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HDA2013-08004 - Parcel A, 325 S GULFVIEW BLVD HDA2013-08004 �lopment Department Clearwater � Seaway Hotel; Mainstream Parters VIII, LTD Parcel A �nsity Reserve Zoning: Tourist Atlas #: 276A `" ___ _.nt 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 PIANNiNG & DEVELOPMENT DEPARTMENT BY NOON ON THE SCHEDULED DEADLINE DATE. A TOTAL OF 15 COMPLETE SETS OF PLANS ANO APPIICATION MATERIALS (1 ORIGINAL AND 14 COPIES} AS REQUIRED WITHIN ARE TO BE SUBMITTED FOR INITtAI REVIEW BY THE DEVELOPMENT REVIEW COMMITTEE. SUBSEQUENT REVIEW BY THE CITY COUNCIL WILL REQUIRE ONE HARDCOPY AND ONE ELECTRONIC VERSION Of THE COMPLETE SET OF PLANS AND APPLICATIOIV MATERIALS. TME ELECTRONIC VERSION MAY BE EMAILED OR PROVIDED VIA CD, THUMB DRIVE OR OTHER DEVICE AS MUTUALIY AGREED UPON BY CITY STAFF AND APPLICANT. THE HARDCOPY SITE IS REQUIRED TO BE COLLATED, STAPLED AND FOIDED. THE APPLICANT, BY FILING THIS APPIICATION, AGREES TO COMPLY WITH ALL APPLICABLE REQUIREMENTS OF THE COMMUNITY DEVELOPMENT CODE. APPIICATION FEE: $1,500 PROPERTY OWNER (PER DEED): Mainstream Partners VIII LTD (Parcel A MAIUNG ADDRESS: 1Q165 NW 19th St Miami FI 33172-2529 PHONE NUMBER: 727-224-6650 EMai� Antonio Femandez / mamerica@tampabayrr.com __ __ AGENT OR REPRESEN7ATIVE: Behar Peteranecz. Inc (istvan L Peteranecz AIA, NCARB) MAILING ADDRESS: �03 ROgefS Stf@et, C12211N2t8f, FL. 33704 PHONE NUMBER: 850-377-1870 EMAi� Istvan Peteranecz / istvan@architecturebp.com au�Rtss or SuB�ECT PROPERTV: 325 S Gulfview Bivd Clearwater, FL 33767 & 326 Coronado Drive PARCE� rvuMBER(S): 07-29-15-52380-000-0630. 07-29-15-52380-000-1110. & 35'x240' Portion of Gulfview Right-of-Way L�Gn� uESCR�P7iorv See Attachment "A" akOFOSED uSE(Sj. 18C room Hotei with assoc�ated arkin�and amenit�es DESCRIPTION OF REQUEST: Speafically +dentrfy the request ;indude aP reques.*ed code flexibihty; e.g., reduction ,n required number of park�ng spoces, he;ght, setbacks, �ot size, lot width, specific use, etc ) A Development Agreement request to ailocate 100 rooms from the Hotei Densitv Reserve for use as part of a new 180 room hotel. Planning S� Development Department, 100 S, Myrtle Avenue, Ciearwater, FL 33756, 7ei: n7•562-a567; Fax: 727•562�a865 Page 1 of 4 06/13 � Planning & Development Department �learwater Hotel Density Reserve Development Agreement Application 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 UNT�L THE FOLLOWING APPLICATION CYCLE. ZONING DISTRICT: FUTURE IAND USE PIAN DESIGNATION EXISTING USE: PROPOSED USE: 5�7E AREA 69,736 3 SF Tourist District "T" Resort Facilit�es H�gh "RFH" Hotels and Multi-family Hotel sq. ft. 1.601 Acres acres GROSS FLOOR AREA (approximate square footagesj: DENSITY (rooms per acre): Hote1 Use 133.700 sq. ft. Existing 50 DU/ac (80 DU) Accessory Uses: 19.200 _ sq. ft. Proposed 113 DU/ac (80 DU + 100 DU Hotel Reserve =180 DUi Total: 152,900 sq. ft. Maximum Permitted: 150 DU/8C +124,400 Parking Garage = 277,300 SF. BUILDING COVERAGE/FOOTPRINT (i" floor square footage of all bu�idings). Ex�sting: 15.993 sq. ft. i 22.95 % of site) Proposed: 51.400 sq. ft ( 73 71 % of sitej Maximum Permitted: 66.250 sq. ft. 1 95_00_ % of site) IMPERVIOUS SURFACE RATIO (total square footage of imperv�ous areas d�v�ded by the totai square tootage cf ent�re s.te): Existing: 0 482 Proposed: 0 792 (55,230 sf ) Max�mum Permitted: 0.95 (66,250 s� OFF-STREET PARKING Existing PruposeG f�;��i�:mun� Keq��rea: 55 Spaces 216 Spaces 180x' 2=216 Spaces BUILDING HEIGHT: Existing: Proposed Maxi�?�U��� Permitted 55' 140' Above BFE 14 150' Above BFE 14 STATE OF F LORIDA, COUNTY OF PINELLAS � � ;��e ndersigned, acknow�edge that ail Swom to and subscribed before me t7;s _�� day c` ' � represe���at��ons macte �n ".~�s apptication are true end � _ ' Q � to me and/or by � accUrate to the best of my Knowiedge and autnorize , __ r-' r,Li , who fs ersonail know has '� !, City representatives to visit a�n/d, photograph the � 1 ' Z`•` � `�' �'� � Y I property descri ged in th;s'appiicatton. produce as identification. ' ' 6 � 'T i ' `� :� ' t � __ __ ! Signat e of property owner or representative Notary publ�c, My commission expires i�QUL��.I ����.�1:1� PIBniting & Devefopment Department, 100 S. Myrtle Avenue, Clearwater, FL 337 , - � -562-486 m..%, Page 2 of 4 't`; :��'� *� �'= MY COMMISSIOP� t f���i7 1!;, ._ �, EXPIRES: December 27, 2017 r� •. : �'._ ,�`. < u,�a;•• BaWed Thru Notary Public Uibenrr[as c Planning & Development Department � learwater Hotel Density Reserve � - Development Agreement Application Affidavit to Authorize Agent/Representative 1. Provide names of ali property owners on deed — PRINT fui! names: Mainstream Partners VIII, LTD _ Antonio Fernandez. Partner 2. That (I am/we are) the owner(s) and record titfe holder(s) of the foliowing described property� 325 S Gulfview Blvd Clearwater, FL 33767 & 326 Coronado Drive 3. That this property constitutes the property for which a request for (describe request): Construction of a 180 room hotel w/ 216 space parkmg garage, and associated utilities. 4. That the undersigned (has/have) appointed and (does/do) appoint: Behar Peteranecz Inc (Architects) Istvan L Peteranecz 103 Rogers Street, Clearwater Florida 33704, 850-377-1870 as (his/their) agent(s) to execute any petftions or other documents necessary to affect such petitfon; 5. That tnis affidavit has been executed to induce the City of Clearwater, Florida to cons�der and act on the above described property; 6. That site visrts to the property are necessary by City representatives in order to process this application and the owrer authorizes City representatives to visit and photograph� the property described in this application; 7. That (I/we), the un signed authority,�llereby certify that the'oregoing is true and correct. 7 �. �-- G� ; " Property Owner Property Owner � Property Owner STATE OF FLORIDA, COUNTY OF PINELLAS Property Owner BEFORE ME TrIE UNDERSIGNED AN OFFICER DULY COMMfSSIONED BY THE LAWS OF THE STATE OF FLORIDA ON THiS �� DAY OF d-� ��(U-�Lf U oZ-L �y PERSONAL! Y APPEARED `'� _ �n.� � �� ��� Z WHO HAVING BEEN FIRST DULY SWORN �Tj\ DEPOSED AND SAYS THAT HE/SHE FULLY UNDERSTANDS THE CONTENTS OF THE AFFIDAVIT THAT HE/SHE SIGNED , ,:�.::''•. C. BREWER � � � � �' �; MY CAMMISSION t FF 058557 , ; �r�; EXPIRES: December 27, 2017 � '�'ri`� B°"dedThNNOIaryPublicU��� Notary Publ�c Signature �� t� ', Notary Seal/Stamp My Commiss�on Expires ��-"'`-�'-�'L- °Z r a� �� Planning S� Development Department, 100 S. Myrtle Avenue, Clearwater, FL 33756, Tel: 727-562-4567; Fax: 7270-66 3 865 Page 4 of 4 PARCEL (A) � 2014 Attachment B Description of Requests • 180 unit overnight accommodations. • Request of 100 units from the density pool. • Increase in density from 50 DU/ac. To 113 DU/ac. • Increase in building height from 35' to 140' above BFE. • Architectural Exhibits. l Attachment C General Applicability Criteria PARCEL A I 2014 Request: Flexible Development approval to permit a 180-room overnight accommodation use (80 units from base density; and 100 rooms obtained from the Hotel Density Reserve under HDA2013-08001 in the Tourist (T) District with a lot area of 1.601 acres, a front (east) setback of 15.00 feet (to building), a side (north) setback of 8.00 (to balcony) and 10 feet (to building), a side (south) setback of 8.00 (to balcony) and 10.00 feet (to building), a rear (west) setback of 0.0 feet (to building), a building height of 140 feet above Base Flood Elevation (14 feet) to top of roof deck; 216 parking spaces at 1.2 parking spaces per hotel room. 1. 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: The property to the west includes city right of way Gulfview Blvd. and beach access. North: The property to the north is a parking garage. East: The property to the east includes an existing hotel, parking lot and vacant lot. South: The property to the south includes retail, hotel and parking. 