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HDA2013-08005353 CORONADO DR o HDA2013-08005 1 2 � C earwater Mainstream Partners VIII LTD Parcei B � Zoning: Tourist Atlas #: 276A �velopment Department Density Reserve nent Application IT IS INCUMBENT UPON THE APPLICANT TO SUBMIT COMPLETE AND CORRECT INFORMATION. ANY MISLEADING, DECEPTIVE, INCOMPLETE OR INCORRECT INFORMATION MAY INVALIDATE YOUR APPLICATION. ALL APPLICATIONS ARE TO BE FILLED OUT COMPLETELY AND CORRECTLY, AND SUBMITTED IN PERSON (NO FAX OR DELIVERIES) TO THE PLANNING & DEVELOPMENT DEPARTMENT BY NOON ON THE SCHEDULED DEADLINE DATE. A TOTAL OF 15 COMPLETE SETS OF PLANS AND APPLICATION MATERIALS (1 ORIGINAL AND 14 COPIES) AS REQUIRED WITHIN ARE TO BE SUBMITTED FOR INITIAL REVIEW BY THE CITY COUNCIL. SUBSEQUENT REVIEW BY THE CITY COUNCIL WILL REQUIRE AN ADDITIONAL 15 COMPLETE SETS OF PLANS AND APPLICATION MATERIALS (1 ORIGINAL AND 14 COPIES). PLANS AND APPLICATIONS ARE REQUIRED TO BE COLLATED, STAPLED AND FOLDED INTO SETS. THE APPLICANT, BY FILING THIS APPLICATION, AGREES TO COMPLY WITH ALL APPLICABLE REQUIREMENTS OF THE COMMUNITY DEVELOPMENT CODE. APPLICATION FEE: $1,500 PROPERTY OWNER (PER DEED): Mainstream Partners VIIl, LTD (PARCEL "B') MAILING ADDRESS: 10165 NW I9th Street, Mdami, FL 33I72-2529 PHONE NUMBER: 727-224-6650 EMAIL: mamerica(a�,tampabay.rr.com AGENTORREPRESENTATIVE: _R_ Donald Mastr� MAILINGADDRESS: 200 Central Avenue, Suite 1600, St. Petersburg, FL 33701 PHONENUMBER: (727) 824-6140 EMAIL: �astrv@trenam. com ADDRESS OF SUBIECT PROPERTY: iNo Address) Clearwater, FL 33767 PARCEL NUMBER(S): 08-29-15-17586-001-0120. 08-29-IS-17586-001-0130. 17586-001-OI40 17604-000-OI00,17604-000-0080, , portion of Sth Street ROW LEGAL DESCRIPTION: Lot IOA. 9A. MARINA PARCEL "B" PROPOSED USE(S) DESCRIPTION OF REQUEST: Specifically identify fhe request (include a/I requested code ffexibility,• e.g., reduction in required number of parking spaces, height, setbacks, lot size, lot width, specific use, etc.): SEE ATTACHMENT "A " Hotel SEE ATTACHMENT "B" Planning & Development Departrnent, 100 S. Myrtle Avenue, Clearwater, FL 33756, Tel: 727-562-d567; Fax: 727-562-4865 Page 1 of 4 O6/13 LL Planning & Development Department ° :��ater Hotel Density Reserve � ��-^�'`-�`-� � �vcvci��3lii�iii r�i�T'i'��'cTiTiici?i� r��D�3iii a�i.If3ii Data Sheet PLEASE ENSURE THAT THE FOLLOWING INFORMATION IS FILLED OUT, IN ITS ENTIRETY. FAILURE TO COMPLETE THIS FORM WILL RESULT IN YOUR APPLICATION BEING FOUND INCOMPLETE AND POSSIBLY DEFERRED UNTIL THE FOLLOWING APPLICATION CYCLE. ZONING DISTRICT: FUTURE LAND USE PLAN DESIGNATION: EXISTING USE: PROPOSED USE: SITE AREA: 50,530 Tourist District "T" Resort Facilities High "RFH" Hotels and Multi-Family Hotel, Retail & Commercial sq. ft. 1.16 acres GROSS FLOOR AREA (approximate square footages) Hotel Use: 3I1�23� sq. ft. Accessory Uses: �'�A sq. ft. Total: n'�f1 sq. ft. DENSITY (rooms per acre): Existing: 0.0 Proposed: 158/1.16 = l36 Maximum Permitted: 150/acre BUILDING COVERAGE/FOOTPRINT (15` floor square footage of all buildings): Existing: 0.0 sq. ft. ( 0.0 % of site) Proposed: 26,736 Sq, ft. ( 52.91 / of site) Maximum Permitted: 48.004 sq. ft. ( 95 % of site) IMPERVIOUS SURFACE RATIO (total square footage of impervious areas divided by the total square footage of entire site): Existing: O.132 Proposed: 0.93 Maximum Permitted: 0.95 OFF-STREET PARKING Exisfi ng: SS Proposed: ISI + 39 = I90 Minimum Required: I.20 x IS8 =190 BUILDING HEIGHT: Existing: 0.0 Proposed: 142' Maximum Permitted: ISO'BFE=13.0 STATE OF FLORIDA, COUNTY OF PINELLAS S� I, the undersigned, acknowledge that all Sworn to and subscribed before me this � � day of representations made in this application are true and /y �, T� f, .� ,}- 4 e7 j�, to me and/or by accurate to the best of my knowledge and authorize � � � City representatives to visit and� otogra the ANTONIO FERNANDEZ , who is personally known, has property described ' th' applicati,dn. produced as identification. ( � /l�1/If/ 1�� s; l�'-i��-�=:� ,��:,�1� �,:�:°' Signature of gr6perty owner or Notary public, My commission expires: �p0.Y P� DOLORES kiOUGNER7Y �_ .� Planning & Development Department, 100 S. Myrtle Avenue, Clearwater, FL 33756, Tel: 72y'�962�67;'"F'�ii:"i�%"�67� Page 2 of 4 06/13 LL Planning & Development Department ° lear�vater Hotel Density Reserve �� u��-�� D� v �i^vYiil�li� c�i��'��ii?��?�� ,�,�,�i��.�.�'J�r Site Plan Submittal Package Checklist IN ADDITION TO THE COMPLETED DEVELOPMENT AGREEMENT APPLICA710N, ALL DEVELOPMENT AGREEMENT APPLICATIONS SHALL INCLUDE AN INITIAL SUBMITTAL PACKAGE CONSISTING OF THE FOLLOWING INFORMATION AND/OR PLANS: ❑ A conceptual site plan that depicts the building footprint, off-street parking, landscape areas, and ingress and egress points. ❑ Architectural elevations for all sides of the building. ❑ A massing study that illustrates the building form (including stepbacks) on all sides of the building. ❑ A signed and sealed survey of the property prepared by a registered land surveyor including the location of the property, dimensions, acreage. ❑ A proposed development agreement which shall contain, at a minimum, the following information: ❑ A legal description of the land subject to the development agreement. ❑ The names of all persons having legal or equitable ownership of the land. ❑ The duration of the development agreement, which shall not exceed ten (10) years. ❑ The development uses proposed for the land, including population densities, building intensities and building height. ❑ A description of the public facilities and services that will serve the development, including who shall provide such public facilities and services; the date any new public facilities and services, if needed, will be constructed; who shall bear the expense of construction of any new public facilities and services; and a schedule to assure that the public facilities and services are available concurrent with the impacts of the development. The development agreement shall provide for a cashier's check, a payment and performance bond or letter of credit in the amount of 115% of the estimated cost of the public facilities and services, to be deposited with the city to secure construction of any new public facilities and services required to be constructed by the development agreement. The development agreement shall provide that such construction shall be completed prior to the issuance of any certificate of occupancy. ❑ A description of any reservation or dedication of land for public purposes. ❑ A description of all local development approvals approved or needed to be approved for the development. ❑ A finding that the development proposal is consistent with the Comprehensive Plan and the Community Development Code. Additionally, a finding that the requirements for concurrency as set forth in Article 4, Division 10, Community Development Code, have been satisfied. ❑ A description of any conditions, terms, restrictions or other requirements determined to be necessary by the City Council for the public health, safety or welfare of the citizens of the City of Clearwater. Such conditions, terms, restrictions or other requirements may be suppiemental to requirements in existing codes or ordinances of the City. ❑ A statement indicating that the failure of the development agreement to address a particular permit, condition, term or restriction shall not relieve the developer of the necessity of complying with the law governing said permitting requirements, conditions, terms or restrictions. ❑ The development agreement may provide, in the discretion of the City Council, that the entire development or any phase thereof be commenced or be completed within a specific period of time. The development agreement may provide for liquidated damages, the denial of future development approvals, the termination of the development agreement, or the withholding of certificates of occupancy for the failure of the developer to comply with any such deadline. ❑ A statement that the burdens of the development agreement shall be binding upon, and the benefits of the development agreement shall inure to, all successors in interest to the parties to the development agreement. ❑ All development agreements shall specifically state that subsequently adopted ordinances and codes of the city which are of general application not governing the development of land shall be applicable to the lands subject to the development agreement, and that such modifications are specifically anticipated in the development agreement. Planning 8 Development Department, 100 S. Myrtle Avenue, Clearwater, FL 33756, Tel: 727-562-456T; Fax: 727-562-4865 Page 3 of 4 06/7 3 LL Planning & Development Department ° lea ter Hotel Density Reserve � rwa � Development Agreement Application Affidavit to Authorize Agent/Representative 1. Provide names of all property owners on deed - PRINT full names: Mainstream Partners VIII, Ltd., a Florida Limited Partnership 2. That (I am/we are) the owner(s) and record title holder(s) of the following described property: See Exhibit A 3. That this property constitutes the property for which a request for (describe request): Hotel Density Reserve Development Agreement 4. That the undersigned (has/have) appointed and (does/do) appoint: R. Donald Mastrv as (his/their) agent(s) to execute any petitions or other documents necessary to affect such petition; 5. That this affidavit has been executed to induce the City of Clearwater, Florida to consider and act on the above described property; 6. That site visits to the property are necessary by City representatives in order to process this application and the owner authorizes City representatives t�.,visit and photograph the property described in this appfication; 7. That (I/y,e), the Property Property Owner reby certify that the foregoing is true and correct. STATE OF FLORIDEL, COUNTY 0� PINELLAS Property Owner Property Owner BEFORE ME THE UNDERSIGNED, AN OFFICER DULY COMMlSSIONED BY THE LAWS OF THE STATE OF FLORIDA, ON THIS ; ,� S� DAY OF L� �' « � 'S f , � � / ? , PERSONALLY APPEARED � Antonio Fernandez NVHO HAVING BEEN FIRST DULY SWORN DEPOSED AND SAYS THAT HElSHE FULLY UNDERSTANDS THE CONTENTS OF THE AFFIDAVIT THAT HElSHE SIGNED. ao.��,av r�a�c �ORES DOUGHERTI! * * MY COMMISS�ON k DD 99616x � 1 f EXPIRES: August 23, 2014 �`-`' �� °� ��`�" � t��'�'�' h�'��'� ��'rfoF�to�`O< Bonded ThN Budget Notary Services Notary Public Signature Notary Seal/Stamp My Commission Expires: Planning 8� Development Department, 100 S. Myrtie Avenue, Cfearwater, FL 33756, Tet: 727-562-4567; Fax: 727-562-46fi5 Page 4 of 4 06/73 EXHIBIT "A" PROJECT LEGAL DESCRIPTION PARCEL "B" CLEARWATER HOTEL COMPLEX LEGAL DESCRIPTION PARCEL 1: LOTS 8, 9 AND 9-A, COLUMBIA SUBDIVISION NO. 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 27, PAGE 46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 2: LOT 12, BLOCK A, COLUMBIA SUB. N0. 2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 21, PAGE 79, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 3: LOT 10 AND 10-A, COLUMBIA SUBDIVISION N0. 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 27, PAGE 46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 4: LOTS 13 AND 14, BLOCK A, COLUMBIA SUB. NO. 2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 21, PAGE 79, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. TOGETHER WITH A PORTION OF THE PROPOSED RIGHT-WAY-VACATION OF FIFTH STREET (PLAT) 5th STREET (FIELD) RIGHT OF WAY: THAT PORTION OF 5TH STREET (FIELD) (A 60.00 FOOT RIGHT-OF-WAY PER PLAT) FROM THE EASTERLY RIGHT-OF-WAY LINE OF CORONADO DRIVE TO THE WESTERLY RIGHT-OF-WAY LINE OF HAMILTON DRIVE (PLAT)/HAMDEN DRIVE (FIELD), AS SHOWN ON THE RECORD PLATS COLUMBIA SUB. NO. 2, RECORDED IN PLAT BOOK 21, PAGE 79, COLUMBIA SUBDIVISION N0. 3, RECORDED IN PLAT BOOK 27, PAGE 46 AND COLUMBIA SUBDIVISION N0. 4, RECORDED IN PLAT BOOK 27, PAGE 50, LOCATED IN SECTION 8, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 10, COLUMBIA SUBDIVISION NO. 3, AS RECORDED IN PLAT BOOK 27, PAGE 46. THENCE 512°21'34"W (FIELD), ALONG THE WESTERLY RIGHT-OF-WAY LINE OF HAMILTON DRIVE (PLAT)/ HAMDEN DRIVE (FIELD) RIGHT-OF-WAY WIDTH VARIES PER PLAT, 41.55 FEET (FIELD); THENCE N75°34'S9"W, 220.07 FEET (FIELD) TO THE EASTERLY RIGHT-OF-WAY LINE OF CORONADO DRIVE (PLAT/FIELD), COLUMBIA SUBDIVISION NO. 2, AS RECORDED IN PLAT BOOK 21, PAGE 79; THENCE N12°23'17"E (FIELD), ALONG THE SAID EASTERLY RIGHT-OF-WAY LINE OF CORONADO DRIVE (PLAT/FIELD), 34.25 FEET (FIELD) TO THE NORTHERLY RIGHT-OF-WAY LINE OF 5TH STREET (PLAT) / FIFTH STREET (FIELD) AND THE SOUTHWEST CORNER OF LOT 14, BLOCK "A", COLUMBIA SUB. N0. 