Loading...
06/02/2014Monday, June 2, 2014 1:00 PM City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 Council Chambers Council Worksession Work Session Agenda June 2, 2014Council Worksession Work Session Agenda 1. Call to Order 2. Presentations 2014 North Pinellas Top Ops Competition Awards2. 1 3. City Manager Provide direction for City Council travel and training within the FY 2014-15 Budget. 3.1 Approve Purchase Contract between Paradise Group, LLC, of Safety Harbor, Florida and The City of Clearwater , Florida Concerning the Design, Finance Construction, Ownership and Operation of a Parking Garage and Retail complex at the Rear of the Pelican Walk Retail Center on Poinsettia Street, authorize the appropriate officials to execute same, and direct staff to negotiate and prepare the necessary documents to implement the terms and conditions of the Purchase Contract. 3.2 4. Economic Development and Housing Authorize the Agreement for Development and Purchase and Sale of Property between the Community Redevelopment Agency of the City of Clearwater and Prospect Park Development, LLC for the limited purposes of conveyance of property, granting of easements required for construction of the project, and entry into a Park Access Agreement and authorize the appropriate officials to execute same . (consent) 4.1 5. Parks and Recreation Approve Concession Operations Agreement from July 1, 2014 through June 30, 2015 with Edward Bates, individually, d/b/a Kinney’s Kitchen (Kinney's), to provide food concession services for programs and activities held at the EC Moore Softball Complex and authorize the appropriate officials to execute same . (consent) 5.1 Approve an Operational Support Agreement between the University of South Florida, Board of Trustees (USF) and the City of Clearwater (City), to offer major college softball tournaments in Clearwater at the EC Moore Softball Complex and authorize the appropriate officials to execute same. (consent) 5.2 6. Engineering Approve a work order to Engineer of Record (EOR) McKim & Creed, Inc. in the amount of $102,061.30 to provide Construction Engineering and Inspection (CEI) services related to the East Water Reclamation 6.1 Page 2 City of Clearwater Printed on 5/30/2014 June 2, 2014Council Worksession Work Session Agenda Facility (WRF) Generator and Marshall St. WRF Lab Electrical Improvements Project (11-0025-UT); and authorize the appropriate officials to execute same . (consent) Approve a supplemental work order to Engineer of Record (EOR) King Engineering Associates, Inc. in the amount of $79,687.00 for the East WRF Effluent Filters Rehabilitation (13-0014-UT) and authorize the appropriate officials to execute same . (consent) 6.2 7. Planning Provide direction on the proposed Development Agreement between Mainstream Partners VIII, LTD. (the property owner) and the City of Clearwater, providing for the allocation of 96 units from the Hotel Density Reserve under Beach by Design and confirm a second public hearing in City Council Chambers before City Council on June 5, 2014 at 6:00 p.m., or as soon thereafter as may be heard. (HDA2013-08005) 7.1 Provide direction on the proposed Development Agreement between Decade Gulf Coast Hotel Partners, L.P. and J.K. Gulfview LLC. (the property owners) and the City of Clearwater, providing for the allocation of 30 units from the Hotel Density Reserve under Beach by Design and confirm a second public hearing in City Council Chambers before City Council on June 19, 2014 at 6:00 p.m., or as soon thereafter as may be heard. (HDA2014-04002) 7.2 Approval of a Development Agreement between Mainstream Partners VIII, LTD (the property owner) and the City of Clearwater, providing for the allocation of 100 units from the Hotel Density Reserve under Beach by Design; adopt Resolution 14-11, and authorize the appropriate officials to execute same . (HDA2013-08004) 7.3 8. Public Utilities Approve a Blanket Purchase Order to SNF Polydyne Inc., of Riceboro, GA, in the amount of $449,322.30, for Polymer Services for a one-year period, and authorize the appropriate officials to execute same . (consent) 8.1 9. Solid Waste Award a contract (purchase order) to Sage Eco Solutions, Inc. of Riverview, FL in the amount of $252,500 for the hauling of yard waste from the City’s solid waste facility to the contractor’s facility for the period June 5, 2014 through June 4, 2015 as provided in the City’s Code of Ordinances, Section 2.561 and authorize the appropriate officials to execute same. (consent) 9.1 Page 3 City of Clearwater Printed on 5/30/2014 June 2, 2014Council Worksession Work Session Agenda 10. Official Records and Legislative Services Reappoint Peggy Cutkomp as the Real Estate Professional in connection with Affordable Housing and appoint Kristin Dailey as the Employer’s Representative to the Neighborhood and Affordable Housing Advisory Board with terms to expire June 30, 2018. (consent) 10.1 11. Legal Amend Section 3-1508 of the Community Development Code of the City of Clearwater to clarify prohibited noises and pass Ordinance 8570-14 on first reading. 11.1 Adopt Ordinance 8558-14 on second reading, annexing certain right-of-way located on Belcher Road, north of Sunset Point Road to Montclair Road, including all of the right-of-way within the intersection of North Belcher Road, Montclair Road, and Old Coachman Road into the corporate limits of the city and redefining the boundary lines of the city to include said addition. 11.2 Adopt Ordinance 8559-14 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain right-of-way located on Belcher Road, north of Sunset Point Road to Montclair Road, including all of the right-of-way within the intersection of North Belcher Road, Montclair Road, and Old Coachman Road, upon annexation into the City of Clearwater, as Residential Medium (RM). 11.3 Adopt Ordinance 8560-14 on second reading, amending the Zoning Atlas of the city by zoning certain right-of-way located on Belcher Road, north of Sunset Point Road to Montclair Road, including all of the right-of-way within the intersection of North Belcher Road, Montclair Road, and Old Coachman Road, upon annexation into the City of Clearwater, as Medium High Density Residential (MHDR). 11.4 Adopt Ordinance 8564-14 on second reading, annexing certain real property whose post office addresses are 1278 Palm Street and 2017 North Betty Lane, all in Clearwater, Florida, 33755, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. 11.5 Adopt Ordinance 8565-14 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain real property whose post office addresses are 1278 Palm Street and 2017 North Betty Lane, all in Clearwater, Florida, 33755, upon annexation into the City of Clearwater, as Residential Urban (RU). 11.6 Adopt Ordinance 8566-14 on second reading, amending the Zoning 11.7 Page 4 City of Clearwater Printed on 5/30/2014 June 2, 2014Council Worksession Work Session Agenda Atlas of the city by zoning certain real property whose post office addresses are 1278 Palm Street and 2017 North Betty Lane, all in Clearwater, Florida, 33755, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). 12. City Manager Verbal Reports 13. Council Discussion Item Lake Belleview Fishing Pier in Ross Norton Park - Councilmember Jonson 13.1 Brief update on Pinellas Suncoast Transit Authority Service Adjustments - Councilmember Jonson 13.2 14. Closing Comments by Mayor 15. Adjourn 16. Presentation(s) for Council Meeting World Refugee Day Proclamation - Amira Salama, Exec. Dir. Coptic Orthodox Charities, Inc. 16.1 National Homeownership Month Proclamation - Terry Malcolm Smith and Jerry Spilatro 16.2 Code Enforcement Officers’ Appreciation Week Proclamation16.3 Immigration Heritage Month Proclamation, June 201416.4 Page 5 City of Clearwater Printed on 5/30/2014 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-210 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: PresentationIn Control: Council Worksession Agenda Number: 2. 1 SUBJECT/RECOMMENDATION: 2014 North Pinellas Top Ops Competition Awards SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 5/30/2014 Contests Time / Score City/ County/ Town Team Name or Individual Winner Competitor Competitor Competitor Competitor Safety Harbor 1st Place 2:48 [min:sec]Pinellas Park Getting' Wet Ricky Dillard Bryan Creger Jason Hicks Tim Beach 2nd Place 4:00 [min:sec]Clearwater The Water Boys Kyle Wilson Charles McAbeeMatt Dombrowski Brody Burke 1st Place 48 [sec]Clearwater Kenny's Rippers Kendrix Anderson Jason Gray Orlando Rivas Phil Horne 2nd Place 50 [sec]Dunedin The Team to Beat Joe McLemore Mike Blanton RJ Wicks WASTEWATER OPERATOR CHALLENGE 1st Place 1200 [points]St. Petersburg Rusty Pelicans Latisha Staley Joe Mullen Reggie C.-Wilson 2nd Place 800 [points]Clearwater Cleanin' Up Carl Allison Jackie Calder 1st Place Championship Round Oldsmar These Guys Sammy Cruz Paul Noeske Pelham Golden 2nd Place Championship Round Clearwater A-Team John Conyer Chris Owens 1st Place 57 [sec]Clearwater Steve Martindale 2nd Place 59 [sec]Clearwater Davon Watson 1st Place 28 [sec]Dunedin Mike Blanton 2nd Place 29 [sec]Clearwater Todd Kuhnel 1st Place 1:59 [min:sec]Oldsmar Adam Rogue 2nd Place 2:01 [min:sec]Clearwater Laura Davis 1st Place 3:15 [min:sec]Dunedin Jorge Quintas 2nd Place 3:46 [min:sec]Clearwater Tracy Mercer Hot Dog - WINNER 8.5 [hot dogs]Clearwater Bill Goehring Motorcycle - WINNER 15 [votes]Largo Scot Fiedler Overall WINNER 10 [Trophies]Clearwater ADMIN CHALLENGE - BACKHOE EGG DROP TOP OPS COMPETITION - WINNER TALLY - 2014 Clearwater keeps the overall traveling trophy they won last year! WATER OPERATOR CHALLENGE Best Tasting Water - WINNER HARD TAP FUN TAP METER MADNESS BACKHOE EGG DROP VAC TRUCK BASKETBALL Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-180 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: City Manager's Office Agenda Number: 3.1 SUBJECT/RECOMMENDATION: Provide direction for City Council travel and training within the FY 2014-15 Budget. SUMMARY: During recent discussion of the City Council Policies, questions were raised about the travel and training policy and amounts provided for the Mayor and individual Council members’ expenses. As provided within the City Charter, Council members shall be reimbursed their actual and necessary expenses incurred in the performance of their duties of office : Section 2.04. Compensation and expenses . The council may determine the annual salary of council members and the mayor by ordinance. No ordinance increasing such salary shall become effective until the date of commencement of the terms of council members elected at the next regular election, occurring at least six months following the adoption of such ordinance. Council members shall be reimbursed their actual and necessary expenses incurred in the performance of their duties of office . City Council Policies provides the following guidance: City Council F. Council travel . Payment for travel expenses shall be in keeping with the charter and City’s travel code . Specific amounts of the Council’s travel budget shall be allocated to each Councilmember during the annual budget preparations. At the end of the fiscal year, Council members shall provide a report detailing the year’s travel. Council approval shall be obtained prior to any member exceeding their annual allocation for travel. Staff is preparing the City Manager’s recommended budget for FY 2014-15 and requests direction as to any changes in the City Council’s travel and training expenses . At present, each Council member is individually provided $800 for travel and training. The Mayor is provided with $4,760. APPROPRIATION CODE AND AMOUNT: 09101-547200 Mayor Cretekos $4,760 09102-09105-547200 Council Members Hock-Dipolito, Hamilton, Jonson and Polglaze $800/each Page 1 City of Clearwater Printed on 5/30/2014 File Number: ID#14-180 Page 2 City of Clearwater Printed on 5/30/2014 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-181 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: City Manager's Office Agenda Number: 3.2 SUBJECT/RECOMMENDATION: Approve Purchase Contract between Paradise Group, LLC, of Safety Harbor, Florida and The City of Clearwater, Florida Concerning the Design, Finance Construction, Ownership and Operation of a Parking Garage and Retail complex at the Rear of the Pelican Walk Retail Center on Poinsettia Street, authorize the appropriate officials to execute same , and direct staff to negotiate and prepare the necessary documents to implement the terms and conditions of the Purchase Contract. SUMMARY: Beach by Design, the City Redevelopment Plan for Clearwater Beach, identified the parcel located behind the Pelican Walk Retail Center on Poinsettia Street as a strategic location for a public parking garage to facilitate achievement of the Plan intent to revitalize the Beach, and particularly the Marina District, by increasing visitor/beachgoer/employee parking in the Mandalay /Marina areas as well as freeing up the development potential of the small, waterfront parcels along East Shore through the ready availability of proximate off -street parking. Negotiations with owners of the subject parcel have occurred periodically since 2002, but, due to a variety of economic and business circumstances, failed to produce an agreement to allow construction of the garage. During this same period, however, the need for parking, from both visitor/beachgoer/employee and East Shore development potential standpoints, have continued to increase. The need for a parking structure has become evident, and the strategic location of the Pelican Walk parcel has taken on heightened significance . Councilmembers have throughout this period indicated to staff the perceived strategic importance of the garage/garage site and urged staff to bring forward for council consideration any viable deal structures that could result in construction of a public parking structure to address the above-stated needs/objectives. Recently, Paradise Group, LLC obtained a purchase option on the Pelican Walk Retail Center and Poinsettia Street lot and approached the City to discuss a structure to allow construction of the Beach by Design - recommended parking structure in conjunction with a repositioning of the Pelican Walk Retail Center . Their purchase option expires on June 15, 2014, necessitating an expeditious response by the parties. Paradise Group, LLC and City staff met to discuss parameters of a deal structure to meet developer requirements to complete acquisition of the complex, as well as city financial, legal and policy constraints. A Term Sheet was agreed to which memorialized the results of those discussions. The Term Sheet was subsequently unanimously adopted by the City Council at Page 1 City of Clearwater Printed on 5/30/2014 File Number: ID#14-181 their meeting and staff was directed to negotiate and prepare the necessary documents to implement the terms and conditions of the Term Sheet . The Purchase Contract is the first of the implementing documents. Under normal circumstances, the Purchase Contract would be presented to City Council for consideration with the Development Agreement , and subsequent to CDB (Community Development Board) approval of the Development Order and Development Agreement . However, since it has been impossible to schedule CDB approval, or to complete a Development Agreement prior to the approaching expiration date of the Purchaser’s option , the Purchaser is seeking a modicum of security that the major component of the project, the City purchase of 450 space parking condominium at the negotiated price, has support of the City Council before his purchase option is exercised. Thus, the Purchase Contract attempts to afford the Paradise Group the next level of city commitment, while realizing that a schedule of subsequent and intermediate approvals will be required before the City is in a position to close the transaction in July 2016. The Purchase Contract thus includes more contingencies than would otherwise be expected. The key components of the Purchase Contract are consistent with the adopted Letter of Intent and include: ·Agreement to purchase a 450 parking space parking condominium in the to-be-constructed garage ; ·A per space purchase price of $25,144; ·City review and approval of garage plans and specifications, to assure achievement of compliance with Beach by Design and City garage standards and design; ·City $250,000 annual revenue backstop for the developer should gross revenues not achieve the hurdle amount of $1,250,000 on the 450 spaces, from opening of the garage until city acquisition of the condominium; ·City authorized to employ Owners Representative to oversee construction on City behalf; ·Closing on the city condominium deferred until after expiration of LOM Put agreement in 2016. The anticipated schedule of subsequent, required approvals/actions is as follows: July, 2014 CDB Development Order and Development Agreement September, 2014 City Council Development Agreement July, 2016 City Closing (after expiration of LOM Put option) In addition, prior to closing, the parties will be executing a set of Condominium Documents defining the ownership and management structure of the project. The Letter of Intent specified that a financial feasibility study of the projected garage be undertaken, with the results acceptable to both parties. A copy of that Analysis has been provided to Council and Paradise Group. The required two appraisals of the city acquisition have been completed; Real Estate Coordinator Chuck Lane has provided the results. Funding for the transaction is anticipated to be the $9.3 million L.O.M. Put option reserve, anticipated to be available after June 30, 2016, combined with $2 million from the Parking Page 2 City of Clearwater Printed on 5/30/2014 File Number: ID#14-181 Fund Since this is indeed an opportunity acquisition to fulfill a defined objective of the Beach By Design redevelopment strategy, staff believes it merits council consideration . Page 3 City of Clearwater Printed on 5/30/2014 Letter of Intent Paradise Group, LLC and City of Clearwater Design, Finance, Construction and Operation of Parking Garage at Pelican Walk March 12, 2014 This Letter of Intent sets forth the intentions of the City of Clearwater ( "City ") and Paradise Group, LLC. ( "Paradise "), the contract purchaser of certain real property on Clearwater Beach popularly known as the Pelican Walk Shopping Center with regard to the proposed design, construction, operation and ownership of a Parking Garage on that portion of the Pelican Walk Property which is currently improved and used as a surface parking lot (the "Parking Lot "). The City desires to: 1) promote the revitalization and redevelopment of the Retail and Restaurant District, the Marina District and the Destination Resort District of Clearwater Beach and recognizes that additional off - street parking open to the public is needed to support such revitalization and redevelopment, and 2) provide additional beach parking. Paradise recognizes that additional off - street parking open to the public on the Parking Lot will contribute not only to the economic viability of the Pelican Walk Shopping Center but also the of the Retail and Restaurant District, the Marina District and the Destination Resort District. To that end, the City and Paradise have jointly considered altemative means by which additional parking spaces open to the public could be designed, constructed and operated on the Parking Lot. The parties have concluded that the most efficient and effective way to accomplish these multiple objectives in a timely manner is through Paradise building a parking garage on the Parking Lot. The entire Project including Pelican Walk, the first floor retail and parking and the City parking will be submitted to a condominium regime. The City will provide Public Parking Support, a minimum revenue stream on the public parking spaces that are constructed with a maximum annual expenditure for the first two years of operation. The City will enter into a purchase contract (the "Purchase Contract ") with Paradise requiring the City to purchase a Parking Condominium ( "Condo ") comprising 450 contiguous parking spaces for a mutually agreed upon purchase price (the "Purchase Price) at the conclusion of the second year of operation of the parking garage. To effectuate the purchase of the Condo and development of the Parking Garage the parties enter into this Letter of Intent to establish the general terms of a purchase and sale agreement and /or a development agreement. The following general terms and conditions would be the basis for preparation of the Purchase Contract and /or development agreement between the City and Paradise: 1. It is Paradise's intent to design and construct or cause to be designed, constructed and operated, on the Parking Lot a parking garage containing approximately 600 parking spaces. At least 450 spaces of those spaces, on contiguous floors starting with the second floor, will constitute the City's parking garage condominium (the "Parking Garage Condominium "). Paradise will retain the rights to the ground floor in the form of a condominium ( "retail condominium "). Paradise will design and construct the Parking Garage with ±13,000 SF of cold dark shell retail on the ground floor facing Poinsettia. Paradise will finance and retain 50 spaces on the first floor to provide short term parking for the ground floor retail pad and the top (7th) floor of the parking garage. 2. The City will purchase the Parking Garage Condo in 2016 for a Purchase Price of 11,314,800 (450 spaces @ $25,144 per space, including land apportionment). Closing will occur within 60 days of the expiration of the Put Agreement for the Surf Style Condominium — Parking Unit between Branch Banking and Trust Company of North Carolina and the City. However, nothing shall prevent the City from acquiring Parking Garage Condominium from Paradise at an earlier date, upon 60 days notice to Paradise, LLC. Should the City desire to purchase additional spaces, prior to completion of design, they may do so at the rate of $25,144 per space. 3. Paradise projects the need for gross revenue of $1,250,000 ( "projected gross revenue ") annually on the 450+ parking spaces on floors 2 through 6 of the Parking Garage until the City exercises the purchase agreement. In the event Paradise should fall short of its required gross revenue calculation in a given year, the City agrees to pay Paradise up to $250,000.00 annually of the projected gross revenue shortfall as Public Parking Support Reconciliation and payment would take place annually, after submission by Paradise of sufficient documentation to substantiate to the satisfaction of the City Department of Finance the results of operations as they relate to gross revenue. The City agrees not to impose a parking revenue surcharge for 2 years. All parking revenue generated by the parking garage shall be included in gross revenue. Other than the ground floor parking, no free parking shall be permitted at anytime. Any third party agreements that Paradise or the City negotiate for bulk parking on floors 2 thru 6 (up to a maximum of 200 spaces) shall be credited dollar for dollar against the $1,250,000. City and Paradise shall mutually agree to the rates for bulk, monthly, weekly or any other discounted rates. Paradise shall submit complete records and documentation to support any claimed shortfall. The City shall be entitled to audit the records at anytime. 4. Paradise agrees that the parking rates charged the public for use of the parking spaces in the proposed parking garage shall be consistent with parking rates charged for structured parking in other resort locations in Florida and in no case 2 greater than one hundred and fifty percent (150 %) of the average parking rate charged by the City for off - street parking on Clearwater Beach. 5. The City shall conduct a Parking Demand and Garage Financial Feasibility Analysis for the proposed garage, with results to be received within 60 days from the date of this Letter of Intent. Within 30 days of receipt of the Study, either party may terminate further negotiations pursuant to the Letter of Intent with no further obligations if they are unsatisfied with the results of the Study. 6. The Public Parking Support Agreement and the Purchase Contract between the City and Paradise shall be executed by June 1, 2014. 7. Paradise may design and construct, at Paradise's sole cost, a walkway pass through connecting the Parking Garage to the second floor of the Pelican Walk Shopping Center. Paradise may further design and construct, at their sole cost, the Parking Garage so as to allow tenants' pedestrian access to the rear of the Pelican Walk Shopping Center. Paradise may design and construct the Parking Garage with sufficient access to the rear of the Pelican Walk Shopping Center to allow for Tenant's loading, unloading and deliveries Paradise will design and construct the Parking Garage with a minimum 14' clearance on the ground floor condominium. Paradise will design the ground floor of the Parking Garage so delivery trucks can make the appropriate turns to maneuver through the Parking Garage. Paradise will provide access to the rear of the Pelican Walk Shopping Center for solid waste pick -up and maintenance of restaurant grease traps. Appropriate easements will be granted to accomplish this access. 8. Paradise will be solely responsible for obtaining all necessary permits and /or approvals for the Project. Paradise shall apply for a modification to their development order to reduce the parking requirement for the retail center to 0 based on the construction of a public Parking Garage on the adjacent parcel. The City will cooperate with Paradise's application and will share any due diligence documents that would assist Paradise with its application. Said modification shall not be effective until the commencement of construction for the Parking Garage. If the Community Development Board fails to approve the modification within 180 days, Paradise may terminate the agreement with no penalty. 9. Paradise will manage the Parking Garage and be responsible for collecting all revenue, until the City purchases the Parking Garage Condominium. 10.The City and Paradise will decide on the parking management system that is to be deployed in the Parking Garage. 3 11. Paradise and the City agree that any development rights remaining on the Parking Lot parcel shall be retained by Paradise and be available for use on the site and /or transferred as Transfer Development Rights ( "TDRs ") to another site as allowed by City regulations. The available TDRs shall be calculated based upon the original unified parcel configuration, which shall include the Parking Lot parcel and the Pelican Walk Shopping Center parcel. Available remaining development potential on that basis is 19696 square feet, or 13 dwelling units or 22 ovemight accommodation units. 12. Paradise agrees that the proposed parking garage will be designed and constructed in a manner which will ensure that the garage does not adversely affect the appearance and community character of Clearwater Beach. 13. Paradise agrees that the City shall have the right to review and approve the plans and specifications for the proposed parking garage. 14. Paradise understands that the City will employ an "owner's representative" for the purpose of representing the City's interest in the design and construction of the proposed parking garage and Pelican Walk agrees to allow the City's Owner Representative to have access to and participate in the design and construction processes 15. The City will cooperate with Paradise in allowing signage for the proposed retail on Poinsettia to be placed on Mandalay in front of the existing Pelican Walk shopping center as well as on Poinsettia. 16.The City will provide "Public Parking" signage on Causeway Boulevard and Mandalay Avenue directing traffic to the Parking Garage. 17. Paradise agrees to complete construction of the Parking Garage within twelve 12 ") months of the commencement of construction. 18.The City will assist Paradise, but not be responsible for, location of temporary parking for Pelican Walk during construction. 19.The City agrees to not pursue the development of another public beach parking garage north of Causeway Blvd. for a period of 2 years from approval of the purchase agreement. 20. Paradise Group, LLC agrees, in acknowledgement of the significant City contribution, to maintain its existence, not dissolve or substantially dissolve all of its assets, not consolidate with or merge into another corporation, limited partnership, or other entity without the prior approval of the City, which shall not be unreasonably withheld, prior to acquisition of the condominium by the City. 4 21. Paradise Group, LLC, agrees, in acknowledgement of the significant financial interest of the City in the parking garage, not to sell, lease, transfer or otherwise dispose of all or substantially all its assets or otherwise take any action which would have the effect of rendering Pelican Walk, LLC unable to observe and perform the responsibilities of this agreement. 22. The parties acknowledge and represent to one another that no brokers have been involved in this transaction and such representations and mutual indemnification shall be a part of the purchase and sale and /or development agreement(s). 23. This Letter of Intent is contingent and conditioned upon the parties entering into a mutually satisfactory purchase and sale and /or development agreement(s). The purchase and sale and /or development agreement(s) shall contain the terms and conditions set forth herein and such other terms and conditions as the parties may agree. The parties understand and agree that this Letter of Intent reflects the agreement of the parties, but that none of the rights and obligations described in the Letter of Intent shall be binding or enforceable until such rights and obligations have been incorporated into the necessary and appropriate documents to include but not limited to: a purchase and sale, a Public Parking Support Agreement and development agreement(s) which are approved by resolution of the City Council in accordance the requirements of the City's Charter and Code of Ordinances and State Law. ACCEPTED: ACCEPTED: Paradise Group, LLC City of Clearwater 5 Letter of Intent Paradise Group, LLC and City of Clearwater March 12, 2014 Countersigned: e,oikevrcVt.(93 George N. Cretekos Mayor Approved as to form: 1/4 Aseisteet-City Attorney CI By: TER, FLORIDA asz. risil iam B. Horne II ity Manager Attest: ltaA Rosemarie CaII City Clerk 1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this ___ day of _______________, 2014, by and between PARADISE GROUP, LLC, a Florida limitedliability company,(the "Developer"), and THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the “City”). R E C I T A L S: A.The City desires to: 1) promote the revitalization and redevelopment of the Retail and Restaurant District, the Marina District and the Destination Resort District of Clearwater Beach and recognizes that additional off-street parking open to the public is needed to support such revitalization and redevelopment, and 2) provide additional beach parking. B.Developer recognizes that additional off-street parking open to the public on the Parking Lot will contribute not only to the economic viability of the Pelican Walk Shopping Center but also the viability of the Retail and Restaurant District, the Marina District and the Destination Resort District. C.The Developer intends to develop and construct on what is currently the Pelican Walk Shopping Center and Parking Lot (“Pelican Walk Property”) a retail/commercial project, including a parking garage containing approximately 600 total parking spaces, (collectively, the "Project"), on the property more particularly described in Exhibit “A:attached hereto (the "Property"). D.The Property, which includes the current Pelican Walk Shopping Center property described in Exhibit “A-1” (“Existing Retail Center”),shall be and will be submitted to the condominium form of ownership pursuant to Chapter 718 of the Florida Statutes and condominium documentsshall be prepared. The condominium shall contain unitsto be utilized for general retail sales and services and units to be utilized for public and private parking . E.The parties wish to formalize their understanding as hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and promises herein set forth, the parties agree that the foregoing recitals are true and correct and further agree as follows: 1.Development. A.Scope of the Project. (1)Description of Project. The Project shall include a commercial parking garage, private parking, commercial and retail uses and appropriate accessory uses and shall be developed in substantial conformity with the Conceptual Plans, copies of which are attached as Exhibit “B” hereto. 2 (2)Formation of Condominium. The Developer shall create a _five (5) unit commercial condominium for the Project and Existing Retail Center. Unit 1 shallconsist of the Existing Retail Center describedin Exhibit A-1 and improvements thereon, Unit 2 shall consist ofthe new approximately 10,000 square foot retail space with no common elements except for exterior walls excluding doors and plate glass, Unit 3 shall consist ofthe lowest 89 parking spaces on the ground floor and first floor, Unit 4 shall consist ofthenext lowest450 parking spaces to be acquired by the City pursuant to this agreement plus any additional spaces acquired by the City pursuant to its hereinafter described option and Unit 5 shall consist ofthe remaining 101 spaces( reduced by the number of spaces acquired by the City pursuant to its option, right of purchase or right of first refusal.Unit 5 may be divided into multiple units.The Developer shall submit the Property, including theExistingRetailCenter, to the condominium form of ownership pursuant to Chapter718 of the Florida Statutes. The condominium documents shall be in a in a form to be approved by City with a consent or joinder from any lender or lienholder or any other party having any record interest in any mortgage or lien encumbering the interest inthe Property as required by Section 718.104(3) of the Florida Statutes. It is anticipated that the maintenance fees of the condominium will be allocated between the Units on an equitable basis mutually agreed upon by the Developer and City based on the anticipated maintenance and costs associated with the different units with the understanding that all improvements on Unit 1 will be maintained by the owner of Unit 1and the owner of Unit 1 shall control what improvements made within said Unit.Furthermore, Unit 1’s responsibilityfor contributing to the cost of maintenance of the new structure shall be a reasonable share of the cost of maintenance of pedestrian access features (bridges) from said structure to Unit 1. Units2 through 5 shall apportion the cost of maintenance of the new structure, five percent (5%) to Unit 2 and the balance between Units 3 through 5 based on relative square footage. Cost of utilities shall be segregated to the Unit receiving service and not be a common expense, where possible.The condominium documents, once approved by the City, shall not be materially modified or amended without the prior written consent of the City, which consent shall not be unreasonably withheld. In the event the City and Developer cannot agree on the form of condominium documents, City shall have the right, at its sole option, to terminate this Agreement. (3)Public Parking Unit/Spaces Which May Be Leased by Developer. The charge to the public for those Parking Spaces/Units not being acquired by the City shall be limited and restricted as follows: the ground floor and first floor Parking Spaces, consisting of 89 spaces(Unit 3), shall not be available for hourly public parking and shall only be utilized in connection with Units 1 and 2 of the Condominium to be createdand not available to the general public. Any spaces within Unit 5 shall not be leased for an amount less than 50% of the then current monthly space rental charge charged by the Cityfor parking spaces in Unit 4. This restriction is limited to Developer’s monthly rentals only. Theserestrictions shall be further memorialized by a memorandum placed of record. (4)Financing. Developer shall provide City with evidence satisfactory to the City of Developer’s having obtainedfinancing adequate to construct 3 the Project and Developer’s lendershall have entered into a non-disturbance/tri-party agreement with City and Developer as hereinafter described. (5)Land Development Regulations. Developer shall abide by the City’s Land Development Regulations which shall govern the development and construction of the Project. (6)Development Approval and Permits. (a)Applications for Development Approval. The Developer shall prepare and submit to the appropriate Governmental Authority, including the appropriate divisions and boards of the City, applications for approval of all Plans and Specifications necessary for the Project, and shall bear all costs of preparing such applications, applying for and obtaining such permits, including payment of any and all applicable application, inspection, regulatory and impact fees or charges (if any). (7)Plans and Specifications. (a) Responsibility for Preparation of Plans and Specifications. The Developer shall be solely responsible for and shall pay the cost of preparing, submitting and obtaining approval of the Plans and Specifications for the Project. (b)Use of Qualified Professionals. The Developer shall retain qualified professionals to prepare the Plans and Specifications and shall cause such professionals to prepare the Plans and Specifications. (c)Approval of Plans and Specifications for the Commercial Parking Garage. In order to ensure that the design of the Parking Unit(s) will meet the City’s standards, the Plans and Specifications for the Project shall be submitted to the City for review and comment prior to the submission of any application for a building permit, other than a foundation permit. The City’s review of the Plans and Specifications hereunder in its proprietary (i.e., non-regulatory) capacity shall be limited to compliance by the Parking Unitswith the City Parking Garage Standards. 2.Acquisition of Parking Spaces. City shall acquire 450 contiguous Parking Spaces which shall meet City’s Parking Garage Standards, which shall be Unit 4 of the Commercial Condominium to be created by Developer. Such Unit may be acquired at a cost per space as set forth in paragraph 3 hereof (“Parking Unit”) with the City having the option to acquire additional contiguous Spaces at a cost of $25,144 per space provided City exercises this option prior to final project design approvalor August 15, 2014, whichever shall first occur. After August 15, 2014, until Closing the City shall still have the right to purchaseadditional spaces only if the Developer is offering to sell spaces to third parties, provided, however, the cost per space shall be at the rate or $25,144.00 per space. After closing, the City shall have a right of first refusal to acquire spaces which the Developer is offering to sell to unrelated third parties, provided, 4 however, the cost to the City per space shall be the same as the third party has offered. City shall be provided, withinten (10) days of execution of any third party offer for spaces, a copy of the proposed third party offer for the parking space(s) shall be presented to the City and the City shall have forty-five (45)days after receipt of the same within which to match the offer from the third partyand closing will be with in thirty (30) days thereafter. Provided, however, City shall not be required to close on such additional spaces prior to theCity acquiring the Parking Unit with the 450 Parking Spaces. In terms ofCity’s obligation to pay the Purchase Price, the City covenants and agrees to appropriate in its annual budget, by amendment, if required, and to pay when due under this Agreement as promptly as money becomes available directly to the Developer,amounts of Non-Ad Valorem Revenues of the City sufficient to satisfy the obligation of the City to purchase the Parking Facility Unit as required under this Agreementas set forth herein. Such covenant is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative, and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to pay the Purchase Price, shall have been budgeted, appropriated and actually paid to the Developer. The City further acknowledges and agrees that the obligations of the City to include the amount of any deficiency in the payment of the Purchase Price in each of its annual budgets and to pay such deficiencies from Non-Ad Valorem Revenues may be enforced in a court of competent jurisdiction. Notwithstanding the foregoing or any provision of this Agreement to the contrary, the City does not covenant to maintain any services or programs now maintained by the City which generate Non-Ad Valorem Revenues or to maintain the charges it presently collects for any such services or programs, and the City further reserves the right to pledge any Non-Ad Valorem Revenues to the repayment of any debt obligation of the City at any time, which pledge shall be superior to the use of such Non-Ad Valorem Revenues subject to this covenant. 3.Purchase Price. The purchase price to be paid by the City to Developer for the Parking Unit is Twenty-Five Thousand One Hundred Forty-Four and No/100 Dollars ($25,144.00) per space or Eleven Million Three Hundred Fourteen Thousand Eight Hundred and No/100 Dollars ($11,314,800.00) for the 450 spaces, (the “Purchase Price”), subject to adjustments and prorations as provided herein. 4.Terms of Payment. Subject to the limitations set forth herein and in paragraph 2 hereof, the Purchase Price shall be paid to Developeras follows: 5 $11,314,800.00 in current funds at time of Closing, subject to adjustments as provided in paragraph 2 . Ifadditional spaces are being acquired and further subject to prorations and adjustments as herein provided, the same to be paid by wire transfer of federal fundsat the time of closing. 5.Condition of Title. At the Closing, fee simple title to the Parking Unit shall be conveyed to the City by general warranty deed, subject to the following matters: (a) ad valorem realestate taxes for the year of Closing and subsequent years; (b) the Declaration and other condominium documentswhich shall have been agreed upon and approved by Developer and City; (c) the covenants, restrictions, easements and other exceptions specifically identified on Exhibit “C”attached heretoand approved by City; (d) all laws, ordinances, regulations, restrictions, prohibitions and other requirements imposed by governmental authority, including, but not limited to, all applicable building, zoning, land use and environmentalordinances and regulations; (e) matters affecting the condition of title to the Property (or any part thereof) created by or with the written consent of the City; and (f) any other exceptions or matters recorded against the Property (or any part thereof) after the date of this Agreement with respect to the development, construction, operation and management of the Project (such as reservations, covenants, utility easements, reciprocal easement agreements and any amendments or supplements thereto) and which do not, in the opinion of the City, adversely affect the title ownership or operation of the Parking Unit. Title to the Parking Unit will be conveyed to the City at Closing free and clear of any mortgage, lien or other encumbrance securing the Project. 6.Closing. The closing (the “Closing”) shall be held on September 1, 2016; provided, however, nothing shall prohibit the City, at its sole option, from acquiring the Parking Units at an earlier date upon sixty (60) days’ prior notice to Developer. Notwithstanding anything contained herein to the contrary, the City shall not be required to acquire the Parking Units unless Developer has fully performed and completed construction of the Unit in accordance with the terms hereof and all City codes, rules, ordinances and regulations, including compliance with the development agreement to be entered into with the Cityand a certificate of occupancy has been issued by the City. Closing shall take place at the offices of Macfarlane Ferguson & McMullen, P.A., located at 625 court Street, Clearwater, Florida 33756, or through an escrow with Developer's attorneys whereby Developer, the City and their attorneys need not be physically present at Closing and may deliver documents by courieror other means. A.At Closing, Developershall execute and deliver to the City the following Closing documents: (1)a general warranty deed in the form attached hereto as Exhibit “D”,subject only to the Permitted Exceptions (defined below); 6 (2)a customary and appropriate mechanic’s lien affidavit, affidavit of exclusive possession, “gap” affidavit, and non-foreign affidavit; and (3)appropriate evidence of Developer’s formation, existence and authority to sell and convey the Parking Unit,including a member consent, resolution and/or such other evidence of authority and good standing (as appropriate) with respect to Developer as may be reasonably required by the title insurance company issuing title insurance covering the Parking Unit in favor of the City. B.Non-Disturbance/Tri-PartyAgreement.Cityshall be provided upon the filing of any lien on the Property with a non-disturbance/tri-partyagreement from any mortgagee or lien holder having a lien or mortgage on the Property recognizing the City’s rights under this Agreement and agreeing to the City’s and Developer’s ability to enforce this Agreement and City’s rights hereunder in the event of a default in any loan, lien or mortgage encumbering the Propertyor any default in this Agreement. The non- disturbance/tri-party agreement shall be recorded and be binding on and run to the benefit of any successors or assigns of the parties. A memorandum of this Agreement shall be placed of record upon the execution of this Agreement. C.Public Parking Support Reconciliation. From and after the final completion of the proposed Parking Garage to be constructed and the issuance of the necessary certificate of occupancy and until closing by the City of the Parking Unit, the City acknowledges the Developer’s need to receive One Million Two Hundred Fifty Thousand and No/100 Dollars ($1,250,000.00) per year from the gross revenue from the ParkingUnit to be acquired by the City. To the extent that theParking Unit to be acquired by the City do not generate at least One Million Two Hundred Fifty Thousand and No/100 Dollars ($1,250,000.00) gross revenue annually prior to the City’s acquisition of the same, but not later than two (2) years from the issuance of the certificate of occupancy, the City agrees to pay Developer the difference between the actual gross revenues as substantiated by documentation acceptable and verifiable by the Cityand One Million Two Hundred Fifty Thousand and No/100 Dollars ($1,250,000.00), but not more than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) annually. Such payment to be made not later than sixty (60) days after each twelve (12) month period and submitted to the City of verifiable evidence of the gross revenue actually received from the Parking Unit. In the event the City closes in less than twenty-four (24) months from the completion of the Parking Unit, any revenues for a part of a year shall be prorated based on the actual number of months/days between final completion and issuance of the certificate of occupancy and City’s closing. By way of example, if the City closes within nine (9) months, then the Public Parking Support Reconciliation shall be based on a maximum of seventy-five percent (75%) of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) or One Hundred Eighty-Seven Thousand Five Hundred and No/100 Dollars ($187,500.00), assuming that the Parking Unit threshold is Nine Hundred Thirty-Seven Thousand Five Hundred and No/100 Dollars ($937,500.00) and not One Million Two Hundred Fifty 7 Thousand and No/100 Dollars ($1,250,000.00) based on the reduced timeframe between a full twelve (12) months and only nine (9) months of operation. D.At Closing, Developer and the City shall each execute counterpart closing statements and such other documents as are reasonably necessary to consummate the transaction contemplated by this Agreement. 7.Prorations; Utilities. A.Prorations Generally. Real estate and personal property taxes, costs and revenues and all other proratable items for the Parking Unit shall be prorated as of the date of Closing. All current, pending and/or levied condominium assessments or fees which were enacted, approved or originated prior to Closing shall be paid by Developer. The City shall pay assessments and fees levied after the Closing date. For purposes of this provision, the term "levied" shall mean when the Board of the Condominium Association or required Unit Owners or both have voted in accordance with Florida law and the Declaration to approve an assessment or fee. B.Taxes. Closing agent shall collect all ad valorem taxes uncollected but due through the date prior to closing and deliver same to the Pinellas County Tax Collector with notification to thereafter exempt the Property from taxation as provided in Chapter 196.012(6) Florida Statutes. If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year should be used with due allowance being made for improvements and exemptions. C.Utilities. With respect to electricity, water and sewer services and other utilities (collectively, “Utilities”), the parties shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Closing date. Developershall be responsible for all charges based on such final meter reading, and the City shall be responsible for all charges relating to the Parking Unit thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted and reprorated to reflect the actual per diem rate for the billing period prior to Closing and Developeror the City, as the case may be, shall promptly deliver to the other the amount determined to be due with respect to the Parking Unit upon such adjustment. To the extent Utilities are not separately metered to the Parking Unit, a fair and equitable portion of such Utilities shall be allocated to the Parking Unit (for the initial proration and any subsequent reproration) using the same the methodology for cost allocation of utilities between condominium units provided in the Declaration. The provisions of this paragraph shall survive the Closing. 8 8.Closing Costs. The Developer shall pay the cost of documentary stamps due on the warranty deed and recording costs for the deed. The Developer shall be solely responsible for the cost of examining title and obtaining the owner’s title commitment and insurance policy to insure title to the Parking Unitin the City, and the premiums and any other related fees and costs for the same. Each party shall pay its own legal fees except as provided in subparagraph 16(D) below. All other closing costs shall be apportioned in the manner customary for commercial for real estate transactions in Pinellas County, Florida. 9.Representations and Warranties. A.Developer represents and warrants to the City and agrees with the City that each of the following statements is currently true and accurate and shall be true and accurate at the time of Closing, and agrees that the City may rely upon each of the following statements: (1) Developer is a validly existing limited liability company under the laws of the State of Florida, and has all requisite power and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement towhich it is or will be a party and shall maintain its existence, will not dissolve and will not consolidate with a merger into another entity. (2)This Agreement and, to the extent such documents presently exist in a form accepted by the City and Developer, each document contemplated or requiredby this Agreement to which Developer is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, Developer, and neither the execution and delivery thereof, nor compliancewith the terms and provisions thereof or hereof (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on Developer, or (iii) contravenes or results in any breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of Developer under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which Developer is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of Developer outstanding on the date of this Agreement. (3)This Agreement and, to the extent such documents presently exist in a form accepted by the City and Developer, each document contemplated or required by this Agreement to which Developer is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of Developer enforceable against Developer in accordance with the terms thereof, except as such enforceability maybe limited by public policy or applicable bankruptcy, insolvency or similar laws from 9 time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (4)Developer is not a “foreign person” within the meaning of the United States tax laws and to which reference is made in Internal Revenue Code Section 1445(b)(2). At Closing, Developer shall deliver to the City an affidavit to such effect, and also stating Developer’s tax identification number. Developeracknowledges and agrees that the City shall be entitled to fully comply with Internal Revenue Code Section 1445 and all related sections and regulations, as same may be modified and amended from time to time, and Developershall act in accordance with allreasonable requirements of the City to effect such full compliance by the City. (5)There are no pending or, to the knowledge of the Developer, threatened actions or proceedings before any court or administrative agency against the Developer, or against any controlling member, officer, employee or agent of the Developer which question the validity of this Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Developer. (6)All financial information and other documentation, including that pertaining to the Project or the Developer, delivered by the Developer to the City was, on the date of delivery thereof, true and correct in all material respects. (7)As of the Effective Date, the Developer will have the financial capability to carry out its obligations and responsibilities in connection with the development of the Project as contemplated by this Agreement. (8)The Developer has the experience, expertise, and capability to develop, cause the construction, and complete the Project and, oversee and manage the design, planning, construction, completion and opening for business of the Project. (9)The Developer shall timely perform or cause to be performed all the obligations contained herein which are the responsibility of the Developer to perform. (10)During each year that this Agreement and the obligations of the Developer under this Agreement shall be in effect, the Developer shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses, and approvals and shall cause to occur those events contemplated by this Agreement that are applicable to, and that are the responsibility of, the Developer. (11)The Developer shall use commercially reasonable efforts to accomplish the development of the Project by the Developer in accordance with the Plans and Specifications, and this Agreement and will not violate any laws, ordinances, rules, regulations, orders, contracts or agreements that are applicable thereto. 10 (12)Subsequent to the Effective Date, the Developer shall maintain its financial capability to develop, construct and complete the Project and shall promptly notify the city of any event, condition, occurrence, or change in its financial condition which materially adversely affects, or with the passage of time is likely to materially adversely affect, the Developer’s financial capability to successfully and completely develop, construct and complete the Project as contemplated hereby. (13)Subsequent to the Effective Date and prior to acquisition of the condominium by the City, the Developer shall maintain its existence, not dissolve or substantially dissolve all of its assets, not consolidate with or merge into another corporation, limited partnership, or other entity, not sell, lease, transfer or otherwise dispose of all or substantially all its assets or otherwise take any action which would have the effect of rendering Pelican Walk, LLC unable to observe and perform the responsibilities of this agreement without the prior approval of the City, which shall not be unreasonably withheld. B.The City represents and warrants to Developerand agrees with Developerthat each of the following statements is currently true and accurate and shall be true and accurate at the time of closing, and agrees that Developermay rely upon each of the following statements: (1)The City is a validly existing body corporate and politic of the State of Florida, and has all requisite power and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party. (2)This Agreement and, to the extent such documents presently exist in a form accepted by the City and Developer, each document contemplated or required by this Agreement to which the City is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the City, and neither the execution and delivery thereof, nor compliance with the terms and provisionsthereof or hereof (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the City, or (iii) contravenes or results in any breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the City under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which the City is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of the City outstanding on the date of this Agreement. (3)This Agreement and, to the extent such documents presently exist in a form accepted by the City and Developer, each document contemplated or 11 required by this Agreement to which the City isor will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of the City enforceable against the City in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (4)The City agrees not to pursue the development of another public parking garage or acquire a public parking garage north of Causeway Boulevard on Clearwater Beach prior to closing. All of the foregoing representation and warranties shall be true and correct on the date of this Agreement and on the date of Closing. The provisions of this paragraph shall survive the Closing. 10.Default Provisions. The following default provisions shall apply to any default by a party under this Agreement: A.City Default. In the event of a default by the City under this Agreement which is not cured within ten (10) days following written notice from Developer, Developershall have the right to: (i) terminate this Agreement, whereupon the parties shall be released from allfurther obligations under this Agreement, except the obligations which by their express terms survive a termination, or, alternatively, (ii) seek specific performance of the City's obligations hereunder and/or any other equitable remedies, without therebywaiving damages. B.DeveloperDefault. In the event of a default by Developerunder this Agreement which is not cured within ten (10) days following written notice from the City, the City at its option shall have the right to: (i) terminate this Agreement, whereupon the parties shall be released from all further obligations under this Agreement, except the obligations which by their express terms survive a termination, or, alternatively, (ii) seek specific performance of Developer’s obligations hereunder and/or any other equitable remedies, without thereby waiving damages 11.Brokers. The parties each represent and warrant to the other that they have not dealt with any real estate broker, salesman or finder in connection with this transaction. If a claim for brokerage fee or commission in connection with the transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of one of the parties hereto (“Indemnitor”), Indemnitor shall indemnify, defend and hold harmless the other party hereunder (“Indemnitee”), and Indemnitee’s members, shareholders, partners, officers, directors, employees, agents and representatives, from all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney’s fees and court costs at trial and all appellate levels) with respect to said claim for brokeragefee or commission. The provisions of this paragraph shall survive the Closing and any cancellation or termination of this Agreement. 12 12.Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by facsimile transmission, sent by recognized overnight courier (such as Federal Express) or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the City at:City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 Attn: City Manager Fax. No. (727) 562-4052 With a copy to:Pamela K. Akin, Esq. Clearwater City Attorney 112 S. Osceola Avenue Clearwater, FL 33756 Fax No. (727) 562-4021 If to Developerat:Paradise Group, LLC 2901 Rigsby Lane Safety Harbor, Florida 34695 Attn: Mr. Michael P. Connor Fax No. (727) 726-2337 With a copy to:Macfarlane Ferguson McMullen, P.A. Attn: Brian J. Aungst 625 Court Street Clearwater, Florida Fax No. (727) 442-8470 Notices personally delivered, sent by facsimile transmission or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given three (3) days after deposit in the U.S. mails. Each party shall be entitled to change its address for notices from time to time by delivering to the other party notice thereof in the manner herein provided for the delivery of notices. 13.Risk of Loss. If, between the date hereof and Closing, the Parking Unit or any portion thereof is damaged or destroyed by fire or other casualty or taken by eminent domain, Developershall promptly repair and restore the Parking Unit to the same condition as existed before the fire or casualty and Closing shall be deferred for a commensurate period of time to permit such repair and restoration. In such event, Closing shall be rescheduled to the date which is ten (10) days following the restoration of the Parking Unit to the condition that existed immediately prior to the damage or taking (or as close to such condition as possible, in the case of eminent domain) and issuance of a new certificate of occupancy for the Parking Unit (if such restoration 13 requires same). In the case of eminent domain, at Closing, the City shall be entitled to all condemnation awards for the Parking Unit, less any portion thereof used to restore the Parking Unit to the condition required herein. 14.Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. 15.Memorandum of Agreement. The parties hereto shall execute and record on the Public Records of Pinellas County, Florida, a memorandum of agreement setting forth the general provisions of this Agreement to place third parties on notice and record of the of the rights of the City and obligations of Developer. 16.Miscellaneous. A.Definition of Terms is set forth in Exhibit “E” attached hereto and made a part hereof. B.This Agreement shall be construed and governed in accordance with the laws of the State of Florida. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof; and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. C.In the event any term or provision of this Agreement be determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. D.In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and court costs at all trial and appellate levels. The provisions of this subparagraph shall survive the Closing coextensively with other surviving provisions of this Agreement. E.In construing this Agreement, the singular shall be held to include the plural, the plural shall include the singular, the use of any gender shall include every other and all genders, and captions and paragraph headings shall be disregarded. Handwritten or typewritten provisions initialed by Developerand the City shall prevail over any conflicting printed provisions of this Agreement. F.All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. G.Time shall be of the essence for each and every provision hereof. 14 H.If any date upon which, or by which, action required under this Agreement is a Saturday, Sundayor legal holiday recognized by the Federal government, then the date for such action shall be extended to the first day that is after such date and is not a Saturday, Sunday or legal holiday recognized by the Federal government. I.This Agreement is not assignable without the consent of the other party. J.This Agreement constitutes the entire agreement between the parties and there are no other agreements, representations or warranties with respect to the subject matter hereof other than as set forth herein. This Agreement may not be changed, altered or modified except by an instrument in writing signed by City and Developer. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. K.This Agreement may be executed in multiple counterparts each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURES ON FOLLOWING PAGE(S)] 15 EXECUTED as of the date first above written. WITNESSES:DEVELOPER: PARADISE GROUP, LLC, a Florida limited liability company By: PDG IV, Inc., a Florida corporation, its managing member ______________________________ By: ________________________ Print Name: Michael P. Connor, President ______________________________ Print Name: CITY: Attest: By: Rosemarie Call, City Clerk THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation By: George N. Cretekos, Mayor Approved as to form: _____________________________ Pamela K. Akin City Attorney EGP/dss \CITY-CLW\PELICAN\PURCHASE-AGT-Rev2(5-29-14).docx 16 EXHIBIT A Legal Description of Property The land referred to herein below is situated in the County of Pinellas, State of Florida, and described as follows: Lots 32 through 43, Block “B”, FIRST ADDITION TO CLEARWATER BEACH PARK, according to the map or plat thereof as recorded in Plat Book 15, Page 80, Public Records of Pinellas County, Florida, together with the adjacent 1/2 of a vacated alley lying along the East boundary thereof. AND Lots 2 through 8, Block “A”, as appearing on the plat named A RE-PLAT OF BLOCK “A” AND LOTS 1 TO 15 INCL. BLOCK “B” OF CLEARWATER BEACH PARK FIRST ADDITION, according to the map or plat thereof recorded in Plat Book 21, Page 21, Public Records of Pinellas County, Florida, together with the adjacent 1/2 of a vacated alley lying along the West boundary thereof. EXHIBIT “A-1” Lots 2 through 8, Block “A”, as appearing on the plat named A RE-PLAT OF BLOCK “A” AND LOTS 1 TO 15 INCL. BLOCK “B” OF CLEARWATER BEACH PARK FIRST ADDITION, according to the map or plat thereof recorded in Plat Book 21, Page 21, Public Records of Pinellas County, Florida, together with the adjacent 1/2 of a vacated alley lying along the West boundary thereof. EXHIBIT B (Copies of Conceptual Plans) EXHIBIT C (Exceptions to Title) 1.Taxes and assessments for the year of closing and subsequent years, which are not yet due and payable. 