE OF 3.82 FEET; THENCE t&~~fi32'30"E. ALONG.THE EASTERLY RIGHT <?F WAY LINE OF AFORESAID . . .':GtI[F VIEW BOULEVARD, A DISTANCE OF 0.88 FEET TO POINT OF A ~ ~tJRVE; THENCE' NORTH,EASTERL Y ALONG SAID EASTERLY RIGHT-OF- \l.NA Y OF GULF VIEW BOUtl;VARD BEING A CURVE TO THE RIGHT HAVING A l ... . ,RADIUS OF 34.00, AN ARC OF 26.87 FEET, A CHORD 0F 2~.18 FEET, AND A ~ CHORD BEARING OF N.28"11'29"E. TO THE POINT OFBEGINNING; THENCE. N90oQQ'OO'W.; A DISTANCE OF 29.08 FEET TO A POINT OF NON-TANGENT- CURVE; THENCE NORTHEASTERLY' ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 112.00 FEET, AN ARC QF 102.51 FEET, A CHORD OF 98.97 FEET AND A. CHORD BEARING OF N.63"52'46nE.; . THENCE S.89054'OO"E., A DISTANCE OF 79.18 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 40.00 FEET, AN ARC OF 61.30 FEET; A CHORD OF 5'5.47 FEET AND A CHORD BEARING S.45"59'54'E. TO A POINT OF NON-TANGENT CURVE; THENCE WESTERLY' ALONG THE SOUTHERLY RIGHT-OF=-WAY OF' AFORESAID GULF VI'eN BOULEVARD, BEING A CURVE TO THE LEFT HAVING A RADIUS OF 28.66 FEET, AN ARC OF 11.98 FEET, A CHORD OF 11.89 FEET AND A CHORD BEARING Nn"55'43'W.; THENC~ N.8954'OQ'W. ALONG SAID SOUTHERLY RIGHT-Of-WAY OF GULF VIBN BOULDVARD, A DISTANCE OF . . 145.71 FEET TO A POINT OF CURVE; THENCE WESTERLL Y ALONG SAID SOUTHERLY RIGHT-OP-ASY OF AFORESAID GULF VIEW BOULEVARD BEING A CURVE-TO THE CURVE TO THE LEFT HAVING A RADIUS OF.34.00 FEET, AN ARC OF 23.30 FEET, A CHORD OF 22.84. FEEr AND A CHORO BEARING OF S.70"27'47W.TO THE POINT OF E?EGINNING. Page 3 of 5 TOGETHER- WITH"THE FOLLOWING PARC,ELVACATED BY ORDINANCE 7948-08: , , Vacate a portion of the. 60-foot right-of-way of First Avenue, (A. K.A. First Street per field), the plat of L1oy~-Whife-S~inner. Subdivision as recorded in Plat Book 13, Page 12 of the public, r~cords. of Pinellas County, Florida, more particularly 'described as: From the 'southwest comer of Lot 55, 'L1oyd-White-Skinner Subdivision, as recorded In Plat 'Book 13, Page 12 of the Official Records of " .'. Pinellas County, Florida,' run thence N05032'30"E along the easterly right of way '<',;',:lIne of Gulf View Boulevard as snaWn an said .plat a distance, of 335.00 feet to the ',. "Point of Beginning/said point also being the northwest carner of Lot 48 of said Lloyd White Skinner subdivision, thence N05032'30nE 60.00 f~et to the southwest , comer of Lot 44, L1oyd-White-Skinner Subdivision; thence S84D27'30"E along the . northerly right of way line Dr First Avenue, L1ayd~White~Skinner Subdivision a distance of 192.00 feet; thenCe S05032'30'W along a line 18 feet west of and paraIIel with the westerly right of way line.of Coronado Avenue as shown an the plat of Uoyd-White-Skinner Subdivision a distance of 60.00 feet to the southerly right of way Hne of said First Avenue; thence N84"27'30."Walo,!g said southerly right of way line a distance of 192.00 feet. to the Poin~ of Beginning, . .' . ~ LESS AND EXCEPT THE FOLLOWING 3 PARCELS: , QN$;: .... . The so~therly20. 0 feet of Lot 55, TOGETHER WITH Lots 56 and 103 LESS The southerly' 2Q.0 feet thereo~;TOGETHER WITH thesoui::herly 30.0 feet. of Lot 102, LLOYD~WHITE-SKINNER SUBDIVISION as, . . . . . . . . , recorded in Plat Book 13, page 12,.. Public Records of Pinellas County, Florida. TWO: PARCEl 0 TI-lE EASTERLY 18.0 FEET. OF lOTS 97 98 99 100 AND 101" TOGETHER. WfTHTIiE EASTERLY 18.0 FEu ClF LOT 102 LESS THE SOUTHERLY 300 FEET TI-lEREOF, UDYD-WHITE-SKINNER SUBDMSION f.S RECORDED IN PLAT BOOK' 13, PAGE 12, PUBUC RECORDS OF PINEllAS COUN1Y, flORIDA. Page 4 of 5 THREE: PARca C '. ..... '. .. . THE fASTERLY 1 B FEEf OF LOT 93; TOGETHER' WITH lHE WESTERLY 1.86' Fm OF THE RIGHT OF WAY OF CORONADO DRNE ABUITlNG lOT 93, lLOYD-WHITE-SKINNER' . SUBDMSION ftS RECORDED IN PLAT BOOK 13, PAGE 12,. PUBUC RECORDS OF PINEUAS COUNTY" FLORIDA; . . TOGETHER WITH A PORTION OF LOT 1, BlOCK A, COLUMBIA SUBDMSION ftS RECORDED IN PlAT BOOK 23, PAG~ 60, PUBUC RECORDS OF PINEllAS. COUNTY, FLORIDA, AND TOGETHER WITH A PORTION OF. THE WESTERLY 1 FOOT OF THE PlAITED RIGHT OF WAY . OF CORONADO DRIVE ADJACOO TO SAID LOT 1, AU. OF .lHE ABOVE BElNG FURTHER . DESCRIBED ftS FOlLOWS: ' .' < . BEGINNING AT lHE SOUTHEAST CORNER OF' LOT 93,LLOYD~WliITE":'SKINNER SUBDMSION, lHENCE N84"27'30"WAlONG THE ~OUTHERLY BOUNDARY OF . LOT' 93 i\ DISTANCE OF 18.00 FEET; :THENCE NOS32'30.E ALONG A UNE 1 B FEET WESTERLY OF AND PARAIlB.. TO lHE EASTERlY BOUNDARY OF SAID lOT 93 A DISTANCE OF 13232 Fm: tHENCE 5.24 .FEET AlONG THE ARC OF A CURVE TO THE lEFT HAVING A RADIUS OF 4(].00 . FEET, A CHORD OF 5.23 FEET AND A CHORD BE'ARJNG N01"47'31t: TO A POINT ON A NON-TANGENT CURVE;ltlENCE 35.43 FEET AlONG THE ARC OF SAID CURVE TO ltlE RIGHT HAVING A RADIUS OF 28.66 Fm. A CHORD OF 33.22 Fm AND A CHORD BEARING S30"04'20"E; THENCE N90"OO'OO"E. AlONG THE EASTERLY PROJECTION OF THE' NORTHERLY BOUNDARY OF SAID LOT 93 A DISTANCE OF 0.86 Fm: lHENCE . SOS32'30"W, AlONG A UNE 1.B6 FEET EASTERlY:OF AND PARAUEL TO ltlE EASTERLy . BOUNDARVOF SAID LOT. 93 A DISTANCE OF 110.62Fm: THENCENB4"27'30"W A DISTANCE OF 1.86 FEET TO THE POINT OF BEGINNING. '. . . .._---~-------_._---_._--.- '-. Page 5 of 5 EXHIBIT 2 Trip Generation Management Program 1. Prior to issuance of a Certificate of Occupancy for the Resort Hotel, the Developer shall implement a Transportation System Management Plan. This Plan shall establish practices, procedures and costs/fees for services to reduce the number of trips to and from the site. Examples of methods, which may be considered, are: a. Guest shuttle services/airport b. Guest shuttle services/activities c. Employee shuttle d. Non-motorized modes for Hotel guests e. Fixed route transit f. Taxis/demand responsive transit g. Non-motorized modes for employees h. Staggered working hours The plan will address the trip characteristics of resort occupancy, compare and contrast the generation and reduction methods between Hotel and Timeshare users and create a supponing trip utilization projection for the Beach by Design transit proposal from Resort Hotel visitors. The plan will apply a best methods approach. City and County transportation programs may also generate additional methods based on special studies or intergovernmental program funding (County-wide Gulfview Trolley System). EXHIBIT G COVENANT REGARDING HURRICANE EV ACUA TION and DEVELOPMENT, USE AND OPERATION DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARA nON OF COVENANTS AND RESTRICTIONS ("Declaration") is made as of the __ day of , 200_, by K &. P CLEARWATER ESTATE, LLC" a Florida limited liability company ("Developer"). Developer is the owner of fee simple title to the real property described in Schedule I attached hereto and made a part hereof (hereinafter, the ("Real Property"). The City of Clearwater, Florida (the "City"), has amended it Comprehensive Plan to designate Clearwater Beach as a Community Redevelopment District pursuant to the Pinellas County Planning Council Rules in order to implement the provisions of Beach by Design, a plan for the revitalization of Clearwater Beach. The designation of Clearwater Beach as a Community Redevelopment District (the "Designation") provides for the allocation of Destination Resort Density Pool Units ") as an incerltive for the development of destination quality hotel resorts with a full complement of resort amenities. Pursuant to the Designation, the allocation of Destination Resort Density Pool Units is subject to compliance with a series of performance standards, including a requirement that resorts containing a hotel developed with Destination Resort Density Pool Units ("Resort Hotel") shall be closed and all Guests evacuated from such resorts as soon as practicable after the National Hurricane Ccnterposts a hurricane watch that includes Clealwater Bea~h. The purpose of such evacuation is to ensure that such a Resort Hotel is evacuated in advance ofthe period oftime when a hurricane evacuatIon would be expected in advance of the approach of hurricane force winds. The City has granted, by City Council Resolution _ , passed and approved on Developer's application for Destination Resort Density Pool Units pursuant to the Designation, subject to Developer's compliance with the requirements of the Designation. Developer desires for itself: and its successors and assigns, as owner, to establish certain rights, duties, obligations and responsibilities with respect to the use and operation ofthe Real Property in accordance with the terms and conditions of the allocation of the Destination Resort Density Pool Units to the City and the Designation, which rights, duties, obligations and responsibilities shall be binding on any and all successors and assigns and will run with the title to the Real Property. THEREFORE, in consideration of the covenants and restrictions herein set forth and to be observed and performed, and in further consideration of the allocation of Destination Resort Density Pool Units to Developer, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Developer hereby declares, covenants and agrees as follows: 1. Benefit and Enforcement. These covenants and restrictions are made for the benefit of Developer and its successors and assigns and shall be enforceable by them and also for the benefit ofthe residents of the City and shall be enforceable on behalf of said residents by the City Council of the City. 2. Covenant of Development, Use and Operation. Developer hereby covenants and agrees to the development, use and operation of the Real Property in accordance with the provisions of this Declaration. 2.1 :Use. The use of the resort on the Real Property is restricted as follows: 2.1,.l A minimum of two hundred and fifty (250) hotel units, which is the number of hotel units allocated to DEVELOPER, shall be used solely for transient occupancy of thirty (30) consecutive days or less, must be licensed as a public lodging establishment and classified as a hotel, and must be operated by a single licensed operator of the hotel. No hotel unit shall. be used as a primary or permanent residence. 2.1.2 All other units shall be licensed as a public lodging establishment, classified as a time share with occupancy limited to stays of thirty (30) consecutive days or less. No unit shall be used as a primary or pemmnent residence. 2.1.3 As llsed herein, the terms "transient occupancy," "public lodging establisbment," "hotel," "time share," and "operator!! shall have the meaning given to such terms in Chapter 509, Part I, Florida Statutes (2004). 2.2 Closure of Improvements and Evacuation. The Resort Hotel developed on the Real Property shall be closed as soon as practicable upon the issuance of a hurricane watch by the National Hurricane Center, which hurricane watch includes Clearwater Beach, and all Resort Hotel guests, visitors and employees other than emergency and security personnel required to protect the resort, shall be evacuated from the Resort Hotel as soon as practicable following the issuance of said hurricane watch. In the event that the National Hurric.ane Center shall modify the terminology employed to warn of the approach of hurricane force winds, the closure and evacuation proviSIOns of this Declaration shall be governed by the level of warning employed by the National Hurricane Center which precedes the issuance of a forecast of probable landfall in order to ensure that the guests, visitors and employees will be evacuated in advance of the issuance of a forecast of probable landfall. 3 Effective Date. This Declaration shall become effective upon issuance of all building permits required to build the project ("Project") and Developer's commencement of 2 construction of the Project, as evidence by a Notice of Commencement for the Project. This Declaration shall expire and terminate automatically if and when the allocation of Bonus Units to the Developer expires or is terminated. 4 Governing Law. This Declaration shall be construed in accordance with and governed by the laws of the State of Florida. 5 Recording. This Declaration shall be recorded in the chain of title of the Real Property with the Clerk of the Courts of Pinellas County, Florida. 