2, AS RECORDED IN PLAT BOOK 21, PAGE 79. THENCE S77°29'04"E (FIELD), ALONG SOUTHERLY LINE OF SAID LOT 14, BLOCK "A", COLUMBIA SUB. N0. 2, 110.00 FEET TO THE SOUTHWEST CORNER OF LOT 10, COLUMBIA SUBDIVISION N0. 3, AS RECORDED IN PLAT BOOK 27, PAGE 46. THENCE CONTINUE S77°29'04E (FIELD), ALONG SAID NORTHERLY RIGHT-WAY-LINE AND THE SOUTHERLY LINE OF SAID LOT 10, COLUMBIA SUBDIVISION N0. 4, AS RECORDED IN PLAT BOOK 27, PAGE 46, 109.91 FEET (FIELD) TO THE POINT OF BEGINNING. TOGETHER WITH A PORTION OF LAND LYING EAST OF HAMILTON DRIVE (PLAT) HAMDEN DR. (FIELD) (A 60.00 FOOT RIGHT-OF-WAY PER PLAT) AND LYING SOUTH OF LOT 10-A, COLUMBIA SUBDIVISION NO. 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 27, PAGE46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS: MARINA PARCEL "B" BEGINNING AT THE THE SOUTHWEST CORNER OF LOT 10-A, COLUMBIA SUBDIVISION N0. 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 27, PAGE 46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE S76°24'03"E (FIELD), ALONG THE SOUTHERLY LINE OF SAID LOT 10-A, 9.99 FEET (FIELD)TO THE SOUTHEAST CORNER OF SAID LOT 10-A; THENCE S12°21'09"W (FIELD) 43.63 FEET (FIELD); THENCE N75°34'S9"W (FIELD), 10.02 FEETTO THE AFOREMENTIONED HAMILTON DRIVE (PLAT), HAMDEN DR. (FIELD); THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, N12°23'07"E (FIELD), 43.48 FEET (FIELD) TO THE POINT OF BEGINNING. CONTAINING 1.16 ACRES MORE OR LESS. PARCEL B � �� Attachment B Description of Requests . 158 unit overnight accommhe �e 51 Y pool. . Request of 100 units from t 1 f ` ----i t '________ ___1_______..___ i________ J •q'� ^^ ao' �+c�� a r�r (v> �SRVS� P��SV[`it Mp�n v.�.ts - a 0 CORL7NAO0 �R1�/E waow. a immrnv�owi 0 �+� �_ e �e "' �y'- - . ..,..... .e- � O '°-0 .. e.� R : � � .'� - - � �� a�as�� . �PROPOSED HOTEI & REiA[L � � � rwoon . n Iruvo bl OthLSf�)14,�ID.- rfmSrOm7- �.. . �' �,.��:� " �,.�.0 � � ARp�OSED oursidE via rtaoon 1puN X[�[CRIt M fdl � fAtf ____.i'-- � � ` 1 � I 3 �e �'� - 'v � ;�;�;�h;�;�,' 'v :::::��:� ::�� :4 _� � � 3 �or iw � 0 —�T— I r"` .r...+...r �� ,K4,. � . , �°5,�'� � �:<: � i ac �•n � R � � � � � 5 t1�Mt3 i � � � � � •67B13t^��1k � � � � �' � �� , __ '- -- '�\ � ' ♦.�o�v��f;A,� � �� F . �, .._ .. !� _ — - ,� ° r _ me,.e. `�;L �� V `. I � tr� � ' � ' e .; � r _ �_a � = � :� ` �� __ � � � �� ► � "�� s�S =_:� ��_ � � � �' .__ _��.�. 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I� � A �-.>,*'� . ��,r�, �� ,�,.�. a � � ��a .��' .ela "; olt� . � *. o', <k' ' � o'i � ml� _ .NewAlley .��. i - 3 �� n ��.,' A � � ; �R�§Y 8 �°� ".��:':� m . �- �°„ � �� ' � m -, �,� � ; � � � ; �: -� Gulfview Boulevard & Coronado Dr. Mainstream Partners VIII Ltd. 7r;�r��r G��«� � � �;. x,�; �m �� ,,��' �y� �-:, a .. _ i I. - .r� ,:��i -� * :t r „ � �� r". ; +�: � ...i _ � �� ,:!i:�, �ak. . 6j ��-'� �^��°'� � � � � <� , ,.s. ` o�� m. �`'� � ��?� i��.��`�` �" h� � �,� , �! `:' ; ' r�r� ��; � �, � � � ; , , �, ;:-� _-- �Y+c� ,, � ��, '.�` - '� � ¢� II �� :f � � , Ii � :� �... �II - � y • �r . _ � .�. .; � �,� -,► ' �''�`'' � p } l7 �l�,rl A 9 �� p 5� ga �' � f ,.' ��i � ' ' '..._._.�_.....�................ ,....._�..�.....�_, W r'� ��' m° �� z m F� �� f�: i � Gulfview Boulevard & Coronado Dr. j � Mainstream Partners VIII Ltd. 7ri�►�� ts��ee�.-.<;�!"� _ _ ��;o _ NewAileY . _��.'��. AUTHORIZATION TO EXECUTE DOCT�MENTS WHEREAS, Mainstream Partners VIII, Ltd., a Florida limited parbnership, is the awner of aertain peroe�s of reat estate located in Clearwater, Florida, more specifca�ly described on the a.c+�&iliEf�i iniiiui�a �-�i� E ni.0 ��e "n�:,y^� J' l� �aF.0 WF-IEREAS, Mainstream Pariners VTII, Ltd., desires to present applications and affidavits to the City �flf Clearvvater pert�ining to the deveiopment or redevelopment of the Property, including but not limited to Flexible Development Applicatians, Development Agreement Applicatians and a 3treet Vacation Application, with associated affidavits authorizing agents, and WHEREAS, Mainstream CP, LLC, a Florida limited �iabiIity company, is the General Partner of Mainstream Partners VIII, Ltd,, and . WHEREAS, Ma.instrea.m America, Tnc., a Florida corparation, and Edward W. Eastan & Company, Inc., a Florida corporation, are the Managing Members of Mainstream GP, LLC, and WHEREAS, Antonio Fernandez is the President of Mainslream America, Inc., and WHEREAS, Edward W. Easton is #he President of Fdward W. Eastan & Company, Inc., and WHEREAS, Edward W. Easton & Company, Inc., and Iv(ainstream America, Inc., as Mana.ging Members of Mainstresm GP, LLC, the Geaeral Partner off Mains�treain Partners VIlI, Ltd., desire to authorize Antonio Fernandez to execute snd deliver the aforesaid applications and affidavits to the City of Clearwater in connection with the devetapment or redevelopment of the Property, NOW, THEREFORE, be it resolved that Antonio Fe�nandez is hereby authorized and directed to execute and deliver to the City of Clearwater any and all applica.tions and affidavits necessary far the developm�nt ar redevelopment of the Properiy. MAINSTREAI6[ PARTNERS VIII, LTD. BY: MAINSTREAM GP, LLC, its General Par(ner BY: EDWARD W. EASTON & CaMPANY, INC., it Mana ' g Member By: `.�'"`- G%� Edward W. �aston, President BY: MAiAiSTREAM � A, INC_ $Y Anto o Fernandez, Presid nt The Vortex Ti'i2 vG�c%� \rvitii ii$ uiS�i.iiiCtiVc ai�i'iit2C�i.iiE vJiii v�ci �i2atiita��g views of the oc2ar �ivii� viiivaiiy every angle, while maintaining an open view corridor. The Vortex features an open mall allowing visitors and residents to enjoy shopping and outdoor entertainment. A rooftop pool and spa will be featured. The Vortex will provide a unique vacation destination with its dramatic spiraling architecture and dramatic pedestrian promenade created by the vacation of a small, unused portion of 5`h street. The promenade will feature retail, alfresco dining and a venue for local artists to display and sell their work. The property will sit on 1.16 acres offering 168 rooms and 190 parking spaces. The property will have two restaurants, and three retail spaces. The promenade will provide additional retail and a venue for local artists to display and sell their work. Existing Conditions The property is located in the Beach by Design Small Hotel District, is zoned Tourist (T), and the Future Land Use Designation is Resort Facilities High. The property is vacant. The site area is 50,530 square feet or 1.16 acres. Development Proposal A Hotel Density Reserve Development Agreement Application is being proffered for the construction of a 158 room hotel (overnight accommodations) with 190 parking spaces, a reduction of front setback to Hamden Ave. from 12' to 0.0, a reduction of front setback to Coronado Dr. from 15' to 0.0, and a request of 100 units from the density pool. The existing height is 0, as the property is vacant land. The proposed height is 142'above base flood elevation 13.00. The maximum permitted height is 150' based on minimum separation distances as required by "Beach by Design Guidelines". All of the above requests are in keeping with Beach by Design guidelines. Beach by Design Considerations Care has been taken to ensure that the Vortex meets Beach by Design standards, design objectives and principles. The property promotes safety, with its well lit walkways and the utilization of Crime Prevention through Environmental Design (CPTED) concepts. The Vortex provides an inviting environment for guests with its attractive design, comfortable outdoor seating and its shopping and dining opportunities. • The property has been designed in scale, character and function, and is compatible with existing buildings. The project does not exceed the capacity of public infrastructure; rather it complements it by providing a pedestrian mall, and encourages walking and using the beach Trolley systems. The Vortex' unique architecture provides visual diversity and is in scale and width of public places. • The pedestrian mall creates an inviting street level destination and creates a"beach community neighborhood feel" for guests and residents. Retail and outdoor restaurant spaces are designed specifically to provide an attractive destination, drawing visitors and residents to and from the beach. • With the exception of parking structures, all street-level building perimeters adjacent to pedestrian ways are primarily (more than 60%) comprised of glass or are landscaped or hardscaped. � The Vortex is designed to provide extensive sheltered pedestrian ways. In addition to protected sidewalks, the property features a courtyard and pedestrian bridge connecting the Vortex and the Seawind hotels, which traverses Fifth Street Plaza. • All parking at grade that is adjacent to a pedestrian way is screened from pedestrian view by some combination of landscape, hardscape, and the use of opaque treatments such as perforated metal panels or wire ctoth at wall openings. • Given that the predominantly curvilinear forms of the Vortex, it is an attractive alternative to the "step back" concept, which provides visual diversity which is the intent of the "step back" approach. The fa�ade of the Vortex' garage is stepped back an additional 5 feet from the garage along its entire (ength. • The height and mass of each building is correlated to its respective parcel by virtue of the fact that they comply with the height and mass criteria as stated in Beach bv Desi�n. Examples of consideration given to adjacent public spaces include holding the street level facades back from setback lines in order to create additional sidewalk width and to create spaces for public gathering. Examples of spaces for public gathering that provide significant separation between buildings, or between a building and the street, include the Fifth Street Plaza and the public courtyard leading to the entrance of the Seaway. • The Vortex, the Seaway and Seawind share design features that, together, impart compliance with the requirement that 60% of the elevations consist of windows or architectural decoration. The first is that most of the height of each floor is comprised of sixty percent glass. The ten foot height of the typical floor consists of four feet of wall and six feet of glass, which translates to the typical wall being 60% glass. In addition, the apparent depth of the typical perimeter is modulated by the frequent interruption of the exterior surface by openings in the wall, typically representing terraces, balconies, or other habitable exterior space. Finally, at those atypical wa�ls having neither windows nor penetrations, architectural decoration consisting of perforated metal panels, wire cloth, or glass glazing is applied sufficient to comply with the requirement. The proposed development of the land will be in harmony with the scale, bulk, coverage, density and character of adjacent properties in which it is located: West: lot. North: East: South: The property to the west includes city right of way Coronado Drive existing hotel and parking The property to the north includes a motel and parking lot. The property to the east includes a city right of way Hamden Drive and boat docks. The property to the south includes 5`h Street right of way and vacant land. The scale, bulk, coverage and density of the proposed project are in keeping with the Design Guidelines set forth in Beach by Design for the Small Hotel District. The proposed resort style hotel project maintains the existing use, and maintains a maximum height of 144-foot above BFE=13. The proposed project wilf enhance this area of the beach in a number of ways, including: • Development of underutilized vacant land. • Construction of a new hotel consistent with new City code and Beach by Design criteria. Maximum Development Potential: Community Development Code Section 2-801.1 "The Tourist District (T) may be located in more than one land use category. It is the intent of the T district that development be consistent with the Countywide Future Land Use Plan as required by state law. The uses and development potential of a parcel of land within the T District shall be determined by the standards found in the Development Code as well as the County Wide Future Land Use Designation of the property, including any acreage or floor area restrictions set forth in the Rules Concerning the Administration of the County wide Future Land use Plan, as amended from time to time. For those parcels within the T District that have an area within the boundaries of and governed by a special area plan approved by the city council and the countywide planning authority, maximum development potential shall be set forth for each classification of use and location in the approved plan..." (See table)...or as set forth in Beach by Design: A Preliminary Design for Clearwater Beach and Design Guidelines, the special area plan governing Clearwater Beach adopted by Ord. No 6689-01 and as amended. Design Standards: Community Development Code Section 3-501 Tourist District. "The design guidelines in the Tourist District located within the boundaries governed by Beach by Design are hereby incorporated by reference. (Ord. No. 6690-018,4-5-01) Density The Vortex will be constructed on 1.16 acres and will contain 158 rooms. 