2.Restrictions and 20’ building line as shown on the plat of FIRST ADDITION TO CLEARWATER BEACH PARK, as recorded in Plat Book 15, Page 80, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status or national origin to the extent such covenants, conditions or restrictions violate 42 USC 3604(c). 3.Easement for drainage and utilities in favor of City of Clearwater over and across the vacated alley as described in Ordinance No. 4535-88 recorded in Book 6688, page 1361. EXHIBIT D WARRANTY DEED THIS INDENTURE, Made this _____ day of _________________, 2014, Between PARADISE GROUP, LLC, a Florida limited liability company, whose address is 2901 Rigsby Lane, Safety Harbor, Florida 34695, grantor*, and THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, whose address is 112 South Osceola Avenue, Clearwater, Florida 33756, grantee*, WITNESSETH, That said grantor, for and in consideration of the sum of Ten Dollars, and other good and valuable considerations to said grantor in hand paid by said grantee, the receipt whereof is hereby acknowledged, has granted, bargained and sold to the said grantee, and grantee's heirs and assigns forever, the following described land, situate, lying and being in Pinellas County, Florida, to-wit: SEE EXHIBIT “A” ATTACHED HERETO AND MADE A PART HEREOF. SUBJECT TO covenants, conditions, easements, restrictions and those matters as set forth on Exhibit “B” attached hereto, and subject to taxes for the year 2014 and subsequent years. Tax Parcel No. _________________________ and said grantor hereby fully warrant the title to said land, and will defend the same against the lawful claims of all persons whomsoever. * "Grantor" and "grantee" are used for singular or plural, as context requires. IN WITNESS WHEREOF, Grantor has hereunto set grantor's hand and seal the day and year first above written. Signed, sealed and delivered in our presence: PARADISE GROUP, LLC, a Florida limited liability company By:PDG IV, Inc., a Florida corporation, its managing member ___________________________________By:___________________________ Name:______________________________ Michael P. Connor, President ___________________________________ Name:______________________________ STATE OF ________________ COUNTY OF _______________ I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to take acknowledgements, Michael P. Connor as President of PDG IV, Inc., a Florida corporation, the managing member of PARADISE GROUP, LLC, a Florida limited liability company, who is personally known to me or who has produced _______________ __________________ as identification, and he is the person described in and who executed the foregoing Warranty Deed and he acknowledged then and there before me that he executed the same as such officer on behalf of such corporation as such managing member on behalf of said limited liability company for the purposes therein expressed; and that said Deed is the act and deed of said limited liability company. WITNESS my hand and official seal this _____ day of ____________________, 2014. ______________________________ Name:_________________________ Notary Public My Commission expires: EXHIBIT “E” (Definition of Terms) For purposes of this Agreement, the following terms defined in this Exhibit shall have the meanings attributed to them below except as herein otherwise expressly provided: “Applicable Laws” means any law, enactment, statute, code, ordinance, administrative order, charter, tariff, resolution, order, rule, regulation, guideline, judgment, decree, writ, injunction, franchise, permit, certificate, license, authorization, or other direction or requirement of any Governmental Authority,political subdivision, or any division or department thereof, now existing or hereafter enacted, adopted, promulgated, entered or issued. “Beach by Design” or “Plan” means the strategic redevelopment plan for Clearwater Beach dated 2001 which was adoptedby the City Council pursuant to the provisions of the Pinellas County Planning Councils Rules for the designation of a Community Redevelopment District, as amended. “City” means the City of Clearwater, Florida, a Florida municipal corporation. “City Council” means the governing body of the City. “City Parking Garage Standards” means the City’s standards for the construction of public parking facilities. “Conceptual Plans” means the conceptual plans for the Project approved by the parties attached hereto as Exhibit “B”. “Developer” means, for the purposes of this Agreement, Paradise Group, LLC, a Florida limited liability company,and its successors and assigns. “Effective Date” means the date of approval and final execution of the Agreement by all parties. “Exhibits” means those agreements, diagrams, drawings, specifications, instruments, forms of inspections, and other documents attached and designated as exhibits to, and incorporated in and made a part of, this Agreement. “Governmental Authority” means any federal, state, county, municipal or other governmental entity or any instrumentality of any of them, having jurisdiction over the Project. “Land Development Regulations” means the Community Development Code, Comprehensive Plan, Beach by Design and related regulations applicable to the development of the Project in the City of Clearwater. “Non-Ad Valorem Revenues” means all revenues and taxes of the City derived from any source whatsoever other than ad valorem taxation on real and personal property, which are legally available and unrestricted for the payment of the [purchase price], subject to the provision and appropriation of adequate Non-Ad Valorem Revenues for the payment of essential governmental services of the City. “Parking Unit” means a commercial condominium unit consisting of city parking garage parking spaces and Developer parking garage spaces constructed in accordance with this Agreement and all City codes and regulations. “Permits” means all land development approvals, permits, and consents required to be granted, awarded, issued or given by any Governmental Authority under any Applicable Laws in order for construction of the Project, or any part thereof, to commence, continue or be completed. “Plans and Specifications” means the site plan for the Project to be filed with the City as required by the Land Development Regulations for the purpose of review and approval. “Project” means, generally, the development and construction of a 10,000 square foot retail/commercial project with a commercial parking garage containing 642parking spaces open to the public. The Project will consist of the Retail Unit(s) and the Parking Unit, as more particularly described in this Agreement. “Property” means that certain property located at 483 Mandalay Avenue, Clearwater, Florida , which is to be acquired by the Developer, which Property is more particularly described in the legal description attached as Exhibit “A” to this Agreement. “Retail Unit(s)” means 10,000 square foot retail/commercial unit. Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-179 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 4 File Type: Action ItemIn Control: Economic Development & Housing Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Authorize the Agreement for Development and Purchase and Sale of Property between the Community Redevelopment Agency of the City of Clearwater and Prospect Park Development, LLC for the limited purposes of conveyance of property, granting of easements required for construction of the project, and entry into a Park Access Agreement and authorize the appropriate officials to execute same . (consent) SUMMARY: The City’s Community Redevelopment Agency (CRA) released a Request for Proposals/ Qualifications (RFP/Q) 12-13 on February 19, 2013 with the goal of selecting a qualified Development Team to successfully develop the 5.91+/- acre site located on Cleveland Street and Prospect Avenue in Downtown Clearwater , one block east of the Downtown Core. Four proposals were received on April 2, 2013. After review and ranking, the Selection Committee recommended the CRA negotiate an Agreement with the top -ranked Developer, Prospect Real Estate Group, LLC, on June 18, 2013. The Project will consist of 257 market-rate rental dwelling units and approximately 10-15,000 sq. ft. of ground floor retail. Approximately 7 of these units will be Live/Work units fronting Cleveland Street, which will be composed of a retail/office space and a residential component . In addition, there will be 10,000 sq. ft. of accessory uses (exercise area, leasing office, and business center). CRA staff and Developer proceeded with the preparation of a definitive Development and Purchase and Sale Agreement to set forth the respective duties and responsibilities of the parties pertaining to the conveyance of the Project Site, and the design, development, construction, completion, operation and maintenance of the Project. The Development Agreement includes signature lines for the City to join the Agreement for the sole purpose of reflecting its agreement to cooperate and support the CRA in meeting its obligations to transfer the ownership of the property to the CRA, grant easements over City property required for the construction of the Property, and enter into other agreements. The CRA is scheduled to approve the Agreement at the June 2, 2014 meeting. The Development Agreement outlines a performance schedule for the Developer to file site plan and building permit applications to the City and commence construction of the Project. APPROPRIATION CODE AND AMOUNT: N/A Page 1 City of Clearwater Printed on 5/30/2014 File Number: ID#14-179 USE OF RESERVE FUNDS: N/A Page 2 City of Clearwater Printed on 5/30/2014 AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA AND PROSPECT PARK DEVELOPMENT, LLC A FLORIDA LIMITED LIABILITY COMPANY ii TABLE OF CONTENTS ARTICLE 1.DEFINITIONS…………………………………………….………………….…….…. Section 1.01 Definitions…………………………………………………….……. Section 1.02 Use of Words and Phrases………………………………………. Section 1.03 Florida Statutes……………………………………………………. ARTICLE 2.PURPOSE; PROPOSAL………………………………….……………………….… Section 2.01 Intent; Purpose of Agreement……………………………………. Section 2.02 Developer's Proposal……..………………………………………. Section 2.03 Cooperation of the Parties.………………………………………. Section 2.04 Authorized Representative.………………………………………. ARTICLE 3.LAND USE REGULATION AND RESTRICTIONS ON USE………… ………… Section 3.01 Zoning……………………………………………………………… Section 3.02 Redevelopment Plan.……..……………………………………… Section 3.03 Development of Regional Impact………..……….……………… Section 3.04 Permits…………………...………………………………………… Section 3.05 Concurrency…………...……………………………………..……. Section 3.06 Not a Development Order or Permit…………………………….. Section 3.07 Permitted Uses………...………………………………………..… Section 3.08 Mixed Use Project…………………………………………………. ARTICLE 4.PROJECT PLANS AND SPECIFICATIONS…...……………………..…………… Section 4.01 Site Plan….………………………………………………………… Section 4.02 Preparation of Project Plans and Specifications………..……… Section 4.03 Coordination with City Review….………..……….……………… Section 4.04 Agency Review of Plans and Specifications….………………... Section 4.05 Retail Use Identification and Approval Process Section 4.06 Project Schedule……...……………………………………..……. ARTICLE 5.PROJECT FINANCING..………………………………….…………….…………… Section 5.01 Construction Financing…………………………………………… Section 5.02 Notice of Developer's Default……………………………………. Section 5.03 Cure of Developer's Default by Lender..……….……………..… Section 5.04 Construction Lender Not Obligated to Construct…………….… Section 5.05 Agency Cures Developer's Default………………………..…..… ARTICLE 6.PROJECT SITE CONVEYANCE……………………….….………………….…… Section 6.01 Findings; Representations…………………..…………………… Section 6.02 Agreement to Sell and Purchase..……….……………………… Section 6.03 Purchase Price/Deposit…………………..……….……………… Section 6.04 Site Evaluation………...…………………………………………... Section 6.05 Title………..…………...……………………………………..……. Section 6.06 Survey……….………...…………………………………………… Section 6.07 Rights and Duties of Agency….……………………………….… Section 6.08 Rights and Duties of Developer…………………………..……… Section 6.09 Conditions to Closing...………………………………………..… Section 6.10 Closing……………………..….………………………………..… Section 6.11 Closing Procedure……………..………………………………… Section 6.12 Possession…………...…………………………………………… Section 6.13 Condition of Title…………..….………………………………..… Section 6.14 Taxes and Assessments………..…………………………..…… Section 6.15 Covenants, Warranties and Representations………………..… iii Section 6.16 Condemnation……………..….………………………………...… Section 6.17 Real Estate Commission………..…………………………..…… Section 6.18 Maintenance of Project Site………………………………..……. Section 6.19 Radon Gas Notice…………..….………………………………… ARTICLE 7.CONSTRUCTIONOF THE PROJECT……………….………………………… Section 7.01 Site Clearance and Utility Relocation………………………...… Section 7.02 Construction of the Project……..…………………………..….… Section 7.03 Maintenance and Repairs……………………………………..…. Section 7.04 Project Alterations or Improvements……………………………. Section 7.05 Completion Certificate…………..…………………………..….… Section 7.06 Agency Not in Privity with Contractors………………………..… Section 7.07 Repurchase of the Project Site ………………………………… Section 7.08 Easements ARTICLE 8.INSURANCE……………………………….…………….……………………..… Section 8.01 Insurance Requirements Generally…………………………..… Section 8.02 Intentionally Omitted……………………………..…………..…… Section 8.03 No Waiver of Sovereign Immunity…..………………………...… ARTICLE 9.INDEMNIFICATION……………………….…………….…………………….… Section 9.01 Indemnification by the Developer…………………………….… Section 9.02 Indemnification by the Agency.…………………………..…….. Section 9.03 Limitation of Indemnification………………………………..…… ARTICLE 10.REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER Section 10.01 Representations and Warranties………………...……………………… Section 10.02 Covenants………….……..………………………………..…… Section 10.03 Covenant: Nondiscrimination………………………………..… Section 10.04 Survival………………………..………………………………… ARTICLE 11.REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY Section 11.01 Representations and Warranties…………………………...… Section 11.02 Covenants………….……..…………………………….....…… Section 11.03 Survival………………………..………………………..…….… ARTICLE 12.DEFAULT; TERMINATION…………….……………….……………………..… Section 12.01 Default by Developer.….…………………………….…..…… Section 12.02 Default by the Agency..……………………………….....….… Section 12.03 Obligations, Rights and Remedies Cumulative…..………… Section 12.04 Non-Action on Failure to Observe Provisions of this Agreement Section 12.05 Termination……..………..……………………………….…… Section 12.06 Termination Certificate……….…………………………....… Section 12.07 Remedies………………….………………………………..… ARTICLE 13.UNAVOIDABLE DELAY………………………………….…………………….… Section 13.01 Unavoidable Delay…..….………………………………….… . ARTICLE 14 FIRE OR OTHER CASUALTY; CONDEMNATION…..…………………….… Section 14.01 Loss or Damage to Project……………………………….…. Section 14.02 Partial Loss or Damage to Project……..…………..……..… Section 14.03 Notice of Loss or Damage to Project……………….........… Section 14.04 Subject to Financing………………………………………..… iv ARTICLE 15.MISCELLANEOUS……………………….……………….……………………… Section 15.01 Assignments….……..….………………………………… Section 15.02 Successors and Assigns..…………………………..…… Section 15.03 Notices…………………………………………………..… Section 15.04 Severability………………………………………………… Section 15.05 Applicable Law and Construction…………………..…… Section 15.06 Venue; Submission to Jurisdiction….………………...… Section 15.07 Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement Section 15.08 Estoppel Certificates..….………………………………… Section 15.09 Complete Agreement; Amendments..……………..…… Section 15.10 Captions………………………………………………....… Section 15.11 Holidays……………………………………………….…… Section 15.12 Exhibits…..….……..….…………………………………… Section 15.13 No Brokers……………….…………………………...…… Section 15.14 Not an Agent…………………………………………....… Section 15.15 Memorandum of Development Agreement……….…… Section 15.16 Public Purpose.……..….………………………………… Section 15.17 No General Obligation…..…………………………..…… Section 15.18 Technical Amendments; Survey Corrections………..… Section 15.19 Term; Expiration; Certificate…………………………… Section 15.20 Effective Date…………………………………………….. EXHIBIT LIST Exhibit "A"Project Site Description and Map Exhibit "B"Proposed Site Plan Exhibit "C"Special Warranty Deed Exhibit "D"Memorandum of Agreement for Development and Purchase and Sale of Property Exhibit "E"Agreement Expiration Certificate Exhibit "F"Escrow Agreement Exhibit “G” Survey Requirements and Certification Exhibit “H” Intentionally Omitted Exhibit “I” Intentionally Omitted Exhibit “J”Intentionally Omitted Exhibit "K"Park Access Agreement Exhibit "L"Formof Completion Certificate Exhibit “M”Correspondence between City of Clearwater and US Environmental Protection Agency Exhibit “N”Form of Agreement for Restricted Land Use AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY This Agreement for Development and Purchase and Sale of Property ("Agreement") is made as of this June _____, 2014, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes ("Agency"), and PROSPECT PARK DEVELOPMENT, LLC, a Florida limited liability company ("Developer"). W I T N E S S E T H: WHEREAS, as of June 18, 2013, pursuant to the Request for Proposals, dated February 19, 2013, the Agency tentatively accepted the proposal of Prospect Real Estate Group, LLC, dated April 2, 2013, in response thereto, subject to negotiation of a definitive agreement governing the terms and conditions of disposition and development of the property owned by the Agency. Prospect Real Estate Group, LLC is a member of Developer, a single purpose entity established to own and develop the property pursuant to the terms and conditions set forth in this Agreement for the development of 257 residential multi-family dwelling units (including 7 live/work units) and between 10,000 to 15,000 square feet of ground floor retail (the "Project") in the community redevelopment area of the City; WHEREAS, the Agency and Developer proceeded with the preparation of a definitive Development and Purchase and Sale Agreement to set forth the respective duties and responsibilities of the parties pertaining to the conveyance of the Project Site (as hereinafter defined), and the design, development, construction, completion, operation and maintenance of the Project; WHEREAS, the Agency and Developer have entered into and concluded negotiations for said definitive Development and Purchase and SaleAgreement, which negotiations have resulted in this Agreement; WHEREAS, at a duly called public meeting on June 2, 2014 the Agency approved this Agreement and authorized and directed its execution by the appropriate officials of the Agency; WHEREAS, the Developer is a limited liability company organized under the laws of the State of Florida and the members (as that term is defined in the operating agreement of the Developer) of Developer have approved this Agreement and have authorized and directed certain individuals to execute this Agreement on behalf of Developer; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: ARTICLE 1.DEFINITIONS. 1.01.Definitions.The terms defined in this Article I shall have the following meanings, except as herein otherwise expressly provided: (1)"Act" means the Constitution of the State of Florida; Section 163.01, Florida Statutes, Part III, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes, other applicable provisions of law, and ordinances and resolutions of the City and the Agency implementing them. (2)"Agency" means the Community Redevelopment Agency of the City, as created by Resolution No. 81-68 of the City, adopted by the City Council on August 6, 1981, including any amendments thereto, and any successors or assigns thereto. (3)"Agreement" means this Agreement for Development and Purchase and Sale of Property, including all exhibits and amendments hereto. 2 (4)"Agreement Expiration Certificate" means the instrument executed by the parties hereto as provided in Section 15.19 certifying that all obligations of the parties hereto have been satisfied and this Agreement has expired in accordance with its terms, the form of which is attached hereto as Exhibit "E." (5)"Agreement Termination Certificate" means the instrument executed by the parties hereto as provided in Section 12.06 stating that this Agreement has been terminated prior to its Expiration Date as provided in Section 12.05. (6)“Allowable Retail Uses” meansuses to be identified by the Developer's retail development partner and approved by the Agency. Allowable retail uses may include but not be limited to retail establishments that sell or lease goods and/or services directly to the consumer, including, but not limited to, a book store, gift shop, antique store, florist, clothing store, art gallery, gourmet grocery store, which may include accessory sales of alcoholic beverages and prepared food for off site consumption, kiosk/booth video rental (i.e. red box or similar vendor), a restaurant with accessory sales of alcoholic beverages including beer, wine and liquor, hair and nail salons, pet grooming salons (but not animal boarding), dry cleaners (drop off/pick up only), a bar with a 2 COP license and no amplified out door music and a sidewalk café as accessory to the principal retail use. However, Allowable Retail Uses shall not include any uses not permitted by the Plan or the Community Development Code. (7)“Alternative Retail Uses” means tailor or seamstress, financial institution or office (as defined in the Community Development Code), but not medical or veterinary office. (8)"Area" means the area located within the corporate limits of the City having conditions of slum and blight (as those conditions are defined in the Act) as found by the City Council in Resolution No. 81-67, adopted by the City Council on August 6, 1981 and as amended by Resolution No. 03-22, adopted by the City Council on May 1, 2003 and as subsequently amended thereafter.. (9)"Authorized Representative" means the person or persons designated and appointed from time to time as such by the Developer or the Agency, respectively, pursuant to Section 2.04. (10)"Building Permit" or "Building Permits" shall mean, for all or any part of the Project to be constructed on the Project Site, any one or more permits issued by the City authorizing, allowing and permitting the commencement, prosecution and completion of construction to the extent provided in said permit(s). (11)"City" means the City of Clearwater, Florida, a Florida municipal corporation, and any successors or assigns thereto. (12)"City Council" means the governing body of the City, by whatever name known or however constituted from time to time. (13)"Closing Date"means the date on which title to the Project Site is conveyed by the Agency to the Developer in accordance with and as contemplated by the provisions of Article 6 hereof. (14)"Commencement Date" means the earlier of: (i) the date of Commencement of Construction or (ii) the date which is twelve (12) months after the effective date of this Development Agreement. (15) “Commencement of Construction” or “Commence Construction” means the commencement of site work, utility relocation, above grade beams, floorslabs or other foundation component on the Project pursuant to a properly issued foundation permit. (16)"Completion Certificate" means the certificate, in a form as set forth in Exhibit "L", to be executed by Agency and Developer stating that construction of the Project has been substantially completed. (17)"Completion Date" means the date on which construction of the Project is substantially complete as evidenced by a Completion Certificate. 3 (18)"Contractor" means one or more individuals or firms constituting a general contractor or other type of construction contractor properly licensed by the State of Florida or other appropriate jurisdiction to the extent required by applicable law, authorized to perform construction contractor services in the State of Florida, registered with the City as required by applicable law, bonded and insured to the extent required by applicable law and this Agreement, including the Developer or any affiliates of the Developer. (19)"Construction Financing" means the funds provided by the Construction Lender to the Developer during the term of this Agreement to pay the cost of developing and constructing the Project, or any portion thereof, on the Project Site, including, but not limited to, acquisition of the Project Site, financing costs, "soft costs," overhead, and the design, construction and equipping of the Project. (20)"Construction Lender" means any person or persons providing the Construction Financing or any portion thereof. (21)"Developer" means Prospect Park Development, LLC, a Florida limited liability company, and any successors and assigns thereof. (22)"Effective Date" means the date determined in accordance with Section 15.20 when the Memorandum of Agreement for Development and Purchase and Sale ofProperty is recorded and this Agreement becomes effective. (23)Intentionally Omitted. (24)"Exhibits" means those agreements, diagrams, drawings, specifications, instruments, forms of instruments, and other documents attached hereto and designated as exhibits to, and incorporated in and made a part of, this Agreement. (25)"Expiration Date" means the date on which this Agreement expires, as evidenced by the Agreement Expiration Certificate being recorded in the public records of Pinellas County, Florida, as provided in Section 15.19 hereof. (26)"Impact Fees" means those fees and charges levied and imposed by the City, Pinellas County and any other governmental entity on projects located on the Project Site for certain services impacted by developmentsuch as the Project. (27)"Live/Work Units” means units shown on the Site Plan with entrances on Cleveland Street and S. Prospect Avenue which units shall consist of both a commercial/office component, which may be used for Allowable Retail Uses or Alternative Retail Uses, and a residential component, which shall be used as a residential dwelling. (28)"Permits" means all zoning, variances, approvals and consents required to be granted, awarded, issued, or given by any governmental authority in order forconstruction of the Project, or any part thereof, to commence, continue, be completed or allow occupancy and use, but does not include the Building Permit(s). (29)"Plan" means the community redevelopment plan for the Area, including the Project Site, asadopted by the City Council on September 18, 2003, by enactment of its Ordinance No. 7153-03, and including any amendments to the Plan. (30)"Project" means the 257 residential multi-family dwelling units, including 7 Live/Work Units, and appurtenant facilities, and up to 15,000 square feet allowable ground floor retail space, to be located on the Project Site as contemplated by the Proposal and this Agreement and constructed substantially in accordance with the Project Plans and Specifications. (31)"Project Plans and Specifications" means the plans and specifications pertaining to the construction, installation and equipping of the Project, including the schedule for completing the Project. (32)"Project Professionals" means any architects, attorneys, brokers, engineers, consultants, planners, 4 construction managers or any other persons, or combination thereof, retained or employed by the Developer in connection with the planning, design, construction, permit applications, completion and opening of the Project, but does not include the Developer. (33)"Project Site" means the tract of land located in the Area which is to be conveyed to the Developer by the Agency on which the Project will be located, as more particularly described and depicted on Exhibit "A." (34)"Proposal" means the proposal for redevelopment of the Project Site, dated April 2, 2013, submitted by the Prospect Real Estate Group, LLC to the Agency in response to the RFP. (35)"RFP" means the Request for Proposals #12-13 initially published by the Agency on February 19, 2013, soliciting proposals from persons interested in redeveloping the Project Site in accordance with the Act and the Plan. (36)"Site Plan" means the depiction and description of the Project on the Project Site, theinitial version of which is attached hereto as Exhibit "B." (37)"Public Amenities Incentive Pool" means the public amenities incentive pool established by the Clearwater Downtown Redevelopment Plan. (38)"Termination Date" means the date on which this Agreement is terminated by any party hereto as provided in Section 12.05, and as evidenced by the Agreement Termination Certificate. (39)"Unavoidable Delay" means those events constituting excuse from timely performance by a party hereto from any of its obligations hereunder, as such events are defined in and subject to the conditions described in Article 13 hereof. (40)“Vertical Construction” means commencement of work on the Project pursuant to a properly issued Building Permit. (41)"Vertical Construction Date" means the date upon which a permit for construction of a building on the Project Site has been issued. 1.02.Use of Words and Phrases. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural as well as the singular number, and the word "person" shall include corporations and associations, including public bodies, as well as natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Agreement and not solely to the particular portion thereof in which any such word is used. 1.03.Florida Statutes. All references herein to Florida Statutes are to Florida Statutes (2013), as amended from time to time. ARTICLE 2.PURPOSE; PROPOSAL. 2.01.Intent; Purpose of Agreement. (a)The purpose of this Agreement is to further the implementation of the Plan by providing for the sale andconveyance of the Project Site to the Developer and the development, construction and operation of the Project thereon in accordance with the Project Plans and Specifications, all to enhance the quality of life, add new residents to the Town Lake Character District, and improve the aesthetic and useful enjoyment of the Area through the eradication of conditions of blight, all in accordance with and in furtherance of the Plan and as authorized by and in accordance with the Act. 5 (2)As provided in this Agreement, the Agency shall undertake certain public actions pursuant to the Act and as implementation of the Plan, including making the Project Site available for redevelopment and assistance in obtaining such approvals by governmental authorities as are necessary for development of the Project. (c)As provided in this Agreement, the Developer shall carry out the redevelopment of the Project Site by obtaining approvals by governmental authorities necessary for development of the Project as more particularly described in Section 3.04 hereof, obtaining the Project Financing, purchasing the Project Site from the Agency, constructing various private improvements on the Project Site, and causing the Project to be developed as described herein. 2.02.Developer'sProposal. (a)The Proposal for the redevelopment of the Project Site, specifically including the acquisition of the Project Site by the Developer from the Agency and the design, construction, equipping, completion and use of the Project, and each component thereof, is hereby found by the Agency and acknowledged by the Developer: (1) to be consistent with and in furtherance of the objectives of the Plan, (2) to conform to the provisions of the Act, (3) to be responsive to the RFP, (4) to be in the best interests of the citizens of the City, (5) to further the purposes and objectives of the Agency, and (6) to further the public purpose of eradicating conditions of blight in the Area. The parties recognize and agree that during the process of review and approval provided for in the Agreement the design of the Project may be subject to change and modification as may be either agreed to by the parties or required as provided herein or by the appropriate regulatory authority, and should any changes be necessaryor desirable the parties agree that they will act expeditiously and reasonably in reviewing and approving or disapproving any changes or modifications to the Project. (b)Based upon and as a result of the findings set forth in subsection (a) above, the Proposal, including such changes and revisions as are provided by this Agreement, is hereby affirmed by the Developer and approved and accepted by the Agency. (c)The parties hereto find that the terms and conditions set forth in this Agreement do not, individually or collectively, constitute a substantial deviation from the RFP or the Proposal. 2.03.Cooperation of the Parties. The parties hereto recognize that the successful development of the Project and each component thereof is dependent upon continued cooperation of the parties hereto, and each agrees that it shall act in a reasonable manner hereunder, provide the other party with complete and updated information from time to time with respect to the conditions such party is responsible for satisfying hereunder and make its good faith reasonable effort to ensure that such cooperation is continuous, the purposes of this Agreement are carried out to the full extent contemplated hereby and the Project is designed, constructed, equipped, completed and operated as provided herein. 2.04.Authorized Representative. (a)Each party shall designate an Authorized Representative to act on its behalf to the extent of the grant of any authority to such representative. Written notice of the designation of such a representative (and any subsequent change in the Authorized Representative) shall be given by the designating party to the other party in writing in accordance with the procedure set forth in Section 15.03 hereof. (b)Except as otherwise expressly provided in this Agreement, whenever approval or action by the Developer or the Agency is required by this Agreement, such action or approval may, in the discretion of the party considering such approval or action, be taken or given by the Authorized Representative thereof. A party to this Agreement may rely upon the representation of the other party's Authorized Representative that such person has the requisite authority to give the approval or take the action being done by that Authorized Representative. A party may not later deny that its Authorized Representative had the authority represented to and relied upon by the other party or revoke or deny any action taken by such Authorized Representative which was relied upon by the other party. (c)The Developer does hereby notify the Agency that its initial Authorized Representatives for the 6 Project are Frank Tetel, Roxanne Amoroso and Mark Filburn. (d)The Agency does hereby notify the Developer that its initial Authorized Representative is Rod Irwin, Executive Director. ARTICLE 3.LAND USE REGULATION AND RESTRICTIONS ON USE. 3.01.Zoning. On the Effective Date, the zoning classification for the Project Site is Downtown, abbreviated as “D.” The parties recognize and acknowledge that the zoning classification of the Project Site as of the Effective Date permits residential development of the Project Site of 30 residential dwelling units per acre. The Project Site is approximately 6.4 acres which will currently allow development of 191 residential multi-family dwelling units. Developer shall apply to the City for an allocation of an additional 56 to 69 residential multi-family dwelling units, of which 7 residential units shall be Live-Work Units as shown in Exhibit B(except as provided in Section 3.07(f)), and between 10,000 to 15,000 square feet of retail use from the Public Amenities Incentive Pool, as more particularly described in Section 3.04 hereof. 3.02.Redevelopment Plan.The Agency represents to the Developer and the Developer acknowledges that as of the date of the RFP and the Proposal the provisions of the Plan pertaining to the Project Site are consistent with the Project as contemplated by the Proposal. 3.03.Development of Regional Impact.The parties hereto acknowledge and agree that the Project as contemplated by the Proposal and this Agreement was not and is not as of the Effective Date a "development of regional impact" within the meaning of Section 380.06, Florida Statutes. 3.04.Permits. (a)The Developer shall prepare and submit to the City by no later than three months following the approval of the Development Agreement, (i) a complete and sufficient application for flexible development approval of a comprehensive infill redevelopment project to allow development of the Project in accordance with the Project Plans and Specifications; and (ii) a complete and sufficient public amenities incentive pool use application requesting between 56 and 69 residential multi-family dwelling units and at least 10,000 square feet and no more than 15,000 square feet of retail be allocated to the Project Site from the Public Amenities Incentive Pool (collectively, "Applications"). The Applications are subject to approval by the Clearwater Community Development Board ("CDB"). The parties acknowledge that the CDB is an independent entity which is not a party to this Agreement and will render its independent decision concerning the Applications. (b)The Developer shall prepare and submit to the appropriate governmental authorities, including the City, by no later than six months following receipt of CDB Approval described in 3.04(a), the applications for each and every Building Permit and any and all necessary Permits for the Project, and shall bear all costs of preparing such applications, applying for and obtaining the Building Permits and Permits including applicable application, inspection, regulatory and Impact Fees or charges pertaining to the Project, including, but not limited to, any Building Permits or Permits, review, application, inspection, regulatory or Impact Fees. (c)The Agency, as the property owner, shall cooperate with the Developer in making the Applications, and the Agency shall cooperate with the Developer in obtaining all necessary Permits and the Building Permits required for the construction and completion of the Project. (d)The Agency's duties, obligations, or responsibilities under any section of this Agreement, specifically including but not limited to this Section 3.04, do not affect the Agency's or the City's right, duty, obligation, authority and power to act in its governmental or regulatory capacity in accordance with applicable laws, ordinances, codes or other building or project regulation. (e)Notwithstanding any other provisions of this Agreement, any required permitting, licensing or other regulatory approvals by the Agency or the City shall be subject to the established procedures and requirements of the Agency or the City with respect to review and permitting of a project of a similar or comparable nature, size and scope. In no event shall the Agency or the City, due to any provision of this 7 Agreement, be obligated to take any action concerning regulatory approvals except through its established processes and in accordance with applicable provisions of law. 3.05.Concurrency. (a)The parties hereto recognize and acknowledge that Florida law(specifically, Part II, Chapter 163, Florida Statutes) imposes restrictions on development if adequate public improvements are not available concurrently with that development to absorb and handle the demand on public services caused by that development. The City has created and implemented a system for monitoring the effects of development on public services within the City. The Developer recognizes and acknowledges it must satisfy the concurrency requirements of Florida law as applied to the Project. Specifically, the Developer covenants and agrees to comply with the City's land development code, including providing to the City any and all data and analysis that shows the Project will be consistent with the goals, objectives and policies of the comprehensive plan for the City, adopted by the City and in effect on the Effective Date, and the Developer further covenants and agrees to comply with concurrency certification provisions of the City's land development code. (b)The Agency represents and warrants and the Developer acknowledges that as of the Effective Date the Project as contemplated by this Agreement does not require any reservation of capacity or to seek any approvals as a result of the concurrency requirements described in subsection (a). If legally obligated in the future to comply with such requirements, the Developer agrees to seek issuance of a concurrency compliance certificate or other similar document by whatever name known and a reservation of services capacity under the City's concurrency management system, and does further agree to maintain such certificate and reservation. The Developer covenants and agrees with the Agency to not undertake any action or fail to take any action, which would cause the City to revoke or invalidate the concurrency compliance certificate or the reservation of services capacity. 3.06.Not a Development Order or Permit. The parties do hereby acknowledge, agree and represent that this Agreement is not intended to be and should not be construed or deemed tobe a "development order" or "development permit" within the meaning of those terms in Section 163.3164, Florida Statutes. 3.07.Permitted Uses. (a)The Project shall consist of no fewer than 225 and not more than 260 residential multi-family dwelling units and approximately 23,000 square feet of associated appurtenances and amenity space. Seven (7) residential multi-family dwelling units fronting on Cleveland St. and Prospect Avenue as identified in Exhibit B shall be mixed use Live/Work Units except asotherwise permitted in §3.07(f),herein. (b)The Project shall contain between 10,000 square feet and 15,000 square feet of Allowable Retail Uses to be located on the first floor. (c)The Developer shall actively market and use its best efforts to obtain tenants for the first floor retail space as one or more of the Allowable Retail Uses. However, should the Developer determine in its sole discretion that it has been unable to obtain satisfactory tenants operating Allowable Retail Uses within one year of issuance of the temporary Certificate of Occupancy for the retail space, the Executive Directorshall allow, upon written request of the Developer, one or more Alternative Retail Uses to occupy the first floor retail space. (d)The following uses are prohibited: (1)All uses prohibited by the Clearwater Downtown Redevelopment Plan; (2)All other retail uses not specifically defined herein as Allowable Retail Uses or Alternative Retail Uses, pursuant to the Community Development Code’s definition of retail sales and services; (3)Nightclub; (4)Alcoholic beverage package store; (5)Medical or veterinary offices; (e)Developer or any person or entity proposing to use the Project Site for a use not consistent with this 8 Section 3.07, shall file with the Agency a request for a release of part or all of the restrictions imposed by this section. Within thirty days of receipt of such a request, the Agency shall consider such request and either deny the request, approve the request as filed, or approve the request subject to such terms, conditions and limitations as the Agency may require. Any such release of a restriction shall be evidenced by an amendment to this Development Agreement executed by Agency and the Developer and recorded in the public records of Pinellas County, Florida, the cost of which recording shall be paid by Developer. Nothing in this Section 3.07 is intended to effect or override any law, ordinance, regulation or otherlegal restriction set forth in this Agreement. (f)Live/Work Units are anticipated to be spaces which combine the residence and retail or office business use of the resident. The uses permitted in the Live/Work Units include any of the Allowable Retail UsesorAlternative Retail Uses. Examples of permitted uses include but are not limited to artist gallery space, architect or accountant offices, and jewelry or clothing retailers. Developer shall coordinate with tenants to provide separation between the“live” and “work” spaces within each unit which is appropriate to each tenants’ intended use of its unit. Each Live/work Unit shall be permitted signage for the "Work" use, pursuant to Community Development Code Section 3-1808, the “Comprehensive Sign Program”. Notwithstanding the foregoing, in the event Developer has made reasonable but unsuccessful efforts for at least one (1) year to leasea Live/Work Unitfor its intended live/work purpose, Developer may request approval by the Agency ExecutiveDirector to lease such unit solely for residential use. Developer shall submit evidence to the Director of Developer’s reasonable efforts to lease the unit for live/work, and the Director shall not unreasonably withhold approval of the useof the unit asresidential. Developer agrees that notwithstanding the Director’s approval to allow the unit to be leased for residential use, Developer shall continue to market the unit as a Live/Work Unit and, upon the expiration of the residential lease, shall lease the unit for live/work if such a tenant is availableand willing to pay rent that is no less than the lowest rent being charged to existing tenants in Live/Work Units or the residential tenants in the Project at the time the unit becomes available. 3.08.Mixed Use Project.The Project is being developed as a mixed use condominium with at least one residential condominium unit (comprised of one or more multi-family dwelling units) and one or more commercial condominium units (comprised of one or more retail/office units) contained within one or more buildings. ARTICLE 4.PROJECT PLANS AND SPECIFICATIONS. 4.01.Site Plan. (a)The Developer has prepared a preliminary Site Plan, a copy of which is attached hereto as Exhibit "B," that contemplates development of the Project consistent with this Agreement. The Developer agrees that during the term of this Agreement any material changes to the preliminary Site Plan or any subsequent versions of the Site Plan will be submitted to the Agency for approval. (b)The Site Plan approved by the Agency shall be the basis for and incorporated into the Project Plans and Specifications. 4.02.Preparation of Project Plans and Specifications. (a)The Developer shall prepare the Project Plans and Specifications in sufficient detail and description of the Project, graphically and narratively if requested, to allow the Agency the opportunity to determine if those plans and specifications are consistent with the Proposal, the Site Plan and the Plan. (b)(1)The Developer is responsible for the cost of preparing, submitting and obtaining approval of the Project Plans and Specifications (2)The Developer has retained and shall retain the Project Professionals to prepare the Project Plans and Specifications, and shallnotify the Agency of the names of such Project Professionals and any subsequent changes thereto or additional Project Professionals retained with respect to the Project. The Developer shall cause the Project Professionals to prepare the Project Plans andSpecifications. 9 (c)(1)The Agency does hereby consent to the preparation of the Project Plans and Specifications, and any revisions thereto, by the Project Professionals, and the Agency will not withhold approval of the Project Plans and Specifications because they were prepared by the Project Professionals. The Agency hereby acknowledges and agrees that the selection of the Project Professionals is the sole responsibility of, and within the sole discretion of, the Developer, and the Agency will not participate, and has not previously participated, in such selection by the Developer. (2)The parties hereto mutually acknowledge and agree the Project Professionals are not, individually or collectively, agents or representatives, either expressed or implied, of the City or the Agency. (d)The Developer shall provide the Project Plans and Specifications to the Agency for review and approval, which approval shall not be unreasonably withheld, prior to submittal of the Applications. The Agency and the Developer recognize and acknowledge the need for expedited review of the Project Plans and Specifications and approval by the Agency. (e)The Project Plans and Specifications contemplated by this subsection (d) shall be sufficient for a determination by the City required by the ordinances and regulations of the City. 4.03.Coordination with City Review. The Developer has represented to the Agency and the Agency acknowledges the need to expedite the process for review of the Project Plans and Specifications and the issuance of any Building Permits and Permits. The Agency agrees to use its best efforts to coordinate and expedite its review of the Project Plans and Specifications with any review or approvals by the City or other governmental entities. 4.04.Agency Review of Project Plans and Specifications. (a)During the term of this Agreement, Agency review and approval of the Project Plans and Specifications is a prerequisite for issuance of the initial Building Permit for construction of the Project, or any part thereof. Rod Irwin, the Executive Director, is hereby delegated by the Agency to review and approve the Project Plans and Specifications for substantial compliance with the Site Plan. (b)Upon the Developer submitting the Project Plans and Specifications to the Agency for review, the Agency agrees to diligently proceed with and complete its review of the Project Plans and Specifications and respond to the Developer as soon as reasonably possible after receipt thereof, but in no event later than fifteen (15) days after receipt of such Project Plans and Specifications, and advise the Developer in writing of the Agency's reasonable objections thereto or that the Project Plans and Specifications have been approved as submitted. (c)If the Agency gives written notice of specific objections to or deficiencies in the Project Plans and Specifications as provided in subsection (b), then the Agency and the Developer shall expeditiously, diligently and reasonably negotiate to resolve such objections. (d)If the Project Plans and Specifications submitted to the Agency by the Developer substantially comply with this Agreement, including being substantially in accordance with the Site Plan, and further the purposes of the Plan, the Agency shall approve the Project Plans and Specifications as submitted, and shall notify the City and other pertinent governmental entities of such approval and recommend the City and such other pertinent governmental entities give such approvals and issue such Permits and Building Permits or licenses as are necessary for development of the Project. (e)If the Developer does not dispute the objections to any proposed Project Plans and Specifications contained in any notice from the Agency, it shall submit revised Project Plans and Specifications satisfying such objections. Any changes in the Project Plans and Specifications made by the Developer in response to such a notice shall be made without charge to the Agency. 4.05 Retail Use Identification and Approval Process. 10 (a)Retail Storyboarding Process. The Developer and the Agency will collaborate to identify additional retail uses other than the Allowable Retail Uses and Alternative Retail Uses for which there is sufficient market demand and which the Agency and the Developer agree should be permitted. The Agency will support applications for amendments to the Community Development Code and/or the Clearwater Downtown Redevelopment Plan to permit such uses, if such use is prohibited by either the Clearwater Downtown Development Plan or the Community Development Code. (b)Retail Development. Developing retail uses in the Project is consistent with the Plan and the Agency recognizes that providing economic support for retail development is necessary for its success. In order to facilitate the development and leasing of retail uses in the Project, the Agency agrees to reimburse the Developer seven hundred thousand dollars ($700,000.00) representing a portion of the impact fees, mobility fees, permitting review fees, water, sewer and fire fees paid to the City of Clearwater (the "Retail Support Funds") during development. Upon Developer's receipt of a certificate of occupancy for the first retail building constructed on the Project Site, Agency shall deliver fifty percent (50%) of the Retail Support Funds to the Developer. Upon Developer's receipt of a certificate of occupancy for the second retail building constructed on the Project Site, Agency shall deliver the remaining fifty percent (50%) of the Retail Support Funds to the Developer. Payment shall be made within thirty (30) days of the date the relevant certificate of occupancy is issued.In addition to the Retail Support Funds, the Developer and retail tenants shall be eligible to apply for all other Agency retail incentive programs to the extent such programs are offered by the Agency. 4.06 Project Schedule. (a)Developer shall submit complete applications for all necessary Permits and Building Permits, as described in Section 3.04(b) hereof, within six (6) months after the date on which the Agency approves the Development Agreement. (b)Developer shall Commence Construction of the Project within twelve (12) months after the date on which the Agency approves the Development Agreement. (c)Developer shall commence Vertical Construction within six (6) months of the Commencement Date. (d)Developer shall have substantially completed construction of the Project in accordance with Section 7.05, within fourteen (14) months after the Commencement Date. ARTICLE 5.PROJECT FINANCING. 5.01.Project Financing. (a)If the Developer elects to obtain Construction Financing, the Developer shall use its reasonable efforts to obtain from each Lender a term sheet for provision of the Construction Financing as soon as is reasonably possible. Upon obtaining such Construction Financing, the Developer shall notify the Agency that it has obtained said financing and provide to the Agency the name and address of the Construction Financing Lender. (b)If permitted by the terms of the construction financing, the Agency shall have an affirmative right, but not an obligation, to cure any default by the Developer under the Construction Financing. The parties recognize and acknowledge that the Agency's right under this paragraph (2) is not intended to be superioror ahead of any lien or right of any Lender to enforce its rights and remedies under the financing documents pertaining to the Project Financing. (c)The Developer covenants and agrees with the Agency that the proceeds of the Construction Financing shall be solely for the purpose of paying costs and fees related to the development and construction of the Project and that such proceeds, together with itsown funds or other funds available to it from capital sources shall be sufficient to pay the costs of acquiring the Project Site and the development, construction and completion of the Project. 11 5.02.Notice of Developer's Default. (a)The Developer covenants and agrees with the Agency that Developer shall notify the Agency in writing within 5 days of Developer receiving notice that Construction Lender declares the Developer to be in default or if an event of default has occurred under the financing documents for the Construction Financing. The notice from the Developer to the Agency shall state the basis of the default by the Developer, shall identify the particular provision of the financing documents under which the Developer is in default and shall include copies of any pleadings in any proceeding instituted by the Construction Lender incident thereto. (b)Any notice from the Agency to the Developer specifying an event of default by the Developer under Section 12.01 hereof shall, at the same time itis provided to the Developer, be mailed by the Agency to any Construction Lender by certified mail, return receipt requested, at its address last given to the Agency by the Developer prior to such notice; provided, however, the failure of the Agency to mail any such notice or the Construction Lender to receive any such notice shall not constitute a material breach or default of this Agreement by the Agency, nor shall it constitute a waiver by or preclude or delay the Agency from proceeding with or enforcing any right or remedy available to it under this Agreement. The notice from the Agency to the Construction Lender shall state the basis of the default, the particular provision of this Agreement under which the Developer is in default and shall include copies of any pleadings in any proceedings instituted by the Agency incident thereto. 5.03.Cure of Developer's Default by Lender. (a)(1) Following the Agency providing the notice under Subsection 5.02(b) hereof, the Construction Lender may, at its election, cure or remedy the default by the Developer described in such notice. If the Construction Lender elects to cure such default, it shall give notice of such election to the Agency and the Developer within sixty (60) days after the Agency issued its notice of default by the Developer as provided in Section 12.01 hereof. (2)So long as the Construction Lender proceeds to cure or remedy the Developer's default of this Agreement, the Agency agrees not to exercise any right or remedy available to it resulting from the Developer's default described in the notice and which the Construction Lender has elected to cure for such period of time as shall be reasonably necessary for the Construction Lender to cure or remedy such default, including any time reasonablynecessary for the Construction Lender to obtain possession of the Project Site, if possession is necessary to enable the Construction Lender to cure or remedy such default. (b)If a default by the Developer under this Agreement is timely cured or remedied by the Construction Lender pursuant to this Section 5.03, then the Agency shall not have any rights or remedies against the Developer with regard to such default. (c)If the Construction Lender elects to cure or remedy the Developer's default hereunder as provided in subsection (a) hereof, it shall then be subject to and bound by the provisions of this Agreement and the actions required to be taken to remedy or cure said default that, but for the default by the Developer, would have been applicable to the Developer. (d)If, as a result of the Construction Lender curing or remedying a default by the Developer under this Agreement, the Construction Lender completes the construction of the Project upon receipt of a written request by the Construction Lenderto the Agency for a construction Completion Certificate, the Agency shall execute and deliver to the Construction Lender a construction Completion Certificate for the Project, in the same manner and procedure as if the Developer has requested such a certificate under Section 7.05 hereof. (e)Subsequent to a default under this Agreement by the Developer, if the Construction Lender does not timely elect to cure such default as provided in subsection (a) hereof, or makes such election and proceeds to construct and complete the Project, but fails to complete such construction by the Completion Date (subject to extensions for Unavoidable Delays) and such failure shall not have been cured within sixty (60) days (or such longer period as may be reasonably necessary and mutually agreed upon by the Agency and the Construction Lender), then the Agency may proceed with any remedies available to it under Section 12.01 12 hereof. 5.04.Construction Lender Not Obligated to Construct. (a)If the Construction Lender elects not to cure a default by the Developer hereunder as provided in Subsection 5.03(a) hereof, the Construction Lender and any other holder who obtains title to or possession of the Project Site, or any part thereof, as a result of foreclosure proceedings or any other action in lieu thereof, including (I) any other party who thereafter obtains title to the Project Site or such part from and through such holder or, (ii) any other purchaser at a foreclosure sale, or (iii) any other grantee under a deed in lieu of foreclosure, and any of such parties' successors and assigns, shall not be obligated by this Agreement to construct or complete the Project, or to guarantee such construction or completion or to perform any of the Developer's other agreements, obligationsor covenants under this Agreement. (b)Nothing in this Section 5.04 or any other provisions of this Agreement shall be deemed or construed to permit or authorize any Construction Lender or any other party obtaining title to or possession of the Project Site, or any part thereof, to devote the Project Site, or any part thereof, to any use, or to construct any improvements thereon, other than the uses and improvements provided in the Plan and in the Project Plans and Specifications, unless prior to commencement of such use, approval thereof is obtained from the Agency, which approval shall not be unreasonably withheld or delayed. 5.05.Agency Cures Developer's Default. If prior to the issuance of the Project Completion Certificate, the Developer defaultsunder this Agreement or under, and to the holder of, any mortgage or other instrument creating an encumbrance or lien upon the Project Site, or any part thereof, if permitted by the terms of the Construction Financing, the Agency may cure such default or breach. In such an event, the Agency, as the case may be, shall be entitled, in addition to and without limitation upon any other rights or remedies or payment of any other amounts to which it shall be entitled by this Agreement, operation of law, or otherwise, to reimbursement from the Developer for all costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by the Agency in curing such default, together with interest thereon at a per annum rate equal to twelve percent (12%) until such amount is paid. The Agency shall have a lien on the Project Site for the amount of such reimbursement; provided, that any such lien shall be subject and subordinate to the lien of any then existing mortgage of the Project Site in favor of theConstruction Lender. ARTICLE 6. PROJECT SITE CONVEYANCE. 6.01.Findings; Representations. (a)The Agency is or will be, the owner of the Project Site by the Closing Date. (b)Developer desires to purchase from Agency and Agency desires to sell to Developer the Project Site. 6.02.Agreement to Sell and Purchase. The Agency hereby agrees to sell and convey the Project Site to Developer and Developer hereby agrees to purchase the Project Site from Agency, upon the terms and conditions set forth in thisArticle 6. 6.03.Purchase Price/Deposit. (a)The Developer shall pay to the Agency as the purchase price for the Project Site the sum of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00), which is subject to adjustment as set forth inthis Section 6.03 ("Purchase Price."). (b)In the event Developer receives approval of the Project with less than 247 residential multi-family dwelling units, the Purchase Price shall be reduced by the sum of $10,000.00 for each dwelling unit less than 242 units ("Unit Price Minimum"). For example, in the event the Project is approved for 239 units, representing a reduction of 3 units from the Unit Price Minimum, the adjusted Purchase Price shall be $2,470,000.00 [$2,500,000.00less $30,000.00(3x $10,000.00)]. 13 (c)Upon execution of this Agreement by Agency and Developer, Developer shall deliver an earnest money deposit in the amount of $250,000, to be paid as follows: $125,000.00 upon execution of the Agreement and $125,000.00 upon approval of the application by the Community Development Board to Escrow Agent, to be held by Escrow Agent in accordance with the terms of an Escrow Agreement, in the form attached hereto and incorporated herein as Exhibit "F" ("Deposit"). The Deposit shall be paid to Agency and applied to the Purchase Price at closing, unless otherwise disbursed in accordance with the terms of the Agreement and the Escrow Agreement. (d)As a result of the findings in the Report of the Preliminary Geotechnical Investigation, prepared by Driggers Engineering Services Incorporated, dated January 27, 2014, the Agency agrees to provide Developer with a credit at closing of $725,000.00. (e)In accordance with Section 7.01(a) herein, Developer shall provide a credit at closing to Agency of $7,500.00. 6.04.Site Evaluation. (a)From and after the Effective Date hereof during the term of this Agreement, the Developer and its agents and representatives shall be entitled to enter upon the Project Site for inspection, soil tests, examination, and such other matters and investigations as Developer deems necessary and appropriate. In this regard, no such examination will be deemed to constitute a waiver or a relinquishment on the part of Developer of its right to rely on the covenants, representations,warranties and agreements made by Agency or upon the agreements provided to Developer by Agency. Developer will restore any disturbance to the Project Site caused by its acts and will hold Agency harmless and indemnify Agency from and against any and all damages and liability occasioned by any claim asserted against Agency caused by such examination, excluding all damages and liability as a result of (i) a pre-existing condition on the Project Site, or (ii) the negligence and willful misconduct of the Agency. (b)Notwithstanding any other provision of this Agreement, Developer shall have the absolute right for a period of forty-five (45) days following the date upon which the Community Development Board has approved the Applications, inclusive of any appeal period, in which to review and examine the Project Site and the items provided from Agency (herein referred to as the "Evaluation Period"). At any time prior to the expiration of the Evaluation Period, Developer may terminate this Agreement if, in itssole discretion, Developer determines that the Project Site or the contemplated development or construction thereon is not economically or otherwise acceptable to Developer. Developer may terminate this Agreement as provided in Section 12.05, however, Developer shall not be entitled to a return of the Deposit. (c)Notwithstanding any other provision of this Agreement, in the event Developer does not receive approval of the Project after diligent effort and compliance with the timelines for submittal set forth herein and the procedural requirements of the City for submitting plans and specifications for approval to the City, Developer shall be entitled to terminate this Agreement as provided in Section 12.05 hereof, and shall receive a return of the Deposit. (d) Notwithstanding any other provision of this Agreement, in the event Developer is unable to obtain financing on commercially reasonable terms prior to the Closing Date, Developer may elect to terminate this Agreement as provided in Section 12.05. 