DEVELOPMENT AGREEMENTDEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT ("AGREEMENT") is dated the �7
day of July, 2012, and entered into between Louis Developments LLC, a Florida
limited liability company ("Developer"), its successors and assigns, and the CITY OF
CLEARWATER, FLORIDA, a municipality of the State of Florida acting through its
City Council, the governing body thereof ("City").
RECITALS:
WHEREAS, one of the major elements of the City's revitalization effort is a
preliminary plan for the revitalization of Clearwater Beach entitled Beach by Design; and
WHEREAS, Sections 163.3220 - 163.3243, Florida Statutes, which set forth the
Florida Local Government Development Agreement Act ("Act"), authorize the City to
enter into binding development agreements with persons having a legal or equitable
interest in real property located within the corporate limits of the City; and
WHEREAS, under Section 163.3223 of the Act, the City has adopted Section 4-
606 of the City of Clearwater Community Development Code ("Code"), establishing
procedures and requirements to consider and enter into development agreements; and
WHEREAS, Beach by Design proposed additional hotel units to equalize
development opportunities on the beach and ensure Clearwater Beach remains a quality,
family resort community by further providing for a limited pool of additional hotel units
("Hotel Density Reserve") to be made available for such mid-sized hotel projects; and
WHEREAS, the Developer owns and controls approximately 1.26 acres of real
property ("Property") in the corporate limits of the City, consisting of 1.26 acres of upland
from the face of the seawall more particularly described on E�ibit "A" attached hereto
and incorporated herein; and
WHEREAS, the Developer desires to develop the Property by demolishing three
single story dated structures used for overnight accommodations in order to add additional
overnight accommodation units, a restaurant not to exceed six thousand five hundred
(6500) square feet, fifty (50) boat slips without fueling facilities, ground level pool, new
lobby, a parking garage and additional remote ground level parking spaces, all of which
will generally conform to the architectural elevation dimensions shown in composite
Exhibit "B"; and
WHEREAS, upon completion the planned resort will contain 134 units, which
includes Seventy-One (71) units from the available Beach By Design Hotel Density
Reserve; and
WHEREAS, the City has conducted such hearings as are required by and in
accordance with Chapter 163.3220 Fla. Stat. (2011) and anv nrl,Pr ar„�:���-�� �-- �
KEN BURKE, CLERK OF COURT
PINELLAS COUNTY FLORIDA
INST# 2012220917 08l01;2072 at 11:55 AM
OFF REC BK: 17666 PG: 1833-7858
DocType:AGM RECORDING: $222.50
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT ("AGREEMENT") is dated the �7
day of July, 2012, and entered into between Louis Developments LLC, a Florida
limited liability company ("Developer"), its successors and assigns, and the CITY OF
CLEARWATER, FLORIDA, a municipality of the State of Florida acting through its
City Council, the governing body thereof ("City").
RECITALS:
WHEREAS, one of the major elements of the City's revitalization effort is a
preliminary plan for the revitalization of Clearwater Beach entitled Beach by Design; and
WHEREAS, Sections 163.3220 - 163.3243, Florida Statutes, which set forth the
Florida Local Government Development Agreement Act ("Act"), authorize the City to
enter into binding development agreements with persons having a legal or equitable
interest in real property located within the corporate limits of the City; and
WHEREAS, under Section 163.3223 of the Act, the City has adopted Section 4-
606 of the City of Clearwater Community Development Code ("Code"), establishing
procedures and requirements to consider and enter into development agreements; and
WHEREAS, Beach by Design proposed additional hotel units to equalize
development opportunities on the beach and ensure Clearwater Beach remains a quality,
family resort community by further providing for a limited pool of additional hotel units
("Hotel Density Reserve") to be made available for such mid-sized hotel projects; and
WHEREAS, the Developer owns and controls approximately 1.26 acres of real
property ("Property") in the corporate limits of the City, consisting of 1.26 acres of upland
from the face of the seawall more particularly described on Exhibit "A" attached hereto
and incorporated herein; and
WHEREAS, the Developer desires to develop the Property by demolishing three
single story dated structures used for overnight accommodations in order to add additional
overnight accommodation units, a restaurant not to exceed six thousand five hundred
(6500) square feet, fifty (50) boat slips without fueling facilities, ground level pool, new
lobby, a parking garage and additional remote ground level parking spaces, all of which