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 Beach Walk District. The proposed resort style hotel project maintains the existing use, and maintains a maximum height of 140-feet above base flood elevation (BFE-14 elev.) The proposed project will enhance this area of the beach in a number of ways, including: • Removal of an existing older hotel not consistent with Beach by Design criteria. • Construction of a new hotel consistent with new City code and Beach by Design criteria. • Upgrade in landscaping from the non-existing condition, to areas of planting and grassed open space and hardscape areas. • Providing a destination hotel on Clearwater Beach. • Setting an example in a Beach by Design district that will likely inspire new development in the area. 1 PARCEL A I 2014 2. The proposed development will not hinder or discourage the appropriate development and use of adjacent land and buildings or significantly impair the value thereof. The proposed development maintains an existing appropriate land use according to Beach by Design with a resort style hotel that caters to families and established clientele. The project includes adequate off- street parking. The new project will provide a positive example along the Gulfview Blvd. to serve as a catalyst for redevelopment of new hotels and mixed use development. This will have a positive impact on the value of the adjacent land and also provide clientele for the surrounding restaurants and retail shops. 3. The proposed development will not adversely affect the health or safety of persons residing or working in the neighborhood of the proposed use. The proposed development will be designed to meet all state, federal and local codes with respect to fire safety, potable water, sanitary sewer, traffic and pedestrian safety. The development will create wider sidewalks for pedestrian safety and will encourage persons living and working in the area to visit the proposed restaurants and retail shops. The proposed hotel maintains the existing use and does not introduce any new businesses that may adversely affect the health of persons residing or working in the area. The proposed structure will comply as required with applicable codes including the Florida Building Code, the Life Safety Code and the Florida Fire Prevention Code. 4. The proposed development is designed to minimize traffic congestion. The results of a traffic study performed for this development indicates the project will not cause significant increased traffic congestion. The development will include a code compliant parking garage (216 stalls) which can be significantly increased by making use of valet parking during high occupancy periods. 5. The proposed development is consistent with the community character of the immediate vicinity proposed for development. The proposed redevelopment project will improve the visual appeal near the north entry to Beach Walk and South Clearwater Beach. The architectural style integrates a tropical modern design which is appropriate and aesthetically pleasing for the Beach Walk District. The development maintains the existing use of the property and is consistent with the properties to the north and south. 2 PARCEL A I 2014 6. The design of the proposed development minimizes adverse effects, including visual, acoustic and olfactory and hours of operation impacts on adjacent properties. The building includes enhanced design elements on the fa�ade as required by Beach by Design including adequate windows, vertical and horizontal plane changes and recommended color palette. The acoustic and olfactory impacts are minimized by providing all of the parking within an enclosed parking garage. Hours of operation will be 24/7 which is consistent with surrounding properties catering to the tourist industry. 3 PARCEL A I 2014 Attachment D Applicable Flexibility Criteria 1. With the exception of those properties located on Clearwater Beach, the parcel proposed for development shall front on but shall not involve direct access to a major arterial street unless no other means of access would be possible. RESPONSE: The parcel proposed for development fronts solely on Coronado Drive, all vehicular access to Gulfview Boulevard has been removed. The site is designed with two driveways for guest access and one service driveway on Coronado Drive. The Southern driveway accesses the elevated hotel entry plaza, the northern guest driveway in the approximate in the center of the site, allows direct entry to the hotel parking garage. We propose this centrally located access to be a"right-in, right-out ingress and egress point. The proposed service drive at the extreme north end of the property is designed to facilitate access for delivery, service, and solid waste vehicles. The existing driveways along Coronado Drive will be removed and replaced with code compliant driveways. 2. Height: The increased height results in an improved site plan and/or improved design and appearance. RESPONSE: The proposed building height of 140-feet above BFE (BFE=14.0) meets the Beach bv Desi_qn Guidelines and provides for a new modern Resort style Hotel that replaces a dated existing hotel and apartment building, that have exceeded their useful life and includes almost no landscaped areas. The proposed development will provide enhanced landscaping and hardscape areas. The existing driveways that currently connect to Coronado Drive, a major arterial street, will be removed and replaced with three driveways that will meet the City of Clearwater's current design standards. In addition, the the development creates a vista to the Bay via the elevated entry plaza. The building is designed to maintain the waterfront as open as possible, not to be imposing over the beach side, rather it has an open beach plaza to serve the public as well as hotel guest. The design has taken the considerations from Beach by Design and other development and construction regulations. 3. Signs: No sign of any kind is designed or located so that any portion of the sign is more than six feet above the finished grade of the front lot line of the parcel proposed for development unless such signage is a part of an approved comprehensive sign program. RESPONSE: 1 PARCEL A I 2014 A comprehensive sign program will be submitted for approval as a separate package addressing signage locations, height and size. 4. Front Setbacks: a. The reduction in front setback contributes to a more active and dynamic street life. RESPONSE: The proposed design maintains a minimum 15 setback. The Coronado setback varies from a minimum of 15 feet to 20 feet at the required 100' building steps. Additionally, as per the revised BbD Ordinance, there is a 15 foot building sfepback at the, approximate, 25 foot height (above BFE) level for a minimum of 75% of the building frontage. b. The reduced setback shall result in an improved site plan through the provision of a more efficient off-street parking area, and/or improved building design and appearance. RESPONSE: No reduced setbacks are proposed c. The reduced setback will not result in the loss of landscaped area, as those areas being diminished by the setback reduction will be compensated for in other areas through a Comprehensive Landscape Plan. RESPONSE: N/A 5. Side and Rear Setbacks a. The reduced setback does not prevent access to the rear of any building by emergency vehicles and/or personnel. RESPONSE: The building is fully accessib/e to fire equipment along the east and west property lines. 2 PARCEL A I 2014 b. The reduced setback results in an improved site plan through the provision of a more efficient off-street parking area, and/or improved building design and appearance. RESPONSE N/A e. The reduction in side and rear setbacks does not reduce the amount of landscaped area, as those areas being diminished by the setback reduction will be compensated for in other areas through a Comprehensive Landscape Plan. RESPONSE: The sideyard setbacks are proposed at 10 foot as per the requirements for the "T" District. 