100 rooms are requested from the Hote) Density Reserve. Parking and Room Schedule The site will provide 151 parking spaces, 39 spaces will be reserved from the Seawind Hotel for Vortex guests. 190 spaces are required and are provided. Traffic Impacts The open design of the hotels and the amenities including open plaza are designed with the pedestrian in mind. Guests are encouraged to park and make use of Beach Walk and the Trolley. According to the traffic study prepared by American Quality Consultants, LLC for Mainstream in August 2012, traffic operations at nearby intersections and on adjacent roadways would continue at acceptable levels and that the closure of 5`h street between Coronado Drive and Hamden would cause minor delays but would not result in unacceptable operations. The Traffic Study is attached. Economic Impact The Vortex will have considerable positive economic impacts to the community including providing a variety of employment and entrepreneurial opportunities for local residents, as well as fiscal, indirect and induced economic opportunities for the community. Properties such as the Seaway, Vortex and Seawind are known to have a strong, positive effect on the local and regional economies. This brief assessment provides a summary of economic impacts and projections as to how such a project could favorabty enhance the economy of Clearwater and progress its redevelopment plans for Clearwater Beach. It is anticipated that the Vortex will employ approximately 126 new employees not including the restaurant and retail spaces. New hotels provide both short and long term increases to the local economy. Short term direct impacts include all revenues from construction including building materials, payroll, professional services and service contracts. Long term direct impact sources of revenue includes room, food and beverage sales, restaurant and banquet services, spa services, retail and parking revenues and payroll. Fiscal impacts include federal, state and local taxes from development, and operation of the hotel including property taxes and lodging taxes. Indirect impacts include local governments, hotel owners, employees, contractor suppliers, restaurant suppliers, laundry vendors, telecommunication vendors, utility companies, and food and beverage suppliers. Induced impacts are generated when employees, both full time and temporary spend their wages on local consumer purchases. Sta�ewide Economic Impacts • State wide, total tourism/recreation taxable sales have grown from $51.1 billion in 2002 to $67.2 billion in 2011. • State sales tax revenues have grown from $3 billion in 2002 to $4 billion in 2011. • Number of persons directly employed by tourism industry in 2002 were 862,900 and in 2011 were 1,013,100 Statewide Visitors The project plans to market to the top international markets which include Canada, Brazil, United Kingdom Mexico and Argentina. Country Number of Visitors (annuallyj Canada 3.3 Million Brazil 1.5 Million Mexico 387,000 Argentina 375 000 , (Sara K. Clark, 2013) Local Visitors According to Research Data Services Inc., which compiles a monthly profile of visitors for the county, an estimated 651,600 people visited Pinellas County in March 2013. That's an increase of 3.4 percent, or 21,000 more visitors from March 2012. The biggest percentage increase came from Europeans, up 7.5 percent from the same month last year. Pinellas saw 51,476 European visitors in March 2013. (Phillips, 2013) Community Impact and Overall Compatibility • Project has been designed expressly to comply with Beach By Design guidelines. • Walkways for pedestrians are designed to connect with Beach Walk providing a long promenade for the eniovment of both �uests and local residents. • The central plaza is designed to provide entertainment and a market place making it an attractive place to meet, socialize and purchase fresh fruits and vegetables. • Small shops offer local residents and guests an opportunity to enjoy a variety of entrepreneurial opportunities and guests a variety of shopping opportunities unique to Clearwater Beach. Conclusion The beauty of Clearwater beach makes it a popular destination for visitors and residents. The City has created a master plan to guide the redevelopment process, preserving the beauty of the natural resources while creating districts that enhance the experience of visitors. It will enhance the local economy short term during construction with an estimated construction cost of $130,000,000- $150,000,000. Once constructed, it will provide a minimum of 144 new jobs (not including restaurants, convention and retail spaces), encourage entrepreneurship through its retail spaces, and would increase the local economy both short term and long term. The Vortex was designed to incorporate the Beach by Design vision with a pedestrian friendly, destination, green spaces and views and a wide range of amenities to be enjoyed by all. It will enhance the local economy both long and short term and will provide an additional destination along Beach Walk. The Vortex meets the Zoning and Special District requirements. References: Phillips, J. T. (2013, May 15). Pinellas Tourism Enjoys Another Record Month. Tampa Bay Times . Sara K. Clark, 0. S. (2013, February 19). Retrieved August 15, 1013, from Skift Travel: http://www.skift.com / HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT THIS HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT ("AGREEMENT") is dated the day of , 2013, and entered into between MAINSTREAM PARTNERS VIII, LTD., a Florida limited liability company ("Developer"), its successors and assigns, and the CITY OF CLEARWATER, FLORIDA, a political subdivision 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 controls approximately 1.16 acres of real property ("Property") in the corporate limits of the City, more particularly described on Exhibit "A" attached hereto and incorporated herein; and WHEREAS, the Developer desires to develop the Property by demolishing existing hotel rooms and other uses in order to construct One Hundred Fifty-Eight (158) overnight accommodation units, meeting space for guest use, pool, new lobby and parking with parking spaces, generally conforming to the architectural elevation dimensions shown in composite Exhibit "B"; and WHEREAS, upon completion the planned resort will contain One Hundred Fifty- Eight (158) units, which includes One Hundred (100) units from the available Hotel Density Reserve: WHEREAS, the City has conducted such hearings as are required by and in accordance with Chapter 163.3220 Fla. Stat. (2012) 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 Deveiopment 1Zegulations; 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 , 2013, the City Council approved this Agreement and authorized and directed its execution by the appropriate officials of the City; and WHEREAS, approva.l 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. SECTION 3. Propertv Subiect to this Agreement. 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 Gulfview Boulevard and Coronado Drive Clearwater, FL 33767 as more further described in Exhibit "A". � SECTION 4. Scope of Proiect. 4.1 The Project shall consist of no more than 158 overnight accommodation units. Such units may be traciitionai hotel rooms or fractional ownership units, as defineci by the Community Development Code. The proposed density is 136 units per acre. 4.2 The Project shall include 190 paxking spaces, as defined in the Community Development Code. ". 4.3 The proposed height of the building is 142 feet from base flood elevation. 4.4 The design of the Project, as represented in Exhibit "B", is consistent with Beach by Design, except as otherwise shown on Exhibit "B. 4.5 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 Community Affairs pursuant to Florida Statutes Section 163.3239 and Clearwater Community Development Code Section 4-606.G. 2. 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 for Pinellas County. The Developer shall pay the cost of such recording. The City shall submit to the Department of Community Affairs 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. 3 6.1.2 At the time of development of the Property, the Developer will submit such applications and documentation as are required by law and shall comply with the City's Code applicable at the time of building permit review. (i.I.3 The following restrictions sha11 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 Plan attached as Exhibit "B". 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 sha11 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 shall obtain building permits and shall thereafter timely obtain required certificates of occupancy, in accordance with Code Section 4-407. The Developer shall commence vertical construction, defined as work on the project other than clearing, grubbing or other preliminary site preparation work, in accordance with applicable provisions of the Code and of the Florida Building Code. Nothing herein shall restrict Developer from seeking an extension of these time frames pursuant to applicable provisions of the 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 shall 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 the Fractional Share Units or 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 4 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, anci, aiternativeiy, as ot tiie date of expiration, terminaiion 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 Density 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 100 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 the 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, 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 the City and by this Agreement. 6.1.6 Transient Use. Occupancy in the overnight accommodation units from the hotel density is limited to a term of less than one (1) month or thirty (30) 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 (30) days, provided every occupancy is limited to not more than thirty (30) consecutive days or one (1) month. 6.2 Obli�?ations of the Citv. 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 The final effectiveness of the re-designations referenced in Section 6.2.1 is subject to: 5 6.2.2.1 The provisions of Chapters 163 and 166, Florida Statutes, as they may govern such amendments; and 6.2.2.2 The expiration of any appeal periods or, if an appeal is filed, at the conclusion of such appeal. 6.2.3 Upon adoption of this Agreement, the Project shall receive 100 units from the Hotel Density Reserve as defined in Beach by Design. 6.2.4 The City shall vacate Sth Street from the easterly to the westerly lot line of the Property conditioned upon submission of a complete set of building plans for construction of the improvements shown on Exhibit B. 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 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, all applicable concurrency provisions for the proposed development have been met. 7.1 Water Service — The proposed hotel will connect into an existing 6" potable water line located along the west side of Hamden Drive. The previously mentioned existing water line will be utilized for both drinking water and fire protection. 7.2 Sanitary Sewer Service — The proposed hotel will connect into an existing 8" sanitary sewer pipe located along the north side of St" Street. 7.3 Storm Sewer — The proposed hotel will discharge storm water overflow into an existing municipal storm sewer system located along the west side of Hamden Drive. 7.4 Fire protection from the City. 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) by the Community Development Board and associated utility licenses, access, and right-of-way utilization permits; 8.2 Construction plan approval(s); 8.3 Building permit(s); 8.4 Certificate(s) of occupancy; and 8.5 Vacation of 5�' Street from the easterly to the westerly lot line of the Property 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. The City further iinds that requirements for concurrency as set forth in Article 4, Division 10, of the Community Development Code have been satisfied. 