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06-06 ! RESOLUTION NO. 06-06 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA, APPROVING AN AMENDMENT TO THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CLEARWATER AND CRYSTAL BEACH CAPITAL, LLC F/K1A BEACHWALK RESORT, LLC; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Clearwater is desirous of amending the Development Agreement with Crystal Beach Capital, LLC f/k/a Beachwalk Resort, LLC that was adopted by the City Council on December 2, 2004, by Resolution No. 04-35; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OFCLEARWATER, FLORIDA: Section 1. The Amended Development Agreement between the City of Clearwater and Crystal Beach Resort, LLC. a copy of which is attached as Exhibit "A" is hereby approved. Section 2. The City Clerk is directed to record the Amended Development Agreement with the Clerk of the Circuit Court in Pinellas County no later than fourteen (14) days after the agreement is executed. The applicant for the Development Agreement shall bear the expense of recording the agreement. Section 3. The City Clerk is directed to submit a recorded copy of the Amended Development Agreement to the State of Florida Department of Community Affairs no later than fourteen (14) days after the Amended Development Agreement is recorded. Section 4. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 19th I he!fllycertify that this is a true and ~~ne.k(;~Y M the or!ginal as it appears !R;~1f~!Ies of the City of Clearwater. .....W..~j~.'. '..' s my. hand aO.d offiCial. .seal of , ...........::..,....'.1';.'..... ...ll .Of.CIC..~..~~rr'!f.w... ..Iet... .' ~. .." ~~ ~ ?:fbJO-=''- Approved as t~~CiIYCler' . ~"-~:~~'~ : -~:.,,--- . [ Itt' I ~j Jt Pamela K. Akin City Attorney day of January ,2006 i' ~..., .,::..~? .):,.-. ./, .,V Ff<<f1k V. Hibbard Mayor Attest: RETURN TO: CITY CLERK 112 S. OSCEOLA AVE CLEARWATER, FL 33756 Resolution No. 06-06 COz::!i!;:II; ~"C/)zm -1"-1mz '< ::tl 'It I'" D:l "C mN!j;c: !l!(")0C/)::tl 8 ~ ~ (").~ <"wO ::tl~0C:(") ~Sl~~ 0....0-<;:11; ~" ~~~5~ Z'N' N::tl(") G'l 0- ..tg:gg ~~a ~ wwo :"'l Ul en .. o CII o )> 3: PREPARED BY AND WHEN RECORDED RETURN TO: FIRST AMENDMENT TO SECOND AND AMENDED AND RESTATED DEVELOPMENT AGREEMENT FOR PROPERTY IN THE CITY OF CLEARWATER BETWEEN THE CITY OF CLEARWATER, FLORIDA AND CRYSTAL BEACH CAPITAL, LLC, A FLORIDA LIMITED LIABILITY COMPANY DATED AS ,2006 Exhibit "A" TAMP _399167.13991679 THIS FIRST AMENDMENT TO SECOND AND AMENDED AND RESTATED DEVELOPMENT AGREEMENT (the "Amendment") is made as of this _ day of , ~2006 (the "Effective Date"), by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City") and CRYSTAL BEACH CAPITAL, L.L.C., a Florida limited liability company (the "Developer"). WITNESSETH WHEREAS, the City and Beachwalk Resort, LLC, Developer's predecessor in title, are parties to that certain Second Amended and Restated Development Agreement as recorded in O.R. Book 13996, Page 2409, Public Records of Pinellas County, Florida (the "Development Agreement"); and WHEREAS, to insure and execute the City's goals of revitalizing Clearwater Beach in accordance with Beach By Design, the City has imposed certain restrictions upon the Developer and individual Unit Owners as detailed in the. Development Agreement and the exhibits attached thereto; and WHEREAS, the City and the Developer desire to amend certain terms and provisions of the Development Agreement, as more fully set forth herein below. NOW, THEREFORE, in consideration of the sum of $10 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Developer agree as follows: 1. Recitals. The foregoing recitals are true and correct and are incorporated herein by reference. +'2. Capitalized Terms. Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Development Agreement. 3. Definitions: Section 1.01 is hereby amended to add the following definition: The term "operator." "hotel operator." or "sim!le hotel operator" shall each mean the sinQJe entitv under whose name the Hotel is operated and who is responsible for the dailv operation of the Hotellobbv. front desk. Meetin!! Space. ballrooms. hotel restaurants. and all other public areas of the Proiect and who is solelv responsible for the provision of Hotel services (e.!!.. room service and conciefQe services) and maintenance and operation of all Hotel amenities. JA. Paragraphs 1, 2 and 4 of Section 2.03 of the Development Agreement-are amended as follows and new subparagraphs 6, 7 and 8 are added to the end of Section 2.03: 2.03. Scope of the Project. TAMP 399167.1~~ Page 2 1. The Project shall only include public parking, private parking, resort hotel, residential and retail uses and appropriate accessory uses and shall be developed in substantial conformity with the preliminary plans of development which are attached as Exhibit B. The Project Site is 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 - at least 400 spaces. fub. Private parking -at least 350 spaces. fuC. Hotel: The Hotel shall inoIude no more than t'.vo hundred fifty (250) hotel units (v.'hich may be submitted to condominium ownership), k Units (Rooms) ~_TheHQ.td_shf1JJjnc.ludeJ.lQJ11QIe_th~u:Lt\Y~1 h. JmdrcdJiftv f250} hotel units (which may be_submitted to coildominium ._.h'._..................._......._.