6.05.Title. (a)Within twenty (20) days after the Effective Date, the Agency shall furnish to Developer, at Agency's expense, a commitment for the issuance of an owner's policy of title insurance for the Project Site by Old Republic National Title Insurance Company, by its agent Fletcher & Fischer, P.L. (collectively, "Title Company"), in the standard form adopted by the American Land Title Association, at no more than the promulgated rate, accompanied by one copy of all documents affecting the Project Site which constitute exceptions to the commitment. This commitment shall be in the amount of the total Purchase Price of the Project Site, shall show in Agency or the City, a good and marketable title in fee simple, free and clear of all 14 liens and encumbrances without exception other than those permitted under the provisions of Section 6.13 hereof (the "Permitted Exceptions") in a form reasonably acceptable to Developer and shall be referred to hereinafter as the "Title Commitment". (b)If the Title Commitment, any update thereof or subsequent title commitment or the survey delivered to Developer in connection with the Project Site shows that the title is defective or unmarketable or that any part of the Project Site is subject to liens, restrictions, easements, encroachments or encumbrances of any nature whatsoever other than the Permitted Exceptions, Developer shall give Agency a reasonable time (not to exceed sixty (60) days after Developer has given written notice to Agency of any unacceptable conditions of title) within which to remedy or remove any such unacceptable conditions of title. Failure of Agency to remedy or remove any such unacceptable condition of title shall constitute a grounds for termination as provided in Section 12.05, unless Developer gives Agency its written waiver of such unacceptable condition of title. (c)Within thirty (30) days after closing, Agency shall furnish to Developer, at Agency's expense, a standard ALTA Marketability Form B-1970 (Rev. 10/17/70 and Rev. 10/17/84) owner's policy of title insurance based on the Title Commitment. Such policy will be issued by the title company that issued the Title Commitment, will be in the amount of the Purchase Price and will insure Developer's fee simple title, as the case may be, to the Project Site subject to no exceptions other than the Permitted Exceptions. Agency shall pay the premium charged for the issuance of any owner's policy of title insurance to the extent of the Purchase Price showing Developer as the fee simple owner of the Project Site. 6.06.Survey. (a)The Developer, shall employ a surveyor licensed by the State of Florida to prepare a current survey of the Project Site. (b)The survey shall: (1)Include the sealed Survey Certification attached hereto as Exhibit “G” for the Project Site. (2)Set forth an accurate metes and bounds description of the Project Site, which metes and bounds description shall be used for the purposes of conveying the Project Site to Developer hereunder, and the gross number of acres contained in the Project Site. (3)Locate all existing easements and rights of way, whether recorded or visible (setting forth the book and page number of the recorded instruments creating the easement). (4)Show any encroachments onto the Project Site from adjoining property and any encroachments from the Project Site onto adjoining property. (5)Show all existing improvements (such as buildings, power lines, fences, roads, driveways, railroads, underground pipelines, cables, etc.) and all rivers, creeks, drainage ditches or other water courses. (6)Show all dedicated public streets providing access to the Project Site and whether such access is paved to the property line of the Project Site. (7)Identify any flood zones as defined on Federal Flood Insurance Rate Maps (F.I.R.M.) for Pinellas County, Florida that affect the Project Site. (8)Show all applicable set back lines with reference to the source of the set backs. In the event the survey shows any encroachments of any improvement upon, from or onto the Project Site or shows any other matter of survey which is objectionable to Developer, in Developer's sole discretion, then Developer shall provide Agency with notice of such defect and the same shall be deemed a title defect and shall be treated as an objection to title by Developer as provided under Section 6.05(b). 15 6.07.Rights and Duties of Agency. (a)Agency shall cooperate in good faith with Developer in Developer's evaluation of the Project Site and shall execute all documents or perform such other acts, reasonably necessary to enable Developer to satisfactorily complete its evaluation of the Project Site and shall provide to Developer and its consultants any information or documents reasonably required by Developerand in Agency's or its consultant's possession which would assist Developer in such evaluation and preparation. (b)Agency shall reaffirm in writing to Developer that the covenants, warranties and representations set forth herein are true and correct as of the Closing Date. Rights and Duties of Developer.Developer agrees to timely commence and pursue its evaluation of the Project Site hereunder in good faith; provided, however, at any time, Developer may cease such evaluations and terminate this Agreement as provided in Section 6.04(b). 6.09.Conditions to Closing. (a)The obligation of Developer to purchase the Project Site is subject to the following ("Conditions to Closing") unless waived by the Developer on or before the Closing Date: (1)Developer's purchase of the Project Site is contingent upon Developer obtaining approval of the Applications, resulting in a site plan approval of the Project for no fewer than 225 multi-family residential dwelling units and 10,000 square feet of ground floor retail space. Approval of 257 multi-family residential dwelling units and up to 15,000 square feet of ground floor retail shall be sought by Developer but are not conditions precedent to closing. (2)The representations and warranties of Agency set forthherein being true on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date. (3)The Project shall be in compliance with the zoning, land use and concurrency requirements for the Project for no fewer than 225 multi-family residential dwelling units. (4)Developer making a determination that the Town Lake has adequate capacity to accept stormwater drainage from the Project Site and obtaining any necessary stormwater drainage easements for the benefit of the Project Site. (5)Intentionally Omitted. (6)Intentionally Omitted. (7)Conveyance by the City to the Agency, fee simple title to any portion of the Project Site owned by the City. (8)Repayment by theAgency of all funds due to the U.S. Department of Housing and Urban Development related to the Project Site. (9) Developer obtaining financing for construction of the Project on commercially reasonable terms. (10)The City granting easements at theProspect Lake Park/Project Site boundary to permit construction of the Project as contemplated in the Plans and Specifications, as further described in Section 7.08. (11)The City entering into a Park Access Agreement in the form attached hereto as Exhibit "K". In the event the Conditions to Closing are not satisfied on or before the Closing Date, as hereinafter defined, 16 Developer may terminate this Agreement as set forth in Section 12.05 or may, at Developer's option, extend the Closing Date to permit the Agency to satisfy the Conditions to Closing. If Developer terminates because the Conditions to Closing are not satisfied, Developer shall be entitled to return of the Deposit except as otherwise provided herein. (b)The obligation of the Agency to convey the Project Site to the Developer is subject to the following unless waived by the Agency on or before the Closing Date: (1)The representations and warranties of the Developer set forth in Section 10.01 being true on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date. (2)The Developer is not then in default of this Agreement as provided in Section 12.01. (3)The Agency shall have approved the Project Plansand Specifications. (4)The City shall have approved the Site Plan for the Project for no fewer than 225 multi-family dwelling units and at least 10,000 square feet of ground floor retail space. Closing.Provided all conditions to conveyance of the Project Site to the Developer have been satisfied, Developer shall purchase the Project Site on or before the date which is 30 days after issuance of all Building Permits (herein referred to as the "Closing Date"). The parties may mutually agree to changethe Closing Date, provided however that in no instance shall the Closing Date occur later than October 31, 2014. 6.11.Closing Procedure. (a)At closing, the Agency shall convey to Developer by special warranty deed, in the form attached hereto as Exhibit "C", title in fee simple to the Project Site, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions except those permitted in this Agreement and the Permitted Exceptions. (b)At closing, the Agency shall execute and deliver to Developer and Title Company an Affidavit of No Liens in a form satisfactory to Title Company and Developer, so as to cause Title Company to remove the "gap," unrecorded easements and other standard exceptions from the Title Commitment including the construction liens and parties in possession. (c)At closing, the Agency shall deliver to Title Company and Developer a certified copy of the organic document (e.g., the ordinances and resolutions) and all amendments thereto, that legally formed Agency and/or pursuant to which Agency holds title to the Project Site, along with evidence satisfactory to Title Company of Agency's authority to execute and deliver the documents necessary or advisable to consummate the transaction contemplated hereby. (d)At closing, the Agency shall deliver an endorsement to the Title Commitment required herein and such further instruments as may be required by Developer, Developer's counsel or the Title Company to vest in Developer title of the Project Site as provided herein, all at Agency's expense. (e)Developer shall pay the Purchase Price for the Project Site to Agency as provided in Section 6.03. (f)The Project Site is currently exempt from ad valorem real estate taxes. Commencing on the Closing Date, Developer shall be responsible for all ad valorem real estate taxes on the Project Site and any personal property taxes. (g)Agency shall pay all special assessments and taxes, interest and penalties levied against the Project Site prior to the ClosingDate. (h)Agency has terminated all original leases, if any, for the Project Site or any part thereof and all 17 tenants will have vacated the Project Site by the Closing Date. (i)Agency shall deliver to Developer all original documents pertaining to the Project Site including licenses and permits, if any. (j)Agency shall pay for all documentary stamps and transfer taxes, if any, for the deed, and for the preparation, recording and documentary stamps for all closing documents, lien releases and title curative instruments, its own attorney's fees, the premiums for the owner's title insurance policy, and for recording the deed and all other closing costs and expenses. (k)Intentionally Omitted. (l)Intentionally Omitted. (m)Intentionally Omitted. (n)Closing shall be conducted at the law offices of Fletcher & Fischer, P.L., Tampa, Florida, or elsewhere by mutual agreement. 6.12.Possession.Possession of the Project Site shall pass to Developer upon completion of the closing. 6.13.Condition of Title. Title to the Project Site at the time of conveyance shall be free of all liens, restrictions, easements, encroachments and encumbrances of any nature whatsoever except the following (the "Permitted Exceptions"): (a)Real estate taxes for the year ofclosing and subsequent years that are a lien but not yet due and payable. (b)Comprehensive land use planning, zoning and building ordinances, regulations and requirements adopted by governmental or municipal authority having jurisdiction. (c)Those additional exceptions as contained in the Title Commitment to be delivered by Agency to Developer at closing which Developer, in its sole and absolute discretion, has elected to accept. 6.14.Taxes and Assessments. Agency agrees to pay all taxes and assessments that become a lien on the Project Site prior to the Closing Date promptly when due. All special assessments applicable to any portion of the Project Site, delinquent taxes and delinquent installment of special assessments, together with any penalties and interest thereon, shall be paid by Agency on or before the Closing Date. 6.15.Covenants, Warranties and Representations. Agency hereby covenants, warrants and represents to Developer that: (a)The title of Agency to the Project Site hereby soldis absolute, good and marketable and free and clear of all liens and encumbrances except for the Permitted Exceptions. (b)Agency will have the full legal power to own and convey the Project Site as provided for herein, following conveyance to the Agencyof that portion of the property owned by the City. (c)There are no legal proceedings pending, threatened or contemplated against Agency or the City in any court, tribunal or administrative agency which affect the Project Site or which give or will giverise to any claims or liens against the Project Site or affect Agency's right to transfer the Project Site. The Agency entered into a prior development agreement on the Project Site, which prior agreement has been terminated by the Agency in accordance with its terms. The developer under that prior agreement has not executed a 18 termination certificate as required by the prior agreement. The developer under the prior development agreement included the legal description of the Project Site as land it intended to make subject to Declaration of Covenants and Restrictions for Mediterranean Village in the Park, Stage I recorded in O.R. Book 13604 Page 750 of the Public Records of Pinellas County, Florida together with O.R. Book 14122, Page 1362, O.R. Book 14780,Page 768 and O.R. Book 14780, Page 771 of the Public Records of Pinellas County, Florida (the "CCRs"). The Agency shall undertake all reasonably necessary actions to fulfill all of the requirements of Schedule B-1 of the Title Commitment, including the bringing of suit, if necessary, in order to extinguish any rights of third parties that may exist in connection with the prior Development Agreement and the CCRs. (d)Except with regard to the prior development agreement and CCRs as provided above, there are no rights of possession, use, rights of first refusal or otherwise to the Project Site outstanding in third persons by reason of unrecorded leases, land contracts, sale contracts, options or other documents. (e)No work has been performed or is in progress on or at the Project Site and no materials have been furnished to Agency or the Project Site or any portion thereof which after closing could give rise to any mechanics', materialmen, or other liens, and at the closing, Agency shall furnish to Developer an affidavit attesting to the absence of any such liens or rights to liens. (f)No assessment for public improvements or otherwise have been made against the Project Site which remain unpaid, including without limitation, any special assessments or those for construction of water, sewer, gas and electric lines, nor have any been proposed. (g)Except as disclosed in subsection 6.15(j), below, Agency has no information or knowledge of any change contemplated in the applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent land owners or natural or artificial conditions upon the Project Site which would prevent, limit, impede or make more costly the present or proposed use of the Project Site, provided, however, the City is in the process of adopting amendments to the land development code, but, if adopted, it will not adversely affect the proposed use or contemplated development of the Project Site. (h)From and after the date hereof, Agency shall refrain from (1) making any material changes on or about the Project Site; (2) creating and incurring or permitting to exist any mortgage, lien, pledge or other encumbrance in any way affecting the Project Site; or (3) committing any waste or nuisance on theProject Site. (i)From and after the date hereof, and at any time prior to transfer of title to Developer, Agency shall not grant, sell or convey any interest in the Project Site, including easements or rights of way, to any person, corporation (public or private), governmental body or political subdivision without the written permission of Developer. (j)Agency has delivered to Developer and Developer acknowledges receipt of: (i) Phase I of St. Vincent DePaul ESA (Cardno TBE 10/2010) and Phase II of St. Vincent DePaul ESA (Cardno TBE 3/2011); (ii) Phase II 1021 Park St. (Shaw 3/2013; (iii) Phase II 1005 Park St. (Shaw 12/2012; (iv) the Phase I Environmental Site Assessment for the Property (URS September 2013) (“Phase I ESA”); (v) the Phase II Environmental Site Assessment Report, St. Vincent De Paul Property (URS January 2013); and (vi) the Hydraulic Lift Removal and Phase II Environmental Site Assessment Report, Park Street Properties, Clearwater, Florida (URS January 2014) (“Phase II ESA”). The PhaseII ESA confirms the completion of the removal of four hydraulic lifts from the St. Vincent De Paul parcel in November 2013 and the removal of five hydraulic lifts and some impacted soil from the Ace Auto parcel in November 2013.Following the completion of this removal effort, confirmation soil samples were below the residential soil cleanup target level (“SCTL”) at the soil excavation areas on both parcels, and the groundwater sampled was below the groundwater cleanup target level (“GCTL”).The Phase IIESA also described the results of additional soil sampling conducted throughout the Property and concluded no further remedial action is warranted for the Property. Finally, URS recommended in the Phase II ESA that if any soil is excavated from the Property that is to be removed from the Property, such soil should be analyzed for benzo(a)pyrene in order to determine appropriate off site uses (k) (1) Compliance with Environmental Law.Agency has: (I) materially complied with all applicable 19 Environmental Law; and (ii) not received any notice of alleged outstanding violation of Environmental Law, nor does Agency have knowledge of any facts or circumstances that could constitute such a violation. To the best of Agency's knowledge, there are no Hazardous Substances on, above, within, underneath or in groundwater underlying the Property which exceed applicable standards under any Environmental Law, other than the contaminants described in the Phase II ESA. (2)Definitions. For purposes of this Article 7, the terms in this paragraph (2) shall have the following meanings: (i)"Hazardous Substances" means any substance or material: (a) identified in Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601, as the same may be amended from time to time; or (b) determined to be toxic, a pollutant or contaminant, under Federal, state or local statute, law, ordinance, rule or regulation or judicial or administrative order or decision, as same may be amended from time to time, including but not limited to (i) hazardous wastes as identified pursuant to the Resource Conversation and Recovery Act, 42 U.S.C. §6901, et seq., as the same may be amended from time to time, or (ii) pollutants, petroleum and petroleum products as defined in either Chapter 403 or Chapter 376, Florida Statutes, as the same may be amended from time to time. (ii)"Environmental Law" means any Federal, state or local statutory or common law relating to pollution or protection of the environment, including without limitation, any common law of nuisance or trespass, and any law or regulation relating to emissions, discharges, releases or threatened releases of Hazardous Substances into the environment (including without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances. (l)Other thanthe information contained in in the reports described in (j) above, the series of email exchanges and correspondence between the United States Environmental Protection Agency and City (copies of which have been provided to Developer and are identified in Exhibit “M”, attached hereto),and the Report of the Preliminary Geotechnical Investigation, prepared by Driggers Engineering Services Incorporated, dated January 27, 2014, Agency has no knowledge of any adverse fact relating to the physical condition of the Project Site or any portion thereof which has not been specifically disclosed in writing to Developer, including without limitation landfills, hazardous wastes, fault lines, sinkholes or other geological conditions or adverse soil conditions. (m)Agency has no knowledge that any commitments have been made to any governmental authority, utility company, school board, church or other religious body, homeowners' association, or any other organization, group or individual relating to the Project Site which would impose anobligation upon Developer or its successors or assigns to make any contributions or dedications of money or land or to construct, install or maintain any improvements of a public or private nature on or off the Project Site. (n)There are no facts known to Agency materially affecting the value of the Project Site which are not readily observable by Developer or which have not been disclosed to Developer or identified by Developer in its site investigation. (o)There exists no violation of any requirementor condition to current zoning or land use classifications applicable to the Project Site. (p)The Project Site is not included in any national, state, county or municipal historic registry or similar classification, nor does the Project Site include anyhistorical or archeological artifacts. (q)The Agency has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby and neither this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation of any order, rule, regulation, agreement or instrument or any charter or organizational documents to which the Agency is subject. No further approvals or consents by third parties or governmental bodies are required in order forthe Agency to enter into this Agreement and 20 consummate the transactions contemplated hereby. (r)The covenants, representations and warranties of the Agency as contained herein shall be true and correct as of the Closing Date and shall survive the closing of this transaction. 6.16.Condemnation.In the event that prior to the Closing Date, all or any portion of the Project Site or any rights or easements therein shall be taken by condemnation or rights of eminent domain or like process, or shall be threatened therewith, and the same, in Developer's reasonable opinion, would have a materially adverse impact upon Developer's use of the Project Site, Developer shall, within fifteen (15) days after having received notice thereof from Agency, elect in writing to either (a) continue this Agreement in full force and effect, notwithstanding such taking or threatened taking, in which case Developer shall be required to continue the purchase of the Project Site, in which event Agency shall assign or pay to Developerthe applicable portion of the proceeds payable under such condemnation proceedings, (b) delete the portion of the Project Site condemned or threatened to be condemned from this Agreement, with a proportionate reduction in the Purchase Price, or (c) terminate this Agreement and receive a return of the Deposit. 6.17.Real Estate Commission. Developer and Agency represent that they have not used any brokerage services with respect to the conveyance of the Project Site to the Developer as herein contemplated. The Agency and the Developer shall each hold the other harmless and indemnify the other party, its respective successors, assigns, employees, directors and agents from any and all costs, damages, liabilities and expenses, including reasonable attorney's fees, incurred by reason of any claim for fee or commission of any kind based on the sale contemplated herein. 6.18.Maintenance of Project Site. Prior and up to the Closing Date during its continued possession, the Agency shall maintain the Project Site in good order. 6.19.Radon Gas Notice. (a)As required by Section 404.056(6), Florida Statutes, the following notice is hereby given to the Developer as the prospective purchaser of the Project Site, which may have buildings located thereon, and the Developer acknowledges receipt of such notice: "Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testingmay be obtained from your county public health unit." ARTICLE 7.CONSTRUCTION OF THE PROJECT. 7.01.Site Clearance and Utility Relocation. (a)Except as noted below, the Developer shall be responsible for clearance of the Project Site such that it is in a condition ready for Commencement of Construction as of the Commencement Date. Permits issued by the City for pre-construction activities on the Project Site, including site clearance, shall not be considered a Building Permit for purposes of this Agreement. Agency has partially demolished a concrete block and metal shed ona portion of 1005-1009 Park Street,including the removal of all debrisandBrazilian Pepper trees,and cleanup of the general site. The cost to perform work was $7,500 which amount shall be credited to the Agency at Closing. (b)To the extent required for construction of the Project, the Developer shall be responsible for relocation on the Project Site of the following City utilities: 310 feet of 8 inch sanitary sewer running north– south between Park Street and Pierce Street; 150 feet of 42 inch storm sewer and 200 feet of 36 inch storm sewer running north-south between Park Street and Pierce Street. Developer shall be responsible for design and permitting of the improvements to City standards. The Agency shall reimburse Developer for the approved costs of relocating said utilities in an amount not to exceed two hundred and fifty thousand dollars 21 ($250,000). Developer shall submit contractors bid prices with the reimbursement request and proof of payment.The reimbursement of these utility relocation costs shall be paid from funds legally available to the Agency subject to the limitations contained in Section 15.17. 7.02.Construction of the Project. (a)The Developer shall construct the Project on the Project Site substantially in accordance with the Project Plans and Specifications. Subject to Unavoidable Delay and the terms and conditions in this Agreement, the Developer shall Commence Construction of the Project no later than twelve (12) months after the approval of the Development Agreement. (b)(1)After the Commencement Date and no later than six months following that date, the Developer shall commence Vertical Construction of the Project. The Developer shall continue, pursue and prosecute the Vertical Construction of the Project with reasonable diligence to substantial completion by the Completion Date and shall not at any time actually or effectively have abandoned (or its Contractor having actually or effectively abandoned) the Project Site. For purposes of this subsection (b), "abandoned" means to have ceased all construction work, including all or substantially all the construction work force withdrawing from the Project Site for a period of sixty (60) days. (2)All obligations of the Developer with respect to commencement, continuation and completion of construction of the Project shall be subject to delays and extensions from time to time for Unavoidable Delay. The Developer shall not be deemed to be in default of this Agreement to the extent construction or completion of the Project, or any part thereof, is not complete by reason of Unavoidable Delay. (c)For purposes of this Agreement, "completion," "complete," "substantially complete" or "substantial completion" means, that a certificate of occupancy for the shell of the retail portionof the structure (not including any tenant improvements for the retail space) and a Certificate of Occupancy for each residential building has been issued by the City. (d)(1)Commencing on the fifteenth (15th) day of the calendar month following the calendar month in which the Commencement Date occurs and continuing until the Completion Date, the Developer shall make quarterly reports to the Agency in such detail and in such form as may reasonably be requested by the Agency as to the actual progress of the construction of the Project. (2)If the Agency reasonably believes adequate progress in the construction of the Project is not being made, the Agency shall give written notice to the Developer that adequate progress is apparently not being made in theProject and Developer shall have a period of ten (10) business days after receipt of such notice in which to respond to Agency as to why adequate progress is or is not being made toward completion of the Project. (e)(1)The Developer agrees that each contract between the Developer and a Contractor for the Project shall provide, among other things, that: (i) notice shall be given to the Agency of any material defaults thereunder by the Developer or the Contractor; and (ii) in the event of a material breach by the Developer of such contract that is not being contested by the Developer, the Agency shall have the right, but not the obligation, to cure any defaults by the Developer under such contract without penalty to the Agency or stoppage of the work. (2)If the Agency elects to cure a material default by the Developer under a contract between the Developer and a Contractor, upon receipt of a notice to that effect from the Agency, the Developer shall immediately deliver to the Agency all plans, specifications, drawings, contracts and addenda thereto pertaining to the construction of that part of the Project which are in its possession or control (and shall instruct the Project Professionals and any other persons in possession or control of such plans, specifications, drawings and contracts to deliver them to the Agency). (3)The right of the Agency to cure any default by the Developer as provided in paragraph (1) above shall be subject and subordinate to the right of the Construction Lender to cure such default. 22 (f)The Agency agrees to request that the City cooperate to allow the Developer to stage construction activity off the Property, including but not limited to, on the property identified as all of Lots P-65 through P-74 of MEDITERRANEAN VILLAGE IN THE PARK, according to the map or plat thereof as recorded in Plat Book 125, Page 44 of the Public Records of Pinellas County, Florida, and on any other property owned by the Agency which is near the Property. 7.03.Maintenance and Repairs. During the construction of the Project, the Developer shall, at its own expense, keep the Project in good and clean order and condition and the Developer shall promptly make all necessary or appropriate repairs, replacements and renewals thereof, whether ordinary or extraordinary, foreseen or unforeseen. All repairs, replacements and renewals shall be equal in quality and class to the original work. When making such repairs, replacements or renewals, the Developer shall comply with all applicable laws, ordinances, codes and regulations. 7.04.Project Alterations or Improvements. During the construction of the Project, the Developer may, from time to time, make alterations and improvements, structural or otherwise, to the Project as the Developer deems desirable and consistent with the Project Plans and Specifications for the uses contemplated by this Agreement; provided, however, that prior to the commencement of any material alterations or improvements of sufficient size and scope as to constitute a material change in the previously approved Project Plans and Specifications, the Developer shall notify the Agency of such material change and shall submit a change, amendment or revision to the Project Plans and Specifications to the Agency for review as provided in Sections 4.03 and 4.04 hereof. Nothing in this Section 7.04 is intended nor shall be deemed to limit or restrict the exercise of governmental or regulatory powers or authority by the City or any other governmental entity or to enlarge its regulatory authority. 7.05.Completion Certificate. (a)(1) Upon the substantial completion of the construction of the Project in accordance with the provisions of this Article 7 (particularly including subsection 7.02(c)), the Developer shall prepare and execute the Completion Certificate, which shall then be delivered to the Agency. Upon receipt of the Completion Certificate, the Agency shall promptly and diligently proceed to determine if construction has been completed substantially in accordance with the Project Plans and Specifications and this Agreement. Upon making such a determination the Agency shall execute the Completion Certificate and return it to the Developer. The date of the Completion Certificate shall be the date when the last of the parties shall have executed the Completion Certificate. (2)The Completion Certificate shall constitute a conclusive determination by the parties hereto of the satisfaction and termination of the obligations of the Developer hereunder to construct the Project; provided, however, that nothing in this Section 7.05 shall be a waiver of the rights, duties, obligations or responsibilities of the City or any other governmental entity acting in its regulatory or governmental capacity or an approval of said construction for purposes of the issuance of a certificate of occupancy for the Project. (3)The parties agree that it is their intent that the review by the Agency for purposes of the Completion Certificate determination pursuant to this Section 7.05 is not to be an additional or duplicate inspection over and above that required for purposes of the Building Permit, including the issuance of a certificate of occupancy. The Agency agrees that for purposes of determining if the Project has been substantially completed in accordance with the Project Plans and Specifications, the issuance of a certificate of occupancy shall be a conclusive determination of substantial completion for purposes of this subsection (a) and, if such certificate of occupancy has been determined to have been issued, then the Agency agrees to execute the Completion Certificate. (b)If the Agency shall refuse or fail to execute the Completion Certificate after receipt of a request by the Developer to do so, then the Agency shall, within ten (10) days after its receipt of such request, provide the Developer with a written statement setting forth in reasonable detail the reason(s) why the Agency has not executed the Completion Certificate and what must be done by the Developer to satisfy such objections so that the Agency would sign the Completion Certificate. Upon the Developer satisfying the Agency's objections, then the Developer shall submit a new request to the Agency for execution of the Completion Certificate and that request shall be considered and acted upon in accordance with the procedures in 23 paragraph (a)(1) for the original request. (c)The Completion Certificate shall be in a form sufficient to be recorded in the public records of Pinellas County, Florida. After execution by the Agency, it shallbe promptly returned to the Developer who shall record the Completion Certificate in the public records of Pinellas County, Florida, and pay the cost of such recording. 7.06.Agency Not in Privity with Contractors. The Agency shall not be deemed to be in privity of contract with any Contractor or provider of goods or services with respect to the construction of the Project. 7.07.Repurchase of the Project Site. (a)In the event Developer does not commence Vertical Construction of the Project in accordance with the Project Schedule set forth in Sections 4.06 and 7.02 hereof, Agency shall have an option to purchase the Project Site upon the terms and conditions as set forth in this Section 7.07 (the "Property Option"). The Property Option shall be exercised by Agency within ninety (90) days following the last date on which Developer was required to commence Vertical Construction. The Property Option shall be exercised by Agency providing written notice to Developer of its intent to exercise the Property Option within said ninety (90) day period (time being of the essence with respect to such notice); provided, however, that Agency shall not have the right to exercise such Property Option in the event Developer cures its failure to commence Vertical Construction within thirty (30) days following its receipt of such written notice. In the event that Agency should fail to provide such written notice of its exercise of the Property Option within said ninety (90) day period, then the Property Option shall immediately and automatically lapse. (b)Upon proper and timely exercise of the Property Option, Agency and Developer shall undertake to close the conveyance of the Project Site by Developer to Agency within sixty (60) days following the date of notice of theexercise of the Property Option upon the following terms and conditions: (1)The Project Site shall be acquired subject to any recorded mortgages, notes, or other debt instruments in favor of third parties encumbering the title to the Project Site as evidenced in the Public Records of Pinellas County, Florida. (2)The price to be paid by Agency to Developer for the Project Site shall equal the Purchase Price paid by Developer to Agency at closing less the amount of outstanding debt encumbering the Project Site pursuant to paragraph (b)(1) above that is assumed by the Agency. (3)The Project Site shall be conveyed by Developer to Agency pursuant to a special warranty deed, which deed shall be subject to taxes for the year of closing and the other Permitted Exceptions to which the Project Site was subject on the Closing Date. (c)Upon the commencement of Vertical Construction by Developer in accordance with the Project Schedule, the Agency shall, within five (5) days of Developer’s request, execute and deliver toDeveloper, in recordable form, a termination of the Agency’s Property Option. (d)Upon conveyance of the Project Site to the Agency pursuant to the exercise of the Property Option, this Agreement shall terminate as provided in Section 12.05. (e)The Property Option shall survive a termination of this Agreement by the Developer pursuant to Section 12.05. 7.08 Easements.Upon approval of the Plans and Specifications, the Agency shall work with the Developer to obtain from the City any additional required easement agreements to permit construction of the Project with zero foot setbacks on the Project Site/Park boundary, which agreements shall be substantially in the form provided in Exhibit “N”, hereto. 24 ARTICLE 8.INSURANCE. 8.01.Insurance Requirements Generally. (a) The Developer agrees to purchase and maintain or cause its construction Contractor to purchase and maintain) in full force and effect such insurance policies with coverages generally applicable to projects in the State of Florida and Pinellas County similar in size and scope to the Project. All insurance shall be obtained from financially responsible insurance companies either duly authorized under the laws of the State of Florida to do insurance business in the State of Florida (orsubject to legal process in the State of Florida) and shall be issued and countersigned by duly authorized representatives of such companies for the State of Florida. (b)The insurance coverages and limits shall be evidenced by properly executed certificates of insurance, copies of which shall be provided to the Agency during the term of this Agreement. No less than thirty (30) days written notice by registered or certified mail must be given by the Developer to the Agency of any cancellation, intent notto renew, or reduction in the policy coverages. (c)Nothing in this Agreement is intended or shall be deemed to be designed by the Agency as a recommended insurance program for the Developer. (d)(1) The Developer alone shall be responsible for the sufficiency of its own insurance program. The Agency will in no way be responsible to the Developer or any other party for any inadequacy of the Developer's overall insurance program. (2)The Agency shall be responsible for the sufficiency of its insurance program. The Developer will in no way be responsible to the Agency or any other party for any inadequacy of the Agency's overall insurance program. 8.02.Intentionally Deleted. 8.03.No Waiver of Sovereign Immunity. Nothing in this Article 8 is intended or shall be deemed to constitute a waiver in whole or in part of any sovereign immunity applicable to and that may be asserted by the City or the Agency. ARTICLE 9.INDEMNIFICATION. 9.01.Indemnification by the Developer. (a)For consideration of $10.00 and other good and valuable consideration herein provided, the receipt of which is hereby acknowledged by the Developer, the Developer agrees to indemnify, defend and hold harmless, the Agency, its respective agents, officers, or employees from any and all liabilities, damages, penalties, judgments, claims, demands, costs, losses, expenses or attorneys' fees through appellate proceedings, for personal injury, bodily injury, death or property damage arising out of, or by reason of any act or omission of the Developer, its agents, employees or contractors arising out of, in connection with or by reason of, the performance of any and all services contemplated by this Agreement, or which are alleged to have arisen out of, in connection with or by reason of, the performance of any and all services contemplated by this Agreement, or which are alleged to have arisen out of, in connection with, or by reason of, the performance of such services. (b)The Developer's indemnity obligations under subsection (a) shall survive the earlier of the Termination Date or the Expiration Date, but shall apply only to occurrences, acts, or omissions that arise on or before the earlier of the Termination Date or the Expiration Date. (c)The Developer's indemnity hereunder is not and shall not be interpreted as an insuring agreement between or among the parties to this Agreement, nor as a waiver of sovereign immunity for any party entitled to assert the defense of sovereign immunity. 25 9.02.Indemnification by the Agency. (a)To the extent permitted by law, specifically including Section 768.28, Florida Statutes, and any insurance coverage available to the Agency, the Agency agrees to indemnify, defend and hold harmless, the Developer, its respective, officers, and employees from any and all liabilities, damages, penalties, judgments, claims, demands, costs, losses, expenses or attorneys' fees through appellate proceedings, for personal injury, bodily injury, death or property damage arising out of, or by reason of, any act or omission of the Agency, its respective agents or employees arising out of, in connection with or by reason of, the performance of any and all obligations of the Agency contemplated by this Agreement, or which are alleged to have arisen out of, in connectionwith or by reason of, the performance of any and all obligations of the Agency contemplated by this Agreement, or which are alleged to have arisen out of, in connection with, or by reason of, the performance of such obligations. (b)To the extent permitted by law, specifically including Section 768.28, Florida Statutes, and any insurance coverage available to the Agency, the Agency shall indemnify, defend and hold harmless the Developer, its officers and employees from any and all liabilities, damages, costs, penalties, judgments, claims, demands, losses, or expenses (including, but not limited to, actual attorneys' fees and engineering fees) arising from or attributable to any breach by the Agency, as the case may be, of any covenants, representations or warranties contained in Section 3.02, Section 3.05, Section 6.15 or Section 11.01, or covenants contained in Section 11.02. (c)The Agency's indemnity obligations under this Section 9.02 shall survive the earlier of the Termination Date or the Expiration Date, but shall only apply to occurrences, acts or omissions that arise on or before the earlier of the Termination Date or the Expiration Date. The Agency's indemnity hereunder is not and shall not be interpreted as an insuring agreement between or among the parties to this Agreement, but is in addition to and not limited by any insurance policy provided that said obligation shall not be greater than that permitted and shall be limited by the provisions of Section 768.28, Florida Statutes, or any successor statute thereto. 9.03.Limitation of Indemnification. Notwithstanding anything to the contrary contained herein, with respect to the indemnification obligations of the Developer (as set forth in Section 9.01) and the Agency (as set forth in Section 9.02), the following shall apply: (a)the indemnifying party shall not be responsible for damages that could have been, but were not, mitigated by the indemnified party; (b)the indemnifying party shall not be responsible for that portion of any damages caused by the negligent or willful acts or omissions of, or the breach of any representations or warranties contained herein by, the indemnified party; and (c)there shall be no obligation to indemnify hereunder in the event that the indemnified party (1) shall have effected a settlement of any claim without the prior written consent of the indemnifying party, or (2) shall not have subrogated the indemnifying party to the indemnified party's rights against any third party by an assignment to the indemnifying party of any cause or action against such third party. ARTICLE 10.REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER. 10.01.Representations and Warranties. The Developer represents and warrants to the Agency that each of the following statements is currently true and accurate and agrees the Agency may rely upon each of the following statements: (a)The Developer is a Florida Limited Liability Company duly organized and validly existing under the laws of the State of Florida, has allrequisite power and authority to carry on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be aparty and has consented to 26 service of process upon a designated agent for service of process in the State of Florida. (b)This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which Developer is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the Developer, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof: (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Developer, (3) contravenes or results in any breach of, default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any propertyof the Developer under any indenture, mortgage, deed of trust, bank loan or credit agreement, the Developer's articles of organization, or, any other agreement or instrument to which the Developer is a party or by which the Developer may be bound. (c)This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of the Developer enforceable against the Developer in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d)There are no pending or, to the knowledge of the Developer, threatened actions or proceedings before any courtor administrative agency against the Developer, or against any controlling shareholder, officer, employee or agent of the Developer, which question the validity of this Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Developer. (e)The Developer has filed or caused to be filed all federal, state, local and foreign tax returns,if any, which were required to be filed by the Developer, and has paid, or caused to be paid, all taxes shown to be due and payable on such returns or on any assessments levied against the Developer. (f)All financial information and other documentation,including that pertaining to the Project or the Developer, delivered by the Developer to the City and the Agency, was, on the date of delivery thereof, true and correct. (g)The principal place of business and principal executive offices of the Developerare in Longwood, Florida, and, until the expiration or termination of this Agreement, the Developer will keep original or duplicate records concerning the Project (such as construction contracts, financing documents and corporate documents) and all contracts, licenses and similar rights relating thereto at its office located in Longwood, Florida, copies of which shall be made available to Agency upon 24 hours' written notice. (h)As of the Closing Date, the Developer will have the financial capability to carry out its obligations and responsibilities in connection with the development of the Project as contemplated by this Agreement, including the purchase of the Project Site from the Agency as contemplated by Article 6. (i)The Developer (with the assistance of its Project Professionals) has the experience, expertise, and capability to develop, cause the construction, and complete the Project and, oversee and manage the design, planning, construction, and completion of the Project, and to acquire the Project Site as provided herein. 10.02.Covenants. The Developer covenants with the Agency that until the earlier of the Termination Date or the Expiration Date: (a)The Developer shall timely perform or cause to be performed all of the obligations contained herein which are the responsibility of the Developer to perform. (b)During each year this Agreement and the obligations of the Developer under this Agreement shall be 27 in effect, the Developer shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals and shall cause to occur those events contemplated by this Agreement that are applicable to, and that are the responsibility of, the Developer. (c)The Developer shall assist and cooperate with the Agency to accomplish the development of the Project by the Developer in accordance with this Agreement and the Project Plans and Specifications and will not violate any laws, ordinances, rules, regulations, orders, contracts or agreementsthat are or will be applicable thereto, including the Plan and the Act. (d)The Developer shall comply with all provisions of the financing documents for any Construction Financing. (e)Subsequent to the Effective Date, the Developer shall maintain its financial capability to develop, construct and complete the Project and shall promptly notify the Agency of any event, condition, occurrence, or change in its financial condition which materially adversely affects, or with the passage of time is likely to adversely affect, the Developer's financial capability to successfully and completely develop, construct and complete the Project as contemplated hereby. (f)The Developer shall promptly cause to be filed when due all federal, state, local and foreign tax returns required to be filed by it, and shall promptly pay when due any tax required thereby so as to avoid an uncured tax lien against the Project Site. (g)Subject to and except as permitted by Section 15.01, the Developer shall maintain its existence,will not dissolve or substantially dissolve all of its assets and will not consolidate with or merge into another corporation, limited partnership, or other entity without the prior approval of the Agency, unless the Developer is the surviving entity or retains a controlling interest in the consolidated or merged corporation, in which case no consent by Agency shall be required. In any event, prior to the expiration or termination of this Agreement, the Developer, will promptly notify the Agency of any changes to the existence or form of the limited liability company of Developer. (h)The Developer shall not sell, lease, transfer or otherwise dispose of all or substantially all its assets without adequate consideration and will otherwise take no action which shall have the effect, singularly or in the aggregate, of rendering Developer unable to continue to observe and perform the covenants, agreements, and conditions hereof and the performance of all other obligations required by this Agreement. (i)Except for the removal of any structures, plants, items or other things from the Project Site after the Closing Date necessary for construction of the Project to commence and continue, the Developer shall not permit, commit, or suffer any waste or impairment ofthe Project Site prior to the earlier of the Termination Date or the Expiration Date. (j)Provided all conditions precedent thereto have been satisfied or waived as provided herein, the Developer shall design, construct and complete the Project such thatit is substantially complete as set forth in Section 4.06 of this Agreement. 10.03 Covenant: Nondiscrimination. The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the marketing, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees of the Project Site. 10.04.Survival. The representations, warranties and covenants of Developer as contained in Section 10.01 and 10.02 hereof shall survive the conveyance of the Project Site to the Developer by the Agency. The representations, warranties and covenants of Developer as contained in Section 10.03 hereof shall survive the conveyance of the Project Site to the Developer by the Agency and Termination or Expiration. 28 ARTICLE 11.REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY. 11.01.Representations and Warranties. The Agency represents and warrants to the Developer that each of the following statements is currently true and accurate and agrees that the Developer may rely on each of the following statements: (a)The Agency is a validly existing body corporate and politic of the State of Florida, is the duly created community redevelopment agency of the City under Part III, Chapter 163, Florida Statutes (known as the Community Redevelopment Act of 1969), has all requisite corporate power and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party. (b)This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Agency is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the Agency, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof (1) requires the approval and consent of any other party, except such as have been duly obtainedor as are specifically noted herein, (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Agency, (3) contravenes or results in any breach of, or default under or, other than as contemplated bythis Agreement, results in the creation of any lien or encumbrance upon any property of the Agency under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any otheragreement or instrument to which the Agency is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of the Agency outstanding on the Effective Date. (c)This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Agency is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of the Agency enforceable against the Agency in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d)There are no pending or threatened actions or proceedings before any court or administrative agency against the Agency, or against any officer of the Agency, which question the validity of any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Agency. 11.02.Covenants. The Agency covenants with the Developer that until the earlier of the Termination Date or the Expiration Date: (a)The Agency shall timely perform or cause to be performed all of the obligations contained herein which are the responsibility of the Agency to perform. (b)During each year that this Agreement and the obligations of the Agency under this Agreement shall be in effect, the Agency shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals, and shall cause to occur those events contemplated by this Agreement that are applicable to and are the responsibility of the Agency. (c)The Agency shall assist and cooperate with the Developer to accomplish the development of the Project in accordance with this Agreement and the Project Plans and Specifications, will carry out its duties and responsibilities contemplated by this Agreement, and will not violate any laws, ordinances, rules, regulations, orders,contracts, or agreements that are or will be applicable thereto, and, to the extent permitted by law, the Agency will not enact or adopt or urge or encourage the adoption of any ordinances, resolutions, rules, regulations or orders or approve or enter into any contracts or agreements, including issuing any bonds, notes, or other forms of indebtedness, that will result in any provision of this Agreement to be in violation thereof. 29 (d)The Agency shall not request or recommend any rezoning of the Project Site, or any part thereof, which will prevent or adversely affect the development of the Project. (e)The Agency to the best of its ability, shall maintain its financial capability to carry out its responsibilities as contemplated by this Agreement and shall notify the Developer of any event, condition, occurrence, or change in its financial condition that adversely affects, or with the passage of time is likely to adversely affect, the Agency's financial capability to carry out its responsibilities contemplated hereby. (f)The Agency shall cause the City, subject to the requirements of storm water permitting requirements, to maintain the Prospect Lake Park facility in its current condition, including but not limited to continuing to maintain the sidewalks and bubbler currently constructed and operated therein. 11.03.Survival. The representations, warranties and covenants of Agency as contained in Section 11.01 and 11.02 hereof shall survive the conveyance of the Project Site to the Developer by the Agency. ARTICLE 12.DEFAULT; TERMINATION. 12.01.Default by Developer. (a)Provided the Agency is not then in default of this Agreement under Section 12.02 hereof, the occurrence of any one or more of the following after the Effective Date shall constitute anevent of default by Developer ("Developer Event of Default"): (1)The Developer shall fail to perform or comply with any material provision of this Agreement applicable to it within the time prescribed therefor; provided, however, that suspension of or delay in performance by the Developer during any period in which the Agency is in default of this Agreement as provided in Section 12.02 hereof will not constitute a Developer Event of Default under this subsection (a); or (2)The Developer shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts as they become due or shall file a petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation or shall file an answer admitting, or shall fail reasonably to contest, the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Developer or any material part of such entity's properties; or (3)Within sixty (60) days after thecommencement of any proceeding by or against the Developer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed or otherwise terminated, or if, within sixty (60) days after the appointment without the consent or acquiescence of the Developer of any trustee, receiver or liquidator of any of such entities or of any material part of any of such entity's properties, such appointment shall not have been vacated. (b)(1) If a Developer Event of Default shall remain uncured thirty (30) days after written notice thereof to the Developer, then, in addition to any remedy available under Section 12.03, the Agency may terminate this Agreement or pursue any and all legal or equitable remedies to which the Agency is entitled. In the event the Developer has commenced to cure the Developer Event of Default but it is of such nature that it cannot be completely curedwithin thirty (30) days, then Developer shall have such reasonable additional time as is necessary to cure the Developer Event of Default provided that the entire cure period shall not exceed ninety (90) days after Developer's initial receipt of notice ofthe Developer Event of Default. Notwithstanding any provision in this Agreement to the contrary, if a Developer Event of Default shall occur prior to the Closing Date, Agency's sole and exclusive remedy shall be to terminate this Agreement and retain theDeposit as agreed upon liquidated damages and in full settlement of all claims. (2)Any time periods or deadlines provided in this Agreement shall be tolled or extended by the amount of time to cure any Developer Event of Default hereunder if such eventaffects the Agency's ability to 30 perform by such deadline or the expiration of such period. (c)Subject to the rights of any Lender, any Contractor, creditors of the Developer, and others claiming a legal or equitable interest in the Project, or a portionthereof, if the Agency elects under Section 5.05 to cure a Developer Event of Default and complete the construction of the Project, all plans and specifications, working drawings, construction contracts, contract documents, Building Permits, Permits, management agreements, and financial commitments (all only to the extent assignable) with respect to the Project shall, if such default has not been previously cured, on the day following receipt by the Developer of notice from the Agency of its election to cure under Section 5.05, be deemed then assigned to the Agency making said election, without necessity of any other action being taken or not taken by any party hereto. The Developer shall transfer and deliver to the Agency upon making said election, all assignable Project Plans and Specifications, working drawings, construction contracts, contract documents, financial commitments, management agreements, and all Permits. 12.02.Default by the Agency. (a)Provided the Developer is not then in default underSection 12.01, there shall be an "Agency Event of Default" under this Agreement in the event the Agency shall fail to perform or comply with any material provision of this Agreement applicable to it; provided, however, that suspension of or delay in performance by the Agency during any period in which the Developer is in default of this Agreement as provided in Section 12.01 hereof will not constitute an Agency Event of Default under this subsection (a). (b)If an Agency Event of Default described in subsection (a) shall occur, the Developer shall provide written notice thereof to the Agency, and, after expiration of the curative period described in paragraph (b) below, may terminate this Agreement, institute an action to compel specific performance of theterms hereof by the Agency or pursue any and all legal or equitable remedies to which the Developer is entitled; provided, however, if the Agency Event of Default occurs on or prior to the Closing Date, any monetary recovery by the Developer in any such action shall not include any lost profits or consequential damages and shall be limited to bona fide third-party out-of-pocket costs and expenses, including reasonable attorneys' fees, incurred by the Developer in connection with the negotiation of this Agreement as well as any investigation, due diligence, development, design or construction costs incurred by the Developer in connection with the proposed acquisition and development of the Project Site, unless any such Agency Event of Default was willful andcommitted in bad faith with reckless disregard for the rights of the Developer. Additionally, if the Agency Event of Default occurs prior to the Closing Date, Developer shall be entitled to return of the deposit provided in Section 6.03. If the Agency Event of Default occurs following the Closing Date, Developer shall provide written notice thereof to the Agency, and, after the expiration of the curative period described in paragraph (c) below, may terminate this Agreement, institute an action to compel specific performance of the terms hereof by the Agency or pursue any and all legal or equitable remedies to which the Developer is entitled; any monetary recovery by the Developer in any such action shall include any lost profits or consequential damages inaddition to reimbursement for bona fide third-party out-of-pocket costs and expenses, including reasonable attorneys' fees, incurred by the Developer in connection with the negotiation of this Agreement as well as any investigation, due diligence, development, design or construction costs incurred by the Developer in connection with the proposed acquisition and development of the Project Site. (c)The Developer may not terminate this Agreement or institute an action described in paragraphs (a) or (b) above if the Agency cures such Agency Event of Default within thirty (30) days after receipt by the Agency of written notice from the Developer specifying in reasonable detail the Agency Event of Default, or if any such Agency Event of Default is of such nature that it cannot be completely cured within such period, then within such reasonably longer period of time as may be necessary to cure such Agency Event of Default. If the Agency is proceeding diligently and in good faith to cure such Agency Event of Default, the curative period shall be extended for a period of not exceeding an additional thirty (30) days without any approval or consent of the Developer being required, but such approval will be required (and shall be given or withheld in Developer's sole discretion) if the curative period is to be extended beyond the aggregate of sixty (60) days after the notice of such Agency Event of Default has been given by the Developer to the Agency. If the Agency shall fail to cure such Agency Event of Default within said thirty (30) day or longer period (as extended above) or ceases to proceed diligently to timely cure such Agency Event Default, then the Developer may proceed with its available remedies without providing any additional notice to the Agency. 31 (d)Any time periods or deadlines provided in this Agreement shall be tolled or extended by the amount of time to cure any Agency Event of Default hereunder if such event affects the Developer's ability to perform by such deadline or the expiration of such period. 12.03.Obligations, Rights and Remedies Cumulative. Unless specifically stated herein to the contrary, the specified rights and remedies to which either the Agency or the Developer are entitled under this Agreement are not exclusive and are intended to be in addition to any other remedies or means of redress to which the Agency or the Developer may lawfully be entitled and are not specifically prohibited by this Agreement. The suspension of, or delay in, the performance of its obligations by the Developer, while the Agency shall at such time be in default of their obligations hereunder shall not be deemed to be a Developer Event of Default. The suspension of, or delay in, the performance of the obligations by the Agency while the Developer shall at such time be in default of its obligations hereunder shall not be deemed to be an Agency Event of Default. 12.04.Non-Action on Failure to Observe Provisions of this Agreement. The failure of the Agency or the Developer to promptly or continually insistupon strict performance of any term, covenant, condition or provision of this Agreement, or any Exhibit hereto, or any other agreement, instrument or document of whatever form or nature contemplated hereby shall not be deemed a waiver of any right or remedy that the Agency or the Developer may have, and shall not be deemed a waiver of a subsequent default or nonperformance of such term, covenant, condition or provision. 