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 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 subject 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. Comnliance 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 7 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 i�eveioper: lviainstream Yartners V1I1, "L 1 D. 10165 NW 19�' Street Miami, FL 33172-2529 With Copy to: Antonio Fernandez Mainstream Partners VIII, LTD. 2552 22nd Avenue N. St. Petersburg, FL 33713 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 shall 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 Sta.tes 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. 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. : 14.1.3 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 equai management rights anci mainiains sucn 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. 14.2 Successors and Assigns. 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-Compliance. 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 Cooueration. 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. Completion of A�reement. Upon the completion of performance of this Agreement or its revocation or termination, a statement evidencing such 0 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 E�ibits attacneci nereto aii of wnicn are a part ot tnis Agreement to ihe same extent as ii 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 iriclude 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 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 terminate 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. GoverninE 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. Counteraarts. This Agreement may be executed in counterparts, all of which together shall continue one and the same instrument. f[17 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. SIGNATURE PAGE FOLLOWS 11 IN WITNESS WHEREOF, the parties have hereto executed this Agreement the date and yeax first above written. In the Presence ot: MAl1V S l KEAIVI YAK 11VEkJ V 111, L l ill., a Florida limited partnership Print Name Print Name As to "Developer" Print Name: Print Name As to "City" BY: MAINSTREAM GP, LLC, its General Partner BY: EDWARD W. EASTON & COMPANY, INC., it Managing Member By: Edward W. Easton, President CITY OF CLEARWATER, FLORIDA : William B Home II, City Manager Attest: Rosemaxie Call, CMC, City Clerk Countersigned: George N. Cretekos, Mayor Approved as to Form: Assistant City Attorney 12 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing lleciaration was acicnowiecigeci betore me tnis _ day oi , 2013, by Edward W. Easton, as President of Edward W. Easton & Company, Inc., a Florida corporation, the Managing Member of Mainstream GP, LLC, a Florida limited liability company, as General Partner of Mainstream Partners VIII, a Florida limited partnership, on behalf of the aforesaid entities. He is [] personally known to me or has [] produced as identification. Print: Notary Public — State of Florida My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of , 2013, 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. Print: Notary Public — State of Florida My Commission Expires: 13 EXHIBIT "A" PROJECT LEGAL DESCRIPTION PARCEL "B" CLEARWATER HOTEL COMPLEX LEGAL DESCRIPTION PARCEL 1: LOTS 8, 9 AND 9-A, COLUMBIA SUBDIVISION N0. 3, ACCORDING TO THE PLATTHEREOF AS RECORDED IN PLAT BOOK 27, PAGE 46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 2: LOT 12, BLOCK A, COLUMBIA SUB. N0. 2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 21, PAGE 79, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 3: LOT 10 AND 10-A, COLUMBIA SUBDIVISION N0. 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 27, PAGE 46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 4: LOTS 13 AND 14, BLOCK A, COLUMBIA SUB. N0. 2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 21, PAGE 79, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. TOGETHER WITH A PORTION OF THE PROPOSED RIGHT-WAY-VACATION OF FIFTH STREET (PLAT) 5th STREET (FIELD) RIGHT OF WAY: THAT PORTION OF 5TH STREET (FIELD) (A 60.00 FOOT RIGHT-OF-WAY PER PLAT) FROM THE EASTERLY RIGHT-OF-WAY LINE OF CORONADO DRIVE TO THE WESTERLY RIGHT-OF-WAY LINE OF HAMILTON DRIVE (PLAT)/HAMDEN DRIVE (FIELD), AS SHOWN ON THE RECORD PLATS COLUMBIA SUB. N0. 2, RECORDED IN PLAT BOOK 21, PAGE 79, COLUMBIA SUBDIVISION NO. 3, RECORDED IN PLAT BOOK 27, PAGE 46 AND COLUMBIA SUBDIVISION N0. 4, RECORDED IN PLAT BOOK 27, PAGE 50, LOCATED IN SECTION 8, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 10, COLUMBIA SUBDIVISION N0. 3, AS RECORDED IN PLAT BOOK 27, PAGE 46. THENCE S12°21'34"W (FIELD), ALONG THE WESTERLY RIGHT-OF-WAY LINE OF HAMILTON DRIVE (PLAT)/ HAMDEN DRIVE (FIELD) RIGHT-OF-WAY WIDTH VARIES PER PLAT, 41.55 FEET (F1ELD); THENCE N75°34'S9"W, 220.07 FEET (FIELD) TO THE EASTERLY RIGHT-OF-WAY LINE OF CORONADO DRIVE (PLAT/FIELD), COLUMBIA SUBDIVISION NO. 2, AS RECORDED IN PLAT BOOK 21, PAGE 79; THENCE N12°23'17"E (FIELD), ALONG THE SAID EASTERLY RIGHT-OF-WAY LINE OF CORONADO DRIVE (PLAT/FIELD), 34.25 FEET (FIELD) TO THE NORTHERLY RIGHT-OF-WAY LINE OF 5TH STREET (PLAT) / FIFTH STREET (FIELD) AND THE SOUTHWEST CORNER OF LOT 14, BLOCK "A", COLUMBIA SUB. N0. 2, AS RECORDED IN PLAT BOOK 21, PAGE 79. THENCE S77°29'04"E (FIELD), ALONG SOUTHERLY LINE OF SAID LOT 14, BLOCK "A", COLUMBIA SUB. N0. 2, 110.00 FEET TO THE SOUTHWEST CORNER OF LOT 10, COLUMBIA SUBDIVISION NO. 3, AS RECORDED IN PLAT BOOK 27, PAGE 46. THENCE CONTINUE S77°29'04E (FIELD), ALONG SAID NORTHERLY RIGHT-WAY-LINE AND THE SOUTHERLY LINE OF SAID LOT 10, COLUMBIA SUBDIVISION NO. 4, AS RECORDED IN PLAT BOOK 27, PAGE 46, 109.91 FEET (FIELD) TO THE POINT OF BEGINNING. TOGETHER WITH A PORTION OF LAND LYING �AST OF HAMILTON DRIVE (PLAT) HAMDEN DR. (FIELD) (A 60.00 FOOT RIGHT-OF-WAY PER PLAT) AND LYING SOUTH OF LOT 10-A, COLUMBIA SUBDIVISION N0. 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 27, PAGE46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS: MARINA PARCEL "B" BEGINNING AT THE THE SOUTHWEST CORNER OF LOT 10-A, COLUMBIA SUBDIVISION NO. 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 27, PAGE 46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE S76°24'03"E (FIELD), ALONG THE SOUTHERLY LINE OF SAID LOT 10-A, 9.99 FEET (FIELD)TO THE SOUTHEAST CORNER OF SAID LOT 10-A; THENCE S12°21'09"W (FIELD) 43.63 FEET (FIELD); THENCE N75°34'S9"W (FIELD), 10.02 FEETTO THE AFOREMENTIONED HAMILTON DRIVE (PLAT), HAMDEN DR. (FIELD); THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, N12°23'07"E (FIELD), 43.48 FEET (FIELD) TO THE POINT OF BEGINNING. CONTAINING 1.16 ACRES MORE OR LESS. 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I I I I I �. ,� ,,,, , , , �� 1�1�� I l$ � I� i I I I I I �� #�,�i� � ��: � : �� ,� �� <�r�LK•��.9�'�� - Slh SUee[ b- �� d � ��.� � , ��a,l �'`°' �� I� _ . .� ( �� Ii New Alley I�'� � � �f Q � 1 � � A � �� x � �j f � � E i~� � GulNiew Boulevard & Coronada Or. ��" s i �_ � _ � Mainstream �artners VIU ltd. ' � � � �� i �, i' � � �y �� X � ' �.: °�; , �.4$ ♦:h�F:. ,., ��`�� 1 in,f�� i �� , ��:. ": � t � �I ` � �� ,�:�� , ,._ y� ;� �°°'a°"' Gulfview Bouleaard & Coronado Dc ��' Mainstream Partners Vill Lid. %��' �. �-^ .. I Y.i�TV$Ifb61 •. .uA�. �..: � ��' x� � I�o� - �' �'lo or�� o ��, o � ' �. New AIIeY .' �I) m. 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 , 2013, by MAINSTREAM PARTNERS VIII, LTD., a Florida limited liability company ("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 , passed and approved on , 20 , 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 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 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: l. Benefit and Enforcement. These covenants and restrictions aze 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 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: 2.1.1 A maximum of One Hundred (100) 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 classifed 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 Fifty-Eight (58) units shall be licensed as a public lodging establishment. 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 (2013). 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 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� Law. 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. 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. Severabilitv. 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. SIGNATURE PAGE FOLLOWS IN WITNESS WHEREOF, Developer has caused this Declaration to be executed this _ day of , 2013. In the Presence of: Print Name Print Name As to "Developer" Print Name: Print Name As to "City" MAINSTREAM PARTNERS VIII, LTD., a Florida limited partnership BY: MAINSTREAM GP, LLC, its General Partner BY: EDWARD W. EASTON & COMPANY, INC., its Managing Member By: Edward W. Easton, President By: William B Home II, City Manager Attest: Rosemarie Call, CMC, City Clerk Countersigned: George N. Cretekos, Mayor Approved as to Form: Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing Declaration was acknowledged before me this day of , 2013, by Edward W. Easton, as President of Edward W. Easton & Company, Inc., a Florida corporation, the Managing Member of Mainstream GP, LLC, a Florida limited liability company, as General Partner of Mainstream Partners VIII, a Florida limited partnership, on behalf of the aforesaid entities. He is [] personally known to me or has [ ] produced as identification. Print: Notary Public — State of Florida My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of , 2013, 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. Print: Notary Public — State of Florida My Commission Expires: SCHEDULEl PARCEL "B" CLEARWATER HOTEL COMPLEX LEGAL DESCRIPTION PARCEL 1: LOTS 8, 9 AND 9-A, COLUMBIA SUBDIVISION NO. 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 27, PAGE 46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 2: LOT 12, BLOCK A, COLUMBIA SU6. NO. 2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 21, PAGE 79, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 3: LOT 10 AND 10-A, COLUMBIA SUBDIVISION N0. 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 27, PAGE 46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 4: LOTS 13 AND 14, BLOCK A, COLUMBIA SUB. N0. 2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 21, PAGE 79, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. TOGETHER WITH A PORTION OF THE PROPOSED RIGHT-WAY-VACATION OF FIFTH STREET (PLAT) 5th STREET (FIELD) RIGHT OF WAY: THAT PORTION OF 5TH STREET (FIELD) (A 60.00 FOOT RIGHT-OF-WAY PER PLAT) FROM THE EASTERLY RIGHT-OF-WAY LINE OF CORONADO DRIVE TO THE WESTERLY RIGHT-OF-WAY LINE OF HAMILTON DRIVE (PLAT)/HAMDEN DRIVE (FIELD), AS SHOWN ON THE RECORD PLATS COLUMBIA SUB. N0. 2, RECORDED IN PLAT BOOK 21, PAGE 79, COLUMBIA SUBDIVISION NO. 3, RECORDED IN PLAT BOOK 27, PAGE 46 AND COLUMBIA SUBDIVISION N0. 4, RECORDED IN PLAT BOOK 27, PAGE S0, LOCATED IN SECTION 8, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 10, COLUMBIA SUBDIVISION N0. 3, AS RECORDED IN PLAT BOOK 27, PAGE 46. THENCE S12°21'34"W (FIELD), ALONG THE WESTERLY RIGHT-OF-WAY LINE OF HAMILTON DRIVE (PLAT)/ HAMDEN DRIVE (FIELD) RIGHT-OF-WAY WIDTH VARIES PER PLAT, 41.55 FEET (FIELDj; THENCE N75°34'S9"W, 220.07 FEET (FIELD) TO THE EASTERLY RIGHT-OF-WAY LINE OF CORONADO DRIVE (PLAT/FIELD), COLUMBIA SUBDIVISION N0. 2, AS RECORDED IN PLAT BOOK 21, PAGE 79; THENCE N12°23'17"E (FIELD), ALONG THE SAID EASTERLY RIGHT-OF-WAY LINE OF CORONADO DRIVE (PLAT/FIELD), 34.25 FEET (FIELD) TO THE NORTHERLY RIGHT-OF-WAY LINE OF 5TH STREET (PLAT) / FIFTH STREET (FIELD) AND THE SOUTHWEST CORNER OF LOT 14, BLOCK "A", COLUMBIA SUB. NO. 2, AS RECORDED IN PLAT BOOK 21, PAGE 79. THENCE S77°29'04"E (FIELD), ALONG SOUTHERLY LINE OF SAID LOT 14, BLOCK "A", COLUMBIA SUB. NO. 2, 110.00 FEET TO THE SOUTHWEST CORNER OF LOT 10, COLUMBIA SUBDIVISION N0. 3, AS RECORDED IN PLAT BOOK 27, PAGE 46. THENCE CONTINUE S77°29'04E (FIELD), ALONG SAID NORTHERLY RIGHT-WAY-LINE AND THE SOUTHERLY LINE OF SAID LOT 10, COLUMBIA SUBDIVISION NO. 4, AS RECORDED IN PLAT BOOK 27, PAGE 46, 109.91 FEET (FIELDj TO THE POINT OF BEGINNING. TOGETHER WITH A PORTION OF LAND LYING EAST OF HAMILTON DRIVE (PLAT) HAMDEN DR. (FIELD) (A 60.00 FOOT RIGHT-OF-WAY PER PLAT) AND LYING SOUTH OF LOT 10-A, COLUMBIA SUBDIVISION N0. 3, ACCORDING TO THE PLATTHEREOF AS RECORDED IN PLAT BOOK 27, PAGE46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS: MARINA PARCEL "B" BEGINNING AT THE THE SOUTHWEST CORNER OF LOT 10-A, COLUMBIA SUBDIVISION NO. 