___.."_..........J~.___ .__n. ___"_ ~.__._ .......... _...._. .. h_n_n__._. ,..~___............_._,_",....__..... _~ ...._._..__ ......_...._..___..__.._...___............__...........__.._..................;. oWl?crshin )(individuallv each a "Hotel Unit" and collectivelv the "Hotel Units"). ron. Other Areas - The Hotel shall include a mll11mUm of twenty thousand (20,000) square feet of Meeting Space and other amenities accessory to the Hotel, including, but notA limited to restaurants, bars, exercise and spa facilities, beach club, outdoor recreation space, storage, back office and administration areas and other functional elements relatim! to the Hotel, including not more than twenty five thousand (25,000) square feet of retail/restaurant floor area. Of the hotel units, 209 are Hotel Unit Pool units, '.vhich shall be required to be submitted to ~l rental program requiring that such unit Be available for overnight hotel guests on a transient basis for no fewer than 330 days in any calendar year, subject to force majeure e\'ents making such rooms unavailable fOf occupancy and subject further to tho right of the operator to rem aye ~;uch rooms from service as necessary to assure compliance of such rooms v.-ith the operating standard of such operator. In order to as~~ure the high quality resort experience called for under this Agreement, all such units, as woII as the units not representint; bonus units, shall be operated by a single hotel operator who shall meet the requirements as to operating standards ~~et forth in Exhibit N of this .^...greement. In addition, the cabanas as shown on the approved site development plan. will be accessory facilities which are not available for rental as overnight accommodation, contain no beds or pull-out sofas, will only be made available for use by hotel guests or beach club members and when not rented to hotel guests, access to the cabana will be prohibited between the hours of 1 a.m. and 6 a.m. " TAMP 399167.13991679 Page 3 d. Residential Units - not more than 18 units. 2. Nothing shall preclude the Developer from developing or operating all or a oortion of the Project elements using any ownership format permitted under Florida Statutes including individual ownership formats in one or more condominiums. provided that the requirements as to availability for transient ocoupancy and as tethere is a single hotel operator set forth inas defined herein and all Hotel Units are ooerated in comoliance with this Allreement. 4. Notwithstanding any other provision of this Agreement, no oceupancy in exoess of thirty (30) days per stay shall be permitted in any hotel lHlit which is developed as a part of the Project. In addition, no hotel unit shall be used as a primary or permanent residence and each unit from the Hotel Unit Pool shall be required to be available to transient hotel guests all Hotel Units shall be licensed as a DubHe lodllinl! facility in accordance with Florida Statutes. Chaoter 509. No Hotel Unit shall be occuoied bv the owner or lluest of the aoolicable Hotel Unit (the "Unit Owner") for more than 30 consecutive days oer stay. When not occuoied bv the Unit Owner. the aoolicable Hotel Unit shall be made available for rental to the oublic for transient occuoancy as ovemillht accommodations. Each Hotel Unit shall be made available to the oublic ovemillht accommodations for no fewer than 305 days in any calendar year. subject to force majeure events makinll such rooms unavailable for occuoancv and subject to the rillht of the hotel ooerator to remove such rooms from service as necessarv for maintenance. No Hotel Unit may be used for any ouroose other than ovemillht accommodations as orovided bv the Land Develooment Code. Individual Hotel Units shall not be required to be made available for rental to the oublic as a result O(f01:.~.~ Ln.ai~!J~..eyJmtulli'!kiug...S.UW_J:1l.Q.ID.s....1LnID'..ailahk-.t(JLQ~cnJ)ancs.aL1f! ~uJ~i~ct tl!!}h~r to tIle rillht ...9f the hotel qQera!9LJ2.!:e~~gY9. s~1!;.h rooms from service as necessary to assure _.comdlliance...Q.f~su~h rOQ.ms with.Joe 0J2erating.._sla1l.danLQLs.1tC.h hotel ooerator. Unit Owner's may act on their own behalf to rent their resoectiye Hotel Units or may retain either the Develooer or a third oartv rental allent to orovide rental services. 