12.05.Termination. (a)The Developer and the Agency acknowledge and agree that as ofthe Effective Date, certain matters mutually agreed upon by the parties hereto, which are essential to the successful development of the Project, have not been satisfied or are subject to certain conditions, legal requirements or approvals beyond the control of any of the parties hereto or which cannot be definitely resolved under this Agreement. In recognition of these events or conditions, the parties hereto mutually agree that, provided the appropriate or responsible party therefor diligently and in good faith seeks to the fullest extent of its capabilities to cause such event or condition to occur or be satisfied, the failure of the events or conditions listed in subsection (b) below to occur or be satisfied shall not constitute an event of default by any party under this Article 12, but may be the basis for a termination of this Agreement as provided in this Section 12.05. (b)In addition to any other rights of termination provided elsewhere in this Agreement, this Agreement may be terminated prior tothe Closing Date as provided in subsection (c) after the occurrence of any of the following events or conditions: (1)Failure to satisfy the Conditions to Closing set forth in Section 6.09. (2)All of the Project Site is taken by the exercise of the power of eminent domain by a governmental authority (except the City or the Agency) or a person entitled to exercise such power or benefiting therefrom, or such part of the Project Site is taken by the power of eminent domain so as to render the Project, in Developer's sole discretion, commercially unfeasible or unusable for its intended uses as contemplated by this Agreement. (3)The appropriate governmental authority (but not including the City in exercise of its governmental and regulatory authority and responsibility), upon petition by the Developer, unduly delays or denies or fails to issue the Permits, issue the Building Permits, or approve any other land use approval necessary to Commence Construction of the Project on the Project Site. (4)A moratorium on new construction is imposed by a governmental authority within the City or Pinellas County so as to prevent construction of the Project to commence. (5)The City or other appropriate governmental authority has issued a concurrency compliancecertificate or a reservation of services capacity as described in Section 3.05 and such certificate or reservation has been revoked, repealed, superseded, or otherwise no longer of any effect or the Developer is unable to rely upon such certificate or reservation, if such a certificate or reservation is 32 required for development of the Project on the Project Site, and the Developer cannot obtain a new or replacement certificate or reservation for the Project. (6)The City approves an amendment to the Plan,which is inconsistent with the Project being located on the Project Site. (7)Utilities are not readily available at the boundaries of the Project Site at locations satisfactory to the Developer by the Closing Date. (c)In the event of a termination pursuant to Section 12.05(b), neither the Developer nor the Agency shall be obligated or liable one to the other in any way, financially or otherwise, for any claim or matter arising from or as a result of this Agreement or any actions taken by the Developer and the Agency, or any of them, hereunder or contemplated hereby, and each party shall be responsible for its own costs, excluding provisions of this Agreement which specifically survive the termination of this Agreement. (d)Notwithstanding anything to the contrary contained herein, in the event that any party shall have, but shall not exercise, the right hereunder to terminate this Agreement because of the non-satisfaction of any condition specified herein, and such condition is subsequently satisfied, then the non-satisfaction of such condition shall no longer be the basis for termination of this Agreement. 12.06.Termination Certificate. (a)In the event of a termination of this Agreement for any reason prior to the Expiration Date, each of the parties hereto do covenant and agree with each other to promptly execute a certificate prepared by the party electing to terminate this Agreement, which certificate shall expressly state that this Agreement has been terminated in accordance with its terms,is no longer of any force and effect except for those provisions hereof which expressly survive termination, that the rights, duties and obligations of the parties hereto have been terminated and released (subject to those surviving provisions hereof) andthat the Project Site is no longer subject to any restrictions, limitations or encumbrances imposed by this Agreement. (b)The certificate described in subsection (a) shall be prepared in a form suitable for recording and promptly after execution by all of the parties hereto shall be recorded in the public records of Pinellas County, Florida. The cost of recording the termination certificate shall be paid by the terminating party. 12.07Remedies. All remedies provided for herein and under Florida lawshall be cumulative and shall survive the technical termination of this Agreement pursuant to execution, delivery and recordation of a Termination Certificate or otherwise hereunder. ARTICLE 13.UNAVOIDABLE DELAY. 13.01.Unavoidable Delay. (a)Any delay in performance of or inability to perform any obligation under this Agreement (other than an obligation to pay money) due to any event or condition described in paragraph (2) as an event of "Unavoidable Delay" shall be excused in the manner provided in this Section 13.01. (b)"Unavoidable Delay" means any of the following events or conditions or any combination thereof: acts of God, acts of the public enemy, riot, insurrection, war, pestilence, archaeological excavations required by law, unavailability of materials after timely ordering of same, building moratoria, discovery and remediation of previously unidentified environmental contamination discovered after the Closing Date, epidemics, quarantine restrictions, freight embargoes, fire, lightning, hurricanes, earthquakes, tornadoes, floods, extremely abnormal and excessively inclement weather (as indicated by the records of the local weather bureau for a five-year period preceding the Effective Date), strikes or labor disturbances, delays due to proceedings under Chapters 73 and 74, Florida Statutes, restoration in connection with any of the foregoing or any other cause beyond the reasonable control of the party performing the obligation in question, including, without limitation, such causes as may arise from the act of the other party to this Agreement, or acts of any governmental authority (except that acts of the Agency shall not constitute an Unavoidable Delay 33 with respect to performance by the Agency). (c)An application by any party hereto (referred to in this paragraph (c) and in paragraph (d) as the "Applicant") for an extension of time pursuant to subsection (a) must be in writing, must set forth in detail the reasons and causes of delay, and must be filed with the other party to this Agreement within thirty (30) days following the occurrence of the event or condition causing the Unavoidable Delay or thirty (30) days following the Applicant becoming aware (or with the exercise of reasonable diligence should have become aware) of such occurrence. (d)The Applicant shall be entitled to an extension of time for an Unavoidable Delay only for the number of days of delay due solely to the occurrence of the event or condition causing such Unavoidable Delay and only to the extent that any such occurrence actually delays that party from proceeding with its rights, duties and obligations under this Agreement affected by such occurrence. ARTICLE 14.FIRE OR OTHER CASUALTY; CONDEMNATION. 14.01.Loss or Damage to Project. If economically reasonable as determined by Developer, the Developer covenants and agrees to diligently commence and complete the reconstruction or repair of any loss or damage caused by fire or other casualty or by eminent domain (provided the City or the Agency is not the condemning authority) to each and every part of the Project to substantially the same as existed prior to the occurrence of such loss or damage. Any reconstruction or repair of any loss or damage to the Project shall be to the standards, design, plans and specifications of the original construction unless any change therefrom is approved by the Agency. 14.02.Partial Loss or Damage to Project. Any loss or damage by fire or other casualty or exercise of eminent domain to the Project or Project Site, or any portion thereof, which does not render the Project or Project Site reasonably unusable for the use contemplated by this Agreement, shall not operate to terminate this Agreement or to relieve or discharge the Developer from the timely performance and fulfillment ofthe Developer's obligations pursuant to this Agreement, subject to an extension of time for an Unavoidable Delay. 14.03.Notice of Loss or Damage to Project. The Developer shall promptly give the Agency written notice of any significant damage or destruction to the Project stating the date on which such damage or destruction occurred, the expectations of the Developer as to the effect of such damage or destruction on the use of the Project, and the proposed schedule, if any, for repair or reconstruction of the Project. If the Developer determines the Project cannot be repaired or restored in an economically justifiable or other manner, then the Developer shall so notify the Agency and state reasons supporting its determination. 14.04.Subject to Financing. The Developer's obligations under this Article 14 are subject to the terms and conditions of the Construction Financing or any other mortgage financing in effect at the time any such obligations hereunder would otherwise be applicable. ARTICLE 15.MISCELLANEOUS. 15.01.Assignments. (a)(1) Prior to the earlier of the Termination Date or the Expiration 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 to any person with the prior written consent of the Agency, which shall not be unreasonably withheld, 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, except for the sale of a condominium in the ordinary course of business. (2)If the assignee of Developer's right, title, interest and obligations in and to the Project, or any 34 part thereof, assumes all of 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 Agency agrees to execute an instrument evidencing such release, which shall be in recordable form. (b)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 is a general partner or has either the controlling interest or through a joint venture or other arrangement shares equal management rights with a financial institution and maintains such controlling interest or equal management rights for the term of this Agreement shall not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or transfers imposed by this Section 15.01, provided, however, that notice of such assignment shall be given by the Developer to the Agency no 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. If the Developer shall at any time withdraw or be replaced as a general partner or no longer have the controlling interest or management rights as described in this subsection, then that event shall constitute an assignment of the Developer's right, title, interest or obligations under this Agreement for purposes of this Section 15.01 and theprior approval of the Agency shall be obtained before such an event shall be effective. 15.02.Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the Agency, and its successors and assigns, and the Developer, and its successors and assigns, except as may otherwise be specifically provided herein. 15.03.Notices. (a)All notices, demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by overnight courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer:To the Agency: Prospect Park Development, LLC c/o Prospect Real Estate Group, LLC Community Redevelopment Agency of 477 Commerce Way, Suite 115 the City of Clearwater Longwood, Florida 32750 112 S. Osceola Avenue Attention: Frank Tetel, Vice President Clearwater, FL 33756 Attention: Rod Irwin with copies to:with copies to: Leigh Kellett Fletcher, Esquire City of Clearwater Fletcher & Fischer, P.L.112 S. Osceola Avenue 801 E. Kennedy Blvd. Suite 802 Clearwater, FL 33756 Tampa, Florida 33602 Attention: City Attorney Forge Development Group, LLC 102 West Whiting Street Suite 600 Tampa, Florida 33602 Attention: Robert Moreya and Peter H. Collins (b)Notices given by courier service or by hand delivery shall be effective upon deposit with the courier or delivery service. Notices given by overnight delivery company shall be deemed received on the first (1st) business day after deposit with the overnight delivery company. Notices given by mail shall be deemed received on the third (3rd) business day after mailing. Refusal by any person to accept delivery of any notice delivered to the office at the address indicated above (or as it may be changed) shall be deemed to have been an effective delivery as provided in this Section 15.03. The addresses to which notices are to be sent 35 may be changed from time to time by written notice delivered to the other parties and such notices shall be effective upon receipt. Until notice of change of address is received as to any particular party hereto, all other parties may rely upon the last address given. 15.04.Severability. If any term, provision or condition contained this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted bylaw. 15.05.Applicable Law and Construction. The laws of the State of Florida shall govern the validity, performance and enforcement of this Agreement. This Agreement has been negotiated by the Agency and the Developer, and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by the Agency or the Developer, but by all equally. 15.06.Venue; Submission to Jurisdiction. (a)For purposes of any suit, action or other proceeding arising out of or relating to this Agreement, the parties hereto do acknowledge, consent and agree that venue thereof is Pinellas County, Florida. (b)Each party to this Agreement hereby submits to the jurisdiction of the State of Florida, Pinellas County and the courts thereof andto the jurisdiction of the United States District Court for the Middle District of Florida, for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement and hereby agrees not to assert by way of a motion as a defense or otherwise that such action is brought in an inconvenient forum or that the venue of such action is improper or that the subject matter thereof may not be enforced in or by such courts. (c)If, at any time during the term of this Agreement, the Developer is not a resident of the State of Florida or has no office, employee, agency, registered agent or general partner thereof available for service of process as a resident of the State of Florida, or if any permitted assignee thereof shall be a foreign corporation, partnership or other entity or shall have no officer, employee, agent, or general partner available for service of process in the State of Florida, the Developer hereby designates the Secretary of State, State of Florida, its agent for the service of process in any court action between it and the Agency arising out of or relating to this Agreement and such service shall be made as provided by the laws of the State of Florida for service upon a non-resident; provided, however, that at the time ofservice on the Florida Secretary of State, a copy of such service shall be delivered to the Developer at the address for notices as provided in Section 15.03. 15.07.Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement. The Developer and the Agency acknowledge, agree and represent that this Agreement, including, without limitation, any of the Exhibits, is not a development agreement as described in Sections 19-31, Chapter 86-191, Laws of Florida, codified as Sections 163.3220-163.3243, Florida Statutes. 15.08.Estoppel Certificates. The Developer and the Agency shall at any time and from time to time, upon not less than ten (10) days prior notice by another party hereto, execute, acknowledge and deliver to the other parties a statement in recordable form certifying that this Agreement has not been modified and is in full force and effect (or if there have been modifications that the said Agreement as modified is in full force and effect and setting forth a notation of such modifications), and that to the knowledge of such party, neither it nor any other party is then in default hereof (or if another party is then in default hereof, stating the nature and details of such default), it being intended that any such statement delivered pursuant to this Section 15.08 may be relied upon by any prospective purchaser, mortgagee, successor, assignee of any mortgage or assignee of the respective interest in the Project, if any, of any party made in accordance with the provisions of this Agreement. 15.09.Complete Agreement; Amendments. (a)This Agreement, and all the terms and provisions contained herein, including without limitation the 36 Exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements whether written or oral, including the RFP and the Proposal. (b)Any provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. (c)This Agreement cannot be changed or revised except by written amendment signed by all parties hereto. 15.10.Captions. The article and section headings and captions of this Agreement and the table of contents preceding this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any article, section, subsection, paragraphor provision hereof. 15.11.Holidays. It is hereby agreed and declared that whenever a notice or performance under the terms of this Agreement is to be made or given on a Saturday or Sunday or on a legal holiday observed in the City, it shall be postponed to the next following business day. 15.12.Exhibits. Each Exhibit referred to and attached to this Agreement is an essential part of this Agreement. The Exhibits and any amendments or revisions thereto, even if not physically attached hereto shall betreated as if they are part of this Agreement. 15.13.No Brokers. The Agency and the Developer hereby represent, agree and acknowledge that no real estate broker or other person is entitled to claim or to be paid a commission as a result of the execution and delivery of this Agreement, including any of the Exhibits, or any proposed improvement, use, disposition, lease, conveyance or acquisition of any or all of the Project Site, specifically including the conveyance of the Project Site by the Agency to the Developer. 15.14.Not an Agent. During the term of this Agreement, the Developer hereunder shall not be an agent of the City or the Agency, with respect to any and all services to be performed by the Developer (and any of its agents, assigns, or successors) with respect to the Project, and the Agency is not an agent of the Developer (and any of its agents, assigns, or successors). 15.15.Memorandum of Development Agreement. The Agency and the Developer agree to execute, in recordable form, on the Effective Date, the short form "Memorandum of Agreement for Development and Purchase and Sale of Property," the form of which is attached hereto as Exhibit "D," and agree, authorize and hereby direct such Memorandum to be recorded in the public records of Pinellas County, Florida, as soon as possible after execution thereof. The Agency shall pay the cost of such recording. 15.16.Public Purpose. The parties acknowledge and agree that this Agreement satisfies, fulfills and is pursuant to and for a public purpose and municipal purpose and is in the public interest, and is a proper exercise of the Agency's power and authority under the Act. 15.17.No General Obligation. In no event shall any obligation, express or implied, of the Agency under this Agreement be or constitute a general obligation or indebtedness of the City or the Agency, a pledge of the ad valorem taxing power of the City or the Agency or a general obligation or indebtedness of the City or the Agency within the meaning of the Constitution ofthe State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. Neither the Developer nor any other party under or beneficiary of this Agreement shall ever have the right to compel the exercise ofthe ad valorem taxing power of the City, the Agency or any other governmental entity or taxation in any form on any real or personal property to pay the City's or the Agency's obligations or undertakings hereunder. 15.18.Technical Amendments; Survey Corrections.In the event that due to minor inaccuracies contained herein or any Exhibit attached hereto or any other agreement contemplated hereby, or due to changes resulting from technical matters arising during the term of this Agreement, the parties agree that amendments to this Agreement required due to such inaccuracies, unforeseen events or circumstances 37 which do not change the substance of this Agreement may be made and incorporated herein. The Chairman of the Agency is authorized to approve such technical amendments on behalf of the Agency, respectively, and is authorized to execute any required instruments, to make and incorporate such amendment to this Agreement or any Exhibit attached hereto or any other agreement contemplated hereby. 15.19.Term; Expiration; Certificate. (a)If not earlier terminated as provided in Section 12.05, the term of this Agreement shall expire and this Agreement shall no longer be of any force and effect (except for those matters which specifically survive such expiration) on the tenth anniversary of the Effective Date. (b)Upon completion of the term of this Agreement, all parties hereto shall execute the Agreement Expiration Certificate. The Agreement Expiration Certificate shall constitute (and it shall be so provided in the certificate) a conclusive determination of satisfactory completion of all obligations hereunder and the expiration of this Agreement; provided, however, and notwithstanding the foregoing provisions of this Section15.19. (c)The Agreement Expiration Certificate shall be in such form as will enable it to be recorded in the public records of Pinellas County, Florida. Following execution by all of the parties hereto, the Agreement Expiration Certificate shall promptly be recorded by the Developer in the public records of Pinellas County, Florida, and the Developer shall pay the cost of such recording. 15.20.Effective Date. Following execution of this Agreement (and such of the Exhibits as are contemplated to be executed simultaneously with this Agreement) by the authorized officers of the Agency and by authorized representatives of the Developer following approval hereof by the Agency and the Developer this Agreement (and any executed Exhibits) shall be in full force and effect in accordance with its terms and upon the recording of the Memorandum of Agreement for Development and Purchase and Sale of Property as contemplated by Section 15.15 hereof. 15.21. Cooperation of City. The City of Clearwater, a municipal corporation, has joined in this Agreement for the sole purpose of reflecting its agreement to cooperate and support the Agency in meeting the obligations of the Agency as set forth in this Agreement, including without limitation, conveyance, at least thirty (30) days prior to the Closing Date, of that portion of the Property currently owned by the City to the Agency, the grant of easements over City property required for construction of the Project pursuant to approved Plans and Specifications, and the entry into the Park Access Agreement attached hereto as Exhibit "K". 15.22 Ownership of Development Related Intellectual Property.The Developer shall have the right to develop and market the Project under a name or names selected by Developer. Ownership of trademarked names or other intellectual property associated with Developer's development and marketing of the Project shall be retained by the Developer in the event of termination or expiration of this Agreement. [SIGNATURE PAGES FOLLOW] 38 IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the ________day of _________, 2014. AGENCY COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By:__________________________ Chairperson Approved as to form: Attest: ______________________________________________________ Pamela K. Akin Rosemarie Call Attorney for City Clerk Community Redevelopment Agency STATE OF FLORIDA ) COUNTY OF PINELLAS ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2014, by , Chairperson of the Community Redevelopment Agency, who is personally known to me. _______________________________ Print/Type Name:_________________ Notary Public 39 DEVELOPER PROSPECT PARK DEVELOPMENT, LLC a Florida limited liability company By: FDG –Prospect Park Development, LLC a Florida limited liability company its Operating Manager By: Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2014, by ______________________________, as of FDG - Prospect Real Estate Group, LLC, the Operating Manager of Prospect Park Development, LLC, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced ___________________ as identification. _______________________________ Print/Type Name:_________________ Notary Public CITY CITY OF CLEARWATER FLORIDA, a municipal corporation of the State of Florida Countersigned: _________________________By: ____________________________ Mayor By :_____________________________ Approved as to form:Rosemarie Call City Clerk Pamela K. Akin City Attorney STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me this____ day of _________, 2014, by ________________________, as ____________________ of the City of Clearwater, a municipal corporation of the State of Florida. He/she [ ] is personally known to me or [ ] has produced the following as identification: __________________________________. Notary Public 40 EXHIBIT A [Project Site Description and Map] BEGINNING AT THE SOUTHEAST CORNER OF LOT 11, BLOCK 2, MAGNOLIA PARK SUBDIVISION, AS RECORDED IN PLAT BOOK 3, PAGE 43 PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, SAID POINT ALSO BEING ON THE BOUNDARY LINE OF MEDITERRANEAN VILLAGE IN THE PARK SUBDIVISION AS RECORDED IN PLAT BOOK 125, PAGES 44 THROUGH 46, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, THENCE ALONG THE BOUNDARY LINE OF SAID MEDITERRANEAN VILLAGE IN THE PARK, THE FOLLOWING THREE COURSES: SOUTH 00°02'16" WEST, 8.16 FEET; THENCE NORTH 89°57'44" WEST, 21.42 FEET; THENCE SOUTH 00°17'21" WEST, 52.12 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF PARK STREET; THENCE LEAVING THE SAID BOUNDARY LINE OF MEDITERRANEAN VILLAGE IN THE PARK AND ALONG THE SAID SOUTH RIGHT OF WAY LINE OF PARK STREET, SOUTH 89°39'49" EAST 288.90 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF SOUTH MARTIN LUTHER KING, JR. AVENUE; THENCE LEAVING THE SAID SOUTH RIGHT OF WAY LINE OF PARK STREET AND ALONG THE SAID WEST RIGHT OF WAY LINE OF SOUTH MARTIN LUTHER KING, JR. AVENUE, SOUTH 00°04'00" WEST 264.88 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF PIERCE STREET; THENCE LEAVING THE SAID WEST RIGHT OF WAY LINE OF SOUTH MARTIN LUTHER KING, JR. AVENUE AND ALONG THE SAID NORTH RIGHT OF WAY LINE OF PIERCE STREET AND THE EXTENSION THEREOF, NORTH 89°39'04" WEST 386.83 FEET; THENCE LEAVING THE SAID EXTENSION OF THE NORTH RIGHT OF WAY LINE OF PIERCE STREET, NORTH 05°34'56" WEST 61.39 FEET; THENCE NORTH 15°56'32" WEST, 122.03 FEET; THENCE NORTH 29°12'41" WEST, 115.70 FEET; THENCE NORTH 53°04’15” WEST, 52.08 FEET; THENCE NORTH 89°54'47" WEST, 252.52 FEET TO A POINT ON THE EAST RIGHT OF WAY LINE OF SOUTH PROSPECT AVENUE; THENCE ALONG THE SAID EAST RIGHT OF WAY LINE OF SOUTH PROSPECT AVENUE, NORTH 00°05'13" EAST, 251.17 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF CLEVELAND STREET, SAID POINT BEING THE NORTHWEST CORNER OF TRACT 2 OF SAID MEDITERRANEAN VILLAGE IN THE PARK; THENCE LEAVING THE SAID EAST RIGHT OF WAY LINE OF SOUTH PROSPECT AVENUE, ALONG THE SAID SOUTH RIGHT OF WAY LINE OF CLEVELAND STREET, SOUTH 89°41'20" EAST, 647.02 FEET TO A POINT ON THE WEST LINE OF THE EAST 50 FEET OF BLOCK 5, MRS. SARAH MCMULLEN’S SUBDIVISION, AS RECORDED IN PLAT BOOK 1, PAGE 41, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE LEAVING THE SAID SOUTH RIGHT OF WAY LINE OF CLEVELAND STREET, ALONG THE SAID WEST BOUNDARY LINE OF THE EAST 50 FEET OF BLOCK 5, SOUTH 00°03'59" WEST, 235.00 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF PARK STREET; THENCE LEAVING THE SAID WEST BOUNDARY LINE OF THE EAST 50 FEET OF BLOCK 5, ALONG THE SAID NORTH RIGHT OF WAY LINE OF PARK STREET, NORTH 89°41'20" WEST, 137.10 FEET TO THE POINT OF BEGINNING. CONTAINING 279,998 SQUARE FEET (6.428 ACRES) MORE OR LESS. 41 EXHIBIT B [Proposed Site Plan] 42 EXHIBIT C SPECIAL WARRANTY DEED COMMUNITY REDEVELOPMENT AGENCY, also known as THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate of the State of Florida created pursuant to Part III, Ch. 163 Fla. Stat., whose address is 112 S. Osceola Avenue, Clearwater, Florida 33756, hereinafter called the GRANTOR, for and in consideration of Ten and 00/100 Dollars ($10.00), and other valuable consideration the receipt of which is hereby acknowledged, does bargain, sell, convey and grant unto PROSPECT PARK DEVELOPMENT, LLC, a Florida limited liability company, whose address is 477 Commerce Way Suite 115, Longwood, Florida 32750 hereinafter called The GRANTEE, the federal tax identification number of which is: ________________, its successors and assigns forever, the real property, situate, lying and being in Pinellas County, Florida, more particularly described in EXHIBIT “A” attached hereto. TAX PARCEL I.D. # _______________________. Subject to taxes for current year and to those matters listed in EXHIBIT “B” attached hereto. TO HAVE AND TO HOLD unto the said GRANTEE, its successors and assigns forever, and said GRANTOR warrants and shall defend the title against the lawful claims of all persons claiming by, through, or under it, but against none other. TOGETHER with all and singular the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. IN WITNESS WHEREOF, GRANTOR has caused these presents to be executed in its name by its Chairman this ________ day of _____________, 2014. [SIGNATURE PAGE FOLLOWS] C-1 43 COMMUNITY REDEVELOPMENT AGENCY ATTEST:OF THE CITY OF CLEARWATER __________________________By:_____________________________ Executive Director Chairman WITNESSES (as to all signatures): _____________________________ Printed Name: _______________ _____________________________ Printed Name: _______________ STATE OF FLORIDA COUNTY OF PINELLAS The foregoing SPECIAL WARRANTY DEED was acknowledged before me this ______ day of ______________, 2014, by __________________, as Chairman, and ROD IRWIN, as the Executive Director of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate, on behalf of said entity. Such persons are personally known to me or presented _________________________ as identification. ________________________________ Notary Public, State of Florida My Commission Expires: My Commission Number: C-2 44 EXHIBIT D MEMORANDUM OF AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY This Memorandum of Agreement for Development and Purchase and Sale of Property ("Memorandum") is made this ___ day of _______________, 2014, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), whose address is 112 S. Osceola Avenue, Clearwater, FL 33756, and PROSPECT PARK DEVELOPMENT LLC, a Florida limited liability company, whose address is477 Commerce Way, Suite 115, Longwood, Florida 32750. This Memorandum pertains to an Agreement for Development and Purchase and Sale of Property, by and between the Agency and the Developer, dated as of ______________________, 2014, (the "Development Agreement"), which provides, among other things, for the sale of property within a project site as described in Exhibit "A" attached hereto and made a part hereof for the development and construction of the Project, as same is defined in the Development Agreement. The Development Agreement is incorporated herein and made a part hereof by reference as fully as though it were set forth herein in its entirety. It is the intention of the parties to hereby ratify, approve and confirm the Development Agreement as a matter ofpublic notice and record. Nothing herein shall in any way affect or modify the Development Agreement, nor shall the provisions of this Memorandum be used to interpret the Development Agreement. In the event of conflict between the terms of this documentand those contained in the Development Agreement, the terms in the Development Agreement shall control. A copy of the fully-executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the _______ day of _____________, 2014. [SIGNATURE PAGE FOLLOWS] D-1 45 COMMUNITY REDEVELOPMENT AGENCY ATTEST:OF THE CITY OF CLEARWATER __________________________By:_____________________________ Executive Director Chairman STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrumentwas acknowledged before me this ______ day of ______________, 2014, by __________________, as Chairman, and ROD IRWIN, as the Executive Director of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate, on behalf of said entity. Such persons are personally known to me or presented _________________________ as identification. ________________________________ Notary Public, State of Florida My Commission Expires: My Commission Number: PROSPECT PARK DEVELOPMENT, LLC a Florida limited liability company By: FDG –Prospect Park Development, LLC a Florida limited liability company its Operating Manager By: Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2014, by ______________________________, as of FDG - Prospect Real Estate Group, LLC, the Operating Manager of Prospect Park Development, LLC, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced ___________________ as identification. _______________________________ Print/Type Name:_________________ Notary Public D-2 46 EXHIBIT E AGREEMENT EXPIRATION CERTIFICATE This Agreement Expiration Certificate ("Certificate") is made this ___ day of _______________, ____, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OFCLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), whose address is 112 S. Osceola Avenue, Clearwater, FL 32521, and PROSPECT PARK DEVELOPMENT, LLC, a Florida limited liability company(“Developer”), whose address is477 Commerce Way, Suite 115, Longwood, Florida 32750. This Certificate pertains to an Agreement for Development and Purchase and Sale of Property, by and between the Agency and the Developer, dated as of ______________________, 2014, (the "Development Agreement"), which provides, among other things, for the sale of property within a project site as described in Exhibit "A" attached hereto and made a part hereof for the development and construction of the Project, as same is defined in the Development Agreement. The Development Agreement has expired in accordance with its own terms as of , 20 , and is no longer of any force or effect, and the Project site is no longer subject to any restriction, limitation, or encumbrance imposed by the Development Agreement. This Certificate has been executed by the parties to the Development Agreement as provided in Section 15.19 thereof and constitutes a conclusive determination of satisfactory completion of all obligations under such Agreement and that the Development Agreement has expired, except for those matters which survive as noted above. A copy of the fully-executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the ___ day of ____________, ____. [SIGNATURE PAGE FOLLOWS] E-1 47 COMMUNITY REDEVELOPMENT AGENCY ATTEST:OF THE CITY OF CLEARWATER __________________________By:_____________________________ Executive Director Chairman STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrumentwas acknowledged before me this ______ day of ______________, 2014, by __________________, as Chairman, and , as the Executive Director of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate, on behalf of said entity. Such persons are personally known to me or presented _________________________ as identification. ________________________________ Notary Public, State of Florida My Commission Expires: My Commission Number: PROSPECT PARK DEVELOPMENT, LLC a Florida limited liability company By: FDG –Prospect Park Development, LLC a Florida limited liability company its Operating Manager By: Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2014, by ______________________________, as of FDG - Prospect Real Estate Group, LLC, the Operating Manager of Prospect Park Development, LLC, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced ___________________ as identification. _______________________________ Print/Type Name:_________________ Notary Public E-2 48 EXHIBIT F ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Escrow Agreement") is made and entered into on ______________________, 2014, by and among the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (“Agency”), PROSPECT PARK DEVELOPMENT, LLC, a Florida limited liability company (“Developer”), and FLETCHER & FISCHER, P.L. (“Escrow Agent”). WITNESSETH: WHEREAS, pursuant to its Request for Proposals, dated February 19, 2013, the Agency has tentatively accepted the proposal of Developer in response thereto, subject to negotiation of a definitive Development and Purchase and SaleAgreement with Developer ("Agreement") setting forth the terms and conditions by which Developer may develop and purchase from Agency the real property more particularly described on Exhibit "A" attached hereto and incorporated herein ("Property"); WHEREAS, Developer has agreed to deposit the sum of two hundred fifty thousand and 00/100 Dollars ($250,000.00) (the "Escrowed Funds") in escrow with the Escrow Agent as security for Developer's good faith negotiation of the Agreement and which shall become the security deposit required under the terms of the Agreement should the Agreement be executed; WHEREAS, Escrow Agent is an Attorney at Law in the State of Florida, is independent of Developer and is duly qualified to act as escrow agent; WHEREAS, the parties have requested that the Escrow Agent act as escrow agent in accordance with the terms of this Escrow Agreement and Escrow Agent has agreed to do so. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1.Recitals. The above recitals are true and correct and are incorporated herein by reference. 2.Deposit of Funds. Simultaneously with the execution of this Escrow Agreement, Developer has delivered one hundred and twenty-five thousand dollars ($125,000.00) to the Escrow Agent and it is anticipated that the balance of the security deposit will be delivered to the Escrow Agent in accordance with the terms of the Agreement. Escrow Agent hereby acknowledges receipt of the Escrowed Funds and agrees to hold same in escrow for the parties under the terms of this Escrow Agreement. All funds held in escrow shall be placed in an interest-bearing account, with interest accruing to the benefit of Developer. The Escrowed Funds shall be applied to the purchase price of the Property as set forth in the Agreement ("Purchase Price") at closing, unless Developer is in default under the Agreement, in which event the interest shall be paid to the Agency, or unless this Escrow Agreement is terminated pursuant to Section 3(d) hereof. 3.Disbursement of Funds from Escrow. The Escrowed Funds shall be disbursed as follows: (a)Unless otherwise disbursed as provided herein, the Escrowed Funds and shall be paid to Agency at closing and shall be credited to the Purchase Price. F-1 49 (b)In the event theparties enter into the Agreement and either party is in default under the terms of the Agreement, within fifteen (15) days after receipt of notice of such default given by the non- defaulting party to Escrow Agent with copies to all parties set forth in Section 7 hereof, expiration of all notice and cure periods set forth in the Agreement andreceipt of all wiring instructions or other documentation necessary to deliver the Escrow Funds, Escrow Agent shall promptly deliver the Escrowed Funds, and all accrued interest thereon, to the party entitled to the Deposit in accordance with the terms of the Agreement. (c)If a conflict shall have arisen as to the default described in subparagraph (b) above, upon receipt by the Escrow Agent of (i)joint written instructions signed by Developer and by the Agency directing payment of all or a portion of the Escrowed Funds, or (ii)a final judgment or order of a court of competent jurisdiction directing the payment of all or a portion of the Escrowed Funds held hereunder, the Escrow Agent shall promptly deliver to the person or persons specified, out of the escrow created hereunder and in the manner specified in the instructions, judgment or order, the amount or amounts of Escrowed Funds specified in such instructions, judgment or order, and the Escrow Agent shall thereupon be relieved and discharged from any responsibility or obligation with respect to such amount or amounts of the Escrowed Funds delivered in accordance with this Agreement. (d)Notwithstanding the provisions of subparagraph (c) above, in the event a dispute should arise regarding the Escrowed Funds, the Escrow Agent shall have the right, in its sole discretion, to deposit with the registry of any State court located in the Pinellas County, Florida, theamount remaining in escrow. In such a case, the Escrow Agent shall implead Developer and the Agency in any such action filed with the court. 4.(a)Except as set forth in this Escrow Agreement or as may be agreed to in writing by Developer, Agency and Escrow Agent, Escrow Agent shall have no obligation to take any action or perform any act other than to receive and hold the Escrowed Funds and to disburse same in accordance with the terms and conditions of this Escrow Agreement. (b)Escrow Agent agrees to perform the duties herein required of it to the best of its ability and in such manner that the interests of Developer and Agency may be adequately and effectively protected. Escrow Agent shall not be answerable, liable or accountable except for its own bad faith, willful misconduct or negligence. (c)Escrow Agent shall not be under any obligation to take any action toward the execution or enforcement of the rights or interests of Developer or Agency under the Agreement, whether on its own motion or on the request of any other person or entity, whether or not a party hereto. Escrow Agent is authorized to act on any document believed by it in good faith to be genuine and to be executed by the proper party or parties, and will incur no liability by so acting. Agency and Developer agree to indemnify and hold harmless Escrow Agent from any and all claims, actions, damages, demands and judgments from or to Agency, Developer, or third parties, arising out of any act or omission of Agency or Developer and not caused by bad faith, willful misconduct or negligence of Escrow Agent. (d)Escrow Agent shall be obligated to perform only such duties as are herein set forth, and no implied duties or obligations shall be read into this Escrow Agreement. (e)Should Escrow Agent receive or become aware of conflicting demands or claims with respect to this Escrow Agreement, the Escrowed Funds or the rights of any party hereto, Escrow Agent shall be entitled to refuse to comply with any such demand or claim, and in the event of such demand or claim, Escrow Agent shall deliver the Escrowed Funds to the registry of the appropriate court, whereupon Escrow Agent shall be relieved of any further duties or obligations hereunder. 5.This Escrow Agreement is to be performed in the State of Florida and shall be governed by and construed in accordance with the laws of the State of Florida. F-2 50 6.This Escrow Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, provided that Escrow Agent shall not assign its rights, duties or obligations hereunder in whole or in part without the prior written consent of the Agency and Developer, and any such assignment without said consent shall be void. 7.All notices hereunder shall be deemed delivered (a) onthe date of delivery, if hand delivered, (b) three (3) days after deposit, if sent by United States registered or certified mail, postage prepaid, addressed to the parties at the respective addresses shown below, (c) on the date of dispatch, if sent by Federal Express, UPS or other over-night courier, or (d) on the date of transmission if sent by fax, but only if a notice by fax is accompanied by another method permitted hereunder; in any event in accordance with the address set forth below, provided, however, the parties may, by like notice, designate any further or different addresses to which subsequent notices shall be sent: To Escrow Agent:Fletcher & Fischer, P.L. Attn: Leigh K. Fletcher, Esquire 801 E. Kennedy Blvd., Suite 802 Tampa, FL 33602 Fax: 727-898-2838 To Agency:Community Redevelopment Agency of the City of Clearwater Attn: Rod Irwin 112 South Osceola Avenue Clearwater, Florida 33756 Fax:(727) 562-4052 With copy to:Pamela K. Akin, Esquire City of Clearwater 112 South Osceola Avenue Clearwater, Florida 33756 Fax:(727) 562-4021 To Developer:Prospect Park Development, LLC Attention: Frank Tetel, Vice President 477 Commerce Way Suite 115 Longwood, Florida 32750 Fax:(407) 926-0815 With copy to:Leigh Kellett Fletcher, Esquire Fletcher & Fischer, P.L. 501 E. Kennedy Blvd. Suite 802 Tampa, FL 33602 Fax:(813) 898-2838 With Copy to:Forge Development Group, LLC 102 West Whiting Street Suite 600 Tampa, Florida 33602 Attention: Robert Moreya and Peter H. Collins 8.If any clause, provision or section of this Escrow Agreement shall be ruled invalid or unenforceable by any court of competent jurisdiction, the invalidity or unenforceability or such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof. F-3 51 9.This Escrow Agreement contains all of the escrow instructions to Escrow Agent and shall not be modified or supplemented without the written approval of Agency, Developer and Escrow Agent. 10.All personal pronouns used in this Escrow Agreement whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. 11.Developer and Agency hereby authorize, direct and request Escrow Agent to invest and reinvest the Escrowed Funds in such savings accounts, certificates of deposit, repurchase obligations, money-market funds or such other forms of investments as the Escrow Agent may determine in its sole discretion. 12.This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of such counterparts shall constitute one and the same agreement. 13.Time is of the Essence of this Escrow Agreement. IN WITNESSWHEREOF, Developer, Agency and Escrow Agent acting by and through their respective duly authorized and empowered officers and representatives, have executed and sealed this Escrow Agreement the day and year first written. AGENCY: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By:__________________________ Chairperson Approved as to form: Attest: ______________________________________________________ Pamela K. Akin City Attorney City Clerk F-4 52 DEVELOPER: PROSPECT PARK DEVELOPMENT, LLC a Florida limited liability company By: FDG –Prospect Park Development, LLC a Florida limited liability company its Operating Manager By: Name: Its: ESCROW AGENT: ______________________________ By: F-5 53 EXHIBIT G SURVEY REQUIREMENTS The Survey shall comply with the following requirements which may be in addition to the requirements of Florida Administrative Code, Rule No. 21HH-6. 1.Field Note Description. The Survey shall contain a certified metes and bounds description and shall comply with the following requirements: (i)The beginning point, which should be established by a monument located at the beginning point, or by reference to a nearby monument, shall be shown. (ii)The boundary of the Property shall be described by giving the distances and bearings of each. (iii)The distances,bearings, and angles shall be taken from a recent instrument survey, or recently recertified instrument survey, by a licensed Professional Engineer or Registered Surveyor. (iv)Curved sides shall be described by data including length of arc, central angle, radius of circle for the arc and chord distance, and bearing. (v)The legal description shall be a single perimeter description of the entire Property. (vi)The description shall include a reference to all streets, alleys, and other rights-of-way that abut the Property surveyed, and the width of all rights-of-way mentioned shall be given the first time these rights-of-way are referred to. (vii)If the Property surveyed has been recorded on a map or plat as part of an abstract or subdivision, reference to such recording data shall be made. 2.Lot and Block Description. If the Property is included within a properly established, recorded subdivision or addition, then a lot and block description will be an acceptable substitute for a metes and bounds description, provided that the lot and block description shall completely and properly identify the name or designation of the recorded subdivision or addition and give the recording information therefor. 3.Map or Plat. The Survey shallalso contain a certified map or plat showing and identifying the following: (i)All of the distances, bearings, angles and curves used in the legal description. (ii)The relation of the point of beginning of said plot to the monument from which itis fixed. (iii)Any discrepancies between the map or plat and the description. (iv)All easements showing recording information therefor by volume and page. (v)The established building line, if any. G-1 54 (vi)All easements appurtenant tothe Property. (vii)The boundary line of the street or streets abutting the Property, the width of said streets, and whether each street is dedicated or private. (viii)Ingress and egress to the Property by the name of street(s) or road(s) upon which the Property fronts, the same being a paved and dedicated public right- of-way; and the name of the governmental entity which maintains the same. (ix)Encroachments and the extent thereof in terms of distance upon the Property or any easement appurtenant thereto. 4.Improvements. The Survey shall also show all structures and improvements on the Property with horizontal lengths of all sides, and the distance from such structures and improvements to (a) all boundary lines of the Property, (b) easements, (c) established building lines, and (d) street lines. 5.Certification. The certification for the Property description and the map or plat should be addressed to Buyer, any lender involved in the transaction contemplated hereby, FLETCHER & FISCHER, P.L. and to the interested title company, if required by the title company, signed by the surveyor, bearing current date, registration number, and sealed and returned to FLETCHER & FISCHER, P.L., 501 E. Kennedy Blvd Suite 802, Tampa Florida 33602 in order that it be received along with the seven (7) copies of the survey no later than twenty (20) days prior to Closing. The Survey shall contain the following certificate: G-2 1 SURVEYOR'S CERTIFICATE This survey is made for the benefit of ___________________________________ __________________________ and _________________________________. I hereby certify that this survey: (1)was made on the ground as per the field notes shown hereon,and correctly shows the boundary lines and dimensions, area of the Property indicated hereon and each individual parcel indicated hereon; (2)delineates all lot lines, shows the location and dimension of all buildings, structures, improvements, parkingareas, and any other matters on the Property; (3)correctly shows the location and dimensions of all alleys, streets, roads, rights-of- way, easements, and other matters of record, or which are visible, of which the undersigned has been advised or as indicated in that certain Title Insurance Commitment issued by ______________________________________________________ as Commitment No. ______________, affecting the Property according to the legal description in such easements and other matters (with instrument, book, and page number indicated); and except as shown, there are no easements, rights-of-way, party walls, or conflicts, and there are no encroachments on adjoining premises, streets, or alleys by any of said buildings, structures, or other improvements, and there are no encroachments on the Property by buildings, structures, or other improvements situated on adjoining premises; and the distance of the nearest intersecting street and road is as shown hereon; (4)shows the means of access and location of all adjoining streets; and that ingress and egress to the Property is provided by [name(s) of street(s) or road(s)] upon which the Property fronts, the same being a paved and dedicated public right-of- way maintained by [governmental authority maintaining right-of-way]; (5)shows the zoning and land use designations of the Property; (6)shows the flood zone designation of the Property, and the community name and parcel number where the information was obtained; (7)shows the location of the coastal construction control line and seasonal high-water line, as defined in Florida Statutes§161.053 (1985), if applicable; and (8)shows the location of any wetlands by which the Department of Environmental Regulation of the State of Florida and/or the Army Corps of Engineers has or may exercise jurisdiction pursuant to the Warren S. Henderson Wetlands Protection Act of 1984, the Federal Water Pollution Control Act Amendments of 1972 and the Clean Water Act. I do further certify that: (1)the Property does not serve any adjoining property for drainage, ingress, and egress, or any other purpose; G-3 (2)the street address of the Property is: ___________________ _________________________________________; and (3)the Property and all improvements located thereon comply with all dimensional and other requirements of the applicable zoning district; and the use upon the Property is permitted by the zoning and land use designations; (4)the total square-foot area, or acreage to the nearest one one-thousandth (1/1000) of an acre, of the Property is: _________________________________________; and (5)that the survey represented hereon meets the requirements of the Florida Statutes §472.027 and the minimum requirements under FloridaAdministrative Code, Rule No. 21HH-6. _______________________________ By:____________________________ Registration No. ______________ (Affix Seal) G-4 EXHIBIT "K" PARK ACCESSAGREEMENT THIS AGREEMENT is made this __ day of ______________, 2014, by and between THE CITY OF CLEARWATER, a municipal corporation of the State of Florida ("City") and PROSPECT PARK DEVELOPMENT, LLC, a Florida limited liability company ("Developer"). WHEREAS, Developer has acquired title to the real property described in Exhibit "A" (the "PROSPECT PROPERTY") hereto and is developing that property pursuant to a development agreement dated _________________________,2014 ("Development Agreement") by and between Developer and COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes, for which a Memorandum of Agreement for Development and Purchase and Sale of Property is recorded in O.R. Book _______, Page _______, in the public records of Pinellas County, Florida; and WHEREAS the PROSPECT PROPERTY is located adjacent to a public park and stormwater treatment facility owned by the City; and WHEREAS the development plans for the PROSPECT PROPERTYinclude access to the development on the PROSPECT PROPERTY from the sidewalks constructed within the public park and access to the park by the general public during business hours through a retail plaza to be constructed on the PROSPECT PROPERTY; and WHEREAS, the City and the Developer desire to memorialize the rights of access by entering into this Agreement. NOW THEREFORE, the parties agree, as follows: 1.GATED ENTRIES ONTO PARKSIDEWALK PERMITTED. Access shall be provided to the public park sidewalk via the gate located along the PROSPECT PROPERTY boundary and between Buildings C and D, between the hours of 9:00 am and 6:00 pm. 2.ACCESS TO PARK THROUGH RETAIL PLAZA. Access shall be provided to the public park via a gate locatedwithin the retail plaza on the PROSPECT PROPERTY and located between Buildings A and B,between the hours of 9:00 am and 6:00 pm. [SIGNATURE PAGESFOLLOW] K-1 IN WITNESS WHEREOF, the parties have executed this agreement on the day and year first above written. Signed, Sealed and Delivered in the Presence Of:DEVELOPER: PROSPECT PARK DEVELOPMENT, LLC, a Florida limited liability company Sign:__________________________By:FDG-Prospect Park Development, LLC a Florida limited liability company, Print:__________________________its Operating Manger Sign:___________________________By: Print:___________________________Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2014, by ______________________________, as of FDG - Prospect Real Estate Group, LLC, the Operating Manager of Prospect Park Development, LLC, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced ___________________ as identification. __________ _____________________ Print/Type Name:_________________ Notary Public K-2 CITY: CITY OF CLEARWATER FLORIDA, a municipal corporation of the State of Florida Countersigned: _________________________By: ____________________________ _______________ Mayor By :_____________________________ Approved as to form:Rosemarie Call City Clerk Pamela K. Akin City Attorney STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of _________, 2014, by ________________________, as ____________________ of CITY OF CLEARWATER, a municipal corporation of the State of Florida. He/she [ ] is personally known to me or [ ] has produced the following as identification: __________________________________. Notary Public K-3 EXHIBIT L COMPLETION CERTIFICATE [PROSPECT PARK] This Completion Certificate ("Certificate") is made this ___ day of _______________, ____, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), whose address is 112 S. Osceola Avenue, Clearwater, FL 32521, and PROSPECT PARK DEVELOPMENT, LLC, a Florida limited liability company(the "Developer”). This Certificate pertains to an Agreement for Development and Purchase and Sale of Property (“Prospect Lake”), by and between the Agency and the Developer, dated as of ________________________, 2014 (the "Development Agreement"), which provides, among other things, for the development and construction ofthe Prospect Park Project, within a project site as described in Exhibit "A" attached hereto and made a part hereof, as same are defined in the Development Agreement. As provided in Article 7of the Development Agreement, the construction and installation of the Prospect Park Project has been completed substantially in accordance with the requirements of the Development Agreement and such improvements are substantially complete. The parties hereto acknowledge and agree that such Project has been so completed and have executed this Certificate as conclusive determination of such completion and satisfaction of the Developer's obligation under the Development Agreement to construct and install such Project. A copy of the fully-executed Development Agreementis on file with the City Clerk, City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which is available for review and copying by the public. A copy of the Prospect Park Project Plans and Specifications is on file with the City Engineer, City of Clearwater, Florida, located at Municipal Services Building, 100 S. Myrtle Avenue, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their handsand their respective seals affixed as of the ___ day of ____________, ____. [SIGNATURE PAGE FOLLOWS] L-1 COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By:__________________________ Rod Irwin Executive Director Approved as to form: Attest: ______________________________________________________ Pamela K. Akin Rosemarie Call City Attorney City Clerk PROSPECT PARK DEVELOPMENT, LLC a Florida limited liability company By: FDG –Prospect Park Development, LLC a Florida limited liability company its Operating Manager By: Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2014, by ______________________________, as of FDG - Prospect Real Estate Group, LLC, the Operating Manager of Prospect Park Development, LLC, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced ___________________ as identification. _______________________________ Print/Type Name:_________________ Notary Public L-2 EXHIBIT M [CORRESPONDENCE BETWEEN CITY OF CLEARWATER AND UNITED STATES ENVIRONMENTAL PROTECTION AGENCY] EXHIBIT N [Form of Agreement for Restricted Land Use] THIS AGREEMENT is made and entered into this ___ day of _______________, ____, by and between PROSPECT PARK DEVELOPMENT, LLC, located at 477 Commerce Way Suite 115, Longwood, Florida 32750 (“DEVELOPER”) and the City of Clearwater, a municipal corporation of the State of Florida, located at ____________________ (“CITY”) (collectively the “PARTIES”). WHEREAS, the DEVELOPER is the owner of that certain real property as described in Exhibit “A” (“Developer Property”), attached hereto and made a part hereof. WHEREAS, the CITY is the owner of that certain real property as described in Exhibit “B” (“City Property”), attached hereto and made a part hereof; and WHEREAS, the DEVELOPER and the CITY agree that placing certain land use restrictions on the City Property will accommodate and allow for the required permitting and approval of the intended development of the Developer Property; and WHEREAS, the City, on behalf of its citizens, encourages and shall benefit from such development. THEREFORE, for and in consideration of the mutual covenants herein contained, together with other good and valuable consideration, the receipt of which is herby acknowledged, the PARTIES agree as follows: 1.It is distinctly understood and agreed to by the PARTIES hereto that the City Property shall not be used for the development or building of any habitable structure within 30 feet of the Developer Property, and that such area is hereby designated as a zone that limits construction so as to provide for the applicable code compliance standards required for any buildings neighboring on the Developer Property with respect to Table 600 and horizontal separations (as provided for in the 2010 Florida Building Code). 2.That this Agreement shall be recorded in the Public Records of Pinellas County, Florida, to serve as record notice to successors in interest of the restriction on the City Property. 3.It is agreed that this document contains the entire agreement between the PARTIES as to the matter herein contained, and this Agreement shall not be modified except by an amendment in writing, signed by all PARTIES hereto. IN WITNESS WHEREOF, the parties have executed this agreement on the day and year first above written. [SIGNATURE PAGEFOLLOWS] N-1 CITY OF CLEARWATER FLORIDA, a municipal corporation of the State of Florida Countersigned: _________________________By: ____________________________ Mayor By :_____________________________ Approved as to form:Rosemarie Call City Clerk Pamela K. Akin City Attorney STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of _________, 2014, by ________________________, as ____________________ of ___________, a _______ limited liability company. He/she [ ] is personally known to me or [ ] has produced the following as identification: __________________________________ on behalf of the Company. Notary Public PROSPECT PARK DEVELOPMENT, LLC a Florida limited liability company By: FDG –Prospect Park Development, LLC a Florida limited liability company its Operating Manager By: Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2014, by ______________________________, as of FDG - Prospect Real Estate Group, LLC, the Operating Manager of Prospect Park Development, LLC, a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced ___________________ as identification. _______________________________ Print/Type Name:_________________ Notary Public N-2 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-185 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Parks & Recreation Agenda Number: 5.1 SUBJECT/RECOMMENDATION: Approve Concession Operations Agreement from July 1, 2014 through June 30, 2015 with Edward Bates, individually, d/b/a Kinney’s Kitchen (Kinney's), to provide food concession services for programs and activities held at the EC Moore Softball Complex and authorize the appropriate officials to execute same . (consent) SUMMARY: Request for Proposals were solicited on March 24, 2014 for the operation of food concession services at EC Moore Softball Complex. A proposal from Kinney 's was the only one received and staff is recommending the award of the Concession Operations Agreement to Kinney 's. Kinney's has been providing concession services for the city sporting events primarily held at EC Moore Complex for the past several years. During this time Kinney's has provided excellent service to users and visitors to the Complex. The current agreement with Kinney's ends on June 30, 2014. Under this agreement Kinney's will provide food concession services at EC Moore Softball Complex for city sponsored league games, special events and tournaments as well as providing portable concessions services at other athletic sites and facilities as needed and approved by Parks and Recreation Department Director. Kinney's will pay a license fee equal to $26,000 per year. Staff is recommending shifting from a percent of gross sales to a flat monthly license fee since the financial oversight and reporting of the percent basis is difficult to manage and this assures the City of a set amount of revenue that can be budgeted in the general fund. The City will have the opportunity to renew the agreement on an annual basis up to four more additional years at which time a new RFP will be issued for renewed or new services . Fees received from Kinney’s in Fiscal Year 2010/11 were $20,706, in 2011/12 was $ 23,796 and in 2012/13 was $22,982. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 5/30/2014 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-186 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Parks & Recreation Agenda Number: 5.2 SUBJECT/RECOMMENDATION: Approve an Operational Support Agreement between the University of South Florida , Board of Trustees (USF) and the City of Clearwater (City), to offer major college softball tournaments in Clearwater at the EC Moore Softball Complex and authorize the appropriate officials to execute same. (consent) SUMMARY: For the past several years the City and USF have partnered in providing major college softball tournaments at the EC Moore Softball Complex. This partnership has grown from a one-weekend tournament to three weeks of tournaments bringing in some of the best college softball teams in the nation. The economic impact to the community during the three weeks of tournaments in February and March generate about $3 million to the community with over 4,500 room nights at Clearwater area hotels. With the proven success of the USF tournament series, staff is requesting that a more formal Operational Support Agreement be adopted between the parties . The responsibilities for both USF and the City will remain similar to past Letters of Understanding between the parties. Primarily USF will coordinate and manage the use of EC Moore Softball Complex and act as the Tournament Director, including but not limited to set up and supervision of the sites for the tournaments and recruit between 20 and 28 Division I teams to play in each of the three weekend tournaments. The City’s primary goal is to serve as host and facility operator for all of the tournaments , field preparation services, set up for all support areas, coordination of facility layout, electric and water services, on-site event staff, marketing and coordination and recruitment of volunteers for the events and securing umpires and officials for the games , providing for security, paramedics, solid waste services, park and restroom clean-up, etc. Page 1 City of Clearwater Printed on 5/30/2014 File Number: ID#14-186 The City is responsible for the financial management and accounting for the tournaments and for collecting all revenue associated with the event and for paying all expenses from these proceeds. The City will pay USF a guaranteed fixed amount of $12,500, 3% of ticketed revenue over and above tournament expenses, 50% of hotel revenue from the hotel event sponsors and a fixed guaranteed amount of $10,000 for South Florida Fast Pitch Softball Camps, Inc. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 2 City of Clearwater Printed on 5/30/2014 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#13-162 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Engineering Department Agenda Number: 6.1 SUBJECT/RECOMMENDATION: Approve a work order to Engineer of Record (EOR) McKim & Creed, Inc. in the amount of $102,061.30 to provide Construction Engineering and Inspection (CEI) services related to the East Water Reclamation Facility (WRF) Generator and Marshall St. WRF Lab Electrical Improvements Project (11-0025-UT); and authorize the appropriate officials to execute same . (consent) SUMMARY: This work order provides for CEI services for the installation of a new 800 KW Generator and Ductbank at the East WRF. Historically the two existing legally required standby generators (North and South) for this bayside plant have resided below the Base Flood Elevation making them susceptible to flood damage at a time when they will likely be relied upon for plant emergency power. The previous approved design work order with the EOR, Arcadis, produced a design where the two existing generators will be removed and one larger generator will be mounted on a concrete platform above the base flood elevation. Emergency power to the South portion of the plant will be delivered via a new flood resistant underground concrete ductbank. In addition to the East WRF CEI services, this Agenda Item provides for CEI services for the new Marshall St. Lab uninterruptable power supply and load shed system. A previously approved design work order with the Engineer of Record, Arcadis, identified a means to facilitate meeting FDEP permit requirements (lab test results) during power outages without increasing the required generator capacity. The design, via a new emergency panel, load shed management panel, multi circuit Uninterruptible Power Supply (UPS), multiple point of use UPS and a revised circuit layout, will allow the lab’s existing legally required standby generator and new UPS system to provide continuous, uninterruptible power to the critical lab circuits. The design phase was completed by April 2014 and the construction phase is scheduled for completion by July 2015. This work order was negotiated in accordance with the Consultants’ Competitive Negotiations Act. APPROPRIATION CODE AND AMOUNT: 0315-96619-561300-535-000-0000 $90,834.56 0327-96645-561300-535-000-0000 $11,226.74 Page 1 City of Clearwater Printed on 5/30/2014 File Number: ID#13-162 USE OF RESERVE FUNDS: Sufficient budget and revenue are available in the Capital Improvement Program projects as follows: $90,834.56 from 0315-96619, WWTP Generator Replacements and $11,226.74 from 0315-96645, Laboratory Upgrade for total funding in the amount of $102,061.30. Page 2 City of Clearwater Printed on 5/30/2014 East WRF Generator and Marshall Street Lab Electrical Improvements Project Page - 1 - of 9 WORK ORDER INITIATION FORM for the CITY OF CLEARWATER Date: March 6, 2014 Project Number: 009920220 City Project Number: 11-0025-UT 1. PROJECT TITLE: East WRF Generator and Marshall Street WRF Lab Electrical Improvements Project 2. SCOPE OF SERVICES: McKim & Creed has been asked by the City of Clearwater (CITY) to provide bidding, construction management and observation services related to the standby generator power at the East Water Reclamation Facility (WRF) and Marshall Street WRF Laboratory. There are two components of this project which will be bid as one project: A. East (E) WRF Generator Improvements B. Marshall Street (MS) WRF Laboratory Standby Power Improvements McKim & Creed will use 100% design documents previously prepared by Arcadis U.S Inc., to provide bidding and construction management services for both projects. Task E WRF/MS WRF Description 1/9 PRE-DESIGN PHASE Not Applicable 2/10 DESIGN PHASE Not Applicable 3/11 FINAL DESIGN PHASE Not Applicable East WRF Generator and Marshall Street Lab Electrical Improvements Project Page - 2 - of 9 4/12 BIDDING PHASE A. Distribute Plans and Specifications: McKim & Creed shall provide assistance to the CITY for document review in formulating the bid package to contractors. B. Pre Bid Meeting: McKim & Creed shall attend the pre-bid meeting for the proposed project, and answer contractor questions relative to the bid documents. Questions and answers will be funneled in writing through the CITY for distribution to prospective bidders. C. Prepare Written Addenda: McKim & Creed shall provide clarification for written inquiries and requests for information and shall prepare and submit technical addenda to the CITY for distribution to prospective bidders. If drawings are to be modified for Addenda, Engineer of Record shall be required to do so. D. Review Costs: McKim & Creed shall assist the CITY in reviewing the submitted construction costs for the proposed work and responsiveness of the bids, and shall make a recommendation for award to the CITY. 5/13 CONSTRUCTION MANAGEMENT SERVICES A. General Project Management Services: The effort included in the Project Management Services is estimated based on the tasks of this Scope of Services. The Project Management effort includes contract administration including contract document interpretation, general correspondence with the City and Contractor, project meetings, budget, schedule management and invoicing. B. Quality Assurance / Quality Control (QA/QC): McKim & Creed shall provide QA/QC observations and reviews at key points in the project. For this service McKim & Creed will utilize the service of senior and/or experienced professionals to perform the QA/QC reviews and observations. C. Pre-Construction Meeting: Prior to the start of the construction, McKim & Creed shall arrange a meeting to include the contractor, engineer and CITY to review scope and other items that may require information and/or guidance from the CITY. The City shall prepare an agenda as well as minutes for this meeting. Proposed items for discussion at the meeting are: 1. Contact list for the project. 2. Marshall Street Laboratory Construction East WRF Generator and Marshall Street Lab Electrical Improvements Project Page - 3 - of 9 i. Project Overview ii. Project Construction Meetings iii. Submittal Format, Tracking and Schedule iv. Overall Construction Schedule v. Shutdown Procedures and Notifications vi. RFI Procedures vii. Payment and Requisition Procedures viii. Discussion of other job specific details relative to the project. ix. Discussion of the required project permits. x. Safety Discussion and Emergency Procedures 3. East WRF Generator Improvements i. Project Overview ii. Project Construction Meetings iii. Submittal Format, Tracking and Schedule iv. Overall Construction Schedule v. Shutdown Procedures and Notifications vi. RFI Procedures vii. Payment and Requisition Procedures viii. Discussion of other job specific details relative to the project. ix. Discussion of the required project permits. x. Safety Discussion and Emergency Procedures D. Submittals: McKim & Creed will track and review Contractor submittals per the Contract Documents and provide submittal review comments within 14 days as required. Submittals and submittals logs, as well as comments will be kept for record and available to the City if requested. Review is to be limited to general conformance with the design concept of the project and compliance with the information given in the Contract Documents. Such reviews or other action shall not extend to the approval of the means, methods, techniques, sequences, or procedures of construction or safety program of the Contractor, though McKim & Creed will advise the CITY of observed safety issues. Under this Task, the review of only one resubmittal of any initial submittal shall be included. Any review beyond one resubmittal will be included for compensation under the Owner’s Allowance. It is anticipated that 45 shop drawings will be submitted for this project. E. Schedule Review: McKim & Creed will review and make recommendations to the CITY on the acceptability of the Contractor’s construction schedule. McKim & Creed will provide the CITY with a monthly update on schedule progress. F. Test Results: Review and log results of material testing for general compliance with the Contract Documents. Copies of the testing results will be forwarded to the CITY. It is understood that scheduling of testing and the cost for the material testing is the responsibility of the Contractor. East WRF Generator and Marshall Street Lab Electrical Improvements Project Page - 4 - of 9 G. Request for Information (RFI): Requests for information from the Contractor will be tracked and initially be reviewed by McKim & Creed, and if needed forwarded to the CITY for additional information. McKim & Creed will provide responses to the Contractor and create a log for future information and make available for the CITY. Initial RFI’s limit shall be 25. Additional RFI’s will be considered out of scope and if requested by the CITY to continue with RFI evaluation, additional services will be negotiated with the CITY. H. Change Order Request (COR): McKim & Creed will review and comment on Change Order Requests from the Contractor based on the Contract Documents. McKim & Creed will also provide review of pricing and content, as well as providing a recommendation of approval or disapproval to the CITY. A log of Change Order requests will be kept for review by the CITY. I. Record Drawings: The Contractor will be responsible for developing the As-Built Drawings in accordance with Specification 01782. McKim & Creed will review and provide comments on the As-Built Drawings supplied by the Contractor prior to their submittal to the City. The final Record Drawings issued by the EOR in conjunction with the Contractor will be stamped as Record Drawings by McKim & Creed. McKim & Creed will provide to the City a signed and sealed letter stating the completed work observed by their staff conforms to the contract documents. 6/14 CONSTRUCTION OBSERVATION SERVICES A. Construction Site Visits/Progress Meetings: McKim & Creed will provide limited onsite construction observation. The observation services will average 8 hours per week for the 27 week active construction duration of both projects. If additional onsite services are required, McKim & Creed will negotiate with the City for additional services. McKim & Creed shall issue a recommendation of substantial completion for the purpose of establishing the starting date for specific equipment warranties, and to establish the date that the CITY shall assume responsibility and the cost of operating such equipment. B. Contractor Pay Request Review: McKim & Creed, within ten (10) days after receipt of each application for payment from the Contractor, provide written notice to the CITY recommending payment to the Contractor, or return the request to the Contractor providing written notice of McKim & Creed’s reason for disapproval. As part of the review and approval process, McKim & Creed shall review the progress of record drawings and that appropriate releases of liens are submitted with the pay request. Upon receipt of the Contractor’s request for final payment, McKim & Creed shall observe and, if acceptable, submit to the CITY a recommendation as to acceptance of the work and as to the final payment request of the Contractor. C. Substantial and Final Walkthrough: McKim & Creed shall conduct a substantial site walkthrough for substantial completion, followed by a final walkthrough. The substantial walkthrough shall be subsequent to the Contractor’s preparation of a punch list. McKim & Creed shall modify the list accordingly pending the results of the substantial walkthrough. Subsequent to the completion of all punch list items, McKim & East WRF Generator and Marshall Street Lab Electrical Improvements Project Page - 5 - of 9 Creed shall complete the final walkthrough. Subsequent to an acceptable final walkthrough, McKim & Creed shall recommend, in writing, final payment to the Contractor and give written notice to the CITY and Contractor that the work is acceptable subject to any expressed conditions. 7/15 OPERATIONS and MAINTENANCE (O&M) A. Operations and Maintenance (O&M) Manual: McKim & Creed shall review the Preliminary and Final O&M manuals provided by the Contractor and submit to the CITY. The manual shall be prepared in sufficient time to accommodate staff training to be done by equipment vendors prior to equipment startup. O&M manual shall be reviewed by McKim & Creed for adherence to specification section IVa, 01781 and include:  Sections are to be separated by tabbed dividers with the section number and title printed on the tab.  Original manufacturer’s literature and prints of shop drawings are to be furnished in each copy of the manual. The O&M manual will also be furnished in electronic format. Five copies of the preliminary manual are to be furnished for the Engineer and City to review. Comments will be received from the Engineer and City, after which, five copies of the final manual and one electronic copy are to be delivered to the CITY. 8/16 START UP SERVICES B. Startup Services: McKim & Creed will provide limited startup assistance to coordinate the manufacturers’ training and startup assistance to the CITY’s staff. This task includes up to 9 days for one staff member at each site during the actual startup activities. A start-up plan for each will be prepared by the Contractor for submittal to the Engineer for review and approval before actual startup. 3. PROJECT GOALS:  Bid Documents  Pre Bid Meeting Question & Answer Documentation  Prepare Written Technical Addenda  Written Construction Cost Review & Recommendation  Submittal & Resubmittal Review Comments  Written Schedule Review & Recommendations  RFI Review on Response Comments  Change Order Reviews and Responses  Record Drawings Review Comments  Pre-Construction Meeting Agenda & Minutes  Field Inspection Reports  RFI and CO Logs  Test Results East WRF Generator and Marshall Street Lab Electrical Improvements Project Page - 6 - of 9  Written Pay Requests 4. BUDGET: See Attachment “B”. This price includes all labor and expenses anticipated to be incurred by McKim & Creed, Inc. for the completion of these tasks in accordance with Professional Services Method “B” – Lump Sum – Percentage of Completion by Task for a fee not to exceed One Hundred Two Thousand Sixty One Dollars and Thirty Cents ( 102,061.30). 5. SCHEDULE:  The anticipated schedule from the Notice to Proceed for the East Plant is nine (9) months. Major equipment lead time from submittal completion is sixteen (16) weeks  Marshall Street Lab construction schedule is anticipated to be six (6) months from Notice to Proceed. Major equipment lead time is six (6) weeks from submittal completion.  Schedule is predicated on Contractor’s ability to complete the work based on the contractor’s schedule to compete per the contract document. 6. STAFF ASSIGNMENTS: McKim & Creed: Aubrey Haudricourt, P.E, Senior Electrical Engineer Robert Garland, P.E. Southeast Regional Manager City: Jeff Walker, P.E., Project Manager Nan Bennett, P.E., Assistant Director, Public Utilities David W. Porter, P.E., Wastewater Environmental Technology Manager Rob Fahey, P.E., Engineering Manager, Utilities Loren Pratt, Lead Operator -East WRF Jack Sadowski, Lead Operator -Marshall St. WRF Maria de la Cantera, Laboratory Manager 7. CORRESPONDENCE/REPORTING PROCEDURES: McKim & Creed correspondence shall be directed to Aubrey Haudricourt. CITY correspondence shall be directed to Jeff Walker with copies to others as may be appropriate 8. INVOICING/FUNDING PROCEDURES: For work performed, invoices will be submitted monthly to the City of Clearwater, Engineering Department, Attn. Veronica Josef, Senior Staff Assistant, Engineering, P.O. Box 4748, Clearwater, FL, 33758-4748. Contingency services will be billed as incurred only after written authorization provided by the City to proceed with those services. City Invoicing Code: 0315-96619-561300-535-000-0000 $90,834.56 East Plant 0327-96645-561300-535-000-0000 $11,226.74 MS Lab East WRF Generator and Marshall Street Lab Electrical Improvements Project Page - 7 - of 9 9. INVOICING PROCEDURES At a minimum, in addition to the invoice amount(s) the following information shall be provided on all invoices submitted on the Work Order: A. Purchase Order Number and Contract Amount. B. The time period (begin and end date) covered by the invoice. C. A short narrative summary of activities completed in the time period D. Contract billing method – Lump Sum or Cost Times Multiplier E. If Lump Sum, the percent completion, amount due, previous amount earned and total earned to date for all tasks (direct costs, if any, shall be included in lump sum amount). F. If Cost Times Multiplier, hours, hourly rates, names of individuals being billed, amount due, previous amount earned, total earned to date for each task and other direct costs (receipts will be required for any single item with a cost of $50 or greater or cumulative monthly expenses greater than $100). G. If the Work Order is funded by multiple funding codes, an itemization of tasks and invoice amounts by funding code. 10. SPECIAL CONSIDERATIONS: The consultant named above is required to comply with Section 119.0701, Florida Statutes (2013) where applicable. PREPARED BY: APPROVED BY: ________________________ ________________________ A. Street Lee Michael D. Quillen, PE Sr. Vice President City Engineer McKim & Creed, Inc. City of Clearwater ___________________ ___________________ Date Date Attachment “A” East WRF Generator and Marshall Street Lab Electrical Improvements Project Page 8 of 9 CITY OF CLEARWATER ENGINEERING DEPARTMENT WORK ORDER INITIATION FORM CITY DELIVERABLES 1. FORMAT The design plans shall be compiled utilizing the following methods: 1. City of Clearwater CAD standards. 2. Datum: Horizontal and Vertical datum shall be referenced to North American Vertical Datum of 1988 (vertical) and North American Datum of 1983/90 (horizontal). The unit of measurement shall be the United States Foot. Any deviation from this datum will not be accepted unless reviewed by City of Clearwater Engineering/Geographic Technology Division. 2. DELIVERABLES The design plans shall be produced on bond material, 24" x 36" at a scale of 1" = 20’ unless approved otherwise. Upon completion the consultant shall deliver all drawing files in digital format with all project data in Autodesk Civil 3D file format. If not available Land Desktop files are still acceptable, however the City or Clearwater is currently phasing out Land Desktop. NOTE: If approved deviation from Clearwater CAD standards are used the Consultant shall include all necessary information to aid in manipulating the drawings including either PCP, CTB file or pen schedule for plotting. The drawing file shall include only authorized fonts, shapes, line types or other attributes contained in the standard AutoDesk, Inc. release. All block references and references contained within the drawing file shall be included. Please address any questions regarding format to Mr. Tom Mahony, at (727) 562 4762 or email address Tom.Mahony@myClearwater.com. All electronic files (CAD and Specification files) must be delivered upon completion of project or with 100% plan submittal to City of Clearwater. Attachment “B” East WRF Generator and Marshall Street Lab Electrical Improvements Project Page 9 of 9 East WRF Generator and Marshall Street Lab WORK ORDER INITIATION FORM PROJECT BUDGET Task Description (East Plant) Sub-consultant Services Labor Total 1 Pre- Design (NOT APPLICABLE) $0 $0 2 Design (NOT APPLICABLE) $0 $0 3 Final Design Plans and Specifications (NOT APPLICABLE) $0 $0 4 Bidding Phase $3,459.79 $3,459.79 5 Construction Management Services $39,310.23 $39,310.23 6 Construction Observation Services $36,253.26 $36,253.26 7 O&M $2,328.60 $2,328.60 8 Start Up Services $9,482.68 $9,482.68 East Plant Subtotal, Labor and Subcontractors $90,834.56 Task Description (Marshall St. Lab) Sub-consultant Services Labor Total 9 Pre- Design (NOT APPLICABLE) $0 $0 10 Design (NOT APPLICABLE) $0 $0 11 Final Design Plans and Specifications (NOT APPLICABLE) $0 $0 12 Bidding Phase $427.61 $427.61 13 Construction Management Services $4,858.57 $4,858.57 14 Construction Observation Services $4,480.74 $4,480.74 15 O&M $287.80 $287.80 16 Start Up Services $1,172.02 $1,172.02 Marshall St. Lab Subtotal, Labor and Subcontractors $11,226.74 Grand Total $102,061.30 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-167 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Engineering Department Agenda Number: 6.2 SUBJECT/RECOMMENDATION: Approve a supplemental work order to Engineer of Record (EOR) King Engineering Associates, Inc. in the amount of $79,687.00 for the East WRF Effluent Filters Rehabilitation (13-0014-UT) and authorize the appropriate officials to execute same . (consent) SUMMARY: This Supplemental provides additional Engineering services as follows: New Filter dedicated programmable logic controller and human machine interface complete with uninterruptible power source and fiber optic cable from the plant control room to the filter building. New access manhole located upstream of the influent pump station for future bypass operations. Evaluate provision of grease removal by the new access manhole. New high pressure air compressor, air filter/dryer, chemical clean pump, wet well baffle, and miscellaneous valves and actuators in need of replacement. Construction Engineering and Inspection Services The design phase is anticipated to be completed by August 2014 and the construction phase is scheduled for completion by August 2015. This work order was negotiated in accordance with the Consultants’ Competitive Negotiations Act. APPROPRIATION CODE AND AMOUNT: 0315-96664-561300-535-000-0000 $79,687 USE OF RESERVE FUNDS: Sufficient budget and revenue are available in the Capital Improvement Program project 0315-96664, WPC R and R to fund this work order. Page 1 City of Clearwater Printed on 5/30/2014 1 of 7 form revised: 7/22/2013 SUPPLEMENTAL WORK ORDER for the CITY OF CLEARWATER Date:March 11, 2014 King Project Number:2110-212-001 City Project Number:13-0014-UT 1.PROJECT TITLE: East WRF Effluent Filters Rehabilitation Supplemental Design and Construction Engineering Services 2.SCOPE OF SERVICES: Under this Work Order, the City authorizes King Engineering Associates, Inc.(King) to provide supplemental design and construction engineering services for additional improvements to the East WRF Filter Rehabilitation Project not included in the original Work Order. Task 1:Plans, Specifications and Cost Estimate Under Task 1, King will incorporate the following additional work requested by the City not included in the original scope of improvements: 1.1 Provide engineering services for design of the following: New CompactLogix PLC with HMI and UPS for filter control, including relocation of existing equipment needed to make room for the new PLC; New fiber optic cable (FOC) for communications between both the new Filter PLC and the existing filter PLC and the existing plant control room, including managed switches and/or patch panels; Confirm route of existing FOC conduit between filter and plant control room, and extend if necessary; Replace the high pressure air compressor and air filter/dryer, including air tubing to filter valve actuators; Replace the chemical clean pump, including discharge piping to filters; Replace the circuit breaker/starter,disconnect and wiring, including conduit if necessary, for the air compressor and chemical clean pump; 2of 7 form revised: 7/22/2013 Replace the baffle in the existing influent pump station(IPS); New access manhole on existing 36-inch influent sewer; Evaluate converting access MH togrease trap and design trap if budget allows; Replace the IPS isolation valves, including provisions to drain the downstream piping;and, Replace the filter valves& actuators(influent, filtrate, washwater and waste washwater) on an additive alternate basis.No replacement actuators for washwater valvesincluded. 1.2Make up to 3 site visits to identify the preferred location for the PLC, route the FOC and review the bypass operation for replacing the IPS discharge valves. 1.3Assist the City in preparingsupplemental general conditions to provide for interim substantialcompletion of the influent pump station, substantialcompletion of the filter work, and final completion of all the work. Assist in preparing language to modify the contract documents to include these requirements. 1.4Incorporate the additional work into the 90% project documentsby preparingdrawings, specifications, and an opinion of probable cost estimate for the additional work. Task 2:Construction Engineering King will provide construction engineering services related to the additional work including: 2.1Review a total of 25originalshop drawings and 5re-submittals, including thosefor the PLC (3), FOC(2), air compressor(2), chemical clean pump(4), electrical (2), IPS baffle, IPS valves (2), IPS bypass, filter valves(3),and access manhole (5). 2.2Attend and observe start-up and testing of the PLC replacement/conversion process. It is anticipated that this process will be completed in four (4) general phases as follows: Physical PLC hardware replacement Migration/conversion of PLC Programs Remapping of HMI SCADA graphics I/O array database Final integration and operational testing A total of forty (40) engineering hours are budgeted for this task. 2.3Provide additional construction management services including: Review and certify pay applications; Respond to four(4)RFIs; Make 3 additional visits to the site, 2 of which are specifically associated with the PLC; Review additional items for substantial completion, prepare punch list; Review additional items for final completion; 3of 7 form revised: 7/22/2013 Review, track and coordinate the delivery spare parts, O&M manuals and operator training; and, Prepare and submit record drawings. 2.4Conduct a substantial completion walkthrough of the completed PLC system and prepare a final punch list. Conduct final completion walkthrough. 3.PROJECT GOALS: Project deliverables for Tasks 1 through 3will include: Five(5) copies of the final plans (11”x 17”), specifications and cost estimate for review by the City. Five(5) signed and sealed copies of Bid Documents(24”x 36” plans and specs) for the City’s record purposes and for obtaining building permits, including the Contractor’s building permit. 4.BUDGET: See Attachment “B”. This price includes all labor and expenses anticipated to be incurred by King Engineering Associates, Inc. in accordance with Professional Services Method “B” -Lump Sum-Percentage of Completion by Task, for a fee not to exceed Seventy NineThousand Six Hundred EightySeven Dollars ($79,687). Neither permits nor application fees are anticipated for the project. 5.SCHEDULE: Task 1will be completed withinfour(4) weeks of the City’s notice to proceed. Task 2will be completed in accordance with the contractor’s construction schedule. 6.STAFF ASSIGNMENT (Consultant): KING Principal:Christopher F. Kuzler, P.E. Sr. Project Manager:Thomas A. Traina, P.E. Sr. Project Engineer:Loc P. Truong, P.E., Jeffrey E. Elick, P.E. Administrative:Paula Eldon CITY Public Utilities Assistant Director Nan Bennett, P.E. WastewaterEnvironmental Technology Manager David Porter, P.E. Lead Operator –East WRF Loren Pratt Project Manager Jeff Walker, P.E. 4of 7 form revised: 7/22/2013 Engineering Manager, Utilities Rob Fahey, P.E. 7.CORRESPONDENCE/REPORTING PROCEDURES: Engineer’s correspondence shall be directed to Thomas A. Traina, P.E. All City correspondence shall be directed toJeff Walker, P.E., with copies toothers as may be appropriate. 8.INVOICING/FUNDING PROCEDURES: Invoices shall be submitted monthly to the City of Clearwater Engineering, Attn: Veronica Josef, Senior Staff Assistant, P. O. Box 4748, Clearwater, Florida 33758-4748, for work performed. CityInvoicing Code: 0315-96664-561300-535-000-0000 9.INVOICING PROCEDURES At a minimum, in addition to the invoice amount(s) the following information shall be provided on all invoices submitted on the Work Order: A.Purchase Order Number and Contract Amount. B.The time period (begin and end date) covered by the invoice. C.A short narrative summary of activities completed in the time period. D.Contract billing method –Lump Sum or Cost Times Multiplier E.If Lump Sum, the percent completion, amount due,previous amount earned and total earned to date for all tasks (direct costs, if any, shall be included in lump sum amount). F.If Cost Times Multiplier, hours, hourly rates, names of individuals being billed, amount due, previous amount earned, total earned to date for each task and other direct costs (receipts will be required for any single item with a cost of $50 or greater or cumulative monthly expenses greater than $100). G.If the Work Order is funded by multiple funding codes, an itemization of tasks and invoice amounts by funding code. 10.SPECIAL CONSIDERATIONS: The consultant named above is required to comply with Section 119.0701, Florida Statutes (2013) where applicable. It is assumed that the City will coordinate with the Building Department by submittingthe plans and obtaining comments, and that a fee will not be required for review of the documents. 5of 7 form revised: 7/22/2013 PREPARED BY:APPROVED BY: ___________________________________________________ Christopher F. Kuzler, P.E.Michael D. Quillen, P.E. Sr. VicePresident City Engineer King Engineering Associates, Inc.City of Clearwater ___________________________________________________ Date Date Attachment “A” 6of 7 form revised: 7/22/2013 CITY OF CLEARWATER ENGINEERING DEPARTMENT WORK ORDER INITIATIONFORM CITY DELIVERABLES 1.FORMAT The design plans shall be compiled utilizing the following methods: 1.City of Clearwater CAD standards. 2.Datum: Horizontal and Vertical datum shall be referenced to North American Vertical Datum of 1988 (vertical) and North American Datum of 1983/90 (horizontal). The unit of measurement shall be the United States Foot. Any deviation from this datum will not be accepted unless reviewed by City of Clearwater Engineering/Geographic Technology Division. 2.DELIVERABLES The design plans shall be produced on bond material, 24" x 36" at a scale of 1" = 20’ unless approved otherwise. Upon completion the consultant shall deliver all drawing files in digital format with all project data in Autodesk Civil 3D file format. If not available Land Desktop files are still acceptable, however the City or Clearwater is currently phasing out Land Desktop. NOTE: If approved deviation from Clearwater CAD standards are used the Consultant shall include all necessary information to aid in manipulating the drawings including either PCP, CTB file or pen schedule for plotting. The drawing file shall include only authorized fonts, shapes, line types or other attributes contained in the standard AutoDesk, Inc. release. All block references and references contained within the drawing file shall be included. Please address any questions regarding format to Mr. Tom Mahony, at (727) 562 4762 or email address Tom.Mahony@myClearwater.com. All electronic files (CAD and Specification files) must be delivered upon completion of project or with 100% plan submittal to City of Clearwater. Attachment “B” 7 of 7 form revised: 7/22/2013 CITY OF CLEARWATER East WRF Filter Rehabilitation Supplemental Design and Construction Engineering Services WORK ORDER INITIATION FORM PROJECT BUDGET Task Description Subconsultant Services Labor and Materials Total 1 Final Plans, Specifications and Cost Estimate $6,600 $41,390 $47,990 2 Construction Engineering $1,700 29,997 31,697 Totals $8,300 $71,387 $79,687 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-19 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Planning & Development Agenda Number: 7.1 SUBJECT/RECOMMENDATION: Provide direction on the proposed Development Agreement between Mainstream Partners VIII, LTD. (the property owner) and the City of Clearwater, providing for the allocation of 96 units from the Hotel Density Reserve under Beach by Design and confirm a second public hearing in City Council Chambers before City Council on June 5, 2014 at 6:00 p.m., or as soon thereafter as may be heard. (HDA2013-08005) SUMMARY: Site Location and Existing Conditions: The 0.962-acre site is bound by Coronado Drive (west), Hamden Drive (east) and 5th Street (south). The subject property is comprised of five parcels with a frontage of approximately 180 feet along Coronado Drive and Hamden Drive. The site is currently vacant. The subject property is zoned Tourist (T) District with an underlying Future Land Use Plan (FLUP) category of Resort Facilities High (RFH). The subject property is also located within the Small Motel District of Beach by Design. The immediate area is characterized by a variety of uses including overnight accommodation, retail, outdoor recreation and entertainment, restaurant and attached dwelling uses with heights ranging from one to 15 stories. The property directly north of this property is developed with an overnight accommodation use. The City’s Beach Walk project , to the west, has been constructed transforming South Gulfview Boulevard to the north of this site into a winding beachside promenade with lush landscaping, artistic touches and clear views to Clearwater's award-winning beach and the water beyond. Development Proposal: The owners have demolished all existing structures on the site and propose to utilize the otherwise permitted density of 50 units per acre or 48 units and incorporate an additional 96 units from the Hotel Density Reserve through Beach by Design resulting in a total of 144 units (150 units per acre). The building will be 99.33 feet (from Base Flood Elevation) to flat roof with the parking on the first four levels. The proposal includes a tropical modern architecture, which is consistent with and complements the tropical vernacular envisioned in Beach by Design. Vehicular access will be provided at three points ; access into the parking garage will be provided with one two-way driveway each along Hamden Drive and 5th Street. The third access point is a service driveway at the northwest corner of the site. The access point along 5th Street consists of two driveways with the eastern driveway providing an ingress/egress point for the parking garage and ingress to a short drop-off area at the hotel entry exiting back onto 5th Street. Page 1 City of Clearwater Printed on 5/30/2014 File Number: ID#14-19 Consistency with the Community Development Code (CDC): Minimum Lot Area and Width: Pursuant to CDC Table 2-802, the minimum required lot area and width for an Overnight Accommodation use is 20,000 square feet and between 100 and 150 feet, respectively. The subject property is 41,924 square feet in area and approximately 180 feet wide. The site is consistent with these Code provisions. Minimum Setbacks: The conceptual site plan depicts setbacks of 15 feet to building along the front (east and west) along Hamden Drive and Coronado Drive, respectively and 10 and 15 feet along the sides (north and south, respectively). The proposed setbacks may be approved as part of a Level Two (FLD) application, subject to meeting the applicable flexibility criteria of the Community Development Code. Maximum Height: Section B of the Design Guidelines within Beach by Design specifically addresses height. The proposal provides for a building 99.33 feet in height as measured from BFE where a height of up to 100 feet is permitted as prescribed by Beach by Design and as a Level Two (FLD) application, subject to meeting the applicable flexibility criteria of the Community Development Code. This section also requires that portions of any structures which exceed 100 feet are spaced at least 100 feet apart. This section also includes overall separation requirements for structures over 100 feet in height as two options: (1) no more than two structures which exceed 100 feet within 500 feet; or (2) no more than four structures which exceed 100 feet within 800 feet. The proposal provides for a building which does not exceed 100 feet in height. The height of the proposed building is consistent with the guidelines of Beach by Design. Minimum Off-Street Parking: The 144-room overnight accommodation use requires a minimum of 173 off-street parking spaces. A parking garage located on the first four levels of the building will provide 173 spaces. This is consistent with the applicable Sections of the Community Development Code. Landscaping: While a formal landscape plan is not required to be submitted for review at this time, the conceptual landscape areas depicted on the site plan show that foundation landscaping will be provided along all sides of the site. Since no perimeter landscape buffers are required in the Tourist (T) District, the proposed landscape areas meet or exceed what is required. It is noted, however, that flexibility may be requested (as necessary) as part of a Comprehensive Landscape Program which would be reviewed at time of formal site plan approval. Consistency with Beach by Design: Design Guidelines: A review of the provided architectural elevations and massing study was conducted and the proposed building does appear to be generally consistent with the applicable Design Guidelines established in Beach by Design. It is noted, however, that a more formal review of these Guidelines will need to be conducted as part of the final site plan approval process. Hotel Density Reserve: Page 2 City of Clearwater Printed on 5/30/2014 File Number: ID#14-19 The project has been reviewed for compliance with those criteria established within Beach by Design concerning the allocation of hotel rooms from the Reserve. The project appears to be generally consistent with those criteria, including that the development comply with the Metropolitan Planning Organization’s (MPO) countywide approach to the application of traffic concurrency management for transportation facilities. The submitted Traffic Impact Study concludes that traffic operations at nearby intersections and on adjacent roadways would continue to operate at acceptable levels of service. Standards for Development Agreements: The proposal is in compliance with the standards for development agreements, is consistent with the Comprehensive Plan and furthers the vision of beach redevelopment set forth in Beach by Design. The proposed Development Agreement will be in effect for a period not to exceed ten years, meets the criteria for the allocation of rooms from the Hotel Density Reserve under Beach by Design and includes the following main provisions: §Provides for the allocation of up to 96 units from the Hotel Density Reserve or a maximum density of 150 units per acre; §Requires the developer to obtain building permits and certificates of occupancy in accordance with Community Development Code (CDC) Section 4-407; §Requires the return of any hotel unit obtained from the Hotel Density Reserve that is not constructed; §For units allocated from the Hotel Density Reserve, prohibits the conversion of any hotel unit to a residential use and requires the recording of a covenant restricting use of such hotel units to overnight accommodation usage; and §Requires a legally enforceable mandatory evacuation/closure covenant that the hotel will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. It should be noted that the proposed Development Agreement includes a modification of Section 6.1.10 regarding the limitation on amplified music. The proposed agreement changes the time at which amplified music must cease from 11:00 p.m. Sunday through Thursday and 12:00 midnight Friday and Saturday by one hour; after 12:00 midnight on Sunday through Thursday, or after 1:00 a.m. on Friday and Saturday. Changes to Development Agreements: Pursuant to Section 4-606.I., CDC, a Development Agreement may be amended by mutual consent of the parties, provided the notice and public hearing requirements of Section 4-206 are followed. Revisions to conceptual site plans and/or architectural elevations attached as exhibits to this Development Agreement shall be governed by the provisions of Section 4-406, CDC. Minor revisions to such plans may be approved by the Community Development Coordinator. Other revisions not specified as minor shall require an amendment to this Development Agreement. Page 3 City of Clearwater Printed on 5/30/2014 HOTELDENSITYRESERVE DEVELOPMENTAGREEMENT THIS HOTEL DENSITYRESERVE DEVELOPMENTAGREEMENT ("Agreement")isdatedthe dayof ,2014,andenteredinto between MAINSTREAM PARTNERSVIII,LTD.(“Developer"),itssuccessorsand assigns,andthe CITYOF CLEARWATER,FLORIDA,amunicipalcorporationofthe StateofFloridaactingthrough its CityCouncil, thegoverningbodythereof("City"). RECITALS: WHEREAS,oneofthemajorelementsoftheCity'srevitalizationeffortisa specialareaplanfortherevitalizationofClearwaterBeachadoptedundertheprovisions ofthe Florida GrowthManagementAct,FloridaStatutesChapter163,PartII,andentitled Beach byDesign; and WHEREAS,Florida StatutesSections163.3220-163.3243,theFloridaLocal Government Development Agreement Act ("Act"), authorize the City to enter into binding developmentagreementswithpersonshaving alegalorequitableinterestinreal propertylocated within thecorporatelimits oftheCity; and WHEREAS,underSection163.3223oftheAct,theCityhasadoptedSection4- 606oftheCity ofClearwaterCommunity DevelopmentCode("Code"),establishing procedures and requirements to considerand enterinto development agreements; and WHEREAS,BeachbyDesignproposedthedevelopmentofhotelunitstoequalize developmentopportunitiesonthebeachandensure ClearwaterBeachremainsa quality, family resortcommunity,andfurtherprovidedforalimitedpoolofadditionalhotelunits ("Hotel DensityReserve")to bemadeavailableforsuch mid-sized hotel projects; and WHEREAS,theDeveloperowns0.962acresofrealproperty ("Property")inthe corporatelimitsoftheCity,moreparticularlydescribedonExhibit"A"attachedhereto and incorporated herein; and WHEREAS, the Developer desires to develop the Property with one (hundred and forty four)144 overnight accommodation unitsincluding ninety-six (96) units from the Hotel Density Reserve, meeting spaceforguestuse,pool,newlobbyandparking with parking spaces, generally conforming to the architectural elevation dimensions shown in compositeExhibit “B”(collectively the “Project”); and WHEREAS,theProperty hasnotpreviouslyacquireddensityfromtheDestination Resort DensityPool; and WHEREAS,uponcompletionthe plannedresortwillcontain144overnight accommodationunits,whichincludes96unitsfromtheavailableHotelDensity Reserve (“ReserveUnits”); and WHEREAS,theCityhasconductedsuchpublichearingsasarerequiredbyandin accordance withFloridaStatutesSection163.3225,Code Sections4-206and4-606,and anyotherapplicablelaw;and WHEREAS,theCityhasdeterminedthat,asofthedateofthisAgreement,the proposedprojectisconsistentwiththe City'sComprehensivePlanandLandDevelopment 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 bytheappropriateofficials oftheCity;and WHEREAS, approval of this Agreement is in the interests of the City in furtheranceoftheCity'sgoalsofenhancingtheviability oftheresortcommunityandin furtheranceoftheobjectives ofBeachbyDesign;and WHEREAS,DeveloperhasapprovedthisAgreementandhasduly authorized certain individuals to executethis Agreement on Developer's behalf. STATEMENTOFAGREEMENT Inconsiderationofandinrelianceuponthe premises,themutualcovenants containedherein,andothergoodandvaluableconsideration,thereceiptandsufficiency ofwhichareherebyacknowledged,thepartiesheretointending tobelegally boundandin accordancewith theActand Code, agreeasfollows: SECTION 1.Recitals.Theaboverecitalsaretrueandcorrectandareapartof this Agreement. SECTION 2.Incorporation of the Act. This Agreement is entered into in compliancewithandundertheauthorityoftheCodeandtheAct,thetermsofwhichasof thedateofthisAgreementareincorporatedhereinbythisreferenceandmadeapartof thisAgreement.WordsusedinthisAgreementwithoutdefinitionthatare definedinthe Act shall havethesamemeaningin this Agreement as in theAct. SECTION 3.PropertySubjecttothisAgreement.ThePropertydescribedin Exhibit "A"is subject to this Agreement ("Property"). 3.1 ThePropertycurrentlyhasalandusedesignationofResortFacilitiesHigh and is zoned Tourist (T). 3.2.ThePropertyisownedinfeesimpleorundercontracttobeownedinfee simplebytheDeveloper. 3.3 ThePropertyis generally located at 353Coronado Drive, Clearwater, FL 33767, as furtherdescribed in Exhibit “A”. SECTION 4.ScopeofProject. 4.1 TheProjectshallconsistof144overnightaccommodationunits. Ofthe 144overnight accommodation units, 96units shall befrom theHotel DensityReserve. 4.2 TheProjectshallincludeaminimumof173parkingspaces,asdefinedin theCode. 4.3 ThedesignoftheProject,asrepresentedinExhibit“B”,isconsistentwith Beach byDesign. 4.4 ThedensityoftheProjectshallbe150unitsperacre. Innoinstanceshall thedensityofaparceloflandexceed150unitsperacre.TheheightoftheProjectshallbe 99feet4 inchesmeasuredfromBaseFloodElevation,asdefinedinthe Code. The maximum building heightsofthevariouscharacterdistrictscannotbeincreasedto accommodate hotel rooms allocated from theHotel DensityReserve. SECTION 5.EffectiveDate/Durationofthis Agreement. 5.1 ThisAgreementshallnotbeeffective untilthisAgreementisproperly recordedinthepublic recordsofPinellasCounty,Florida pursuanttoFlorida Statutes Section 163.3239 and CodeSection 4-606. 5.2 Withinfourteen(14)daysaftertheCity approvestheexecutionofthis Agreement,theCity shallrecordtheAgreementwiththeClerkoftheCircuitCourtfor PinellasCounty.TheDevelopershallpaythecostofsuchrecording.TheCityshall submittotheDepartmentofEconomicOpportunityacopyoftherecordedAgreement within fourteen (14)daysaftertheAgreement is recorded. 5.3 ThisAgreementshallcontinue ineffectfor ten(10)yearsunlessearlier terminated as set forth herein. SECTION 6.Obligationsunderthis Agreement. 6.1 Obligations oftheDeveloper: 6.1.1 Theobligations underthis Agreement shall bebindinguponand the benefits ofthis Agreement shall inureto theDeveloper,its successorsin interests or assigns. 6.1.2 AtthetimeofdevelopmentoftheProperty,theDeveloperwill submitsuchapplicationsanddocumentationasarerequiredby lawandshallcomplywith theCodeapplicableat thetimeofbuildingpermit review. Property: 6.1.3 The following restrictions shall apply to development of the 6.1.3.1 ToretainthegrantofReserveUnitsprovidedforherein, theProperty andimprovementslocatedthereonshallbedevelopedin substantialconformancewiththeConceptualSite PlanattachedasExhibit "B". Any modificationsdeterminedby thePlanningDirectoraseither inconsistent with attached Exhibit “B” or constituting a substantial deviationfromattachedExhibit“B” shallrequire anamendmenttothis Agreementinaccordance withthe proceduresofthe Actandthe Code,as necessary andapplicable.Any andallsuchapprovedandadopted amendmentsshallberecordedinthe publicrecordsof PinellasCounty, Florida. 6.1.3.2 The Developershallobtainappropriatesite planapproval pursuantto aLevelOneorLevelTwo developmentapplication within one (1)year fromthe effective date of thisAgreementinaccordance withthe provisionsofthe Code,andshallthenobtainappropriatepermitsand certificatesofoccupancy inaccordancewiththeprovisionsoftheCode. Nothing hereinshallrestrictDeveloperfromseekinganextensionofsite planapprovalorotherdevelopmentorderspursuanttotheCodeorstate law. Intheeventthatworkisnotcommencedpursuanttoissuedpermits, orcertificatesofoccupancy arenottimelyissued,theCitymaydenyfuture developmentapprovalsand/orcertificatesofoccupancyfortheProject, and mayterminatethis Agreement in accordancewith Section 10. 6.1.3.3 The Developer shallexecute,prior tocommencementof construction,amandatoryevacuation/closurecovenant,substantially inthe formofExhibit"C",stating thattheaccommodationusewillcloseassoon aspracticable aftera hurricane watchthatincludesClearwaterBeachis posted bytheNational HurricaneCenter. 6.1.4 CovenantofUnifiedUse.Priortotheissuanceofthefirstbuildingpermit fortheProject,theDeveloperhereby agreestoexecutethecovenantofunifieduseand developmentfortheProjectSiteprovidingthattheProjectSiteshallbedevelopedand usedasasingleproject,theformofwhichcovenantisattachedasExhibit "D";provided however,thatnothing shallprecludetheDeveloperfromselling alloraportionofthe Developer'sPropertyintheeventthatDeveloperdeterminesnottoconstructtheProject. Itisunderstoodandagreedthat,inthe eventthatthe Developer entersintothe anticipated covenantofunifieduseanddevelopment,andtheDeveloperelectsnottoconstructthe ProjectandnotifiestheCity ofitselectioninwriting,and,alternatively,asofthedateof expiration,terminationorrevocationnorightsofDeveloperremainorwillbe exercisedto incorporatetheHotelDensity ReserveUnitsintotheProject,theCity shallexecuteand deliver tothe Developera terminationof suchcovenantof unifieduse anddevelopment suitableforrecordingin thePublicRecords ofPinellas County, Florida. 6.1.5 ReturnofUnitstoReservePool.AnyReserveUnitsgrantedtoDeveloper nottimely constructedinconjunctionwiththeProjectshallbereturnedtotheHotel DensityReserveand beunavailableto Developerforuseon theProject. 6.1.6 TransientUse.Areservationsystemshallberequiredasanintegralpartof the hoteluse.There shallbe alobby/frontdeskarea thatmustbe operatedasa typical lobby/frontdeskareafora hotelwouldbe operated. Accesstoall unitsmustbeprovided throughalobbyandinternalcorridor. Allunitsshall be available tothepublic for overnighttransienthoteloccupancy atalltimesthroughthe requiredhotelreservation system. Occupancy inthehotelislimitedtoatermoflessthan one(1)monthorthirty- one(31)consecutivedays,whicheverisless. No unitinthehotel shall beused as a primaryorpermanent residence. 6.1.7 NoFullKitchens. Nounitshallhaveacompletekitchenfacilityasthat term is used in thedefinition of“dwellingunit”intheCode. 6.1.8 InspectionofRecords. Developershallmakeavailable for inspectionto authorizedrepresentativesoftheCity itsbooksandrecordspertainingtoeachHotel DensityReserveunituponreasonablenoticetoconfirmcompliancewiththeseregulations as allowed bygeneral law. 6.1.9 CompliancewithDesignGuidelines. TheDeveloperagreestocomply with theDesignGuidelines as set forth in SectionVII. ofBeach byDesign. 6.1.10Limitation on Amplified Music. Developer agrees that there shall be no outdoor amplified music at the Hotel after 12:00 midnighton Sunday through Thursday, or after 1:00a.m.on Friday and Saturday. 6.2 Obligations oftheCity. 6.2.1 TheCity shallpromptly processsiteandconstructionplan applicationsfortheProperty thatareconsistentwiththeComprehensivePlanand theConcept Plan and that meet therequirements oftheCode. 6.2.2 ThefinaleffectivenessoftheapplicationsreferencedinSection 6.2.1 is subject to: 6.2.2.1 TheprovisionsofChapters163and166,FloridaStatutes,as theymaygovern suchamendments; and 6.2.2.2 Theexpirationofanyappealperiodsor,ifanappealisfiled, at theconclusion ofsuchappeal. 6.2.3 UponadoptionofthisAgreement,theProjectshallreceive96 unitsfromtheHotelDensity ReserveasdefinedinBeachbyDesign,contingent upon theprovisions ofSection 6.1.5. SECTION7.PublicFacilitiestoServiceDevelopment.Thefollowing public facilitiesarepresentlyavailabletotheProperty fromthesourcesindicatedbelow. DevelopmentofthePropertywillbegovernedbytheconcurrency ordinanceprovisions applicableatthetimeofdevelopmentapproval.Therequirementsforconcurrency asset forth in Article4, Division 9, oftheCode, havebeen satisfied. 7.1 Potable waterisavailable fromtheCity. The Developershall be responsibleforall necessarymain extensions and applicableconnection fees. 7.2 SewerserviceiscurrentlyprovidedbytheCity.TheDevelopershallbe responsibleforall necessarymain extensions and applicableconnection fees. 7.3 Fireprotection from theCity. 7.4 DrainagefacilitiesforthePropertywillbeprovidedbytheDeveloperat theDeveloper's soleexpense. 7.5 TheProjectshallcomplywiththeMetropolitanPlanningOrganization’s [MPO]or itssuccessor’scountywideapproachtotheapplicationof concurrency managementfor transportationfacilities,andthe transportationanalysisconductedfor the Project shall includethefollowing: •Recognition ofstandarddatasources as established bytheMPO; •Identificationoflevelofservice(LOS)standardsforstateandcountyroadsas established bytheMPO; •Utilization of proportional fair-share requirements consistent with Florida Statutes and theMPO model ordinance; •Utilization oftheMPO TrafficImpact StudyMethodology; and •RecognitionoftheMPOdesignationof“ConstrainedFacilities”assetforthin themost current MPO AnnualLevel ofServiceReport. 7.6 Allimprovements associated with the public facilities identified in Subsections7.1through7.5shallbecompletedpriortotheissuanceofany certificateof occupancy. 7.7 Developeragreestoprovideacashier’scheck,a paymentandperformance bond,orletterofcreditintheamountof115%oftheestimatedcostsofthepublic facilitiesandservices,tobedepositedwiththeCitytosecureconstructionofanynew publicfacilitiesandservicesrequiredtobeconstructedby thisAgreement. Such constructionshallbecompletedpriortoissuanceofaCertificateofOccupancyforthe Project. SECTION 8.RequiredLocal Government Approvals. The required local governmentdevelopmentapprovalsfordevelopmentoftheProperty include,without limitation, thefollowing: 8.1 Siteplanapproval(s)andassociatedutilitylicenses,access,andright-of- wayutilization permits; 8.2 Construction plan approval(s); 8.3 Buildingpermit(s); 8.4 Certificate(s)ofoccupancy;and SECTION 9.FindingofConsistency.TheCityfindsthatdevelopmentofthe Property isconsistentwiththetermsthisAgreementisconsistentwiththeCity ComprehensivePlan andtheCode. SECTION10. Termination. Ifthe Developer'sobligationssetforthinthis Agreementarenotfollowedinatimelymanner,asreasonablydeterminedbytheCity Manager,afternoticetotheDeveloperandanopportunity tobeheard,existingpermits shallbeadministratively suspendedandissuanceofnewpermitssuspendeduntilthe Developerhasfulfilleditsobligations.Failuretotimelyfulfillitsobligationsmayserveas abasisforterminationofthisAgreementbytheCity,atthediscretionoftheCityand afternoticeto theDeveloperand an opportunityfortheDeveloperto beheard. SECTION11. OtherTermsandConditions. Exceptin thecaseoftermination, untilten(10)yearsafterthedateofthisAgreement,theCity mayapplylawsandpolicies adoptedsubsequently totheEffectiveDateofthisAgreementiftheCityhasheldapublic hearingand determined: (a)They arenotinconflictwiththelawsandpoliciesgoverning the Agreement and do not prevent development of the land uses, intensities, ordensities in theAgreement; (b)Theyareessential to thepublichealth, safety, orwelfare, andexpressly statethatthey shallapply toadevelopmentthatissubjecttoa development agreement; (c) Theyarespecificallyanticipated and provided forin this Agreement; (d) TheCitydemonstratesthatsubstantialchangeshaveoccurredin pertinentconditionsexisting atthetimeofapprovalofthisAgreement; or (e) ThisAgreementisbasedonsubstantiallyinaccurateinformation provided bytheDeveloper SECTION12. Compliance withLaw. Thefailure ofthisAgreementtoaddress anyparticularpermit,condition,termorrestrictionshallnotrelievetheDeveloperfrom thenecessity ofcomplyingwiththelawgoverningsuchpermittingrequirements, conditions, terms orrestrictions. SECTION13. Notices. Noticesandcommunicationsrequiredordesiredtobegiven underthisAgreementshallbegiventothepartiesby handdelivery,by nationally recognizedovernightcourierservicesuchasFederalExpress,orby certifiedmail,return receiptrequested,addressedasfollows(copiesasprovidedbelowshall berequiredfor propernoticeto begiven): Ifto theDeveloper:Mainstream PartnersVIII,LTD. 10165 NW19th Street Miami, FL33172-2529 With Copyto:Mr. Antonio Fernandez Mainstream PartnersVIII,LTD. 2552 22nd Ave. N. St. Petersburg,FL33713 Ifto City:CityofClearwater, CityManager ATTN: William B. Horne, II 112 South OsceolaAvenue Clearwater, FL33756 Properly addressed, postage prepaid, notices or communications shall be deemed deliveredandreceivedonthedayofhanddelivery,thenextbusinessdayafterdeposit withanovernightcourierservicefornextday delivery,oronthethird(3rd)day following depositinthe UnitedStatesmail,certifiedmail,returnreceiptrequested.The partiesmay change the addressessetforthabove (includingthe additionof a mortgagee toreceive copies ofall notices), bynoticein accordancewith this Section. SECTION 14.Assignments. 14.1 BytheDeveloper: 14.1.1PriortotheCommencementDate,theDevelopermay sell,convey, assignorotherwisedisposeofanyorallofitsright,title,interestandobligations inandtotheProject,orany partthereof,only withthepriorwrittennoticetothe City,providedthatsuchparty (hereinafterreferredtoasthe"assignee"),tothe extent ofthesale,conveyance,assignment orotherdisposition bytheDeveloperto theassignee,shallbeboundby thetermsofthisAgreementthesameasthe DeveloperforsuchpartoftheProjectasis subjecttosuchsale,conveyance, assignment orotherdisposition. 14.1.2 Ifthe assignee of the Developer’s right, title, interest and obligationsinandtotheProject,orany partthereofassumesalloftheDeveloper's obligationshereunder forthe Project,or thatpartsubjecttosuchsale,conveyance, assignmentor other disposition,thenthe Developer shallbe releasedfromallsuch obligationshereunderwhichhavebeensoassumedbytheassignee,andtheCity agrees to execute an instrument evidencing such release, which shall be in recordableform. 14.1.3 AnassignmentoftheProject,orany partthereof,bytheDeveloper toany corporation,limitedpartnership,limitedliability company,general partnership,orjointventure,inwhichtheDeveloper(oranentity undercommon control with Developer) has either the controlling interest or through a joint venture or other arrangementsharesequalmanagementrightsandmaintainssuch controlling interestorequalmanagementrightsshallnotbedeemedanassignment ortransfersubjecttoanyrestrictiononorapprovalsofassignmentsortransfers imposedby thisAgreement,provided,however,thatnoticeofsuchassignment shallbegivenby theDevelopertotheCity notlessthanthirty (30)dayspriorto suchassignmentbeingeffectiveandtheassigneeshallbeboundbythetermsof thisAgreementtothesameextentaswouldthe Developerintheabsenceofsuch assignment. 14.1.4 Noassignee,purchaser,sublesseeoracquirerofalloranypartof theDeveloper'srightsandobligationswithrespecttoany oneParcelshallinany waybeobligatedorresponsibleforanyoftheDeveloper'sobligationswithrespect toany otherParcelbyvirtueofthisAgreementunlessanduntilsuchassignee, purchaser,sublesseeoracquirehasexpressly assumedtheDeveloper'ssuchother obligations. 14.2 SuccessorsandAssigns.Thetermshereincontainedshallbindandinureto the benefit of the City, and its successors and assigns, and the Developer and, as applicabletothepartiescomprising Developer,theirpersonalrepresentatives,trustees, heirs, successors and assigns, except as mayotherwisebespecificallyprovided herein. SECTION15. MinorNon-Compliance.TheDeveloperwillnotbedeemedto havefailedtocomply withthetermsofthisAgreementintheeventsuchnoncompliance, in the judgment of the City Manager, reasonably exercised, is of a minor or inconsequential nature. SECTION16. CovenantofCooperation.Thepartiesshallcooperatewithand deal with each other in good faith and assist each other in the performance of the provisionsofthisAgreementandinachievingthe completionofdevelopmentofthe Property. SECTION 17. Approvals.Whenever anapprovalor consentisrequiredunder or contemplatedby thisAgreementsuchapprovalorconsentshallnotbeunreasonably withheld,delayedor conditioned.Allsuchapprovalsandconsentsshallbe requestedand granted in writing. SECTION 18.Completionof Agreement.Uponthe completionof performance of this Agreement or its revocation or termination, a statement evidencing such completion, revocation ortermination shall besigned bytheparties heretoand recordedin theofficial records oftheCity. SECTION 19. EntireAgreement. This Agreement (including any and all Exhibitsattachedheretoallof whichare a partofthisAgreementtothe same extentasif suchExhibitsweresetforthinfullinthebody ofthisAgreement),constitutestheentire agreement between theparties hereto pertainingto thesubject matterhereof. SECTION20.Construction.The titles,captionsandsectionnumbersinthis Agreementareinsertedforconvenientreferenceonly anddonotdefineorlimitthescope or intent and should not be used in the interpretation of anysection, subsection or provisionof thisAgreement.Whenever the contextrequiresor permits,the singular shall include the plural, and plural shall include the singular and any reference in this Agreementtothe Developer includesthe Developer'ssuccessorsorassigns.This AgreementwastheproductionofnegotiationsbetweenrepresentativesfortheCityand the Developer andthe language of theAgreementshouldbe givenitsplainandordinary meaningandshouldnotbestrictlyconstruedagainstany partyheretobasedupon draftsmanship.Ifany termorprovisionofthisAgreementissusceptibletomorethanone interpretation,one or more of whichrender itvalidandenforceable,andone or more of whichwouldrenderitinvalidor unenforceable,suchtermor provisionshallbe construed in amannerthat would renderit valid and enforceable. SECTION21. PartialInvalidity.Ifany termorprovisionofthisAgreementor theapplicationthereoftoanypersonorcircumstanceisdeclaredinvalidorunenforceable, theremainderofthisAgreement,includingany validportionoftheinvalidtermor provision and theapplication ofsuch invalid termorprovision to circumstances otherthan thoseastowhichitisheldinvalidorunenforceable,shallnotbeaffectedtherebyand shallwiththeremainderofthisAgreementcontinueunmodifiedandin fullforceand effect.Notwithstanding theforegoing,ifsuchresponsibilitiesofany party hereto,tothe extentthatthe purpose of thisAgreementor thebenefitssoughttobe receivedhereunder arefrustrated,suchpartyshallhavetherighttoterminatethisAgreementuponfifteen (15)days written noticeto theotherparties. SECTION22. CodeAmendments.Subsequently adoptedordinancesandcodes oftheCitywhichareofgeneralapplicationnotgoverningthedevelopmentoflandshall beapplicabletotheProperty,andsuchmodificationsarespecifically anticipatedinthis Agreement. SECTION23. GoverningLaw. ThisAgreementshallbe governedby,and construed in accordancewith thelaws oftheStateofFlorida. SECTION24. Counterparts. ThisAgreementmay beexecutedincounterparts, all ofwhich togethershall continueoneand thesameinstrument. SECTION 25. Amendment. This Agreement may be amended by mutual writtenconsentoftheCity andtheDevelopersolongastheamendmentmeetsthe requirements oftheAct,applicableCityordinances, and Floridalaw. INWITNESSWHEREOF,thepartieshaveheretoexecutedthisAgreementthe dateandyearfirstabovewritten. In thePresenceof:MAINSTREAM PARTNERSVIII,LTD., aFloridalimited partnership BY:MAINSTREAMGP, LLC, itsGeneralPartner BY: EDWARD W. EASTON & COMPANY, INC., itManagingMember PrintName By: EdwardW. Easton, President PrintName As to “Developer” CITYOFCLEARWATER, FLORIDA By: William BHomeII, CityManager Attest: RosemarieCall, CMC, CityClerk Countersigned: GeorgeN. Cretekos, Mayor Approved as toForm: Assistant CityAttorney STATE OFFLORIDA COUNTY OFPINELLAS The foregoing Declaration was acknowledged before me this day of ,2014,by EdwardW.Easton,asPresidentofEdwardW.Easton& Company,Inc.,aFloridacorporation,theManaging MemberofMainstreamGP,LLC,a Floridalimitedliability company,asGeneralPartnerofMainstreamPartnersVIII,LTD,a Floridalimited partnership, on behalfoftheaforesaid entities. Heis [ ]personallyknown to meorhas [ ]produced as identification. Print: NotaryPublic–StateofFlorida MyCommission Expires: EXHIBIT“A” PROJECT LEGALDESCRIPTION DESCRIPTION PARCEL B, PROJECT AREA: (AS PROVIDED BY CLIENT) 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. NO. 2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 21, PAGE 79, OFTHE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 3: LOT 10 AND 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. 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. CONTAINING 41,923.8 square feet / 0.96 ACRES MORE OR LESS. Exhibit “B” Survey, Conceptual SitePlan, and Architectural Drawings EXHIBIT“C” COVENANTREGARDINGHURRICANEEVACUATION AndDEVELOPMENT, USEAND OPERATION DECLARATION OFCOVENANTSAND RESTRICTIONS THISDECLARATIONOFCOVENANTSANDRESTRICTIONS("Declaration")is madeasofthe dayof ,2014,by MAINSTREAMPARTNERS VIII, LTD., aFloridalimited liabilitycompany("Developer"). DeveloperistheowneroffeesimpletitletotherealpropertydescribedinSchedule1 attached hereto and made a part hereof (hereinafter, the ("Real Property"). The City of Clearwater,Florida(the"City"),hasamendeditsComprehensivePlanto designateClearwater Beach as a Community Redevelopment District pursuant to the Pinellas County Planning CouncilRulesinordertoimplementtheprovisionsofBeachby Design,aplanforthe revitalization ofClearwaterBeach. ThedesignationofClearwaterBeachasaCommunity RedevelopmentDistrict(the "Designation")providesfortheallocationofHotelDensity ReserveUnitsasanincentiveforthe developmentofmid-sizequality hotels.PursuanttotheDesignation,theallocationofHotel DensityReserveUnitsissubjecttocompliancewithaseriesofperformancestandards,including arequirementthatresortscontainingahoteldevelopedwithHotelDensityReserveUnitsshall be closedandallGuestsevacuatedfromsuchhotelsassoonaspracticable after the National Hurricane Center postsahurricane watchthatincludesClearwaterBeach.The purpose of such evacuationistoensure thatsucha hotelisevacuatedinadvance of theperiodof time whena hurricaneevacuation would beexpected in advanceoftheapproach ofhurricaneforcewinds. TheCityhasgranted,byCityCouncilResolution , passedandapprovedon ,2014,Developer'sapplicationforHotelDensity ReserveUnitspursuanttothe Designation,subjecttoDeveloper'scompliance withthe requirementsofthe Designation. Developerdesiresfor itself, and itssuccessorsand assigns, asowner, to establish certain rights, duties,obligationsandresponsibilitieswithrespecttothe use andoperationof the RealProperty inaccordancewiththetermsandconditionsoftheallocationoftheHotelDensity ReserveUnits totheCityandtheDesignation,whichrights,duties,obligationsandresponsibilitiesshallbe bindingon anyandall successorsand assigns andwill run with thetitleto theReal Property. THEREFORE,inconsiderationofthecovenantsandrestrictionshereinsetforthandto be observedandperformed,andinfurther considerationof the allocationof HotelDensity ReserveUnitstoDeveloper,andothergoodandvaluableconsideration,thesufficiency ofwhich is herebyacknowledged,Developerherebydeclares, covenantsand agreesas follows: 1. Benefit and Enforcement. These covenants and restrictions are made for the benefitofDeveloperanditssuccessorsandassignsandshallbeenforceablebythemandalsofor thebenefitoftheresidentsoftheCity andshallbeenforceableonbehalfofsaidresidentsby the CityCouncil oftheCity. 