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 27, PAGE 46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE 576°24'03"E (FIELD), ALONG THE SOUTHERLY LIN€ OF SAID LOT 10-A, 9.99 FEET (FIELD)TO THE SOUTHEAST CORNER OF SAID LOT 10-A; THENCE S12°21'09"W (FIELD) 43.63 FEET (FIELD); THENCE N75°34'59"W (FIELD), 10.02 FEETTO THE AFOREMENTIONED HAMILTON DRIVE (PLAT), HAMDEN DR. (FIELD); THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, N12°23'07"E (FIELD), 43.48 FEET (FIELD) TO THE POINT OF BEGINNING. CONTAINING 1.16 ACRES MORE OR LESS. EXHIBIT "D" COVENANT OF UNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: � COVENANT OF UNIFIED USE THIS COVENANT OF iJNIFIED USE (the "Agreement") is executed this day of , 2013, by MAINSTREAM PARTNERS VIII, LTD., a Florida limited liability company ("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 Real 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 onerator 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 , 2013. In the Presence of: Print Name Print Name As to "Developer" Print Name: Print Name As to "City" MAINSTREAM PARTNERS VIII, LTD., a Florida limited partnership BY: MAINSTREAM GP, LLC, its General Partner BY: EDWARD W. EASTON & COMPANY, INC., its Managing Member By: Edward W. Easton, President CITY OF CLEARWATER, FLORIDA By: William B Home II, City Manager Attest: Rosemarie Call, CMC, City Clerk Countersigned: George N. Cretekos, Mayor Approved as to Form: Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing Declaration was acknowledged before me this day of , 2013, by Edward W. Easton, as President of Edward W. Easton & Company, Inc., a Florida corporation, the Managing Member of Mainstream GP, LLC, a Florida limited liability company, as General Partner of Mainstream Partners VIII, a Florida limited partnership, on behalf of the aforesaid entities. He is [] personally known to me or has [ ] produced as identification. Print: Notary Public — State of Florida My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of , 2013, 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. Print: Notary Public — State of Florida My Commission Expires: SCHEDULE A PARCEL "B" CLEARWATER HOTEL COMPLEX LEGAL DESCRIPTION PARCEL 1: LOTS 8, 9 AND 9-A, COLUMBIA SUBDIVISION N0. 3, ACCORDING TO THE PLATTHEREOF AS RECORDED IN PLAT BOOK 27, PAGE 46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 2: LOT 12, BLOCK A, COLUMBIA SUB. NO. 2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 21, PAGE 79, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 3: LOT 10 AND 10-A, COLUMBIA SUBDIVISION N0. 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 27, PAGE 46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 4: LOTS 13 AND 14, BLOCK A, COLUMBIA SUB. N0. 2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 21, PAGE 79, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. TOGETHER WITH A PORTION OF THE PROPOSED RIGHT-WAY-VACATION OF FIFTH STREET (PLAT) 5th STREET (FIELD) RIGHT OF WAY: THAT PORTION OF 5TH STREET (FIELD) (A 60.00 FOOT RIGHT-OF-WAY PER PLAT) FROM THE EASTERLY RIGHT-OF-WAY LINE OF CORONADO DRIVE TO THE WESTERLY RIGHT-OF-WAY LINE OF HAMILTON DRIVE (PLAT)/HAMDEN DRIVE (FIELD), AS SHOWN ON THE RECORD PLATS COLUMBIA SUB. N0. 2, RECORDED IN PLAT BOOK 21, PAGE 79, COLUMBIA SUBDIVISION N0. 3, RECORDED IN PLAT BOOK 27, PAGE 46 AND COLUMBIA SUBDIVISION N0. 4, RECORDED IN PLAT BOOK 27, PAGE 50, LOCATED IN SECTION 8, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRI6ED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 10, COLUMBIA SUBDIVISION NO. 3, AS RECORDED IN PLAT BOOK 27, PAGE 46. THENCE S12°21'34"W (FIELD), ALONG THE WESTERLY RIGHT-OF-WAY LINE OF HAMILTON DRIVE (PLAT)/ HAMDEN DRIVE (FIELD) RIGHT-OF-WAY WIDTH VARIES PER PLAT, 41.55 FEET (FIEID); THENCE N75°34'S9"W, 220.07 FEET (FIELD) TO THE EASTERLY RIGHT-OF-WAY LINE OF CORONADO DRIVE (PLAT/FIELD), COLUMBIA SUBDIVISION NO. 2, AS RECORDED IN PLAT BOOK 21, PAGE 79; THENCE N12°23'17"E (FIELD), ALONG THE SAID EASTERLY RIGHT-OF-WAY LINE OF CORONADO DRIVE (PLAT/FIELD), 34.25 FEET (FIELD) TO THE NORTHERLY RIGHT-OF-WAY LINE OF 5TH STREET (PLAT) / FIFTH STREET (FIELD) AND THE SOUTHWEST CORNER OF LOT 14, BLOCK "A", COLUMBIA SUB. N0. 2, AS RECORDED IN PLAT BOOK 21, PAGE 79. THENCE S77°29'04"E (FIELD), ALONG SOUTHERLY LINE OF SAID LOT 14, BLOCK "A", COIUMBiA SUB. N0. 2, 110.00 FEET TO THE SOUTHWEST CORNER OF LOT 10, COLUMBIA SUBDIVISION NO. 3, AS RECORDED IN PLAT BOOK 27, PAGE 46. THENCE CONTINUE S77°29'04E (FIELD), ALONG SAID NORTHERLY RIGHT-WAY-LINE AND THE SOUTHERLY LINE OF SAID LOT 10, COLUMBIA SUBDIVISION NO. 4, AS RECORDED IN PLAT BOOK 27, PAGE 46, 109.91 FEET (FIELD) TO THE POINT OF BEGINNING. TOGETHER WITH A PORTION OF LAND LYING EAST OF HAMILTON DRIVE (PLAT) HAMDEN DR. (FIELD) (A 60.00 FOOT RIGHT-OF-WAY PER PLAT) AND LYING SOUTH OF LOT 10-A, COLUMBIA SUBDIVISION N0. 3, ACCORDING TO THE PLATTHEREOF AS RECORDED IN PLAT BOOK 27, PAGE46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS: MARINA PARCEL "B" BEGINNING AT THE THE SOUTHWEST CORNER OF LOT 10-A, COLUMBIA SUBDIVISION N0. 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 27, PAGE 46, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE S76°24'03"E (FIELD), ALONG THE SOUTHERLY LINE OF SAID LOT 10-A, 9.99 FEET (FIELD)TO THE SOUTHEAST CORNER OF SAID LOT 10-A; THENCE S12°21'09"W (FIELD) 43.63 FEET (FIELD); THENCE N75°34'S9"W (FIELD), 10.02 FEETTO THE AFOREMENTIONED HAMILTON DRIVE (PLAT), HAMDEN DR. (FIELD); THENCE ALONG SAID EASTERLY RIGHT-OF-WAY, N12°23'07"E (FIELD), 43.48 FEET (FIELD) TO THE POINT OF BEGINNING. CONTAINING 1.16 ACRES MORE OR LESS. PAM DUBOV, CFA, CAE Pinellas County Property Appraiser www.pcpao.or� pam@pcpao.or� Run Date: 21 Aug 2013 Subject Parcel: 08-29-15-17586-001-0120 Radius: 200 feet Parcel Count: 22 Note: Parcels with protected address status are not included in this report. Total pages: 4 Public information is furnished by the Property Appraiser's Office and must be accepted by the recipient with the understanding that the information received was developed and collected for the purpose of developing a Property Value Roll per Florida Statute. The Pinellas County Property Appraiser's Office makes no warranties, expressed or implied, concerning the accuracy, completeness, reliability or suitability of this information for any other particular use. The Pinellas County Property Appraiser's Office assumes no liability whatsoever associated with the use or misuse of such information. � MAIN BRANCH- coue�ousE 315 Court St. — 2nd Ftoor Clearwater, FL 33756 MAIL: PO Box 1957 Clearwater, FL 33757 T'EL: (727) 464-3207 FAX: (727) 464-3448 HEAwt�G IMPAIxeD: (727) 464-3370 EXEMP'IIONS: T'EL: (727) 464-3294 FAX: (727) 464-3408 COMMERCIAI. APPRAISALS: TEL: (727) 464-3284 RESIDENTIAL APPRAISALS: T'EL: (727) 464-3643 (CWj ❑ NORTH COUNTY 29269 US Highway 19 N Clearwater, FL 33761 1'EL: (727) 464-8780 FAX: (729) 464-8794 ❑ TYRONE (SOUTH) 1800 66� St. N St. Petersburg, FL 33710 TEL: (727) 582-7652 FAX: (727) 582-7610 ❑ MID-COUNTY CUSTOMER SERVICE CENTER - WALK-IN 13025 Starkey Rd., Largo (Ta�c Collector) TANGIBLE PERSONAL PROPERTY TPP T'EL: (727) 464-8484 TPP FAX: (727) 464-8488 MAIL: PO Boz 1957 — Ctearwater, FL 33757 08-29-15-04932-000-0010 LOT 1 STA N PLA LLC BAYSIDE SUB NO. 2 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-04932-000-0010 LOT 1 STA N PLA LLC BAYSIDE SUB NO. 2 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17586-001-0140 BLK A, LOT 14 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 2 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17622-000-0010 LOT 1 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 4 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17586-001-0080 BLK A, LOT 8 VLOWIANITIS, D ALEXANDER COLUMBIA SUB NO. 2 VLOWIANITIS, CHRISTOPHER L 257 ANTHONY AVE MISSISSAUGA ON L4Z 3V4 08-29-15-17604-000-0050 LOT 5& N 5FT OF LOT 6 CZAICKI, EDWARD COLUMBIA SUB NO. 3 CZAICKI, BOZENA 332 HAMDEN DR CLEARWATER FL 33767-2448 08-29-15-17586-001-0110 FT OF LOT 10 BLK A, LOT 11 & S'LY 7.73 COLUMBIA SUB NO. 2 TAS, JERRY TAS, TERESA 342 HAMDEN DR CLEARWATER FL 33767-2451 07-29-15-52380-000-0710 LOTS 71 & 120 GIADLA, WERONIKA LLOYD-WHITE-SKINNER SUB GIADLA, ALOJZY 355 S GULFVIEW BLVD CLEARWATER FL 33767-2445 07-29-15-52380-000-1180 LOTS 118 & 119 348 CORONADO LLC LLOYD-WHITE-SKINNER SUB 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17604-000-0080 LOTS 8,9 AND 9A COLUMBIA SUB NO. 3 MAINSTREAM PARTNERS VIII LTD 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17604-000-0100 LOTS 10 AND 10A MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 3 10165 N W 19TH ST MIAMI FL 33172-2529 07-29-15-52380-000-0630 LOT 112 MAINSTREAM PARTNERS VIII LTD 113 THRU 117 AND S 1/2 OF 10165 N W 19TH ST LOTS 63 THRU 66 AND LOTS MIAMI FL 33172-2529 LLOYD-WHITE-SKINNER SUB 08-29-15-7 7586-001-0090 FT OF LOT 10 SZLECHTA, WLODZIMIERZ BLK A, LOT 9 AND N'LY 2.25 KUNOWSKA, EWA COLUMBIA SUB NO. 2 333 CORONADO DR CLEARWATER FL 33767-2433 07-29-15-52380-000-0690 LOT 69 BOLDOG, DOROTHY LLOYD-WHITE-SKINNER SUB C/O VAZOUEZ, JUAN PO BOX 7524 CLEARWATER FL 33758-7524 08-29-15-17622-000-0110 NO. 5 LYING ON E SIDE OF MAINSTREAM PARTNERS VIII LTD LOT 1-A OF COLUMBIA SUB 10165 N W 19TH ST LOTS 11 & 12 TOGETHER WITH MIAMI FL 33172-2529 COLUMBIA SUB NO. 4 08-29-15-17586-001-0120 BLK A, LOT 12 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 2 10165 N W 19TH ST MIAMI FL 33172-2529 07-29-15-52380-000-0700 LOT 70 PRESTON, MICHAEL G TRE LLOYD-WHITE-SKINNER SUB 419 EASTSHORE DR CLEARWATER FL 33767-2028 07-29-15-52380-000-0720 N'LY 1/2 OF LOT 123 ANCO HOLDINGS LLC LOTS 72, 73, 121, 122 & 401 S GULFVIEW BLVD LLOYD-WHITE-SKINNER SUB CLEARWATER FL 33767-2508 08-29-15-17604-000-0070 LOT7&SSFTOFLOT6 COLUMBIA SUB NO. 3 TAS,JERRY TAS,TERESA 342 HAMDEN DR CLEARWATER FL 33767-2451 0$-�9-15-i 7�$6-001-0130 BLK A, LOT 13 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 2 10165 N W 19TH ST MIAMI FL 33172-2529 07-29-15-52380-000-0680 LOT 68 BOLDOG, DOROTHY C TRE LLOYD-WHITE-SKINNER SUB M& J TRUST C/O J V& SONS INC PO BOX 8589 CLEARWATER FL 33758-8589 07-29-15-52380-000-0670 LOT 67 LITTLE, DAVID R LLOYD-WHITE-SKINNER SUB 1734 CASEY JONES CT CLEARWATER FL 33765-1701 PAM DUBOV, CFA, CAE Pinellas County Property Appraiser www.pcpao.or� pam@pepao.or� Run Date: 21 Aug 2013 Subject Parcel: 08-29-15-17586-001-0130 Radius: 200 feet Parcel Count: 22 Note: Parcels with protected address status are not included in this report. Total pages: 4 Public information is furnished by the Property Appraiser's Office and must be accepted by the recipient with the understanding that the information received was developed and collected for the purpose of developing a Property Value Roll per Florida Statute. The Pinellas County Property Appraiser's Office makes no warranties, expressed or implied, concerning the accuracy, completeness, reliability or suitability of this information for any other particular use. The Pinellas County Property Appraiser's Office assumes no liability whatsoever associated with the use or misuse of such information. ❑x MAIN BRANCH- COUR7HOUSE 315 Court St. - 2"d Floor Cleazwater, FT. 33756 MAIL: PO Box 1957 Clearwater, FL 33757 TEL: (727) 464-3207 FAX: (727) 464-3448 HEA�G IMPAI2ED: (727) 464-3370 EXEMP'I70NS: T'EL: (727) 464-3294 FAX: (727) 464-3408 COMA�RCIAL APPRAISALS: T'EL: (727) 464-3284 RESIDEN77AL APPRAISALS: TEL: (727) 464-3643 (CYf� ❑ NORTH COUNTY 29269 US Highway 19 N Clearwater, FL 33�61 TEL: (727) 464-8780 FAX: (727) 464-8794 ❑ TYRONE (SOUTI� I 800 66� St. N St. Petersburg, FL 33910 T'EL: (727) 582-7652 FAX: (727) 582-7610 ❑ MID-COUNTY CUSTOMER SERVICE CENTEA - WALK-IN 13025 Starkey Rd., Lazgo (Te�c Collector) TANGIBLE PERSONAL PROPERTY TPP T'EL: (727) 464-8484 TPP FAX: (727) 464-8488 MAIL: PO Box 1957 - Clearwater, FL 33757 08-29-15-04932-000-0010 LOT 1 STA N PLA LLC BAYSIDE SUB NO. 2 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-04932-000-OQ 10 LOT 1 STA N PLA LLC BAYSIDE SUB NO. 2 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17586-001-0140 BLK A, LOT 14 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 2 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17622-000-0010 LOT 1 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 4 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17604-000-0050 LOT 5& N 5FT OF LOT 6 CZAICKI, EDWARD COLUMBIA SUB NO. 3 CZAICKI, BOZENA 332 HAMDEN DR CLEARWATER FL 33767-2448 08-29-15-17586-001-0110 FT OF LOT 10 TAS, JERRY BLK A, LOT 11 & S'LY 7.73 TAS, TERESA COLUMBIA SUB NO. 2 342 HAMDEN DR CLEARWATER FL 33767-2451 07-29-15-52380-000-0710 LOTS 71 & 120 GIADLA, WERONIKA LLOYD-WHITE-SKINNER SUB GIADLA, ALOJZY 355 S