will generally conform to the architectural elevation dimensions shown in composite
Exhibit "B"; and
WHEREAS, upon completion the planned resort will contain 134 units, which
includes Seventy-One (71) units from the available Beach By Design Hotel Density
Reserve; and
WHEREAS, the City has conducted such hearings as are required by and in
accordance with Chapter 163.3220 Fla. Stat. (2011) and any other applicable law; and
WHEREAS, the City has determined that, as of the Effective Date of this
Agreement, the proposed project is consistent with the City's Comprehensive Plan and
Land Development Regulations; and
WHEREAS, the City has conducted public hearings as required by §§ 4-206 and
4-606 of the Community Development Code; and
WHEREAS, at a duly called public meeting on July 19, 2012, the City Council
approved this Agreement and authorized and directed its execution by the appropriate
officials of the City; and
WHEREAS, the City has previously approved the construction of ffty (50) boat
slips on the Property, as set forth in and limited by the City in Development Order
FLD2009-02009-443-460-462-463 East Shore Drive (the "Boat Slip D.O."); and
WHEREAS, the Boat Slip D.O. was extended pursuant to S.B. 360 and
subsequent legislative amendments as evidenced by letter of (date) and may be entitle to
additional extensions; and
WHEREAS, the Community Development Board approved the design and site
plan as a Flexible Development on June 19, 2012, conditioned upon the approval and
execution of this Agreement; and
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.
STATEMENT OF AGREEMENT
In consideration of and in reliance upon the premises, the mutual covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto intending to be legally bound and in
accordance with the Act, agree as follows:
SECTION 1. Recitals. The above recitals are true and correct and are a part of
this Agreement.
SECTION 2. Incorporation of the Act. This Agreement is entered into in
compliance with and under the authority of the Code and the Act, the terms of which as of
the date of this Agreement are incorporated herein by this reference and made a part of
this Agreement. Words used in this Agreement without definition that are defined in the
Act shall have the same meaning in this Agreement as in the Act.
Clienu�ROgers�DevelopmentAgreementU-13-12v.1 Page 2
SECTION 3. Propertv Subiect to this A�reement. The Property described in
Exhibit "A" is subject to this Agreement ("Property").
3.1 The Property currently has a land use designation of Resort Facilities High
(RFH) and is zoned Tourist (T).
3.2. The Property is owned in fee simple by the Developer.
3.3 The Property is generally located at North East corner of Papaya Street and
East Shore Drive, Clearwater, FL 33767, but includes a parcel on the West side of East
Shore Drive having an address of 460 and 462 East Shore Drive. The Property is an
assemblage of fve parcels of land as more fully described in Exhibit "A" attached hereto.
SECTION 4. Scope of Proiect.
4.1 The Project ("Project") shall consist of no more than 134 overnight
accommodation units, to be traditional overnight accommodation units. The proposed
density is 106.26 units per acre, which is well below the allowed 150 units.
4.2 The Project sha11 include 201 parking spaces, as defined in the Community
Development Code, of which 177 will be provided by a parking garage having 9 spaces
on the ground level, and 84 spaces on each the second and the third level, with 24
additional spaces being provided in a remote, ground level parking lot.
4.3 The proposed height of the building is 73.75 feet to the roof deck midpoint
of the pitched roof, less than the 80 feet allowed. The elevator tower height of 85.5 feet is
allowed pursuant to the height definition in the Code.
4.4 The design of the Project, as represented in Exhibit "B", is consistent with
Beach by Design.
4.5 The Project shall include a fifty (50) slip boat dock, without fueling
facilities, located on the eastern boundary of the Project ("Docks"). The Docks have been
approved by the City under the Boat Slip D.O. The Finding of Fact and Conditions of
Approval in the Boat Slip D.O. as extended are incorporated into this Agreement. A copy
of the Boat Slip D.O. as extended is attached hereto as Exhibit "E".
4.6 The project shall comply with the Metropolitan Planning Organization
(MPO) countywide approach to the application of concurrency management for
transportation facilities.
SECTION 5. Effective Date/Duration of this A�reement.
5.1 This Agreement shall not be effective until this Agreement is properly
recorded in the public records of Pinellas County, Florida, and thirty (30) days have
elapsed after having been received by the Department of Economic Opportunity pursuant
Clients�Rogers\DevelopmentAgreement\1-13-12v.1 Page 3
to Florida Statutes Section 163.3239 and Clearwater Community Development Code
Section 4-606.G. 2 (the "Effective Date").