6 Attorneys' Fees. Developer shall reimburse the City for any expenses, including reasonable attorneys' fees, which are incurred by the City in the event that the City determines that it is necessary and appropriate to seek judicial enforcement of this Declaration and the City obtains relief, whether by agreement of the parties or through order of a court of competent jurisdiction. 7 Severability. If any provision, or part thereof, of this Declaration or the application of this Declaration to any person or circumstance will be or is declared to any extent to'e invalid or unenforceable, the remainder of this Declaration, or the application of such provision or portion thereof to any person or circumstance, shall not be affected thereby, and each and every other provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law. IN Wl1NESS WHEREOF, Developer has caused this Declaration to be executed this _._,'. day of2008. Witnesses: K & P CLEARWATER ESTATE, LLC, (I Plorida limited liability company By: K & P Partners Limited Partnership, a Florida limited Partnership, Manager By: K & P Holding, L.C., a Florida limited liability company, General Partner By: Kiran C. Patel Managing Member 3 State of Florida ) County of Pinellas ) The foregoing instrument was acknowledged before me this . day 0(_ ,2008, by Kiran C. Patel, Managing Member ofK & P Holding, LC., a Florida limited liability company, General Partner ofK & P Partners Limited Partnership, a Florida limited partnership, Manager of K & P CLEARWATER EST ATE, LLC, a Florida limited liability company on behalf of the corporation" who is personally known to me or who produced as identification. By: Signature of Notary Public My Commission Expires: Printed, typed or stamp 4 Schedule "1" to Exhibit "G" Parcel I: Lot I, Block itA", COLUMBIA SUBDIVISION, according to plat thereof recorded in Plat Book23, Page 60, Public Records of Pine lIas County, Florida, together with the vacated Southerly I foot of Gulf View Boulevard adj acent to said Lot 1, and the vacated westerly 1 foot of Coronado Drive adjacent to said Lot 1, said vacated portions being shown by Resolution filed November 27, 1959, in O.R. Book 757, Page 40, Public Records of Pine lIas County, Florida, and also Lots 44,45,46,47, 90,91,92,93,94,95,96 and 97, THE LLOYD- WHITE-SKINNER SUBDIVISION, according to plat thereof recorded in Plat Book 13, Pages 12 and 13, Public Records of Pin ell as County, Florida, together with the vacated westerly 1.86 feet of Coronado Drive adjacent to said Lot 93. Parcel II: Lots 48,49, 50, 51, 52 and 98, The Lloyd- White-Skinner Subdivision, according to the map or plat thereof as recorded in Plat Book 13, Page 12, Public Records of Pine lIas County, Florida. Parcel III: Lot 55, North 40 feet of Lot 56, South 20 feet of Lot 101, all of Lot 102, and the North 30 feet of Lot 103, LLOYD- WHITE-SKINNER SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 13, pages 12 and 13, Public Records of Pine lIas County, Florida. Lots 53, 54, 99, 100 and the Northerly 30 feet of Lot 101, LLOYD-WHITE-SKINNER SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 13, pages 12 and 13, Public Records of Pine lIas County, Florida. TOGETHER WITH THE FOLLOWING PARCELS VACATED BY ORDINANCE 7947-08: Page 1 of 5 ORDINANCE 7947-08 A PARCEL OF ~'NifJ3EiNG A PART OF G'UlF VIEW BOULEVARD, AS . DEPICTED ON~WE.lPLAT OF COLUMBIA SUBDIVISION, ACCORDING TO THE PLAT T.tiERE~F, As RECORDED IN PLAT BOOK23, pAGE 60, OF THE PUBIC REcb'RG.S OF PJNEU.AS COUNTY, FLORIDA, AND BEING A PART OF SAID G~~VIEW BOULEVARD, AS DEPICTED ON THE PLAT OF LLOYD- WH. ITEFI ~Lr::s .' E.R SUBDNISION, ACCORDING TO THE PLAT THEREOF, AS '- ,RECO." PLAT BOOK 13, PAGES'12 AND f3, OF THE PUBLIC .: " RECa .' ','S-0F PINElLAs COUNTY, FLORIDA, All LYING IN THE EAST ~ OF - SEot~.RN/, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINElLAS COUNTY. . FL~RfpA, BEING ~ORE PARTI?ULARLY ~ESCRIBED BELOW: ' . . .,\ ." i:.EclINNING AT THE NORTHWEST CORNER OF lOT 44, OF SAID lLOYD- VJHITE-SKINNER SUBDIVISION: THENCE S.05032'30W. ALONG TEfE EAST rotiHT-OF~WAY OF GULF VI'eN SOULEVARD, 'A DISTANCE OF 9'0.06 FEET "~Tb THE SOUTHWEST CORNER OF SAID (..OT 44; THENCE S.05032'30'W., A ' I DISTANCE OF 60.00 FEET TO THE NORTHWEST CORNER OF LOT 48, OF .., AFORESAID lLOYD-WHITE-SKINNER SUBDIVISION; THENCE ' . ' S.05032'30'W., AI:.ONG AFORESAIO EAST RIGHT-OF~WAY OF SAID GULF VIEW BOULEVARD, A DISTANCE OF 154.95 FEEl'; THENCE ALONG SAID , EAST RIGHT-OF-WAY OF SAID GULF VIEW BOULEvARD, A DISTANCE OF , 1,60.45 FEET; 'THENCE N.84027'30'W., A or.STANCE OF 34.98 FEET; THENCE. N.05032'30"E. ALONG THE CENTERLINE OF SAID GULF VIEW BOULEVARD, A DISTANCE OF 456.33 FEET; THENCE.S.41028'18"E., A DISTANCE OF 16.55 fEET; THENCE S.05029'40"VV., A DISTANCE OF 0.58 FEET;' THENCE S.84030'20"E., A DISTANCE OF 6.00 FEET; THENCE N.05029'40"E., A orSTANCE OF 18.97,FEET; THENCE CONTINUE N.05029'40"E., A DISTANCE OF 1.03 FEET; THENCE N.41000'13'W., A DISTANCE OF'17.95 FEET; THENCE N.48031'37"E., A DISTANCE OF 14.15 FEET; THENCE N:90000'OO"E., ,A DISTANCE OF 34.32 FEET TO A POINT OF NON-TANGENT CURVE; __ THENCE SOUTHWESTERLY ALONG AFORESAID EAST RIGHT-OF-WAY OF GULF VIEW BOULEVARD, BEING A CURVE TO THE LEFT HAVING A . RADIUS OF 34.00 FEET, AN ARC OF 26.87 fEET, A CHORD'OF 26.18 FEET AND A CHORD BEARING OF S.28011'29W.; THENCE S.05032'30"W. ALONG SAID EAST RIGHT-OF-WAY OF GULF VIEW BOULEVARD, A DISTANCE OF 0.88 FEET; THENCE N.90oQO'OO"W., ALONG THE NORTH BOUNDARY OF AFORESAID LOT 44, A DISTANCE OF 3.82 pEET TO THE POINT OF BEGINNING. . AND Page 2 of 5 ORDINANCE 7947-08 <. ,. /. . A' PARCEL OF. LA.ND....BEING A PART OF. GULF. VI'2N BOULEVARD,. AS DEPICTED ON il1~.tP;,LAT OF COLUMBIA SUBDNISION,ACCORDING TO HE PLAT THEREG~'~:3 RECORDED IN PLAT BOOK 23, PAGE 60, OF THE PUBLIC HEC_O~Bftl0F PINELLAS COUNTY, FLORIDA, LYING' IN THE EAST ~ OF ~ECTIO~'.~\1;OWNSHIP 29 SOUTH,' RANGE 15 EAST; AND THE WEST ~ OF SECTIffl'J l...:rOWNSHIP 29 SOUTH, RANGE 15 .EAST. PINELLAS'COUNTY, . FLO~}o.~~ G M,?HE p'ARTIC~~~~~ DESCRIBED AS FOLLOWS: . .~ COM~$G' AT THE -NORTHwEST CORNER OF LOT 44. OF LLQ"YD- WHllt=....$INNER SUBDMSION, ACCORDING TO THE PLAT THEREOF. AS R~dabED ON PLAT BOOK 13.PAGE.12AND 1.3. OF THE PUBLIC RECORDS O~-.. ~~ELLAS COUNTY. FLORIDA; THENCE N.90000'OO"E.. ALONG THE MQ!lt# BOUNDARY OF SAID LOT 44. A DISTANCE OF 3.82 FEET; THENCE (~~~:a2'30"E. ALONG.THE EASTERLY RIGHT C?F WAY LINE OF AFORESAID . . ,":GtIlF VIEW BOULEVARD. A DISTANCE OF 0.88 FEET TO POINT OF A ~ ~t1RVE; THENCE. NORTtIq\STERLY ALONG SAID EASTERLY RIGHT-OF- 0NA Y OF GULF VIr::N BOUtEVARD BEING A CURVE TO THE RIGHT HAVING A t . '. . ,RADIUS OF 34.00, AN ARC OF 26.87 FEET; A CHORD 0F 26.18 FEET. AND A " CHORD BEARING OF N.2so11'29"E. TO THE POINT OF.BEGINNING; THENCE.. N90000'OO'W.; A DISTANCE OF 29.08 FEEl TO A POINT OF NON-TANGENT- CURVE; THENCE NORTHEASTERLY - ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 112.00 FEET. AN ARC QF 102.51 FEET. A CHORD OF 98.97 FEET AND A CHORD BEARING OF N.63052'46"E.; THENCE S.S9a54'OOirE.,A DISTANCE OF 79.18 FEET TO A POINT OF CURVE; .THENCE SOUTHEASTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 40.00 FEET. AN ARC OF 61.30 FEET; A CHORD OF fi'S.47 FEET AND A CHORD BEARING- S.4SOS9'54'E. TO A POINT OF NON-TANGENT CURVE; THENCE WESTERLY' ALONG THE SOUTHERLY RIGHT-OF=~WAY OF' AFORESAID GULF VIEW BOULEVARD, BEING A CURVE TO THE LEFT HAVING A RADIUS OF 28.66 FEET, AN ARC OF 11.98 FEET. A CHORD OF 11.89 FEET AND A CHORD BEARING NnoS5'43'W.; THENCE; N.S954'OQ'W. ALONG SAID SOUTHERLY RIGHT-Of-WAY OF GULF VIEW BOULDVARD, A DISTANCE OF . - 145.71 FEET TO A POINT OF CURVE; THENCE WESTERLLY ALONG SAID SOUTHERLY RIGHT-Of-ASY OF AFORESAID GULF VIBN BOULEVARD BEING A CURVETO THE CURVE TO THE LEFT HAVING A RADIUS OF.34.00 FEET, AN ARC OF 23.~0 FEET, A CHORD OF 22.84 _ FEET AND A CHORO BEARING OF S.70Q27'47W.TO THE POINT OF (?EGINNING. Page 3 of 5 TOGETHER' WITH THE FOLLOWING PARC,EL VACATED BY ORDINANCE 7948-08: . . ..' Vacate a portion of the60-foot right-of-way of First Avenue, (A.KA. First Street per field), the plat of L1oy~..Whife-Skinner, Subdivision as recorded in Plat Book 13, Page 12 of the public, records. of Pinellas County, Florida, more particularly , described as: From' the '~s6uthwest comer of Lot 55, 'Lloyd-White-Skinner Subdivision,' as ,recorded In Plat 'Book 13, Page 12 of the Official Records of , :. ,Piriellas County, Florida,' run thence N05032'30"E along the easterly right of way ',<",;::lIne of Gulf View Boulevard as shown on said .plat a distance of 335.00 feet to the , ': 'Point of Beginning/said point also oeing the northwest comer of Lot 48 of said Lloyd White Skinner subdivision, thence'N05032'30"E 60.00 f~et to the southwest , comer of Lot 44, L1oyd-White-Skinner Subdivision; thence S84027'30"E along the " 'northerly right of way line pf First Avenue, L1oyd~White-Skinner Subdivision a distance of 192.00 feet~ thenCe S05032'30'W along a line 18 feet west of and parallel with the westerly right of way line.of Coronado Avenue as shown on the plat of Uoyd-White-Skinner Subdivision a distance oT 60.00 feet to the southerly right of way line of said First Avenue; thence N84027'30."Walong said southerly right of w.ay line a distance of 192.00 feet' to the Point. of Beginning, LESS AND EXCEPT THE FOLLOWING 3 PARCELS: , QNE: The so~t~erly20.0feet of Lot 55, TOGETHER WITH Lots 56 and 103 LESS The souther,lY' 29..0 feet ~hereo~; TOGETHER WITH the southerly 30.0 feet of Lot 102, LLOYD~WHITE-SKINNER SUBDIVISION as, ' . - . . - - , recorded in Plat Book 13, paga 12,.Pubitc Rec6rds of Pinell~s County, Florida. TWO: PARCEl D THE EASTERLY 18.0 FEET. OF LOTS 97 98 99 100 AND 101- TOGETHER. WITH THE EASTERLY 18.0 FiEf OF LOT 102 lESS THE SOUTHERLY 300 FEET THEREOF, LLOYD-WHITE-SKINNER SUBDMSION AS RECORDED IN PLAT BOOK' 13, PAGE 12, PUBUC RECORDS OF PINELlAS COUNTY, FLORIDA. Page 4 of 5 THREE: PARCEl.. C .. ....... . . THE EASTERlY 18 FEET OF lOT 93; TOGETIiER' WIlH lHE WESTERlY 1.86. FEET OF lHE RIGHT OF WAY OF CORONADO DRNE ABumNG lOT 93, llOYD-WHITE -SKINNER . . SUBDMSION /<S RECORDED IN PLAT. BOOK 13, PAGE 12,. PUBUC RECORDS OF PINEUAS COUNTY" FLORIDA; .. . TOGETHER Wffi{ A PORTION OF lOT 1, BlOCK A. COLUMBIA SUBDMSION /<S RECORDED IN PLAT BOOK 23, PAGE 60, PUBUC RECORDS OF PINatAS. COUNTY, FLORIDA. AND TOGETHER Wffi{ A PORTION OF THE WESTERLY 1 FOOT OF THE PLAITED RIGHT OF WAY . OF CORONADO DRIVE ADJACENT TO SAID LOT 1, All. OF .lHE ABOVE BEING FURTHER . DESCRIBED IS FOLlOWS: . . . ..' .; . ... . BEGINNING AT lHE SOUTHEAST CORNER OF' lOT 93, liOYD~WHITE-SKlNNER SUBDMSION, lHENCE N84"27'30"WAlONG THE SOUTHERlY BOUNDARY OF . lOT. 93 'A DISTANCE OF 18.00 FEET; 'THENCE N05"32'30.E AlONG A UNE 18 FEEr WESTERLY OF AND PARAUB. TO lHE EAStERly BOUNDARY OF SAID LOT 93 A DISTANCE OF 132.32 FEET; tHENCE 5.24 FEET AlONG lHE ARC OF A CURVE 10 THE lEFT HAVING A RADIUS OF 40.00 . FEET. A CHORD OF 5.23 FEET AND A CHORD BE'ARlNG NO 1"47'31 t: 10 A POINT ON A NON-TANGENT CURVE: THENCE 35.43 FmAlONG lHE ARC OF SAID CURVE TO lHE RIGHT HAVING A RADIUS OF 28.66 Fm, A CHORD OF 33.22 FEErAND A CHORD BE'ARlNG S3CT04'20wE;lHENCE N9CTOO'OO"E. ALONG THE .EAS1ERLY PROJECTION OF lHE NORTHERLY BOUNDARY OF SAID lOT 93 A DISTANCE OF 0.86 Fm; lHENCE . S05"32'30"W, AlONG A UNE 1.86 Fm EASTERLY:OF AND PARAlliL TO lHE EASTERLY . BOUNDAR'{OF SAID lOT. 93 A DISTANCE OF 110.62 FEEr; THENCEN84"27'30"W A DISTANCE OF 1.86 FEET TO THE POINT OF BEGINNING" . Page 5 of 5 EXHIBIT H REQUIRED PERMITS AND APPROVALS 1. Site plan approval 2. Conditional Approval of Vacations/Dedications 3. Piling & foundation permit 4. Demolition permit 5. Site alteration/drainage permit 6. Utility relocation permit 7. Vacation of rights of way approval, conditions and replat approval 8. SWFWMD ERP permit or exemption 9. FDEP sewer permit 10. Pinellas County Health Department Water Permit 11. Building permits package a. structural b. mechanical c. electrical d. plumbing 12. Easement Agreement [3. Cafe Seating License 14. Landscape, Irrigation & Lighting,PemIit from Recreation and Parks Departmenl 15. Land Exchange EXHIBIT I COVENANT OF UNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: B.D. Armstrong III., Esquire Johnson, Pope, Bokor, Ruppel & Burns, LLP 911 Chestnut Street Clearwater, Florida 33756 COVENANT OF UNIFIED USE THIS COVENANT OF UNIFIED USE (the "Agreement") is executed this _day of , 2008 by K & P Clearwater Estate, LLC" a Florida limited liability company ("Developer"). WITNESSETH:. WHEREAS, Developer is the