6. The design of all buildings complies with the Tourist District design guidelines in Section 3-501 as applicable. RESPONSE: a) Density: The property is within the "T" District. The site's 1.6 acres has a FLUP designation of RFH which allows for 50 overnight accommodation units per acre. The 1.6 Acres would permit a maximum of 80 units. We are requesting 100 OA units from the hotel Density Reserve. The resultant 180 unit request results in an overall density on the site of 113 DU/acre. The Beach by Design guidelines allows for a maximum of 150 units per acre for projects that obtain units from the hotel density reserve; therefore, the proposed density is consistent with the development criteria set forth in Section V.B.2 of the guidelines. b) Height: The proposal provides for a building 140 feet in height as measured from BFE where a height of up to 150 feet is permitted where additional density is allocated to a development via the Hotel Density Reserve as long as the subject property is located between South Gulfview Boulevard and the Gulf of Mexico or on the west side of Coronado Drive. The subject property is located on the west side of Coronado Drive and the property was the recipient of density from the Reserve. Therefore, the proposed height complies with the design guidelines. c) Design, Scale and Mass of Building: 1. Buildings with a footprint of greater than 5000 square feet or a single dimension of greater than one hundred (100) feet will be constructed so that no more than two (2) of the three (3) building dimensions in the vertical or horizontal planes are equal in length. For this purpose, equal in length means that the two 3 PARCEL A (2014 lengths vary by less than forty (40%) of the shorter of the finro (2) lengths. The horizontal plan measurements relate to the footprint of the building. RESPONSE See attached Beach by Design Compliance Sheet. Attachment E. 2. No plane of a building may continue uninterrupted for greater than one hundred linear feet (100'). For the purpose of this standard, interrupted means an offset of greater than five feet (5'). RESPONSE See attached Beach by Design Compliance Sheet. Attachment E. 3. At least sixty percent (60%) of any elevation will be covered with windows or architectural decoration. For the purpose of this standard, an elevation is that portion of a building that is visible from a particular point outside the parcel proposed for development. RESPONSE See attached Beach by Design Compliance Sheet. Attachment E. 4. No more than sixty percent (60%) of the theoretical maximum building envelope located above forty-five feet (45') will be occupied by a building. However, in those instances where an overnight accommodations use on less than 2.0 acres that has been allocated additional density via the Hotel Density Reserve, no more than seventy-five percent (75%) of the theoretical maximum building envelope located above forty-five feet (45') may be occupied by a building unless the property is located between Gulfview Boulevard and the Gulf of Mexico, then no more than 70% may be occupied by a building. RESPONSE See attached Beach by Design Compliance Sheet. Attachment E. 5. The height and mass of buildings will be correlated to: (1) the dimensional aspects of the parcel of the parcel proposed for development and (2) adjacent public spaces such as streets and parks. RESPONSE The building height is maintained at less than 150-feet to provide a buffer between the 150-foot tall buildings along South Gulfview and the 4 PARCEL A I 2014 proposed buildings to the east. The height and mass of the building meet the design standards of Beach by Design. The mass of the building allows for landscape buffer areas as well as an enhanced landscape and hardscape area See attached Beach by Design Compliance Sheet. Attachment E. 6. Buildings may be designed for a vertical or horizontal mix of permitting uses. RESPONSE: The building will be designed to provide a mixed use of hotel, restaurant, retail and convention center space. d) Setbacks: The building is set back a minimum of 15 +/- feet from Coronado Drive pavement and 127 +/- feet from Gulf View Boulevard pavement. 7. Lot area and/or width: The reduction shall not result in a building which is out of scale with existing buildings in the immediate vicinity. RESPONSE: N/A project lot area and width complies with code. 8. The parcel proposed for development shall, if located within the Coastal Storm Area, have a hurricane evacuation plan requiring the use close when a hurricane watch is posted. RESPONSE: The development agreement will include the hurricane evacuation plan. 9. A development agreement must be approved by the City Council...... RESPONSE: A development agreement is being prepared will be processed with the City Attorney to meet requirement a through c. 5 Attachment E Beach by Design Criteria PARCEL "A" A. Density: PARCEL A I 2014 DESIGN RESPONSE: The property is entirely within the "T" District. The project maintains an overnight accommodation density of 50 units per acre based on a 1.60 acres parcel plus 100 additional units are being requested from the Hotel Density Reserve via a development agreement. The total number of units proposed for overnight accommodations is 180. B. Height & Separation: 1. Heiqht: The proposal provides for a building 140 feet in height as measured from BFE where a height of up to 150 feet is permitted where additional density is allocated to a development via the Hotel Density Reserve as long as the subject property is located between South Gulfview Boulevard and the Gulf of Mexico or on the west side of Coronado Drive. The subject property is located on the west side of Coronado Drive and the property was the recipient of density from the Reserve. 2. Separation: The Hyatt Hotel, to the north of the property is over 100 feet in height. Proposed building is 140 feet approximately 300 feet from the Hyatt Towers. Additionally The Hyatt is the only building within 500 feet that is over 100 feet tall. The new Adams Mark site to the south is slated to be over 100feet and is approximately 900 feet from the site. The proposed Wyndham property to the north is within the 800 foot distance parameter but is over 500 feet from our proposed building. Therefore, per the currently planned and approved buildings in the vicinity, there will be no more than two structures over 100 feet in height within 500 feet and there will be no more than four structures over 100 feet tall within the 800 feet. 3. Floor plate: a. Between 45 feet in height and 100' there is no part of the floorplate that exceeds 25, 000 square feet. b. The floorplate above 100 feet is 11, 500 SF. This exceeds the 10, 000 square foot guideline however, c. The mass and sca/e of the design creates a stepped and tiered effect and the maximum building envelope above 45 feet is 21.24% volumetrically and 13% graphically; significantly below the 75% allowance for buildings with units allocated from the Hotel Pool. 1 PARCEL A I 2014 C. Design, Scale and Mass of Building: 1. Buildings with a footprint of greater than 5000 square feet or a single dimension of greater than one hundred (100) feet will be constructed so that no more than two (2) of the three (3) building dimensions in the vertical or horizontal planes are equal in length. For this purpose, equal in length means that the two lengths vary by less than forty (40%) of the shorter of the two (2) lengths. The horizontal plan measurements relate to the footprint of the building. DESIGN RESPONSE: Given the massing of the building, the various steppings, and the tower placed in the approximate center of the base, no two building dimensions are equal in length. 2. No plane of a building may continue uninterrupted for greater than one hundred linear feet (100'). For the purpose of this standard, interrupted means an offset of greater than five feet (5'). DESIGN RESPONSE: As demonstrated on the design drawings, each of the building facades will provide offsets greater than or equal to this requirement. 3. At least sixty percent (60%) of any elevation will be covered with windows or architectural decoration. For the purpose of this standard, an elevation is that portion of a building that is visible from a particular point outside the parcel proposed for development. DESIGN RESPONSE: As demonstrated in this application, this design proposes large fields of glazing, balconies, and stepped articulation on all facades providing for greater than 60% articulation on each of the facades. 