5.2 Within fourteen (14) days after the City approves the execution of this
Agreement, the City shall record the Agreement with the Clerk of the Circuit Court far
Pinellas County. The Developer shall pay the cost of such recording. The City shall
submit to the Department of Economic Opportunity a copy of the recorded Agreement
within fourteen (14) days after the Agreement is recorded.
5.3 This Agreement shall continue in effect until terminated, as defined herein,
but for a period not to exceed ten (10) years.
SECTION 6. Obligations under this Agreement.
6.1 Obligations of the Developer:
6.1.1 The obligations under this Agreement shall be binding upon and the
benefits of this Agreement shall inure to the Developer, its successors in interests
or assigns.
6.1.2 At the time of development of the Property, the Developer will
submit such applications and docutnentation as are required by law and shall
comply with the City's Code applicable at the time of building permit review.
6.1.3 The following restrictions shall apply to development of the
Property:
6.1.3.1 The Property and improvements located thereon shall be
developed in substantial conformance with the Site and Building Plans
attached as E�ibit "B" and approved by the Community Development
Board ("CDB") as case number FLD2012-03008 and the Boat Slip D.O. as
extended. Any minor revisions or changes to the Site Plan shall be
consistent with the approved Site Plan and shall be approved by the
Planning Director as a minor modification, pursuant to the Code. Any
modifications determined by the Planning Director as either inconsistent
with the approved Site Plan or constituting a substantial deviation from the
approved Site Plan and thus requiring further approval by the CDB shall
require an amendment to this Agreement in accordance with the
procedures of the Act and the Code, as necessary and applicable. Any and
all such approved and adopted amendments shall be recorded in the public
records of Pinellas County, Florida.
6.1.3.2 The Developer sha11 obtain building permits within one (1)
year of the date of this Agreement (the "Initial Term"), and shall thereafter
timely obtain required certificates of occupancy, in accordance with Code
Section 4-407. Nothing herein shall restrict Developer from seeking an
extension of these time frames pursuant to applicable provisions of the
Clien[sUtogers�DevelopmentAgreement\1-13-12v.1 Page 4
Code and of the Florida Building Code or from seeking an amendment to
this Agreement.
6.1.3.3 The Developer shall execute, prior to commencement, a
mandatory evacuation/closure covenant, substantially in the form of
Exhibit "C" that the accommodation use will closed as soon as practicable
after a hurricane watch that includes Clearwater Beach is posted by the
National Hurricane Center.
6.1.4 Covenant of Unified Use. Prior to the issuance of the first building
permit for the Project, the Developer hereby agrees to execute and record in the
Public Records of Pinellas County, Florida the covenant of unified use and
development for the Project Site providing that the Project Site sha11 be developed
and used as a single project, the form of which covenant is attached as Exhibit
"D"; provided however, that nothing shall preclude the Developer from selling all
or a portion of the Developer's Property in the event that Developer determines not
to construct the Project. Additionally, prior to the issuance of the first building
permit for the Project, the Developer hereby agrees to execute a Declaration of
Unity of Title for the Project Site providing that the Project Site shall be developed
and used as a single project, the form of which Declaration of Unity of Title is
available from the City Planning Department. 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 Hotel Density
Reserve 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. Additionally, the City
shall execute and deliver to the Developer a Release of Unity of Title suitable for
recording in the Public Records of Pinellas County, Florida.
6.1.5 Allocation of Units from Hotel Densitv Reserve; Return of Units to
the Reserve Pool. Covenant Re ardin� Use of Hotel Densitv Reserve Units.
Subject to the terms and conditions of this Agreement, the City hereby allocates
and grants to the Developer from the Hotel Density Reserve an additional 71 hotel
units to the Project Site in accordance with applicable law. In the event this
Agreement is terminated pursuant to Section 10 of this Agreement, or if any of the
units granted to the Developer from the Hotel Density Reserve are not constructed
in conjunction with the Project approved by City and in accordance with
Paragraph 6.1.3.2, or if any units or the Project fail to meet and maintain the
criteria for Hotel Density Reserve Units contained in the City of Clearwater
Ordinance No. 7925-08, as amended, said units shall be returned to the Hotel
Density Reserve and be unavailable to the Developer for use on the Project,
pursuant to Beach by Design. Prior to the issuance of the Certificate of Occupancy
for the Project, the Developer agrees to execute and record a Covenant in the
Public Records of Pinellas County, Florida restricting the Hotel Density Reserve
Units in perpetuity to the use approved by City and by this Agreement.