owner of the real property legally described on Scb.edule A attached hereto and incorporated herein by reference (the "Real Property"); and WHEREAS, Developer and the City of Clearwater, Florida (the "City") are parties to that certain Development Agreement dated ___j 2008 (the "Development Agreement"), pursuant to which the City has agreed that Developer may develop and construct upon the Real Property a multi-use project as described in the Development Agreement (the "Project"); and WHEREAS, Developer intends to develop and operate the Real Property for a unified use, as more particularly described in this Agreement. NOW, THEREFORE, in consideration of the sum ofTen Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer does hereby agree that, effective as of the date on which Developer receives all permits required to construct the Project and Developer commences construction thereof, as evidenced by a Notice of Commencement for the Project, the Real Property shall be developed and operated as a single destination resort hotel and a timeshare/interval ownership project, as described in the Development Agreement. The restrictions set forth in the preceding sentence shall expire automatically when and if Developer's allocation of Additional Hotel Units (as defined in the Development Agreement) expires or is terminated. Nothing in this Agreement shall require Developer to develop the Project or restrict Developer's ability to sell, assign, transfer or otherwise convey its right in and to the Real Property or any portion or portions thereof to unrelated third- parties. Further, nothing in this Agreement shall preclude the purchase and sale of one or more Interval OwnershIp Units to be constructed as a part of the Project (the "Interval Ownership") (or Hotel Units (as defined in the Development Agreement) if sold in a condominium form of ownership), to separate, unrelated third parties, provided that such Interval Ownership or Hotel Units are operated and occupied as part ofthe Project as a single unified project throughout the term ofthis Agreement. Developer agrees that the City shall have the right to enforce the terms and conditions of this Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator and all Interval Ownership Units may be operated by a single management firm/operator. IN WITNESS WHEREOF, Developer has caused this Agreement to be executed this ___ day of ____, 2008. Witnesses: K & P CLEARWATER ESTATE, LLC, a Florida limited liability company By: K & P Partners Limited Partnership, a Florida limited Partnership, Manager By: K & P Holding, L.C.., <l Florida limited iiability company, General Partner By:_______ Kiran C. Patel Managing Member State of Florida ) County of PineIlas ) The foregoing instrument was acknowledged before me this day of _. ,2008, by Kiran C. Patel, Managing Member ofK & P Holding, L.C., a Florida limIted liability company, General Partner of K & P Partners Limited Partnership, a Florida limited partnership, Manager of K & P CLEAR WATER ESTATE, LLC, a Florida limited liability company on behalf of the corporation, who is personally known to me or who produced_____ as identification. By: Signature of Notary Public My Commission Expires: Printed, typed or stamp 2 Schedule "A" to Exhibit "I" Parcel I: Lot I, Block "A", COLUMBIA SUBDIVISION, according to plat thereof recorded in Plat Book 23, Page 60, Public Records of Pine lIas County, Florida, together with the vacated Southerly I foot of Gulf View Boulevard adjacent to said Lot I, and the vacated westerly I foot of Coronado Drive adjacentto said Lot I, said vacated portions being shown by Resolution filed November 27, 1959, in O.R. Book 757, Page 40, Public Records of Pine lIas County, Florida, and also Lots 44, 45, 46,47, 90,91,92,93,94,95,96 and 97, THE LLOYD-WHITE-SKINNER SUBDIVISION, according to plat thereof recorded in Plat Book 13, Pages 12 and 13, Public Records of Pine lIas County, Florida, together with the vacated westerly 1.86 feet of Coronado Drive adjacent to said Lot 93. Parcel II: Lots 48,49,50,51,52 and 98, The Lloyd- White-Skinner Subdivision, according to the map or plat thereof as recorded in Plat Book 13, Page 12, Public Records of Pine lIas County, Florida. Parcel III: Lot 55, North 40 feet of Lot 56, South 20 feet of Lot 10 I, all of Lot 102, and the North 30 feet of Lot 103, LLOYD-WRITE-SKINNER SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 13, pages 12 and 13, Public Records of Pine lIas County, Florida. Lots 53, 54, 99, 100 and the Northerly 30 feet of Lot 101, LLOYD-WRITE-SKINNER SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 13, pages 12 and 13, Public Records of Pine lIas County, Florida. TOGETHER WITH THE FOLLOWING PARCELS VACATED BY ORDINANCE 7947~08: Page 1 of 5 ORDINANCE 7947-08 A PARCEL OF ~'Nd)3EiNG A PART OF C3'ULF VIEW BOULEvARD, AS . DEPICTED OW'f/;{E./PLAT OF COLUMBIA SUBDIVISION, ACCORDING TO THE PLAT T.HERE0F, AS RECORDED IN PLAT BOOK23, PAGE 60, OF THE . 'PUBIC REct>R~S OF P.INELLAS COUNTY, FLORIDA, AND BEING A PART OF SAIDa~l1: 'ii1'eN BOULEVARD, AS DEPICTED ON THE PLAT OF LLOYD- WH. ITE~7B.~H.\f .' ER SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS '- ; RECO. PLAT BOOK 13, PAGES'12 AND 13, OF THE PUBLIC .: ~ RECO . '&DF PINELLAS COUNTY, FLORIDA,ALL LYING IN THE EAST ~ OF . r .. ~ SECt.f.R,Nl' TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS COUNTY, . FL~RfpA, BEING ~ORE PARTI?ULARL: ~ESCRIBED BELOW: . ...... " ^B:.EclINNING AT THE NORTHWEST CORNER OF LOT 44, OF SAID LLOYD- .wHITE-SKINNER SUBDIVISION: THENCE S.05032'30:'W. ALONG Tf-fE EAST roc3HT-OF~WAY OF GULF VI 'eN SOULEVARD,'A DISTANCE OF 90.06 FEET ~;rb THE SOUTHWEST CORNER OF $AID (..OT 44; THENCE S.05032'30"W., A . I DISTANCE OF 60.00 FEET TO THE NORTHWEST CORNEROF lOT 48. OF :.. AFORESAID LLOYD-WHITE-SKINNER SUBDIVISION; THENCE . S.Oso32'30W., ALONG AFORESAIO EAST RIGHT-OF-WAY OF SAID GULF VIEWBOULEVARD,A DISTANCE OF 154.9S FEET; THENCE ALONG SAID EAST RIGHT ~OF-WAY OF SAID GULF VIEW BOULEvARD, A DISTANCE OF . 1-60.45 FEET; "THENCE N.84027'30W., A Of.STANCE OF 34.98 FEET; THENCE. N.OSo32'30"E. ALONG THE CENTERLINE OF SAID GULF VIEW BOULEVARD, A DISTANCE OF 456.33 FEET; THENCE'S.41028'18"E., A DISTANCE OF 16.55 EEET; THENCE S.05029'40W., A DISTANCE OF 0.58 FEET;'THENCE S.84030'20"E., A DISTANCE OF 6.00 FEET; THENCE N.05029'40"E., A . DISTANCE OF 18.97.FEET; THENCE CONTINUE N.Oso29'40"E., A DISTANCE OF 1.03 FEET; THENCE N.41000'13'W., A DISTANCE OF'17.95 FEET; THENCE N.48031'37"E., A DISTANCE OF 14.15 FEET; THENCE N:90"OO'OO"E., . A DISTANCE OF 34.32 FEET TO A POINT OF NON-TANGENT CURVE; ,.. THENCE SOUTHWESTERLY ALONG AFORESAID EAST RIGHT-OF-WAY OF GULF VI8N BOULEVARD, BEING A CURVE TO THE lEFT HAVING A . RADIUS OF 34.00 FEET, AN ARC OF 26.87 fEET, A CHORD'OF 26.18 FEET J\ND A CH(JRD BEARING OF S.28"11'29W.; THENCE S.05032'30"W. ALONG SAID EAST RIGHT-OF-WAY OF GULF VIEW BOULEVARD, A DISTANCE OF 0.88 FEET; THENCE N.90"OO'OO'W., ALONG THE NORTH BOUNDARY OF AFORESAID LOT 44, A DISTANCE OF 3.82 pEET TO THE POINT OF BE(3INNING. . AND Page 2 of 5 ORDINANCE 7947-08 < ....... I" . A' PARCE;L OF ..LANrr"BEING A PART OF. GULF, VIEW BOULEVARD" AS DEPICTED ON !..H~.t!7.LAT OF COLUMBIA SUBDIVISION, ACCORDING TO HE: PLAT THEREGR~~S RECORDED IN PLAT BOOK 23, PAGE 60, OF THE PUBUC REq~O~ftloF PINELLAS COUNTY, FLORIDA, LYING'IN THE EAST ~ . OF SECTIO~''9:;~.:r~OWNSHIP 29 SOUTH,' RANGE 15 EAST; AND THE WEST ~ OF S.E... C..T}'r.' )v'fOWN.S...H...IP. 29 SO..UT. . H,.RANGE 15 EAST, PINELLAS'COUNTY, FLORIDA~ . G MORE PARTICULARLY DESCRIBED AS FOLLOWS: .' COM~~" ATiH~:'~~ORT~~+ CORNER OF LOT 44, OF LLOYD- 'WHI1~2SKINNER SUBDMSION, ACCORDING TO THE PLAT THEREOF, AS R~ORbED ON PLAT BOOK 13,PAGE'12AND 13, OF THE PUBLIC RECORDS Or;:... j ELLAS' COUNTY. FLORIDA; THENCE N.90000'oonE., ALONG THE rJ~~ ~ BOUNDARY. . OF SAID LOT 44, A DISTANCE OF 3.82 FEET; THENCE Z^&Ji~~2'30nE. ALONG.THE EASTERLY RIGHT OF WAY LINE OF AFORESAID . . ~":GtJiF VI'8N BOULEVARD, A DISTANCE OF '0.88 FEET TO POINT OF A .' ~ttRVE; THENCE' NORTH.EASTERLY ALONG SAID EASTERLY RIGHT-OF- W4AY OF GULF VICW BOUl:.J;VARD BEING A CURVE TO THE RIGHT HAVING A I . . ,RADIUS OF 34.00, AN ARC OF 26,87 FEET; A CHORD 0F 2~;1 a FEET, AND A "CHORD BEARING OF N.28D11'29"E. TO THE POINT OF,BEGINNING; THENCE. N90DOO'00W.; A DISTANCE OF 29.0a FEET TO A POINT OF NON-TANG'ENT CURVE; THENCE NORTHEASTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 112.00 FEET, AN ARC OF 102.51 FEET, A CHORD OF 98.97 FE~ 'AND A. CHORD BEARING . OF N.63D52'46nE.; )"HENCE S.89D54'oonE.,A DISTANCE OF 79.18 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 40.00 FEET, AN ARC OF 61.30 FEET; A CHORD OF 55.47 FEET AND A CHORD BEARING S.45D59'54'E. TO A POINT OF NON-TANGENT CURVE; THENCE WESTERLY' ALONG THE SOUTHERLY RIGHT-OF=-WAY OF' AFORESAID GULF VIEW BOULEVARD, BEING A CURVE TO THE LEFT HAVING A RADIUS OF 28.66 FEET, AN ARC OF 11.98 FEET, A CHORD OF 11.89 FEET AND A CHORD BEARING N7r55'43W.; THENCE N.8954'OO'W. ALONG SAID SOUTHERLY RIGHT-Of-WAY OF GULF VIEW BOULDVARD, A DISTANCE OF . . 145,.71 FI;ET TO A POINT OF CURVE; THENCE WESTERLL Y ALONG SAID SOUTHERLY RIGHT-OF-ASY OF AFORESAID GULF VI8N BOULEVARD BEING A CURVE-TO THE CURVE TO THE LEFT HAVING A RADIUS OF.34.00 FEET, AN ARC OF 23.40 FEET, A CHORD OF 22.84 FEET AND A CHORO BEARING OF S.70027'47W.TO THE POINT OF ~EGINN1NG. Page 3 of 5 TOGETHER. WITH THE FOLLOWING PARC.ELVACATED BY ORDINANCE 7948-08: Vacate a portion of the 60-foot right-of-way of First Avenue, (A.KA. First Street per field), the plat of L!oY9-Whife-Skinner.Subdivision as recorded in Plat Book 13, Page 12 of the public, records. of Pinellas County, Florida, more particularly . described as: Froiri' the . southwest comer of Lot 55, 'L!oyd-White-Skinner Subdivision, as recorded In Plat. Book 13, Page 12 of the Official Records of . . Pinellas County, Florida,: run thence N05032'30nE along the easterly right of way . , '. >.'.;.;line of Gulf View Boulevard as shown on said .plat a distance of 335.00 feet to the . 'Point of Beginning/said pOint also being the northwest comer of Lot 48 of said Lloyd White Skinner subdivision, thence'N05032'30nE 60.00 f~et to the southwest . comer of Lot 44, Lloyd-White-Skinner Subdivision; thence S84027'30nE along the northerly right of way line pf First Avenue, L1oyd~White-Skinner Subdivision a distance of 192.00 feet; thenCe SOSD32'30'Walong a line 18 feet west of and paraIrel with the westerly right of way line.of Coronado Avenue as shown on the plat of Lloyd-White-Skinner Subdivision a distance of 60.00 feet to the southerly right of way line of said First Avenue; thence N84027'30"Walong said southerly right of way linea distance of 192.00 feet' to the Poin~ of Beginning, , LESS AND EXCEPT THE FOLLOWI~G j PARCELS: . c:)NE: The southerly 20.0 'feet of Lot 55~ TOGETHER WITH Lots 56 and 103 LESS The souther.ly' 29.0 feet ~hereo~; TOGETHER WITH. the southerly 30.0 feet of Lot 102, LLOYD~WHITE-SKINNER SUBDIVISION as . . . '. , recorded in Plat Book 13, page' Ii,.. Publ:tc Records of Pinellas County, Florida. TWO: -------- PARCEL 0 mE EASTERLY 18.0 FEEf. OF LOTS 97, 9'8, 99, 100, AND 101; TOGETHER WITH THE EASTERLY 18.0 FEET OF LOT 10.2 lESS TI-lE SOUTHERLY 300 FEET TI-lEREOF, LLOYD-WHITE-SKINNER SUBDMSION I>S RECORDED IN PLAT BOOK' 13, PAGE 12, PUBUC RECORDS OF PINEUAS COUNlY, FLORIDA. Page 4 of 5 THREE: PARca C. '. ' , THE EASTERLY 18 FEET OF LOT 93; TOGffilER' WI1H THE WESTERLY 1.86 FEET OF THE RIGHT OF WAY OF CORONADO ORNE ABUTTING LOT 93, llOYD-WHIlE-SKINNER . , SUBDMSION ftS RECORDED IN PlAT BOOK 13, PAGE 12,. PUBue RECORDS OF PINEUAS COUNTY" FLORIDA; . TOGETHER WITH A PORTION OF lOT 1, BLOCK A, COLUMBIA SUBDMSION ftS RECORDED IN PlAT BOOK 23, PAG~ 60, PUBUC RECORDS OF PINEllAS, COUNTY, FLORIDA, AND TOGETHER WITH A PORTION OF THE WESTERLY 1 FOOT Of THE PlATTED RIGHT OF WAY . OF CORONADO DRIVE ADJACENT TO SAID lOT 1, AU. OF ,THE ABOVE BEING FURrnER ' DESCRIBED ftS FOLlOWS: ' '. .' ".: <.. '., . BEGINNING AT THE SOUTIiE"AST CORNER Of LOT 93, U.OYD~WHITE-SKlNNER SUBDMSION, THENCE N84'27'30"WAlONG TIiE SOUTIiERLY BOUNDARY OF LOT' 93 "A DISTANCE OF 18.00 FEET; 'THENCE N05"31'30.E ALONG A UNE 18 FEEr WESTERLY OF AND PARAlill TO THE EASiERLY BOUNDARY OF SAID LOT 93 A DISTANCE OF 13232 FEET: THENCE 5.24 FEET AlONG TIiE MC OF A CURVE TO THE lEFT HAVING A RADIUS OF 40.00 'FEET, A CHORD OF 5.23 FEET AND A CHORD BE"ARlNG N01"47'31t: TO A POINT ON A NON-TANGENT CURVE; THENCE 35.43 FEET.AlONG THE MC Of SAID CURVE TO THE RIGHT HAVING A RADIUS OF 28.6.6 FEET, A CHORD OF 33.22 FEET AND A CHORD . BEARING S30"04'20"E;THENCE N9CTOO'OO"E, AlONG THE ,EASTERLY PROJECTION OF THE NORTHERLY BOUNDARY OF SAID LOT 93 A DISTANCE OF 0.86 FEEr: lHENCE . S05"32'30"W, AlONG A UNE 1.86 FEEr EftSTERIX'OF AND P!JWlB- TO THE EASTERlY BOUNDARY OF SAID LOT. 93 A OlSTANCEOF '110.62 FEEr: THENCEN84"27'30"W ^ . DISTANCE OF 1.86 FEET TO THE POINT Of BEGINNING. .._--~-._-----,._------_.