4. No more than sixty percent (60%) of the theoretical maximum building envelope located above forty-five feet (45') will be occupied by a building. However, in those instances where an overnight accommodations use on less than 2.0 acres that has been allocated additional density via the Hotel Density Reserve, no more than seventy-five percent (75%) of the theoretical maximum building envelope located above forty-five feet (45') may be occupied by a building unless the property is located between Gulfview Boulevard and the Gulf of Mexico, then no more than 70% may be occupied by a building. DESIGN RESPONSE: 2 PARCEL A I 2014 As per the provided calculations the overal/ building mass between 45 feet and 150 feet constitutes 21 % volumetrical/y and 13% graphically of the theoretical maximum building envelope. 5. The height and mass of buildings will be correlated to: (1) the dimensional aspects of the parcel of the parcel proposed for development and (2) adjacent public spaces such as streets and parks. DES/GN RESPONSE: The design proposes a tower set on a parking base or podium. The tower is to be massed in the approximate center of the site between Coronado Drive and Beach Walk with the parking podium varying in height between one story and 4 stories. Along Coronado Drive the building is set back 15 feet and also steps back the requisite additional 15 feet at a height of 25 feet. Along Coronado Drive most of the building consists of the single story elevated entry plaza and the remaining portions is the four story mass of the garages and meeting room levels. Approximately 75% of the building is stepped back the 15 feet, along this fa�ade. On the west, Beach Walk, side, a 0 foot setback is proposed. This setback aligns with the Hyatt and the City parking garage to the north. Along the west fa�ade approximately 50% of the building is the single story entry plaza and the remainder of the building is a 2"d story covered terrace, connecting to the entry plaza two levels of parking, and the 5t`' floor pool terrace with an infinity edge pool, overlooking the Gulf. The bulk of the building is placed to the north and adjoins the City parking garage, and the building at the south is primarily the entry plaza with a narrow face of the fower. Beyond the design's sensitivity to the adjacent neighbors, Coronado Drive and Beach Walk, the design provides for a 90 foot wide by three story opening in the base of the tower to allow vistas through the site, visually and physically connecting street and buildings to the east with the beach and Gulf to the west. 6. Buildings may be designed for a vertical or horizontal mix of permitting uses. DES/GN RESPONSE: The building will be designed to provide ovemight accommodations and a mix of other associated uses as intended in Beach by Design. Setbacks 8� Stepbacks: 1. Rights-of-way. The area between the building and the edge of the pavement as existing and planned should be sufficiently wide to create a pedestrian-friendly environment. The distances from structures to the edge of the right-of-way should be: DES/GN RESPONSE: 3 PARCEL A I 2014 a) Fifteen feet (15) along arterials, and (Proposed 15 foot on Coronado Drive for an enclosed parking garage) 2. Side and Rear Setbacks Except for the setbacks set forth above, no side or rear setback lines are recommended, except as may be required to comply with the City's Fire Code. DESIGN RESPONSE: 10 foot setbacks are proposed for the side yards that because of the skewed property lines actually vary from a minimum of 10 to 15 feet. The design proposes a 0 foot setback to the west property line; however the west property line is a significant distance from Gulf view Boulevard and flanks the Beach Walk promenade. As stated above, the west building face is designed to align with the two properties to the north, providing continuity to the pedestrian experience along the promenade. 3. Coronado Drive Setbacks and Stepbacks. To reduce upper story massing along the street and ensure a human scale street environment, buildings using the hotel density reserve along Coronado Drive shall be constructed in accordance with the following: a. Buildings constructed with a front setback of fifteen feet (15') or more shall stepback with a minimum depth of fifteen feet (15') from the setback line at a height not more than twenty-five feet (25'). DESIGN RESPONSE: The design proposes a 15 foot setback along Coronado Drive and 75% of the building steps back the additional 15 feet at or below the 25' height. b. Buildings constructed with a front setback greater than or equal to ten feet (10') and less than fifteen feet (15') shall stepback at a height not more than twenty feet (20'). The required stepback/ setback ratio is one and one-half feet (1.5') for every one foot (1') reduction in setback in addition to the minimum stepback of fifteen feet (15'). DESIGN RESPONSE: N/A c. Buildings constructed with a front setback of less than ten feet (10') shall provide a building stepback required stepback/ setback ratio is two and one- half feet (2.5') for every one foot (1') reduction in setback in addition to the minimum stepback of fifteen feet (15'). 4 PARCEL A I 2014 DESIGN RESPONSE: N/A d. To achieve upper story facade variety and articulation, additional stepbacks may be required. To avoid a monotonous streetscape, a building shall not replicate the stepback configuration of the neighboring buildings including those across rig hts-of-way. DESIGN RESPONSE: Currently along Coronado Drive, this design is the only project to propose the required stebacks and stepbacks. Both the Hyatt and City Garage are massed at their full heights along Coronado Drive. e. Required stepbacks shall span a minimum of 75% of the building frontage width. DESIGN RESPONSE: The design provides for the required 75% stepback building frontage. E. Street-Level Facades The human scale and aesthetic appeal of street-level facades, and their relationship to the sidewalk, are essential to a pedestrian-friendly environment. Accordingly: 1. at least sixty percent (60%) of the street level facades of buildings used for nonresidential purposes which abut a public street or pedestrian access way, will be transparent. For the purpose of this standard: a) street level facade means that portion of a building facade from ground level to a height of twelve feet �12�) DESIGN RESPONSE: The proposed design is open for the required minimum 60%. b) transparent means windows or doors that allow pedestrians to see into: the building, or ii. landscaped or hardscaped courtyard or plazas, where street level facades are set back at least fifteen feet (15') from the edge of the sidewalk 5 PARCEL A I 2014 and the area between the sidewalk and the facade is a landscaped or hardscaped courtyard DESIGN RESPONSE: In addition to the required openings, the building is stepped back from a minimum of 15 feet to over 20 feet; thereby the street level fa�ade is 100% open, per the above definifion b ii. c) parking structures should utilize architectural details and design elements such a false recessed windows, arches, planter boxes, metal grillwork, etc. instead of transparent alternatives. When a parking garage abuts a public road or other public place, it will be designed such that the function of the building is not readily apparent except at points of ingress and egress. DESIGN RESPONSE: The vehicles are shielded from view of pedestrians along Gulfview and Coronado Drive and the garage openings are articulated and blended into the overall building design. This parking structure follows some of the design parameters of the adjacent new City parking garage and recently completed Hyatt Hotel. 