6. In order to assure the high quality resort exoerience calJed J~)J .underthis.Agreement. all 250 Hotel Units shall be maintained and ooerated to the ooeratinll standards set forth in Exhibit N of this Allreement. TAMP 399167.1~J! Page 4 7. Develooer shall maintain a sim!le front desk for the Hotel to reQister every Hotel Unit occuoant. To assist the City to monitor the Unit Owners' comoliance with the laws and reQulations aoolicable to such Hotel Units. the hotel ooerator will control access to all of the Hotel Units and will. uoon the written reauest of the City. no more than once ner Year. orovide to the City a reoort detailinQ the total number of niQhts each Hotel Unit was occuoied and the number of niQhts each Hotel Unit was occuoied bv the Unit Owner (or Quest of the Unit Owner) and the number of niQhts each Hotel Unit was occuoied bv a third Darty hotel Quest. 8. All Hotel Units shall be reauired to be operated as described in this Section 2.03. 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 of the resort hotel unitsHotel Units and implementing this paragraph. 5. Section 3.01 paragraph 3 is amended as follows: 3.01. Land Development Regulations. 3. Allocation of Units from Hotel Unit Pool. Subject to the terms and conditions of this Agreement, the City hereby allocates and grants to Developer from the Hotel Unit Pool an additional two hundred nine (209) hotel unitsHotel Units to the Project Site in accordance with applicable law. The allocation of additional hotel units from the Hotel Unit Pool shall expire and be of no further force and effect unless the Commencement Date occurs on or before March 6,Decem ber 31. 2006. 6. Section 3.03 paragraph 2 is amended as follows: 3.03. Concurrency. 2. Reservation of Caoacity. The City hereby agrees and acknowledges that as of the Effective Date of this Agreement, the Project satisfies the concurrency requirements of Florida law. The City agrees to reserve the required capacity to serve the Project for the Developer and to maintain such capacity until Maroh 6,December 31. 2006 and that such period shall be automatically extended for an additional three (3) years if the Developer commences construction by March 6,December 31. 2006. The City recognizes and acknowledges that the Developer will rely upon such reservation in proceeding with the Project. 7. Section 5.03 paragraph 2 is amended to read as follows: TAMP _399167.13991679 Page 5 2. Proiect Site. In the event the Developer fails to commence construction by March 6,December 31. 2006, at Developer's request the City agrees to purchase the Project Site as described in Exhibit A at fair market value, but in no event shall the purchase price exceed $6,000,000. The fair market value shall be established by an appraisal process. The appraiser shall be directed to establish the value of the property assuming Third Street and South Gulfview Drive are not vacated and disregarding the additional development rights (209 hotel units) provided in the Development Agreement. The appraisal of the Project Site shall reflect the higher of: (i) the highest and best use of such property at the time of appraisal, or (ii) the value of the Project Site with existing buildings and existing sixty-five (65) hotel units in place at the time of execution of the Development Agreement (i.e. as existing in 2002, before demolition, but valued at the time of the appraisal in 2006). The appraisals shall be conducted by two (2) appraisers retained by the City. One of the appraisers shall be selected from a list of qualified appraisers submitted to the City by the Developer. In the event that the two (2) appraisals are within twenty percent (20%) of each other, the fair market value shall be the average of the two (2) appraisals. In the event that the appraisals differ by more than twenty percent (20%), the two appraisers shall select a third appraiser from the City's master list of qualified appraisers, including the list submitted by the Developer, and the third appraiser shall select among the two (2) appraisals which in the opinion of the third appraiser most accurately represents the fair market value of the property. 8. Section 5.04, paragraph 7 is amended as follows: 7. Concessions. The City shall grant the Developer authority to operate concessions on land to the west of the existing centerline of South Gulfview Drive, adjacent to the Project site, subject to any existing franchise or concession rights and compliance with all requirements of the City Code, and subject to a long term license agreement to be approved by the City, substantially in the form as Exhibit K. The license agreement shall be for a term of 50 years, commencing on the date the facilities are available for use, and be subject to a right of termination by the City for an uncured breach of a material obligation by the Developer. Such concessions may include a facility open to the public which provides towels, lockers, minimal beach sundries, and other beach gear required to operate a first-class beach hotel, but not including benches, lounges, umbrellas