- "--. Page 5 of 5 EXHIBIT J EASEMENT AGREEMENT This instrument was prepared by and return to: E. D. Armstrong Ill, Esq. Johnson, Pope, Bokor, Ruppel & Bums, LLP 911 Chestnut Street Clearwater. FL 33756 GRA.l\lT OF EASEMENT This Grant of Easement is made this _ day of _____, 2008, by THE CITY OF CLEAR WATER FLORIDA, a Florida municipal corporation, its successors and assigns ("Grantor") in favor of K & P CLEARWATER ESTATE, LLC, a Florida limited liability company, its successors, aSSIgns and affiliates and their respective invitees and licensees (collectively, "Grantee"). WHEREAS Grantor is the fee owner of certain real property located in Pinellas County, Florida, as more particularly described in Exhibit "A," attached hereto and made a part hereof (hereinafter the "Easement Property"); and Grantee is the owner of certam adjacent real property located in Pinellas County, Florida, as more particularly described in Exhibit "B," attached hereto and made a part hereof (hereinafter, "Benefited Property"), which Benefited Property is the intended site of a beachfront resort hotel including a parking garage facility to be constructed thereupon (the "Grantee Facilities"); and. Grantor desires to grant unto Grantee a non-exclusive, perpetual easement over, above, upon, through and across the Easement Property for all lawful purposes, including, without limitation: (i) pedestrian ingress and egress over sidewalks, stairwells, landings, arcade, elevated sidewalks, and such other access paths as may be agreed upon between the parties for the purposes of allowing Grantee access to the Grantee Facilities, (ii) rights for and access to cafe seating, retail and restaurant operations and other facilities to provide concessions within the Easement Property, (iii) a pedestrian focal point and entrance to Beach Walk called the Palm Court area which may include a fountain and other aesthetic features, and (iv) an easement for the construction, use and occupancy of the sidewalks, landings, arcade, elevated sidewalks, stairwells, other access paths, cafe seating and other facilities as described in subsections (i), (ii) and (iii) above, including foundations and support columns and structures (collectively, the "Access Improvements"). Now, therefore, in consideration of the sum ofTen Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor does hereby declare as follows: GRANT OF EASEMENT 1. Adoption of Recitals. The foregoing Recitals are hereby acknowledged as being true and correct, and the same are hereby adopted and made a part of this Grant of Easement. 2. Grant of Access Easement. Subject to the terms and conditions of this Grant of Easement, Grantor hereby conveys and grants to Grantee a non-exclusive, perpetual easement over, above, upon, through and across the Easement Property for all lawful purposes, including, without limitation: (i) pedestrian ingress and egress over sidewalks, stailWells, landings, arcade, elevated sidewalks, and such other access paths as may be agreed upon between the parties for purposes of allowing Grantee access to the Grantee Facilities, (ii) rights for and access to cafe seating, retail and restaurant operations and other facilities to provide concessions wit}1in the Easement Property, and (iii) an easement for the construction, use and occupancy of the Access Improvements, including foundations and support columns and structures. Notwithstanding anything herein to the contrary, Grantee acknmyledges and agrees that its right to use and enjoy the easements granted hereunder shall upon completion of construction of improvements upon the Benefited Property remain in effect for so long as Benefited Property is developed and used in substantial accordance with the uses permitted under that certain Amended and Restated Development Agreement recorded in O.R. Book , Page , Public Records of Pine lIas County, Florida, as subsequently amended from time to time (e.g., heachfront resort hotel associated parking garage facility and related facilities). 3. General. This Grant of Easement shall be binding upon both Grantor and Grantee, as well as all oftheir successors and assigns, and shall constitute covenants appurtenant to and running with the land described herein, and shall inure to the benefit and be binding upon the heirs, successors, assigns, tenants, agents, employees, guests and invitees of Grantee, and their successors and assigns. 4. Maintenance. Grantee shall be responsible for the construction and maintenance of the Access Improvements located on the Easement Property in a state of good condition and repair. Grantee shall perform all construction and maintenance in accordance with all applicable laws, codes and ordinances. 5. Notices. All notices, requests, demands and other communications which are required or may be given under this Grant of Easement shall be in writing and shall be deemed to have been given: (a) when received, if personally delivered; (b) the day after being sent, if sent for next-day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); or (c) five days after being sent, if sent by certified or registered mail. 6. Attornevs' Fees. In the event of any dispute arising out ofthis Grant of Easement or any instrument given in connection herewith, or in the event it shall become necessary for any party to employee counsel to protect the party under this Grant of Easement or any instrument given in connection herewith, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, whether incurred out of court or in litigation, including fees and costs incurred for representation on appeals, expert witness fees and costs for paralegal assistance. 2 7. Bindin2 Effect. This Grant of Easement, and all the terms, conditions, covenants, representations and warranties hereunder, shall be binding upon, and inure to the benefit of, the parties, their respective personal representatives, heirs, successors and permitted assigns. 8. Waivers. No action taken pursuant to this Grant of Easement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein, therein or in any document delivered in connection herewith or therewith. The waiver by any party to this Grant of Easement of a breach of any provisions of this Grant of Easement shall not operate or be construed as a waiver of any subsequent breach of such provi.sion or as a waiver of any breach of any other provision of this Grant of Easement. 9. Construction and Venue. The formation, interpretation and performance of this Grant of Easement shall be construed pursuant to and governed by the laws ofthe State of Florida. The parties hereto hereby agree that the venue of any action, proceeding, claim, counterclaim, cross claim, or other litigation arising out of this Grant of Easement shall be in Pinellas County, Florida. 10. Headin2s. The headings of the various sections in this Grant of Easement are inserted for the convenienceofthe parties and shall not affect the meaning, construction or int~rpretation of this Grant,ofEasernent. 11. Pronouns. The masculine pronoun, wherever used herein, shall mean or include the feminine or neuter pronoun wherever applicable, and whenever words are used herein in the singular or plural form, they shall be construed as though they were also used i.n the other fonn, in all cases where such should apply. 12. Severability. If any clause or provision herein contained operates or would operate [0 invalidate this Grant of Easement in whole or in part, then such clause or provision shall only be deemed severed and not a part hereof, as though not contained herein, and the remainder of this Grant of Easement shall remain operative and in full force and effect. 13. Entire A2reement~ Amendment. This Grant of Easement and all exhIbits and schedules attached hereto together constitutes the entire agreement between and among the parties with respect to the subject matter hereof, which agreement supersedes all prior agreements and understandings, oral or written, between and among the parties to this Grant of Easement with respect to the subject matter hereof. This Grant of Easement may not be modified or otherwise amended except by a written instruction expressly referring to this Grant of Easement and executed by the party to this Grant of Easement against whom such amendment is sought to be enforced. 3 IN WITNESS WHEREOF, the undersigned has executed this Grant of Easement this__ day of' ____,2008. GRANTOR: Countersigned: CITY OF CLEARWATER, FLORIDA By: William B. Home II City Manager Frank V. Hibbard Mayor Approved as to form: Attest: Pamela K. Akin City Attorney Cynthia E. Goudeau City Clerk STATE Of FLORIDA COUNTY OF PINELLAS ) ) The foregoing instrument was acknowledged before me this _ day of ._' '2008, by \\-Tilliam B. Home II, as City Manager of the CITY OF CLEAR WATER, FLORIDA, Cl :F.lorida municipal corporation, on behalf of the corporation. He [is personally known to me] or [produc.e.d _ . ,__ as identification]. Notary Public .. Signature Print Name: My Commission Expires: 4 GRANTEE: Witnesses: K & P CLEARWATER ESTATE, LLC, a Florida limited liability company By: K & P Partners Limited Partnership, a Florida limited Partnership, Manager By: K & P Holding, L.e., a Florida limited liability company, General Partner By: Kiran e. Patel Managing Member STATE OF FLORIDA ) COUNTY OF PINELLAS ) The foregoing instrument was acknowledged betore me this ___, day of ,____,_ ____,2008, by Kiran C. Patel, Managing Member ofK &. P Holding, L.C., a Florida limited liability company, General Partner ofK & P Partners Limited Partnership, a Florida limited partriership, Manager ofK & P CLEARWATER ESTATE, LLC, a Florida limited liability company on behalf of the companies, who [is personally known to me 1 or [produced __________ ______ as identification]. Notary Public - Signature #437623 vI - Grant of Easement Print Name: My Commission Expires: __'_"'__ 5 EXHIBIT "A" LEGAL DESCRIPTION OF EASEMENT PROPERTY [Easement areas are depicted on the attached sketch. The legal descriptions are to be provided prior to issuance of building permits.] I I ----.;:.:,". . ..' ---;:::::::----- .. . . .... ..' /.--------- ~ -- -"-,,- '-"-..-..- '~" "~ EON 8 ~~~.~.:,~,URT LAYOUT B L ~ CLEARWATER BEACH RESORT & HOTEL ......---.....-... FUSTER ~ NICHOLS .,..:~:- DIIImff AnOCtlTa. P.A. BROSCH CLEARWATER, FLORIDA _ wo...._ WURST ----...... WOlfE SEPTEMBER 15, 2008 PROPOSED by THE RELATED GROUP .*l'"ur..Y'm..... -...--...- ~ ---,.-- EXHIBIT "B" LEGAL DESCRIPTION OF BENEFITED PROPERTY Parcel I: Lot 1, Block "A", COLUMBIA SUBDIVISION, according to plat thereof recorded in Plat Book 23, Page 60, Public Records of Pin ell as County, Florida, together with the vacated Southerly 1 foot of Gulf View Boulevard adjacent to said Lot 1, and the vacated westerly 1 foot of Coronado Drive adjacent to said Lot 1, said vacated portions being shown by Resolution filed November 27, 1959, in O.R. Book 757, Page 40, Public Records of Pin ell as County, Florida, and also Lots 44, 45,46,47, 90,91,92,93,94,95,96 and 97, THE LLOYD-WHITE-SKINNER SUBDIVISION, according to plat thereof recorded in Plat Book 13, Pages 12 and 13, Public Records of Pin ell as County, Florida, together with the vacated westerly 1.86 feet of Coronado Drive adjacent to said Lot 93. Parcel II: Lots 48,49,50,51,52 and 98, The Lloyd- White-Skinner Subdivision, according to the map or plat thereof as recorded in Plat Book 13, Page 12, Public Records of Pinellas County, Florida. Parcel III: Lot 55, North 40 feet of Lot 56, South 20 feet of Lot lO 1, all of Lot 102, and the North 30 feet of Lot 103, LLOYD-WHITE-SKINNER SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 13, pages 12 and 13, Public Records of Pin ell as County, Florida. Lots 53, 54, 99, 100 and the Northerly 30 feet of Lot 101, LLOYD-WHITE-SKINNER SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 13, pages 12 and 13, Public Records of Pinellas County, Florida. TOGETHER WITH THE FOLLOWING PARCELS VACATED BY ORDINANCE 7947~08: Page 1 of 5 ORDINANCE 7947-08 A PARCEL OF ~'Nrf:BEiNG A PART OF (fULF VIEW BOULEVARD, AS ' DEPICTED o~~mE.lPLAT OF COLUMBIA SUBDIVISION, AC.CORDlNG TO .THE PLAT T.HERE0F, AS RECORDED IN PLAT BOOK23, PAGE 60, OF THE PUBIC REct>R~$ OF PINELLAS COUNTY, FLORIDA, AND BEING A PART OF SAID ~U1:~VI'8N BOULEVARD. AS DEPICTED ON THE PLAT OF LLOYD- WH. ITE~rR~J.NfJER SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS - : RECO . R!