GULFVIEW BLVD CLEARWATER FL 33767-2445 07-29-15-52380-000-1180 LOTS 118 & 119 348 CORONADO LLC LLOYD-WHITE-SKINNER SUB 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17604-000-0080 LOTS 8,9 AND 9A MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 3 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17604-000-0100 LOTS 10 AND 10A COLUMBIA SUB NO. 3 MAINSTREAM PARTNERS VIII LTD 10165 N W 19TH ST MIAMI FL 33172-2529 07-29-7 5-52380-000-0630 LOT 112 MAINSTREAM PARTNERS VIII LTD 113 THRU 117 AND S 1/2 OF 10165 N W 19TH ST LOTS 63 THRU 66 AND LOTS MIAMI FL 33172-2529 LLOYD-WHITE-SKINNER SUB 08-29-15-17586-001-0090 FT OF LOT 10 SZLECHTA, WLODZIMIERZ BLK A, LOT 9 AND N'LY 2.25 KUNOWSKA, EWA COLUMBIA SUB NO. 2 333 CORONADO DR CLEARWATER FL 33767-2433 07-29-15-52380-000-0690 LOT 69 BOLDOG, DOROTHY LLOYD-WHITE-SKINNER SUB C/O VAZOUEZ, JUAN PO BOX 7524 CLEARWATER FL 33758-7524 08-29-15-17622-000-0110 NO. 5 LYING ON E SIDE OF MAINSTREAM PARTNERS VIII LTD LOT 1-A OF COLUMBIA SUB 10165 N W 19TH ST LOTS 11 & 12 TOGETHER WITH MIAMI FL 33172-2529 COLUMBIA SUB NO. 4 08-29-15-17586-001-0120 BLK A, LOT 12 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 2 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17622-000-0020 LOT 2 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 4 10165 N W 19TH ST MIAMI FL 33172-2529 07-29-15-52380-000-0700 LOT 70 PRESTON, MICHAEL G TRE LLOYD-WHITE-SKINNER SUB 419 EASTSHORE DR CLEARWATER FL 33767-2028 07-29-15-52380-000-0720 N'LY 1/2 OF LOT 123 ANCO HOLDINGS LLC LOTS 72, 73, 121, 122 & 401 S GULFVIEW BLVD LLOYD-WHITE-SKINNER SUB CLEARWATER FL 33767-2508 08-29-15-17604-000-0070 LOT 7& S 5FT OF LOT 6 COLUMBIA SUB NO. 3 TAS,JERRY TAS,TERESA 342 HAMDEN DR CLEARWATER FL 33767-2451 08-29-15-17586-001-0130 BLK A, LOT 13 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 2 10165 N W 19TH ST MIAMI FL 33172-2529 07-29-15-52380-000-0680 LOT 68 BOLDOG, DOROTHY C TRE LLOYD-WHITE-SKINNER SUB M& J TRUST C/O J V& SONS INC PO BOX 8589 CLEARWATER FL 33758-8589 07-29-15-52380-000-0670 LOT 67 LITTLE, DAVID R LLOYD-WHITE-SKINNER SUB 1734 CASEY JONES CT CLEARWATER FL 33765-1701 PAM DUBOV, CFA, CAE Pinellas County Property 1�ppraiser www.pcpao.org pam@pcpao.or� Run Date: 21 Aug 2013 Subject Parcel: 08-29-15-17586-001-0140 Radius: 200 feet Parcel Count: 22 Note: Parcels with protected address status are not included in this report. Total pages: 4 Public information is furnished by the Property Appraiser's Office and must be accepted by the recipient with the understanding that the information received was developed and collected for the purpose of developing a Property Value Roll per Florida Statute. The Pinellas County Property Appraiser's Office makes no warranties, expressed or implied, concerning the accuracy, completeness, reliability or suitability of this information for any other particular use. The Pinellas County Property Appraiser's Office assumes no liability whatsoever associated with the use or misuse of such information. ❑x MAIN BRANCH- Coux�ouse 315 Court St. — 2nd Floor Clearwater, FL 33756 MAIL: PO Box 1957 Clearwater, FL 33957 TBL: (727) 464-3207 FAX: (727) 464-3448 HenxtxG Intrn��ev: (727) 464-3370 EXEMP170NS: T'EL: (727) 464-3294 FAX: (727) 464-3408 COMMERCIAL APPRAISAIS: 1'EL: (72�) 464-3284 RESIDEN7IAL APPRAISALS: TEL: (727) 464-3643 (CYi� ❑ NORTH COUNTY 29269 US Highway 19 N Cleanvater, FL. 33761 TEL: (727) 464-8780 FAX: (727) 464-8794 ❑ TYRONE (SOUTH) 1800 66� St. N St. Petersburg, FL 33910 1'EL: (727) 582-7652 FAX: (727) 582-7610 ❑ MID-COUNTY CUSTOMER SERVICE CENTER — WALK-IN 13025 Starkey Rd., Lazgo (Tax Collector) TANGIBLE PERSONAL PROPERTY TPP TEL: (727) 464-8484 TPP FAX: (727) 464-8488 MAIL: PO Box ]957 — Clearwater, FL 33757 08-29-15-04932-000-0010 LOT 1 STA N PLA LLC BAYSIDE SUB NO. 2 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-04932-000-0010 LOT 1 STA N PLA LLC BAYSIDE SUB NO. 2 345 HAMDEN DR CLEARWA��R FL 33767-2450 08-29-15-17586-001-0140 BLK A, LOT 14 MAINSTREAM PARTNERS VI11 LTD COLUMBIA SUB NO. 2 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17622-000-0010 LOT 1 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 4 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17622-000-0100 LOT 10 AMBER TIDES LLC COLUMBIA SUB NO. 4 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17586-001-0110 FT OF LOT 10 TAS, JERRY BLK A, LOT 11 & S'LY 7.73 TAS, TERESA COLUMBIA SUB NO. 2 342 HAMDEN DR CLEARWATER FL 33767-2451 07-29-15-52380-000-0710 LOTS 71 & 120 LLOYD-WHITE-SKINNER SUB GIADLA, WERONIKA GIADLA, ALOJZY 355 S GULFVIEW BLVD CLEARWATER FL 33767-2445 07-29-15-52380-000-1180 LOTS 118 & 119 348 CORONADO LLC LLOYD-WHITE-SKINNER SUB 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17604-000-0080 LOTS 8,9 AND 9A MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 3 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17604-000-0100 LOTS 10 AND 10A COLUMBIA SUB NO. 3 MAINSTREAM PARTNERS Vltl LTD 10165 N W 19TH ST MIAMI FL 33172-2529 07-29-15-52380-000-0630 LOT 112 MAINSTREAM PARTNERS VIII LTD 113 THRU 117 AND S 1/2 OF 10165 N W 19TH ST LOTS 63 THRU 66 AND LOTS MIAMI FL 33172-2529 LLOYD-WHITE-SKINNER SUB 07-29-15-52380-000-0690 LOT 69 BOLDOG, DOROTHY LLOYD-WHITE-SKINNER SUB C/O VAZOUEZ, JUAN PO BOX 7524 CLEARWATER FL 33758-7524 08-29-15-17622-000-0110 NO. 5 LYING ON E SIDE OF MAINSTREAM PARTNERS VIII LTD LOT 1-A OF COLUMBIA SUB 10165 N W 19TH ST LOTS 11 & 12 TOGETHER WITH MIAMI FL 33172-2529 COLUMBIA SUB NO. 4 08-29-15-17586-001-0120 BLK A, LOT 12 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 2 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17622-000-0020 LOT 2 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 4 10165 N W 19TH ST MIAMI FL 33172-2529 07-29-15-52380-000-0700 LOT 70 PRESTON, MICHAEL G TRE LLOYD-WHITE-SKINNER SUB 419 EASTSHORE DR CLEARWATER FL 33767-2028 07-29-15-52380-000-0720 N'LY 1/2 OF LOT 123 ANCO HOLDINGS LLC LOTS 72, 73, 121, 122 & 401 S GULFVIEW BLVD LLOYD-WHITE-SKINNER SUB CLEARWATER FL 33767-2508 08-29-15-17604-000-0070 LOT 7& S 5FT OF LOT 6 TAS, JERRY COLUMBIA SUB NO. 3 TAS, TERESA 342 HAMDEN DR CLEARWATER FL 33767-2451 08-29-15-17586-001-0130 BLK A, LOT 13 COLUMBIA SUB NO. 2 MAINSTREAM PARTNERS VIII LTD 10165 N W 19TH ST 1'c/IIAMI FL 33172-2529 07-29-15-52380-000-0680 LOT 68 BOLDOG, DOROTHY C TRE LLOYD—WHITE—SKINNER SUB M& J TRUST C/O J V& SONS INC PO BOX 8589 CLEARWATER FL 33758-8589 08-29-15-17622-000-0030 LOTS 3 AND 4 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 4 10165 N W 19TH ST MIAMI FL 33172-2529 07-29-15-52380-000-0760 1/2 OF LOT 123 & ALL OF ALANIK PROPERTIES LLC ALL OF LOTS 76 & 77, THE S C/O RED ROOF INN LOT 75 LESS THE N 10FT, 421 GULFVIEW BLVD LLOYD—WHITE—SKINNER SUB CLEARWATER FL 33767-2508 PAM DUBOV, CFA, CAE Pinellas County Property Appraiser www.pepao.or� pam@pcpao.or� Run Date: 21 Aug 2013 Subject Parcel: 08-29-15-17604-000-0100 Radius: 200 feet Parcel Count: 31 Note: Parcels with protected address status are not included in this report. Total pages: 5 Public information is furnished by the Property Appraiser's Office and must be accepted by the recipient with the understanding that the information received was developed and collected for the purpose of developing a Property Value Roll per Florida Statute. The Pinellas County Property Appraiser's Office makes no warranties, expressed or implied, concerning the accuracy, completeness, reliability or suitability of this information for any � other particular use. The Pinellas County Property Appraiser's Office assumes no liability whatsoever associated with the use or misuse of such information. � MAIN BRANCH- COUR'[HOUSE EXEMPI70NS: 315 Court St. — 2°d Floor TEL: (727) 464-3294 Clearwater, FL. 33756 FAX: (727) 464-3408 MAIL: PO BOX 1957 COMMERCIAL APPRAISALS: Clearwater, FL 33757 T'EL: (727) 464-3284 T'EL: (727) 464-3207 jj�$IDEN77AL APPRAISALS: FAX: (727) 464-3448 '►'EL: (727) 464-3643 (CWj HennwrrG IMPAIxED: (727) 464-3370 ❑ NORTH COUNTY 29269 US Highway 19 N Clearwater, FL 33761 TEL: (727) 464-8780 FAX: (727) 464-8794 ❑ TYRONE (SOUTH) 1800 66"' St. N St. Petersburg, FL 33710 TEL: (727) 582-7652 FAX:(727)582-7610 ❑ MID-COUNTY CUSTOMER SERVICE CENTER - WALK-IN 13025 Starkey Rd., Lazgo (Taz Collxwr) TANGIBLE PERSONAL PROPERTY TPP TEL: (727) 464-8484 TPP FAX: (727) 464-8488 MAIL: PO Box 1957 — Clearwater, FL 33757 08-29-15-04932-000-0010 LOT 1 STA N PLA LLC BAYSIDE SUB NO. 2 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-04932-000-0010 LOT 1 STA N PLA LLC BAYSIDE SUB NO. 2 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17586-001-0140 BLK A, LOT 14 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 2 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17622-000-0010 LOT 1 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 4 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-04932-000-0020 LOT 2 STA N PLA LLC BAYSIDE SUB NO. 2 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17622-000-0100 LOT 10 AMBER TIDES LLC COLUMBIA SUB NO. 4 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17586-001-0110 FT OF LOT 10 TAS, JERRY BLK A, LOT 11 & S'LY 7.73 TAS, TERESA COLUMBIA SUB NO. 2 342 HAMDEN DR CLEARWATER FL 33767-2451 07-29-15-52380-000-0710 LOTS 71 & 120 GIADLA, WERONIKA LLOYD-WHITE-SKINNER SUB GIADLA, ALOJZY 355 S GULFVIEW BLVD CLEARWATER FL 33767-2445 07-29-15-52380-000-1180 LOTS 118 & 119 348 CORONADO LLC LLOYD-WHITE-SKINNER SUB 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17604-000-0080 LOTS 8,9 AND 9A COLUMBIA SUB NO. 3 MAINSTREAM PARTNERS VIII LTD 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17604-000-0100 LOTS 10 AND 10A MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 3 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-88438-000-2030 UNIT 203 DE ANGELES, DAVID A SUN WEST PALMS CONDO KRUEGER, SHAWN M 745 M IAM I PASS MADISON WI 53711-2932 08-29-15-88438-000-2010 UNIT 201 DE ANGLES, DAVID A SUN WEST PALMS CONDO DE ANGLES, STEVEN J 745 MIAMI PASS MADISON WI 53711-2932 08-29-15-88438-000-1010 UNIT 101 DOBIE, GARY A SUN WEST PALMS CONDO DOBIE, SANDRA P 2854 OWL AVE PALM HARBOR FL 34683-6440 08-29-15-88438-000-3020 UNIT 302 DE ANGELES, DAVID A SUN WEST PALMS CONDO KRUEGER, SHAWN M 745 MIAMI PASS MADISON WI 53711-2932 08-29-15-88438-000-4020 UNIT 402 MC KIM, KEVIN A SUN WEST PALMS CONDO 100 BAYSIDE DR APT 402 CLEARWATER FL 33767-2539 08-29-15-88438-000-3010 UNIT 301 BARROWS, SCOTT SUN WEST PALMS CONDO BARROWS, JUDY 100 BAYSIDE DR APT 202 CLEARWATER FL 33767-2539 08-29-15-04950-001-0010 BLK A, LOT 1 BOYLE, AIDAN BAYSIDE SUB NO. 3 BOYLE, AUDREY 12 GENERAL MORGAN LN GLEN GARDNER NJ 08826-3161 08-29-15-17622-000-0110 NO. 5 LYING ON E SIDE OF MAINSTREAM PARTNERS VIII LTD LOT 1-A OF COLUMBIA SUB 10165 N W 19TH ST LOTS 11 & 12 TOGETHER WITH MIAMI FL 33172-2529 COLUMBIA SUB NO. 4 08-29-15-17586-001-0120 BLK A, LOT 12 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 2 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-88438-000-4010 UNIT 401 SNYDER, NORMAN G SUN WEST PALMS CONDO SNYDER, LINDA ANN 7402 KENT POINT RD STEVENSVILLE MD 21666-3803 08-29-15-88438-000-1030 UNIT 103 BESEN, LEE T SUN WEST PALMS CONDO BESEN, JOAN E 1339 MAIN ST PECKVILLE PA 18452-2055 08-29-15-04932-000-0030 LOTS 3, 4& 5 PARKER MANOR LLC BAYSIDE SUB NO. 2 115 BRIGHTWATER DR CLEARWATER FL 33767-2402 08-29-15-17622-000-0020 LOT 2 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 4 10165 N W 19TH ST MIAMI FL 33172-2529 07-29-15-52380-000-0720 N'LY 1/2 OF LOT 123 ANCO HOLDINGS LLC LOTS 72, 73, 121, 122 & 401 S GULFVIEW BLVD LLOYD-WHITE-SKINNER SUB CLEARWATER FL 33767-2508 08-29-15-88438-000-1020 UNIT 102 MC KIM, KEVIN A SUN WEST PALMS CONDO MC KIM, MARY K 100 BAYSIDE DR APT 402 CLEARWATER FL 33767-2539 08-29-15-88438-000-0001 COMMON ELEMENTS SUN WEST PALMS CONDO ASSN INC SUN WEST PALMS CONDO 130 BAYSIDE DR CLEARWATER FL 33767-2501 08-29-15-17604-000-0070 LOT 7& S 5FT OF LOT 6 TAS, JERRY COLUMBIA SUB NO. 3 TAS, TERESA 342 HAMDEN DR CLEARWATER FL 33767-2451 08-29-15-17586-001-0130 BLK A, LOT 13 COLUMBIA SUB NO. 2 MAINSTREAM PARTNERS VIII LTD 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17622-000-0030 LOTS 3 AND 4 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 4 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-88438-000-2020 UNIT 202 BARROWS, SCOTT SUN WEST PALMS CONDO BARROWS, JUDY 100 BAYSIDE DR APT 202 CLEARWATER FL 33767-2539 PAM DU B OV, C FA, CAE Pinellas County Property Appraiser www.pcpao.or� pam�a pcpao.or� Run Date: 21 Aug 2013 Subject Parcel: 08-29-15-17604-000-0080 Radius: 200 feet Parcel Count: 32 Note: Parcels with protected address status are not included in this report. Total pages: 5 Public information is furnished