and side tables. The concession facilitv shall be no more than 1.200 sauare feet. MOL. be no hig:her than one stOry and shall not disolay the name Hvatt or anv other hotel-related mark on the structure of the facilitv. Additionallv. the oersons working: within the facilitv shall wear no oins or other identification bearing: the name Hvatt or anv other hotel- related mark. Such facilities shall be built into the beach landing portion of the pedestrian overpass, as more particularly depicted on Exhibit H. TAMP _399167.13991679 Page 6 Notwithstanding the foregoing, in regard to beach chairs, lounges, umbrellas, side tables and the level of services associated with the provision thereof ("Beach Concessions"), the City shall retain the right to utilize a concessionaire to provide said Beach Concessions. The City agrees that the City concessionaire shall offer the Beach Concessions which comply with the standards set out on Exhibit L, attached hereto and made a part hereof. If the City's franchisee fails to comply with the standards in Exhibit L Developer may send written notice to the City specifying the non-compliance, after which the City has thirty (30) days to cure said non-compliance. In the event that the non-compliance is not cured within thirty (30) days, the City agrees that the Developer may thereafter provide the Beach Concessions and shall retain all income derived therefrom. If the Develoner assumes control of the Beach Concessions. Developer shall have a five year term to onerate the Beach Concessions. subject to the provisions herein below. The Beach Concessions mav be located onlv on that nortion of the beach directlv west of the Project Site and as defined bv two narallel lines runnim! from the northern-most boundarv of the nroject and the southern-most boundarv of the nroject west to the mean hil!h water mark.. Further. there shall be no indication or brandinl! on chairs. tables. umbrellas or other similar items sold or rented from the concession facility bearinl! the name Hvatt or any other hotel-related mark. If the Developer assumes control of the Beach Concessions, and the City receives documented complaints that the Beach Concessions are being denied to non-hotel guests, or if Developer fails to comply with the standards set out in Exhibit L, the City may send written notice to Developer specifying the non-compliance. In the event that the non-compliance is not cured within thirty (30) days, the City may take back the Beach Concessions. 9. Section 5.04 paragraph 1 is amended as follows: 5.04. City's Obligations. I South Gulfview and Beach Walk Improvements. The City shall be responsible for the design, construction and funding (subject to the payment by Developer of its pro rata share as provided herein) of the South Gulfview and Beach Walk Improvements. The City further agrees to make reasonable efforts to complete construction in accordance '""ith the schedule attaohed hereto as Exhibit M. The City's utilization of the construction schedule in Exhibit M is dependent upon payment byof that nortion of South Gulfview and Beach Walk Imnrovements abuttinl! the Project defined as Phase I and Phase II in the Mav 2. 2005 Post Buckley 100% Drawim!s for Beachwalk bv no later thanprior to the issuance of the Certificate of Occupancv for the Project contiul!ent onpavment by Developer of Developer's Pro Rata Share (defined herein) and the TAMP 399167.13991679 Page 7 Accelerated Construction Payment (defined herein) to the City prior to the City awarding the construction bid.. The City and the Developer recognize that staging and site access issues will have a substantial impact on the Beach Walk construction schedule. Further, construction of the Beach Walk Improvements as shown in the = May 2, 2005 Post Buckley 100% Drawings for Beachwalk is contingent upon the availability of the Relo cated First Street (a/kJa Second Street). The City al!rees that issuance of the Certificate of Occuoancv shall not be unreasonablv withheld. conditioned or delaved. 10. Section 5.05 paragraph 5 is amended as follows: 5.05. Obligations of the Developer. 5. Cost of South Gulfview and Beach Walk. a. The City's portion of the Transportation Impact Fee shall be credited to the Developer against the cost of Developer's fair share of the South Gulfview and Beach Walk Improvements as described in subsection (b) below. b. The Developer shall be responsible for a pro rata share of the cost of the South Gulfview and Beach Walk Improvements, which shall be equal to the net cost of the South Gulfview and Beach Walk Improvements multiplied by a fraction in which the front footage of the Project Site is the numerator and the total frontage along South Gulfview and Beach Walk Improvements is the denominator. SPR = (F PROJ/F SGBW) x (CSGBW) SPR = Pro Rata Share FpROJ Frontage of Project Site F SGBW = Total Frontage along South