2. CovenantofDevelopment,UseandOperation.Developerherebycovenantsand agreestothedevelopment,useandoperationoftheRealProperty inaccordancewiththe provisions ofthis Declaration. 2.1 Use. Theuseoftheresort on theReal Propertyis restricted asfollows: 2.1.1 144 units,96of whichareunitsallocatedtoDeveloperfrom the HotelDensityReserve,shallbeusedsolelyfortransientoccupancyof one monthorthirty-one(31)consecutivedaysorless,mustbelicensedasa publiclodging establishmentandclassifiedasahotel,andmustbeoperated by asinglelicensed operatorofthe hotel. No unit shall be used as a primary or permanent residence. Accesstotheunitsmustbeprovided throughalobby and internalcorridor. Areservationsystemshallbe required asanintegralpartof the hoteluse andthereshallbe a lobby/frontdeskarea thatmustbe operatedasa typicallobby/frontdeskareaforahotelwouldbe operated. Allunitsshall berequiredtobesubmittedtoarentalprogram requiring theunitstobe availableformembersofthepublicasovernight hotelguestsonatransientbasis atalltimes. Nounitshallhaveacomplete kitchenfacility asthattermisusedin thedefinitionof“dwelling unit”inthe Code. Developershallmakeavailablefor inspection to authorized representatives of the City its books and records pertainingtoeach unituponreasonablenoticetoconfirm compliancewiththeseregulationsas allowedby generallaw. TheDeveloper agreestocomply withtheDesign GuidelinesassetforthinSectionVIIofBeach byDesign. 2.1.2Asusedherein,the terms"transientoccupancy,""publiclodging establishment,""hotel”,and"operator"shallhavethemeaninggivento such terms in FloridaStatutesChapter509, PartI. 2.2 Closure of Improvements and Evacuation. The Hotel developed on the Real Propertyshallbeclosedassoonaspracticableupontheissuanceofahurricanewatchbythe NationalHurricane Center,whichhurricane watchincludesClearwater Beach,andallHotel guests,visitorsandemployeesotherthanemergencyandsecuritypersonnelrequiredtoprotect theresort,shallbeevacuatedfromtheHotelassoonaspracticablefollowing theissuanceofsaid hurricanewatch.IntheeventthattheNationalHurricaneCentershallmodify theterminology employed to warn of the approach of hurricane force winds, the closure and evacuation provisionsofthisDeclarationshallbe governedbythelevelofwarningemployed bythe NationalHurricane Centerwhichprecedesthe issuance ofa forecastofprobable landfallinorder toensurethattheguests,visitorsandemployeeswillbeevacuatedinadvanceoftheissuanceof aforecast ofprobablelandfall. 3 Effective Date. This Declaration shall become effective upon issuanceof all building permitsrequiredtobuildtheproject("Project")andDeveloper'scommencementof constructionoftheProject,asevidencedby aNoticeofCommencementfortheProject.This Declarationshallexpireandterminateautomatically ifandwhentheallocationofReserveUnits to theDeveloperexpires oris terminated. 4 Governing Law. This Declaration shall be construed in accordance with and governed bythelaws oftheStateofFlorida. 5 Recording.ThisDeclarationshallberecordedinthechainoftitleoftheReal Propertywith theClerk oftheCourts ofPinellas County, Florida. 6 Attorneys'Fees.DevelopershallreimbursetheCityforanyexpenses,including reasonableattorneys'fees,whichareincurredbytheCity intheeventthattheCity determines thatitisnecessary andappropriatetoseekjudicialenforcementofthisDeclarationandtheCity obtainsrelief,whetherby agreementofthepartiesorthroughorderofacourtofcompetent jurisdiction. 7 Severability. If any provision, or part thereof, of this Declaration or the applicationofthisDeclarationtoanypersonorcircumstancewillbeorisdeclaredtoanyextent tobe invalidor unenforceable,the remainder ofthisDeclaration,or the applicationof such provisionorportionthereoftoanypersonorcircumstance,shallnotbeaffectedthereby,and eachandevery otherprovisionofthisDeclarationshallbevalidandenforceabletothefullest extent permitted bylaw. INWITNESSWHEREOF, Developerhas causedthis Declaration to beexecuted this dayof , 2014. In thePresenceof:MAINSTREAM PARTNERSVIII,LTD., aFloridalimited partnership By:MAINSTREAMGP, LLC, itsGeneralPartner By:EDWARDW. EASTON&COMPANY INC., itsManagingMember By: PrintName Edward W. Easton, President PrintName As to “Developer” CITYOFCLEARWATER, FLORIDA By: William BHomeII, City Manager Attest: RosemarieCall, CMC, CityClerk Countersigned: GeorgeN. Cretekos, Mayor Approved as toForm: Assistant CityAttorney STATE OFFLORIDA COUNTY OFPINELLAS Theforegoing Declaration was acknowledged beforemethis dayof , 2014, byEdward W. Easton, asPresident ofEdward W. Easton &Company,Inc.,aFlorida corporation, theManagingMemberofMainstream GP,LLC, aFloridalimited liabilitycompany, as General PartnerofMainstream Partners VIII,LTD,aFloridalimited partnership, on behalfof the aforesaid entities. Heis [ ]personallyknown tomeorhas [ ]produced as identification. Print: NotaryPublic–StateofFlorida MyCommission Expires: SCHEDULE“A” PROJECT LEGALDESCRIPTION DESCRIPTION PARCEL B, PROJECT AREA: (AS PROVIDED BY CLIENT) 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. 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 NO. 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. CONTAINING 41,923.8 square feet / 0.96 ACRES MORE OR LESS. EXHIBIT“D” COVENANTOFUNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: COVENANTOFUNIFIED USE THISCOVENANTOFUNIFIEDUSE(the"Covenant")isexecutedthis dayof , 2014, by (“Developer"). WITNESSETH: WHEREAS,DeveloperistheowneroftherealpropertylegallydescribedonSchedule "A"attached hereto and incorporated herein byreference(the"Real Property"); and WHEREAS,DeveloperandtheCityofClearwater,Florida(the"City")arepartiestothat certain Hotel Density Reserve Development Agreement dated , 201 (the "Agreement"),pursuanttowhichtheCityhasagreedthatDevelopermaydevelopandconstruct upon theReal Propertyahotel project as describedin theAgreement(the"Project"); and WHEREAS,DeveloperintendstodevelopandoperatetheRealPropertyforaunified use, as moreparticularlydescribed in this Covenant. NOW,THEREFORE,inconsiderationofthesumofTenDollars($10.00)andother goodandvaluableconsideration,thereceiptandsufficiency ofwhicharehereby acknowledged, Developerdoesherebyagreethat,effectiveasofthedateonwhichDeveloperreceivesall permitsrequiredtoconstructthe ProjectandDevelopercommencesconstructionthereof,as evidencedbyaNoticeofCommencementfortheProject,theRealProperty shallbedeveloped andoperatedasalimited-servicehotelproject,asdescribedintheAgreement.Therestrictions setforthintheprecedingsentenceshallexpireautomatically whenandifDeveloper'sallocation ofadditionalhotelunits(asdefinedintheAgreement)expiresoristerminated.Nothing inthis AgreementshallrequireDevelopertodeveloptheProjectorrestrictDeveloper'sability tosell, assign,transferorotherwiseconveyitsrightinandtotheRealPropertyoranyportionor portionsthereoftounrelatedthird-parties.DeveloperagreesthattheCity shallhavetherightto enforcethetermsand conditions ofthis Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator. INWITNESSWHEREOF,DeveloperhascausedthisAgreementtobe executed this dayof , 2014. In thePresenceof:MAINSTREAM PARTNERSVIII,LTD., aFloridalimited partnership BY:MAINSTREAMGP, LLC, itsGeneralPartner BY: EDWARD W. EASTON & COMPANY, INC., itManagingMember PrintName By: EdwardW. Easton, President PrintName As to “Developer” CITYOFCLEARWATER, FLORIDA By: William BHomeII, CityManager Attest: RosemarieCall, CMC, CityClerk Countersigned: GeorgeN. Cretekos, Mayor Approved as toForm: Assistant CityAttorney STATE OFFLORIDA COUNTY OFPINELLAS The foregoing Declaration was acknowledged before me this day of ,2014,by EdwardW.Easton,asPresidentofEdwardW.Easton& Company,Inc.,aFloridacorporation,theManaging MemberofMainstreamGP,LLC,a Floridalimitedliability company,asGeneralPartnerofMainstreamPartnersVIII,LTD, a Floridalimited partnership, on behalfoftheaforesaid entities. Heis [ ]personally known to meorhas [ ]produced as identification. Print: NotaryPublic–StateofFlorida MyCommission Expires: SCHEDULE“A” PROJECT LEGALDESCRIPTION DESCRIPTION PARCEL B, PROJECT AREA: (AS PROVIDED BY CLIENT) 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. 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 NO. 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. CONTAINING 41,923.8 square feet / 0.96 ACRES MOREOR LESS HAMDEN DRIVE CORONADO DRIVE FI F T H S T R E E T P/ L P/ L P/L P/L 15' BUILDING SETBACK 15' BUILDING SETBACK 10 ' B U I L D I N G SE T B A C K P R O P O S E D 1 0 - S T O R Y H O T E L EX I S T I N G 1 - ST O R Y B U I L D I N G EX I S T I N G 2 - S T O R Y BU I L D I N G 15 ' - 3 " PA R K I N G GA R A G E DR I V E W A Y PA R K I N G GA R A G E DR I V E W A Y SE R V I C E DR I V E W A Y 15 ' B U I L D I N G SE T B A C K B A S E F L O O D E L E V A T IO N = 1 2 ' B A S E F L O O D E L E V A T IO N = 1 1 ' CLEARWATER HARBOR 2' - 0" 10' - 10 1/4" 15' BUILDING STEPBACK 15' BUILDING STEPBACK 15 ' - 0 " 11' - 9" SI D E W A L K 7' - 0 " SIDEWALK 5' - 0" SI D E W A L K 10 ' - 0 " SIDEWALK 10' - 0" ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-0015-5-2014SITE PLANMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 1 " = 2 0 ' - 0 " 1 Si t e NORTH P/ L P/ L P/L P/L 15' BUILDING SETBACK 15' BUILDING SETBACK 10 ' B U I L D I N G SE T B A C K PR O P O S E D 1 0 - ST O R Y H O T E L EX I S T I N G 1 - ST O R Y B U I L D I N G EX I S T I N G 2 - S T O R Y BU I L D I N G PA R K I N G GA R A G E DR I V E W A Y PA R K I N G GA R A G E DR I V E W A Y SE R V I C E DR I V E W A Y 15 ' B U I L D I N G SE T B A C K B A S E F L O O D E L E V A T IO N = 1 2 ' B A S E F L O O D E L E V A T IO N = 1 1 ' 15' BUILDING STEPBACK 15' BUILDING STEPBACK HAMDEN DRIVE CORONADO DRIVE FI F T H S T R E E T CLEARWATER HARBOR ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-0025-5-2014SITE PLAN -COLORMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 1 " = 2 0 ' - 0 " 1 Si t e - C o l o r A-2031 A- 2 0 2 A- 2 0 4 A- 2 0 1 1 1 1 24 ' - 0 " HO T E L L O B B Y AC C E S S O R Y AR E A TR A S H S E R V I C E ST A I R BO H 12 % 7% 6% HAMDEN DRIVE CORONADO DRIVE FI F T H S T R E E T STAIR HC 11' - 9" 15 ' - 3 " 15' - 0 1/2" 15' - 0"8 6 5 26 ' - 4 " RA M P U P RAMP UP RAMP UP CO V E R E D HO T E L E N T R Y 6, 0 0 0 S F PA R K I N G GA R A G E DR I V E W A Y PARKING GARAGE DRIVEWAY P/ L P/ L P/L P/L SE R V I C E DR I V E W A Y 15' BUILDING SETBACK 15' BUILDING SETBACK 15 ' B U I L D I N G SE T B A C K 10 ' B U I L D I N G SE T B A C K EL E V A T O R LO B B Y EX I S T I N G 1- S T O R Y B U I L D I N G EX I S T I N G 2- S T O R Y B U I L D I N G 19' - 9 1/4" 19 ' - 2 3 / 4 " 1 A- 3 0 1 2 47 ' - 0 " 88 ' - 0 " 46 ' - 0 " 3' - 8 " 32' - 0"17' - 0"28' - 0"62' - 0"18' - 11 1/2" 18 ' - 8 " 6 2 ' - 0 " 2 8 ' - 0 " 3 1 ' - 0 " 2 7 ' - 6 " 7 ' - 6 " 1 1 ' - 8 " 3 ' - 4 " 3' - 0"26' - 0"48' - 0"50' - 8"18' - 4"8' - 0"4' - 0" 5' - 0" 5' - 0 " 7' - 0 " 1 2 ' - 0 " 18' - 0" 9' - 0 " 18' - 0" 9' - 0" 18' - 0" 10 ' S I D E W A L K 5' S I D E W A L K 10' SIDEWALK 7' SIDEWALK ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-1015-5-2014LEVEL 1 FLOOR PLANMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 3 / 3 2 " = 1 ' - 0 " 1 Le v e l 1 - G R A D E NORTH A-2031 A- 2 0 2 A- 2 0 4 A- 2 0 1 1 1 1 24' - 0" 24' - 0" BO H EL E V A T O R LO B B Y ST A I R ME C H FI R E STAIR 12 % 11 % 12 6 6 4 15 9 P/ L P/L P/L HAMDEN DRIVE CORONADO DRIVE FI F T H S T R E E T 24 ' - 0 " 24' - 0" 24 ' - 0 " 25 ' - 4 " HC HC P/ L 1 A- 3 0 1 7' - 4"12' - 0" 18 ' - 0 " 9' - 0 " 18' - 0" 18 ' - 0 " 9' - 0" 9' - 0" 18' - 0"ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-1025-5-2014LEVEL 2 FLOOR PLANMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 NORTH 3 / 3 2 " = 1 ' - 0 " 1 Le v e l 2 A-2031 A- 2 0 2 A- 2 0 4 A- 2 0 1 1 1 1 ST A I R STAIR 11 % 11 % ?BO H 12 6 6 4 15 12 P/ L P/L P/L HAMDEN DRIVE CORONADO DRIVE FI F T H S T R E E T 24 ' - 0 " 24 ' - 0 " 25 ' - 4 " HC HC 24' - 0" P/ L 1 A- 3 0 1 EL E V A T O R LO B B Y 7' - 0"12' - 0" 18 ' - 0 " 9' - 0 " 18' - 0" 9' - 0" 18' - 0" 9' - 0" 18 ' - 0 " 18' - 0" 9' - 0 " ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-1035-5-2014LEVEL 3 FLOOR PLANMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 NORTH 3 / 3 2 " = 1 ' - 0 " 1 Le v e l 3 A-2031 A- 2 0 2 A- 2 0 1 1 1 11 % ST A I R ?BO H STAIR11 6 4 15 12 P/ L P/L P/L HAMDEN DRIVE CORONADO DRIVE FI F T H S T R E E T 24 ' - 0 " 24 ' - 0 " 25 ' - 4 " HC HC 24' - 0" P/ L 1 A- 3 0 1 6 7' - 0"12' - 0" 18 ' - 0 " 9' - 0 " 18' - 0" 9' - 0" 9' - 0" 18 ' - 0 " 18' - 0"ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-1045-5-2014LEVEL 4 FLOOR PLANMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 NORTH 3 / 3 2 " = 1 ' - 0 " 1 Le v e l 4 A-2031 A- 2 0 2 A- 2 0 4 A- 2 0 1 1 1 1P/ L P/L P/L HAMDEN DRIVE CORONADO DRIVE FI F T H S T R E E T QQ QQ QQ KI N G ST A I R STAIR EX E R C I S E RE C E P T I O N GI F T S H O P BA C K O F H O U S E PO O L OU T D O O R D E C K PA R K I N G D E C K BE L O W HS K P HO T E L C O M M O N AR E A 6, 3 0 0 S F PREP KITCHEN P/ L 1 A- 3 0 1 PARKING DECK BELOW ST E P B A C K 10 8 ' - 8 " STEPBACK 79' - 0" STEPBACK15' - 0" ST E P B A C K 13 ' - 8 " ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-1055-5-2014LEVEL 5 FLOOR PLANMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 NORTH 3 / 3 2 " = 1 ' - 0 " 1 Le v e l 5 A-2031 A- 2 0 2 A- 2 0 1 1 1 30' - 0"17' - 0"32' - 0" 15 ' - 0 " 15 ' - 0 " 1 5 ' - 0 " 1 5 ' - 0 " 1 5 ' - 0 " 1 5 ' - 0 " 1 5 ' - 0 " 5 ' - 6 " 2 4 ' - 6 " 25 ' - 6 " 5 ' - 6 " 1 5 ' - 0 " 5' - 0" 18 1 ' - 0 " 17' - 0"15' - 0" 16 ' - 0 " 1 5 ' - 0 " 1 0 ' - 4 3 / 8 " 9 ' - 1 5 / 8 " 1 0 ' - 6 " 1 5 ' - 0 " 3 0 ' - 0 " 15 ' - 0 " 6' - 0"31' - 0"29' - 0" 5' - 0 " 2 8 ' - 0 " 6 ' - 0 " 2 9 ' - 0 " 5 ' - 0 " QQ QQ QQ QQ SU I T E SU I T E ST O R KI N G QQ QQ KI N G QQQQ QQQQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ KI N G 16' - 0"30' - 0"15' - 0"15' - 0"15' - 0"20' - 0" HS K P L O B B Y ST A I R CO R R I D O R QQ QQ 31 ' - 4 " 1 5 ' - 8 " 88 ' - 0 " 15 ' - 8 " 3 0 ' - 4 " STAIR P/ L P/L P/L HAMDEN DRIVE CORONADO DRIVE FI F T H S T R E E T P/ L PO O L D E C K BE L O W 79' - 0" 77 ' - 8 " 8' - 0"23' - 0"89' - 0"34' - 0"154' - 0" 51' - 0"14' - 4" 61' - 4" 62 ' - 0 " 1 4 ' - 4 " 76 ' - 4 " 1 A- 3 0 1 KI N G 30 ' - 9 1 / 4 " 5 ' - 5 1 / 2 " 1 4 ' - 1 0 " 1 4 ' - 1 1 1 / 4 " 31 ' - 0 " 3 5 ' - 0 " 1 1 ' - 8 " ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-1065-5-2014LEVEL 6-10 FLOOR PLANMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 NORTH 3 / 3 2 " = 1 ' - 0 " 1 Le v e l 6 - 1 0 Level 1 - GRADE -12' - 0"Level 2 0' - 0"Level 3 9' - 8"Level 4 19' - 4"Level 5 31' - 4"Level 6 43' - 4"Level 7 53' - 4"Level 8 63' - 4"Level 9 73' - 4"Level 10 83' - 4"ROOF 95' - 4"9' - 0"12' - 0"10' - 0"10' - 0"10' - 0"10' - 0"12' - 0"4' - 0"8' - 0"9' - 8"9' - 8"4' - 0"8' - 0"T.O. CORE 104' - 4"B.O. POOL 27' - 4"SEA LEVEL -16' - 0"BFE -4' - 0"99' - 4"P/L P/ L 19' - 1" 19 ' - 9 1 / 4 " ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-2015-5-2014EXTERIORELEVATIONSMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 3 / 3 2 " = 1 ' - 0 " 1 NO R T H E L E V A T I O N Level 1 - GRADE -12' - 0"Level 2 0' - 0"Level 3 9' - 8"Level 4 19' - 4"Level 5 31' - 4"Level 6 43' - 4"Level 7 53' - 4"Level 8 63' - 4"Level 9 73' - 4"Level 10 83' - 4"ROOF 95' - 4"T.O. CORE 104' - 4"B.O. POOL 27' - 4"SEA LEVEL -16' - 0"BFE -4' - 0"9' - 0"12' - 0"10' - 0"10' - 0"10' - 0"10' - 0"12' - 0"4' - 0"8' - 0"9' - 8"9' - 8"4' - 0"8' - 0"4' - 0"99' - 4"P/L P/ L 14 ' - 1 1 1 / 4 " 31' - 4" 18' - 7 3/4" ST E P B A C K 90 ' - 0 " ST E P B A C K 18 ' - 8 " ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-2025-5-2014EXTERIORELEVATIONSMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 3 / 3 2 " = 1 ' - 0 " 1 SO U T H E L E V A T I O N Level 1 - GRADE -12' - 0"Level 2 0' - 0"Level 3 9' - 8"Level 4 19' - 4"Level 5 31' - 4"Level 6 43' - 4"Level 7 53' - 4"Level 8 63' - 4"Level 9 73' - 4"Level 10 83' - 4"ROOF 95' - 4"T.O. CORE 104' - 4"B.O. POOL 27' - 4"9' - 0"12' - 0"10' - 0"10' - 0"10' - 0"10' - 0"12' - 0"4' - 0"8' - 0"9' - 8"9' - 8"4' - 0"8' - 0"4' - 0"SEA LEVEL -16' - 0"BFE -4' - 0"99' - 4"P/L P/ L 1 A- 3 0 1 15 ' - 0 " 11' - 9"ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-2035-5-2014EXTERIORELEVATIONSMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 3 / 3 2 " = 1 ' - 0 " 1 EA S T E L E V A T I O N Level 1 - GRADE -12' - 0"Level 2 0' - 0"Level 3 9' - 8"Level 4 19' - 4"Level 5 31' - 4"Level 6 43' - 4"Level 7 53' - 4"Level 8 63' - 4"Level 9 73' - 4"Level 10 83' - 4"ROOF 95' - 4"T.O. CORE 104' - 4"B.O. POOL 27' - 4"SEA LEVEL -16' - 0"BFE -4' - 0"9' - 0"12' - 0"10' - 0"10' - 0"10' - 0"10' - 0"12' - 0"4' - 0"8' - 0"9' - 8"9' - 8"4' - 0"8' - 0"4' - 0"99' - 4"P/L P/ L 10 ' - 4 " 1 A- 3 0 1 15 ' - 7 " ST E P B A C K 79 ' - 0 " ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-2045-5-2014EXTERIORELEVATIONSMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 3 / 3 2 " = 1 ' - 0 " 1 WE S T E L E V A T I O N Level 1 - GRADE -12' - 0"Level 2 0' - 0"Level 3 9' - 8"Level 4 19' - 4"Level 5 31' - 4"Level 6 43' - 4"Level 7 53' - 4"Level 8 63' - 4"Level 9 73' - 4"Level 10 83' - 4"ROOF 95' - 4"T.O. CORE 104' - 4"B.O. POOL 27' - 4"SEA LEVEL -16' - 0"BFE -4' - 0"23' - 4" 23' - 4" ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-3015-5-2014BUILDINGSECTIONSMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 3 / 3 2 " = 1 ' - 0 " 1 TY P I C A L B U I L D I N G S E C T I O N - 1 3 ' - 8 " 4 7 ' - 0 " 8 8 ' - 0 " 4 6 ' - 0 " 5 ' - 0 " 1 8 9 ' - 8 " 77' - 0" 50' - 8" 18' - 4" 8' - 0" 4' - 0" 158' - 0" S T E P B A C K 1 5 ' - 0 " HAMDEN DRIVE F I F T H S T R E E T CORONADO DRIVE A D J A C E N T P R O P E R T Y O W N E R 23' - 4" BA S E F L O O D EL E V A T I O N ( 8 ' - 0 " ) BA S E F L O O D EL E V A T I O N ( 8 ' - 0 " ) 3' - 8" 47' - 0" 88' - 0" 46' - 0" 5' - 0" 189' - 8" FIFTH STREET ADJACENT PROPERTY O WNER CORONADO DRIVE H A M D E N D R I V E 32' - 0"17' - 0"28' - 0"62' - 0"19' - 0"158' - 0"BASE FLOOD ELEVATION (8'-0")STEPBACK18' - 8" BA S E F L O O D EL E V A T I O N ( 8 ' - 0 " ) 23' - 4" 7 7 ' - 0 " 5 0 ' - 8 " 1 8 ' - 4 " 8 ' - 0 " 4 ' - 0 " 1 5 8 ' - 0 " STEPBACK 15' - 0" H A M D E N D R I V E C O R O N A D O D R I V E 18' - 8" 62' - 0" 28' - 0" 31' - 0" 35' - 0" 11' - 8" 3' - 4" 189' - 8" FIFTH STREET ADJACENT PROPERTY O WNER 23' - 4" BA S E F L O O D EL E V A T I O N ( 8 ' - 0 " ) BA S E F L O O D EL E V A T I O N ( 8 ' - 0 " ) CORONADO DRIVE HAMDEN DRIVE 32' - 0" 17' - 0" 28' - 0" 62' - 0" 19' - 0" 158' - 0" 18' - 8"62' - 0"28' - 0"31' - 0"35' - 0"11' - 8"186' - 4"FIFTH STREET A D J A C E N T P R O P E R T Y O W N E R S T E P B A C K 1 8 ' - 8 " BASE FLOOD ELEVATION (8'-0") BA S E F L O O D EL E V A T I O N ( 8 ' - 0 " ) 23' - 4" ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-3025-5-2014MASSINGSTUDYMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 1 MA S S S T U D Y - N E C O R N E R 2 MA S S S T U D Y - N W C O R N E R 3 MA S S S T U D Y - S E C O R N E R 4 MA S S S T U D Y - SW CORNER HAMDEN DRIVE CORONADO DRIVE A D J A C E N T P R O P E R T Y O W N E R F I F T H S T R E E T FIFTH STREET ADJACENT PROPERTY O WNER CORONADO DRIVE H A M D E N D R I V E H A M D E N D R I V E C O R O N A D O D R I V E FIFTH STREET ADJACENT PROPERTY O WNER CORONADO DRIVE HAMDENDRIVE FIFTH STREET A D J A C E N T P R O P E R T Y O W N E R ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-3045-5-2014ISOMETRICSTUDYMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 1 IS O M E T R I C S T U D Y - N E C O R N E R 2 IS O M E T R I C S T U D Y - N W C O R N E R 3 IS O M E T R I C S T U D Y - S E C O R N E R 4 IS O M E T R I C S T U D Y - S W C O R N E R ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-4015-5-20143D VIEWSMAI14.02 HDA RE-SUBMISSIONMAINSTREAM B PARCEL B 353 CORONADO DRIVE CLEARWATER, FLORIDA 33767 1 NE V I E W 2 NW V I E W 3 SE V I E W 4 SW V I E W Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-14 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Planning & Development Agenda Number: 7.2 SUBJECT/RECOMMENDATION: Provide direction on the proposed Development Agreement between Decade Gulf Coast Hotel Partners, L.P. and J.K. Gulfview LLC. (the property owners) and the City of Clearwater, providing for the allocation of 30 units from the Hotel Density Reserve under Beach by Design and confirm a second public hearing in City Council Chambers before City Council on June 19, 2014 at 6:00 p.m., or as soon thereafter as may be heard. (HDA2014-04002) SUMMARY: Site Location and Existing Conditions: The 4.87-acre subject property is located on the south side of South Gulfview Boulevard, between Hamden Drive and Bayway Boulevard with 467 feet of frontage along South Gulf Boulevard and 600 feet of frontage along the Clearwater Pass. The property spans two zoning districts including Tourist (T) and Open Space/Recreation (OS/R) and one Future Land Use Plan (FLUP) classification, Resort Facilities High (RFH). The subject property is also located within the South Beach/Clearwater Pass District of Beach by Design. The portion of the site within the T District is 3.908 acres and landward of an existing seawall. The remainder of the site is submerged land and constitutes 0.962 acres. Only the portion of the site within the T District is considered with regard to development potential such as Impervious Surface ratio (ISR), Gross Floor Area (GFA) and density. The property is not oriented due north/south and for the purposes of this agenda item the property line along South Gulfview Boulevard will be referred to as the north property line, the waterfront side as south and the other two sides as east and west. The immediate area is characterized by a variety of uses including overnight accommodation, retail, outdoor recreation and entertainment, restaurant and attached dwelling uses. The 440 and 450 West attached dwelling condominiums towers are located to the west of the subject property and are 157 feet in height (each tower). Shephard’s is located to the east of the site . The City’s Beach Walk project has been constructed transforming South Gulfview Boulevard to the north of this site into a winding beachside promenade with lush landscaping, artistic touches and clear views to Clearwater's award-winning beach and the water beyond. The property is used as a 189-unit overnight accommodation use and has a valid Business Tax Receipt (BTR-0024076). The hotel units are located within two buildings ranging between seven and nine stories. These two buildings are located on the eastern two-thirds of the site. A 6,144 square-foot two story conference center is located at the southeast corner of the site. Parking is provided via a mix of surface parking and structured, under-building parking. A landscape buffer approximately three feet in width is provided along the north property line adjacent to South Gulfview Boulevard. A public access easement with sidewalk runs along the west side of the site. Access to the site is provided from South Gulfview Boulevard via three two-way driveways with one centrally located and one each at the northeast and Page 1 City of Clearwater Printed on 5/30/2014 File Number: ID#14-14 northwest corners of the site. Site History: Ø On January 18, 2005, the Community Development Board (CDB) approved Cases FLD2004-04025/TDR2004-09011 for the Termination of Status of Nonconformity for density to allow the continuation of an existing 289-room/unit hotel (where 156 rooms/units were permitted at the time); site plan approval of a mixed use development, as a Comprehensive Infill Redevelopment Project and a Transfer of Development Rights for two dwelling units from 850 Bayway Boulevard. Ø Two minor amendments were approved by the Community Development Coordinator on December 28, 2005 and April 5, 2006. Ø On May 15, 2007, the CDB approved Case FLD2007-03008 to permit the addition of a 6,144 square-foot conference center as an accessory use to an existing hotel as a Comprehensive Infill Redevelopment Project under the (then) provisions of Section 2- 803.C. All required time frames set for each of the above site plan approvals have been met and the approvals are considered vested. It is important to note that the Termination of Status of Nonconformity (TSN) request for density and the Transfer of Development Rights (TDR) run with the land irrespective of the status of any associated site plan approvals. It should also be noted that no residential units were ever physically established on the property. Ø On January 21, 2014, the CDB approved Case FLD 2013-11038 to permit a 314-room overnight accommodation use (including 189 existing units and 75 dwelling units converted to 125 overnight accommodation units previously approved and transferred under FLD2004-04025 and TDR2004-09011). The abovementioned application (FLD2013-11038) has not been vested as permits for site and/or building work have yet to be submitted. In addition, should this request for additional density from the Reserve be approved by the Council the site will need to be resubmitted to the CDB for approval due to the increase in density. In summary, the overall site plan for this site has been approved and substantially implemented through a series of Flexible Development requests over the last nine years. Development Proposal: The owners propose to utilize the otherwise permitted density of 314 units and incorporate an additional 30 units from the Hotel Density Reserve through Beach by Design resulting in a total of 344 units (88 units per acre). It should be reiterated that the only portion of the site which provides intensity of use is the 3.908 acre portion within the T District . The current proposal is to maintain the approved site plan and elevations and, existing buildings. The additional density of 30 hotel units will be accommodated within the recently approved western building. The proposed building will be just less than 100 feet (from Base Flood Elevation) to flat roof with parking on the first five levels. Since no portion of the building exceeds 100 feet in height separation requirements from other buildings greater than 100 feet in height as otherwise required by Beach by Design do not apply. The materials and colors of the building will support its Mediterranean Revival architectural style. The building will be painted four earth tones ranging from brownish-gold to medium brown to shades of white. The building facades are broken up with a variety of offsets , windows, balconies and Page 2 City of Clearwater Printed on 5/30/2014 File Number: ID#14-14 rooflines. The proposed hotel design is compatible with the surrounding uses and complements the existing buildings on site. It will be located approximately 17 feet from the centrally-located building already on the site. All parking for the hotel guests and employees is provided within the first five floors of the building. Guest rooms begin on the third level. A total of 352 spaces are provided within the building. This differs slightly from the approved site plans which included 346 spaces. The architect was able to modify portions of the parking levels to gain an additional six spaces. An additional 61 spaces are provided elsewhere on the site either as surface parking or under existing buildings bringing the total number of provided spaces to 413 or 1.2 parking spaces per hotel room where 1.2 spaces is required. Consistency with the Community Development Code (CDC): Minimum Lot Area and Width: Pursuant to Table 2-803, CDC, the minimum required lot area for Overnight Accommodations is between 10,000 and 20,000 square feet. The subject property is 170,232 square feet in area landward of the seawall (zoned T District). Pursuant to the same Table , the minimum lot width for overnight accommodations can range between 100 and 150 feet. The lot width of this site along South Gulfview Boulevard is 467 feet. The proposal is consistent with these Code provisions. Minimum Setbacks: Pursuant to Table 2-803, CDC, the minimum required front setbacks for Overnight Accommodations can range between zero and 15 feet, minimum side setback between zero and 10 feet and minimum rear setback between zero and 20 feet. In addition, Section 3-903, CDC, provides that parking lots shall be set back from front property lines a distance of 15 feet, and shall be set back from all other property lines a distance that is consistent with the required perimeter landscape buffer width . However, for properties within the T District , the setback for parking lots shall be based a dimension consistent with the existing/proposed building setback, or at a dimension consistent with setbacks required or otherwise established by Beach by Design, whichever is less. Section F of the Design Guidelines within Beach by Design provides that all parking areas are to be separated from public rights-of-way by a landscaped decorative wall, fence or other opaque landscape treatment of not less than three feet and not more than 3.5 feet in height. Surface parking areas that are visible from public streets or other public places must be landscaped such that the parking areas are defined more by their landscaping materials than their paved areas when viewed from adjacent properties. The required setback to parking is therefore, three feet. The approved site plan includes a front (north) setback of 15 feet (to building), zero feet (to entry plaza paving) and three feet (to parking), a side (west) setback of 15 feet (to building) and zero feet (to existing public access sidewalk), a side (east) setback of 10 feet (to existing building) and zero feet (to existing parking and dumpster enclosure), a rear (south) setback of 106 feet (to building). The proposal met the setback requirements of Table 2-803, CDC, for Overnight Accommodations as well as the requirements of Section 3-903, CDC, and the applicable sections of Beach by Design. Maximum Height: Section B of the Design Guidelines within Beach by Design specifically addresses height. This section requires specific requirements for building and portions of building which exceed 100 feet in height. Pursuant to Table 2-803, CDC, the maximum height for Overnight Accommodations is Page 3 City of Clearwater Printed on 5/30/2014 File Number: ID#14-14 between 35 and 100 feet. As examined in detail, above, Beach by Design provides further clarification as to the circumstances under which height may be increased to 150 feet. The proposed building height of just less than 100 feet to the top of the roof deck (113 to mid-point of peaked roof screening for elevator and other mechanical equipment) is consistent with this CDC section and with the guidelines of Beach by Design. Minimum Off-street Parking: Pursuant to Table 2-803, CDC, the minimum off-street parking requirement for Overnight Accommodations is between one and 1.2 spaces per unit (between 344 and 413 spaces). A total of 413 (1.2 spaces per unit) are to be provided within the first five floors of the proposed building, under existing buildings and via surface parking spaces. The proposal is therefore consistent with the Code provisions of Article 2 Division 8 and Beach by Design and no flexibility from the Code is necessary. Landscaping: Pursuant to Section 3-1202.D., CDC, there are no perimeter buffers required in the T District for this site. This proposal meets the required minimum five-foot wide foundation planting along the north side of the building. The proposal also includes a perimeter landscape buffer approximately three to five feet in width along the north side of the site. The landscape design incorporates plant material that is native and/or naturalized and salt tolerant, while providing visual interest. It should be noted that the proposal is consistent with Section F of the Design Guidelines of Beach by Design which provides that surface parking be buffered with landscaping at least three feet in width and 3.5 feet in height. The CDC requires that at least 10 percent of the vehicular use area be dedicated to landscaped area where just over 10 percent is provided. Pursuant to Section 3-1202.B., CDC, up to 75 percent of required shade trees may be provided with palm trees where no shade trees are proposed. The proposal received relief from this requirement through the inclusion of a Comprehensive Landscape Program pursuant to Section 3-1202.G., CDC. Consistency with Beach by Design: Design Guidelines: A thorough review of the provided architectural elevations and massing study was conducted as part of the most recent Flexible Development review process and the proposed building was found by the CDB to be consistent with the applicable Design Guidelines established in Beach by Design. Hotel Density Reserve: The project has been reviewed for compliance with those criteria established within Beach by Design concerning the allocation of hotel rooms from the Reserve. The project appears to be generally consistent with those criteria, including that the development comply with the Metropolitan Planning Organization’s (MPO) countywide approach to the application of traffic concurrency management for transportation facilities. The submitted Traffic Impact Study concludes that traffic operations at nearby intersections and on adjacent roadways would continue to operate at acceptable levels of service. Standards for Development Agreements: The proposal is in compliance with the standards for development agreements, is consistent with the Comprehensive Plan and furthers the vision of beach redevelopment set forth in Beach by Design. The proposed Development Agreement will be in effect for a period not to exceed ten years, meets the criteria for the allocation of rooms from the Hotel Density Reserve under Beach by Design and includes the following main provisions: Page 4 City of Clearwater Printed on 5/30/2014 File Number: ID#14-14 §Provides for the allocation of 30 units from the Hotel Density Reserve or a maximum density of 88 units per acre; §Requires the developer to obtain building permits and certificates of occupancy in accordance with Section 4-407, CDC; §Requires the return of any hotel unit obtained from the Hotel Density Reserve that is not constructed; §For units allocated from the Hotel Density Reserve, prohibits the conversion of any hotel unit to a residential use and requires the recording of a covenant restricting use of such hotel units to overnight accommodation usage; and §Requires a legally enforceable mandatory evacuation/closure covenant that the hotel will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. It should be noted that the proposed Development Agreement includes a modification of Section 6.1.10 regarding the limitation on amplified music. The proposed agreement changes the time at which amplified music must cease from 11:00 p.m. Sunday through Thursday and 12:00 midnight Friday and Saturday by one hour; after 12:00 midnight on Sunday through Thursday, or after 1:00 a.m. on Friday and Saturday. Changes to Development Agreements: Pursuant to Section 4-606.I, CDC, a Development Agreement may be amended by mutual consent of the parties, provided the notice and public hearing requirements of Section 4-206 are followed. Revisions to conceptual site plans and/or architectural elevations attached as exhibits to this Development Agreement shall be governed by the provisions of Section 4-406, CDC. Minor revisions to such plans may be approved by the Community Development Coordinator. Other revisions not specified as minor shall require an amendment to this Development Agreement. Page 5 City of Clearwater Printed on 5/30/2014 70 ' R I G H T O F W A Y ( P ) A S P H A L T P A V E M E N T HOTELDENSITYRESERVEDEVELOPMENTAGREEMENT THIS HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT ("Agreement")isdatedthe dayof ,2014,andenteredinto between DECADE GULF COAST HOTEL PARTNERS, L.P. and J.K. Gulfview, LLC (“Developer"),itssuccessorsand assigns,andthe CITYOF CLEARWATER, FLORIDA,amunicipalcorporationofthe StateofFloridaactingthrough its City Council, thegoverningbodythereof("City"). RECITALS: WHEREAS,oneofthemajorelementsoftheCity'srevitalizationeffortisa specialareaplanfortherevitalizationofClearwaterBeachadoptedundertheprovisions ofthe Florida GrowthManagementAct,FloridaStatutesChapter163,PartII,andentitled Beach byDesign; and WHEREAS,Florida StatutesSections163.3220-163.3243,theFloridaLocal Government Development Agreement Act ("Act"), authorize the City to enter into binding developmentagreementswithpersonshaving alegalorequitableinterestinreal propertylocated within thecorporatelimits oftheCity; and WHEREAS,underSection163.3223oftheAct,theCityhasadoptedSection4- 606oftheCity ofClearwaterCommunity DevelopmentCode("Code"),establishing procedures and requirements to considerand enterinto development agreements; and WHEREAS,BeachbyDesignproposedthedevelopmentofhotelunitstoequalize developmentopportunitiesonthebeachandensure ClearwaterBeachremainsa quality, family resortcommunity,andfurtherprovidedforalimitedpoolofadditionalhotelunits ("Hotel DensityReserve")to bemadeavailableforsuch mid-sized hotel projects; and WHEREAS,theDeveloperowns3.908acresofrealproperty("Property")inthe corporatelimitsoftheCity,moreparticularlydescribedonExhibit"A"attachedhereto and incorporated herein; and WHEREAS, the Developer desires to develop the Property by utilizing 189 existing hotelrooms, 125 additional overnight accommodation unitspreviously approved by the Community Development Board, and 30 additional units from the Hotel Density Reserve,andotherusesfor a totalof Three Hundred and Forty-Four (344) overnight accommodationunitson site,and includingmeeting spaceforguestuse,pool,newlobby andparking with parking spaces, generally conforming to the architectural elevation dimensions shown in compositeExhibit “B”; and WHEREAS,theProperty hasnotpreviouslyacquireddensityfromtheDestination Resort DensityPool; and WHEREAS,uponcompletionthe plannedresortwillcontain344overnight accommodationunits,whichincludes30unitsfromtheavailableHotelDensity Reserve (“ReserveUnits”); and WHEREAS,theCityhasconductedsuchpublichearingsasarerequiredbyandin accordance withFloridaStatutesSection163.3225,Code Sections4-206and4-606,and anyotherapplicablelaw;and WHEREAS,theCityhasdeterminedthat,asofthedateofthisAgreement,the proposedprojectisconsistentwiththe City'sComprehensivePlanandLandDevelopment Regulations; and WHEREAS,at a duly noticed and convened public meeting on , 2014, the CityCouncil approved this Agreementand authorized and directed its execution bytheappropriateofficials oftheCity;and WHEREAS, approval of this Agreement is in the interests of the City in furtheranceoftheCity'sgoalsofenhancingtheviability oftheresortcommunityandin furtheranceoftheobjectives ofBeachbyDesign;and WHEREAS,DeveloperhasapprovedthisAgreementandhasduly authorized certain individuals to executethis Agreement on Developer's behalf. STATEMENTOFAGREEMENT Inconsiderationofandinrelianceuponthe premises,themutualcovenants containedherein,andothergoodandvaluableconsideration,thereceiptandsufficiency ofwhichareherebyacknowledged,thepartiesheretointending tobelegally boundandin accordancewith theActand Code, agreeasfollows: SECTION 1.Recitals.Theaboverecitalsaretrueandcorrectandareapartof this Agreement. SECTION 2.Incorporation of the Act. This Agreement is entered into in compliancewithandundertheauthorityoftheCodeandtheAct,thetermsofwhichasof thedateofthisAgreementareincorporatedhereinbythisreferenceandmadeapartof thisAgreement.WordsusedinthisAgreementwithoutdefinitionthatare definedinthe Act shall havethesamemeaningin this Agreement as in theAct. SECTION 3.PropertySubjecttothisAgreement.ThePropertydescribedin Exhibit "A"is subject to this Agreement ("Property"). 3.1 ThePropertycurrentlyhasalandusedesignationofResortFacilitiesHigh and is zoned Tourist (T). 3.2.ThePropertyisownedinfeesimpleorundercontracttobeownedinfee simplebytheDeveloper. 3.3 The Property is generally locatedat 521S.Gulfview Blvd., as further described in Exhibit “A”. SECTION 4.ScopeofProject. 4.1 TheProjectshallconsistof189 existing hotel rooms, 125 additional overnight accommodation units previously approved by the Community Development Board, and 30 additional units from the Hotel Density Reserve, for a total of Three Hundred and Forty-Four (344) overnight accommodation units on site. Ofthe344overnight accommodation units, 30 units shall befrom theHotel DensityReserve. 4.2 TheProjectshallincludeaminimumof413parkingspaces,asdefinedin theCode. 4.3 ThedesignoftheProject,asrepresentedinExhibit“B”,isconsistentwith BeachbyDesign. 4.4 ThedensityoftheProjectshallbe88unitsperacre. Innoinstanceshall thedensityofaparceloflandexceed150unitsperacre.TheheightoftheProjectshallbe 98feet8 inchesmeasuredfromBaseFloodElevation,asdefinedinthe Code. The maximum building heightsofthevariouscharacterdistrictscannotbeincreasedto accommodate hotel rooms allocated from theHotel DensityReserve. SECTION 5.EffectiveDate/Durationofthis Agreement. 5.1 ThisAgreementshallnotbeeffective untilthisAgreementisproperly recordedinthepublic recordsofPinellasCounty,Florida pursuanttoFlorida Statutes Section 163.3239 and CodeSection 4-606. 5.2 Withinfourteen(14)daysaftertheCity approvestheexecutionofthis Agreement,theCity shallrecordtheAgreementwiththeClerkoftheCircuitCourtfor PinellasCounty.TheDevelopershallpaythecostofsuchrecording.TheCityshall submittotheDepartmentofEconomicOpportunityacopyoftherecordedAgreement within fourteen (14)daysaftertheAgreement is recorded. 5.3 ThisAgreementshallcontinue ineffectfor ten(10)yearsunlessearlier terminated as set forth herein. SECTION 6.Obligationsunderthis Agreement. 6.1 Obligations oftheDeveloper: 6.1.1 Theobligations underthis Agreement shall bebindinguponand the benefits ofthis Agreement shall inureto theDeveloper,its successorsin interests or assigns. 6.1.2 AtthetimeofdevelopmentoftheProperty,theDeveloperwill submitsuchapplicationsanddocumentationasarerequiredby lawandshallcomplywith theCodeapplicableat thetimeofbuildingpermit review. Property: 6.1.3 The following restrictions shall apply to development of the 6.1.3.1 ToretainthegrantofReserveUnitsprovidedforherein, theProperty andimprovementslocatedthereonshallbedevelopedin substantialconformancewiththeConceptualSite PlanattachedasExhibit "B". Any modificationsdeterminedby thePlanningDirectoraseither inconsistent with attached Exhibit “B” or constituting a substantial deviationfromattachedExhibit“B” shallrequire anamendmenttothis Agreementinaccordance withthe proceduresofthe Actandthe Code,as necessary andapplicable.Any andallsuchapprovedandadopted amendmentsshallberecordedinthe publicrecordsof PinellasCounty, Florida. 6.1.3.2 The Developershallobtainappropriatesite planapproval pursuantto aLevelOneorLevelTwo developmentapplication within one (1)year fromthe effective date of thisAgreementinaccordance withthe provisionsofthe Code,andshallthenobtainappropriatepermitsand certificatesofoccupancy inaccordancewiththeprovisionsoftheCode. Nothing hereinshallrestrictDeveloperfromseekinganextensionofsite planapprovalorotherdevelopmentorderspursuanttotheCodeorstate law. Intheeventthatworkisnotcommencedpursuanttoissuedpermits, orcertificatesofoccupancy arenottimelyissued,theCitymaydenyfuture developmentapprovalsand/orcertificatesofoccupancyfortheProject, and mayterminatethis Agreement in accordancewith Section 10. 6.1.3.3 The Developer shallexecute,prior tocommencementof construction,amandatoryevacuation/closurecovenant,substantially inthe formofExhibit"C",stating thattheaccommodationusewillcloseassoon aspracticable aftera hurricane watchthatincludesClearwaterBeachis posted bytheNational HurricaneCenter. 6.1.4 CovenantofUnifiedUse.Priortotheissuanceofthefirstbuildingpermit fortheProject,theDeveloperhereby agreestoexecutethecovenantofunifieduseand developmentfortheProjectSiteprovidingthattheProjectSiteshallbedevelopedand usedasasingleproject,theformofwhichcovenantisattachedasExhibit "D";provided however,thatnothing shallprecludetheDeveloperfromselling alloraportionofthe Developer'sPropertyintheeventthatDeveloperdeterminesnottoconstructtheProject. Itisunderstoodandagreedthat,inthe eventthatthe Developer entersintothe anticipated covenantofunifieduseanddevelopment,andtheDeveloperelectsnottoconstructthe ProjectandnotifiestheCity ofitselectioninwriting,and,alternatively,asofthedateof expiration,terminationorrevocationnorightsofDeveloperremainorwillbe exercisedto incorporatetheHotelDensity ReserveUnitsintotheProject,theCity shallexecuteand deliver tothe Developera terminationof suchcovenantof unifieduse anddevelopment suitableforrecordingin thePublicRecords ofPinellas County, Florida. 6.1.5 ReturnofUnitstoReservePool.AnyReserveUnitsgrantedtoDeveloper nottimely constructedinconjunctionwiththeProjectshallbereturnedtotheHotel DensityReserveand beunavailableto Developerforuseon theProject. 6.1.6 TransientUse. Areservationsystemshallberequiredasanintegralpartof the hoteluse.There shallbe alobby/frontdeskarea thatmustbe operatedasa typical lobby/frontdeskareafora hotelwouldbe operated. Accesstoall unitsmustbeprovided throughalobbyandinternalcorridor. Allunitsshall be available tothepublic for overnighttransienthoteloccupancy atalltimesthroughthe requiredhotelreservation system. Occupancy inthehotelislimitedtoatermoflessthan one(1)monthorthirty- one(31)consecutivedays,whicheverisless. No unitinthehotel shall beused as a primaryorpermanent residence. 6.1.7 NoFullKitchens. Nounitshallhaveacompletekitchenfacilityasthat term is used in thedefinition of“dwellingunit”intheCode. 6.1.8 InspectionofRecords. Developershallmakeavailable for inspectionto authorizedrepresentativesoftheCity itsbooksandrecordspertainingtoeachHotel DensityReserveunituponreasonablenoticetoconfirmcompliancewiththeseregulations as allowed bygeneral law. 6.1.9 CompliancewithDesignGuidelines. TheDeveloperagreestocomply with theDesignGuidelines as set forth in SectionVII. ofBeach byDesign. 6.1.10Limitation on Amplified Music. Developer agrees that there shall be no outdoor amplified music at the Hotel after 12:00 midnighton Sunday through Thursday, or after 1:00a.m.on Friday and Saturday. 6.2 Obligations oftheCity. 6.2.1 TheCity shallpromptly processsiteandconstructionplan applicationsfortheProperty thatareconsistentwiththeComprehensivePlanand theConcept Plan and that meet therequirements oftheCode. 6.2.2 ThefinaleffectivenessoftheapplicationsreferencedinSection 6.2.1 is subject to: 6.2.2.1 TheprovisionsofChapters163and166,FloridaStatutes,as theymaygovern suchamendments; and 6.2.2.2 Theexpirationofanyappealperiodsor,ifanappealisfiled, at theconclusion ofsuchappeal. 6.2.3 UponadoptionofthisAgreement,theProjectshallreceive30 unitsfromtheHotelDensity ReserveasdefinedinBeachbyDesign,contingent upon theprovisions ofSection 6.1.5. SECTION7.PublicFacilitiestoServiceDevelopment.Thefollowing public facilitiesarepresentlyavailabletotheProperty fromthesourcesindicatedbelow. DevelopmentofthePropertywillbegovernedbytheconcurrency ordinanceprovisions applicableatthetimeofdevelopmentapproval.Therequirementsforconcurrency asset forth in Article4, Division 9, oftheCode, havebeen satisfied. 7.1 Potable water is available from the City. The Developer shall be responsibleforall necessarymain extensions and applicableconnection fees. 7.2 SewerserviceiscurrentlyprovidedbytheCity.TheDevelopershallbe responsibleforall necessarymain extensions and applicableconnection fees. 7.3 Fireprotection from theCity. 7.4 DrainagefacilitiesforthePropertywillbeprovidedbytheDeveloperat theDeveloper's soleexpense. 7.5 TheProjectshallcomplywiththeMetropolitanPlanningOrganization’s [MPO]or itssuccessor’scountywideapproachtotheapplicationof concurrency managementfor transportationfacilities,andthe transportationanalysisconductedfor the Project shall includethefollowing: •Recognition ofstandarddatasources as established bytheMPO; •Identificationoflevelofservice(LOS)standardsforstateandcountyroadsas established bytheMPO; •Utilization of proportional fair-share requirements consistent with Florida Statutes and theMPO model ordinance; •Utilization oftheMPO TrafficImpact StudyMethodology; and •RecognitionoftheMPOdesignationof“ConstrainedFacilities”assetforthin themost current MPO AnnualLevel ofServiceReport. 7.6 All improvements associated with the public facilities identified in Subsections7.1through7.5shallbecompletedpriortotheissuanceofany certificateof occupancy. 7.7 Developeragreestoprovideacashier’scheck,a paymentandperformance bond,orletterofcreditintheamountof115%oftheestimatedcostsofthepublic facilitiesandservices,tobedepositedwiththeCitytosecureconstructionofanynew publicfacilitiesandservicesrequiredtobeconstructedby thisAgreement. Such constructionshallbecompletedpriortoissuanceofaCertificateofOccupancyforthe Project. SECTION 8.RequiredLocal Government Approvals. The required local governmentdevelopmentapprovalsfordevelopmentoftheProperty include,without limitation, thefollowing: 8.1 Siteplanapproval(s)andassociatedutilitylicenses,access,andright-of- wayutilization permits; 8.2 Construction plan approval(s); 8.3 Buildingpermit(s); 8.4 Certificate(s)ofoccupancy;and SECTION 9.FindingofConsistency.TheCityfindsthatdevelopmentofthe Property isconsistentwiththetermsthisAgreementisconsistentwiththeCity ComprehensivePlan andtheCode. SECTION10. Termination. Ifthe Developer'sobligationssetforthinthis Agreementarenotfollowedinatimelymanner,asreasonablydeterminedbytheCity Manager,afternoticetotheDeveloperandanopportunity tobeheard,existingpermits shallbeadministratively suspendedandissuanceofnewpermitssuspendeduntilthe Developerhasfulfilleditsobligations.Failuretotimelyfulfillitsobligationsmayserveas abasisforterminationofthisAgreementbytheCity,atthediscretionoftheCityand afternoticeto theDeveloperand an opportunityfortheDeveloperto beheard. SECTION11. OtherTermsandConditions. Exceptin thecaseoftermination, untilten(10)yearsafterthedateofthisAgreement,theCity mayapplylawsandpolicies adoptedsubsequently totheEffectiveDateofthisAgreementiftheCityhasheldapublic hearingand determined: (a)They arenotinconflictwiththelawsandpoliciesgoverning the Agreement and do not prevent development of the land uses, intensities, ordensities in theAgreement; (b)Theyareessential to thepublichealth, safety, orwelfare, andexpressly statethatthey shallapply toadevelopmentthatissubjecttoa development agreement; (c) Theyarespecificallyanticipated and provided forin this Agreement; (d) TheCitydemonstratesthatsubstantialchangeshaveoccurredin pertinentconditionsexisting atthetimeofapprovalofthisAgreement; or (e) ThisAgreementisbasedonsubstantiallyinaccurateinformation provided bytheDeveloper SECTION12. Compliance withLaw. Thefailure ofthisAgreementtoaddress anyparticularpermit,condition,termorrestrictionshallnotrelievetheDeveloperfrom thenecessity ofcomplyingwiththelawgoverningsuchpermittingrequirements, conditions, terms orrestrictions. SECTION13. Notices. Noticesandcommunicationsrequiredordesiredtobegiven underthisAgreementshallbegiventothepartiesby handdelivery,by nationally recognizedovernightcourierservicesuchasFederalExpress,orby certifiedmail,return receiptrequested,addressedasfollows(copiesasprovidedbelowshall berequiredfor propernoticeto begiven): Ifto theDeveloper:Decade Gulf Coast Hotel Partners, L.P. and J.K. Gulfview, LLC 13555 Bishops Ct., Brookfield, WI 53005 With Copyto:Brian J. Aungst, Jr., Esq. Macfarlane Ferguson & McMullen, P.A. 625 Court St., Suite 200 Clearwater, FL 33755 Ifto City:CityofClearwater, CityAttorney ATTN: PamelaAkin, Esq. 112 South OsceolaAvenue Clearwater, FL33756 Properly addressed, postage prepaid, notices or communications shall be deemed deliveredandreceivedonthedayofhanddelivery,thenextbusinessdayafterdeposit withanovernightcourierservicefornextday delivery,oronthethird(3rd)day following depositinthe UnitedStatesmail,certifiedmail,returnreceiptrequested.The partiesmay change the addressessetforthabove (includingthe additionof a mortgagee toreceive copies ofall notices), bynoticein accordancewith this Section. SECTION 14.Assignments. 14.1 BytheDeveloper: 14.1.1PriortotheCommencementDate,theDevelopermay sell,convey, assignorotherwisedisposeofanyorallofitsright,title,interestandobligations inandtotheProject,orany partthereof,only withthepriorwrittennoticetothe City,providedthatsuchparty (hereinafterreferredtoasthe"assignee"),tothe extent ofthesale,conveyance,assignment orotherdisposition bytheDeveloperto theassignee,shallbeboundby thetermsofthisAgreementthesameasthe DeveloperforsuchpartoftheProjectasis subjecttosuchsale,conveyance, assignment orotherdisposition. 14.1.2 If the assignee of the Developer's right, title, interest and obligationsinandtotheProject,orany partthereofassumesalloftheDeveloper's obligationshereunder forthe Project,or thatpartsubjecttosuchsale,conveyance, assignmentor other disposition,thenthe Developer shallbe releasedfromallsuch obligationshereunderwhichhavebeensoassumedbytheassignee,andtheCity agrees to execute an instrument evidencing such release, which shall be in recordableform. 14.1.3 AnassignmentoftheProject,orany partthereof,bytheDeveloper toany corporation,limitedpartnership,limitedliability company,general partnership,orjointventure,inwhichtheDeveloper(oranentity undercommon control with Developer) has either the controlling interest or through a joint venture or other arrangementsharesequalmanagementrightsandmaintainssuch controlling interestorequalmanagementrightsshallnotbedeemedanassignment ortransfersubjecttoanyrestrictiononorapprovalsofassignmentsortransfers imposedby thisAgreement,provided,however,thatnoticeofsuchassignment shallbegivenby theDevelopertotheCity notlessthanthirty (30)dayspriorto suchassignmentbeingeffectiveandtheassigneeshallbeboundbythetermsof thisAgreementtothesameextentaswouldthe Developerintheabsenceofsuch assignment. 14.1.4 Noassignee,purchaser,sublesseeoracquirerofalloranypartof theDeveloper'srightsandobligationswithrespecttoany oneParcelshallinany waybeobligatedorresponsibleforanyoftheDeveloper'sobligationswithrespect toany otherParcelbyvirtueofthisAgreementunlessanduntilsuchassignee, purchaser,sublesseeoracquirehasexpressly assumedtheDeveloper'ssuchother obligations. 14.2 SuccessorsandAssigns.Thetermshereincontainedshallbindandinureto the benefit of the City, and its successors and assigns, and the Developer and, as applicabletothepartiescomprising Developer,theirpersonalrepresentatives,trustees, heirs, successors and assigns, except as mayotherwisebespecificallyprovided herein. SECTION15. MinorNon-Compliance.TheDeveloperwillnotbedeemedto havefailedtocomply withthetermsofthisAgreementintheeventsuchnoncompliance, in the judgment of the City Manager, reasonably exercised, is of a minor or inconsequential nature. SECTION16. CovenantofCooperation.Thepartiesshallcooperatewithand deal with each other in good faith and assist each other in the performance of the provisionsofthisAgreementandinachievingthe completionofdevelopmentofthe Property. SECTION 17. Approvals.Whenever anapprovalor consentisrequiredunder or contemplatedby thisAgreementsuchapprovalorconsentshallnotbeunreasonably withheld,delayedor conditioned.Allsuchapprovalsandconsentsshallbe requestedand granted in writing. SECTION 18.Completionof Agreement.Uponthe completionof performance of this Agreement or its revocation or termination, a statement evidencing such completion, revocation ortermination shall besigned bytheparties heretoand recordedin theofficial records oftheCity. SECTION 19. EntireAgreement. This Agreement (including any and all Exhibitsattachedheretoallof whichare a partofthisAgreementtothe same extentasif suchExhibitsweresetforthinfullinthebody ofthisAgreement),constitutestheentire agreement between theparties hereto pertainingto thesubject matterhereof. SECTION20.Construction.The titles,captionsandsectionnumbersinthis Agreementareinsertedforconvenientreferenceonly anddonotdefineorlimitthescope or intent and should not be used in the interpretation of anysection, subsection or provisionof thisAgreement.Whenever the contextrequiresor permits,the singular shall include the plural, and plural shall include the singular and any reference in this Agreementtothe Developer includesthe Developer'ssuccessorsorassigns.This AgreementwastheproductionofnegotiationsbetweenrepresentativesfortheCityand the Developer andthe language of theAgreementshouldbe givenitsplainandordinary meaningandshouldnotbestrictlyconstruedagainstany partyheretobasedupon draftsmanship.Ifany termorprovisionofthisAgreementissusceptibletomorethanone interpretation,one or more of whichrender itvalidandenforceable,andone or more of whichwouldrenderitinvalidor unenforceable,suchtermor provisionshallbe construed in amannerthat would renderit valid and enforceable. SECTION21. PartialInvalidity.Ifany termorprovisionofthisAgreementor theapplicationthereoftoanypersonorcircumstanceisdeclaredinvalidorunenforceable, theremainderofthisAgreement,includingany validportionoftheinvalidtermor provision and theapplication ofsuch invalid termorprovision to circumstances otherthan thoseastowhichitisheldinvalidorunenforceable,shallnotbeaffectedtherebyand shallwiththeremainderofthisAgreementcontinueunmodifiedandin fullforceand effect.Notwithstanding theforegoing,ifsuchresponsibilitiesofany party hereto,tothe extentthatthe purpose of thisAgreementor thebenefitssoughttobe receivedhereunder arefrustrated,suchpartyshallhavetherighttoterminatethisAgreementuponfifteen (15)days written noticeto theotherparties. SECTION22. CodeAmendments.Subsequently adoptedordinancesandcodes oftheCitywhichareofgeneralapplicationnotgoverningthedevelopmentoflandshall beapplicabletotheProperty,andsuchmodificationsarespecifically anticipatedinthis Agreement. SECTION23. GoverningLaw. ThisAgreementshallbe governedby,and construed in accordancewith thelaws oftheStateofFlorida. SECTION24. Counterparts. ThisAgreementmay beexecutedincounterparts, all ofwhich togethershall continueoneand thesameinstrument. SECTION 25. Amendment. This Agreement may be amended by mutual writtenconsentoftheCity andtheDevelopersolongastheamendmentmeetsthe requirements oftheAct,applicableCityordinances, and Floridalaw. INWITNESSWHEREOF,thepartieshaveheretoexecutedthisAgreementthe dateandyearfirstabovewritten. In thePresenceof:DECADE GULF COAST HOTEL PARTNERS, L.P. , alimited partnership BY:J.K. GULFVIEW, LLC, a limited liability companyGener PrintName By: Name: Title: PrintName As to “Developer” CITYOFCLEARWATER, FLORIDA Print Name: By: William BHomeII, CityManager Print Name As to “City” Attest: RosemarieCall, CMC, CityClerk Countersigned: GeorgeN. Cretekos, Mayor Approved as toForm: Assistant CityAttorney STATE OFFLORIDA COUNTY OFPINELLAS The foregoing Declaration was acknowledged before me this day of ,2014,by________________________,as_________ofDecade Gulf Coast Hotel Partners, L.P. and J.K. Gulfview, LLC, on behalfoftheaforesaid entities. He is [ ]personally known to me or has [ ]produced as identification. Print: NotaryPublic–StateofFlorida MyCommission Expires: EXHIBIT“A” PROJECT LEGALDESCRIPTION From the Northwesterly corner of Lot 1, Block C of Bayside Subdivision No. 5 as recorded in Plat Book 38, Page 38 of the public Records of Pinellas County, Florida; thence run North 54 deg. 25’ 30” West 55.14 feet along the Southerly line of Gulfview Boulevard for a Point of Beginning; thence continue North 54 deg. 25’ 30” West along said Southerly line of Gulfview Boulevard, 467.74 feet to the Northeasterly corner of Lot 43in Lloyd-Whtie- Skinner Subdivision as recorded Plat Book 13, Page 12 of the Public Records of Pinellas County, Florida; thence run South 35 deg. 34’ 30” West 400.00 feet to the bulkhead line; thence South 54 deg. 25’ 30” East 316.13 feet; thence along a curve to the left, radius 534.30 feet, arc 213.63 feet, chord bearing South 65 deg. 52’ 45” East, chord 212.21 feet; thence South 77 deg. 20’ 00” East 87,38 feet; thence North 12 deg. 40’ 00” East 351.56 feet to the Point of Beginning. EXHIBIT“B” Conceptual SitePlan EXHIBIT“C” COVENANTREGARDINGHURRICANEEVACUATION AndDEVELOPMENT, USEAND OPERATION DECLARATION OFCOVENANTSAND RESTRICTIONS THIS DECLARATION OF COVENANTS AND RESTRICTIONS (“Declaration”) is made as of the ____ day of ____________, 2014, by DECADE GULF COAST HOTEL PARTNERS, L.P.and J.K. GULFVIEW, LLC, (“Developer”). DeveloperistheowneroffeesimpletitletotherealpropertydescribedinSchedule1 attached hereto and made a part hereof (hereinafter, the ("Real Property"). The City of Clearwater,Florida(the"City"),hasamendeditsComprehensivePlanto designateClearwater Beach as a Community Redevelopment District pursuant to the Pinellas County Planning CouncilRulesinordertoimplementtheprovisionsofBeachby Design,aplanforthe revitalization ofClearwaterBeach. ThedesignationofClearwaterBeachasaCommunity RedevelopmentDistrict(the "Designation")providesfortheallocationofHotelDensity ReserveUnitsasanincentiveforthe developmentofmid-sizequality hotels.PursuanttotheDesignation,theallocationofHotel DensityReserveUnitsissubjecttocompliancewithaseriesofperformancestandards,including arequirementthatresortscontainingahoteldevelopedwithHotelDensityReserveUnitsshall be closedandallGuestsevacuatedfromsuchhotelsassoonaspracticable after the National Hurricane Center postsahurricane watchthatincludesClearwaterBeach.The purpose of such evacuationistoensure thatsucha hotelisevacuatedinadvance of theperiodof time whena hurricaneevacuation would beexpected in advanceoftheapproach ofhurricaneforcewinds. TheCityhasgranted,byCityCouncilResolution , passedandapprovedon ,2014,Developer'sapplicationforHotelDensity ReserveUnitspursuanttothe Designation,subjecttoDeveloper'scompliance withthe requirementsofthe Designation. Developerdesiresfor itself, and itssuccessorsand assigns, asowner, to establish certain rights, duties,obligationsandresponsibilitieswithrespecttothe use andoperationof the RealProperty inaccordancewiththetermsandconditionsoftheallocationoftheHotelDensity ReserveUnits totheCityandtheDesignation,whichrights,duties,obligationsandresponsibilitiesshallbe bindingon anyandall successorsand assigns andwill run with thetitleto theReal Property. THEREFORE,inconsiderationofthecovenantsandrestrictionshereinsetforthandto be observedandperformed,andinfurther considerationof the allocationof HotelDensity ReserveUnitstoDeveloper,andothergoodandvaluableconsideration,thesufficiency ofwhich is herebyacknowledged,Developerherebydeclares, covenantsand agreesas follows: 1. Benefit and Enforcement. These covenants and restrictions are made for the benefitofDeveloperanditssuccessorsandassignsandshallbeenforceablebythemandalsofor thebenefitoftheresidentsoftheCity andshallbeenforceableonbehalfofsaidresidentsby the CityCouncil oftheCity. 2. CovenantofDevelopment,UseandOperation.Developerherebycovenantsand agreestothedevelopment,useandoperationoftheRealProperty inaccordancewiththe provisions ofthis Declaration. 2.1 Use. Theuseoftheresort on theReal Propertyis restricted asfollows: 2.1.1 344 units,30of whichareunitsallocatedtoDeveloperfrom the HotelDensityReserve,shallbeusedsolelyfortransientoccupancyof one monthorthirty-one(31)consecutivedaysorless,mustbelicensedasa publiclodging establishmentandclassifiedasahotel,andmustbeoperated by asinglelicensed operatorofthe hotel. No unit shall be used as a primary or permanent residence. Accesstotheunitsmustbeprovided throughalobby and internalcorridor. Areservationsystemshallbe requiredasanintegralpartof the hoteluse andthere shallbe a lobby/front deskarea thatmustbe operatedasa typicallobby/frontdeskareafora hotelwouldbeoperated. Allunitsshall berequiredtobesubmittedtoa rentalprogramrequiring theunitstobe availableformembersofthepublic asovernighthotelguestsonatransientbasis atalltimes. Nounitshall haveacompletekitchenfacility asthattermisusedin thedefinitionof “dwelling unit”intheCode. Developershallmakeavailablefor inspection to authorized representatives of the City its books and records pertainingtoeachunituponreasonablenoticetoconfirm compliancewith theseregulationsasallowedby generallaw. TheDeveloper agreesto comply withtheDesignGuidelinesassetforthinSectionVIIofBeach by Design. 2.1.2Asusedherein,the terms"transientoccupancy,""publiclodging establishment,""hotel”,and"operator"shallhavethemeaninggiventosuch terms in FloridaStatutesChapter509, PartI. 2.2 Closure of Improvements and Evacuation. The Hotel developed on the Real Propertyshallbeclosedassoonaspracticableupontheissuanceofahurricanewatchbythe NationalHurricane Center,whichhurricane watchincludesClearwater Beach,andallHotel guests,visitorsandemployeesotherthanemergencyandsecuritypersonnelrequiredtoprotect theresort,shallbeevacuatedfromtheHotelassoonaspracticablefollowing theissuanceofsaid hurricanewatch.IntheeventthattheNationalHurricaneCentershallmodify theterminology employed to warn of the approach of hurricane force winds, the closure and evacuation provisionsofthisDeclarationshallbe governedbythelevelofwarningemployed bythe NationalHurricane Centerwhichprecedesthe issuance ofa forecastofprobable landfallinorder toensurethattheguests,visitorsandemployeeswillbeevacuatedinadvanceoftheissuanceof aforecast ofprobablelandfall. 3 Effective Date. This Declaration shall become effective upon issuance of all building permitsrequiredtobuildtheproject("Project")andDeveloper's commencementof constructionoftheProject,asevidenceby aNoticeofCommencement fortheProject.This Declarationshallexpireandterminateautomatically ifandwhenthe allocationofReserveUnits to theDeveloperexpires oris terminated. 4 Governing Law. This Declaration shall be construed in accordance with and governed bythelaws oftheStateofFlorida. 5 Recording.ThisDeclarationshallberecordedinthechainoftitleof theReal Propertywith theClerk oftheCourts ofPinellas County, Florida. 6 Attorneys'Fees.DevelopershallreimbursetheCityforanyexpenses, including reasonableattorneys'fees,whichareincurredbytheCity intheeventthatthe City determines thatitisnecessary andappropriatetoseekjudicialenforcementofthis DeclarationandtheCity obtainsrelief,whetherby agreementofthepartiesorthrough orderofacourtofcompetent jurisdiction. 