by the Property Appraiser's Office and must be accepted by the recipient with the understanding that the information received was developed and collected for the purpose of developing a Property Value Roll per Florida Statute. The Pinellas County Property Appraiser's Office makes no warranties, expressed or implied, concerning the accuracy, completeness, reliability or suitability of this information for any other particular use. The Pinellas County Property Appraiser's Office assumes no liability whatsoever associated with the use or misuse of such information. � MAIN BRANCH- coUR�oUSE 315 Court St. — 2nd Floor Clearwater, FL 33756 MAIL: PO Box 1957 Clearwater, FL 33757 T'EL: (727) 464-3207 FAX: (727) 464-3448 HEAwt�G IMPAIa�D: (727) 464-3370 EXEMPIIONS: TEL: (727) 464-3294 FAX: (72'7) 464-3408 COMMERCIAL APPRAISALS: T'EL: (727) 464-3284 RESIDENTIAL APPRAISALS: TEL: (727) 464-3643 (C4I� ❑ NORTH COUNTY 29269 US Highway 19 N Clearwater, FL 33761 TEL: (727) 464-8780 FAX: (727) 464-8794 ❑ TYRONE (SOUTH) 1800 66T" St. N St. Petersburg, FL 33710 TEL: (727) 582-7652 FAX: (727) 582-7610 ❑ MID-COUNTY CUSTOMER SERVICE CENTER - WALK-IN 13025 Stazkey Rd., Lazgo (Tex Collector) TANGIBLE PERSONAL PROPERTY TPP T'EL: (727) 464-8484 TPP FAX: (727) 464-8488 MAIL: PO Box 1957 — Clearwater, FL 33757 08-29-15-04932-000-0010 LOT 1 STA N PLA LLC BAYSIDE SUB NO. 2 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-04932-000-0010 LOT 1 STA N PLA LLC BAYSIDE SUB NO. 2 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17586-001-0140 BLK A, LOT 14 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 2 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-17622-000-0010 LOT 1 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 4 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-04932-000-0020 LOT 2 BAYSIDE SUB NO. 2 STA N PLA LLC 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17586-001-0080 BLK A, LOT 8 VLOWIANITIS, D ALEXANDER COLUMBIA SUB NO. 2 VLOWIANITIS, CHRISTOPHER L 257 ANTHONY AVE MISSISSAUGA ON L4Z 3V4 08-29-15-17604-000-0050 LOT 5& N 5FT OF LOT 6 CZAICKI, EDWARD COLUMBIA SUB NO. 3 CZAICKI, BOZENA 332 HAMDEN DR CLEARWATER FL 33767-2448 08-29-15-17586-001-0110 FT OF LOT 10 BLK A, LOT 11 & S'LY 7.73 COLUMBIA SUB NO. 2 TAS, JERRY TAS, TERESA 342 HAMDEN DR CLEARWATER FL 33767-2451 07-29-15-52380-000-0710 LOTS 71 & 120 GIADLA, WERONIKA LLOYD-WHITE-SKINNER SUB GIADLA, ALOJZY 355 S GULFVIEW BLVD CLEARWATER FL 33767-2445 07-29-15-52380-000-1180 LOTS 118 & 119 LLOYD-WHITE-SKINNER SUB 08-29-15-17604-000-0080 LOTS 8,9 AND 9A COLUMBIA SUB NO. 3 348 GORONADO LLC 345 HAMDEN DF� CLEARWATER FL 33767-2450 MAINSTREAM PARTNERS VIII LTD 10165 N W 19TH ST MIAM� FL 33172-2529 08-29-15-17604-000-0100 LOTS 10 AND 10A MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 3 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-88438-000-2030 UNIT 203 DE ANGELES, DAVID A SUN WEST PALMS CONDO KRUEGER, SHAWN M 745 MIAMI PASS MADISON WI 53711-2932 08-29-15-88438-000-2010 UNIT 201 DE ANGLES, DAVID A SUN WEST PALMS CONDO DE ANGLES, STEVEN J 745 MIAMI PASS MADISON WI 53711-2932 08-29-15-88438-000-1010 UNIT 101 DOBIE, GARY A SUN WEST PALMS CONDO DOBIE, SANDRA P 2854 OWL AVE PALM HARBOR FL 34683-6440 08-29-9 5-88438-000-3020 UNIT 302 DE ANGELES, DAVID A SUN WEST PALMS CONDO KRUEGER, SHAWN M 745 MIAMI PASS MADISON WI 53711-2932 08-29-15-88438-000-4020 UNIT 402 MC KIM, KEVIN A SUN WEST PALMS CONDO 100 BAYSIDE DR APT 402 CLEARWATER FL 33767-2539 08-29-15-88438-000-3010 UNIT 301 BARROWS, SCOTT SUN WEST PALMS CONDO BARROWS, JUDY 100 BAYSIDE DR APT 202 CLEARWATER FL 33767-2539 07-29-15-52380-000-0630 LOT 112 MAINSTREAM PARTNERS VIII LTD 113 THRU 117 AND S 1/2 OF 10165 N W 19TH ST LOTS 63 THRU 66 AND LOTS MIAMI FL 33172-2529 LLOYD-WHITE-SKINNER SUB 08-29-15-17586-001-0090 FT OF LOT 10 SZLECHTA, WLODZIMIERZ BLK A, LOT 9 AND N'LY 2.25 KUNOWSKA, EWA COLUMBIA SUB NO. 2 333 CORONADO DR CLEARWATER FL 33767-2433 08-29-15-17622-000-0110 NO. 5 LYING ON E SIDE OF MAINSTREAM PARTNERS VIII LTD LOT 1-A OF COLUMBIA SUB 10165 N W 19TH ST LOTS 11 & 12 TOGETHER WITH MIAMI FL 33172-2529 COLUMBIA SUB NO. 4 08-29-15-17586-001-0120 BLK A, LOT 12 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 2 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-88438-000-4010 UNIT 401 SNYDER, NORMAN G SUN WEST PALMS CONDO SNYDER, LINDA ANN 7402 KENT POINT RD STEVENSVILLE MD 21666-3803 08-29-15-88438-000-1030 UNIT 103 BESEN, LEE T SUN WEST PALMS CONDO BESEN, JOAN E 1339 MAIN ST PECKVILLE PA 18452-2055 08-29-15-04932-000-0030 LOTS 3, 4& 5 PARKER MANOR LLC BAYSIDE SUB NO. 2 115 BRIGHTWATER DR � CLEARWATER FL 33767-2402 08-29-15-17622-000-0020 LOT 2 MAINSTREAM PARTNERS VIII LTD COLUMBIA SUB NO. 4 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-88438-000-1020 UNIT 102 MC KIM, KEVIN A SUN WEST PALMS CONDO MC KIM, MARY K 100 BAYSIDE DR APT 402 CLEARWATER FL 33767-2539 08-29-15-88438-000-0001 COMMON ELEMENTS SUN WEST PALMS CONDO ASSN INC SUN WEST PALMS CONDO 130 BAYSIDE DR CLEARWATER FL 33767-2501 08-29-15-04932-000-0560 LOTS 56 AND 57 TROPICAt BREEZE HOTEL LLC BAYSIDE SUB NO. 2 345 HAMDEN DR CLEARWATER FL 33767-2450 08-29-15-17604-000-0070 LOT 7& S 5FT OF LOT 6 TAS, JERRY COLUMBIA SUB NO. 3 TAS, TERESA 342 HAMDEN DR CLEARWATER FL 33767-2451 08-29-15-17586-001-0130 BLK A, LOT 13 COLUMBIA SUB NO. 2 MAINSTREAM PARTNERS VIII LTD 10165 N W 19TH ST MIAMI FL 33172-2529 08-29-15-88438-000-2020 UNIT 202 BARROWS, SCOTT SUN WEST PALMS CONDO BARROWS, JUDY 100 BAYSIDE DR APT 202 CLEARWATER FL 33767-2539 I#: 2009064441 BK: 16522 PG: 1520, 03/13/2009 at 03:03 PM, RECORDING 6 PAGES $52.50 D DOC STAt� COLLECTION $63525.00 KEN BURI�, CLERK OF COURT PINEr•?.nS COUNTY, FL BY DEPUTY CLERK: CLKDMCB ��sa8q � � m: Flrat Amarican Title Ins. Co. 25400 US 19 N� Suite 19b Clearwater, FL 33763 �(C6 This insirument pre��cf �y, and return to: Crr�nberg Traurig, P.A. 1221 Brickell Avenue Miami, FL. 33131 Attn: Michael T. Lynott Tax Identification Parcel No. ,, ,, �, �, ,, ,- ,, -- . - -. ,-;,�. .'. -. , . ; . �� , ., „ . „ . , „ . ., , . ,-- .; �. �, . `;r�,--.�` �, �; � �, �� { 1 S � ,, �� ,� �� , ,, � , y , , , - , as�29ns�i�sxaiooaoo�a osr�nui�bzzrooaroa2o- osr�risii�6xvooaroo�n; � ,'� ^ � � - � 68l29/15/1762?JCpQJ0050; 08129/l5/17627JOON0! 10; 07124115/52380/OOQr0634; � � `ti �� 07/241IS/52380/00p/f110;fl8/29/t5/3738GIOOE/0120;08J29/l5/F7586/00110130; . �� , ' � 06/24/IS/175861001/0140;08/29/IS/176041'000/0080;08/29/15/17604/000�0100 �. �. .' � (SPACE ABOVB THIS L1NE POR REOORDIIVG DATA) �� `-• • . � � � . SPECIAL WARRAN'� DEE'��, . � , �; � ? �� ., ��, �. , � �� :'�`.: ,'. �, � . � . STATE OF FLORIDA § - � � �' � ` . , § KNFS,W ��LL. �MEN �'Y TI�ESE PRESENTS: COUN'TY OF PIlVELLAS § ; ', �, �� ' ,-, , . � , , , . ,, 325 SOUTH GLTLFViEW.�0��148�i-'CLEARWATER LLC, a Delaware limited liability comgany ("Grantor"),•fpf ansl.in epnsideration of the sum of $14.00 and other good and vaiusb]e consideration, the,,�ig�� atid suf�ciency of which are hereby acknowledged, has GR.ANTED, BARGAIlVF,�S„ SO�;,AI.IENATED, REMISED, RELEASID, CONVEYFD and CONFIRNIL�D and by; iJ�ese. �'reseat�,. does GRANT, BARGi�►II�T, SELL, AL1EN, REMISE, RELEASE, CONVEY arni'�dNFlRM unto MA,INSTREAM PARTNERS VIII, LTD., a Florida limited partnersi��g.(s`(;�iiteet'� the tract or parcel of land in Pinellas County, Florida, described ,, . , � � in 'lrit A. `• ,� � � ,� �+ ,� �� TOGE�'��aui�li all the tenements, hereditarnents, and appurtenances thereto belonging or in �y.vtic3se appertaining, including without limitation, Grantor's interest, if any, in any and alI adj,aFei��s'�Sts;:�ll�ys, rights of way and any adjacent strips and gores (such land and interests are'be�i�l�i�r collectively referred to as the "Property"). .. .� ,. .> �`�'� 1�ys Speciat Warranty Deed and the conveyanco hereinabove set forth is executed by `�6a�tor-;�nd accepted by C�rantee subject to all easements, restrictions, reservations and cov8aafits now of record and further subject ta all matters that a current, accurate survey of the Property would show, together with the matters described in�Exhibit B hereto and incorporated herein by this reference, to the extent the same are validly existing and applicable to the Pzoperty (hereinafter referred to collectively as the "Permitted Exceptions"). Grantee aclrnowledges that Crrantee E�as independently and personally inspected the Property. The Property is hereby conveyed to and accepted by Grantee in its present condition, "AS IS, WITH ALL FAULT5, AND WITHOUT ANY WAKRANTY WHATSUEVER, � p4S�s�.� LbG �3rSaS00 PINELLAS COUNTY FL OFF'. REC. SK 16522 PG 1521 EXP1�5 t�tt ih�LIEi�:' Notwithsianding anytiting carntafiit�c� �,erei� �� he ��r��ry, ;t �� ;`� understood and agreed tt�at Grantor and Grarttor's agents or employees have never made and are ;�� not now making, and they specifically disclaim, any wairanties, representations or guaranties'o€ -�;� �, any kind or character, express or implied, oral or written, with respect to the Property, incl�dNig�„ ��, �; but not Iimited to, warranties, representations or guaranties as to (a} matters of title (ot[i�r tha�� Grantor's watranty of Cit�e set forth herein), (b) environmental matters relaiing to the Pro`� dr any portion thereof, including, without limitation, the presence of hazardous �mat�riats.i�I�,bn, under or in the vicinity of tlie Pzoperty, (c) geologicai conditions, inclading, w}�iout li�t�tio�; subsidence. subsurface condidons, water table, underground water reserv�iis, limi�ions regarding the withdrawal of water, and geologic faults and the resulting.c�"a�i�ge�p'�past;and/or future faulting, (d) whether, and to the extent to which the Property ¢r'any po�t,ion fhereof is affected by any stream (surface or tinderground), body of water, wetiands, flob� prone area, flood plain, t3aodway or special flood hazard, (e) drainage, (fl soil cori�itiQns�,'including the existence of instability, past soil repairs, soil additions or conditions af soil firi; or susceptibility W landslides, or the sufficiency of any undershoring, (g) the;presence of endangered spccies or any environmentally sensitive or protected areas, (h) zoning or'bj�ilding �eatitlements to which the Property or any portion thereof may be subject, {i) the `ava`�ial�iiityp��xfy uEilities to the Pmperty ar any portion thereof including, without Iimitation, watE�,�s�tuage�L gas and electric, (j) usages of adjoining praperty, (k) access to the Property or �tty,po�'dn thereof, (�) the value, compliance with tha plans and specifications, size, ]ocat�en;�age,�u�et cie�ign, quality, deseription, suitability, shvctural integrity, operation, title to, or �'�ysical oI �m��iat condition of the Property or any portion theceof, or any incorne, expenses, �dharges, �i�ns, encumbrances, rights or claims on or affecting or pectaining to the Propert�.�r` at�X �att�'thereof, (m) the condition or use of the Property or compliance of the Pzdp�rly v�th�anp vr all federal, state or local ordinances, rules, regulations or ]aws, building,�fL�e o�-�oning c�rdinances, codes or other sixnilaz laws, (n} the existence or non-existence �url�eergt6und storage tanks, surface 'smpoundments, or landfills, (o} any other matter affecti�g��ie s�abrl�iy,and integrity of the Property, (p) the potential for further development of the Prope�3ty�.�S��"the me3+chantability of the Property or fitness of the Property for any partscular purp�se; jr)'the,truth� accuracy or completeness of the Property Documents, (s) tax corisequences, o�,�� ait� �pther,matter or tiung with respect to the Pmperty. EXCEPT AS E%PRESSLY $�T FORTH I�EREIN OR IN THE AGREEMENT FOR PURCHASE AND SALE BY �� ETW,��N GRANTQR AND GRANTEE (AS ASSIGNEE PURSUANT TO TAAT A�IG��ENT AND ASSUMPTION OF AGREEMENT FOR PURCHASE AND�AZ;E-B�%`ED MARCH 10, ?A09), GRANTUR MAKES NO REPRESENTATIUNS OR `.V�RRA�1�1Y��S OF ANY HIND TO GRANTEE, INCLUDING, WITHOUT LIlVh�`A�Yi�N, THE PHYSICAL CONDITION OF 'i'I� PROPERTY, OR ITS °;`SUITA:B��,I'F�Y FOR ANY PARTICULAR PURPOSE OR QF MERCHANTABILITY. ��AN�%�E IS RELYIlrTG ON ITS INVESTIGATIONS OF THE PRUPERTY IN D��`.�IINING WHETHER TO ACQ[JIRE IT. THE PROVISIONS OF THLS PARAGRAPH ARE A MATERIAL PART OF THE CONSIDERATTON FOR G,R�NTOR EXECUTING THIS SPECIAL WARRANTY DEED, AND SHAI.L SURVIVE CLOSING. 2 PINEL7�AS COUNTY FL OFF. REC. BK 16522 PG 1522 . . TO �iA�L AND'I'v riVi.t7� tne rroperty in ie� sim�ie, ic,get��er wi�h s;; a;.