=Q:1N PLAT BOOK 13, PAGES'12 AND f3, OF THE PUBLIC ': , RECO .' ',&0F PINELLA;s COUNTY, FLORIDA,ALL LYING IN THE EAST ~ OF '. SE9t1RNl' TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS COUNTY. FL<QRfpA, B~ING ~ORE PARTI?ULARLY ~ESCRIBED BELOW: "RE"clI~JNING AT THE NORTHWEST CORNER OF LOT 44. OF SAID LLOYD- 'WfJITE-SKINNER SUBDIVISION: THENCE S.05,D32'30W. ALONG THE EAST roGHT-OF~WAY OF GULF VIEW aOULEVARD, A DISTANCE OF 9'0.06 FEET ';;TO THE SOUTHWEST CORNER OF SAID 1.0T 44; THENCE S.05032'30'W., A , I DISTANCE OF 60.00 FEET TO THE NORTHWEST CORNER OF LOT 48, OF '," AFORESAID LLOYD-WHITE-SKINNER SUBDIVISION; THENCE ' 'S.05032'30'W., ALONG AFORESAIO EAST RIGHT-OF-WAY OF SAID GULF VIEW BOULEVARD, A DISTANCE OF 154.95 FEEl'; THENCE ALONG SAID EAST RIGHT ~OF-WAY OF SAID GULF VIEW BOULEVARD, A DISTANCE OF , 160.45 FEET; IHENCE N.84027'30'W., A D1.STANCE OF 34.98 FEET; THENCE. N.05032'30nE. ALONG THE CENTERLINE OF SAID GULF VI'8N BOULEVARD, A DISTANCE OF 456.33 FEET; THENCE'S.41028'18"E., A DISTANCE OF 16.55 EEET; THENCE S.Oso29'40"W.. A DISTANCE OF 0.58 FEET;'THENCE S.84030'20nE., A DISTANCE OF 6.00 FEET; THENCE N.05D29'40nE., A DISTANCE OF 18.97,FEET; THENCE CONTINUE N.Oso29'40"E., A DISTANCE OF 1.03 FEET; THENCE N.41000'13'W., A DISTANCE OF'17.95 FEET; THENCE N.48031'37"E., A DISTANCE OF 14.15 FEET; THENCE N:90000'OO"E., ,A DISTANCE OF 34.32 FEET TO A POINT OF NON-TANGENT CURVE; ... THENCE SOUTHWESTERLY ALONG AFORESAID EAST RIGHT-OF-WAY OF GULF VI8N BOULEVARD, BEING A CURVE TO THE LEFT HAVING A ' RADIUS OF 34.00 FEET, AN ARC OF 26.87 'FEET, A CHORD'OF 26.18 FEET AND A CHORD BEARING OF S.28011'29'W.; THENCE S.Oso32'30'W. ALONG SAID EAST RIGHT-OF-WAY OF GULF VIEW BOULEVARD, A DISTANCE OF 0.88 FEET; THENCE N.90000'OO'W., ALONG THE NORTH BOUNDARY OF AFORESAID LOT 44, A DISTANCE OF 3.82 pEET TO THE POINT OF BEGINNING. ' AND Page 2 of 5 ORDINANCE 7947-08 <. ......_ I" ' A PARCEL OF LANr)"'''BEING A PART OF GULF .vIEW BOULEVARD,. AS DEPICTED ON !..l1~.t!7,LAT OF COLUMBIA SUBDIVISION, ACCORDING TO HE: PLAT THEREp~~~S RECORDED IN PLAT BOOK 23, PAGE 60. OF THE PUBLIC REC~O~S/s.10F PINELLAS COUNTY, FLORIDA, LYING'IN THE EAST ~ OF SECTIO~~\1;OWNSHIP 29 SOUTH,' RANGE 15 EAST; AND THE WEST ~ . ~[o~!g;~i~:;~r~~i,g~~L{~~gR~~:~~ ~~1i~~;COUNTY, . COM~~G' AT' THE' NORTHWEST CORNER OF LOT 44. OF LLOYD- 'WHI1~.:sKINNER SUBDMSION, ACCORDING TO THE PLAT THEREOF, AS RECORDED ON PLAT BOOK 13,PAGE.12AND 13, OF THE PUBLIC RECORDS O~.Jt--lELLAS' COUNTY, FLORIDA; THENCE N.90000'OOnE., ALONG THE r;l~!iT# BOUNDARY OF SAID LOT 44, A DISTANCE OF 3.82 FEET; THENCE ~~~~~2'30"E. ALONG.THE EASTERLY RIGHT OF WAY LINE OF AFORESAID , ' ~":Gti[F VI'8N BOULEVARD, A DISTANCE OF '0.88 FEET TD POINT OF A , :&.tJRVE; THENCE NORTH.EASTERL Y ALONG SAID EASTERLY RIGHT-OF- WJA Y OF GULF VICW BOUl:.EVARD BEING A CURVE TO THE RIGHT HA V/NG A I . . . ,RADIUS OF 34.00, AN ARC OF 26.87 FEET, A CHORD 0F 2~;18 FEET. AND A .. CHORD BEARING OF N.28011'29"E. TO THE POINT OF,BEGINNING; THENCE N90000'00W.; A DISTANCE OF 29.08 FEET TO A POINT OF NON-TANG'ENT, CURVE; THENCE NORTHEASTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 112.00 FEET, AN ARC OF 102.51 FEET, A CHORD OF 98.97 FEET AND A, CHORD BEARING OF N.63052'46nE.; ,THENCE S.89054'oonE., A DISTANCE OF 79.18 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 40.00 FEET. AN ARC OF 61.30 FEET; A CHORD OF 55.47 FEET AND A CHORD BEARING S.45059'54'E. TO A POINT OF NON-TANGENT CURVE; THENCE WESTERLY' ALONG THE SOUTHERLY RIGHT-OF=-WAY OF' AFORESAID GULF VIEW BOULEVARD, BEING A CURVE TO THE LEFT HAVING A RADIUS OF 28.66 FEET, AN ARC OF 11.98 FEET, A CHORD OF 11.89 FEET AND A CHORD BEARING N7r55'43W.; THENCE N.a954'OQ'W. ALONG SAID SOUTHERLY RIGHT-OF-WAY OF GULF VIEW BOULDVARD, A DISTANCE OF ' 145..71 F~ET TO A POINT OF CURVE; THENCE WESTERLL Y ALONG SAID SOUTHERLY RIGHT-Op-ASY OF AFORESAID GULF VIEW BOULEVARD BEING A CURVE-TO THE CURVE TO THE LEFT HAVING A RADIUS OF,34.00 FEET, AN ARC OF 23.30 FEET, A CHORD OF 22.84, FEET AND A CHORO BEARING OF S.70027'47W.TO THE POINT OF f.?EGINNING. Page 3 of 5 TOGETHER' WITH 'THE FOLLOWING PARC,ELVACATED BY ORDINANCE 7948-08: . .. . . , Vacate a portion of the BO-foot right-of-way of First Avenue, (A.KA. First Street per . field), the plat of L1oyd-Whife-SkinnerSubdivision as recorded in Plat Book 13, page 12 of the public, r~cords' of Pinel/as County, Florida, more particularly , described as: Froir( the 'southwest comer of Lot 55, 'L1oyd-White-Skinner Subdivision, as recorded In Plat 'Book 13, Page 12 of the Official Records of " ,Piriellas County, Florida,; run thence N05D32'30"E along, the easterly right of way ','.<lineof Gulf View Boulevard as shown on said .plat a distance of 335.00 feet to the :; 'Point of Beginning/said point also oelng the northwest comer of Lot 48 of said . Lloyd White Skinner subdivision, thence "N05032'30nE 60.00 f!3et to the southwest , comerof Lot 44, L1oyd-White-Skinner Subdivision; thence S84D27'30nE along the 'northerly right of way line pf First Avenue, Lloyd~White-:-Skinner Subdivision a distance of 192.00 feet; thenCe S05032'30'W,along a line 18 feet west of and parallel with the westerly right of way line.of Coronado Avenue as shown on the plat of Uoyd-White-Skinner Subdivision a distance of 60.00 feet to the southerly right of way Une of said First Avenue;thehce N84G27'30,"W 'along said southerly right of way line a distance of 192.00 feet' to the Poin~ of Beginning, LESS AND EXCEPT THE FOLLOWING 3 PARCELS: . QNB: The sout~erly20. O'f~et of Lot 55, T(jGE'tHERWITH Lots 56 and 103 LESS T,he southerly' 29..0 feet thereof; TOGETHER WITH the southerly 30.0 feet of Lot 102, LLOYD~WIiITE-SKINNER SUBDIVISION, as . recorded in Plat Book ,13, page 12" Public Records of Pinellas County, Florida. TWO: PARca D 1HE EASTERLY 18.0 FEET. OF LOTS 97, 98, 99. 100, AND 101; TOGETHER, WITH TliE EASTERLY 18.0 FEET OF LOT 102 LESS THE SOUTHERLY 300 FEET THEREOF, LLOYD-WHIlE-SKINNER SUBDMSION AS RECORDED IN PLAT BOOK' 13, PAGE 12, PUBUC RECORDS OF PINElLAS COUN1Y, FLORIDA. , Page 4 of 5 THREE: PARCa. c ,'.., , TIlE EASTERLY 18 FEET OF LOT 93; TOGETHER' WITH THE WESTERlY 1.86 FEET OF THE RIGHT OF WAY OF CORONADO ORNE ABllITING lOT 93, lLOYD-WHITE-SKINNER' , SUBDMSION f.S RECORDED IN PlAT .BOOK 13, PAGE 12,. PUBue RECORDS OF PINEUAS COUNTY" FLORIDA; '.., " ,,: TOGETHER WITH A PORTION OF LOT " BlOCK A, COLUMBIA SUBDMSION f.S RECORDED IN PLAT BOOK 23, PAG!; 60, PUBue RECORDS OF PINEllAS, COUNTY, FLORIDA, AND TOGETHER WITH A PORTION OF, THE WESTERLY 1 'FOOT OF THE PLATIED RIGHT OF WAY . OF CORONADO DRIVE ADJACENT TO SAID LOT " ALL OF ,THE ABOVE BEING FURTHER ' DESCRIBED f.S FOlLOWS: ' , ': ,: . '.. ,,: " " ' BEGINNING AT lliE SOUlliE'AST CORNER OF LOT 93, LLOYD~WHfTE-SKlNNER SUBDMSION, THENCE N84'27'30"WAlONG THE SOUTHERlY BOUNDARY OF lOT' 93 i\ DISTANCE OF 18.00 FEET; :lliENCE t-!0S-32'30wE ALONG A UNE 18 FEET WESTERlY OF AND PARAllE.. TO ruE EASTERLY BOUNDARY OF SAID LDT 93 A DISTANCE OF 132.32 FEET; tHENCE 5.24 ,FEET AlONG lliE MC OF A cuRVE: TO TIiE lEFT f-!AVlNG A RADIUS OF 40.00 'FEET, A CHORD OF 5.23 FEET AND A CHORD BE'ARlNG N01"47'31t: TO A POINT ON A NON-TANGENT CURVE; lliENCE 35.43 FEET AlONG TIiE Me OF SAID CURVE TO lliE RIGHT HAVING A RADIUS OF 28.66 FEET, A CHORD OF 33.22 FEErAND A CHORD BEARING S30'04'20wE;lliENCE N90'OO'OOt. AlONG TIiEEASTERlY PROJECTION OF lliE' NORTHERLY BOUNDARY OF SAID LOT 93 A DISTANCE OF 0.86 FEET; TIiENCE . SOS-32'30"W, AlONG A UNE 1.86 FEET EASTERLY:OF AND PARAlLEL TO lliE EASTERlY . BOUNDARY, OF SAID LOT. 93 A DISTANCE' OF '110.62 ,FEEr; THENCE, N84'27'30"W A DISTANCE OF 1.86 FEET TO lliE POINT Of BEGINNING. "--...-.------ ----..-.------ Page 5 of 5 EXHIBIT K LAND EXCHANGE AGREEMENT AMENDED AND RESTATED CONTRACT FOR EXCHANGE OF REAL PROPERTY THIS AMENDED AND RESTATED CONTRACT FOR EXCHANGE OF REAL PROPERTY is made on , , 2008, by and between the CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation ("City"), and K & P CLEARWATER EST ATE, LLC, a Florina limited liability company, its successors and assigns ("Owner"). R E C ! TAL ~: A. City and Owner entered into that certain Contract for Exchange of Real Property, dated March 3, 2005, pertaining to the exchange of real property located in Pinellas County, Florida, (the "Contract"). B. The Contract is an exhibit to the Development Agreement between the parties, recorded in O.R. Book 14168, Page 2397, as amended by First Amendment to Development Agreement recorded in O.R. Book 15023, Page 1494, all in the public records of Pin ell as County, Florida (collectively, "Development Agreement"). C. The site plan approved in conjunction with the Development Agreement is being revised including removal ofthe proposed pedestrian bridge, which revision necessitates the vacation and conveyance of the right-of-way under the former pedestrian bridge location. D. Title records have revealed that portions of previously vacated rights-of-way reverted in title to the City which necessitates the conveyance ofthose rights-of-way to Owner. F. Accordingly, the parties wish to amend and restate the Contract for the purpose of clarifying the descriptions of the land to be exchanged. NOW, THEREFORE, in consideration ofthe mutual promises contained herein, the Contract is hereby amended and restated to read: 1. Exchange of Property. The City shall convey to the Owner title to certain parcels of real property referred to as "City Parcels" which are described in Exhibit "A" to this Contract. The Owner shall convey to the City title to certain parcels of real property referred to as "Owner Parcels" which are described in Exhibit "B" to this Contract. The conveyance of the City Parcels shall constitute full consideration for the conveyance ofthe Owner Parcels. The conveyance ofthe Owner Parcels shall constitute full consideration for the conveyance of the City Parcels. 2. Definitions. In this Contract, "Seller" shall mean the City with respect to the City Parcels and the Owner with respect to the Owner Parcels. "Purchaser" shall mean the Owner with respect to the City Parcels and the City with respect to the Owner Parcels. These terms are used for convenience and do not imply the payment of any compensation other than conveyance of real property in exchange for real property. 3. Leeal Descriptions. between the parties are as follows: Legal descriptions of the properties being exchanged a. City Parcels (to be conveyed to Owner) See Exhibit "A" attached. b. Owner Parcels (to be conveyed to City) See Exhibit "B" attached. 4. Purchase Price. It is mutually agreed that the transfer ofthe City Parcds by the City to the Owner and the transfer ofthe Owner Parcels by the Owner to the City shall constitute the full and sufficient consideration for the exchange of the parcels. 5. 'Contineencies. The exchange proposed in this contract shall be contingent upon (1) the final approval by the governing council ofthe City (the "Council") of an amended and restated version of the Development Agreement which, (2) the City's issuance of a vacating ordinance fOf Parcel.T, which is more particularly described on Exhibit "C" attached hereto ("Parcel J"), and (3) the issuance of the first foundation permit for the Project to the Owner pursuant to Development Agreement. 6. Closine Date. The real property exchange transaction described in this Contract shall be closed and the deeds and other dosing papers delivered following the effective date of the vacating ordinance for Parcel J and within ten (10) days following the issuance ofthe first building permit for the Project as defined in the Development Agreement. 