2. Window coverings, and other opaque materials may cover no more than 10% of the area of any street-level window in a nonresidential building that fronts on a public right-of way. DESIGN RESPONSE: N/A 3. Building entrances should be aesthetically inviting and easily identified. Goods for sale will not be displayed outside of a building, except as a permitted temporary use. This standard does not apply to outdoor food service establishments. DESIGN RESPONSE: N/A 4. Awnings and other structures that offer pedestrians cover from the elements are recommended. Awnings help define entryways and provide storefront identity to both pedestrians and drivers. DESIGN RESPONSE: N/A 6 PARCEL A I 2014 F. Parking Areas To create a well-defined and aesthetically appealing street boundary, all parking areas will be separated from public rights of way by a landscaped decorative wall, fence or other opaque landscape treatment of not less than three feet (3') and not more than three and one-half feet (3'/2') in height. Surface parking areas that are visible from public streets or other public places will be landscaped such that the parking areas are defined more by their landscaping materials than their paved areas when viewed from adjacent property. The use of shade trees is encouraged in parking lots. However, care should be taken to choose trees that do not drop excessive amounts of leaves, flowers, or seeds on the vehicles below. Entrances to parking areas should be clearly marked in order to avoid confusion and minimize automobile-pedestrian conflicts. Attractive signage and changes to the texture of the road (such as pavers) are recommended. When a parking garage abuts a public road or other public place, it will be designed such that the function of the building is not readily apparent except at points of ingress and egress. DESIGN RESPONSE: Vehicles are shielded on both the east and west public frontages. G. Signage Signage is an important contributor to the overall character of a place. However, few general rules apply to signage. Generally, signage should be creative, unique, simple, and discrete. Blade signs, banners and sandwich boards should not be discouraged, but signs placed on the sidewalk should not obstruct pedestrian traffic. DESIGN RESPONSE: N/A H. Sidewalks Sidewalks along arterials and retail streets should be at least ten feet (10') in width. All sidewalks along arterials and retail streets will be landscaped with palm trees, spaced to a maximum of thirty-five feet (35') on centers, with "clear grey" of not less than eight feet (8'). Acceptable palm trees include sabal palms (sabal palmetto), medjool palms (phoenix dactylifera `medjool'), and canary island date palms (phoenix canariensis). Sidewalks along side streets will be landscaped with palms (clear 7 1. 2. PARCEL A I 2014 trunk of not less than eight feet (8')) or shade trees, spaced at maximum intervals of thirty-five feet (35') on centers. Portions of required sidewalks may be improved for nonpedestrian purposes including outdoor dining and landscape material, provided that: movement of pedestrians along the sidewalk is not obstructed; and non-pedestrian improvements and uses are located on the street side of the sidewalk. Distinctive paving patterns should be used to separate permanent sidewalk cafe improvements from the pedestrian space on the sidewalk. To enhance pedestrian safety and calm traffic, distinctive paving should also be used to mark crosswalks. DESIGN RESPONSE: Proposed sidewalks will have at a minimum four different paver styles as well as concrefe to separate the cafe and plaza areas. I. Street Furniture and Bicycle Racks Street furniture, including benches and trash receptacles should be liberally placed along the sidewalks, at intervals no greater than thirty linear feet (30') of sidewalk. Bicycle racks should also be provided, especially near popular destinations, to promote transportation alternatives. Complicated bicycle rack systems should be avoided. The placement of street furniture and bicycle racks should not interrupt pedestrian traffic on the sidewalk. DESIGN RESPONSE: Street Benches and trash receptacles area proposed along Coronado Drive. J. Street Lighting Street lighting should respond to the pedestrian-oriented nature of a tourist destination. In this context, it should balance the functional with the attractive — providing adequate light to vehicular traffic, while simultaneously creating intimate spaces along the sidewalks. Clearwater's historic lighting is an attractive, single-globe fixture atop a cast-iron pole. DESIGN RESPONSE: N/A K. Fountains S PARCEL A 12014 Fountains provide attractive focal points to public spaces and add natural elements to urban environments. They should be interesting, engaging and unique. While it is important not to overburden architectural creativity regarding fountains, they should meet at least the following standards in order to be a functional and attractive component of the public space: 1. They should be supplemented with street furniture such as benches and trash receptacles, and 2. They should have rims that are: a. Tall enough to limit unsupervised access by small children, and b. Wide enough to permit seating. Fountains should be encouraged in landscaped and hardscaped courtyards and plazas. DESIGN RESPONSE: N/A All proposed sidewalks are 10 feet wide or greater. L. Materials and Colors 1. Facades Finish materials and building colors will reflect Florida or coastal vernacular themes. All awnings should contain at least three (3) distinct colors. Bright colors will be limited to trims and other accents. Glass curtain walls are prohibited. DESIGN RESPONSE: The proposed design complies with the Beach by Design guidelines and proposes a palate of white finished building walls, blue/gray glazing, and a variety of coastal colored fixtures and furnishings. 2. Sidewalks Sidewalks will be constructed of: a. Pavers; b. Patterned, distressed, or special aggregate concrete; or c. Other finished treatment that distinguishes the sidewalks from typical suburban concrete sidewalks. Materials should be chosen to minimize the cost and complexity 9 � PARCEL A I 2014 of maintenance. DESIGN RESPONSE: Proposed sidewalks will have at a minimum four different paver styles as well as concrete. 3. Street Furniture Street furniture will be constructed of low-maintenance materials, and will be in a color that is compatible with its surroundings. DESIGN RESPONSE: N/A. 4. Color Palette A recommended palette for building colors is presented on the following page. DESIGN RESPONSE: The design incorporates colors from the BbD pallatte. 10 .� � HOTEL DENSITY FSERVE DEVFLOPMENT AGREEMENT THIS HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT ("Agreement") is dated the day of , 2014, and entered into between MAINSTREAM PARTNERS VIII, LTD. ("Developer"), its successors and assigns, and the CITY OF CLEARWATER, FLORIDA, a municipal corporation 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 special area plan for the revitalization of Clearwater Beach adopted under the provisions of the Florida Growth Management Act, Florida Statutes Chapter 163, Part II, and entitled Beach by Design; and WHEREAS, Florida Statutes Sections 163.3220 - 163.3243, 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 the development of hotel units to equalize development opportunities on the beach and ensure Clearwater Beach remains a quality, family resort community, and further provided for a limited pool of additional hotel units ("Hotel Density Reserve") to be made available for such mid-sized hotel projects; and WHEREAS, the Developer owns 1.6 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 Eighty (180) 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, the Property has not previously acquired density from the Destination Resort Density Pool; and WHEREAS, upon completion the planned resort will contain 180 overnight accommodation units, which includes 100 units from the available Hotel Density Reserve ("Reserve Units"); and ~ M WHEREAS, the City has conducted such public hearings as are required by and in accordance with Florida Statutes Section 163.3225, Code Sections 4-206 and 4-606, and any other applicable law; and WHEREAS, the City has determined that, as of the date of this Agreement, the proposed project is consistent with the City's Comprehensive Plan and Land Development Regulations; and WHEREAS, at a duly noticed and convened public meeting on , 2014, the City Council approved this Agreement and authorized and directed its execution by the appropriate officials of the City; and WHEREAS, approval of this Agreement is in the interests of the City in furtherance of the City's goals of enhancing the viability of the resort community and in furtherance of the objectives of Beach by Design; and WHEREAS, Developer has approved this Agreement and has duly authorized certain individuals to execute this Agreement on Developer's behalf. STATEMENT OF AGREEMENT In consideration of and in reliance upon the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound and in accordance with the Act and Code, agree as follows: SECTION 1. Re i als. The above recitals are true and correct and are a part of this Agreement. SECTION 2. Incornoration 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. Pronertv Subject to this A�reement. The Property described in Exhibit "A" is subject to this Agreement ("Property"). 