ClientsUtogers�DevelopmentAgreement\1-13-12v.1 Page 5
6.1.6 Transient Use. Occupancy in the overnight accommodation units
from the Hotel Density Reserve is limited to a term of one (1) month or thirty-one
(31) consecutive days, whichever is less. Nothing herein shall prevent a purchaser
of a fractional share unit from owning a period of time greater than thirty-one (31)
days, provided every occupancy is limited to a term of one (1) month or thirty-one
(31) consecutive days, whichever is less.
6.1.7 Docks. The fifty (50) Boat Slips to be constructed on the Property
shall be constructed in compliance with the findings and conditions set forth in the
Boat Slip D.O.
6.2 Obligations of the City.
6.2.1 The City shall promptly process site and construction plan
applications for the Property that are consistent with the Comprehensive Plan and
the Concept Plan and that meet the requirements of the Code.
6.2.2 Upon adoption of this Agreement, the Project shall receive 71 units
from the Hotel Density Reserve as defined in Beach by Design.
6.2.3 It is anticipated that as a condition to the approval of the Project by
the City, Developer will be required to construct and maintain a boardwalk along
the seawall on the Properiy (the "Boardwalk"), and to permit the general public to
enter upon and traverse the Boardwalk at all times, and to exit the Boardwalk via
an easement over the Property in favor of the City (or for the benefit of the public
at large) to be located at the north end of the Boardwalk, connecting the
Boardwalk to East Shore Drive. Said easement shall include terms and conditions
acceptable to the City, and which are typical of such other easements for similar
access that are currently in effect between the City (or for the benefit of the public
at large) and private land owners. Upon the adoption of this Agreement, City shall
enter, in favor of Developer and its successors and assigns, a general
indemnification and hold harmless agreement, to be effective upon the issuance of
a C.O. for the Project, pursuant to which the City shall indemnify and hold
harmless Developer, to the extent allowed by law, from and against any and all
claims for injury, death, and damage brought in connection with the use of the
Boardwalk by the general public at large; provided, however, that such
indemnification and hold harmless agreement shall not relieve Developer of any
liability for its negligence in maintaining the Boardwalk, or any willful or wanton
acts by Developer or those under the authority or control of Developer.
SECTION 7. Public Facilities to Service Development. The following public
facilities are presently available to the Property from the sources indicated below.
Development of the Property will be governed by the concurrency ordinance provisions
ClientslRogers�DevelopmentAgreement\1-13-12v.1 Page 6
applicable at the time of development approval unless otherwise provided by law. With
respect to transportation and other public infrastructure and services subject to
concurrency requirements, the City of Clearwater finds that all applicable concurrency
provisions for the proposed development have been met.
7.1 Potable water is available from the City. The Developer shall be
responsible for all necessary main extensions and applicable connection fees.
7.2 Sewer service is currently provided by the City. The Developer shall be
responsible for all necessary main extensions and applicable connection fees.
7.3 Fire protection from the City.
7.4 Drainage facilities for the Property will be provided by the Developer at
the Developer's sole expense.
7.5 Transportation concurrency requirements have been met.
7.6 All improvements associated with the public facilities identified in
Subsections 7.1 through 7.4 shall be completed prior to the issuance of any certificate of
Occupancy.
7.7 The Developer is responsible for the payment of any required impact fees.
SECTION 8. ReQUired Local Government Permits. The required local
government development permits for development of the Property include, without
limitation, the following:
8.1 Site plan approval(s) and associated utility licenses, access, and right-of-
way utilization permits;
8.2 Construction plan approval(s);
8.3 Building permit(s); and
8.4 Certificate(s) of occupancy.
SECTION 9. Consistencv. The City finds that development of the Property is
consistent with the terms of this Agreement and is consistent with the City
Comprehensive Plan and the Code.