7 Severability. If any provision, or part thereof, of this Declaration or the applicationofthisDeclarationtoanypersonorcircumstancewillbeoris declaredtoanyextent tobe invalidor unenforceable,the remainder ofthisDeclaration,or the applicationof such provisionorportionthereoftoanypersonorcircumstance,shall notbeaffectedthereby,and eachandevery otherprovisionofthisDeclarationshallbe validandenforceabletothefullest extent permitted bylaw. INWITNESSWHEREOF, Developerhas causedthis Declaration to beexecuted this dayof , 2014. In thePresenceof:DECADE GULF COAST HOTEL PARTNERS, L.P. , alimited partnership BY:J.K. GULFVIEW, LLC, a limited liability company PrintName PrintName As to “Developer” By: Name: Title CITYOFCLEARWATER, FLORIDA Print Name: CityManager By: William BHomeII, Print Name As to “City” Attest: RosemarieCall, CMC, CityClerk Countersigned: GeorgeN. Cretekos, Mayor Approved as toForm: Assistant CityAttorney STATE OFFLORIDA COUNTY OFPINELLAS The foregoing Declaration was acknowledged before me this day of ,2014,by ________________________,as_________ofDecade Gulf Coast Hotel Partners, L.P. and J.K. Gulfview, LLC, on behalfoftheaforesaid entities. Heis [ ] personallyknown to meorhas [ ]produced as identification. Print: NotaryPublic–StateofFlorida MyCommission Expires: SCHEDULE “A” From the Northwesterly corner of Lot 1, Block C of Bayside Subdivision No. 5 as recorded in Plat Book 38, Page 38 of the public Records of Pinellas County, Florida; thence run North 54 deg. 25’ 30” West 55.14 feet along the Southerly line of Gulfview Boulevard for a Point of Beginning; thence continue North 54 deg. 25’ 30” West along said Southerly line of Gulfview Boulevard, 467.74 feet to the Northeasterly corner of Lot 43in Lloyd-Whtie-Skinner Subdivision as recorded Plat Book 13, Page 12 of the Public Records of Pinellas County, Florida; thence run South 35 deg. 34’ 30” West 400.00 feet to the bulkhead line; thence South 54 deg. 25’ 30” East 316.13 feet; thence along a curve to the left, radius 534.30 feet, arc 213.63 feet, chord bearing South 65 deg. 52’ 45” East, chord 212.21 feet; thence South 77 deg. 20’ 00” East 87,38 feet; thence North 12 deg. 40’ 00” East 351.56 feet to the Point of Beginning. EXHIBIT“D” COVENANTOFUNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: COVENANTOFUNIFIED USE THISCOVENANTOFUNIFIEDUSE(the"Covenant")isexecutedthis dayof , 2014, by (“Developer"). WITNESSETH: WHEREAS,DeveloperistheowneroftherealpropertylegallydescribedonSchedule "A"attached hereto and incorporated herein byreference(the"Real Property"); and WHEREAS,DeveloperandtheCityofClearwater,Florida(the"City")arepartiestothat certain Hotel Density Reserve Development Agreement dated , 201 (the "Agreement"),pursuanttowhichtheCityhasagreedthatDevelopermaydevelopandconstruct upon theReal Propertyahotel project as describedin theAgreement(the"Project"); and WHEREAS,DeveloperintendstodevelopandoperatetheRealPropertyforaunified use, as moreparticularlydescribed in this Covenant. NOW,THEREFORE,inconsiderationofthesumofTenDollars($10.00)andother goodandvaluableconsideration,thereceiptandsufficiency ofwhicharehereby acknowledged, Developerdoesherebyagreethat,effectiveasofthedateonwhichDeveloperreceivesall permitsrequiredtoconstructthe ProjectandDevelopercommencesconstructionthereof,as evidencedbyaNoticeofCommencementfortheProject,theRealProperty shallbedeveloped andoperatedasalimited-servicehotelproject,asdescribedintheAgreement.Therestrictions setforthintheprecedingsentenceshallexpireautomatically whenandifDeveloper'sallocation ofadditionalhotelunits(asdefinedintheAgreement)expiresoristerminated.Nothing inthis AgreementshallrequireDevelopertodeveloptheProjectorrestrictDeveloper'sability tosell, assign,transferorotherwiseconveyitsrightinandtotheRealPropertyoranyportionor portionsthereoftounrelatedthird-parties.DeveloperagreesthattheCity shallhavetherightto enforcethetermsand conditions ofthis Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator. INWITNESSWHEREOF,DeveloperhascausedthisAgreementtobe executed this dayof , 2014. In thePresenceof:DECADE GULF COAST HOTEL PARTNERS, L.P. , alimited partnership BY:J.K. GULFVIEW, LLC, a limited liability company PrintName PrintName As to “Developer” By: Name: Title CITY OF CLEARWATER,FLORIDA By: Print Name:William BHomeII, CityManager Print Name As to “City” Attest: RosemarieCall, CMC, CityClerk Countersigned: GeorgeN. Cretekos, Mayor Approved as toForm: Assistant CityAttorney STATE OFFLORIDA COUNTY OFPINELLAS The foregoing Declaration was acknowledged before me this day of ,2014,by ________________________,as_________ofDecade Gulf Coast Hotel Partners, L.P. and J.K. Gulfview,LLC, on behalfoftheaforesaid entities. Heis [ ]personallyknown to meorhas [ ]produced as identification. Print: NotaryPublic–StateofFlorida MyCommission Expires: SCHEDULE “A” From the Northwesterly corner of Lot 1, Block C of Bayside Subdivision No. 5 as recorded in Plat Book 38, Page 38 of the public Records of Pinellas County, Florida; thence run North 54 deg. 25’ 30” West 55.14 feet along the Southerly line of Gulfview Boulevard for a Point of Beginning; thence continue North 54 deg. 25’ 30” West along said Southerly line of Gulfview Boulevard, 467.74 feet to the Northeasterly corner of Lot 43in Lloyd-Whtie- Skinner Subdivision as recorded Plat Book 13, Page 12 of the Public Records of Pinellas County, Florida; thence run South 35 deg. 34’ 30” West 400.00 feet to the bulkhead line; thence South 54 deg. 25’ 30” East 316.13 feet; thence along a curve to the left, radius 534.30 feet, arc 213.63 feet, chord bearing South 65 deg. 52’ 45” East, chord 212.21 feet; thence South 77 deg. 20’ 00” East 87,38 feet; thence North 12 deg. 40’ 00” East 351.56 feet to the Point of Beginning. TE N A N T S P A C E 2, 5 0 0 S F TE N A N T S P A C E 2, 5 0 0 S F EL E V A T O R L O B B Y 1, 3 0 0 S F TR A S H R O O M 2, 0 0 0 S F AC C E S S E A S E M E N T EX I S T I N G HO T E L LINE OF BUILDING ABOVE PA R K I N G BE N E A T H R A M P COVERED TERRACE EG R E S S D R I V E EN T R Y D R I V E UP UP UP UP PROJECT NORTH N 1 SC A L E : 1 / 1 6 " = 1 ' - 0 " ( N T S 8 1 / 2 X 1 1 ) LE V E L O N E HC HC HC 9 6 9 11 3 8 1 3 15'-0" 15'-0" 31 ' - 1 1 " 20'-1" UP LI N E O F BU I L D I N G AB O V E 15'-0" 16'-6"24'-0" 12'-0" 9'-0" 18 ' - 0 " 25 ' - 6 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 25'-4" 24 ' - 0 " 24'-0" 24 ' - 0 " 9'-0" 15 ' S I D E Y A R D SE T B A C K 15' FRONT YARD SETBACK DE C O R A T I V E PA V E R S CA R E N T R Y & DR O P - O F F P/ L P/ L P/L SOUTH GULFVIEW BOULEVARD LINE OF BUILDING ABOVE RAMP UP 5.5% MAX RAMP UP 5.5% MAX 105'-812"100'-9" 16'-11" EX T E N T O F PA R K I N G BE N E A T H R A M P BI K E S BI K E S 50 P A R K I N G SP A C E S ( 3 H C ) 97 ' - 5 " 46 ' - 1 1 " 72 ' - 6 " 50 ' - 5 " 61'-9"89'-3" 96 ' - 6 " 34 ' - 5 " 10 0 ' - 0 " AC C E S S E A S E M E N T 92'-6"57'-0" FUTURE WATER SLIDE CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:FLEXIBLE DEVELOPMENTISTVAN L. PETERANECZ AR94533 FLORIDA 2013.11.011 SUBMISSIONA2_1LEVEL 1 201 202 203 204 205 206 207 RAMP DOWN RAMP UP RAMP UP EL E V A T O R LO B B Y BALCONY UP DN UP DN UPDN UP DN EX I S T I N G H O T E L PROJECT NORTH N 1 SC A L E : 1 / 1 6 " = 1 ' - 0 " ( N T S 8 1 / 2 X 1 1 ) LE V E L T W O BALCONY UP DN 5 5 13 11 11 8 9 36 3 HC FI R E P U M P SE R V I C E EL E V A T O R ST O EL E C T R I C A L 15'-0" 15'-0" 15'-0" 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 24'-0"18'-0" 12'-0" 9'-0" 24'-0" 25'-4" 9' - 0 " GUEST CORRIDOR 14'-3" 30'-10" 5.5% MAX 5.5% MAX 5.5% MAX 100'-812"105'-812" 12 ' - 0 " 96 ' - 6 " 34 ' - 5 " 10 0 ' - 0 " 25'-9"89'-3"61'-9" 97 ' - 5 " 13 ' - 4 " 20 ' - 1 0 " 12 ' - 1 0 " 72 ' - 6 " 9' - 5 " 16 ' - 1 1 " 18'-5" 16'-11" 20'-1" GE N E R A T O R HC 1 73 P A R K I N G SP A C E S ( 2 H C ) CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:FLEXIBLE DEVELOPMENTISTVAN L. PETERANECZ AR94533 FLORIDA 2013.11.011 SUBMISSIONA2_2LEVEL 2 30 1 30 2 30 3 30 4 30 5 30 6 30 7 BALCONY UP DN UP DN UPDN UP DN EX I S T I N G H O T E L PROJECT NORTH N 1 SC A L E : 1 / 1 6 " = 1 ' - 0 " ( N T S 8 1 / 2 X 1 1 ) LE V E L T H R E E BALCONY 13 9 36 3 8 ST O SE R V I C E EL E V A T O R 15'-0" 15'-0" 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 24'-0"18'-0" 9'-0" 24'-0" 25'-4" 9' - 0 " GUEST CORRIDOR 14'-3" 30 ' - 1 0 " RAMP DOWN RAMP UP RAMP UP 5.5% MAX 5.5% MAX 5.5% MAX EL E V A T O R LO B B Y UPDN 5 5 11 11 HC HC 1 81 P A R K I N G SP A C E S ( 2 H C ) ME C H 6 CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:FLEXIBLE DEVELOPMENTISTVAN L. PETERANECZ AR94533 FLORIDA 2013.11.011 SUBMISSIONA2_2aLEVEL 3 401 402 403 404 405 406 407BALCONY UP DN UP DN UPDN UP DN EX I S T I N G H O T E L PROJECT NORTH N 1 SC A L E : 1 / 1 6 " = 1 ' - 0 " ( N T S 8 1 / 2 X 1 1 ) LE V E L F O U R BALCONY 13 6 9 6 3 ST O 8 SE R V I C E EL E V A T O R 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 24'-0"18'-0" 12'-0" 9'-0" 24'-0" 25'-4" 9' - 0 " GUEST CORRIDOR 14'-3" 30'-10" RAMP DOWN RAMP UP RAMP UP 5.5% MAX 5.5% MAX 5.5% MAX ME C H EL E V A T O R LO B B Y UP DN 5 5 11 11 HC HC 1 81 P A R K I N G SP A C E S ( 2 H C ) CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:FLEXIBLE DEVELOPMENTISTVAN L. PETERANECZ AR94533 FLORIDA 2013.11.011 SUBMISSIONA2_3LEVELS 4 501 502 503 504 505 506 507BALCONY UP DN UP DN PROJECT NORTH N UPDN DNUP EX I S T I N G H O T E L 1 SC A L E : 1 / 1 6 " = 1 ' - 0 " ( N T S 8 1 / 2 X 1 1 ) LE V E L F I V E BALCONY 9 13 3 9 3 LI N E O F PO O L A B O V E LA U N D R Y R O O M 1, 9 0 0 S F ST O OP E N T O BE L O W LI N E O F BU I L D I N G A B O V E 2' - 0 " S T E P B A C K 12'-0" 24'-0"18'-0" 9' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 24'-0" 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " GUEST CORRIDOR 14'-3" 30'-10" RAMP DOWN 5.5% MAX EL E V A T O R LO B B Y UP DN 5 5 11 HC HC 59 P A R K I N G SP A C E S ( 2 H C ) 1 CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:FLEXIBLE DEVELOPMENTISTVAN L. PETERANECZ AR94533 FLORIDA 2013.11.011 SUBMISSIONA2_4LEVEL5 FR O N T D E S K BA C K O F F I C E / AD M I N I S T R A T I O N ME N WO M E N MA I N K I T C H E N BR E A K F A S T / D I N I N G 2, 4 0 0 S F BA C K - O F - H O U S E EG R E S S C O R R I D O R BA C K - O F - H O U S E EG R E S S C O R R I D O R EL E V A T O R LO B B Y 60 1 60 2 60 3 ME E T I N G R O O M S 1, 8 7 5 S F GUEST CORRIDOR MEETING CORRIDOR MEN WOMEN SW I M M I N G P O O L 1, 8 0 0 S F GA Z E B O COVERED PATIO 1,400 SF GI F T S H O P 45 0 LO B B Y LO B B Y L O U N G E 1, 4 0 0 S F PO O L D E C K 16 , 0 0 0 S F EX E R C I S E R O O M DN UP DN UPDN UP DN EX I S T I N G H O T E L PROJECT NORTH N 1 SC A L E : 1 / 1 6 " = 1 ' - 0 " LE V E L S I X UP DN ST O R A G E 30 0 S F ST O BU S I N E S S CE N T E R PR E - F U N C T I O N 1, 8 0 0 S F BA N Q U E T BR E A K F A S T BU F F E T M W TERRACE TERRACE CA B A N A S HS K P 93'-0" STEPBACK 18 9 ' - 1 0 " S T E P B A C K 82'-2" STEPBACK 18'-10" BA L C O N Y AB O V E 9' - 0 " 97 ' - 5 " 13 ' - 4 " 20 ' - 1 0 " 12 ' - 9 " 72 ' - 6 3 4" 9' - 5 " 16 ' - 1 1 " 5'-3"CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:FLEXIBLE DEVELOPMENTISTVAN L. PETERANECZ AR94533 FLORIDA 2013.11.011 SUBMISSIONA2_5LEVEL 6 70 1 70 2 70 3 7 0 5 70 6 70 7 70 8 7 1 0 71 1 71 2 71 3 7 1 5 714716717 73 1 73 3 GU E S T C O R R I D O R EL E V A T O R LO B B Y 73 5 73 7 73 8 73 9 74 1 74 3 74 7 74 4 74 8 74 2 BALCONY UPDN UP DN EX I S T I N G H O T E L PROJECT NORTH N 1 SC A L E : 1 / 1 6 " = 1 ' - 0 " ( N T S 8 1 / 2 X 1 1 ) LE V E L S E V E N UP DN HS K P ME C H ST O R A G E BALCONY 9' - 0 " S T E P B A C K RO O F B E L O W PO O L B E L O W CA B A N A S B E L O W GUEST CORRIDOR CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:FLEXIBLE DEVELOPMENTISTVAN L. PETERANECZ AR94533 FLORIDA 2013.11.011 SUBMISSIONA2_6LEVEL 7 GU E S T C O R R I D O R EL E V A T O R LO B B Y BALCONY BALCONY UPDN UP DN EX I S T I N G H O T E L PROJECT NORTH N 1 SC A L E : 1 / 1 6 " = 1 ' - 0 " ( N T S 8 1 / 2 X 1 1 ) LE V E L E I G H T - N I N E UP DN HS K P ME C H ST O R A G E BALCONY 6' - 0 " S T E P B A C K PO O L B E L O W CA B A N A S B E L O W 13'-11" 29 ' - 0 " 14'-3"28'-10" 14'-3" 29 ' - 2 " GUEST CORRIDOR RO O F B E L O W BALCONY BELOW 80 1 80 2 80 3 80 4 80 5 80 6 8 0 8 80 7 81 0 80 9 81 1 812813814 83 1 83 3 83 5 83 6 83 7 83 9 84 1 84 3 83 8 84 2 84 4 84 0 CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:FLEXIBLE DEVELOPMENTISTVAN L. PETERANECZ AR94533 FLORIDA 2013.11.011 SUBMISSIONA2_7LEVEL 8-9 10 0 1 10 0 2 10 0 3 10 0 4 10 0 5 10 0 6 10 0 8 10 0 9 1 0 1 1 101010121013 10 3 2 10 3 1 GU E S T C O R R I D O R EL E V A T O R LO B B Y PR E P K I T C H E N SE R V I C E EL E V A T O R LO B B Y RO O F TO P B A R PR O J E C T O R AR E A CO V E R E D B A R AR E A DN DN EX I S T I N G H O T E L PROJECT NORTH N 1 SC A L E : 1 / 1 6 " = 1 ' - 0 " ( N T S 8 1 / 2 X 1 1 ) LE V E L T E N DN ST O R A G E HS K P 10 0 7 ME C H ST O R A G E BALCONY BALCONY PO O L B E L O W CA B A N A S B E L O W 14'-3"28'-10" RO O F B E L O W BALCONY BELOW 35'-8" 13 ' - 1 1 " CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:FLEXIBLE DEVELOPMENTISTVAN L. PETERANECZ AR94533 FLORIDA 2013.11.011 SUBMISSIONA2_10LEVEL 10 TENANT SPACE 2,500 SF TENANT SPACE 2,500 SF ELEVATOR LOBBY 1,300 SFTRASH ROOM 2,000 SF ACCESS EASEMENTEXISTINGHOTELLINE OF BUILDING ABOVE PARKING BENEATH RAMPCOVERED TERRACE EGRESS DRIVE ENTRY DRIVE UPUPUPUPHCHCHC969113813 15'-0"15'-0"31'-11"20'-1"UPLINE OF BUILDING ABOVE 15'-0"16'-6"24'-0"12'-0"9'-0"18'-0"25'-6"18'-0"24'-0"18'-0"18'-0"24'-0"18'-0"25'-4"24'-0"24'-0"24'-0"9'-0"15' SIDE YARD SETBACK15' FRONT YARD SETBACK DECORATIVE PAVERSCAR ENTRY &DROP-OFF P/LP/LP/L SOUTH GULFVIEW BOULEVARDLINE OF BUILDING ABOVE RAMP UP 5.5% MAX RAMP UP 5.5% MAX 1SCALE: 1" = 50'LEVEL 1105'-812"100'-9"16'-11"EXTENT OF PARKING BENEATH RAMP BIKESBIKES50 PARKING SPACES (3 HC)97'-5"46'-11"72'-6"50'-5"61'-9"89'-3"96'-6"34'-5"100'-0"ACCESS EASEMENT92'-6"57'-0"FUTURE WATER SLIDE201202203204205206207RAMP DOWN RAMP UPRAMP UPELEVATORLOBBY BALCONY UPDNUPDNUPDNUPDNEXISTING HOTEL BALCONYUPDN 5513111189 36 3HCFIRE PUMP SERVICE ELEVATORSTOELECTRICAL 15'-0"15'-0"15'-0"18'-0"24'-0"18'-0"18'-0"24'-0"18'-0"18'-0"24'-0"18'-0"18'-0"24'-0"24'-0"18'-0"12'-0"9'-0"24'-0"25'-4"9'-0"GUEST CORRIDOR 14'-3"30'-10"5.5% MAX5.5% MAX 5.5% MAX 2SCALE: 1" = 50'LEVEL 2100'-812"105'-812"12'-0"96'-6"34'-5"100'-0"25'-9"89'-3"61'-9"97'-5"13'-4"20'-10"12'-10"72'-6"9'-5"16'-11"18'-5"16'-11"20'-1"GENERATOR HC 173 PARKING SPACES (2 HC) 40 1 40 2 40 3 40 4 40 5 40 6 40 7 BALCONY UP DN UPDN UPDN UP DN EX I S T I N G H O T E L BALCONY 13 6 9 6 3 ST O 8 SE R V I C E EL E V A T O R 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 24'-0"18'-0" 12'-0" 9'-0" 24'-0" 25'-4" 9' - 0 " GUEST CORRIDOR 14'-3" 30 ' - 1 0 " RAMP DOWN RAMP UP RAMP UP 5.5% MAX 5.5% MAX 5.5% MAX ME C H 4 SC A L E : 1 " = 5 0 ' LE V E L 4 EL E V A T O R LO B B Y UPDN 5 5 11 11 HC HC 1 81 P A R K I N G SP A C E S ( 2 H C ) 50 1 50 2 50 3 50 4 50 5 50 6 50 7 BALCONY UP DN UPDN UPDN DNUP EX I S T I N G H O T E L BALCONY 9 13 3 9 3 LI N E O F PO O L A B O V E LA U N D R Y R O O M 1, 9 0 0 S F ST O OP E N T O BE L O W LI N E O F BU I L D I N G A B O V E 2' - 0 " S T E P B A C K 12'-0" 24'-0"18'-0" 9' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 24'-0" 18 ' - 0 " 24 ' - 0 " 18 ' - 0 " 18 ' - 0 " 24 ' - 0 " GUEST CORRIDOR 14'-3" 30 ' - 1 0 " RAMP DOWN 5.5% MAX 5 SC A L E : 1 " = 5 0 ' LE V E L 5 EL E V A T O R LO B B Y UPDN 5 5 11 HC HC 59 P A R K I N G SP A C E S ( 2 H C ) 1 FR O N T D E S K BA C K O F F I C E / AD M I N I S T R A T I O N ME N WO M E N MA I N K I T C H E N BR E A K F A S T / D I N I N G 2, 4 0 0 S F BA C K - O F - H O U S E EG R E S S C O R R I D O R BA C K - O F - H O U S E EG R E S S C O R R I D O R EL E V A T O R LO B B Y 60 1 60 2 60 3 ME E T I N G R O O M S 1,8 7 5 S F GUEST CORRIDOR MEETING CORRIDOR ME N WO M E N SW I M M I N G P O O L 1, 8 0 0 S F GA Z E B O CO V E R E D PA T I O 1,4 0 0 S F GI F T S H O P 45 0 LO B B Y LO B B Y L O U N G E 1,4 0 0 S F PO O L D E C K 16 , 0 0 0 S F EX E R C I S E R O O M DN UPDN UPDN UP DN EX I S T I N G H O T E L UPDN ST O R A G E 30 0 S F ST O BU S I N E S S CE N T E R PR E - F U N C T I O N 1,8 0 0 S F BA N Q U E T BR E A K F A S T BU F F E T M W TERRACE TERRACE CA B A N A S HS K P 93'-0" STEPBACK 18 9 ' - 1 0 " S T E P B A C K 82'-2" STEPBACK 18 ' - 1 0 " 6 SC A L E : 1 / 1 6 " = 1 ' - 0 " ( N T S 8 1 / 2 X 1 1 ) LE V E L 6 BA L C O N Y AB O V E 9' - 0 " 97 ' - 5 " 13 ' - 4 " 20 ' - 1 0 " 12 ' - 9 " 72 ' - 6 3 4" 9' - 5 " 16 ' - 1 1 " 5' - 3 " 70 1 70 2 70 3 7 0 5 70 6 70 7 70 8 7 1 0 71 1 712 71 3 7 1 5 71471 6 71 7 73 1 73 3 GU E S T C O R R I D O R EL E V A T O R LO B B Y 73 5 73 7 73 8 73 9 74 1 74 3 74 7 74 4 74 8 74 2 BALCONY UPDN UP DN EX I S T I N G H O T E L UPDN HS K P ME C H ST O R A G E BALCONY 9'- 0 " S T E P B A C K RO O F B E L O W PO O L B E L O W CA B A N A S B E L O W GUEST CORRIDOR 7 SC A L E : 1 " = 5 0 ' LE V E L 7 GU E S T C O R R I D O R EL E V A T O R LO B B Y BALCONY BALCONY UPDN UP DN EX I S T I N G H O T E L UPDN HS K P ME C H ST O R A G E BALCONY 6' - 0 " S T E P B A C K PO O L B E L O W CA B A N A S B E L O W 13'-11" 29' - 0 " 14'-3" 28 ' - 1 0 " 14'-3" 29 ' - 2 " GUEST CORRIDOR RO O F B E L O W BALCONY BELOW 8 SC A L E : 1 " = 5 0 ' LE V E L 8 - 9 80 1 80 280 3 80 4 80 5 80 6 8 0 8 80 7 81 0 80 9 8 1 1 81 2 81 3 81 4 83 1 83 3 83 5 83 6 83 7 83 9 84 1 84 3 83 8 84 2 84 4 84 0 10 0 1 10 0 2 10 0 3 10 0 4 10 0 5 10 0 6 10 0 8 10 0 9 1 0 1 1 10 1 0 10 1 2 10 1 3 10 3 2 10 3 1 GU E S T C O R R I D O R EL E V A T O R LO B B Y PR E P K I T C H E N SE R V I C E EL E V A T O R LO B B Y RO O F TO P B A R PR O J E C T O R AR E A CO V E R E D B A R AR E A DN DN EX I S T I N G H O T E L DN ST O R A G E HS K P 10 0 7 ME C H ST O R A G E BALCONY BALCONY PO O L B E L O W CA B A N A S B E L O W 14'-3" 28 ' - 1 0 " RO O F B E L O W BALCONY BELOW 9 SC A L E : 1 " = 5 0 ' LE V E L 1 0 35 '-8" 13' - 1 1 " 301 302 303 304 305 306 307BALCONY UPDNUPDNUPDNUPDNEXISTING HOTEL BALCONY 139 36 38STOSERVICEELEVATOR 15'-0"15'-0"18'-0"24'-0"18'-0"18'-0"24'-0"18'-0"24'-0"18'-0"18'-0"24'-0"24'-0"18'-0"9'-0"24'-0"25'-4"9'-0"GUEST CORRIDOR 14'-3"30'-10"RAMP DOWN RAMP UPRAMP UP 5.5% MAX5.5% MAX 5.5% MAX 3SCALE: 1" = 50'LEVEL 3ELEVATORLOBBYUPDN551111HCHC181 PARKING SPACES (2 HC)MECH6 CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:FLEXIBLE DEVELOPMENTISTVAN L. PETERANECZ AR94533 FLORIDA 2013.11.011 SUBMISSIONA2_12FLOOR PLANS S O U T H G U L F VIE W B O U L E V A R D NE W G R A D E PA R K I N G R E F . C I V I L DR A W I N G S EX I S T I N G 7 - ST O R Y H O T E L (N O W O R K ) EX I S T I N G PO O L (N O W O R K ) CL E A R W A T E R P A S S EX I S T I N G 1 - S T O R Y BU I L D I N G (N O W O R K ) P/L P/ L FLOOD ZONE 'AE"BASE FLOOD EL. 12'FLOOD ZO NE 'VE"BASE FLOOD EL. 13'FLO O D Z O N E 'VE"BASE FLO O D EL. 13'FLO O D ZO NE 'VE"BASE FLO OD EL. 14'FLO OD ZO NE 'VE"BASE FLOOD EL. 14'FLOOD ZONE 'VE"BASE FLOOD EL. 16'FLOOD ZONE 'VE"BASE FLOOD EL. 16'FLOOD ZONE 'VE"BASE FLOOD EL. 17'P/L P/ L AD J A C E N T PR O P E R T Y (N O W O R K ) EX I S T I N G WO O D D E C K PR O P O S E D 1 0 - S T O R Y H O T E L EN D O F C O A S T A L CO N S T R U C T I O N C O N T R O L LI N E C O A S T A L C O N S T U R C T I O N C O N T R O L LI N E EX I S T I N G 9 - ST O R Y H O T E L (N O W O R K ) EX I S T I N G P O R T E CO C H E R E (N O W O R K ) EX I S T I N G S E A W A L L TO R E M A I N LEGAL DESCRIPTION:A SURVEY OF PARCEL OF LAND IN SECTION 17, TOWNSHIP 29 SOUTH, RANGE 15 EAST, FURTHER DESCRIBED AS FOLLOWS:fROM THE NORTHWESTERLY CORNER OF LOT 1, BLOCK C OF BAYSIDE SUBDIVISINO NO. 5 AS RECOREDED IN PLAT BOOK 38, PAGE 38 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE RUN NORTH 54 DEG. 25'CONTINUE NORTH 54 DEG. 25' 30" WEST ALONG SAID SOUTHERLY LINE OF GULFVIEW BOULEVARD, 467.74 FEET TO THE NORTHEASTERLY CORNER OF LOT 43 IN LLOYD-WHITE-SKINNER SUBDIVISION AS RECORDED PLAT BOOK 13, PAGE 12 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE RUN SOUTH 35 DEG. 34' 30" WEST 400.00 FEET TO THE BULKHEAD LINE; THENCE SOUTH 54 DEG. 25' 30" EAST 316.13 FEET; THENCE ALONG A CURVE TO THE LEFT, RADIUS 534.30 FEETK ARC 213.63 FEET, CHORD BEARING SOUTH 65 DEG.52' 45" EAST, CHORD 212.21 FEET; THENCE SOUTH 77 DEG. 20' 00" EAST 87.38 FEET; THENCE NORTH 12 DEG. 40' 00" EAST 351.56 FEET TO THE POINT OF BEGINNING.SURVEYOR INFO:SURVEY PROVIDED BY:SUNCOAST LAND SURVEYING, INC.111 FOREST LAKES BOULEVARD OLDSMAR, FLORIDA 34677 STEPB A C K 15' - 0" P R O P O SE D 15' - 0" P R O P O SE D 15' - 0" PR O P O SED 15' - 0" 15' - 0" 21' - 0" STEPB A C K 15' - 0" 33' - 0" 18' - 4" 2 0' - 0" PR O P O SE D 10 5' - 9" PR O P O SE D 10 0' - 9" FL O O D Z O N E 'A E" B ASE FL O O D EL. 12' FL O O D Z O N E 'V E" B ASE FL O O D EL. 13' FL O O D Z O N E 'V E" B ASE FL O O D EL. 13' FL O O D Z O N E 'V E" B ASE FL O O D EL. 14' FL O O D Z O N E 'V E" B A SE FL O O D EL. 14' FL O O D Z O N E 'V E" B ASE FL O O D EL. 16' F L O O D Z O N E 'V E" B A SE FL O O D EL. 16' F L O O D Z O N E 'V E" B A S E FL O O D E L. 17' PLAN NORTH PR O P O S E D W A T E R SL I D E ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-0012013.12.18ARCHITECTURALSITE PLANENT13.01 25% CD'SENTRADA HOTEL 521 SOUTH GULFVIEW BLVD.CLEARWATER BEACH, FL 1 " = 3 0 ' - 0 " 1 Ar c h i t e c t u r a l S i t e P l a n o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o oooooooooooooooooooooooooooooooooooooooooooooooooooooooooo o o o o o o EX 43 s f EX 56 s f EX 27 7 s f EX 63 s f EX 15 2 s f EX 17 8 s f EX 68 s f EX 6 s f EX 6 s f EX 6 s f EX 6 s f EX 6 s f EX 6 s f EX 6 s f EX 17 s f EX 10 7 s f EX 11 0 s f EX 66 s f EX 14 8 s f EX 28 5 s f EX 37 2 s f DE 15 3 s f DE 27 s f EX 29 8 s f EX 17 4 s f 25' ADJACENT TREE LIMITS DE6,029 sf DE273 sfDE160 sf DE 45 1 s f DE 22 4 s f DE490 sf DE 29 0 s f DE 32 0 s f DE 99 s f DE 67 s f SE A W A L L G U L F O F M E X I C O SY N E R G Y C i v i l E n g i n e e r i n g , I n c . 30 0 0 G u l f t o B a y B o u l e v a r d , S u i t e 2 0 1 Cl e a r w a t e r , F L 3 3 7 5 9 Te l . ( 7 2 7 ) 7 9 6 - 1 9 2 6 Ce l l ( 7 2 7 ) 4 7 0 - 1 3 4 4 ww w . s y n e r g y c i v i l e n g . c o m TH E S E P L A N S M A Y N O T B E C O P I E D A N D / O R M O D I F I E D WI T H O U T W R I T T E N P E R M I S S I O N F R O M SY N E R G Y C I V I L E N G I N E E R I N G , I N C . © CO P Y R I G H T 2 0 1 3 . AS N O T E D 11 - 0 1 8 - 6 7 1)2)3)4)5)SY N E R G Y Ci v i l E n g i n e e r i n g , I n c . 123456)6789 11 . 0 1 . 2 0 1 3 TH E S E P L A N S M A Y N O T B E C O P I E D A N D / O R MO D I F I E D W I T H O U T W R I T T E N P E R M I S S I O N F R O M P a r a d i s e B y D e s i g n , I n c . Ja m e s M o n t g o m e r y , R L A F L L I C . N O . L A 0 0 0 1 7 3 7 NO T V A L I D U N L E S S S I G N E D & E M B O S S E D B Y A R E G I S T E R E D L A N D S C A P E A R C H I C T E C T P a r a d i s e B y D e s i g n , I n c . FL C E R T I F I C A T E O F A U T H O R I Z A T I O N N o . L C 2 6 0 0 0 3 3 4 11 1 F o r e s t L a k e s B o u l e v a r d Ol d s m a r , F l o r i d a 3 4 6 7 7 Ph : ( 8 1 3 ) 8 5 4 - 1 3 4 2 Fx : ( 8 1 3 ) 8 5 5 - 6 8 9 0 IC O T C e n t e r 13 8 2 5 I C O T B l v d . , S u i t e 6 0 5 Cl e a r w a t e r , F l o r i d a 3 3 7 6 0 Ph : ( 7 2 7 ) 5 2 4 - 1 8 1 8 32 0 T u c k e r S t r e e t Sa f e t y H a r b o r , F l o r i d a 3 4 6 9 5 Ph : ( 7 2 7 ) 7 9 7 - 3 5 8 0 em a i l : j a m e s @ p a r a d i s e b y d e s i g n i n c . c o m 10 3 R o g e r s S t r e e t Cl e a r w a t e r , F l o r i d a 3 3 7 5 6 Ph : ( 7 2 7 ) 4 8 8 - 9 4 9 0 Fx : ( 7 2 7 ) 4 7 8 - 3 0 7 4 M ATCHLINE TO SHEET LS.2 Sc a l e : 1 " = 2 0 ' - 0 " 60 ' 40 ' 20 ' 0fu l l s i z e d d r a w i n g s a t 2 4 " x 3 6 " Al l s c a l e s i n d i c a t e d p e r t a i n t o No r t h AB O V E G R O U N D O R U N D E R G R O U N D U T I L I T I E S M A Y B E IN T H E A R E A O F T H I S P R O J E C T - P R O C E E D W I T H CA U T I O N - C A L L " S U N S H I N E S T A T E O N E C A L L S Y S T E M " AN D T H E U T I L I T Y O W N E R ' S B E F O R E B E G I N N I N G W O R K 1- 8 0 0 - 4 3 2 - 4 7 7 0 . ( 4 8 H O U R S I N A D V A N C E ) U T I L I T Y W A R N I N G N O T E : 1 1 o o o o o o o oooooooooooooooooooEX19 sf EX51 sf EX350 sf EX173 sfEX154 sfEX43 sf EX277 sf EX63 sf EX15 sf EX115 sf EX372 sf DE409 sfEX331 sfEX526 sfEX358 sfEX384 sfEX198 sfEX224 sf EX131 sf 25' ADJ A C E N T T R E E L I M I T S EX1,385 sfEX3,629 sf KE Y QT Y LA N D S C A P E A R E A S DE S C R I P T I O N DE 8 , 4 0 3 s f E x i s t i n g L a n d s c a p e A r e a s t o b e R e m o v e d D e m o E x i s t i n g L a n d s c a p e EX 1 1 , 0 9 0 s f E x i s t i n g L a n d s c a p e A r e a s t o R e m a i n Pr e s e r v e d L a n d s c a p e EX I S T I N G L A N D S C A P E S C H E D U L E SY N E R G Y C i v i l E n g i n e e r i n g , I n c . 30 0 0 G u l f t o B a y B o u l e v a r d , S u i t e 2 0 1 Cl e a r w a t e r , F L 3 3 7 5 9 Te l . ( 7 2 7 ) 7 9 6 - 1 9 2 6 Ce l l ( 7 2 7 ) 4 7 0 - 1 3 4 4 ww w . s y n e r g y c i v i l e n g . c o m TH E S E P L A N S M A Y N O T B E C O P I E D A N D / O R M O D I F I E D WI T H O U T W R I T T E N P E R M I S S I O N F R O M SY N E R G Y C I V I L E N G I N E E R I N G , I N C . © CO P Y R I G H T 2 0 1 3 . AS N O T E D 11 - 0 1 8 - 6 7 1)2)3)4)5)SY N E R G Y Ci v i l E n g i n e e r i n g , I n c . 123456)6789 11 . 0 1 . 2 0 1 3 TH E S E P L A N S M A Y N O T B E C O P I E D A N D / O R MO D I F I E D W I T H O U T W R I T T E N P E R M I S S I O N F R O M P a r a d i s e B y D e s i g n , I n c . Ja m e s M o n t g o m e r y , R L A F L L I C . N O . L A 0 0 0 1 7 3 7 NO T V A L I D U N L E S S S I G N E D & E M B O S S E D B Y A R E G I S T E R E D L A N D S C A P E A R C H I C T E C T P a r a d i s e B y D e s i g n , I n c . FL C E R T I F I C A T E O F A U T H O R I Z A T I O N N o . L C 2 6 0 0 0 3 3 4 11 1 F o r e s t L a k e s B o u l e v a r d Ol d s m a r , F l o r i d a 3 4 6 7 7 Ph : ( 8 1 3 ) 8 5 4 - 1 3 4 2 Fx : ( 8 1 3 ) 8 5 5 - 6 8 9 0 IC O T C e n t e r 13 8 2 5 I C O T B l v d . , S u i t e 6 0 5 Cl e a r w a t e r , F l o r i d a 3 3 7 6 0 Ph : ( 7 2 7 ) 5 2 4 - 1 8 1 8 32 0 T u c k e r S t r e e t Sa f e t y H a r b o r , F l o r i d a 3 4 6 9 5 Ph : ( 7 2 7 ) 7 9 7 - 3 5 8 0 em a i l : j a m e s @ p a r a d i s e b y d e s i g n i n c . c o m 10 3 R o g e r s S t r e e t Cl e a r w a t e r , F l o r i d a 3 3 7 5 6 Ph : ( 7 2 7 ) 4 8 8 - 9 4 9 0 Fx : ( 7 2 7 ) 4 7 8 - 3 0 7 4 Sc a l e : 1 " = 2 0 ' - 0 " 60 ' 40 ' 20 ' 0fu l l s i z e d d r a w i n g s a t 2 4 " x 3 6 " Al l s c a l e s i n d i c a t e d p e r t a i n t o No r t h MATCHLINE TO SHEET LS.1 AB O V E G R O U N D O R U N D E R G R O U N D U T I L I T I E S M A Y B E IN T H E A R E A O F T H I S P R O J E C T - P R O C E E D W I T H CA U T I O N - C A L L " S U N S H I N E S T A T E O N E C A L L S Y S T E M " AN D T H E U T I L I T Y O W N E R ' S B E F O R E B E G I N N I N G W O R K 1- 8 0 0 - 4 3 2 - 4 7 7 0 . ( 4 8 H O U R S I N A D V A N C E ) U T I L I T Y W A R N I N G N O T E : T R E E P R E S E R V A T I O N S P E C I F I C A T I O N S : 1. T H E G E N E R A L O R S I T E C O N T R A C T O R S H A L L B E D I R E C T L Y R E S P O N S I B L E TH R O U G H O U T T H E D U R A T I O N O F T H E P R O J E C T U N T I L F I N A L A C C E P T A N C E OF T H E C I T Y O F C L E A R W A T E R ' S L A N D R E S O U R C E S P E C I A L I S T A N D CE R T I F I C A T E O F O C C U P A N C Y F O R T H E F O L L O W I N G : a. M A I N T E N A N C E O F T H E T R E E B A R R I C A D E S . b. W A T E R I N G O F E X I S T I N G T R E E S T O R E M A I N . c. R E M O V A L A N D R E P L A C E M E N T O F A N Y D A M A G E D E X I S T I N G T R E E T O RE M A I N W H I C H M A Y R E S U L T I N A H A Z A R D O U S C O N D I T I O N I N T H E P O S T CO N S T R U C T I O N S T A T E A S D E T E R M I N E D B Y E I T H E R T H E L A N D S C A P E AR C H I T E C T , I S A C E R T I F I E D A R B O R I S T O R T H E C I T Y O F C L E A R W A T E R ' S LA N D R E S O U R C E S P E C I A L I S T . 2. D U R I N G C O N S T R U C T I O N A C T I V I T I E S D O N O T R E M O V E V E G E T A T I O N B Y ME C H A N I C A L G R U B B I N G ; P L A C E S O I L D E P O S I T S , D E B R I S , C H E M I C A L SO L V E N T S O R P E T R O L E U M P R O D U C T S ; C O N S T R U C T I O N M A T E R I A L ; MA C H I N E R Y O R V E H I C L E S ; O R A N Y O T H E R E Q U I P M E N T O F A N Y K I N D W I T H I N TH E T R E E B A R R I C A D E S A S D E S I G N A T E D O N T H E P L A N S . 3. I N O R D E R T O M I N I M I Z E S O I L E R O S I O N D U R I N G P R O P O S E D L A N D DE V E L O P M E N T A C T I V I T I E S D O N O T U N N E C E S S A R I L Y R E M O V E E X I S T I N G VE G E T A T I O N A N D A L T E R T H E E X I S T I N G T O P O G R A P H Y . 4. T H E C O N T R A C T O R S H A L L P R O V I D E S U C H A D E Q U A T E P R O T E C T I O N ME A S U R E S A S N E C E S S A R Y ( I . E . H A Y B A L E S , S O D D I N G A N D S A N D B A G G I N G ) TO M I N I M I Z E E R O S I O N A N D D O W N S T R E A M S E D I M E N T A T I O N C A U S E D B Y SU R F A C E R U N - O F F W A T E R I N T O T H E C R I T I C A L R O O T Z O N E S ( D E F I N E D A S TH E A R E A W I T H I N T H E T R E E B A R R I C A D E S ) O F E X I S T I N G S I T E T R E E S T O RE M A I N A N D E X I S T I N G T R E E S A D J A C E N T T O T H E S U B J E C T P R O P E R T Y . 5. A L L P R U N I N G S H A L L B E P E R F O R M E D B Y A N I N T E R N A T I O N A L S O C I E T Y O F AR B O R I C U L T U R E ( I S A ) C E R T I F I E D A R B O R I S T A N D I N A C C O R D A N C E W I T H T H E PR U N I N G S T A N D A R D S A N D P R A C T I C E S D E F I N E D I N T H E A M E R I C A N N A T I O N A L ST A N D A R D S I N S T I T U T E ( A N S I ) P U B L I C A T I O N , A N S I - A 3 0 0 P A R T 1 : T R E E , SH R U B A N D O T H E R W O O D Y P L A N T M A N A G E M E N T - S T A N D A R D S P R A C T I C E S , PR U N I N G A N D T H E I N T E R N A T I O N A L S O C I E T Y O F A R B O R I C U L T U R E ' S CO M P A N I O N P U B L I C A T I O N : B E S T M A N A G E M E N T P R A C T I C E S , T R E E P R U N I N G (R E V I S E D 2 0 0 8 ) . 6. S I T E C O N T R A C T O R S H A L L P R O V I D E T O T H E O W N E R A N D L A N D S C A P E AR C H I T E C T A N O T A R I Z E D L E T T E R O F C E R T I F I C A T I O N F R O M T H E I S A CO N S U L T I N G A R B O R I S T T H A T A L L P R U N I N G H A S B E E N P E R F O R M E D U N D E R TH E I R S U P E R V I S I O N A N D A C C O R D I N G T O T H E A B O V E R E F E R E N C E D AN S I - A 3 0 0 P A R T 1 P R U N I N G S T A N D A R D S A N D B E S T M A N A G E M E N T PR A C T I C E S , T R E E P R U N I N G ( R E V I S E D 2 0 0 8 ) . 7. R O O T P R U N I N G I S R E Q U I R E D F O R A L L G R A D I N G , T R E N C H I N G O R O T H E R DI S T U R B A N C E W I T H I N T H E C A N O P Y D R I P - L I N E S O F A L L E X I S T I N G T R E E S T O RE M A I N O N S I T E I N C L U D I N G E X I S T I N G T R E E S A D J A C E N T T O T H E S U B J E C T PR O P E R T Y . 8. A L L P R U N I N G S H A L L B E P E R F O R M E D P R I O R T O C O N S T R U C T I O N E Q U I P M E N T AN D M A T E R I A L S E N T E R I N G T H E S I T E U N D E R T H E D I R E C T S U P E R V I S I O N O F AN I S A C E R T I F I E D A R B O R I S T . 9. R O O T P R U N I N G S H A L L B E P E R F O R M E D B Y O R U N D E R T H E D I R E C T SU P E R V I S I O N O F A N I S A C E R T I F I E D A R B O R I S T T O A D E P T H O F 12 ” A T T H E LO C A T I O N S D E L I N E A T E D O N T H E P L A N . R O O T P R U N I N G S H A L L B E PE R F O R M E D P R I O R T O S I T E W O R K A C T I V I T I E S . I M M E D I A T E L Y A F T E R T H E RO O T P R U N I N G I S P E R F O R M E D T H E R O O T P R U N E T R E N C H S H A L L B E BA C K - F I L L E D W I T H T H E E X I S T I N G S O I L T H A T W A S R E M O V E D A N D S I L T FE N C I N G S H A L L B E E R E C T E D I N T H E R O O T P R U N E T R E N C H . S E E D E T A I L B / C. 3 10 . P R U N E A N D R E M O V E A L L D E A D W O O D F R O M E X I S T I N G T R E E S A S D I R E C T E D BY T H E I S A C E R T I F I E D A R B O R I S T . D O N O T P R U N E “ G R E E N ” F R O N D S F R O M PA L M S . O N L Y R E M O V E T H E D E A D F R O N D S . 11 . I N A D D I T I O N , S T R U C T U R A L P R U N I N G M A Y B E N E C E S S A R Y T O C O R R E C T PR O B L E M S A S D E T E R M I N E D B Y T H E I S A C E R T I F I E D A R B O R I S T ( S E E S H E E T C. 4 E X I S T I N G T R E E I N V E N T O R Y ) A N D P R U N I N G O F E X I S T I N G T R E E L I M B S WH I C H M A Y I N T E R F E R E W I T H P R O P O S E D I M P R O V E M E N T S S U C H A S L O W E R BR A N C H E S O V E R H A N G I N G T H E P A R K I N G L O T . 12 . T R E E B A R R I C A D E S M E E T I N G T H E C I T Y O F C L E A R W A T E R S P E C I F I C A T I O N S ( S E E DE T A I L A / C . 3 ) S H A L L B E I N S T A L L E D A R O U N D P R O T E C T E D T R E E S A S DE L I N E A T E D O N T H E P L A N . T R E E B A R R I C A D E S S H A L L R E M A I N E R E C T E D A T AL L T I M E S U N T I L A P P R O V E D F O R R E M O V A L B Y T H E C I T Y O F C L E A R W A T E R ' S LA N D R E S O U R C E S P E C I A L I S T . 13 . T H E C R I T I C A L R O O T Z O N E ( D E F I N E D A S T H E A R E A W I T H I N T H E T R E E BA R R I C A D E S ) S H A L L B E W A T E R E D O N C E A W E E K D U R I N G T H E CO N S T R U C T I O N P R O C E S S W I T H A M I N I M U M O F T W O I N C H E S O F W A T E R PE R W E E K . 14 . A N O N G R A D E ( D R I P H O S E ) I R R I G A T I O N S Y S T E M T H A T C O V E R S T H E E N T I R E CR I T I C A L R O O T Z O N E S H A L L B E I N S T A L L E D A N D B E O P E R A T I O N A L P R I O R T O TH E I S S U A N C E O F A C E R T I F I C A T E O F O C C U P A N C Y . N O T R E N C H I N G S H A L L OC C U R W I T H I N T H E C R I T I C A L R O O T Z O N E . 15 . T H E A R E A S W I T H I N T H E C R I T I C A L R O O T Z O N E S O F E X I S T I N G T R E E S T O B E PR E S E R V E D S H A L L B E L E F T I N I T S P R E S E N T N A T U R A L S T A T E W H I C H I S PR E D O M I N A T E L Y B A H I A G R A S S . R E M O V E W E E D S B Y H A N D . A N Y A R E A S WH I C H A R E N O T C O V E R E D W I T H E X I S T I N G G R A S S S H A L L B E M U L C H E D W I T H PI N E B A R K N U G G E T S T O A D E P T H O F 3 ” B E F O R E T H E T R E E B A R R I C A D E S AR E E R E C T E D . T H E M U L C H M A T E R I A L S H A L L B E A P P R O V E D B Y T H E C I T Y O F CL E A R W A T E R P R I O R T O I N S T A L L A T I O N . 16 . N O L A N D S C A P E P L A N T S S H A L L B E I N S T A L L E D W I T H I N T H E C R I T I C A L R O O T ZO N E A R E A S . T H E C I T Y S H O U L D W A I V E L A N D S C A P E R E Q U I R E M E N T S W I T H I N TH E S E A R E A S A S N E W L A N D S C A P E P L A N T S W I L L D A M A G E R O O T S D U R I N G IN S T A L L A T I O N A N D C O M P E T E W I T H T H E E X I S T I N G T R E E S F O R W A T E R A N D NU T R I E N T S . 17 . N O O V E R H E A D O R U N D E R G R O U N D U T I L I T I E S S H A L L B E I N S T A L L E D W I T H I N TH E C R I T I C A L R O O T Z O N E S . 18 . D U E T O T H E P R O X I M I T Y A N D D E N S I T Y O F A D J A C E N T O F F - S I T E E X I S T I N G TR E E S , E X I S T I N G S I T E T R E E S T O B E R E M O V E D A L O N G T H E P E R I M E T E R O F TH E S U B J E C T P R O P E R T Y S H A L L B E C U T D O W N S O A S N O T T O C A U S E DA M A G E T O T H E S E T R E E S . R E M A I N I N G S T U M P S ( S T R U C T U R A L R O O T - P L A T E ) SH A L L B E G R O U N D D O W N T O A M I N I M U M O F 1 8 ' B E L O W G R A D E . 1. A L L C O N S T R U C T I O N S H A L L C O N F O R M T O A L L AP P L I C A B L E C O D E S , O R D I N A N C E S A N D R E G U L A T I O N S OF T H E C I T Y O F C L E A R W A T E R , F L O R I D A . 2. C O N T R A C T O R S H A L L O B T A I N A L L N E C E S S A R Y P E R M I T S PR I O R T O C O N S T R U C T I O N . 3. C O N S T R U C T I O N F E N C E / T R E E B A R R I C A D E S S H A L L B E IN S T A L L E D A N D I N S P E C T E D / A P P R O V E D B Y T H E C I T Y O F CL E A R W A T E R P R I O R T O C O M M E N C E M E N T O F DE M O L I T I O N A C T I V I T I E S . G E N E R A L N O T E S : 1 1 1 o o o o o o o o o o o o o o o o o o o o o o o o o o o o oooooooooooooooooooooooooooooooooooooooooooooooooooooooooo o o o o o 6 7 44 o o o oooooooooooooooooooooooooo ooooooo o o o o o o o o o ooo G U L F O F M E X I C O CE9CE8 CE8 CE7 CE7MY 11 CB4 MY 11 CE 95 PM6PM1CE25CE107CE231TM768 NE 33 NE 31 NE30CE318NE35NE42NE7 CE 72 CE 14 4 CE 12 CE 12 LE23 CE 22 CS3 CB11 CQ3 CS3CQ11 WB3 4'5'3'WR3 12'16' WB1 5' WB3 5' 3' 4' CQ3 CQ2 RH82 CE 12 6 SN3 WR3 WR3 16 ' 10 ' 16 ' 12 ' 12 ' 10 ' CS5 CQ7 VM1 TS25 TS 13 8 TM193JC233 JC47 WB3 WR5 4' 5' 3' 16 ' 12 ' 16 ' SN12 SN7 WR3 16 ' 10 ' 12 ' PM1 TS21 CE10 WR1 20 ' WR3WR3WR316'16'16'10'12'12'10'10'12'WR310'16'12'SN3CS2 WR312'16'10'WR516'12'12'10'WR3 10'16'12'CQ5LJ5LJ3 10'10' 10 ' 10 ' LE21 TM56 TM46 TM310SSSSSS    CE7 SR2 SR13 SR5 SR8 TM99SR3 EX 29 5 s f EX 17 4 s f EX 37 2 s f EX 66 s f EX 11 0 s f EX 10 7 s f EX 17 s f EX 28 5 s f EX 14 8 s f EX 27 7 s f EX 63 s f EX 15 2 s f EX 6 s f EX 6 s f EX 6 s f EX 6 s f EX 6 s f EX 6 s f EX 6 s f EX 68 s f EX 17 8 s f EX 43 s f SY N E R G Y C i v i l E n g i n e e r i n g , I n c . 30 0 0 G u l f t o B a y B o u l e v a r d , S u i t e 2 0 1 Cl e a r w a t e r , F L 3 3 7 5 9 Te l . ( 7 2 7 ) 7 9 6 - 1 9 2 6 Ce l l ( 7 2 7 ) 4 7 0 - 1 3 4 4 ww w . s y n e r g y c i v i l e n g . c o m TH E S E P L A N S M A Y N O T B E C O P I E D A N D / O R M O D I F I E D WI T H O U T W R I T T E N P E R M I S S I O N F R O M SY N E R G Y C I V I L E N G I N E E R I N G , I N C . © CO P Y R I G H T 2 0 1 3 . AS N O T E D 11 - 0 1 8 - 6 7 1)2)3)4)5)SY N E R G Y Ci v i l E n g i n e e r i n g , I n c . 123456)6789 11 . 0 1 . 2 0 1 3 TH E S E P L A N S M A Y N O T B E C O P I E D A N D / O R MO D I F I E D W I T H O U T W R I T T E N P E R M I S S I O N F R O M P a r a d i s e B y D e s i g n , I n c . J a m e s M o n t g o m e r y , R L A F L L I C . N O . L A 0 0 0 1 7 3 7 NO T V A L I D U N L E S S S I G N E D & E M B O S S E D B Y A R E G I S T E R E D L A N D S C A P E A R C H I C T E C T P a r a d i s e B y D e s i g n , I n c . FL C E R T I F I C A T E O F A U T H O R I Z A T I O N N o . L C 2 6 0 0 0 3 3 4 11 1 F o r e s t L a k e s B o u l e v a r d Ol d s m a r , F l o r i d a 3 4 6 7 7 Ph : ( 8 1 3 ) 8 5 4 - 1 3 4 2 Fx : ( 8 1 3 ) 8 5 5 - 6 8 9 0 IC O T C e n t e r 13 8 2 5 I C O T B l v d . , S u i t e 6 0 5 Cl e a r w a t e r , F l o r i d a 3 3 7 6 0 Ph : ( 7 2 7 ) 5 2 4 - 1 8 1 8 32 0 T u c k e r S t r e e t Sa f e t y H a r b o r , F l o r i d a 3 4 6 9 5 Ph : ( 7 2 7 ) 7 9 7 - 3 5 8 0 em a i l : j a m e s @ p a r a d i s e b y d e s i g n i n c . c o m 10 3 R o g e r s S t r e e t Cl e a r w a t e r , F l o r i d a 3 3 7 5 6 Ph : ( 7 2 7 ) 4 8 8 - 9 4 9 0 Fx : ( 7 2 7 ) 4 7 8 - 3 0 7 4 Sc a l e : 1 " = 2 0 ' - 0 " 60 ' 40 ' 20 ' 0fu l l s i z e d d r a w i n g s a t 2 4 " x 3 6 " Al l s c a l e s i n d i c a t e d p e r t a i n t o No r t h AB O V E G R O U N D O R U N D E R G R O U N D U T I L I T I E S M A Y B E IN T H E A R E A O F T H I S P R O J E C T - P R O C E E D W I T H CA U T I O N - C A L L " S U N S H I N E S T A T E O N E C A L L S Y S T E M " AN D T H E U T I L I T Y O W N E R ' S B E F O R E B E G I N N I N G W O R K 1- 8 0 0 - 4 3 2 - 4 7 7 0 . ( 4 8 H O U R S I N A D V A N C E ) U T I L I T Y W A R N I N G N O T E : 1. A O N E H U N D R E D P E R C E N T ( 1 0 0 % ) C O V E R A G E A U T O M A T I C I R R I G A T I O N S Y S T E M S H A L L B E I N S T A L L E D FO R A L L L A N D S C A P E D A R E A S . T H E L O W E S T Q U A L I T Y O F W A T E R A V A I L A B L E M U S T B E U S E D A S A SO U R C E O F I R R I G A T I O N W A T E R . T H E I R R I G A T I O N S Y S T E M S H A L L N O T B E C O N N E C T E D T O C I T Y , CO U N T Y O R M U N I C I P A L W A T E R S O U R C E S U N L E S S I T C A N B E D E M O N S T R A T E D T H A T T H E S E S O U R C E S AR E N O T A V A I L A B L E . I N T H E E V E N T , T H E I R R I G A T I O N S Y S T E M I S C O N N E C T E D T O T H E P U B L I C PO T A B L E W A T E R S U P P L Y , T H E I R R I G A T I O N S Y S T E M S H A L L I N C L U D E A N A P P R O V E D B A C K F L O W PR E V E N T O R A T T H E S E R V I C E C O N N E C T I O N ( P O I N T O F C O N N E C T I O N ) . 2. T H E I R R I G A T I O N S Y S T E M M U S T U T I L I Z E L O W V O L U M E D E S I G N S U C H A S L O W T R A J E C T O R Y H E A D S O R SO A K E R H O S E S T O P R O V I D E D I R E C T A P P L I C A T I O N A N D L O W E V A P O R A T I O N . 3. I R R I G A T I O N L A Y O U T ( S ) W H I C H O V E R - S P R A Y A R E A S T H A T D O N O T R E Q U I R E I R R I G A T I O N , S U C H A S PA V E D A R E A S S H A L L N O T B E A C C E P T A B L E . H I G H I R R I G A T I O N D E M A N D A R E A S M U S T N O T O V E R SP R A Y L O W D E M A N D A R E A S . 4. H I G H W A T E R D E M A N D L A N D S C A P E A R E A S S U C H A S T U R F M U S T B E S E R V E D B Y A S E P A R A T E IR R I G A T I O N Z O N E T H A N L O W W A T E R N E E D A R E A S , S U C H A S P L A N T E R B E D S , O R M U L C H E D A R E A S WI T H T R E E S . 5. T H E I R R I G A T I O N S Y S T E M M U S T B E O P E R A T E D B Y A N I R R I G A T I O N C O N T R O L L E R C A P A B L E O F DI F F E R E N T I A T I N G B E T W E E N T H E S C H E D U L E S O F H I G H A N D L O W W A T E R D E M A N D A R E A S . CO N T R O L L E R S M U S T H A V E M U L T I P L E C Y C L E S T A R T C A P A C I T Y A N D A F L E X I B L E C A L E N D A R P R O G R A M AB L E T O B E S E T T O C O M P L Y W I T H L O C A L O R W A T E R M A N A G E M E N T D I S T R I C T I M P O S E D RE S T R I C T I O N S . 6. T H E S Y S T E M M U S T B E E Q U I P P E D W I T H A R A I N S E N S O R D E V I C E O R S W I T C H W H I C H W I L L O V E R R I D E TH E I R R I G A T I O N C Y C L E O F T H E S P R I N K L E R S Y S T E M W H E N A D E Q U A T E R A I N F A L L H A S O C C U R R E D . GR O U N D M O I S T U R E S E N S I N G D E V I C E S A R E E N C O U R A G E D W H E R E A P P R O P R I A T E . 7. U N D E R G R O U N D I R R I G A T I O N S H A L L N O T B E I N S T A L L E D W I T H I N T H E D R I P L I N E S O F E X I S T I N G T R E E S UN L E S S R O O T P R O T E C T I O N M E A S U R E S A R E A P P R O V E D B Y T H E C I T Y O F C L E A R W A T E R . I R R I G A T I O N N O T E S : S O D A N D M U L C H N O T E S : 1. A L L P R O P O S E D P L A N T I N G A R E A S F O R T R E E S , P A L M S , S H R U B S , A N D G R O U N D C O V E R S S H A L L B E T O P DR E S S E D W I T H A M I N I M U M O F T H R E E ( 3 ) I N C H E S O F P I N E B A R K N U G G E T S S P R E A D U N I F O R M L Y I N DE P T H O V E R T H E P L A N T I N G B E D S A S D E L I N E A T E D O N T H E P L A N S , U N L E S S O T H E R W I S E S P E C I F I E D . 2. A L L O T H E R A R E A S D E S I G N A T E D F O R S O D S H A L L B E P A S P A L U M N O T A T U M ` A R G E N T I N E ` A R G E N T I N E BA H I A G R A S S U N L E S S O T H E R W I S E N O T E D O N P L A N S . 3. A L L A R E A S D E S I G N A T E D T O R E C E I V E S O D A N D / O R M U L C H S H A L L B E F I E L D M E A S U R E D B Y T H E LA N D S C A P E C O N T R A C T O R . 4. A L L P O R T I O N S O F A L O T U P O N W H I C H D E V E L O P M E N T H A S C O M M E N C E D , B U T N O T C O N T I N U E D F O R A PE R I O D O F T H I R T Y ( 3 0 ) D A Y S , S H A L L B E P L A N T E D W I T H A G R A S S S P E C I E S O R G R O U N D C O V E R T O PR E V E N T E R O S I O N A N D E N C O U R A G E S O I L S T A B I L I Z A T I O N . A D E Q U A T E C O V E R A G E , S O A S T O SU P P R E S S F U G I T I V E D U S T , S H A L L B E A C H I E V E D W I T H I N T H I R T Y ( 3 0 ) C A L E N D A R D A Y S . 1 MATCHLINE TO SHEET LS.4 1 1 1 1 1 o o o o o o o oooooooooooooooooooCE10 CE107SR5SR8SR9EX174 sfEX115 sf EX372 sfEX331 sf EX1,385 sfEX526 sfEX358 sfEX131 sfEX384 sfEX198 sfEX3,629 sf EX224 sfEX173 sfEX154 sfEX350 sfEX19 sf EX277 sf EX63 sfEX43 sf EX15 sfEX51 sf SY N E R G Y C i v i l E n g i n e e r i n g , I n c . 30 0 0 G u l f t o B a y B o u l e v a r d , S u i t e 2 0 1 Cl e a r w a t e r , F L 3 3 7 5 9 Te l . ( 7 2 7 ) 7 9 6 - 1 9 2 6 Ce l l ( 7 2 7 ) 4 7 0 - 1 3 4 4 ww w . s y n e r g y c i v i l e n g . c o m TH E S E P L A N S M A Y N O T B E C O P I E D A N D / O R M O D I F I E D WI T H O U T W R I T T E N P E R M I S S I O N F R O M SY N E R G Y C I V I L E N G I N E E R I N G , I N C . © CO P Y R I G H T 2 0 1 3 . AS N O T E D 11 - 0 1 8 - 6 7 1)2)3)4)5)SY N E R G Y Ci v i l E n g i n e e r i n g , I n c . 123456)6789 11 . 0 1 . 2 0 1 3 TH E S E P L A N S M A Y N O T B E C O P I E D A N D / O R MO D I F I E D W I T H O U T W R I T T E N P E R M I S S I O N F R O M P a r a d i s e B y D e s i g n , I n c . J a m e s M o n t g o m e r y , R L A F L L I C . N O . L A 0 0 0 1 7 3 7 NO T V A L I D U N L E S S S I G N E D & E M B O S S E D B Y A R E G I S T E R E D L A N D S C A P E A R C H I C T E C T P a r a d i s e B y D e s i g n , I n c . FL C E R T I F I C A T E O F A U T H O R I Z A T I O N N o . L C 2 6 0 0 0 3 3 4 11 1 F o r e s t L a k e s B o u l e v a r d Ol d s m a r , F l o r i d a 3 4 6 7 7 Ph : ( 8 1 3 ) 8 5 4 - 1 3 4 2 Fx : ( 8 1 3 ) 8 5 5 - 6 8 9 0 IC O T C e n t e r 13 8 2 5 I C O T B l v d . , S u i t e 6 0 5 Cl e a r w a t e r , F l o r i d a 3 3 7 6 0 Ph : ( 7 2 7 ) 5 2 4 - 1 8 1 8 32 0 T u c k e r S t r e e t Sa f e t y H a r b o r , F l o r i d a 3 4 6 9 5 Ph : ( 7 2 7 ) 7 9 7 - 3 5 8 0 em a i l : j a m e s @ p a r a d i s e b y d e s i g n i n c . c o m 10 3 R o g e r s S t r e e t Cl e a r w a t e r , F l o r i d a 3 3 7 5 6 Ph : ( 7 2 7 ) 4 8 8 - 9 4 9 0 Fx : ( 7 2 7 ) 4 7 8 - 3 0 7 4 1 1 1 Sc a l e : 1 " = 2 0 ' - 0 " 60 ' 40 ' 20 ' 0fu l l s i z e d d r a w i n g s a t 2 4 " x 3 6 " Al l s c a l e s i n d i c a t e d p e r t a i n t o No r t h MATCHLINE TO SHEET LS.3 AB O V E G R O U N D O R U N D E R G R O U N D U T I L I T I E S M A Y B E IN T H E A R E A O F T H I S P R O J E C T - P R O C E E D W I T H CA U T I O N - C A L L " S U N S H I N E S T A T E O N E C A L L S Y S T E M " AN D T H E U T I L I T Y O W N E R ' S B E F O R E B E G I N N I N G W O R K 1- 8 0 0 - 4 3 2 - 4 7 7 0 . ( 4 8 H O U R S I N A D V A N C E ) U T I L I T Y W A R N I N G N O T E : 1 1 1SCALE: 1" = 25'NORTH ELEVATION 4 SC A L E : 1 " = 2 5 ' WE S T E L E V A T I O N 3 SC A L E : 1 " = 2 5 ' EA S T E L E V A T I O N 2SCALE: 1" = 25'SOUTH ELEVATION CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:FLEXIBLE DEVELOPMENTISTVAN L. PETERANECZ AR94533 FLORIDA 2013.11.011 SUBMISSIONA2_13ELEVATIONS 1SCALE: 1" = 25'NORTH ELEVATION 4 SC A L E : 1 " = 2 5 ' WE S T E L E V A T I O N 3 SC A L E : 1 " = 2 5 ' EA S T E L E V A T I O N 2SCALE: 1" = 25'SOUTH ELEVATION CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:FLEXIBLE DEVELOPMENTISTVAN L. PETERANECZ AR94533 FLORIDA 2013.11.011 SUBMISSIONA2_13ELEVATIONS 1SCALE: 1" = 25'NORTH ELEVATION ST R E E T L E V E L FA C A D E 12'-0" 4 SC A L E : 1 " = 2 5 ' WE S T E L E V A T I O N 3 SC A L E : 1 " = 2 5 ' EA S T E L E V A T I O N EX T E N T O F AD J A C E N T BU I L D I N G 2SCALE: 1" = 25'SOUTH ELEVATION SO U T H E L E V A T I O N : OP E N I N G S 6, 3 5 8 S Q F T 19 , 5 6 4 S Q F T 1, 8 1 5 S Q F T 7, 6 5 6 S Q F T TO T A L : 81 % EA S T E L E V A T I O N : OP E N I N G S 1, 9 7 7 S Q F T 25 , 3 8 4 S Q F T 4, 4 5 3 S Q F T 12 , 8 1 0 S Q F T TO T A L : 76 % WE S T E L E V A T I O N : OP E N I N G S 2, 0 0 5 S Q F T 32 , 8 6 5 S Q F T 4, 9 3 9 S Q F T 12 , 9 2 2 S Q F T TO T A L : 61 % NO R T H E L E V A T I O N : WI N D O W S OP E N I N G S AR C H I T E C T U R A L D E C O R A T I O N 5, 5 4 9 S Q F T 19 , 4 8 3 S Q F T 1, 8 5 4 S Q F T 8, 1 7 8 S Q F T TO T A L : 80 % EX T E R I O R F I N I S H E S A N D O P E N I N G P E R C E N T A G E C A L C U L A T I O NS 15 , 5 8 1 / 1 9 , 4 8 3 = 15 , 8 2 9 / 1 9 , 5 6 4 = 18 , 0 3 0 / 2 5 , 3 8 4 = 20 , 2 5 4 / 3 2 , 8 6 5 = NO R T H E L E V A T I O N : OP E N I N G S 760 SQ FT2,006 SQ FT 480 SQ FT 350 SQ FT TO T A L : 80%1,590 / 2,006 =SYMBOL LEGEND AREA OF EXTERIOR FINISHES AND OPENINGS ST R E E T L E V E L F A C A D E T R A N S P A R E N C Y WI N D O W S WI N D O W S WI N D O W S WI N D O W S AR C H I T E C T U R A L D E C O R A T I O N AR C H I T E C T U R A L D E C O R A T I O N AR C H I T E C T U R A L D E C O R A T I O N AR C H I T E C T U R A L D E C O R A T I O N CLEARWATER BEACH, FL ITEM:#DATE:DATE:ENT13.01 ISSUE DATE:ENTRADAHOTELPROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:HDAISTVAN L. PETERANECZ AR94533 FLORIDA 2013.12.181 SUBMISSION12.13.2013DRC COMMENTS 202.25.2014SCHEMATIC ANGLE LAYOUT 304.01.2014HDA REVIEW A2_13.AELEVATIONAREAS ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-5012013.12.183D VIEWSENT13.01 HDA SUBMISSIONENTRADA HOTEL CLEARWATER BEACH, FL 1 No r t h E a s t 2 No r t h W e s t C o r n e r 3 So u t h E a s t 4 So u t h W e s t ISTVAN L. PETERANECZ AR94533 FLORIDA ISSUE DATE:PROJECT TITLE:ISSUED DRAWING LOG:PROJECT NO:DRAWING TITLE:SHEET:ITEM:DATE:AA26001704 CLEARWATER 103 Rogers Street, 33756 t. 727 478 3073 | f. 727 478 3074 This drawings is the property of behar + peteranecz, inc. and may not be used or reproduced without written permission from behar + peteranecz,inc.A-5022013.12.183D VIEWSENT13.01 HDA SUBMISSIONENTRADA HOTEL CLEARWATER BEACH, FL 1 NE I s o 2 NW I s o 3 SE I s o 4 SW I s o Existing Hotel - S Gulfview Blvd. Elevation Existing Hotel - Clearwater Pass Elevation 9 May 2014 alt Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-11 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Planning & Development Agenda Number: 7.3 SUBJECT/RECOMMENDATION: Approval of a Development Agreement between Mainstream Partners VIII, LTD (the property owner) and the City of Clearwater, providing for the allocation of 100 units from the Hotel Density Reserve under Beach by Design; adopt Resolution 14-11, and authorize the appropriate officials to execute same . (HDA2013-08004) SUMMARY: Development Proposal: Two changes have been made to the Development Proposal presented at the May 15, 2014 Council meeting; (1) Schedule C has been modified to match the Development Agreement clarifying that all the units proposed for the site are hotel units and that no unit will be residential and (2) language has been added to the Development Agreement addressing the use of amplified music. No other changes are proposed with regard to the Agreement , Conceptual Site Plan or Conceptual Elevations. The owners propose to utilize the otherwise permitted density of 50 units per acre or 80 units and incorporate an additional 100 units from the Hotel Density Reserve through Beach by Design resulting in a total of 180 units (113 units per acre). The current proposal is to demolish all structures on the site and redevelop the site with a 180-unit overnight accommodation use (113 rooms per acre, including the allocation of 100 rooms from the Hotel Density Reserve). The building will be 140 feet (from Base Flood Elevation) to flat roof with parking on the first four levels. The proposal includes a tropical modern architecture, which is consistent with and complements the tropical vernacular envisioned in Beach by Design. Consistency with the Community Development Code (CDC): No changes have been made to the Conceptual Site Plan presented at the May 15, 2014 Council meeting. The Conceptual Site Plan continues to appear to be consistent with the CDC with regard to: §Minimum Lot Area and Width §Minimum Setbacks §Maximum Height §Minimum Off-Street Parking §Landscaping Page 1 City of Clearwater Printed on 5/30/2014 File Number: ID#14-11 Consistency with Beach by Design: No changes have been made to the Conceptual Site Plan presented at the May 15, 2014 Council meeting. The Conceptual Site Plan continues to appear to be consistent with the Beach by Design with regard to: §Design Guidelines §Hotel Density Reserve Standards for Development Agreements: The proposal is in compliance with the standards for development agreements, is consistent with the Comprehensive Plan and furthers the vision of beach redevelopment set forth in Beach by Design. The proposed Development Agreement will be in effect for a period not to exceed ten years, meets the criteria for the allocation of rooms from the Hotel Density Reserve under Beach by Design and includes the following main provisions: §Provides for the allocation of up to 100 units from the Hotel Density Reserve or a maximum density of 113 units per acre; §Requires the developer to obtain building permits and certificates of occupancy in accordance with (CDC) Section 4-407; §Requires the return of any hotel unit obtained from the Hotel Density Reserve that is not constructed; §For units allocated from the Hotel Density Reserve, prohibits the conversion of any hotel unit to a residential use and requires the recording of a covenant restricting use of such hotel units to overnight accommodation usage; and §Requires a legally enforceable mandatory evacuation/closure covenant that the hotel will be closed as soon as practicable after a hurricane watch that includes Clearwater Beach is posted by the National Hurricane Center. Changes to Development Agreements: Pursuant to Section 4-606.I., CDC, a Development Agreement may be amended by mutual consent of the parties, provided the notice and public hearing requirements of Section 4-206 are followed. Revisions to conceptual site plans and/or architectural elevations attached as exhibits to this Development Agreement shall be governed by the provisions of Section 4-406, CDC. Minor revisions to such plans may be approved by the Community Development Coordinator. Other revisions not specified as minor shall require an amendment to this Development Agreement. The Planning and Development Department is recommending approval of this Development Agreement for the allocation of up to 100 units from the Hotel Density Reserve under Beach by Design. Page 2 City of Clearwater Printed on 5/30/2014 1 HOTELDENSITYRESERVEDEVELOPMENTAGREEMENT THIS HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT ("Agreement")isdatedthe dayof ,2014,andenteredinto between MAINSTREAM PARTNERSVIII,LTD.(“Developer"),itssuccessorsand assigns,andthe CITYOF CLEARWATER,FLORIDA,amunicipalcorporationofthe StateofFloridaactingthrough its CityCouncil, thegoverningbodythereof("City"). RECITALS: WHEREAS,oneofthemajorelementsoftheCity'srevitalizationeffortisa specialareaplanfortherevitalizationofClearwaterBeachadoptedundertheprovisions ofthe Florida GrowthManagementAct,FloridaStatutesChapter163,PartII,andentitled Beach byDesign; and WHEREAS,Florida StatutesSections163.3220-163.3243,theFloridaLocal Government Development Agreement Act ("Act"), authorize the City to enter into binding developmentagreementswithpersonshaving alegalorequitableinterestinreal propertylocated within thecorporatelimits oftheCity; and WHEREAS,underSection163.3223oftheAct,theCityhasadoptedSection4- 606oftheCity ofClearwaterCommunity DevelopmentCode("Code"),establishing procedures and requirements to considerand enterinto development agreements; and WHEREAS,BeachbyDesignproposedthedevelopmentofhotelunitstoequalize developmentopportunitiesonthebeachandensure ClearwaterBeachremainsa quality, family resortcommunity,andfurtherprovidedforalimitedpoolofadditionalhotelunits ("Hotel DensityReserve")to bemadeavailableforsuch mid-sized hotel projects; and WHEREAS,theDeveloperowns1.6acresofrealproperty ("Property")inthe corporatelimitsoftheCity,moreparticularlydescribedonExhibit"A"attachedhereto and incorporated herein; and WHEREAS, the Developer desires to develop the Property by demolishing existing hotelroomsandotherusesinordertoconstructOneHundredEighty (180) overnightaccommodationunits, meeting spaceforguestuse,pool,newlobbyandparking with parking spaces, generally conforming to the architectural elevation dimensions shown in compositeExhibit “B”(collectively, the improvements are the Project); and WHEREAS,theProperty hasnotpreviouslyacquireddensityfromtheDestination Resort DensityPool; and WHEREAS,uponcompletionthe plannedresortwillcontain180overnight accommodationunits,whichincludes100unitsfromtheavailableHotelDensity Reserve (“ReserveUnits”); and 2 WHEREAS,theCityhasconductedsuchpublichearingsasarerequiredbyandin accordance withFloridaStatutesSection163.3225,Code Sections4-206and4-606,and anyotherapplicablelaw;and WHEREAS,theCityhasdeterminedthat,asofthedateofthisAgreement,the proposedprojectisconsistentwiththe City'sComprehensivePlanandLandDevelopment 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 bytheappropriateofficials oftheCity;and WHEREAS, approval of this Agreement is in the interests of the City in furtheranceoftheCity'sgoalsofenhancingtheviability oftheresortcommunityandin furtheranceoftheobjectives ofBeachbyDesign;and WHEREAS,DeveloperhasapprovedthisAgreementandhasduly authorized certain individuals to executethis Agreement on Developer's behalf. STATEMENTOFAGREEMENT Inconsiderationofandinrelianceuponthe premises,themutualcovenants containedherein,andothergoodandvaluableconsideration,thereceiptandsufficiency ofwhichareherebyacknowledged,thepartiesheretointending tobelegally boundandin accordancewith theActand Code, agreeasfollows: SECTION 1.Recitals.Theaboverecitalsaretrueandcorrectandareapartof this Agreement. SECTION 2.Incorporation of the Act. This Agreement is entered into in compliancewithandundertheauthorityoftheCodeandtheAct,thetermsofwhichasof thedateofthisAgreementareincorporatedhereinbythisreferenceandmadeapartof thisAgreement.WordsusedinthisAgreementwithoutdefinitionthatare definedinthe Act shall havethesamemeaningin this Agreement as in theAct. SECTION 3.PropertySubjecttothisAgreement.ThePropertydescribedin Exhibit "A"is subject to this Agreement ("Property"). 3.1 ThePropertycurrentlyhasalandusedesignationofResortFacilitiesHigh and is zoned Tourist (T). 3.2.ThePropertyisownedinfeesimpleorundercontracttobeownedinfee simplebytheDeveloper. 3.3 The Property is generally located at 325 S. Gulfview Blvd., and 326 Coronado Drive, Clearwater, FL33767, as furtherdescribed in Exhibit “A”. 3 SECTION 4.ScopeofProject. 4.1 TheProjectshallconsistof180overnightaccommodationunits. Ofthe 180 overnight accommodation units, 100 unitsshall befrom theHotel DensityReserve. 4.2 TheProjectshallincludeaminimumof216parkingspaces,asdefinedin theCode. 4.3 ThedesignoftheProject,asrepresentedinExhibit“B”,isconsistentwith Beach byDesign. 4.4 ThedensityoftheProjectshallbe113unitsperacre. Innoinstanceshall thedensityofaparceloflandexceed150unitsperacre.TheheightoftheProjectshallbe 140feetmeasuredfromBaseFloodElevation,asdefinedinthe Code. The maximum building heightsofthevariouscharacterdistrictscannotbeincreasedtoaccommodate hotel rooms allocated from theHotel DensityReserve. SECTION 5.EffectiveDate/Durationofthis Agreement. 5.1 ThisAgreementshallnotbeeffective untilthisAgreementisproperly recordedinthepublic recordsofPinellasCounty,Florida pursuanttoFlorida Statutes Section 163.3239 and CodeSection 4-606. 5.2 Withinfourteen(14)daysaftertheCity approvestheexecutionofthis Agreement,theCity shallrecordtheAgreementwiththeClerkoftheCircuitCourtfor PinellasCounty.TheDevelopershallpaythecostofsuchrecording.TheCityshall submittotheDepartmentofEconomicOpportunityacopyoftherecordedAgreement within fourteen (14)daysaftertheAgreement is recorded. 5.3 ThisAgreementshallcontinue ineffectfor ten(10)yearsunlessearlier terminated as set forth herein. SECTION 6.Obligationsunderthis Agreement. 6.1 Obligations oftheDeveloper: 6.1.1 Theobligations underthisAgreement shall bebindinguponand the benefits ofthis Agreement shall inureto theDeveloper,its successorsin interests or assigns. 6.1.2 AtthetimeofdevelopmentoftheProperty,theDeveloperwill submitsuchapplicationsanddocumentationasarerequiredby lawandshallcomplywith theCodeapplicableat thetimeofbuildingpermit review. Property: 6.1.3 The following restrictions shall apply to development of the 4 6.1.3.1 ToretainthegrantofReserveUnitsprovidedforherein, theProperty andimprovementslocatedthereonshallbedevelopedin substantialconformancewiththeConceptualSite PlanattachedasExhibit "B". Any modificationsdeterminedby thePlanningDirectoraseither inconsistent with attached Exhibit “B” or constituting a substantial deviationfromattachedExhibit“B” shallrequire anamendmenttothis Agreementinaccordance withthe proceduresofthe Actandthe Code,as necessary andapplicable.Any andallsuchapprovedandadopted amendmentsshallberecordedinthe publicrecordsof PinellasCounty, Florida. 6.1.3.2 The Developershallobtainappropriatesite planapproval pursuantto aLevelOneorLevelTwo developmentapplication within one (1)year fromthe effective date of thisAgreementinaccordance withthe provisionsofthe Code,andshallthenobtainappropriatepermitsand certificatesofoccupancy inaccordancewiththeprovisionsoftheCode. Nothing hereinshallrestrictDeveloperfromseekinganextensionofsite planapprovalorotherdevelopmentorderspursuanttotheCodeorstate law. Intheeventthatworkisnotcommencedpursuanttoissuedpermits, orcertificatesofoccupancy arenottimelyissued,theCitymaydenyfuture developmentapprovalsand/orcertificatesofoccupancyfortheProject, and mayterminatethis Agreement in accordancewith Section 10. 6.1.3.3 The Developer shallexecute,prior tocommencementof construction,amandatoryevacuation/closurecovenant,substantially inthe formofExhibit"C",stating thattheaccommodationusewillcloseassoon aspracticable aftera hurricane watchthatincludesClearwaterBeachis posted bytheNational HurricaneCenter. 6.1.4 CovenantofUnifiedUse.Priortotheissuanceofthefirstbuildingpermit fortheProject,theDeveloperhereby agreestoexecutethecovenantofunifieduseand developmentfortheProjectSiteprovidingthattheProjectSiteshallbedevelopedand usedasasingleproject,theformofwhichcovenantisattachedasExhibit "D";provided however,thatnothing shallprecludetheDeveloperfromselling alloraportionofthe Developer'sPropertyintheeventthatDeveloperdeterminesnottoconstructtheProject. Itisunderstoodandagreedthat,inthe eventthatthe Developer entersintothe anticipated covenantofunifieduseanddevelopment,andtheDeveloperelectsnottoconstructthe ProjectandnotifiestheCity ofitselectioninwriting,and,alternatively,asofthedateof expiration,terminationorrevocationnorightsofDeveloperremainorwillbe exercisedto incorporatetheHotelDensity ReserveUnitsintotheProject,theCity shallexecuteand deliver tothe Developera terminationof suchcovenantof unifieduse anddevelopment suitableforrecordingin thePublicRecords ofPinellas County, Florida. 6.1.5 ReturnofUnitstoReservePool.AnyReserveUnitsgrantedtoDeveloper nottimely constructedinconjunctionwiththeProjectshallbereturnedtotheHotel DensityReserveand beunavailableto Developerforuseon theProject. 5 6.1.6 TransientUse. Areservationsystemshallberequiredasanintegralpartof the hoteluse.There shallbe alobby/frontdeskarea thatmustbe operatedasa typical lobby/frontdeskareafora hotelwouldbe operated. Accesstoallunitsmustbeprovided throughalobbyandinternalcorridor. Allunitsshall be available tothepublic for overnighttransienthoteloccupancy atalltimesthroughthe requiredhotelreservation system. Occupancy inthehotelislimitedtoatermoflessthan one(1)monthorthirty- one(31)consecutivedays,whicheverisless. No unitinthehotel shall beused as a primaryorpermanent residence. 6.1.7 NoFullKitchens. Nounitshallhaveacompletekitchenfacilityasthat term is used in thedefinition of“dwellingunit”intheCode. 6.1.8 InspectionofRecords. Developershallmakeavailable for inspectionto authorizedrepresentativesoftheCity itsbooksandrecordspertainingtoeachHotel DensityReserveunituponreasonablenoticetoconfirmcompliancewiththeseregulations as allowed bygeneral law. 6.1.9 CompliancewithDesignGuidelines. TheDeveloperagreestocomply with theDesignGuidelines as set forth in SectionVII. ofBeach byDesign. 6.1.10Limitation on Amplified Music. Developer agrees that there shall be no outdoor amplified music at the Hotel after 12:00 midnighton Sunday through Thursday, or after 1:00a.m.on Friday and Saturday. 6.2 Obligations oftheCity. 6.2.1 TheCity shallpromptly processsiteandconstructionplan applicationsfortheProperty thatareconsistentwiththeComprehensivePlanand theConcept Plan and that meet therequirements oftheCode. 6.2.2 ThefinaleffectivenessoftheapplicationsreferencedinSection 6.2.1 is subject to: 6.2.2.1 TheprovisionsofChapters163and166,FloridaStatutes,as theymaygovern suchamendments; and 6.2.2.2 Theexpirationofanyappealperiodsor,ifanappealisfiled, at theconclusion ofsuchappeal. 6.2.3 UponadoptionofthisAgreement,theProjectshallreceive100 unitsfromtheHotelDensity ReserveasdefinedinBeachbyDesign,contingent upon theprovisions ofSection 6.1.5. 6.2.4 This Agreement is contingent upon the proposed vacation of the S. Gulfview Boulevard right-of-wayadjacenttothewesterlylotlineof theProperty. The City shall process a right-of-way vacation ordinance to vacate the S. Gulfview Boulevard right of way adjacenttothewesterlylotlineof thePropertyconditioned upon submission of a complete set of building plans for construction of the improvements shown on Exhibit 6 “B”. SECTION7.PublicFacilitiestoServiceDevelopment.Thefollowing public facilitiesarepresentlyavailabletotheProperty fromthesourcesindicatedbelow. DevelopmentofthePropertywillbegovernedbytheconcurrency ordinanceprovisions applicableatthetimeofdevelopmentapproval.Therequirementsforconcurrency asset forth in Article4, Division 9, oftheCode, havebeen satisfied. 7.1 Potable water is available from the City. The Developer shall be responsibleforall necessarymain extensions and applicableconnection fees. 7.2 SewerserviceiscurrentlyprovidedbytheCity.TheDevelopershallbe responsibleforall necessarymain extensions and applicableconnection fees. 7.3 Fireprotection from theCity. 7.4 DrainagefacilitiesforthePropertywillbeprovidedbytheDeveloperat theDeveloper's soleexpense. 7.5 TheProjectshallcomplywiththeMetropolitanPlanningOrganization’s [MPO]or itssuccessor’scountywideapproachtotheapplicationof concurrency managementfor transportationfacilities,andthe transportationanalysisconductedfor the Project shall includethefollowing: •Recognition ofstandarddatasources as established bytheMPO; •Identificationoflevelofservice(LOS)standardsforstateandcountyroadsas established bytheMPO; •Utilization of proportional fair-share requirements consistent with Florida Statutes and theMPO model ordinance; •Utilization oftheMPO TrafficImpact StudyMethodology; and •RecognitionoftheMPOdesignationof“ConstrainedFacilities”assetforthin themost current MPO AnnualLevel ofServiceReport. 7.6 All improvements associated with the public facilities identified in Subsections7.1through7.5shallbecompletedpriortotheissuanceofany certificateof occupancy. 