3.1 The Property currently has a land use designation of Resort Facilities High and is zoned Tourist (T). 3.2. The Property is owned in fee simple or under contract to be owned in fee simple by the Developer. 3.3 The Property is generally located at 325 S. Gulfview Blvd., and 326 Coronado Drive, Clearwater, FL 33767, as further described in Exhibit "A". � SECTION 4. Scone of Project. 4.1 The Project shall consist of 180 overnight accommodation units. Of the 180 overnight accommodation units, 100 units shall be from the Hotel Density Reserve. 4.2 The Project shall include a minimum of 216 parking spaces, as defined in the Code. 4.3 The design of the Project, as represented in Exhibit "B", is consistent with Beach by Design. 4.4 The density of the Project shall be 113 units per acre. In no instance shall the density of a parcel of land exceed 150 units per acre. The height of the Project shall be 140 feet measured from Base Flood Elevation, as defined in the Code. The maximum building heights of the various character districts cannot be increased to accommodate hotel rooms allocated from the Hotel Density Reserve. SECTION 5. Effective Date/Duration of this Agreement. 5.1 This Agreement shall not be effective until this Agreement is properly recorded in the public records of Pinellas County, Florida pursuant to Florida Statutes Section 163.3239 and Code Section 4-606. 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 Economic Opportunity a copy of the recorded Agreement within fourteen (14) days after the Agreement is recorded. 5.3 This Agreement shall continue in effect for ten (10) years unless earlier terminated as set forth herein. SECTION 6. Obli�ations 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 ar assigns. 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 Code applicable at the time of building permit review. Property: 6.1.3 The following restrictions shall apply to development of the � � 6.1.3.1 To retain the grant of Reserve Units provided for herein, the Property and improvements located thereon shall be developed in substantial conformance with the Conceptual Site Plan attached as Exhibit "B". Any modifications determined by the Planning Director as either inconsistent with attached Exhibit "B" or constituting a substantial deviation from attached Exhibit "B" shall require an amendment to this Agreement in accordance with the procedures of the Act and the Code, as necessary and applicable. Any and all such approved and adopted amendments shall be recorded in the public records of Pinellas County, Florida. 6.1.3.2 The Developer shall obtain appropriate site plan approval pursuant to a Level One or Level Two development application within one (1) year from the effective date of this Agreement in accordance with the provisions of the Code, and shall then obtain appropriate permits and certificates of occupancy in accordance with the provisions of the Code. Nothing herein shall restrict Developer from seeking an extension of site plan approval or other development orders pursuant to the Code or state law. In the event that work is not commenced pursuant to issued permits, or certificates of occupancy are not timely issued, the City may deny future development approvals and/or certificates of occupancy for the Project, and may terminate this Agreement in accordance with Section 10. 6.1.3.3 The Developer shall execute, prior to commencement of construction, a mandatory evacuation/closure covenant, substantially in the form of Exhibit "C", stating that the accommodation use will close 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 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 all or a portion of the Developer's Property in the event that Developer determines not to construct the Project. It is understood and agreed that, in the event that the Developer enters into the anticipated covenant of unified use and development, and the Developer elects not to construct the Project and notifies the City of its election in writing, and, alternatively, as of the date of expiration, termination or revocation no rights of Developer remain or will be exercised 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. 6.1.5 Return of Units to Reserve Pool. Any Reserve Units granted to Developer not timely constructed in conjunction with the Project shall be returned to the Hotel Density Reserve and be unavailable to Developer for use on the Project. � 6.1.6 Transient Use. 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. Access to overnight accommodation units must be provided through a lobby and internal corridor. All units in the hotel shall be made available to the public as overnight transient hotel guests at all times through the required hotel reservation system. Occupancy in the hotel is limited to a term of less than one (1) month or thirty-one (31) consecutive days, whichever is less. Units in the hotel shall not be used as a primary or permanent residence. 6.1.7 No Full Kitchens. No unit shall have a complete kitchen facility as that term is used in the definition of "dwelling unit" in the Code. 6.1.8 Ins�ection of Records. Developer shall make available for inspection to authorized representatives of the City its books and records pertaining to each Hotel Density Reserve unit upon reasonable notice to confirm compliance with these regulations as allowed by general law. 6.1.9 Compliance with Design Guidelines. The Developer agrees to comply with the Design Guidelines as set forth in Section VII. of Beach by Design. 6.2 Obligations 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 applications referenced in Section 6.2.1 is subject to: 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 iiled, at the conclusion of such appeal. 6.23 Upon adoption of this Agreement, the Project shall receive 100 units from the Hotel Density Reserve as defined in Beach by Design, contingent upon the provisions of Section 6.1.5. 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. P»hlic Facilities to Service Develonment. 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. The requirements for concurrency as set forth in Article 4, Division 9, of the Code, have been satisfied. 7.1 Potable water is available from the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.2 Sewer service is currently provided by the City. The Developer shall be responsible for all necessary main extensions and applicable connection fees. 7.3 Fire protection from the City. 7.4 Drainage facilities for the Property will be provided by the Developer at the Developer's sole expense. 7.5 The Project shall comply with the Metropolitan Planning Organization's [MPO] or its successor's countywide approach to the application of concurrency management for transportation facilities, and the transportation analysis conducted for the Project shall include the following: • Recognition of standard data sources as established by the MPO; • Identification of level of service (LOS) standards for state and county roads as established by the MPO; • Utilization of proportional fair-share requirements consistent with Florida Statutes 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. 