Gulfview and Beach Walk Improvements CSGBW = Net Cost of South Gulfview and Beach Walk Improvements The City has determined that the Developer's pro rata share is One Million One Hundred Ninety Thousand Dollars ($1,190,000.00) ("Developer's Pro Rata Share"). In addition, Developer agrees to pay the City an additional Two Hundred Eighty Thousand Dollars . ($280,000.00) in exchange for the City's agreement tofor redesign of the Beach Walk Improvements to accommodate the Proiect (Redesign Payment). utilize the specific construction schedule attached hereto as Exhibit Mcomolete construction of that oortion TAMP _399167.13991679 Page 8 of the South Gulfview and Beach Walk Imorovements orior to the issuance of the Certificate of Occ'..loanc'l for the Proiect ("}..ccelerated Construction Payment"). The City's utilization of the construction schedule in Exhibit 14obligation is. dependent upon payment of Developer's Pro Rata Share and the .f..cceleration Construction Payment to the City prior to the City awarding the construction bid. The City agrees to utilize best efforts to meet the construction schedule specified in Exhibit 14 recognizing that time is of the essence. comolete construction of that oortion of the South Gulfview and Beach '.Valle Imorovements orior to the issuance of the Certificate of OCCUOallCV for the Proiect. The City agrees to give Develooer not less than 5 davs orior ""Titten notice of the date the ,^..cceleration Construction Pa';ment shall be due and oavable hereunder. If Developer's Pro Rata Share and Accelerated ConstructionRedesign Payments are not made by April 1, 2005, the amount due will be increased each month by the Construction Cost Index as published monthly by the U.S. Dept. of Commerce. Such pro rata share shall be paid prior to issuance of the foundation permit for the project. c. In the event that any property which fronts on the South Gulfview and Beach Walk Improvements is proposed for redevelopment using the pool of additional resort units established pursuant to Beach by Design, the developer of such property shall be required to pay to the City a pro rata share of the cost of the South Gulfview and Beach Walk Improvements as a condition of development approval. 11. Section 5.05 paragraph 9 is amended as follows: 9. Commencement of Construction. The Developer shall commence construction of the Project by 14arch,December 31. 2006, and shall thereafter diligently pursue completion of the Project. 12. Section 7.02fA- paragraph 1 is amended as follows: 7.02. Construction. 1. Commencement. The Developer shall construct the Garage Access Improvements, substantially in accordance with the Plans and Specifications therefor. The Developer shall commence construction by 14archDecember 31 2006 in accordance with Section 5.05(12). a. For purposes of this Section 7.02, "commence construction" means commencement of meaningful physical development of that part of the Project as authorized by the Building Permit therefor which is TAMP _399167.1399167 ~ Page 9 continued and diligently prosecuted toward completion of that part of the Project. b. All obligations of the Developer (including deadlines in the Commencement Date) with respect to commencement and continuation of construction in regard to the Garage Access Improvements, shall be subject to delays and extensions from time to time for Unavoidable Delay (see Article 15). The Developer shall not be deemed to be in default of this Agreement to the extent construction of the Project, or a part thereof, is not complete by reason of Unavoidable Delay. 13. Exhibit F. Sections 2 of Exhibit F to the Agreement are deleted in their entirety and replaced with the following: 2.1.1 The Hotel Units shall be restricted as follows;A minimum of tv/o hundred and nine (209) units, '."hich is the number of hotel units allocated to DEVELOPER, shall be used solely for transient occupancy of thirty (30) 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 tho hotel. No hotel unit shall be used as a primary or permanent residence.. i No Hotel Unit shall be occuoied bv the Unit Owner or any other occuoant for more than 30 consecutive davs oer stay. When such Hotel Units are not beinQ occuoied by their resoective owners. the Hotels Units shall be made available to the oublic for rental as overniQht accommodations as defined in the Clearwater Community Develooment Code. The Hotel Units shall be made available to the oublic for rental as overni2:ht accommodations for no fewer than 305 days in anv calendar Year. r.-ll. All Hotel Units shall be lice.nse(,Las.J1I!.!J.blic_IQogill.g facility in accordance with Florida Statutes. Chaoter 509. r.