7. Title Evidence. As a condition of closing, the Owner shall order and provide at its own expense a commitment for title insurance in the amount of the appraised value of the City Parcels as determined in accordance with City Charter requirement 2.0(1)(d)59iv, which commitment shall show a marketable fee simple title in the name of the City as to the City Parcels subject to only Permitted Exceptions (defined below). The Owner shall have ten (10) days after delivery of said commitment for the examination thereof, and within said period shall notify the City in writing of any objections to said title. lfthis notification is not given within said time period, then said title shall be conclusively deemed to be acceptable to the Owner. In the event that the title to the City Parcels is not good and marketable or is subject to other than Permitted Exceptions, the City shall have ten (10) days thereafter to perfect the title. lfthe defects are not cured within such time, then the Owner may cancel this Contract or waive the defects and accept the property without deduction on account of said defects. An owner's title insurance policy shall be issued insuring Owner as the owner of the City Parcels within a reasonable period of time following closing. 2 Also as a condition of closing, the Owner shall order and pravide at its own expense a commitment for title insurance in the amount of the value of the Owner Parcels as determined in accordance with City Charter requirement 2.0(I)(d)59iv" which commitment shall show a marketable fee simple title in the name of the Owner as to the Owner Parcels subject to Permitted Exceptions. The City shall have ten (10) days after delivery of said commitment for the examination thereof, and within said period shall notify the Owner in writing of any objections to said title. Ifthis notification is not given within said time period, then said title shall be conclusively deemed to be acceptable to the City. In the event that the title to the Owner Parcels is not good and marketable or subject to other than Permitted Exceptions, the Owner shall have ten (10) days thereafter to perfect the title. If the defects are not cured within such time, then the City may cancel this Contract or waive the defects and accept the property without deduction on account of said defects. An owner's title insurance policy insuring the City as owner of the Owner Parcels will be issued to the City within a reasonable period of time after closing. The owner's title insurance policy naming the City as owner shall be underwritten by a title insurance company reasonably acceptable to the City. 8. Permitted Exceptions. The parcels shall be conveyed to each Purchaser subject to no liens, charges, encumbrances, restrictions, exceptions, or reservations of any kind or character other than the following permitted exceptions: a. Zoning ordinances and land use regulations; b. Any easements, restrictions, or other matte!'s that appear in the commitment and/or survey (excluding standard exceptions) which (lIe not objectionable exceptions; c. Any adverse ownership claim by the State of Florid a by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled and artificially expos~d lands, and lands accreted to such lands; d. Any agreements between the parties that are part of this Contract; and deletion. e. Any standard exceptions not previously mentioned which are not capable of 9. Survey. The City Parcels are included in the boundary survey prepared by Suncoast Land Surveying, dated 5/2/08, Project No. 8021. The Owners Parcels are depicted in the sketch and legal descriptions included in Exhibit "B" attached to this Contract. The costs ofthe survey and any additional surveying work shall be borne by the Owner as to both the City Parcels and the Owner Parcels. 10. Closin2s and Possession. The real property exchange closings described in this Agreement shall be simultaneous, and as of the date of such closing, each transferee shall be in possession of that parcel transferred to said transferee. 11. Property Taxes. To the extent any property taxes are assessed, all property taxes shall be prorated at closing to reflect ownership of the respective parcels as of the closing date. 3 12. Closio2 Costs. The Owner shall pay the following closing costs and expenses in connection with the closing: a. All documentary stamps in connection with the conveyance of the property; b. The premium and all search fees payable for the owner's policies of title insurance for both parties; c. Recording fees in connection with those instruments necessary to render title acceptable to the Purchaser; and d. Owner's costs of document preparation and its attorneys' fees. The City shall pay its costs of document preparation and its attorneys' fees. 14. Risk of Loss. The risk of loss or damage to the parcel to be conveyed by fire or otherwise, until delivery of deed, is assumed by the Sr.ller. The Seller further agrees to maintain the parcel to be conveyed and to deliver said parcel to the Purchaser in the same condition as when the Contract was executed, ordinary wear and tear excepted. 15. Assi2oability. This Contract maybe assigned in the same manner as allowed in the Development Agreement. 16. No Brokers. Each party affimlatively represents to the other party that no brokers have been involved in this transaction and that no broker 1S entitled to payment of a real estate commission because of this transaction. 17. Notices. All notices which are required or permitted hereunder must be in writing and shall be deemed to have been given, delivered or made, as the case may be (notwithstanding lack of actual receipt by the addressee): (i) three (3) business days after having been deposited in the United States mail, certified or registered, return receipt requested, sufficient postage affixed and prepaid; or (ii) one (1) business day after having been deposited with an expedited, overnight courier service (such as by way of example but not limitation, U.S. Express Mail or Federal Express), addressed to the party to whom notice is intended to be given at the address set forth below with all delivery fees prepaid: As to Owner: K & P Clearwater Estate Attn: Dr. Kiran C. Patel 5600 Mariner, Suite 200 Tampa, Florida 33609 4 With a copy to: E. D. Armstrong III, Esq. Johnson, Pope, Bokor, Ruppel & Bums, LLP 911 Chestnut Street Clearwater, FL 33756 As to City: William B. Home II City Manager City of Clearwater Post Office Box 4748 Clearwater, FL 33758-4748 With a copy to: Pamela K. Akin City Attorney Post Office Box 4748 Clearwater, FL 33758-4748 Any party may change the address to which its notices are sent by giving the other party written notice of any such change in the manner provided in this paragraph, but notice of change of address is effective only upon receipt. 18. Entire Contract. This Contract and the exhibits referenced herein embodies and constitutes the entire understanding among the parties with respect to the real property exchange transaction contemplated herein and all prior or contemporaneous agreements, understanding, representations and statements, oral or written, are merged into this contract. Neither this Contract , nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. 19. of Florida. Applicable Law. This Contract is construed in accordance with the laws ofthe State 20. . Headin2s. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Contract. 21. Bindin2 Effect. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, personal representatives and successors by law. 5 22. Interpretation. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender and neuter and vice versa. This Contract and any related instruments shall not be construed more stnctly against one party than against the other by virtue of the fact that initial drafts were made and prepared by counsel for one of the parties, it being recognized that this Contract and any related instruments are the product of extensive negotiations between the parties and that both parties have contributed substantially and materially to the final preparation of this Contract and all related instruments. 24. Other Aereements. No prior or present agreements or representations shall be binding upon either party unless included in this Contract or in the Development Agreement. No modification or change in this contract shall be valid or binding upon the parties unless in writing and executed by the party or parties to be bound thereby. 25. No Partnership, Etc. Nothing in this contract shall be construed to constitute the creation of a partnership or joint venture between the parties. 26. Counterparts. This Contract may be executed in several counterparts, each constituting a duplicate original, but all such counterparts constituting one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Contract for Exchange of Real Property as of the day and year first above written; provided, .however, that for the purpose of determining "the date hereof," as used in this Contract, such date shall be the last date any of the parties hereto executes.this Contract. Countersigned: CITY: CITY OF CLEARWATER, a Florida municipal corporation By: Frank Hibbard Mayor-Commissioner William B. Home, II City Manager Date: Approved as to form: Attest: Pamela K. Akin City Attorney Cynthia E. Goudeau City Clerk 6 Witnesses: Signature Print name "Signature Print name 10110/0804:39 PM d-I 49313.115456 11450634 vi OWNER: K & P CLEARWATER ESTATE, LLC, a Florida limited liability company By: K & P Partners Limited Partnership, a Florida limited Partnership, Manager By: K & P Holding, L.c., a a Florida limited liability company, General Partner By: Kiran C. Patel Managing Member Date: (Corporate Seal) 7 Portion of Parcel G Parcel H Portion of Parcel J Parcel K EXHIBIT" A" TO AMENDED AND RESTATED CONTRACT FOR EXCHANGE OF REAL PROPERTY CITY PARCELS Portion of Parcel G to be conveyed: That portion of the followi1;lg parcel lying northerly of the westerly extension of the southerly lot line of Lot 1, Block "A," Columbia Subdivision, according to the plat thereof recorded in Plat Book 23, Page 60, Public Records of Pin ell as County, Florida: PARca G A PARCEL OF LANO BEING A PART OF GULF VIEW aOUlEVARD, AS DEPIcrEO ON THE PLAT OF COLUMBIA SUBDNlSION, ACCORDING TO THE PLAT THEREOF, N3 RECORDED IN PLAT BOOK 2.3, PAGE SO, OF THE PUBIC RECORDS OF PINI;LtAS COUNTY, FLORIDA, AND BEING A PART OF SAID GULF' VIEW BOULEVARD, N3 DEPICTED ON THE PLAT OF LlO'rP.....WHITE -SKINNER SUBDIVISION, ACCORDING TO THE PLAT THEREOF, N3 RECORDED IN PLAT BOOK 13, PAGES 12 AND 13, OF THE PUBLIC, RECORDS OF PINELlAS COUNTY, FLORIDA, ALL LYING IN THE EAST 1/2 OF SECTION 7, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED BELOW: BEGINNING AT THe: NORTHWEST CORNER OF LOT 44, OF SAID LlOYD-WHITE""SKINNER SUBDNlSION: THENCE S.OS'32'30"W. ALONG THE EAST RIGHT-OF-WAY OF GULF VIEW BOULEVARD, A DISTANCE OF 90.06 FEET TO THE SOUTHWEST CORNffi OF SAID LOT 44: THENCE S.OS'32'30"W., A DISTANCE Or 60.00 FEET TO THE NORTHWEST CORNER OF' LOT 48, OF' AFORESAID LLOYD-WHITE-SKINNER SUBDIVISION; THENCE S.05'34'08"W., AlONG AFORESAID EAST RIGHT-OF-WAY OF SAID GULF VIEW BOULEVARD, A DISTANCE OF 154.95 FEET; THENCE S.OS'31'21'W. ALONG SAID EAST RIGHT-OF-WAY OF GULF VIEW BOULEVARD, A DISTANCE OF 160.0S FEET; THENCE N.84'27'30"W., A DISTANCE OF 34.98 FEET; THENCE N.OS'32'30"E. ALONG THE CENTERLINE OF SAID GULF VIEW BOULEVARD, A DISTANCE OF' 456.33 FEET; THENCE S.41'28'18"E., A DISTANCE OF 16.55 FEET; THENCE S.05'29'40"W., A DISTANCE OF' 0.58 FEET; THENCE S.84'30'20"E., A DISTANCE OF 6,00 FEET; THENCE N.OS'29' 40"E., A DISTANCE OF 18.97 FEET; THENCE CONTINUE N.05'29'40"E, A DISTANCE OF 1.03 FEET; THENCE N.41'OO'13"W.. A DISTANCE OF 17.95 FEET; THENCE N.48'31'37"E., A DISTANCE OF 14.15 FEET: THENCE N.90'OO'OO"E., A DISTANCE OF 34.32 FEET TO A POINT OF NON-TANGENT CURVE; THENCE SOUTHWESTERLY ALONG AFORESAID EAST RIGHT-OF-WAY OF GULF VIEW BOULEVARD, BEING A CURVE TO THE LEFT HAVING A RADIUS OF 34.00 FEET', AN ARC OF 26.87 FEET, A CHORD OF 26.18 F'EET AND A CHORD BEARING OF 5.28'11 '29"W.; THENCE S.OS'32'30''W. ALONG SAID EAST RIGHT-OF-WAY OF GULF VIEW aOULEVARD, A DISTANCE OF 0.88 FEETi THENCE N.90'00'OO"W.j ALONG THE NORTH BOUNDARY OF AFORESAID LOT 4-4, A DISTANCE OF 