7.6 All improvements associated with the public facilities identified in Subsections 7.1 through 7.5 shall be completed prior to the issuance of any certificate of occupancy. 7.7 Developer agrees to provide a cashier's check, a payment and performance bond, or letter of credit in the amount of 115% of the estimated costs 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 this Agreement. Such construction shall be completed priar to issuance of a Certificate of Occupancy for the Project. SECTION 8. Rg�uired Local Government Annrovals. The required local government development approvals for development of the Property include, without limitation, the following: 8.1 Site plan approval(s) and associated utility licenses, access, and right-of- way utilization permits; 8.2 Construction plan approval(s); 8.3 Building permit(s); 8.4 Certificate(s) of occupancy; and 8.5 Vacation of the Gulfview right of way adjacent to the westerly lot line of the Property. SECTION 9. Findin� of Consistency. The City finds that development of the Property is consistent with the terms this Agreement is consistent with the City Comprehensive Plan and the Code. SECTION 10. Termination. If the Developer's obligations set forth in this Agreement are not followed in a timely manner, as reasonably determined by the City Manager, after notice to the Developer and an opportunity to be heard, existing permits shall be administratively suspended and issuance of new permits suspended until the Developer has fulfilled its obligations. Failure to timely fulfill its obligations may serve as 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. Except in the case of termination, until ten (10) years after the date of this Agreement, the City may apply laws and policies adopted subsequently to the Effective Date of this Agreement if the City has held a public hearing and determined: (a) They are not in conflict with the laws and policies governing the Agreement and do not prevent development of the land uses, intensities, or densities in the Agreement; (b) They are essential to the public health, safety, or welfare, and expressly state that they shall apply to a development that is subject to a development agreement; (c) They are specifically anticipated and provided for in this Agreement; (d) The City demonstrates that substantial changes have occurred in pertinent conditions existing at the time of approval of this Agreement; or (e) This Agreement is based on substantially inaccurate information provided by the Developer 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 ar desired to be given under this Agreement shall be given to the parties by hand delivery, by nationally recognized overnight courier service such as Federal Express, or by certified mail, return receipt requested, addressed as follows (copies as provided below shall be required for proper notice to be given): If to the Developer: Mainstream Partners VIII, LTD. 10165 NW 19th Street Miami, FL 33172-2529 With Copy to: Mr. Antonio Fernandez Mainstream Partners VIII, LTD. 2552 22°d Ave. 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 third (3`d) day following deposit in the United States mail, certified mail, return receipt requested. The parties may change the addresses set forth above (including the addition of a mortgagee to receive copies of all notices), by notice in accordance with this Section. SECTION 14. Assi�nments. 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 priar 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 ar through a joint venture or other arrangement shares equal management rights and maintains such controlling interest or equal management rights shall not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or transfers imposed by this Agreement, provided, however, that notice of such assignment shall be given by the Developer to the City not less than thirty (30) days prior to such assignment being effective and the assignee shall be bound by the terms of this Agreement to the same extent as would the Developer in the absence of such assignment. 14.1.4 No assignee, purchaser, sublessee or acquirer of all or any part of the Developer's rights and obligations with respect to any one Parcel shall in any way be obligated or responsible for any of the Developer's obligations with respect to any other Parcel by virtue of this Agreement unless and until such assignee, purchaser, sublessee or acquire has expressly assumed the Developer's such other obligations. 142 Successors and Assigns. The terms herein contained shall bind and inure to the beneiit 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-Comg,liance. 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. C'nv nant of Cooneration. The parties shall cooperate with and deal with each other in good faith and assist each other in the performance of the provisions of this Agreement and in achieving the completion of development of the Property. SECTION 17. Annrovals. Whenever an approval or consent is required under ar 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. C'`Lnletion of Agreement. Upon the completion of performance of this Agreement or its revocation or termination, a statement evidencing such completion, revocation or termination shall be signed by the parties hereto and recorded in the official records of the City. SECTION 19. Entire Agreement. This Agreement (including any and all Exhibits attached hereto all of which are a part of this Agreement to the same extent as if such Exhibits were set forth in full in the body of this Agreement), constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof. SECTION 20. Construction. The titles, captions and section numbers in this Agreement are inserted for convenient reference only and do not deiine or limit the scope or intent and should not be used in the interpretation of any section, subsection or provision of this Agreement. Whenever the context requires or permits, the singular shall include the plural, and plural shall include the singular and any reference in this Agreement to the Developer includes the Developer's successors or assigns. This Agreement was the production of negotiations between representatives for the City and the Developer and the language of the Agreement should be given its plain and ordinary meaning and should not be strictly construed against any party hereto based upon draftsmanship. If any term or provision of this Agreement is susceptible to more than one interpretation, one or more of which render it valid and enforceable, and one or more of which would render it invalid or unenforceable, such term or provision shall be construed in a manner that would render it valid and enforceable. SECTION 21. Partial Invaliditv. If any term or provision of this Agreement or the application thereof to any person or circumstance is declared invalid or unenforceable, the remainder of this Agreement, including any valid portion of the invalid term or 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, 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 are 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. Governin� Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida. SECTION 24. Countergarts. This Agreement may be executed in counterparts, all of which together shall continue one and the same instrument. SECTION 25. Amendment. This Agreement may be amended by mutual written consent of the City and the Developer so long as the amendment meets the requirements of the Act, applicable City ordinances, and Florida law. IN WITNESS WHEREOF, the parties have hereto executed this Agreement the date and year first above written. In the Presence of: MAINSTREAM PARTNERS VIII, LTD., 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 li Edward W. Easton, President CITY OF CLEARWATER, FLORIDA C 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 , 2014, 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: PARCEL A I 2014 ATTACHMENT A MAINSTREAM "A" LEGAL DESCRIPTION DESCRIPTION: (AS PROVIDED BY CLIENT) PROJECT AREA - PARCEL "A" PARCEL 10: LOT 111 AND THE NORTHERLY 1/2 OF LOT 112, THE LLOYD-WHITE- SKINNER SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 13, PAGES 12 AND 13, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 11: THE SOUTHERLY 1/2 OF LOT 112 AND ALL OF LOTS 113, 114, 115, 116 AND 117, THE LLOYD-WHITE-SKINNER SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 13, PAGES 12 AND 13, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; AND LOTS 63 THROUGH 66, INCLUSIVE, THE LLOYD-WHITE-SKINNER SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 13, PAGES 12 AND 13, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. TOGETHER WITH THE FOLLOWING PROPOSED GULF VIEW BOULEVARD RIGHT-OF-WAY VACATION: THE EASTERLY 35.00 FEET OF THE GULF VIEW BOULEVARD RIGHT-OF-WAY (70.00 FEET TOTAL WIDTH PER PLAT), LOCATED ADJACENT TO THE WESTERLY LINE OF LOTS 63 THROUGH 66, INCLUSIVE, THE LLOYD-WHITE-SKINNER SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 13, PAGES 12 AND 13 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PROPOSED RiGHT-OF-WAY VACATION ADDED PER DIRECTION OF CLIENT. CONTAINING 1.60 ACRES MORE OR LESS. 1 � 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 , 2014, 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-size 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 hotels 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 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 , 2014, 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: 1. Benefit and Enforcement. These covenants and restrictions are made for the benefit of Developer and its successors and assigns and shall be enforceable by them and also for the benefit of the residents of the City and shall be enforceable on behalf of said residents by the City Council of the City. 2. Covenant of Develo�ment, Use and Operation. Developer hereby covenants and agrees to the development, use and operation of the Real Property in accardance 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 units, which is the number of hotel units allocated to Developer from the Hotel Density Reserve, shall be used solely for transient occupancy of one month or thirty (30) consecutive days or less, must be licensed as a public lodging establishment and classified as a hotel, and must be operated by a single licensed operator of the hotel. All other units shall be licensed as a public lodging establishment. No unit shall be used as a primary or permanent residence. Access to overnight accommodation units must be provided through a lobby and internal corridor. 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. All hotel units shall be required to be submitted to a rental program requiring all hotel units to be available for members of the public as overnight hotel guests on a transient basis at all times. No unit shall have a complete kitchen facility as that term is used in the definition of "dwelling unit" in the Code. Developer shall make available for inspection to authorized representatives of the City its books and records pertaining to each Hotel Density Reserve unit upon reasonable notice to confirm compliance with these regulations as allowed by general law. The Developer agrees to comply with the Design Guidelines as set forth in Section VII. of Beach by Design. 2.1.2 As used herein, the terms "transient occupancy," "public lodging establishment," "hotel", and "operator" shall have the meaning given to such terms in Flarida Statutes Chapter 509, Part I. 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 farecast 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 ar is terminated. 4 Governing Law. This Declaration shall be construed in accordance with and governed by the laws of the State of Florida. 5 Recardin�. This Declaration shall be recorded in the chain of title of the Real Property with the Clerk of the Courts of Pinellas County, Florida. 6 Attorneys' Fees. Developer shall reimburse the City for any expenses, including reasonable attorneys' fees, which are incurred by the City in the event that the City determines that it is necessary and appropriate to seek judicial enforcement of this Declaration and the City obtains relief, whether by agreement of the parties or through order of a court of competent jurisdiction. 7 Severability. If any provision, or part thereof, of this Declaration or the application of this Declaration to any person or circumstance will be or is declared to any extent to be invalid or unenforceable, the remainder of this Declaration, ar the application of such provision or portion thereof to any person or circumstance, shall not be affected thereby, and each and every other provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, Developer has caused this Declaration to be executed this _ day of , 2014. In the Presence of: 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: Print Name Edward W. Easton, President Print Name As to "Developer" � CITY OF CLEARWATER, FLORIDA C Print Name: City Manager Print Name As to "City" Attest: Rosemarie Call, CMC, City Clerk Countersigned: George N. Cretekos, Mayor Approved as to Form: Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS William B Home II, The foregoing Declaration was acknowledged before me this day of , 2014, 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 , 2014, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Flarida, who is [] personally known to me or who has [ ] produced as identification. My Commission Expires: Print: Notary Public — State of Florida � EXHIBIT "D" COVENANT OF UNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: ('�VENANT OF UNIFIED USE THIS COVENANT OF LTNIFIED USE (the "Covenant") is executed this day of , 2014, by ("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 Hotel Density Reserve Development Agreement dated , 201_ (the "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 Agreement (the "Project"); and WHEREAS, Developer intends to develop and operate the Real Property for a unified use, as more particularly described in this Covenant. 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 limited-service hotel project, as described in the 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 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. Developer agrees that the City shall have the right to enforce the terms and conditions of this Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator. LTD., IN WITNESS WHEREOF, Developer has caused this Agreement to be executed this day of , 2014. In the Presence of: Print Name Print Name As to "Developer" FLORIDA Print Name: Print Name As to "City" MAINSTREAM PARTNERS VIII, a Florida limited partnership By: MAINSTREAM GP, LLC, its General Partner By: EDWARD W. EASTON & COMPANY, INC., its Managing Member : Edward W. Easton, President CITY OF CLEARWATER, : William B Home II, City Manager Attest: Rosemarie Call, CMC, City Clerk Countersigned: Gearge 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 , 2014, 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 ar 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 , 2014, 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 SHEDULE A THE NORTHERLY 80.00 FEET OF LOTS 8, AND 9, 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. THE NORTHERLY 80.00 FEET OF LOTS 12 AND 13, 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. LOT 111 AND THE NORTHERLY 1/2 OF LOT 112, THE LLOYD-WHITE-SKINNER SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 13, PAGES 12 AND 13, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. THE SOUTHERLY 1/2 OF LOT 112 AND ALL OF LOTS 113, 114, 115, 116 AND 117, THE LLOYD-WHITE-SKINNER SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 13, PAGES 12 AND 13, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; AND LOTS 63 THROUGH 66, INCLUSIVE, THE LLOYD-WHITE-SKINNER SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 13, PAGES 12 AND 13, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. THE EASTERLY 35.00 FEET OF GULF VIEW BOULEVARD - PLAT (GULFVIEW BLVD.- FIELD, 70.00 FOOT RIGHT OF WAY, PER PLAT), ADJOINING LOTS 63 THROUGH 66, LLOYD-WHITE-SKINNER SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 13, PAGES 12 AND 13, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. 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