SECTION 10. Termination. If the Developer's obligations set forth in this
Agreement are not followed in a timely manner, as reasonably determined by the City
Manager, after notice to the Developer and an opportunity to be heard, existing permits
shall be administratively suspended and issuance of new permits suspended until the
Developer has fulfilled its obligations. Failure to timely fulfill its obligations may serve as
Clients�Rogers�Development.4greementU-13-12v.1 Page 7
a basis for termination of this Agreement by the City, at the discretion of the City and
after notice to the Developer and an opportunity for the Developer to be heard.
SECTION 11. Other Terms and Conditions.
11.1 Except in the case of termination, until ten (10) years after the date of this
Agreement, the Property shall not be subj ect to down-zoning, unit density reduction, or
intensity reduction, unless the City has held a public hearing and determined:
11.1.1 That substantial changes have occurred in pertinent conditions
existing at the time of approval of this Agreement; or
11.1.2 This Agreement is based on substantially inaccurate information
provided by the Developer; or
11.1.3 That the change is essential to the public health, safety, or welfare.
SECTION 12. Compliance with Law. The failure of this Agreement to address
any particular permit, condition, term or restriction shall not relieve the Developer from
the necessity of complying with the law governing such permitting requirements,
conditions, terms or restrictions.
SECTION 13. Notices. Notices and communications required or desired to be
given under this Agreement shall be given to the parties by hand delivery, by nationally
recognized overnight courier service such as Federal Express, or by certified mail, return
receipt requested, addressed as follows (copies as provided below shall be required for
proper notice to be given):
If to the Developer: Louis Development LLC
630 South Gulfview Blvd.
Clearwater, FL 33767-2642
With Copy to: Northside Engineering Services, Inc.
300 South Belcher
Clearwater, FL 33765
If to City: City of Clearwater, City Attorney
ATTN: Pamela Akin, Esq.
112 South Osceola Avenue
Clearwater, FL 33756
Properly addressed, postage prepaid, notices or communications sha11 be deemed
delivered and received on the day of hand delivery, the next business day after deposit
with an overnight courier service for next day delivery, or on the 3rd day following
deposit in the United States mail, certified mail, return receipt requested. The parties may
change the addresses set forth above (including the addition of a mortgagee to receive
copies of all notices), by notice in accordance with this Section.
ClientsUtogers�DevelopmentAgreement\I-13-12v.1 Page 8
SECTION 14. Assignments.
14.1 By the Developer:
14.1.1 Prior to the Commencement Date, the Developer may sell, convey,
assign or otherwise dispose of any or all of its right, title, interest and obligations
in and to the Project, or any part thereof, only with the prior written notice to 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.
14.1.2 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.
141.3 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 Agreement, 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.
14.1.4 No assignee, purchaser, sublessee or acquirer of all or any part of
the Developer's rights and obligations with respect to any one 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.
14.1.5 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.
ClientsUtogers�DevelopmentAgeement\1-13-12v.1 Page 9
14.2 Successors and Assi�ns. The terms herein contained shall bind and inure to
the benefit of the 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.
SECTION 15. Minor Non-Comuliance. The Developer will not be deemed to
have failed to comply with the terms of this Agreement in the event such noncompliance,
in the judgment of the City Manager, reasonably exercised, is of a minor or
inconsequential nature.
SECTION 16. Covenant of Cooneration. The parties shall cooperate with and
deal with each other in good faith and assist each other in the performance of the
provisions of this Agreement and in achieving the completion of development of the
Property.
SECTION 17. Approvals. Whenever an approval or consent is required under or
contemplated by this Agreement such approval or consent shall not be unreasonably
withheld, delayed or conditioned. All such approvals and consents shall be requested and
granted in writing.
SECTION 18. Comnletion of Agreement. Upon the completion of performance
of this Agreement or its revocation or termination, a statement evidencing such
completion, revocation or termination shall be signed by the parties hereto and recorded in
the official records of the City.
SECTION 19. Entire Agreement. This Agreement (including any and all
Exhibits attached hereto all of which are a part of this Agreement to the same extent as if
such Exhibits were set forth in full in the body of this Agreement), constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof.