� s;..g�:�: the �`; rights and appurtenances thereunto in anywise belonging, unto Grantee, its successors and `, �� assigns forever, and Grantor dces herehy bind itself, its successors and assigns, to WARRAI'�'- _;'', . AND FOREVER DEFEND all and singular the dtle to the Propeity unto the said Grant�e�i'is., ��;�. � successors and assigns against every persan whomsoever lawfully claiming or to claimxhe same� �� or any part thereof by, through, or under Grantor, but not otherwise, subject to the P'�rt�tt�t-1 Exceptions. • ' � � ., ,�,- '�, . . , , �'. , �, � � �� Grante.e's address is: ', `, � ; I � ,• „ _, �, ,� �/ J �� Mainstc�eam Partners VIII, Ltd. ' ,' , - " ,, 10165 N.W. 19�' Street � �� , , �, Miami, FL 33172 ' ; . _ ' , . ., ,� (Remainder of page intentionally left blank, si �gn¢ture pag� foltawsJ ,. � , ,� . '� e. ��'� �' � � . � . , � �.� �, �� .',�`�,: � �. � � . . `� . '� � ,� . . � � . � -, `� . � > �`,� � . � � �� .`? � �i `�i � i ` � ` i `� � . � � ,., �� ` _ '. ' �` . , � .� � - . . � � �. . , ,' � �. � . , � � 1 �� i � i� `�� i �i i � i i� �� i� `� . i�i i`� `� ` ` �� i �� ``� `�� / � � � I � ' � � i - � � � � ` . ' 'i� ��` �` � � � � � � , �i l � � � � i r r�� i r j � � �� ` � � i �� - � � �_� � � i' ' � � --_�� `� - � ��` �� - � � �♦ . � �� ,�` ��; �1 ♦ . �`�` � + ♦ � � � ♦ � � i ♦ -� i 3 PINELLAS COUNTY FL OFF. REC. BK 16522 PG 1523 �; �, �� DATED as of March 13 . 2009. '' ,-__,_, � 32S SOUTH GULFVIEW ' - ' 14� � �:�'� :i�� Sign: Psint: 5ign: PrinC .-. . • BOULEVARD - CLEARWATF.I�,-,� ,� `.;; LLC, a Delaware limitad iiabilit�►� ;,, ;,, company _ _ �, •• �, ,- • . ,, � . ,, �,,. , � �. , �,; , �, • , +, By: Name: !b iA� �e'R ` - - ' .� Titfe• ��T� �- , , , , �, , . ,, . _ ,, STATE OF T�Y.d�, § ,. � � � �, , . �, , COUNTY OF ,,�, �,�;�,,,�;,s ' `_ � . � �'�;��, ., The foregoing insbument was aclrnowledgpd,bef ',�,c'tAits-�D �"'day of March� 2009, by ��,VC, �,�� - as lf � e�d of 325 South Gulfview Baulevard — CI atet LLC, a Delaware '1,Ha�d 'liab�ihty'companY, crn behalf of �e company. He/5he is persoaally known to me or has prdc�uced _T t� - - as identification. �, �� , . �, ,� '� �� ; � �J{��AR PUBLIC• .• , ""�.�,�,,, � . . KfMBERIY LYNN ,1A�(� pN, � � � , `� � ,�,� � �OU�' Public, 8tate ft Ti�t , �, � � j r 'HyMo►c� �� . �: � Pdnt �t�be. V1u �c�� • - StataCAf�-�at Large (Seal) , . • ,� , '�' ��' � ' My ss� Expix�es: maYc.k q,�.a � i , „ . � -- . , -'. - ' �. �, . , , �, , . „ � , � � �� ., �, �� . �� .�� . , , � � �. � - , �,�. -- ., , , . -. • ,- - , , . _, , •�--_ '. ,•. .', --_, ,. .. ,. , .. .. , '.; � '�'> < �, � . . . , .. ., �� ,. , . -, �` -- � PINELLAS COUNTY FL OFF. REC. BK 16522 PG Z524 E�irif�Sli �i � � ,, ,, �, �, Aescription of the Property - _-' ' . - -, , ,- , , Parcel l: Lots 8, 9 and 9-A, Columbia Subdivision No. 3, according to the map or plat ,t�reof �s; �'� recorded in Plat Book 27, Page(s) 46, Public Records of Pinellas County, Flarida. `,, ,,,,� - „ Pare:e12: Lot 12, Block A, CaIumbia Sub. No. 2, according to the map or plat tha%of as %.�ord�'�i in Plat Boak 21, Page(s) 79, Public Records of Pinellas County, F�osida. �� ,, �, - � � �� ,-=_;� , - • , Parcel3: Lot 10 and 10-A, Columbia Subdivision No. 3, according to tkie map or,��a�theieof as �re�orded in Plat Book 27, Page(s} 46, Public Records of Pinellas Count}i,'�1Qrida.�, � , . �, . ,, Parcel4: I.�ts 13 and 14, Block A, Columbia Sab. Na. 2, according to the�iapAr plat thereof as recorded in Plat Book 21, Page{s) ?9, Public Records of Pinel��s County, Florida, Parcel5: Lot 1, Columbia Subdivision No. 4, according tQ the �ma�i. oz �l�at thereof as recorded in Plat Book 27, Page(s) 50, Public Records of Pinellas Cd�it�i, �lo�tda;�' ,., `, �� , ;�� ;; Pam.el 6: Lots 11 and 12, Columbia Subdivision No:,4, ac�ording to the map or plat thereof as recorded' in Plat Boak 27, Page(s) 50, Bqbkc R'e�ord�, �,of Pinellas County, Florida; also; t�ginning at the inCersection of the high w�ter mazk�ef t1��X�iulf of Mexico and the East and West center line of Secrion 8, Township 29.Sou'th, Range;1�5 East; and run thence East along the East and West center line of said Sectit�n'8s��b�,S8_fe�t; thence South 1573.94 fest; thence South 77°25'30" East, 28Q feet for a Pcrint of Baginnirig; thence South 77°25'30" East, 10 feet; thence Sauth 12°34'30" West, 50.87 feoii th,�lice N�ih 77°2S'30" West, i0 feet; tttence North 12°34'30" East, 50.$7 feet to a Pqiip� o'�;Beginning, otherwise described as Lot 1-A of Columbia Subdivision No. 5, acc�iing to th'a i�aap or plat thereof as .recorded in Plat Book 31, Page 16, � Public Records of Pinei�ais�Co}u'zty, FlbYida. Pancel ?: Lot 2, �olumbis`Su�idivision No. 4, according to the map or piat thereof as recorded in P}at Book 27, Pa�e(s) SO,�uhlic Records af Pinellas County, Florida. f, ,', � . , , ,. ��, ,, Parcel 8: Lots; a�nnd:5;-Columbia Subdivision No. 4, according to the map or plac thereof as recorc�iC'it� Flat �aok 27, Page(s} S0, Public Records of Pinelias County, Florida. ,.- , . ,�, _ . , �.'. Pur'ar�l: � 3 and 4, Columbia Subdivision No. 4, according to the map ar plat thereof as �;�arecorder�'f{� pl�t Book 27, Page(s) 50, Public Re�ords of Pinellas County, Florida. ��. �� `�P�arcel -,%0: Lot 111 and the Northerly 1/2 of Lot 112, Lloyd-White-Skinner Subdivision, according to the raap or plat thereof as recorded in Plat Baok 13, Page(s) 12 and 13, Public Records of Pineilas County, Florida.. Parcel 21: The Sootherly 1/2 of Lot 112 and all oF Lots 113, 114, I1S, lI6 and 117, Lloyd- White-Skinner Subdivision, accarding to the map or plat thereof as recorded in Plat Book 13, Page{s) I2 and 13, Public Records of Pinellas County, Rlorida. Lots 63 through 66, inclusive, Lloyd-Whit�Skinner Subduvisioa, according to the map or plat thereof as recorded in Plat Baok 13, Page(s} 12 and 13, Public Records of Pinelias County, F7orida. A-1 PINELLAS COUNTY FL OFF. REC. BK I6522 PG 1525 -- . . .. ..., ��iui:i�sl`T is Permitted Exceptiotts .; �� ,---.; � - ', , ,---. �, , 1. The lien of the iaxes for the year 2009 and all subsequent years, which are nc�Nyct d�e; �'� and payable. � �`,; ,.;,'� -'.- ., --: �. �, � 2. Dedications of the Plat of The Lloyd-White-Skinner Subdivision, recorc�ail in Pl�t ��dok 13, Page 12 of the Public Records of Pinellas County, Florida. �,', ;; ,-�- , �, � , _;� , ., 3. Dedications af the Plat of Columbia Sub. No. 2, recorded in Plat$ook 21„�age=i9 of the Public Recozds of Pinellas County, Florida. �', �; , , 1, .. �, 4. Dedications of the Plat of Columbia Subdivision No. 3, recorded in-l�lat�Book 27, Page 46 of the Public Records of Pinellas County, Florida.� �, ,, , 5. Dedicadons, easements and restrictions of the�Pjat `o%�pI�tuus6ia Subdivision No. 4, recorded in Plat Book 27, Page 50 of the Publici��ocorsls-af'Rinellas County, Florida. .�., ��'�, ;�'' -% 6. Dedacatians of the Plat of Coiumbia Subriititi�ion �T'o. 5, recorded in Plat Book 31, Page 16 of the Public Records of Pineilas,�ou�nfy, �iol�ci�;� � , � , •,> 7. Easement granted to Fiorida Eow�,Corpor�tion by instcument recorded in O.R. Book 2610, Page 713. Affects Par�el'4'�, ��;.. __,',, - � , ,'. �, , -- 8. Rights of apartment te�tan"ts in��ossec��ori,�as tenants anly, pursuant to unrecorded rental or lease agreements,�Yitix�at nghts or options to purchase. , � ,�, . . , , ,. . . ,,, .;. �, , , , , .� � �, -- . , , ; _ `-, .� , ;,� '`.`, � �. �, , s� �� ,� �� .'� , . „ � .� �, ,. �, , __ �, __� _ .'� � ., .� _ _ _ ,� � , �; , ,'. �` --_ , . '. . . .'. , . . � ,. . '� � <'� '�'. • .� ., .� ., �, ,• , . , ' _:. A-2 BUILDINGS OVER 100' HEIGHT ,°' OVER 100' SEPARATION BETWEEN BUILDINGS �� 500' DISTANCE RADIOS BETWEEN BUILDINGS ��— 800' DISTANCE RADIOS BETWEEN BUILDINGS ,�� 4 OR LESS BUILDINGS WITH IN 800' • / / SEAWIND VORTEX SEAWAY 487, AQUALEA � �. G L C r�� V i G C� 'Q .� J L.L �� Q J � O � U � � o °� �o� m�a �� .� � � �� (3 cn c �j'c� �c�� N C'7 � dll� � o,�n,�eti� �� i rww.tllwvcNlechcom § �- �RAWN 0&JYF APPROVED MV�� eort onre rrzaaoia io:a�:zs ae ISSUE oqrE 03R911J SCALE nsiMrcshtl O N B H-016 SHEETNHME ScnxneBCBUiqng DisE�bution SHEEfNUMBEfl A405 � PARCEL A NARRATIVE FOR CRITERIA FOR ACQUIRING DENSITY FROM THE RESERVE UNDER BEACH BY DESIGN 1. Those properties and /or developments that have acquired density from the Destination Resort Density Pool are not eligible to have rooms allocated from the Reserve. This property has not previously acquired density from the Destination resort Density Pool. 2. Those properties and/or developments that have had density transferred off to another property and/or development(s) through an approved Transfer of Development rights (TDR) application by the City after December 31, 2007, are not eligible to have rooms allocated from the Reserve. This property has not previously had density transferred off to another property and/or development. 3. A maximum of 100 hotel rooms may be allocated from the Reserve to any development with a lot size less than 2.5 acres. Those developments with a lot size greater than or equal to 2.5 acres may use the Reserve to achieve a density of 90 hotel rooms per acre. However, in no instance shall the density of a parcel of land exceed 150 units per acre regardless of whether it has received bene�t of transfers of development rights in addition to the Reserve or not. This property consists of 1.16 acres and is requesting 100 units from the Reserve. It will have a total of 158 units and a density of 136 units per acre. 4. Accessory uses inconsistent with amenities typical of a mid-priced hotel shall require compliance with the base FAR requirements of the Resort Facilities High (RFH) Future Land Use category. J There are no accessory uses inconsistent with amenities typical of a mid- priced hotel. 5. No hotel room allocated from the Reserve may be converted to a residential use (i.e. attached dwelling). Section 6.1.5 of the Development Agreement and Exhibit C to the Development Agreement prohibit this conversion to residential use. 6. The maximum building heights of the various character districts cannot be increased to accommodate hotel rooms allocated from the Reserve. The maximum building height does not exceed the permitted 150' height above base flood elevation. 7. When both the allocation of hotel rooms from the Reserve and the transfer of development rights (TDR) are utilized as part of a development, only hotel rooms brought in to the project through the TDR process are eligible to be constructed above the otherwise maximum building height, but only provided that all TDR criteria are met. TDR's are not utilized in this project. 8. A legally enforceable mandatory evacuation/closure covenant that the overnight accommodation use will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. Section 6.1.3.3 of the Development Agreement and Exhibit C to the Development Agreement contain the evacuation plan. 2 C 9. Access to overnight accommodation units must be provided through a lobby and internal corridors. The attached site plan and architectural drawings reflect that there is a lobby with internal corridors. The Development Agreement requires construction in accordance with these drawings. 10.A11 hotel rooms obtained from the Reserve that are not constructed shall be returned to the Reserve. Section 6.1.5 of the Development Agreement contains the requirement. 11. The development shall comply with the Metropolitan Planning Organization's (MPO) countywide approach to the application of concurrency management for transportation facilities, and the transportation analysis conducted for the development shall include the following: • Recognition of standard data sources as established by the MPO; • Identification level of service (LOS) standards for state and county roads as established by the MPO; • Utilization of proportional fair-share requirements consistent with Florida 5tatutes and the MPO model ordinance; • Utilization of the MPO Traffic Impact Study Methodology; and • Recognition of the MPO designation of "Constrained Facilities" as set forth in the most current MPO Annual Level of Service Report. 3 n Section 4.5 of the Development Agreement requires that the property comply with the MPD approach to concurrency management. Section 7 of the Development Agreement also requires all concurrency provisions to be met. 12.A reservation system shall be required as an integral part of the hotel use and there shall be a lobby/front desk area that must be operated as a typical lobby/front desk area for a hotel would be operated. This hotel will operate with a lobby and front desk as is evidenced from the site plan and architectural drawings. A hotel of this size will operate on a reservation system. 13. The books and records pertaining to use of each hotel room shall be open for inspection by authorized representatives of the City, upon reasonable notice, in order to confirm compliance with these regulations as allowed by general law. 7892265v1 Developer agrees to this requirement. 4