3.82 FEET TO THE POINT OF BEGINNING.' , ""J.4Il.l!".Y"'!T""'"" Exhibit llAll Page 1 of 5 . Parcel H PARCEL H A PARCEL OF LAND BEING A PART OF GULF VIEW BOULEVARD, AS DEPICTED ON THE PLAT OF COLUMBIA SUBDIVISION, ACCORDING TO HE PLAT THEREOF, AS RECORDED IN PLAT BOOK 23, PAGE 60, OF THE PUBUC RECORDS OF PINELLAS COUNTY, FLORIDA, LYING IN THE EAST 1/2 OF SECTION 7, TOWNSHIP 29 SOUTH, RANGE 15 EAST, AND THE W~ST 1/2 OF SECTION 8, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELlAS COUNTY, flORIDA, BEING MORE PARTICULARLY DESCRIBED' AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF LOT 44, OF LLOYD-WHITE-SKINNER SUBDIVISION, ACCORDING TO THE PLAT THEREOF, IS RECORDED ON PLAT BOOK 13, PAGE 12 AND 1~, OF THE PUBUC RECORDS OF PINELlAS COUNTY, FLORIDA; THENCE N.90'OO'OO"E., ALONG THE NORTH BOUNDARY OF SAID LOT 44, A DISTANCE OF 3.82 FEET; THENCE N.OS'32'30"E. ALONG THE EASTERLY RIGHT OF WAY UNE OF AFORESAID GULF VIEW BOULEVARD, A DISTANCE OF 0,88 FEET TO POINT OF A CURVE; THENCE NORTHEASTERLY ALONG SAID EASTERLY RIGHT...OF-WAY OF GULF VIEW BOULEVARD BEING ,A CURVE TO THE RIGHT HAVING A RADIUS OF- 34.00, AN ARC OF 26.87 FEET, A CHORD OF 26.18 FEET, AND A CHORD BEARING OF N.28'11'29~E. TO THE POINT, OF BEGINNING; THENCE N90'00'OO''W., A DISTANCE OF 29.08 FEET TO A POINT OF NON-TANGENT .cURVEi THENCE NORTHEASTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 112.00 FEET, AN ARC OF 102.S1 FEET, A CHORD OF 98.97 FEET AND A CHORD 8~RJNG OF N.6.YS2'46"E.: THENCE S.89'S4'OO"E., A DISTANCE OF 79.18 FEET TO A POINT OF CURVE: THENCE SOUTHEASTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 40.00 FEET, AN ARC OF 61.30 FEET: A CHORD OF 55.47 FEET AND A ~HORD BEARING S.4S'S9'54"E. TO A POINT OF NON-TANGENT CURVE; THENCE WESTERLY ALONG THE SOUTHERLY RIGHT-OF-WAY OF AFORESAID GULF Vlr:N BOULEVARD, BEING A CURVE TO THE LEfT HAVING A RADIUS OF 28.66 FEET, AN ARC OF 11.98 FEET, A CHORD OF 11.89 FEET AND A CHORD ' BEARING N7,SS'43"W.: THENCE N.89'54'OOOW. ALONG SAID SOUTHERLY RIGHT-OF-WAY OF GULF Vlr:N BOULEVARD, A DISTANCE OF 145.71 FEET TO A POINT Of CURVE: THENCE WESTERLY ALONG SAID SOUTHERLY RIGHT-Of-WAY OF AFORESAID GULF VIEW BOUlEVARD BEING A CURVE TO THE LEFT HAVING A RADIUS Of 34.00 FEET, AN ARC OF 23.30 FEET, A CHORD OF 22.84 FEET AND A CHORD BEARING OF S.70'27'47~W, TO THE POINT OF BEGINNING. '. Exhibit "A"-Page 2 of 5 -. r:::r.... e'..r. L 1 Portion of Parcel J to be conveyed: That portion of the following parcel lying northerly of the westerly extension of the southerly lot line of Lot 1, Block "A," Columbia Subdivision, according to the plat thereof recorded in Plat Book 23, Page 60, Public Records of Pine lIas County, Florida: PARCEL J A PARCEL OF lAND BEING A PART OF GULF VIEW BOUlEVARD, AS DEPICTED ON THE PLAT OF COLUMBIA SUBDMSION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 23, PAGE 60, OF THE PUBLIC RECORDS OF PINELlAS COUNlY, FLORIDA, BEING MORE PARTJCULARLY DESCRIBED AS FOllOWS: COMMENCING AT THE NORTHWEST CORNER OF LOT 44, OF llOYD-WHITE-SKINNER SUBDMSION, ACCORDING TO THE PLAT THEREOF, AS RECORDED ON PLAT .JOOK 13, PAGE 12 AND 13, OF TI-lE PUBLIC RECORDS OF PINELlAS COUNlY. FlORIDA; THENCE N90'00'00wE, AlONG THE NORTH BOUNDARY OF SAID LOT 44. A DISTANCE OF 3.82 FEET; THENCE N05'32'30wE ALONG THE EASTERLY RIGHT OF, WAY LINE OF AFORESAID GULF VIEW BOUlEVARD, SAID EASTERLY RIGHT OF WAY LYING 1.0 FEET WESTERLY OF THE WESTERLY BOUNDARY OF LOT 1, BLOCK A, COLUMBIA SUBDMSION, AS RECORDED IN PLAT BOOK 23, PAGE 60, OF THE PUBLIC RECORDS OF PINELlAS COUNlY, flORIDA; A DISTANCE OF 0.88 FEET TO POINT OF A CURVE; TI-lENCE NORTI-lEASTERLY AlONG SAID EASTERLY RIGHT-OF-WAY OF GULF VIEW BOUlEVARD BEING A CURVE TO THE RIGHT HAVING A RADIUS OF 34.00, AN ARC OF 26.87 FEET, A CHORD OF 26,18 FEET, AND A CHORD BEARING OF N28"11'29wE; THENCE N90'00'00"W, A DISTANCE OF 34.32 FEET; THENCE S4B'31'37"W. A DISTANCE OF 14.15 FEET FOR A POINT OF BEGINNING; TI-lENCE S41'00'13"E, 17.95 FEET; THENCE S05'29'40"W, 20.00 FEE,r; TI-lENCE N84'30'20"W, 6.00 FEET; THENCE N05'29'40"E, 0.58 FEET; THENCE N41'28'18"W A DISTANCE OF 16.55 FEET TO A POINT OF It-ITERSEC110N WITH THE CENTERLINE OF SAID GULF VIEW BouLEvARD; THENCE N05'32'30wE, ALONG SAID CENTERLlN"E A DISTANCE OF 15.06 FEET; THENCE N4B'31'3rE, A DISTANCE OF 7.42' FEET TO THE POINT OF BEGINNING. CONTAINS: 416 SQUARE FEET (0.0096 ACRES), MORE OR LESS. Exhibit '.'A" Page 3 of 5 -.t:~._. TT~ SKETCH of DESCRIPTION SHEET i OF 2 SHEETS PARca K THE VACATED SOUTHERLY 1 FOOT OF GULF VIEW BOULEVARD ADJACENT TO LOT 1, BLOCK ~A", COLUMBIA SUBDNlSION, ACCORDING TO PLAT THEREOF RECORDED IN PLAT BOOK 23, PAGE 60, PUBUC RECORDS OF PINalAS COUNTY, FLORIDA AND A PORTION OF THE VACATED WESTERLY 1 FOOT OF CORONADO DRIVE ADJACENT TO SAID LOT 1, SAID VACATED PORTIONS BEING SHOWN BY RESOLUTION FILED NOVEMBER 27, 19S9, IN O.R. BOOK 7.S7, PAGE 40, PUBUC RECORDS OF PINEUAS COUNTY, flORIDA AND BEING MORE PARTICUlARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF LOT 44, THE LLOYD-WHITE-SKINNER SUBDMSION, AS RECORDED IN PlAT BOOK 13 ON PAGES 12 AND 13 OF THE PUBUC RECORDS OF PINEUAS COUNlY, FLORIDA; THENCE N90'00'OO"E, ALONG THE NORTHERLY BOUNDARY THEREOF A DISTANCE OF 3.82 FEU: THENCE NOS'32'30"E. 0.88 FEET TO A POINT OF CURVATURE; THENCE 50.17 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 34.00 FEET, SUBTENDED BY A CHORD DISTANCE OF 4S.74 FEET BEARING N4749'12~E; THENCE S89'S4'OO"E, 145.71 FEET TO A POINT OF CURVATURE; THENCE 12.21 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 28.66 FEET, SUBTENDED BY A CHORD DISTANCE OF 12.1-2 FEET, BEARING S7I41'47"E TO A POINT ON A NON-TANGENT CURVE; THENCE 1.11 FEET ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 40.00 FEU, SUBTENDED BY A CHORD DISTANCE OF 1.11 FEET, BEARING sor09'S2~E TO A POINT OF INTERSECTION WITH THE NORTHERLY BOUNDARY OF SAID LOT 1 AND A POINT ON A NON-TANGENT CURVE; THENCE 12.26 FEU ALONG THE ARC OF $NO CURVE TO THE LEFT HAVING A RADIUS OF 27.66 FEET, SUBTENDED BY A CHORD DISTANCE OF 12.16 FErr, BEARING N7I12'09"W; THENCE N89'54'OO"W, 14S.71 FEET TO A POINT OF CURVATURE; THENCE 48.69 FEU ALONG THE ARC OF A CURVE TO THE LEFr HAVING A RADIUS OF 33.00 FEET, SUBTENDED BY A CHORD DISTANCE OF 44.39 FEU, BEARING S4749'12"W; THENCE SOS'32'30"W, A DISTANCE OF 0.78 FEET TO THE SOUTHWEST CORNER OF SND LOT 1; THENCE N90'OO'OO"W, A DISTANCE OF 1.00 FEET TO THE POINT OF BEGINNING. CONTAINS: 208 SQUARE FEU (0.0048 ACRES), MORE OR LESS. LEGEND PIS I'ROFESSlOllAL INID SIJIlVm1R LB LICENSED IIUSlHESS (Po') PlAT INFllRWJlON ( ) DEED or DESCRlPllON INRlRLlAllON POB POINT OF IlEl:INNING NOTES: 1. NO INSTRUMENTS OF RECORD REFlECTING fASEJ.lENTS, RlGIfT OF WAY ANO/OR OWNERSHIP WERE FURNISHED 10 THIS SURVEYOR EXCEPT AS SHOWN. 2. THIS SKETCH DOES NOT REFlECT OR DETER!.lINE OWNERSHIP. 3. USE OF lHlS SKETCH BY ANYONE OlHER 'THAN lHOSE PREPARED FOR WILL BE lHE RE-USERS SOLE RISK WITHOUT lIABlUTY TO iHE SURVEYOR. -4. iHE SKETCH WAS PREPARED WITHOUT THE BENEFIT OF A CURRENT TITlE COMMll1IENT AND IS SUBJECT TO fASEUENTS, RIGHTS-OF-WAY AND SlI.IllAR MATTERS OF 1I1lE. 5. UERfOIAN BASED ON lHE NORTH BOUNDARY OF lOT -44 AS BtARlNG N90'OO'OO"E (P). PREPARED FOR. The Related Group [ DAlE: -4/28/08 ] (DRAW"",, I I Checked By I lOrawn ,By I PARca-K ~ (Project No.1 8021 JAC I I FIeld Book I . JAC J l Poges I. ') I ) \ 1 SUNCOAST LAND SURVEYING. InC. ,I 111 FOREST lAKES BOUlEVARD , ' 0I.0SI.fAR, FlA. 3-4677 ~ BOONDARY - 1tlPOGRAPHIC - CONSTRUCTION STAKEOUT LB 4513 PHONE: (B13) 854-13-42 FAX: (81J) 855-6B90 SUR\'EYllR'S CERlIACA TE I I>ereby corIi(y lhal 11Io SlIM,'( depIc:led hereon ... porfCllllMd under IIrJ RESPONsaE QWlGl: ... tha clate(s) ....... and _ tha IIINUJI 'I'EttlNc.II. SI1.NlWlllS oet forth by tha FlORIOA 00AAll Of' PROfESS1CJW. LIND!itIMYoRs In Clloptar 81C17-1, FlOfiI~ ADIINSlllATM: CllOE ....-t III Sedian 472.027. A.ORn\ STA1II1ES. "NoT V1UI Yrl1HOlll' TIE: ~ NlIll ~TIE: llIllGIlIL_~lWSEIln ,iD.i.-lIF A ~ lJCalSED SIfM'roR 1m 1IAPI'Ell". ,I . I. ___ '~ .A e1\ ~:RY A. COPELANO, PISINo.5279', . ,,~ , If''V'l,41-....:.... "AIf ,,___ I _r ,.. SKE:rCH of DESCRIPTION SHEET 2 Of' 2 SHEETS ~ .~ SCAlE : 1" ,= 40' ~ 0' 20' 40' CJ fY. S LU -J :)/& O/~ en .... sji LU 0:: ~, ~ Ll..1 -J &j / "--.:./ LS 4513 t--- / /' / - -- -- " GULF VIEW BOULEVARD " RIGHT Of WAY (P) V,lCA1m Pal D.R. BOOK 14168 PAGE 2536 ~ \ SB9'54'OQ"E " 145.71'(0) C2 0 c.' L" N89"54'OO"W ,'1 145.7I'{P) .c41< ~ Vacated Southerly 1.0' at Gulf VIO. Bou1ewud J , per OR. Book 7S1 Pago 40 \ Platted Rlgltt at Way Une LOT 1 BLOCK "A" \I Lh, ... ~ llST COLUMBIA SUBDMSlON Plat Baok 23 Page 60 206.1~(!i J. ) ~~--I--,---r--,---,---r--,-r~1I ~MYlIlI.~t.;:> I i'.LJ I I I I I I IHE:or. II I I ' I i I Lot 193 I P.O.B, I hiE LLOYQ-WHITE- KINNER sPSD, MSIO~ : /I I I f. PLA~ BOOK 1 PAGE 17-13 I I~: ~ ~ ~ I I I I I lULU I~ I~ I~ I~ I~ ,g; 1& c;:I ~/;:> 10 N "1 I"" .. .... I" ~ .t:J H ~ I~ I~ ~ Ig I~ ~ ~ I ~I fY. ~I I I I I 1- 1- ~I =/1 CJ& fl,l lOT # I (oT 45 I lOT 46 I' lOT 47 I lOT 90 I lOT 91 " lOT 92 I t.<rr 93 1/ 0 ~ [g I I I I 111/,.. "'I I I I I I I I I U 4J !'; ~ -.JQW_ L .2:j'<PJ.. -L -2S:(pJ ! I I I I II i j I -1_~PL L.2S<PJ.. -L -2S:(pJ I I I /I 0 g I FrRST-AVENU -1-~PLLJxrP.LJJ fY. : 60' RIGHT OF WAy (P) E I 8 f I II UNE BEARING DISTANCE I 11 N90'OO'OO"E 3.82' L3 N90'OO'OO"W 1.0' L4 N05"32'30"E 0.88' LS S05'32'30"W 0.78' I I I CURVE RADIUS DaTA ANGLE ARC LENGlH CHORD LENGTH CHORD BEARING CI 34.00' 84'32'39" 50.17' 45.74' N 4749'12" E C2 28.66' 24'24'12" 12.21' 12.12' S 77'41'47" E C3 40.00' 01'35'45" 1.1 I' 1.11' S 01'09'52" E C4 27.66' 25"U'10' 12.26' 12.16' N 77'12'09" W C5 33.00' 84'32'39' 48.69' #.39' S 47'49'12" W \ SUNCOAST LAND SURVEYING, Inc. 111 FOREST LAKES BOULEVARD OLDSMAR. F1.A. 348n (DRAWlNG# I I Checked By I lDrawn By I P ARca.-K 'l JAC I JAC ) BOUNDARY - TIlPOGRAPHfc - CONSlRUcnoo STAKEOOT PHONE: (813) 854-1342 FAX: (813) 855-6890 "C'_1..:1-..r.... "AU "n__ Parcel C Parcel D EXHIBIT "B" TO AMENDED AND RESTATED CONTRACT FOR EXCHANGE OF REAL PROPERTY OWNER PARCELS SKETCH of DESCRIPTION SHEEr 1 OF 2 SHEETS Parcel C PARCEl. C THE tASTERLY 18 FEET OF LOT 93; TOGETliER WITH THE WESTERLY 1.86 FEET OF THE RIGHT OF WAY OF CORONADO ORNE ABUTTING LOT 93, LLOYD-WHITE-SKINNER SUBDMSION IS RECORDED IN PLAT BOOK 13, PAGE 12, PUBUC RECORDS OF PINElJJ\S COUNTY, FLORIDA; TOGETliER WITH A PORTION OF LOT 1, BLOCK A, COLUMBIA SUBDMSION IS RECORDED IN PLAT BOOK 23, PAGE 60, PUBUC RECORDS OF PINEJ.L6S COUNTY, FLORIDA, AND TOGETHER WITH A PORTION OF THE WESTERLY 1 FOOT OF THE PLATTED RIGHT OF WAY , OF CORONADO ORNE ADJACENT TO SAID LOT 1, AlL OF THE ABOVE BEING FURTHER DESCRIBED IS FOllOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 93, LLOYD-WHITE-SKINNER SUBDMSION, THENCE N84'27'30"W ALONG THE SOUTHERLY BOUNDARY OF LOT 93 A DISTANCE OF 18.00 FEET; THENCE N05"32'30"E ALONG A UNE 18 FEET WESTERLY OF AND PARALLa TO THE EASTERLY BOUNDARY OF SAID LOT 93 A DISTANCE OF 132.32 FEET; THENCE 5.24 FEET ALONG THE ARC OF A CURVE TO THE lEFT HAVING A RADIUS OF 40.00 FEET, A CHORD OF 5.23 FEET AND A CHORD BEARING N01'47'31"E TO A POINT ON A NON-TANGENT CURVE; THENCE 35.43 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 28.66 FEET, A CHORD OF 33.22 FEET AND A CHORD BEARING S30'04'20.E; THENCE N90'OO'OO"E, ALONG THE EASTERLY PROJEcnON OF THE NORTHERLY BOUNDARY OF SAID LOT 93 A DISTANCE OF 0.86 FEET; THENCE S05"32'30"W, ALONG A UNE 1.86 FEET EASTERLY OF AND PA/WlB. TO THE EASTERLY BOUNDARY OF SAID LOT. 93 A DISTANCE OF 110.62 FEET; THENCE N84027'30"W A DISTANCE OF 1.86 FEET TO THE POINT OF BEGINNING. CONTAINS: 2,568 SQUARE FEET (0.059 ACRES), MORE OR lESS. PlS La ~~~ PCB LEGEND I'ROfESSlOIW. INIO SUIM:'lllR UCENSm IlUSIIIESS PlAT If'llflIIA1lOO IlEBl ar DESCRI'11ON INFtlRIIAl10N POINT OF IlEClIIHING NOlES: 1. NO INSTRUMENTS OF RECORD REFl.ECTlNG EASEMENTS, RIGHT OF WAY AND/OR OWNERSHIP WERE RJRNlSHED TO THIS SlJRVEYOR EXCEPT ~ SHOWN. 2. THIS SKETCH DOES NOT REFlECT OR DmRMINE OWNERSHIP. 