SECTION 20. Construction. The titles, captions and section numbers in this
Agreement are inserted for convenient reference only and do not define or limit the scope
or intent and should not be used in the interpretation of any section, subsection or
provision of this Agreement. Whenever the context requires or permits, the singular shall
include the plural, and plural shall include the singular and any reference in this
Agreement to the Developer includes the Developer's successors or assigns. This
Agreement was the production of negotiations between representatives for the City and
the Developer and the language of the Agreement should be given its plain and ordinary
meaning and should not be strictly construed against any party hereto based upon
draftsmanship. If any term or provision of this Agreement is susceptible to more than one
interpretation, one or more of which render it valid and enforceable, and one or more of
which would render it invalid or unenforceable, such term or provision shall be construed
in a manner that would render it valid and enforceable.
SECTION 21. Partial Invaliditv. If any term or provision of this Agreement or
the application thereof to any person or circumstance is declared invalid or unenforceable,
the remainder of this Agreement, including any valid portion of the invalid term or
Clients�Rogers�DevelopmentAgreement\1-13-12v.1 Page 10
provision and the application of such invalid term or provision to circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected thereby and
shall with the remainder of this Agreement continue unmodified and in full force and
effect. Notwithstanding the foregoing, if such responsibilities of any party hereto are
thereby limited, to the extent that the purpose of this Agreement or the benefits sought to
be received hereunder are frustrated, such party shall have the right to tertninate this
Agreement upon fifteen (15) days written notice to the other parties.
SECTION 22. Code Amendments. Subsequently adopted ordinances and codes
of the City which is of general application not governing the development of land shall be
applicable to the Property, and such modifications are specifically anticipated in this
Agreement.
SECTION 23. Governing Law. This Agreement shall be governed by, and
construed in accordance with the laws of the State of Florida without regard to the conflict
of laws principles of such state.
SECTION 24. Counteruarts. This Agreement may be executed in counterparts,
all of which together shall continue one and the same instrument.
SECTION 25. Amendment. This Agreement may be amended by mutual
written consent of the City, the Developer, and the Association so long as the amendment
meets the requirements of the Act, applicable City ordinances, and Florida law.
[ remainder of this page is blank — signature page follows ]
Clients�Rogers�DevelopmentAgreement\I-13-12v.1 . P$ge 11
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Print Name:
Print Name
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STATE OF FLORIDA
COUNTY OF PINELLAS
LOUIS DEVELOPMENTS, LLC
By: E
Elias Anastasopoulosas its M ger ember
CITY OF CLEARWATER, FLORIDA
BY� d�nJl���� —'�
William B. Horne II,
City Manager
Attest:
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Rosemarie Call, City Clerk !
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Countersigned:
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George N. Cretekos Mayor
Approved as to Form:
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Leslie K. Dougall es
Assistant City Att y
The foregoing instrument was acknowledged before me this day of , 2012, by
He is [] personally known to me or has [] produced
as identification.
Notary Public
Print Name:
My Commission Expires:
EXHIBIT "A"
Legal Description of Project Site
EXHIBIT "A"
Legal Description for Properties located generally at 443 East Shore Drive
Parcell.D. No. 08/29/15/16434/003/0100
LOTS 8-12, BLOCK C WITH RIPARIAN RIGHTS, TOGETHER WITH LOTS 10 & 11, BLOCK B, A RE-PLAT OF
BLOCK "A" AND LOTS 1 TO 15 INCL. BLOCK B OF CLEARWATER BEACH PARK FIRST ADDITION, AS
RECORDED IN PLAT BOOK 21, RAGE(S) 21, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA
EXHIBIT "B"
Site and Building Plans
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VER CDC SFCTION 3-911, E%ISiING OVERNEAD
UTNTIES NUST BE PUCEO UNDERGROUND.
A MININUM Of 8�-3" VERTICAL CLE�RANLE SH�LL
:%IST fOR VAN �CCESSIBIIItt PER AD� ST�NDARDS.
ALL OUTOOOR 4CMTING t0 BE ATTACMED i0 THE
3UILDING.
BOAROW�LK TO BE CONSTRUCTED Of RECYCLED WOOD
SUCH AS TRE% AND fINAI SELECTION Oi SUCH SHRLL
BE SUBMIttED fOR PEVIEW PRIOR TO ISSVANCE Of
ANY PERMIiS.