-m. All Hotel Units shall be maintained and ooera~ the ooeratinQ standards (the "OoeratinQ Standards") set forth in Exhibit N of that certain Second Amended and Restated Develooment AQreement as recorded in O.R. Book 13996. PaQe 2409. Public Records of Pinellas County. Florida (the "Develooment AQreement"). Owners of the Hotel Units may act on their own behalf to rent their resoective units or may retain either the Develooer or a TAMP _399167.13991679 Page 10 TAMP _3991671~12.?_~ third oarty rental a2:ent to oroyide rental services. however. in such event the owners of the Hotel Units shall be resoonsible for comoliance with the Ooeratin2: Standards and the terms and conditions of the Develooment A2:reement. as amended. includin2:. but not limited to. Exhibits E. F and N. Unon reauest of the City. the such Hotel Unit owner (other than those Unit Owner's whose Hotel Unit is managed by the hotel operator for the Hotel) shall be reauired to nrovide. at the owners exnense. indeoendent certification by a mutually a2:reed unon Hotel Insnector. of the Hotel Unit's comoliance with the Ooeratin2: Standards and the terms and conditions of the Development A2:reement. as amended. includin2:. but not limited to. Exhibits E. F and N. In addition to remedies available by law. the City shall have the ri2:ht to orohibit use of and access to any unit that is not operated to the Ooeratin2: Standards until such time as the owner of such unit demonstrates to the reasonable satisfaction of the City that unit is in comoliance with this section. b.L2 fJI other hotel units shall be licensed as a public lodging establishment, classified as a hotel or resort condominium with occupancy limited to stays of thirty (30) days or less. No hotel unit shall be used as a primary or permanent residence. 2.1.2 The Other Areas of the Hotel. includin2: the front desk. shall be operated by a sin2:le. licensed ooerator of the Hotel. 2.1.3 No Hotel Units shall be used as other than ovemi2:ht accommodations as nroyided in the Land Development Code. nor shall any Hotel Unit be used as a primary or permanent residence. 2.1.4 As used herein, the terms "transient occupancy,",; "public lodging establishment,",; "hotel", "resort condominimum, 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 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 Hetelunits owners and their 2:uests and invitees and all hotel guests, visitors and employees,; other than emergency and security personnel required to protect the resort Hotel (as desi2:nated by the Developer and/or its hotel operator) shall be evacuated from the Hotel as soon as practicable following the Page 11 issuance of said hurricane watch. In the event that the National Hurricane 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 theinsure that all units owners and their lluests and invitees and all hotel guests, visitors and employees will be evacuated in advance of the issuance of a forecast of probable landfall. 14. Easement. Developer shall provide a public pedestrian access easement 10 feet wide within the northern-most bav of the Proiect extendinll from Coronado to Gulf View Boulevard. Such easement shall include: a horizontal pole or llate at the east end of the easement which is lonll enoullh to restrict public vehicular traffic unless lifted as necessarv. but not so lonll as to overlv impede public pedestrian traffic: approoriate sillnalle indicatinll that the area permits public pedestrian access: and aoorooriate lillhtinll for Dublic pedestrian traffic. The easement shall remain in Dlace until Second Street is ODen. The access easement shall not be used for lleneral Dublic vehicular throullh traffic. but will be used bv vehicular traffic directlv associated with the oroiect. SIGNATURE PAGES TO FOLLOW TAMP 399167.13991679 Page 12 IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the date set forth in the first paragraph of this Amendment. THE CITY OF CLEARWATER, FLORIDA Attest: By: City Clerk By: Mayor Approved as to form: Pamela K. Akin, Esquire City Attorney STATE OF FLORIDA ) ) COUNTY OF PINELLAS ) The foregoing instrument was acknowledged before me this _ day of , 2005 by and , the Mayor and the City Clerk, respectively, for the City of Clearwater, Florida, on behalf of the City. Notary Public - Signature Print Name: My Commission Expires: [SIGNATURES CONTINUED ON NEXT PAGE] TAMP _399167.13991679 Page 13 Signed, sealed and delivered in the presence of: CRYSTAL BEACH CAPITAL, LLC (Witness Signature) Print Name: By: NJR DEVELOPMENT COMPANY, L.L.C., its sole manager Neil J. Rauenhorst, its Manager (Witness Signature) Print Name: STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this _ day of , 2005, by Neil 1. Rauenhorst, manager of NJR Development Company, L.L.C., sole manager of Crystal Beach Capital, LLC, a Florida limited liability company, on behalf of the companies. He [select one:] ( ) is personally known to me; or ( ) produced a Florida driver's license as identification Notary Public - Signature Print Name: My Commission Expires: TAMP _399167.13991679 EXHIBIT 1 005.382551.JAMP _399167.13991679 2