3. USE OF THIS SKETCH BY ANYONE OTHER THAN THOSE PREPARED FOR WIlL BE THE RE -USERS SOlE RISK WITHOUT LfABIUTY TO THE SURVEYOR.. .... THE SKETCH W~ PREPARED WITHOUT THE BENEFIT OF A CURRENT TITlE COMMITIJENT AND IS SUBJECT TO fASEMENTS, RIGHTS-OF-WAY AND SIMIlAR MATTERS Of 1lTlE. 5. MERIDIAN BASED ON THE NORTH BOUNDARY OF LOT 44 ~ BE'ARlNG N90'00'OO"E (P). PREPARED FORo The RelatectGroup [ DAm '/2B/DO ] (DRAWING' I PARCEL-C 1 ( Project No. I 8021 1 I Checked By I JAC I I Reid Book I . I lDrawn By I JAC ) l Pages I . ) , I SUNCOAST LAND SURVEYING, Inc. I 111 FOREST L.AKES BOULEVARD OLDSMAR. R.A. 346n "----/ IlOUlDARY - la'OGlAPHIC - COlS1RUC11OH STAKEOOT LB 4513 PHH: (813) 854-1342 . FAX: (813) 855-6890 Sl/R'iEYOR'S CER1lFICA 1E I Iweby c.tify tbat tile SlJl'/E'( depcIed ""'- ..... pcr1cnn.f ....... I11J RE5I'alSI:U: - 011 tile doa{s) ....... ond _ tile IlIlIIUII lB:IftC.\I. SfH<<IoIRDS sol _ by 1M Fl.OODI. llONlD Of PIlOFtSSIOlW. lNlIl SIIM'ttlRS kI CIIapter 61G17-6, fLOlWo\ ~ axE ...-...nt 10 Sodiooa 472.027. R.ORIlA STA1IIIES. "Nor Y.UI Wl1IllXJT lIE SIGNAl1IlE ~, lIE ~iIitl'""OF A R.ORIlA \JCSISEIl SIJMYOR NIl IIN'PER'"~ . 11.. 1M ' , \i ~ . "\.JEF1:tRy A. COPElAND, Pl!S No.5279 SKETCH oT DESCRIPTION SHEET 2 OF 2 SHEETS 00 SCAlE : 1. = 50' ~ O' 25' 50' GULFVIEW BOULEVARD SS9'54'OOnE ...------79.39'----.., ".. ...- RlGIIT OF WAY (P) ~ ./ ./ VACATED PER O.R. BOOK 14168 PAGE 2536 \ /./ Na9'54'OO''w 145..71' ~ ~-- LOT 1 Buiac 'A' [,~ <COLUMBIA SUBDMSION , ,~ 12 PlAT BOOK 2J PAGE 60 1/ ') --r-'--T--r-,--T--r~ 141fl . l' '\. 1 J 1 1 1 1 1 1 1 ~ 18'(0) ~ I""-.J 1 1 1 1 J-~~ J lDT 44 1 lDT 45 1 lOT -46 1 lDT 47 l'lDT 90 1 lOT 91 1 lDT 92 1 lDl 93 - ~ 1 1 I, li" r---< ~ 1 J J 1 J J 1 1 I;: e::; 1 1 THf LLOvrb-WHlTlt-SKININER S4\30MSI,I,N $;I ~ ~ l2 1 J 1 Pl/AT BOOK 13 PAGE 11-13 J T ~I l!; ~ :;5 J J J 1 1 J 1 J -,.'" i - ~ f5 J 1 J 1 1 J 1 J J ~ [g .g ~~ , I 1. ' J 1 1 , , 1;: ~ o~ ;~ I r-- --L_-1 , L J 1 ~ ~:lI 1 - - -'- ~I.J 0.... -- ---1__J.... 11" ::!~ J, JO'(p) l 1m 1 , 1: , 50' RIGHT FIRST A VENUE f1 1 OF WAY (P) VACATED PER 1 ~ O.R. llDOK l502J PAGE: 1518 ,. 1-__ , I ------ -------_ 1 ------/ 1 , J 1 I CHORD BEARING NOl'47'31"10 530"04'20"10 S 45'55'44" E S 77'41'47" E ~ H cr Q o~ Q ~ ~ l!; 21 o ~ ~ 8 CURVE RADIUS ARC LENGTH CHORD LENGTH Cl <w.oo' 5.24' 5.23' C2 28.66' 35.43' 33.22' C3 <W.OO' 61.<W' 55.54' C4 28.66' 12.21' 12.12' . UNE BtARlNG DISTANCE Ll N84'27'3Q"W 18.00' 12 N90'OO'OO"E 0.86' l.J NM"27'30'w 1.86' \ J SUNCOAST LAND SURVEYING, Inc. 111 FOREST LAKES BOUlEVARD OlDSMAR. FU.. 34l:in ""'---/ LB 4513 IIOONDARY - 1tPOGRAPlitc - COOS1RUCllal STAKEOOT PIlatE: (813) 854-1342 FAX: (813) 1lS5-6890 (DRAWlNGI I I Checked By I lDrawn By I PARCEL-C ~ JAC I JAC ) Parcel D $KETCH of DESCRIPTI:ON SHEET 1 OF 2 SHEETS PARCEL D THE EASTERLY 18.0 FEET, OF LOTS 97, 98, 99, 100, AND 101; TOGETHER WITH THE EASTERLY 18.0 FEET OF LOT 102 LESS THE SOUTHERLY 30.0 FEET THEREOF, LLOYD-WHITE-SKINNER SUBDMSION AS RECORDED IN PLAT BOOK 13, PAGE 12, PUBLIC RECORDS OF PINELlAS COUNTY, FLORIDA. CONTAINS: 5.670 SQUARE FEET (0.1302 ACRES), MORE OR LESS. PIS LB ~h~ PCB LEGEND PROfBSKJN.IL !Nil SURVElllR UCfNSm BUSINESS PW INfllRIIIiIlON DEED ... IlESCRI'llOH INRlRIIA1lON POINT OF BEGlHHING NOlES: 1. NO INSTRUl.tENTS OF RECORD REFlECTING E:ASEJ.lENTS, RIGHT OF W~ AND/OR OWNERSHIP WERE FURNISHED TO 1MIS SURVEYOR EXCEPT AS SHOWN. 2. lHlS SKETCH DOES NOT REFLECT OR DETERMINE OWNERSHIP. 3. USE OF lHlS SKETCH BY ANYONE OTHER THAN 1HOSE PREPARED FOR Will BE lHE RE -USERS SOU:: RISK WITHOUT l.IABlUlY TO lHE SURVEYOR. 4. lHE SKETCH WAS PREPARED WITHOUT THE BENEFIT OF A CURRENT TITlE COt.fMITMENT AND IS SUBJECT TO EASEMENTS, RIGHTS-OF-WAY AND SIMIlAR MATTERS OF l1TlL 5. MERIDIAN BASED ON lHE NORTH BOUNDARY OF LOT << AS BE:ARlNG N90'OO'OO"E (P). PREPARED FOR. The Related Group [ DAm .j"m/08 \ J SUNCOAST LAND SURVEYING. Inc. 111 FOREST LAKES BOULEVARD OlDSI.lAR. FlA. 345n '--/ LS 4513 IlOUNllARY - la'OGRAPHlC - ClIIS1RIJCl1l11 STAl<EOlIT PHa.lE: (813) 85-4-1:542. FAX: (813) 855-6890 ] (DRAWlNG# I PARca-D ~ (ProJect No. I 8021 I I Checked By I JAC I I Field Book I I lDrawn By I JAC J l Pages I ~ J SURVEYOR'S CERllACA 1E I borobJ -my that t!Io SUMY d<picIod ....... _ I*formod ........ my R6POICSIlE CIWlGE an lI10 daIo{.) ..-. en! _ lllo ~ ~ SlJi<<\IIIIS let forth by lllo f1.llIllIlA 00IJlll OF f'ROftSSlOIW. IN<<l SUlMYORS .. aI<IpIer 61G17-6, FI.llRIllA ~ COOE pnrant lD Section 472.027, Fl.IlRO\ STAlIJlES. "NoT \WJI) llIlI<<lUT lIE:1N1lllE}~~ IIAISEI SElL OF A FUIlIlA lJ:fHSBl SUM.'lal NIl 1oW'PER". \ I -::::>> ~~ .~ "-.EtERy A. COPElAND, ls No.527!!, SkETCH of DESCRIPTION SHEET 2 OF 2 SHEETS 00 I I / I / I / I I I / / I I ' I SCAlE : 1" = 50' / I / I I I 1/ ~ J----L-_L_J I I I I I /I O' 25' 50' / ---L--L_-l / I /I , I ---Li-_~ I / FIR I I I I liO'RlCHrQ'lI!Iy(p)5~~!1NUE . I I / / ~ 15Il2J P/oG( 1518 / / I J--- / / JO'(P) -r 2SfpJ- r. "'- I / / / 25'(p) -, 2S'(Pf -r - J / / I . I I I 25'(p)- '2s1Pj -, 2S(p) -r ~ I I / / / I / I / (P) I I I I I I I / I I If, ~ ~ ~ ~ L I I I IDT 48 lID!' 49 IIDT 50 I r l't.l ~ ~ ~ ,,/ I I 1/ 11DT51 1-1DT94 IIDT9S IIDT96 r l:I <<-1, I I / ' I I IIDT g ~I J- - - -.I.. I I I I I I :::>1 I -,wk--l__ -.1..,__ ~-J I .,JUJ I ~ I ~ I lOO'(PJ- -L _ __ I lQ If;- I ::>... Iii LOT 52 0' ~ I I ;;: CXl/~ I I LOT 98 ~ ~/&- J- L ~I ~5 - - - _"lY(PL _ - _ _ -'~(PJ lJ ,.. 2 I ----1 -____ ~/~ ...J H !rd I 1HE lLO'tll-WHITE-SKlNNER s'uBDMSlON '" UJ ::> I ~15 /J!; PLAT BOOK 13 PAGE h-13 LOT gg UI4J ~ :::> LJ..I- ... g I '~ H -J ~ffl I lOT 53 I a $1 a. ::>1 ~ I r----.!'!Q') '{' CJ ~I 1-----~('1.._ I --- 4._ I " ---, LOT 100 II /~ LOT 54 I /g I I I I- - _ _ -.!1Xt(PJ I I / --- __ I 1---__'1D.(PJ I I / ----_-1 LOT 101 "" ~ / I ~ I IJ!; LOT 55 L 3 L _ Ig I - - _ -.!OO'(PJ --'=--,-- I ----- I {Soutl1erfy;-lDt55j----/-_____ 18:0' 1---__ 1 --~~ I 1l"OfPJ- - - I f ~ lOT 102 li:"l - -, Sautherty JO' lot 1021 ~I k LOT 56 r--____:;i, 'g I ' llXt(PJ - - -j r---F----___ I LOT 103 I I -__~____ ~ / l____'~__. I -----1 $11 I ----'----jgl.ca I I ---,.-1 / I / I I I I I I I I I I / I I I I I / I I I I I I I I I I I I I J I I I / I / / I I I I I og CJ~ ,;- '( & ~ Z ~ '" O.il: a.g 8 (ORAWlNGI I PARCB.-D ') I Checked By I JAC I ~Orawn By I JAC ) , ~..7 1II_.oI!". ... EXHIBIT "C" TO AMENDED AND RESTATED CONTRACT FOR EXCHANGE OF REAL PROPERTY PARCELl Parcel J SKETCH of DESCRIP-r.J:ON SHEET 1 OF 2 SHEETS PARCEL J ' A PARCEL OF lAND BEING A PART OF GULF VIEW BOUlEVARD, AS DEPICTED ON THE PLAT OF COLUMBIA SUBDMSION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 23, PAGE 60, OF THE PUBUC RECORDS OF PINEllAS COUNlY, FLORIDA, BEING MORE PARTICUlARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF LOT 44, OF LLOYD-WHITE-SKINNER SUBDMSION, ACCORDING TO THE PLAT THEREOF, AS RECORDED ON PLAT .JOOK 13, PAGE 12 AND 13, OF THE PUBUC RECORDS OF PINElJ.AS COUNlY, flORIDA; THENCE N90'00'00.E. ALONG THE NORTH BOUNDARY OF SAID LOT 44. A DISTANCE OF 3.82 FEET; THENCE N05'32'30"E ALONG THE EASTERLY RIGHT OF WAY UNE OF AFORESAID GULF VIEW BOUlEVARD, SAJD EASTERLY RIGHT OF WAY LYING 1.0 FEET WESTERLY OF THE WESTERLY BOUNDARY OF LOT 1, BLOCK A, COLUMBIA SUBDMSlON, AS RECORDED IN PLAT BOOK 23, PAGE 60, OF THE PUBUC RECORDS OF PINELlAS COUNlY, FLORIDA; A DISTANCE OF 0.88 FEET TO POINT OF A CURVE; THENCE NORTHEASTERLY ALONG SAID EASTERLY RIGHT-OF-WAY OF GULF VIEW BOUlEVARD BEING A CURVE TO THE RIGHT HAVING A RADIUS OF 34.00, AN ARC OF 26.87 Fill, A CHORD OF 26.18 FEET, AND A CHORD BEARING OF N28'11'29"E; THENCE N90'00'00"W, A DISTANCE OF 34.32 FEET; THENCE S48'31 '37"W, A DISTANCE OF 1 4.15 FEET FOR A POINT OF BEGINNING; THENCE S41'00'13"E, 17.95 FEET; THENCE S05"29'40"W.20.00 FEET; THENCE N84'30'20'W, 6.00 FEET; THENCE N05'29'40"E"O.58 FEET; THENCE ' N41'28'18"W A DISTANCE OF 16.55 FEET TO A POINT OF INTERSECTION WITH THE CENTERUNE OF SAID GULF VIEW BOUlEVARD; THENCE N05'32'30.E, ALONG SAID CENTERUNE A DISTANCE OF 15.06 FEET; THENCE N48'31'37"E, A DISTANCE OF 7.42' FEET TO THE POINT OF BEGINNING. CONTAINS: 416 SQUARE FEET (0.0096 ACRES), MORE OR LESS. LEGEND PlS I'ROfESSlOIW. INlll SlJiMYIJR LB LJCelS8l IlUSlHESS CoP) PlAT INRlRIIAllON < ) DEED or IlESCRIP110H IHFllRIIA110N POS ' POIHl' Of BB;fIHING NOlES: ,. NO INSTRUI.CENTS OF RECORD REFlECTING EASEMENTS, RIGHT OF WAY AND/OR OWNERSHIP WERE FURNISHED TO THIS SURVEYOR EXCEPT N3 SHOWN. 2. lHlS SKETCH DOES NOT REru:CT OR DETERMINE OWNERSHIP. 3. USE OF lHlS SKEI'CH BY ANYONE OTHER lHAN lHOSE PREPARED FOR WILL BE THE RE-USERS SOLE' RfsK WIlliOUT UABlUTY TO 1HE SURVEYOR. 4. THE SKETCH WN3 PREPARED WITHOUT THE BENEFIl" OF A CURRENT TIltE COMMITMENT AND IS SUBJECT TO EASEMENTS, RIGHTS-OF-WAY AND SIMILAR MATTERs OF lITlE. 5. MERIDIAN BASED ON mE NORTH BOUNDARY OF LDT 44 N3 BEARING N90"00'OO"E (P). PREPARED FOR: The Related Group r DATE: 4/28/08 ] (IlllAWI.., I PMea,..,) I Checked By I JAC I lDrawn By I JAC ) Project No. Field Book Pages 8021 \ I SUNCOAST LAND SURVEYING, InC. I 111 FOREST lAKES BOUlEVARD OlOSldAR. FlA. 34677 ~ IIOONllARY - lllPOGRAPHlC - COOSlRUCTIlJI STAKEOUr I LB 4513 PHOOE: (813) 854-1342 FAX: (813) B55-6B90 ~ SURVEYOR'S CER1IFICA lE I h<Rby eatiI'y tI1at lhe SIJMY clep1cfed heRon _ perfCll1/\eeI .me.- my RESPOICSIlE CIWlGE on the dato(s) shown, en! meeb the IIlIlIJII 1El:ltliCN. STJI<<WlllS oot fottb by the FI.ORlIlA IICl'IlD Of I'RllflSSlllHIt lNlD S\JfM.\'ORS kt a.aptor 61G17~, rulR!IlA HlI.IIm1lA11VE COIlE pInIll\lrIt to Section m.oxJ. Fl!IRIllI. STAMES. 'NOT VJUI lllIHOOl' nfSiiiimif NIl lIE 00lGNI. ~ Sll1I.. Of A..flmIll lICalSm ~NIlIW'PER"~~4-~- . --S "\,.FFf'ERy A. COPaAND. PLS No.5279 !..Jo' ..~ .I!.~ J.... . .,..-. - -- -- ... ... ... ./ ./ /' /' /' / / ..,:;---- ,-L-----;# "/ lB Q 00 2lh Ll0 3o.14'{P) -/- - - - - // Q' NW Comer / lot 44 / /~ I /'" I I I I LOT 44 I LOT 45 I Q;- I /~ ~ :; I:; pi! I ~ I I I~ THE LLOVO-WHITE-SKINNER SUBDIVISION I}ii {PLAT BOOK 13 PAGE 12-:-13 I~ I /'" I / I SW Comer I- - ~'Q2. 1.. lot44 I - ___ / : FIRS, A VENUE SKETcH of DESCRIPTION SHEET 2 OF 2 SHEETS ~ SCAlE : 1- = 3D' ~ O' '15' 3D' ,0 'X' $/ ~ UJI ,~ -J ",a; 5i;~ en ~6 ~ !;;~ .> ~'>4 , ,,/ 0 ~ " 15 S IRQ. lJ.. fE &/ ~ --- PlATTED RlGlfT OF WAY UN[ lOT I IlUlCK "A" COLUMBIA SUBDMSION PUJ BOOK 23 PAGE 60 UNE BEARING DISTANCE Ll S41"28'18"E 16.55' l2 505'29' -40"W 0.58' LJ 584'30'20"E 6.00' L6 N41"00'13"W 17.95' L7 N48'31'37"E 14.15' La N90"OO'OO"W 34.32' 19 N05'32'30"E 0.88' 1I0 N90"OO'OO"E 3.82' 1I7 N05'29' -40"E 20.00' 1I8 S05'32'30"W 15.06' lI9 N48'31'37"E 7.42' ARC lENGTH CHORD lENGTH 26.87' 26.18' ~ LS 4513 SUNCOAST LAND SURVEYING, Inc. 111 FOREST lAKES BOUlEVARD OlDSI.IAR, FlA. 346n BOlINllARY - 1a'OGRAPH1c - COOSlRUCllOO STAKEOUT PHONE: {813} 854-1342 FAX: (813) 855-6890 (DRAWINGI I I Checked By I lDrawn By I PARca-J ) JAC I JAC ) . ~ ~~~_..." A. L EXHIDIT L REPRESENTATIVE CROSS SECTION OF SECOND STREET i 60' RIGHT-OF - WA Y 36" - 2ND STREET 2.00" 2.00" 2' CURB de GUTTER 2' CURB &: GUTTER PER FOOT INDEX #300 PER FOOT INDEX #300 10' CONC. SIDEWALK L TYPICAL CROSS SECTION Not To Searl!! EXHIBIT L ~ ~s "'..I!". ... EXHIBIT M PARKING PROTOCOL The following parking protocol shall be implemented by the Developer in order to provide adequate parking for guests and employees and to reduce the incidence of traffic backups at the entrance to the Project at the Coronado Ave. porte cochere: 1. Adequate valets shall be employed to handle anticipated traffic volumes. Valets shall be provided as needed in the porte cochere area as well as on each parking level where valet parking service is required to park the cars of hotel guests, the public and hotel staff. 2. Vehicles awaiting valet service shall be parked in the porte cochere area of the Project (the "Porte Cochere") so long as space is available. 3. Hotel event planners will take all steps reasonably necessary to provide additional valet to prevent a traffic backup on Coronado Avenue. In extraordinary circumstances, guests can be directed to enter the valet queue either under the Porte Cochere or enter the garage directly from Second Street to await valet service. For example, (i) parties booking such events will be provided copies of written directions suitable for distribution advising guests directing them to proceed directly to the Second Street Entrance and (ii) prior to such events steps will be taken to maximize the number of spaces available in the street level parking area for use by guests attending the event. 4. Hotel employees shall be permitted to park in the garage pursuant to the same operational procedures as guests at a rate not to exceed the daily public parking rate set by the City of Clearwater for public parking lots on South Clearwater Beach. EXHIBIT N DEVELOPERS PRO RATA SHARE CALCULATION AND REPAYMENT SCHEDULE ~ t- :O;J:lIlI!~ .e. . ........