AlL SIDEWALKS SHALL BE CONSTRl1CTED Of WASHEU
iHELL fINISN TO MATCN THE MANDALAT
iTREETSCAPE DESIGN.
iNE MINIMUM CLEAR NEIGHT THROUGHOUT THE GARAGE
SHAL� BE SEVEN FEET ZERO INCHES AND SHALL BE EIGHT
fEET TWO INCHES (OR VAN-ACCESSIBLE HANDICAPPED
P�RKINC SPACES INCLUDING INGRESS AND EGRESS DRIVE
AISLES TO THESE SPALES. (PER CITY'S COMMUNITY
DEVELOPMENT CODE SECTION 3-1/07. 1.1)
ONE IN EVERY EIGMT ACCESSIBLE SPACES. BUT NOT LE55
THAN ONE, SH1LL BE VAN ACCESSIBIF AND SNALL HAVE
A VERTICAL CLEARANCE OG D' 3'. (fLORIDA BUILDING
CODE CMAPTEF 11, SEC710N I1-1.1.7. (S) B.; SECTION
I1-1.6.1.)
STRATEGICALLY INSTALL CONVE% MIRRORS fOR ALL
PARKING SP�CCS TH�T ARE ADJACENT TO A SNF�R
WALL (PER CITY'S COMMUNITY DEVELOPMENT CODE
SECTION 3-1�02 A.)
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EXHIBIT "C"
COVENANT REGARDING HURRICANE EVACUATION
And DEVELOPMENT, USE AND OPERATION
DECLARATION OF COVENANTS AND RESTRICTIONS
THIS DECLARATION OF COVENANTS AND RESTRICTIONS ("Declaration") is made as of the
day of , 2012, by Louis Developments, LLC ("Developer").
Developer is the owner of fee simple title to the real property described in Schedule 1 attached hereto
and made a part hereof (hereinafter, the ("Real Property"). The City of Clearwater, Florida (the "City"), 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 plan for the revitalization of Clearwater Beach.
The designation of Clearwater Beach as a Community Redevelopment District (the "Designation")
provides for the allocation of Hotel Density Reserve Units as an incentive for the development of mid-sized
quality hotels. Pursuant to the Designation, the allocation of Hotel Density Reserve Units is subject to
compliance with a series of performance standards, including a requirement that resorts containing a hotel
developed with Hotel Density Reserve Units shall be closed and all Guests evacuated from such resorts as soon
as practicable after the National Hurricane Center posts a hurricane watch that includes Clearwater Beach. The
purpose of such evacuation is to ensure that such a Resort Hotel is evacuated in advance of the period of time
when a hurricane evacuation would be expected in advance of the approach of hurricane force winds.
The City has granted, by City Council Resolution 12-07, passed and approved on July 19, 2012,
Developer's application for Hotel Density Reserve 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 of the Real Property in accordance with the terms and conditions of the allocation of the Hotel
Density Reserve Units to the City and the Designation, which rights, duties, obligations and responsibilities
shall be binding on any and a11 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 Hotel Density Reserve 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
of the 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 O eration. 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:
2.1.1 A m�imum of Seventy-One units, which is the number of hotel units allocated to
Developer, shall be used solely for transient occupancy of one month or 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 such hotel unit shall be used as a
primary or permanent residence.
2.1.2 All other 63 units shall be licensed as a public lodging esta.blishment. No unit shall be used
as a primary or permanent residence.
2.1.3 As used herein, the terms "transient occupancy," "public lodging establishment," "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 Hotel developed on the Rea1 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 Hotel guests, visitors and employees other than emergency
and security personnel required to protect the resort, shall be evacuated from the Hotel as soon as practicable
following the 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 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 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 Reserve Units to the Developer expires or is terminated.
4 Governin�. This Declaration shall be construed in accordance with
and governed by the laws of the State of Florida.
5 Recordin�. 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 Attornevs' 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 Severabilitv. If any provision, or part thereof, of this Declaration or the
application of this Declaration to any person or circuxnstance 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.
[ remainder of this page is blank — signature page follows ]
IN WITNESS WHEREOF, Developer has caused this Declaration to be executed this
, 2012.
In the Presence of:
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Print Name:
Print Name
As to "City"
STATE OF FLORIDA
COUNTY OF PINELLAS
LOUIS DEVELOPMENTS, LLC
By; � �
Eilas Anastasopoulos, as Manager ember
.•��,a'v"n'�� KA7HERINE J LEDBET7ER
: e�'.,
�' Notary Public - State of Florida
;y, • " MY Comm. Expires Se
�',rF ��� Commission �r p �s• 2013
'•.°,,;; ;,`�`� �� 925254
8onded Throug� Nalinnat u,,,,... .__
CITY OF CLEA ""
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By �uP�!t:h,�,..; �, —�
William B. Horne II,
City Manager
Attest:
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Rosemarie Call, City Clerk z
Countersigned:
_ c��r�c n c�t��oS
George N. Cretekos, Mayor
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Appr ved as to Form:
, C_
Leslie K. Dougall- id s
Assistant City Atto
The foregoing instrument was acknowledged before me this day of
He is [] personally known to me or has [] produced
as identification.
Notary Public
Print Name:
My Commission Expires:
day of
2012, by
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this �°��day of � ,
2012, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who i[ personally
known to me or who has [ ] produced as identification.
Notary Public
Print Name: Sc,�� �-�,lwn �
My Commission Expires:
3ANDRA HARRIGER
NOTARY PUBLIC
8TATE OF FLORIDA
. . Comm# EE142238
Expires 9/4/2096
EXHIBIT "D"
COVENANT OF UNIFIED USE
PLEASE RETURN RECORDED DOCUMENT TO:
Kent Runnells, P.A.
101 Main Street, Suite A
Safety Harbor, FL 34695
COVENANT OF UNIFIED USE
THIS COVENANT OF LJNIFIED USE (the "Agreement") is executed this day of
, 2012, by Louis Developments, LLC ("Developer").
WITNESSETH:
WHEREAS, Developer is the owner of the real property legally described on Schedule "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 , 2012 (the "Development Agreement"), pursuant to which the
City has agreed that Developer may develop and construct upon the Real Property a hotel 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 of Ten 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 Rea1 Property
shall be developed and operated as a hotel and fractional share/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 Fractional Share Units to be constructed as a part of the Project (the "Fractional 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 Fractional Share Ownership or Hotel Units are operated and occupied
as part of the Project as a single unified project throughout the term of this 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
Fractional Share Units may be operated by a different, single management firm/operator.
IN WITNESS WHEREOF, Developer has caused this Agreement to be executed this day of
, 2012.
In the Presence of:
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this day of ,
2012, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [] personally
known to me or who has [ ] produced as identification.
Notary Public
Print Name:
My Commission Expires:
IN WITNESS WHEREOF, the parties have hereto executed this Agreement the
date and year first above written.
In the Presence o£
Print Name:
r
rint Nan ,�t,� �?�_
As to "Developer"
Print Name:
Print Name
As to "City"
ClientsUtogers�DevelopmentAgreemend I-13-12v.1
LOUIS DEVELOPMENTS, LLC
BY� <'2�sfl %� �c3�S� c�Lt�a
Elias Anastosopoulos, as Manager ember
CITY OF CLEARWATER, FLORIDA
By: %_�i,,�c���,�=�.�.v. � , .�--
William B. Horne II, City Manager
Attest:
'' ��-�%�1� CXiQ �C.� ���_
Rosemarie Call, City Clerk
Countersigned:
—�(�<<<'� C�C�eI�s
George N. Cretekos, Mayor
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App oved as to Form:
.
Page 12
Leslie K. Dougall-Sides
Assistant City Attorney
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this �� ay of
� , 2012, by�i/r?5,�n���e is [�, personally known to me or
has [ ] produced as identification.
��� w� KATHERINE J LEDBETTER
�'� ��� Not�ty PuDiic • St�te o1 Fiorida
• i My Conun. Expires Sep 16, 2013
� Commiasion #� DD 925254
y' ���� �r, 8onded TArouph N�tbn�i Notary Aasn.
STATE OF FLORIDA
COUNTY OF PINELLAS
ot Public
Print Name: �� � � � j�el�
My Commission Expires:
The foregoing instrument was acknowledged before me this �`?� day of
7�- , 2012, by WI�,LIAM B. HORNE, II, as City Manager of the
City of Cle ater, Florida, who is [ r� personally known to me or who has [ ]
produced as identification.
� �`–��,�—
Notary Public �
Print Name: ���,,� � � .�
My Commission Expire
BANDRA HAIlRIBER
NOTARY PUBLIC
STATE OF FLORi�A
. . . Comm# EE142238
Expi�s 1/4/2016
ClientsUtogers�DevelopmentAgreementU-13-12v.1 Page 13