7.7 Developeragreestoprovideacashier’scheck,a paymentandperformance bond,orletterofcreditintheamountof115%oftheestimatedcostsofthepublic facilitiesandservices,tobedepositedwiththeCitytosecureconstructionofanynew publicfacilitiesandservicesrequiredtobeconstructedby thisAgreement. Such constructionshallbecompletedpriortoissuanceofaCertificateofOccupancyforthe Project. SECTION 8.RequiredLocal Government Approvals. The required local governmentdevelopmentapprovalsfordevelopmentoftheProperty include,without limitation, thefollowing: 7 8.1 Siteplanapproval(s)andassociatedutilitylicenses,access,andright-of- wayutilization permits; 8.2 Construction plan approval(s); 8.3 Buildingpermit(s); 8.4 Certificate(s)ofoccupancy;and 8.5 Ordinance vacating the S. Gulfview Boulevard right-of-way adjacent to the westerly lot line of the Property. SECTION 9.FindingofConsistency.TheCityfindsthatdevelopmentofthe Property isconsistentwiththetermsofthisAgreementandisconsistentwiththeCity ComprehensivePlan andtheCode. SECTION10. Termination. Ifthe Developer'sobligationssetforthinthis Agreementarenotfollowedinatimelymanner,asreasonablydeterminedbytheCity Manager,afternoticetotheDeveloperandanopportunity tobeheard,existingpermits shallbeadministratively suspendedandissuanceofnewpermitssuspendeduntilthe Developerhasfulfilleditsobligations.Failuretotimelyfulfillitsobligationsmayserveas abasisforterminationofthisAgreementbytheCity,atthediscretionoftheCityand afternoticeto theDeveloperand an opportunityfortheDeveloperto beheard. SECTION11. OtherTermsandConditions. Exceptin thecaseoftermination, untilten(10)yearsafterthedateofthisAgreement,theCity mayapplylawsandpolicies adoptedsubsequently totheEffectiveDateofthisAgreementiftheCityhasheldapublic hearingand determined: (a)They arenotinconflictwiththelawsandpoliciesgoverning the Agreement and do not prevent development of the land uses, intensities, ordensities in theAgreement; (b)Theyareessential to thepublichealth, safety, orwelfare, andexpressly statethatthey shallapply toadevelopmentthatissubjecttoa development agreement; (c) Theyarespecificallyanticipated and provided forin this Agreement; (d) TheCitydemonstratesthatsubstantialchangeshaveoccurredin pertinentconditionsexisting atthetimeofapprovalofthisAgreement; or (e) ThisAgreementisbasedonsubstantiallyinaccurateinformation provided bytheDeveloper SECTION12. Compliance withLaw. Thefailure ofthisAgreementtoaddress anyparticularpermit,condition,termorrestrictionshallnotrelievetheDeveloperfrom thenecessity ofcomplyingwiththelawgoverningsuchpermittingrequirements, conditions, terms orrestrictions. 8 SECTION13. Notices. Noticesandcommunicationsrequiredordesiredtobegiven underthisAgreementshallbegiventothepartiesby handdelivery,by nationally recognizedovernightcourierservicesuchasFederalExpress,orby certifiedmail,return receiptrequested,addressedasfollows(copiesasprovidedbelowshall berequiredfor propernoticeto begiven): Ifto theDeveloper:Mainstream PartnersVIII,LTD. 10165 NW19th Street Miami, FL33172-2529 With Copyto:Mr. Antonio Fernandez Mainstream PartnersVIII,LTD. 2552 22nd Ave. N. St. Petersburg,FL33713 Ifto City:CityofClearwater, CityAttorney ATTN: PamelaAkin, Esq. 112 South OsceolaAvenue Clearwater, FL33756 Properly addressed, postage prepaid, notices or communications shall be deemed deliveredandreceivedonthedayofhanddelivery,thenextbusinessdayafterdeposit withanovernightcourierservicefornextday delivery,oronthethird(3rd)day following depositinthe UnitedStatesmail,certifiedmail,returnreceiptrequested.The partiesmay change the addressessetforthabove (includingthe additionof a mortgagee toreceive copies ofall notices), bynoticein accordancewith this Section. SECTION 14.Assignments. 14.1 BytheDeveloper: 14.1.1PriortotheCommencementDate,theDevelopermay sell,convey, assignorotherwisedisposeofanyorallofitsright,title,interestandobligations inandtotheProject,orany partthereof,only withthepriorwrittennoticetothe City,providedthatsuchparty (hereinafterreferredtoasthe"assignee"),tothe extent ofthesale,conveyance,assignment orotherdisposition bytheDeveloperto theassignee,shallbeboundby thetermsofthisAgreementthesameasthe DeveloperforsuchpartoftheProjectasis subjecttosuchsale,conveyance, assignment orotherdisposition. 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 9 execute an instrument evidencing such release, which shall be in recordable form. 14.1.3 AnassignmentoftheProject,orany partthereof,bytheDeveloper toany corporation,limitedpartnership,limitedliability company,general partnership,orjointventure,inwhichtheDeveloper(oranentity undercommon control with Developer) has either the controlling interest or through a joint venture or other arrangementsharesequalmanagementrightsandmaintainssuch controlling interestorequalmanagementrightsshallnotbedeemedanassignment ortransfersubjecttoanyrestrictiononorapprovalsofassignmentsortransfers imposedby thisAgreement,provided,however,thatnoticeofsuchassignment shallbegivenby theDevelopertotheCity notlessthanthirty (30)dayspriorto suchassignmentbeingeffectiveandtheassigneeshallbeboundbythetermsof thisAgreementtothesameextentaswouldthe Developerintheabsenceofsuch assignment. 14.1.4 Noassignee,purchaser,sublesseeoracquirerofalloranypartof theDeveloper'srightsandobligationswithrespecttoany oneParcelshallinany waybeobligatedorresponsibleforanyoftheDeveloper'sobligationswithrespect toany otherParcelbyvirtueofthisAgreementunlessanduntilsuchassignee, purchaser,sublesseeoracquirehasexpressly assumedtheDeveloper'ssuchother obligations. 14.2 SuccessorsandAssigns.Thetermshereincontainedshallbindandinureto the benefit of the City, and its successors and assigns, and the Developer and, as applicabletothepartiescomprising Developer,theirpersonalrepresentatives,trustees, heirs, successors and assigns, except as mayotherwisebespecificallyprovided herein. SECTION15. MinorNon-Compliance.TheDeveloperwillnotbedeemedto havefailedtocomply withthetermsofthisAgreementintheeventsuchnoncompliance, in the judgment of the City Manager, reasonably exercised, is of a minor or inconsequential nature. SECTION16. CovenantofCooperation.Thepartiesshallcooperatewithand deal with each other in good faith and assist each other in the performance of the provisionsofthisAgreementandinachievingthe completionofdevelopmentofthe Property. SECTION 17. Approvals.Whenever anapprovalor consentisrequiredunder or contemplatedby thisAgreementsuchapprovalorconsentshallnotbeunreasonably withheld,delayedor conditioned.Allsuchapprovalsandconsentsshallbe requestedand granted in writing. SECTION 18.Completionof Agreement.Uponthe completionof performance of this Agreement or its revocation or termination, a statement evidencing such completion, revocation ortermination shall besigned bytheparties heretoand recordedin theofficial records oftheCity. 10 SECTION 19. EntireAgreement. This Agreement (including any and all Exhibitsattachedheretoallof whichare a partofthisAgreementtothe same extentasif suchExhibitsweresetforthinfullinthebody ofthisAgreement),constitutestheentire agreement between theparties hereto pertainingto thesubject matterhereof. SECTION20.Construction.The titles,captionsandsectionnumbersinthis Agreementareinsertedforconvenientreferenceonly anddonotdefineorlimitthescope or intent and should not be used in the interpretation of anysection, subsection or provisionof thisAgreement.Whenever the contextrequiresor permits,the singular shall include the plural, and plural shall include the singular and any reference in this Agreementtothe Developer includesthe Developer'ssuccessorsorassigns.This AgreementwastheproductionofnegotiationsbetweenrepresentativesfortheCityand the Developer andthe language of theAgreementshouldbe givenitsplainandordinary meaningandshouldnotbestrictlyconstruedagainstany partyheretobasedupon draftsmanship.Ifany termorprovisionofthisAgreementissusceptibletomorethanone interpretation,one or more of whichrender itvalidandenforceable,andone or more of whichwouldrenderitinvalidor unenforceable,suchtermor provisionshallbe construed in amannerthat would renderit valid and enforceable. SECTION21. PartialInvalidity.Ifany termorprovisionofthisAgreementor theapplicationthereoftoanypersonorcircumstanceisdeclaredinvalidorunenforceable, theremainderofthisAgreement,includingany validportionoftheinvalidtermor provision and theapplication ofsuch invalid termorprovision to circumstances otherthan thoseastowhichitisheldinvalidorunenforceable,shallnotbeaffectedtherebyand shallwiththeremainderofthisAgreementcontinueunmodifiedandin fullforceand effect.Notwithstanding theforegoing,ifsuchresponsibilitiesofany party hereto,tothe extentthatthe purpose of thisAgreementor thebenefitssoughttobe receivedhereunder arefrustrated,suchpartyshallhavetherighttoterminatethisAgreementuponfifteen (15)days written noticeto theotherparties. SECTION22. CodeAmendments.Subsequently adoptedordinancesandcodes oftheCitywhichareofgeneralapplicationnotgoverningthedevelopmentoflandshall beapplicabletotheProperty,andsuchmodificationsarespecifically anticipatedinthis Agreement. SECTION23. GoverningLaw. ThisAgreementshallbe governedby,and construed in accordancewith thelaws oftheStateofFlorida. SECTION24. Counterparts. ThisAgreementmay beexecutedincounterparts, all ofwhich togethershall continueoneand thesameinstrument. SECTION 25. Amendment. This Agreement may be amended by mutual writtenconsentoftheCity andtheDevelopersolongastheamendmentmeetsthe requirements oftheAct,applicableCityordinances, and Floridalaw. INWITNESSWHEREOF,thepartieshaveheretoexecutedthisAgreementthe dateandyearfirstabovewritten. 11 In thePresenceof:MAINSTREAM PARTNERSVIII,LTD., aFloridalimited partnership BY:MAINSTREAMGP, LLC, itsGeneralPartner BY: EDWARD W. EASTON & COMPANY, INC., itManagingMember PrintName By: EdwardW. Easton, President PrintName As to “Developer” STATE OFFLORIDA COUNTY OFPINELLAS The foregoing Declaration was acknowledged before me this day of ,2014,by EdwardW.Easton,asPresidentofEdwardW.Easton& Company,Inc.,aFloridacorporation,theManaging MemberofMainstreamGP,LLC,a Floridalimitedliability company,asGeneralPartnerofMainstreamPartnersVIII,LTD,a Floridalimited partnership, on behalfoftheaforesaid entities. Heis [ ]personallyknown to meorhas [ ]produced as identification. Print: NotaryPublic–StateofFlorida MyCommission Expires: Countersigned: CITY OF CLEARWATER, FLORIDA ___________________________By:__________________________ George N. Cretekos William B. Horne II Mayor City Manager Approved as to form: Attest: ___________________________________________________________ Pamela K. Akin Rosemarie Call City Attorney City Clerk EXHIBIT“A” PROJECT LEGALDESCRIPTION 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 112AND 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. EXHIBIT“B” Survey, Conceptual SitePlan, and Architectural Drawings EXHIBIT“C” COVENANTREGARDINGHURRICANEEVACUATION AndDEVELOPMENT, USEAND OPERATION DECLARATION OFCOVENANTSAND RESTRICTIONS THISDECLARATIONOFCOVENANTSANDRESTRICTIONS("Declaration")is madeasofthe dayof ,2014,by MAINSTREAMPARTNERS VIII, LTD., aFloridalimited liabilitycompany("Developer"). DeveloperistheowneroffeesimpletitletotherealpropertydescribedinSchedule1 attached hereto and made a part hereof (hereinafter, the ("Real Property"). The City of Clearwater,Florida(the"City"),hasamendeditsComprehensivePlanto designateClearwater Beach as a Community Redevelopment District pursuant to the Pinellas County Planning CouncilRulesinordertoimplementtheprovisionsofBeachby Design,aplanforthe revitalization ofClearwaterBeach. ThedesignationofClearwaterBeachasaCommunity RedevelopmentDistrict(the "Designation")providesfortheallocationofHotelDensity ReserveUnitsasanincentiveforthe developmentofmid-sizequality hotels.PursuanttotheDesignation,theallocationofHotel DensityReserveUnitsissubjecttocompliancewithaseriesofperformancestandards,including arequirementthatresortscontainingahoteldevelopedwithHotelDensityReserveUnitsshall be closedandallGuestsevacuatedfromsuchhotelsassoonaspracticable after the National Hurricane Center postsahurricane watchthatincludesClearwaterBeach.The purpose of such evacuationistoensure thatsucha hotelisevacuatedinadvance of theperiodof time whena hurricaneevacuation would beexpected in advanceoftheapproach ofhurricaneforcewinds. TheCityhasgranted,byCityCouncilResolution , passedandapprovedon ,2014,Developer'sapplicationforHotelDensity ReserveUnitspursuanttothe Designation,subjecttoDeveloper'scompliance withthe requirementsofthe Designation. Developerdesiresfor itself, and itssuccessorsand assigns, asowner, to establish certain rights, duties,obligationsandresponsibilitieswithrespecttothe use andoperationof the RealProperty inaccordancewiththetermsandconditionsoftheallocationoftheHotelDensity ReserveUnits totheCityandtheDesignation,whichrights,duties,obligationsandresponsibilitiesshallbe bindingon anyandall successorsand assigns andwill run with thetitleto theReal Property. THEREFORE,inconsiderationofthecovenantsandrestrictionshereinsetforthandto be observedandperformed,andinfurther considerationof the allocationof HotelDensity ReserveUnitstoDeveloper,andothergoodandvaluableconsideration,thesufficiency ofwhich is herebyacknowledged,Developerherebydeclares, covenantsand agreesas follows: 1. Benefit and Enforcement. These covenants and restrictions are made for the benefitofDeveloperanditssuccessorsandassignsandshallbeenforceablebythemandalsofor thebenefitoftheresidentsoftheCity andshallbeenforceableonbehalfofsaidresidentsby the CityCouncil oftheCity. 2. CovenantofDevelopment,UseandOperation.Developerherebycovenantsand agreestothedevelopment,useandoperationoftheRealProperty inaccordancewiththe provisions ofthis Declaration. 2.1 Use. Theuseoftheresort on theReal Propertyis restricted asfollows: 2.1.1 180 units,100 of whichareunitsallocatedtoDeveloperfrom the HotelDensityReserve,shallbeusedsolelyfortransientoccupancyof one monthorthirty-one(31)consecutivedaysorless,mustbelicensedasa publiclodging establishmentandclassifiedasahotel,andmustbeoperated by asinglelicensed operatorofthe hotel. No unit shall be used as a primary or permanent residence. Accesstotheunitsmustbeprovided throughalobby and internalcorridor. Areservationsystemshallbe requiredasanintegralpartof the hoteluse andthere shallbe a lobby/front deskarea thatmustbe operatedasa typicallobby/frontdeskareafora hotelwouldbeoperated. Allunitsshall berequiredtobesubmittedtoa rentalprogramrequiring theunitstobe availableformembersofthepublic asovernighthotelguestsonatransientbasis atalltimes. Nounitshall haveacompletekitchenfacility asthattermisusedin thedefinitionof “dwelling unit”intheCode. Developershallmakeavailablefor inspection to authorized representatives of the City its books and records pertainingtoeachunituponreasonablenoticetoconfirm compliancewith theseregulationsasallowedby generallaw. TheDeveloper agreesto comply withtheDesignGuidelinesassetforthinSectionVIIofBeach by Design. 2.1.2Asusedherein,the terms"transientoccupancy,""publiclodging establishment,""hotel”,and"operator"shallhavethemeaninggivento such terms in FloridaStatutesChapter509, PartI. 2.2 Closure of Improvements and Evacuation. The Hotel developed on the Real Propertyshallbeclosedassoonaspracticableupontheissuanceofahurricanewatchbythe NationalHurricane Center,whichhurricane watchincludesClearwater Beach,andallHotel guests,visitorsandemployeesotherthanemergencyandsecuritypersonnelrequiredtoprotect theresort,shallbeevacuatedfromtheHotelassoonaspracticablefollowing theissuanceofsaid hurricanewatch.IntheeventthattheNationalHurricaneCentershallmodify theterminology employed to warn of the approach of hurricane force winds, the closure and evacuation provisionsofthisDeclarationshallbe governedbythelevelofwarningemployed bythe NationalHurricane Centerwhichprecedesthe issuance ofa forecastofprobable landfallinorder toensurethattheguests,visitorsandemployeeswillbeevacuatedinadvanceoftheissuanceof aforecast ofprobablelandfall. 3 Effective Date. This Declaration shall become effective upon issuance of all building permitsrequiredtobuildtheproject("Project")andDeveloper's commencementof constructionoftheProject,asevidencedby aNoticeof CommencementfortheProject.This Declarationshallexpireandterminateautomatically ifandwhentheallocationofReserveUnits to theDeveloperexpires oris terminated. 4 Governing Law. ThisDeclarationshall be construed in accordance with and governed bythelaws oftheStateofFlorida. 5 Recording.ThisDeclarationshallberecordedinthechainoftitleof theReal Propertywith theClerk oftheCourts ofPinellas County, Florida. 6 Attorneys'Fees.DevelopershallreimbursetheCityforanyexpenses, including reasonableattorneys'fees,whichareincurredbytheCity intheeventthatthe City determines thatitisnecessary andappropriatetoseekjudicialenforcementofthis DeclarationandtheCity obtainsrelief,whetherby agreementofthepartiesorthrough orderofacourtofcompetent jurisdiction. 7 Severability. If any provision, or part thereof, of this Declaration or the applicationofthisDeclarationtoanypersonorcircumstancewillbeoris declaredtoanyextent tobe invalidor unenforceable,the remainder ofthisDeclaration,or the applicationof such provisionorportionthereoftoanypersonorcircumstance,shall notbeaffectedthereby,and eachandevery otherprovisionofthisDeclarationshallbe validandenforceabletothefullest extent permitted bylaw. INWITNESSWHEREOF, Developerhas causedthis Declaration to beexecuted this dayof , 2014. In thePresenceof:MAINSTREAM PARTNERSVIII,LTD., aFloridalimited partnership BY:MAINSTREAMGP, LLC, itsGeneralPartner BY: EDWARD W. EASTON & COMPANY, INC., itManagingMember PrintName By: EdwardW. Easton, President PrintName As to “Developer” STATE OFFLORIDA COUNTY OFPINELLAS The foregoing Declaration was acknowledged before me this day of ,2014,by EdwardW.Easton,asPresidentofEdwardW.Easton& Company,Inc.,aFloridacorporation,theManaging MemberofMainstreamGP,LLC,a Floridalimitedliability company,asGeneralPartnerofMainstreamPartnersVIII,LTD,a Floridalimited partnership, on behalfoftheaforesaid entities. Heis [ ]personallyknown to meorhas [ ]produced as identification. Print: NotaryPublic–StateofFlorida MyCommission Expires: CITY OF CLEARWATER, FLORIDA By: William B. Horne II City Manager Attest: __________________________________ Rosemarie Call, City Clerk Countersigned: __________________________________ George N. Cretekos, Mayor Approved as to Form: __________________________________ Leslie K. Dougall-Sides Assistant City Attorney STATE OF FLORIDA COUNTYOF PINELLAS The foregoing instrument was acknowledged before me this _____ day of _______________, 2014, by GEORGE N. CRETEKOS, as Mayor of the City of Clearwater, Florida, who is [ ] personally known to me or has [ ] produced _________________________________ as identification. __________________________________ Notary Public Print Name:_________________________ 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. __________________________________ Notary Public Print Name:_________________________ My Commission Expires SCHEDULE “A” 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 ALLOF 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. EXHIBIT“D” COVENANTOFUNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: COVENANTOFUNIFIED USE THISCOVENANTOFUNIFIEDUSE(the"Covenant")isexecutedthis dayof , 2014, by (“Developer"). WITNESSETH: WHEREAS,DeveloperistheowneroftherealpropertylegallydescribedonSchedule "A"attached hereto and incorporated herein byreference(the"Real Property"); and WHEREAS,DeveloperandtheCityofClearwater,Florida(the"City")arepartiestothat certainHotel Density Reserve Development Agreement dated , 201 (the "Agreement"),pursuanttowhichtheCityhasagreedthatDevelopermaydevelopandconstruct upon theReal Propertyahotel project as describedin theAgreement(the"Project"); and WHEREAS,DeveloperintendstodevelopandoperatetheRealPropertyforaunified use, as moreparticularlydescribed in this Covenant. NOW,THEREFORE,inconsiderationofthesumofTenDollars($10.00)andother goodandvaluableconsideration,thereceiptandsufficiency ofwhicharehereby acknowledged, Developerdoesherebyagreethat,effectiveasofthedateonwhichDeveloperreceivesall permitsrequiredtoconstructthe ProjectandDevelopercommencesconstructionthereof,as evidencedbyaNoticeofCommencementfortheProject,theRealProperty shallbedeveloped andoperatedasalimited-servicehotelproject,asdescribedintheAgreement.Therestrictions setforthintheprecedingsentenceshallexpireautomatically whenandifDeveloper'sallocation ofadditionalhotelunits(asdefinedintheAgreement)expiresoristerminated.Nothing inthis AgreementshallrequireDevelopertodeveloptheProjectorrestrictDeveloper'sability tosell, assign,transferorotherwiseconveyitsrightinandtotheRealPropertyoranyportionor portionsthereoftounrelatedthird-parties.DeveloperagreesthattheCity shallhavetherightto enforcethetermsand conditions ofthis Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator. INWITNESSWHEREOF,DeveloperhascausedthisAgreementtobe executed this dayof , 2014. In thePresenceof:MAINSTREAM PARTNERSVIII,LTD., aFloridalimited partnership BY:MAINSTREAMGP, LLC, itsGeneralPartner BY: EDWARD W. EASTON & COMPANY, INC., itManagingMember PrintName By: EdwardW. Easton, President PrintName As to “Developer” STATE OFFLORIDA COUNTY OFPINELLAS The foregoing Declaration was acknowledged before me this day of ,2014,by EdwardW.Easton,asPresidentofEdwardW.Easton& Company,Inc.,aFloridacorporation,theManaging MemberofMainstreamGP,LLC,a Floridalimitedliability company,asGeneralPartnerofMainstreamPartnersVIII,LTD,a Floridalimited partnership, on behalfoftheaforesaid entities. Heis [ ]personallyknown to meorhas [ ]produced as identification. Print: NotaryPublic–StateofFlorida MyCommission Expires: CITY OF CLEARWATER, FLORIDA By: William B. Horne II City Manager Attest: __________________________________ Rosemarie Call, City Clerk Countersigned: __________________________________ George N. Cretekos, Mayor Approved as to Form: __________________________________ Leslie K. Dougall-Sides Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of _______________, 201__, by GEORGE N. CRETEKOS, asMayor of the City of Clearwater, Florida, who is [ ] personally known to me or has [ ] produced _________________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ______ day of ____________________, 201__, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [ ] personally known to me or who has [ ] produced _____________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires SCHEDULE “A” 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, OFTHE 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. IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 0 0 1 2- 2 8 - 2 0 1 4 MI S C V I E W S MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 0 0 2 2- 2 8 - 2 0 1 4 MI S C V I E W S MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA A- 2 0 2 1 A- 2 0 1 A- 2 0 2 A- 2 0 1 1 2 2 PO O L D E C K PL A Z A D E C K 13 - S T O R Y H O T E L PA R K I N G D E C K AN D R A M P PA R K I N G EN T R Y SE R V I C E DR I V E PA R K I N G RA M P P/ L P/ L P/ L P/L P/L P/LP/L EX I S T I N G 5- S T O R Y BU I L D I N G EX I S T I N G 5- S T O R Y BU I L D I N G C C CL ZON E VE (B AS E 1 4') Z O N E V E ( B A S E 1 3 ' ) Z O N E A E ( B A S E 1 1 ' ) Z O N E A E ( B A S E 1 2 ' ) Z O NE V E ( BA S E 13' ) Z O N E A E ( B A S E 1 2 ' ) GU L F V I E W B O U L E V A R D CO R O N A D O D R I V E 14 " p p 10' - 1 1/2" 0' - 6" 10 ' - 0 " A- 2 0 3 2 A- 2 0 4 2 A- 2 0 3 1 A- 2 0 4 1 SETBACK 10' - 0" SETBACK 10' - 0" SETBACK 10' - 0" SETBACK 10' - 0" 0' S E T B A C K SETBACK 15' - 0" LA N D S C A P E PL A N T E R S LA N D S C A P E PL A N T E R S LA N D S C A P E LA N D S C A P E LA N D S C A P E SI D E W A L K PE D E S T R I A N EN T R Y LANDSCAPE LANDSCAPE LANDSCAPE PU B L I C P L A Z A AR E A IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 0 0 3 2- 2 8 - 2 0 1 4 SI T E P L A N MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 1 " = 2 0 ' - 0 " 1 Si t e PR O J E C T NO R T H UP UP UP UP A- 2 0 2 1 A- 2 0 1 A- 2 0 2 A- 2 0 1 1 2 2 GA R A G E EN T R Y 3 BA C K O F HO U S E ST A I R ST A I R 9 9 4 12 14 8 3 84 S P A C E S 8 5 5 4 12% RAMP UP 11% RAMP UP P/ L P/ L P/ L P/L P/L P/LP/L ST A I R HO T E L EN T R Y EL E V LO B B Y 18 ' - 0 " 2 4 ' - 0 " 1 8 ' - 0 " 18 ' - 0 " 2 5 ' - 9 " 1 8 ' - 0 " 1 8 ' - 0 " 2 4 ' - 0 " 1 8 ' - 0 " 18' - 0"27' - 0" 24 ' - 0 " 7 ' - 0 " 18' - 0"30' - 0"18' - 0" 24' - 0"6' - 8" 24' - 0" 16' - 2"91' - 8 1/2"96' - 9 1/2"14' - 6" 219' - 2" 88 ' - 0 " 2 0 ' - 6 " 9 2 ' - 6 " 1 8 ' - 4 " 21 9 ' - 4 " 7' - 0 1 / 2 " TY P . 9' - 0 " 72 ' - 1 " 6 4 ' - 1 " 6 2 ' - 6 " 3 0 ' - 0 " 1 4 ' - 5 " 24 3 ' - 1 " 4' - 0"8' - 0"23' - 10"100' - 0"20' - 0" A- 2 0 3 2 A- 2 0 4 2 A- 2 0 3 1 A- 2 0 4 1 IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 1 0 1 2- 2 8 - 2 0 1 4 GR O U N D LE V E L P L A N MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 1 / 1 6 " = 1 ' - 0 " 1 Le v e l 1 - G r a d e PR O J E C T NO R T H DN UP DN UP UP DN DN A- 2 0 2 1 A- 2 0 1 A- 2 0 2 A- 2 0 1 1 2 2 9 8 7 3 12 RA M P DO W N 11% RAMP DOWN 4 12% 43 S P A C E S ST A I R ST A I R OP E N T O BE L O W OP E N T O BE L O W BO H PU B L I C / L O B B Y DI N I N G / C O M M E R C I A L TE R R A C E PL A Z A RAMP UP RAMP DN ST A I R P/ L P/ L P/ L P/L P/L P/LP/L EN T R Y DR I V E BE L O W BU I L D I N G AB O V E BU I L D I N G AB O V E 9% 12% 18 ' - 0 " 2 4 ' - 0 " 1 8 ' - 2 " 18 ' - 0 " 2 4 ' - 0 " 1 0 ' - 1 1 1 / 2 " 24' - 0" 24' - 0"6' - 0" A- 2 0 3 2 A- 2 0 4 2 A- 2 0 3 1 A- 2 0 4 1 IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 1 0 2 2- 2 8 - 2 0 1 4 LE V E L T W O PL A N MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 1 / 1 6 " = 1 ' - 0 " 1 Le v e l 2 PR O J E C T NO R T H PR O J E C T NO R T H DN UP DN UP DN UP A- 2 0 2 1 A- 2 0 1 A- 2 0 2 A- 2 0 1 1 2 2 12%12% RAMP UP RAMP DN 8 65 S P A C E S 8 12 18 811 LO B B Y ST A I R ST A I R P/ L P/ L P/ L P/L P/L P/LP/L 18' - 0"27' - 0" 18 ' - 0 " 2 4 ' - 0 " 1 8 ' - 0 " 1 8 ' - 0 " 2 4 ' - 0 " 1 8 ' - 0 " 18' - 0"24' - 0"6' - 0" PA R K I N G BE L O W PA R K I N G BE L O W A- 2 0 3 2 A- 2 0 4 2 A- 2 0 3 1 A- 2 0 4 1 IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 1 0 3 2- 2 8 - 2 0 1 4 LE V E L T H R E E PL A N MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 1 / 1 6 " = 1 ' - 0 " 1 Le v e l 3 PR O J E C T NO R T H DN UP DN UP DN A- 2 0 2 1 A- 2 0 1 A- 2 0 2 A- 2 0 1 1 2 2 12% 9 RAMP DN 42 S P A C E S 79 0 3 S F ME E T I N G / P R E - F U N C T I O N S 3 7 7 5 11 PO O L AB O V E LO B B Y ST A I R ST A I R PA R K I N G BE L O W PA R K I N G BE L O W ST A I R P/ L P/ L P/ L P/L P/L P/LP/L ME C H ME C H ME C H ST O R A G E 79' - 6" 18 ' - 0 " 2 4 ' - 0 " 1 8 ' - 0 " 1 8 ' - 0 " 2 4 ' - 0 " 1 8 ' - 0 " 15' - 0" 18' - 0"27' - 0" 27' - 0" A- 2 0 3 2 A- 2 0 4 2 A- 2 0 3 1 A- 2 0 4 1 IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 1 0 4 2- 2 8 - 2 0 1 4 LE V E L F O U R PL A N MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 1 / 1 6 " = 1 ' - 0 " 1 Le v e l 4 PR O J E C T NO R T H DN DN DN UP DN UP A- 2 0 2 1 A- 2 0 1 A- 2 0 2 A- 2 0 1 1 2 2 EL E V LO B B Y ST A I R ST A I R BO A R D RO O M QQ / K QQ / K QQ / K QQ / K QQ / K QQ / K QQ / K SU I T E SU I T E QQ / K Q Q / K Q Q / K Q Q / K Q Q / K S U I T E S U I T E S U I T E CO R R I D O R RO O F BE L O W PA R K I N G BE L O W PA R K I N G BE L O W EX E R C I S E / P O O L BA R UP P E R PO O L PL A Z A PO O L LO W E R PO O L PL A Z A P/ L P/ L P/ L P/L P/L P/LP/L A- 2 0 3 2 A- 2 0 4 2 A- 2 0 3 1 A- 2 0 4 1 IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 1 0 5 2- 2 8 - 2 0 1 4 LE V E L F I V E PL A N MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 1 / 1 6 " = 1 ' - 0 " 1 Le v e l 5 PR O J E C T NO R T H DN UP DN UP A- 2 0 2 1 A- 2 0 1 A- 2 0 2 A- 2 0 1 1 2 2 SU I T E QQ / K QQ / K Q Q / K Q Q / K Q Q / K S U I T E S U I T E S U I T E S U I T E S U I T E Q Q / K Q Q / K Q Q / K SU I T E Q Q / K Q Q / K Q Q / K Q Q / K Q Q / K Q Q / K Q Q / K QQ / K QQ / K EL E V LO B B Y HS K P CO R R I D O R P/ L P/ L P/ L P/L P/L P/LP/L A- 2 0 3 2 A- 2 0 4 2 A- 2 0 3 1 A- 2 0 4 1 IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 1 0 6 2- 2 8 - 2 0 1 4 LE V E L S I X - NI N E P L A N MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 1 / 1 6 " = 1 ' - 0 " 1 Le v e l 6 - 9 PR O J E C T NO R T H DN UP A- 2 0 2 1 A- 2 0 1 A- 2 0 2 A- 2 0 1 1 2 2 QQ / K Q Q / K Q Q / K Q Q / K Q Q / K SU I T E S U I T E S U I T E S U I T E S U I T E CO R R I D O R SU I T E Q Q / K Q Q / K Q Q / K Q Q / K Q Q / K Q Q / K ST A I R ST A I R HS K P RO O F BE L O W RO O F BE L O W PL A Z A BE L O W P/ L P/ L P/ L P/L P/L P/LP/L A- 2 0 3 2 A- 2 0 4 2 A- 2 0 3 1 A- 2 0 4 1 IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 1 0 7 2- 2 8 - 2 0 1 4 LE V E L T E N - TH I R T E E N PL A N MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 1 / 1 6 " = 1 ' - 0 " 1 Le v e l 1 0 - 1 3 PR O J E C T NO R T H Le v e l 2 0' - 0 " Le v e l 3 14 ' - 0 " BF E -2 ' - 0 " Se a L e v e l -1 6 ' - 0 " Le v e l 1 - G r a d e -1 1 ' - 0 " Le v e l 4 24 ' - 8 " Le v e l 5 39 ' - 4 " Le v e l 6 50 ' - 0 " Le v e l 7 60 ' - 8 " Le v e l 8 71 ' - 4 " Le v e l 9 82 ' - 0 " Le v e l 1 0 94 ' - 0 " Le v e l 1 1 10 4 ' - 8 " Le v e l 1 2 11 5 ' - 4 " Le v e l 1 3 12 6 ' - 0 " Ro o f 13 8 ' - 0 " To p o f E l e v a t o r Ov e r r u n 14 6 ' - 8 " Le v e l 4 . 5 34 ' - 0 " 14' - 0"10' - 8"9' - 4"5' - 4"10' - 8"10' - 8"10' - 8"10' - 8"12' - 0"10' - 8"10' - 8"10' - 8"12' - 0"8' - 8" 140' - 0" 9' - 0" 2' - 0" ST E P B A C K 38 ' - 8 " ST E P B A C K 16 ' - 6 " P/ L P/ L P/ L ST E P B A C K 59 ' - 4 " 148' - 8" 100' - 0" Le v e l 2 0' - 0 " Le v e l 3 14 ' - 0 " BF E -2 ' - 0 " Se a L e v e l -1 6 ' - 0 " Le v e l 1 - G r a d e -1 1 ' - 0 " Le v e l 4 24 ' - 8 " Le v e l 5 39 ' - 4 " Le v e l 6 50 ' - 0 " Le v e l 7 60 ' - 8 " Le v e l 8 71 ' - 4 " Le v e l 9 82 ' - 0 " Le v e l 1 0 94 ' - 0 " Le v e l 1 1 10 4 ' - 8 " Le v e l 1 2 11 5 ' - 4 " Le v e l 1 3 12 6 ' - 0 " Ro o f 13 8 ' - 0 " To p o f E l e v a t o r Ov e r r u n 14 6 ' - 8 " Le v e l 4 . 5 34 ' - 0 " 140' - 0" 8' - 8"12' - 0"10' - 8"10' - 8"10' - 8"12' - 0"10' - 8"10' - 8"10' - 8"10' - 8"5' - 4"9' - 4"10' - 8"14' - 0" 2' - 0" 9' - 0" ST E P B A C K 14 ' - 6 " ST E P B A C K 38 ' - 8 " P/ L P/ L 148' - 8" 100' - 0" IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 2 0 1 2- 2 8 - 2 0 1 4 EX T E R I O R EL E V A T I O N S MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 1 / 1 6 " = 1 ' - 0 " 1 We s t 1 / 1 6 " = 1 ' - 0 " 2 Ea s t Le v e l 2 0' - 0 " Le v e l 3 14 ' - 0 " BF E -2 ' - 0 " Se a L e v e l -1 6 ' - 0 " Le v e l 1 - G r a d e -1 1 ' - 0 " Le v e l 4 24 ' - 8 " Le v e l 5 39 ' - 4 " Le v e l 6 50 ' - 0 " Le v e l 7 60 ' - 8 " Le v e l 8 71 ' - 4 " Le v e l 9 82 ' - 0 " Le v e l 1 0 94 ' - 0 " Le v e l 1 1 10 4 ' - 8 " Le v e l 1 2 11 5 ' - 4 " Le v e l 1 3 12 6 ' - 0 " Ro o f 13 8 ' - 0 " To p o f E l e v a t o r Ov e r r u n 14 6 ' - 8 " Le v e l 4 . 5 34 ' - 0 " 140' - 0" 8' - 8"12' - 0"10' - 8"10' - 8"10' - 8"12' - 0"10' - 8"10' - 8"10' - 8"10' - 8"5' - 4"9' - 4"10' - 8"14' - 0" 2' - 0" ST E P B A C K 21 ' - 2 " ST E P B A C K 92 ' - 6 " ST E P B A C K 32 ' - 6 " P/ L P/ L 148' - 8" 9' - 0" 100' - 0" Le v e l 2 0' - 0 " Le v e l 3 14 ' - 0 " BF E -2 ' - 0 " Se a L e v e l -1 6 ' - 0 " Le v e l 1 - G r a d e -1 1 ' - 0 " Le v e l 4 24 ' - 8 " Le v e l 5 39 ' - 4 " Le v e l 6 50 ' - 0 " Le v e l 7 60 ' - 8 " Le v e l 8 71 ' - 4 " Le v e l 9 82 ' - 0 " Le v e l 1 0 94 ' - 0 " Le v e l 1 1 10 4 ' - 8 " Le v e l 1 2 11 5 ' - 4 " Le v e l 1 3 12 6 ' - 0 " Ro o f 13 8 ' - 0 " To p o f E l e v a t o r Ov e r r u n 14 6 ' - 8 " Le v e l 4 . 5 34 ' - 0 " 8' - 8"12' - 0"10' - 8"10' - 8"10' - 8"12' - 0"10' - 8"10' - 8"10' - 8"10' - 8"5' - 4"9' - 4"10' - 8"14' - 0" 2' - 0" 9' - 0" ST E P B A C K 92 ' - 6 " ST E P B A C K 53 ' - 8 " P/ L 15 ' - 6 " P/ L 140' - 0" 148' - 8" 100' - 0" IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 2 0 2 2- 2 8 - 2 0 1 4 EX T E R I O R EL E V A T I O N S MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 1 / 1 6 " = 1 ' - 0 " 1 No r t h 1 / 1 6 " = 1 ' - 0 " 2 So u t h Le v e l 2 0' - 0 " Le v e l 3 14 ' - 0 " BF E -2 ' - 0 " Se a L e v e l -1 6 ' - 0 " Le v e l 1 - G r a d e -1 1 ' - 0 " Le v e l 4 24 ' - 8 " Le v e l 5 39 ' - 4 " Le v e l 6 50 ' - 0 " Le v e l 7 60 ' - 8 " Le v e l 8 71 ' - 4 " Le v e l 9 82 ' - 0 " Le v e l 1 0 94 ' - 0 " Le v e l 1 1 10 4 ' - 8 " Le v e l 1 2 11 5 ' - 4 " Le v e l 1 3 12 6 ' - 0 " Ro o f 13 8 ' - 0 " To p o f E l e v a t o r Ov e r r u n 14 6 ' - 8 " Le v e l 4 . 5 34 ' - 0 " 150' - 0" 45' - 0" P/ L P/ L Le v e l 2 0' - 0 " Le v e l 3 14 ' - 0 " BF E -2 ' - 0 " Se a L e v e l -1 6 ' - 0 " Le v e l 1 - G r a d e -1 1 ' - 0 " Le v e l 4 24 ' - 8 " Le v e l 5 39 ' - 4 " Le v e l 6 50 ' - 0 " Le v e l 7 60 ' - 8 " Le v e l 8 71 ' - 4 " Le v e l 9 82 ' - 0 " Le v e l 1 0 94 ' - 0 " Le v e l 1 1 10 4 ' - 8 " Le v e l 1 2 11 5 ' - 4 " Le v e l 1 3 12 6 ' - 0 " Ro o f 13 8 ' - 0 " To p o f E l e v a t o r Ov e r r u n 14 6 ' - 8 " Le v e l 4 . 5 34 ' - 0 " 150' - 0" 45' - 0" P/ L P/ L TH E O R E T I C A L AR E A S AC T U A L A R E A % 24 , 0 6 2 S Q F T . 1 8 % EL E V A T I O N NO R T H 24 , 0 1 0 S Q F T . 3 3 % SO U T H 22 , 6 2 0 S Q F T . 0 S Q . F T . 1 0 0 % EA S T 22 , 7 6 0 S Q F T . 0 S Q . F T . 1 0 0 % WE S T 93 , 4 5 2 S Q F T . 1 1 , 9 7 3 S Q . F T . 1 3 % TO T A L : IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 2 0 3 2- 2 8 - 2 0 1 4 TH E O R E T I C A L EL E V A T I O N S MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 1 / 1 6 " = 1 ' - 0 " 1 Th e o r e t i c a l W e s t E l e v a t i o n 1 / 1 6 " = 1 ' - 0 " 2 Th e o r e t i c a l E a s t E l e v a t i o n Le v e l 2 0' - 0 " Le v e l 3 14 ' - 0 " BF E -2 ' - 0 " Se a L e v e l -1 6 ' - 0 " Le v e l 1 - G r a d e -1 1 ' - 0 " Le v e l 4 24 ' - 8 " Le v e l 5 39 ' - 4 " Le v e l 6 50 ' - 0 " Le v e l 7 60 ' - 8 " Le v e l 8 71 ' - 4 " Le v e l 9 82 ' - 0 " Le v e l 1 0 94 ' - 0 " Le v e l 1 1 10 4 ' - 8 " Le v e l 1 2 11 5 ' - 4 " Le v e l 1 3 12 6 ' - 0 " Ro o f 13 8 ' - 0 " To p o f E l e v a t o r Ov e r r u n 14 6 ' - 8 " Le v e l 4 . 5 34 ' - 0 " P/ L P/ L 150' - 0" 45' - 0" TH E O R E T I C A L AR E A S AC T U A L A R E A % 24 , 0 6 2 S Q F T . 4 , 1 8 2 S Q . F T . 1 8 % EL E V A T I O N NO R T H 24 , 0 1 0 S Q F T . 7 , 7 9 1 S Q . F T . 3 3 % SO U T H 22 , 6 2 0 S Q F T . 0 S Q . F T . 1 0 0 % EA S T 22 , 7 6 0 S Q F T . 0 S Q . F T . 1 0 0 % WE S T 93 , 4 5 2 S Q F T . 1 1 , 9 7 3 S Q . F T . 1 3 % TO T A L : Le v e l 2 0' - 0 " Le v e l 3 14 ' - 0 " BF E -2 ' - 0 " Se a L e v e l -1 6 ' - 0 " Le v e l 1 - G r a d e -1 1 ' - 0 " Le v e l 4 24 ' - 8 " Le v e l 5 39 ' - 4 " Le v e l 6 50 ' - 0 " Le v e l 7 60 ' - 8 " Le v e l 8 71 ' - 4 " Le v e l 9 82 ' - 0 " Le v e l 1 0 94 ' - 0 " Le v e l 1 1 10 4 ' - 8 " Le v e l 1 2 11 5 ' - 4 " Le v e l 1 3 12 6 ' - 0 " Ro o f 13 8 ' - 0 " To p o f E l e v a t o r Ov e r r u n 14 6 ' - 8 " Le v e l 4 . 5 34 ' - 0 " 150' - 0" 45' - 0" P/ L P/ L IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 2 0 4 2- 2 8 - 2 0 1 4 TH E O R E T I C A L EL E V A T I O N S MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 1 / 1 6 " = 1 ' - 0 " 1 Th e o r e t i c a l N o r t h E l e v a t i o n 1 / 1 6 " = 1 ' - 0 " 2 Th e o r e t i c a l S o u t h E l e v a t i o n 2 1 ' - 6 " 5 9 ' - 0 " 4 3 ' - 4 " 2 0 ' - 0 " 7 2 ' - 4 " G ULFVIE W BO ULEVARD C O R O NAD O D RIVE 88' - 0" 20' - 6" 92' - 6" 14' - 5" 72' - 1" 64' - 1" 62' - 6" 30' - 0" 14' - 5" 4 ' - 0 " 1 4 ' - 6 " 9 6 ' - 9 1 / 2 " 9 1 ' - 8 1 / 2 " 1 6 ' - 2 " G ULFVIE W B O ULEVARD C O R O NAD O D RIVE 15 ' C O R O N A D O D R I V E ST E P B A C K 15 ' C O R O N A D O D R I V E ST E P B A C K 83' - 1 1/2" 7' - 0 1/2" 7 2 ' - 1 " 6 4 ' - 1 " 6 2 ' - 6 " 3 0 ' - 0 " 1 4 ' - 5 " 72' - 4" 20' - 0" 43' - 4" 59' - 0" G U L F V I E W B O U L E V A R D C O R O N A D O D R I V E 15 ' C O R O N A D O D R I V E ST E P B A C K 15 ' C O R O N A D O D R I V E ST E P B A C K 16' - 2" 91' - 8 1/2" 96' - 9 1/2" 14' - 6" 4' - 0" 3 ' - 5 " 1 4 ' - 3 1 / 2 " 9 2 ' - 5 1 / 2 " 2 0 ' - 7 1 / 2 " 8 8 ' - 1 1 " G U L F V I E W B O U L E V A R D C O R O N A D O D R I V E IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 3 0 1 2- 2 8 - 2 0 1 4 MA S S I N G ST U D Y MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 4 MA S S M O D E L - S W C O R N E R 2 MA S S M O D E L - N E C O R N E R 3 MA S S M O D E L - S E C O R N E R 1 MA S S M O D E L - N W C O R N E R IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 3 0 2 2- 2 8 - 2 0 1 4 IS O M E T R I C ST U D Y MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA 2 3D M O D E L - N E C O R N E R 1 3D M O D E L - N W C O R N E R 3 3D M O D E L - S E C O R N E R 4 3D M O D E L - S W C O R N E R R 500' - 0" R 5 0 0 ' - 0 " 23 3 ' R 5 0 0' - 0" R 8 0 0 ' - 0 " 10 0 ' - 0 " 100' - 0" BU I L D I N G S O V E R 1 0 0 ' H E I G H T 80 0 ' R A D I U S B E T W E E N B U I L D I N G S 50 0 ' R A D I U S B E T W E E N B U I L D I N G S 10 0 ' B U I L D I N G S E P A R A T I O N IS T V A N L . P E T E R A N E C Z AR 9 4 5 3 3 FL O R I D A IS S U E D A T E : PR O J E C T T I T L E : IS S U E D D R A W I N G L O G : PR O J E C T N O : DR A W I N G T I T L E : SH E E T : IT E M : DA T E : $ $         &/ ( $ 5 : $ 7 ( 5    5 R J H U V  6 W U H H W        W               _  I               7K L V   G U D Z L Q J V  L V  W K H  S U R S H U W \  R I  E H K D U  S H W H U D Q H F ]   L Q F   D Q G  P D \  Q R W  E H  X V H G RU  U H S U R G X F H G  Z L W K R X W  Z U L W W H Q SH U P L V V L R Q  I U R P  E H K D U    S H W H U D Q H F ]  LQ F  A- 3 0 3 2- 2 8 - 2 0 1 4 BU I L D I N G SE P A R A T I O N S MA I 1 4 . 0 1 DV A A P P L I C A T I O N MAINSTREAM HOTEL PARCEL A CLEARWATER, FLORIDA Resolution No. 14-11 RESOLUTION NO. 14-11 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CLEARWATER AND MAINSTREAM PARTNERS VIII, LTD.; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Clearwater is desirous of entering into a development agreement with Mainstream Partners VIII, LTD.; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section1. The Development Agreement between the City of Clearwater and Mainstream Partners VIII, LTD., a copy of which is attached as Exhibit “A,” is hereby approved. Section 2. This resolution shall take effect immediately upon adoption. Section 3. The City Clerk is directed to submit arecorded copy of the Development Agreement to the state land planning agency no later than fourteen (14) days after the Development Agreement is recorded. PASSED AND ADOPTED this _______ day of _____________, 2014. ____________________________ George N. Cretekos Mayor Approved as to form: Attest: _______________________________________________________ Leslie K. Dougall-Sides Rosemarie Call City Attorney City Clerk GM13-1420-130/149356/1 HOTELDENSITYRESERVEDEVELOPMENTAGREEMENT THIS HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT ("Agreement")isdatedthe dayof ,2014,andenteredinto between MAINSTREAM PARTNERSVIII,LTD.(“Developer"),itssuccessorsand assigns,andthe CITYOF CLEARWATER,FLORIDA,amunicipalcorporationofthe StateofFloridaactingthrough its CityCouncil, thegoverningbodythereof("City"). RECITALS: WHEREAS,oneofthemajorelementsoftheCity'srevitalizationeffortisa specialareaplanfortherevitalizationofClearwaterBeachadoptedundertheprovisions ofthe Florida GrowthManagementAct,FloridaStatutesChapter163,PartII,andentitled Beach byDesign; and WHEREAS,Florida StatutesSections163.3220-163.3243,theFloridaLocal Government Development Agreement Act ("Act"), authorize the City to enter into binding developmentagreementswithpersonshaving alegalorequitableinterestinreal propertylocated within thecorporatelimits oftheCity; and WHEREAS,underSection163.3223oftheAct,theCityhasadoptedSection4- 606oftheCity ofClearwaterCommunity DevelopmentCode("Code"),establishing procedures and requirements to considerand enterinto development agreements; and WHEREAS,BeachbyDesignproposedthedevelopmentofhotelunitstoequalize developmentopportunitiesonthebeachandensure ClearwaterBeachremainsa quality, family resortcommunity,andfurtherprovidedforalimitedpoolofadditionalhotelunits ("Hotel DensityReserve")to bemadeavailableforsuch mid-sized hotel projects; and WHEREAS,theDeveloperowns1.6acresofrealproperty ("Property")inthe corporatelimitsoftheCity,moreparticularlydescribedonExhibit"A"attachedhereto and incorporated herein; and WHEREAS, the Developer desires to develop the Property by demolishing existing hotelroomsandotherusesinordertoconstructOneHundredEighty (180) overnightaccommodationunits, meeting spaceforguestuse,pool,newlobbyandparking with parking spaces, generally conforming to the architectural elevation dimensions shown in compositeExhibit “B”(collectively, the improvements are the Project); and WHEREAS,theProperty hasnotpreviouslyacquireddensityfromtheDestination Resort DensityPool; and WHEREAS,uponcompletionthe plannedresortwillcontain180overnight accommodationunits,whichincludes100unitsfromtheavailableHotelDensity Reserve (“ReserveUnits”); and GM13-1420-130/149356/1 WHEREAS,theCityhasconductedsuchpublichearingsasarerequiredbyandin accordance withFloridaStatutesSection163.3225,Code Sections4-206and4-606,and anyotherapplicablelaw;and WHEREAS,theCityhasdeterminedthat,asofthedateofthisAgreement,the proposedprojectisconsistentwiththe City'sComprehensivePlanandLandDevelopment 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 bytheappropriateofficials oftheCity;and WHEREAS, approval of this Agreement is in the interests of the City in furtheranceoftheCity'sgoalsofenhancingtheviability oftheresortcommunityandin furtheranceoftheobjectives ofBeachbyDesign;and WHEREAS,DeveloperhasapprovedthisAgreementandhasduly authorized certain individuals to executethis Agreement on Developer's behalf. STATEMENTOFAGREEMENT Inconsiderationofandinrelianceuponthe premises,themutualcovenants containedherein,andothergoodandvaluableconsideration,thereceiptandsufficiency ofwhichareherebyacknowledged,thepartiesheretointending tobelegally boundandin accordancewith theActand Code, agreeasfollows: SECTION 1.Recitals.Theaboverecitalsaretrueandcorrectandareapartof this Agreement. SECTION 2.Incorporation of the Act. This Agreement is entered into in compliancewithandundertheauthorityoftheCodeandtheAct,thetermsofwhichasof thedateofthisAgreementareincorporatedhereinbythisreferenceandmadeapartof thisAgreement.WordsusedinthisAgreementwithoutdefinitionthatare definedinthe Act shall havethesamemeaningin this Agreement as in theAct. SECTION 3.PropertySubjecttothisAgreement.ThePropertydescribedin Exhibit "A"is subject to this Agreement ("Property"). 3.1 ThePropertycurrentlyhasalandusedesignationofResortFacilitiesHigh and is zoned Tourist (T). 3.2.ThePropertyisownedinfeesimpleorundercontracttobeownedinfee simplebytheDeveloper. 3.3 The Property is generally located at 325 S. Gulfview Blvd., and 326 Coronado Drive, Clearwater, FL33767, as furtherdescribed in Exhibit “A”. GM13-1420-130/149356/1 SECTION 4.ScopeofProject. 4.1 TheProjectshallconsistof180overnightaccommodationunits. Ofthe 180 overnight accommodation units, 100 units shall befrom theHotel DensityReserve. 4.2 TheProjectshallincludeaminimumof216parkingspaces,asdefinedin theCode. 4.3 ThedesignoftheProject,asrepresentedinExhibit“B”,isconsistentwith Beach byDesign. 4.4 ThedensityoftheProjectshallbe113unitsperacre. Innoinstanceshall thedensityofaparceloflandexceed150unitsperacre.TheheightoftheProjectshallbe 140feetmeasuredfromBaseFloodElevation,asdefinedinthe Code. Themaximum building heightsofthevariouscharacterdistrictscannotbeincreasedtoaccommodate hotel rooms allocated from theHotel DensityReserve. SECTION 5.EffectiveDate/Durationofthis Agreement. 5.1 ThisAgreementshallnotbeeffective untilthisAgreementisproperly recordedinthepublic recordsofPinellasCounty,Florida pursuanttoFlorida Statutes Section 163.3239 and CodeSection 4-606. 5.2 Withinfourteen(14)daysaftertheCity approvestheexecutionofthis Agreement,theCity shallrecordtheAgreementwiththeClerkoftheCircuitCourtfor PinellasCounty.TheDevelopershallpaythecostofsuchrecording.TheCityshall submittotheDepartmentofEconomicOpportunityacopyoftherecordedAgreement within fourteen (14)daysaftertheAgreement is recorded. 5.3 ThisAgreementshallcontinue ineffectfor ten(10)yearsunlessearlier terminated as set forth herein. SECTION 6.Obligationsunderthis Agreement. 6.1 Obligations oftheDeveloper: 6.1.1 Theobligations underthis Agreement shall bebindinguponand the benefits ofthis Agreement shall inureto theDeveloper,its successorsin interests or assigns. 6.1.2 AtthetimeofdevelopmentoftheProperty,theDeveloperwill submitsuchapplicationsanddocumentationasarerequiredby lawandshallcomplywith theCodeapplicableat thetimeofbuildingpermit review. Property: 6.1.3 The following restrictions shall apply to development of the GM13-1420-130/149356/1 6.1.3.1 ToretainthegrantofReserveUnitsprovidedforherein, theProperty andimprovementslocatedthereonshallbedevelopedin substantialconformancewiththeConceptualSite PlanattachedasExhibit "B". Any modificationsdeterminedby thePlanningDirectoraseither inconsistent with attached Exhibit “B” or constituting a substantial deviationfromattachedExhibit“B” shallrequire anamendmenttothis Agreementinaccordance withthe proceduresofthe Actandthe Code,as necessary andapplicable.Any andallsuchapprovedandadopted amendmentsshallberecordedinthe publicrecordsof PinellasCounty, Florida. 6.1.3.2 The Developershallobtainappropriatesite planapproval pursuantto aLevelOneorLevelTwo developmentapplication within one (1)year fromthe effective date of thisAgreementinaccordance withthe provisionsofthe Code,andshallthenobtainappropriatepermitsand certificatesofoccupancy inaccordancewiththeprovisionsoftheCode. Nothing hereinshallrestrictDeveloperfromseekinganextensionofsite planapprovalorotherdevelopmentorderspursuanttotheCodeorstate law. Intheeventthatworkisnotcommencedpursuanttoissuedpermits, orcertificatesofoccupancy arenottimelyissued,theCitymaydenyfuture developmentapprovalsand/orcertificatesofoccupancyfortheProject, and mayterminatethis Agreement in accordancewith Section 10. 6.1.3.3 The Developer shallexecute,prior tocommencementof construction,amandatoryevacuation/closurecovenant,substantially inthe formofExhibit"C",stating thattheaccommodationusewillcloseassoon aspracticable aftera hurricane watchthatincludesClearwaterBeachis posted bytheNational HurricaneCenter. 6.1.4 CovenantofUnifiedUse.Priortotheissuanceofthefirstbuildingpermit fortheProject,theDeveloperhereby agreestoexecutethecovenantofunifieduseand developmentfortheProjectSiteprovidingthattheProjectSiteshallbedevelopedand usedasasingleproject,theformofwhichcovenantisattachedasExhibit "D";provided however,thatnothing shallprecludetheDeveloperfromselling alloraportionofthe Developer'sPropertyintheeventthatDeveloperdeterminesnottoconstructtheProject. Itisunderstoodandagreedthat,inthe eventthatthe Developer entersintothe anticipated covenantofunifieduseanddevelopment,andtheDeveloperelectsnottoconstructthe ProjectandnotifiestheCity ofitselectioninwriting,and,alternatively,asofthedateof expiration,terminationorrevocationnorightsofDeveloperremainorwillbe exercisedto incorporatetheHotelDensity ReserveUnitsintotheProject,theCity shallexecuteand deliver tothe Developera terminationof suchcovenantof unifieduse anddevelopment suitableforrecordingin thePublicRecords ofPinellas County, Florida. 6.1.5 ReturnofUnitstoReservePool.AnyReserveUnitsgrantedtoDeveloper nottimely constructedinconjunctionwiththeProjectshallbereturnedtotheHotel DensityReserveand beunavailableto Developerforuseon theProject. GM13-1420-130/149356/1 6.1.6 TransientUse. Areservationsystemshallberequiredasanintegralpartof the hoteluse.There shallbe alobby/frontdeskarea thatmustbe operatedasa typical lobby/frontdeskareafora hotelwouldbe operated. Accesstoallunitsmustbeprovided throughalobbyandinternalcorridor. Allunitsshall be available tothepublic for overnighttransienthoteloccupancy atalltimesthroughthe requiredhotelreservation system. Occupancy inthehotelislimitedtoatermoflessthan one(1)monthorthirty- one(31)consecutivedays,whicheverisless. No unitinthehotel shall beused as a primaryorpermanent residence. 6.1.7 NoFullKitchens. Nounitshallhaveacompletekitchenfacilityasthat term is used in thedefinition of“dwellingunit”intheCode. 6.1.8 InspectionofRecords. Developershallmakeavailable for inspectionto authorizedrepresentativesoftheCity itsbooksandrecordspertainingtoeachHotel DensityReserveunituponreasonablenoticetoconfirmcompliancewiththeseregulations as allowed bygeneral law. 6.1.9 CompliancewithDesignGuidelines. TheDeveloperagreestocomply with theDesignGuidelines as set forth in SectionVII. ofBeach byDesign. 6.1.10Limitation on Amplified Music. Developer agrees that there shall be no outdoor amplified music at the Hotel after 12:00 midnighton Sunday through Thursday, or after 1:00a.m.on Friday and Saturday. 6.2 Obligations oftheCity. 6.2.1 TheCity shallpromptly processsiteandconstructionplan applicationsfortheProperty thatareconsistentwiththeComprehensivePlanand theConcept Plan and that meet therequirements oftheCode. 6.2.2 ThefinaleffectivenessoftheapplicationsreferencedinSection 6.2.1 is subject to: 6.2.2.1 TheprovisionsofChapters163and166,FloridaStatutes,as theymaygovern suchamendments; and 6.2.2.2 Theexpirationofanyappealperiodsor,ifanappealisfiled, at theconclusion ofsuchappeal. 6.2.3 UponadoptionofthisAgreement,theProjectshallreceive100 unitsfromtheHotelDensity ReserveasdefinedinBeachbyDesign,contingent upon theprovisions ofSection 6.1.5. 6.2.4 This Agreement is contingent upon the proposed vacation of the S. Gulfview Boulevard right-of-wayadjacenttothewesterlylotlineof theProperty. The City shall process a right-of-way vacation ordinance to vacate the S. Gulfview Boulevard right of way adjacenttothewesterlylotlineof thePropertyconditioned upon submission of a complete set of building plans for construction of the improvements shown on Exhibit “B”. GM13-1420-130/149356/1 SECTION7.PublicFacilitiestoServiceDevelopment.Thefollowing public facilitiesarepresentlyavailabletotheProperty fromthesourcesindicatedbelow. DevelopmentofthePropertywillbegovernedbytheconcurrency ordinanceprovisions applicableatthetimeofdevelopmentapproval.Therequirementsforconcurrency asset forth in Article4, Division 9, oftheCode, havebeen satisfied. 7.1 Potable water is available from the City. The Developer shall be responsibleforall necessarymain extensions and applicableconnection fees. 7.2 SewerserviceiscurrentlyprovidedbytheCity.TheDevelopershallbe responsibleforall necessarymain extensions and applicableconnection fees. 7.3 Fireprotection from theCity. 7.4 DrainagefacilitiesforthePropertywillbeprovidedbytheDeveloperat theDeveloper's soleexpense. 7.5 TheProjectshallcomplywiththeMetropolitanPlanningOrganization’s [MPO]or itssuccessor’scountywideapproachtotheapplicationof concurrency managementfor transportationfacilities,andthe transportationanalysisconductedfor the Project shall includethefollowing: •Recognition ofstandarddatasources as established bytheMPO; •Identificationoflevelofservice(LOS)standardsforstateandcountyroadsas established bytheMPO; •Utilization of proportional fair-share requirements consistent with Florida Statutes and theMPO model ordinance; •Utilization oftheMPO TrafficImpact StudyMethodology; and •RecognitionoftheMPOdesignationof“ConstrainedFacilities”assetforthin themost current MPO AnnualLevel ofServiceReport. 7.6 All improvements associated with the public facilities identified in Subsections7.1through7.5shallbecompletedpriortotheissuanceofany certificateof occupancy. 7.7 Developeragreestoprovideacashier’scheck,a paymentandperformance bond,orletterofcreditintheamountof115%oftheestimatedcostsofthepublic facilitiesandservices,tobedepositedwiththeCitytosecureconstructionofanynew publicfacilitiesandservicesrequiredtobeconstructedbythisAgreement. Such constructionshallbecompletedpriortoissuanceofaCertificateofOccupancyforthe Project. SECTION 8.RequiredLocal Government Approvals. The required local governmentdevelopmentapprovalsfordevelopmentoftheProperty include,without limitation, thefollowing: GM13-1420-130/149356/1 8.1 Siteplanapproval(s)andassociatedutilitylicenses,access,andright-of- wayutilization permits; 8.2 Construction plan approval(s); 8.3 Buildingpermit(s); 8.4 Certificate(s)ofoccupancy;and 8.5 Ordinance vacating the S. Gulfview Boulevard right-of-way adjacent to the westerly lot line of the Property. SECTION 9.FindingofConsistency.TheCityfindsthatdevelopmentofthe Property isconsistentwiththetermsofthisAgreementandisconsistentwiththeCity ComprehensivePlan andtheCode. SECTION10. Termination. Ifthe Developer'sobligationssetforthinthis Agreementarenotfollowedinatimelymanner,asreasonablydeterminedbytheCity Manager,afternoticetotheDeveloperandanopportunity tobeheard,existingpermits shallbeadministratively suspendedandissuanceofnewpermitssuspendeduntilthe Developerhasfulfilleditsobligations.Failuretotimelyfulfillitsobligationsmayserveas abasisforterminationofthisAgreementbytheCity,atthediscretionoftheCityand afternoticeto theDeveloperand an opportunityfortheDeveloperto beheard. SECTION11. OtherTermsandConditions. Exceptin thecaseoftermination, untilten(10)yearsafterthedateofthisAgreement,theCity mayapplylawsandpolicies adoptedsubsequently totheEffectiveDateofthisAgreementiftheCityhasheldapublic hearingand determined: (a)They arenotinconflictwiththelawsandpoliciesgoverning the Agreement and do not prevent development of the land uses, intensities, ordensities in theAgreement; (b)Theyareessential to thepublichealth, safety, orwelfare, andexpressly statethatthey shallapply toadevelopmentthatissubjecttoa development agreement; (c) Theyarespecificallyanticipated and provided forin this Agreement; (d) TheCitydemonstratesthatsubstantialchangeshaveoccurredin pertinentconditionsexisting atthetimeofapprovalofthisAgreement; or (e) ThisAgreementisbasedonsubstantiallyinaccurateinformation provided bytheDeveloper SECTION12. Compliance withLaw. Thefailure ofthisAgreementtoaddress anyparticularpermit,condition,termorrestrictionshallnotrelievetheDeveloperfrom thenecessity ofcomplyingwiththelawgoverningsuchpermittingrequirements, conditions, terms orrestrictions. GM13-1420-130/149356/1 SECTION13. Notices. Noticesandcommunicationsrequiredordesiredtobegiven underthisAgreementshallbegiventothepartiesby handdelivery,by nationally recognizedovernightcourierservicesuchasFederalExpress,orby certifiedmail,return receiptrequested,addressedasfollows(copiesasprovidedbelowshall berequiredfor propernoticeto begiven): Ifto theDeveloper:Mainstream PartnersVIII,LTD. 10165 NW19th Street Miami, FL33172-2529 With Copyto:Mr. Antonio Fernandez Mainstream PartnersVIII,LTD. 2552 22nd Ave. N. St. Petersburg,FL33713 Ifto City:CityofClearwater, CityAttorney ATTN: PamelaAkin, Esq. 112 South OsceolaAvenue Clearwater, FL33756 Properly addressed, postage prepaid, notices or communications shall be deemed deliveredandreceivedonthedayofhanddelivery,thenextbusinessdayafterdeposit withanovernightcourierservicefornextday delivery,oronthethird(3rd)day following depositinthe UnitedStatesmail,certifiedmail,returnreceiptrequested.The partiesmay change the addressessetforthabove (includingthe additionof a mortgagee toreceive copies ofall notices), bynoticein accordancewith this Section. SECTION 14.Assignments. 14.1 BytheDeveloper: 14.1.1PriortotheCommencementDate,theDevelopermay sell,convey, assignorotherwisedisposeofanyorallofitsright,title,interestandobligations inandtotheProject,orany partthereof,only withthepriorwrittennoticetothe City,providedthatsuchparty (hereinafterreferredtoasthe"assignee"),tothe extent ofthesale,conveyance,assignment orotherdisposition bytheDeveloperto theassignee,shallbeboundby thetermsofthisAgreementthesameasthe DeveloperforsuchpartoftheProjectasis subjecttosuchsale,conveyance, assignment orotherdisposition. 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 shallbe 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. GM13-1420-130/149356/1 14.1.3 AnassignmentoftheProject,orany partthereof,bytheDeveloper toany corporation,limitedpartnership,limitedliability company,general partnership,orjointventure,inwhichtheDeveloper(oranentity undercommon control with Developer) has either the controlling interest or through a joint venture or other arrangementsharesequalmanagementrightsandmaintainssuch controlling interestorequalmanagementrightsshallnotbedeemedanassignment ortransfersubjecttoanyrestrictiononorapprovalsofassignmentsortransfers imposedby thisAgreement,provided,however,thatnoticeofsuchassignment shallbegivenby theDevelopertotheCity notlessthanthirty (30)dayspriorto suchassignmentbeingeffectiveandtheassigneeshallbeboundbythetermsof thisAgreementtothesameextentaswouldthe Developerintheabsenceofsuch assignment. 14.1.4 Noassignee,purchaser,sublesseeoracquirerofalloranypartof theDeveloper'srightsandobligationswithrespecttoany oneParcelshallinany waybeobligatedorresponsibleforanyoftheDeveloper'sobligationswithrespect toany otherParcelbyvirtueofthisAgreementunlessanduntilsuchassignee, purchaser,sublesseeoracquirehasexpressly assumedtheDeveloper'ssuchother obligations. 14.2 SuccessorsandAssigns.Thetermshereincontainedshallbindandinureto the benefit of the City, and its successors and assigns, and the Developer and, as applicabletothepartiescomprising Developer,theirpersonalrepresentatives,trustees, heirs, successors and assigns, except as mayotherwisebespecificallyprovided herein. SECTION15. MinorNon-Compliance.TheDeveloperwillnotbedeemedto havefailedtocomply withthetermsofthisAgreementintheeventsuchnoncompliance, in the judgment of the City Manager, reasonably exercised, is of a minor or inconsequential nature. SECTION16. CovenantofCooperation.Thepartiesshallcooperatewithand deal with each other in good faith and assist each other in the performance of the provisionsofthisAgreementandinachievingthe completionofdevelopmentofthe Property. SECTION 17. Approvals.Whenever anapprovalor consentisrequiredunder or contemplatedby thisAgreementsuchapprovalorconsentshallnotbeunreasonably withheld,delayedor conditioned.Allsuchapprovalsandconsentsshallbe requestedand granted in writing. SECTION 18.Completionof Agreement.Uponthe completionof performance of this Agreement or its revocation or termination, a statement evidencing such completion, revocation ortermination shall besigned bytheparties heretoand recordedin theofficial records oftheCity. GM13-1420-130/149356/1 SECTION 19. EntireAgreement. This Agreement (including any and all Exhibitsattachedheretoallof whichare a partofthisAgreementtothe same extentasif suchExhibitsweresetforthinfullinthebody ofthisAgreement),constitutestheentire agreement between theparties hereto pertainingto thesubject matterhereof. SECTION20.Construction.The titles,captionsandsectionnumbersinthis Agreementareinsertedforconvenientreferenceonly anddonotdefineorlimitthescope or intent and should not be used in the interpretation of anysection, subsection or provisionof thisAgreement.Whenever the contextrequiresor permits,the singular shall include the plural, and plural shall include the singular and any reference in this Agreementtothe Developer includesthe Developer'ssuccessorsorassigns.This AgreementwastheproductionofnegotiationsbetweenrepresentativesfortheCityand the Developer andthe language of theAgreementshouldbe givenitsplainandordinary meaningandshouldnotbestrictlyconstruedagainstany partyheretobasedupon draftsmanship.Ifany termorprovisionofthisAgreementissusceptibletomorethanone interpretation,one or more of whichrender itvalidandenforceable,andone or more of whichwouldrenderitinvalidor unenforceable,suchtermor provisionshallbe construed in amannerthat would renderit valid and enforceable. SECTION21. PartialInvalidity.Ifany termorprovisionofthisAgreementor theapplicationthereoftoanypersonorcircumstanceisdeclaredinvalidorunenforceable, theremainderofthisAgreement,includingany validportionoftheinvalidtermor provision and theapplication ofsuch invalid termorprovision to circumstances otherthan thoseastowhichitisheldinvalidorunenforceable,shallnotbeaffectedtherebyand shallwiththeremainderofthisAgreementcontinueunmodifiedandin fullforceand effect.Notwithstanding theforegoing,ifsuchresponsibilitiesofany party hereto,tothe extentthatthe purpose of thisAgreementor thebenefitssoughttobe receivedhereunder arefrustrated,suchpartyshallhavetherighttoterminatethisAgreementuponfifteen (15)days written noticeto theotherparties. SECTION22. CodeAmendments.Subsequently adoptedordinancesandcodes oftheCitywhichareofgeneralapplicationnotgoverningthedevelopmentoflandshall beapplicabletotheProperty,andsuchmodificationsarespecifically anticipatedinthis Agreement. SECTION23. GoverningLaw. ThisAgreementshallbe governedby,and construed in accordancewith thelaws oftheStateofFlorida. SECTION24. Counterparts. ThisAgreementmay beexecutedincounterparts, all ofwhich togethershall continueoneand thesameinstrument. SECTION 25. Amendment. This Agreement may be amended by mutual writtenconsentoftheCity andtheDevelopersolongastheamendmentmeetsthe requirements oftheAct,applicableCityordinances, and Floridalaw. INWITNESSWHEREOF,thepartieshaveheretoexecutedthisAgreementthe dateandyearfirstabovewritten. GM13-1420-130/149356/1 In thePresenceof:MAINSTREAM PARTNERSVIII,LTD., aFloridalimited partnership BY:MAINSTREAMGP, LLC, itsGeneralPartner BY: EDWARD W. EASTON & COMPANY, INC., itManagingMember PrintName By: EdwardW. Easton, President PrintName As to “Developer” STATE OFFLORIDA COUNTY OFPINELLAS The foregoing Declaration was acknowledged before me this day of ,2014,by EdwardW.Easton,asPresidentofEdwardW.Easton& Company,Inc.,aFloridacorporation,theManaging MemberofMainstreamGP,LLC,a Floridalimitedliability company,asGeneralPartnerofMainstreamPartnersVIII,LTD,a Floridalimited partnership, on behalfoftheaforesaid entities. Heis [ ]personallyknown to meorhas [ ]produced as identification. Print: NotaryPublic–StateofFlorida MyCommission Expires: CITY OF CLEARWATER, FLORIDA By: William B. Horne II City Manager Attest: __________________________________ Rosemarie Call, City Clerk Countersigned: GM13-1420-130/149356/1 __________________________________ George N. Cretekos, Mayor Approved as to Form: __________________________________ Leslie K. Dougall-Sides Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledgedbefore me this _____ day of _______________, 201__, by GEORGE N. CRETEKOS, as Mayor of the City of Clearwater, Florida, who is [ ] personally known to me or has [ ] produced _________________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ______ day of ____________________, 201__, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [ ] personally known to me or who has [ ] produced _____________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires GM13-1420-130/149356/1 EXHIBIT“A” PROJECT LEGALDESCRIPTION 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 ALLOF 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. GM13-1420-130/149356/1 EXHIBIT“B” Survey, Conceptual SitePlan, and Architectural Drawings GM13-1420-130/149356/1 EXHIBIT“C” COVENANTREGARDINGHURRICANEEVACUATION AndDEVELOPMENT, USEAND OPERATION DECLARATION OFCOVENANTSAND RESTRICTIONS THISDECLARATIONOFCOVENANTSANDRESTRICTIONS("Declaration")is madeasofthe dayof ,2014,by MAINSTREAMPARTNERS VIII, LTD., aFloridalimited liabilitycompany("Developer"). DeveloperistheowneroffeesimpletitletotherealpropertydescribedinSchedule1 attached hereto and made a part hereof (hereinafter, the ("Real Property"). The City of Clearwater,Florida(the"City"),hasamendeditsComprehensivePlanto designateClearwater Beach as a Community Redevelopment District pursuant to the Pinellas County Planning CouncilRulesinordertoimplementtheprovisionsofBeachby Design,aplanforthe revitalization ofClearwaterBeach. ThedesignationofClearwaterBeachasaCommunity RedevelopmentDistrict(the "Designation")providesfortheallocationofHotelDensity ReserveUnitsasanincentiveforthe developmentofmid-sizequality hotels.PursuanttotheDesignation,theallocationofHotel DensityReserveUnitsissubjecttocompliancewithaseriesofperformancestandards,including arequirementthatresortscontainingahoteldevelopedwithHotelDensityReserveUnitsshall be closedandallGuestsevacuatedfromsuchhotelsassoonaspracticable after the National Hurricane Center postsahurricane watchthatincludesClearwaterBeach.The purpose of such evacuationistoensure thatsucha hotelisevacuatedinadvance of theperiodof time whena hurricaneevacuation would beexpected in advanceoftheapproach ofhurricaneforcewinds. TheCityhasgranted,byCityCouncilResolution , passedandapprovedon ,2014,Developer'sapplicationforHotelDensity ReserveUnitspursuanttothe Designation,subjecttoDeveloper'scompliance withthe requirementsofthe Designation. Developerdesiresfor itself, and itssuccessorsand assigns, asowner, to establish certain rights, duties,obligationsandresponsibilitieswithrespecttothe use andoperationof the RealProperty inaccordancewiththetermsandconditionsoftheallocationoftheHotelDensity ReserveUnits totheCityandtheDesignation,whichrights,duties,obligationsandresponsibilitiesshallbe bindingon anyandall successorsand assigns andwill run with thetitleto theReal Property. THEREFORE,inconsiderationofthecovenantsandrestrictionshereinsetforthandto be observedandperformed,andinfurther considerationof the allocationof HotelDensity ReserveUnitstoDeveloper,andothergoodandvaluableconsideration,thesufficiency ofwhich is herebyacknowledged,Developerherebydeclares, covenantsand agreesas follows: 1. Benefit and Enforcement. These covenants and restrictions are made for the benefitofDeveloperanditssuccessorsandassignsandshallbeenforceablebythemandalsofor GM13-1420-130/149356/1 thebenefitoftheresidentsoftheCity andshallbeenforceableonbehalfofsaidresidentsby the CityCouncil oftheCity. 2. CovenantofDevelopment,UseandOperation.Developerherebycovenantsand agreestothedevelopment,useandoperationoftheRealProperty inaccordancewiththe provisions ofthis Declaration. 2.1 Use. Theuseoftheresort on theReal Propertyis restricted asfollows: 2.1.1 180 units,100 of whichareunitsallocatedtoDeveloperfrom the HotelDensityReserve,shallbeusedsolelyfortransientoccupancyof one monthorthirty-one(31)consecutivedaysorless,mustbelicensedasa publiclodging establishmentandclassifiedasahotel,andmustbeoperated by asinglelicensed operatorofthe hotel. No unit shall be used as a primary or permanent residence. Accesstotheunitsmustbeprovided throughalobby and internalcorridor. Areservationsystemshallbe requiredasanintegralpartof the hoteluse andthere shallbe a lobby/front deskarea thatmustbe operatedasa typicallobby/frontdeskareafora hotelwouldbeoperated. Allunitsshall berequiredtobesubmittedtoa rentalprogramrequiring theunitstobe availableformembersofthepublic asovernighthotelguestsonatransientbasis atalltimes. Nounitshall haveacompletekitchenfacility asthattermisusedin thedefinitionof “dwelling unit”intheCode. Developershallmakeavailablefor inspection to authorized representatives of the City its books and records pertainingtoeachunituponreasonablenoticetoconfirm compliancewith theseregulationsasallowedby generallaw. TheDeveloper agreesto comply withtheDesignGuidelinesassetforthinSectionVIIofBeach by Design. 2.1.2Asusedherein,the terms"transientoccupancy,""publiclodging establishment,""hotel”,and"operator"shallhavethemeaninggivento such terms in FloridaStatutesChapter509, PartI. 2.2 Closure of Improvements and Evacuation. The Hotel developed on the Real Propertyshallbeclosedassoonaspracticableupontheissuanceofahurricanewatchbythe NationalHurricane Center,whichhurricane watchincludesClearwater Beach,andallHotel guests,visitorsandemployeesotherthanemergencyandsecuritypersonnelrequiredtoprotect theresort,shallbeevacuatedfromtheHotelassoonaspracticablefollowing theissuanceofsaid hurricanewatch.IntheeventthattheNationalHurricaneCentershallmodify theterminology employed to warn of the approach of hurricane force winds, the closure and evacuation provisionsofthisDeclarationshallbe governedbythelevelofwarningemployed bythe NationalHurricane Centerwhichprecedesthe issuance ofa forecastofprobable landfallinorder toensurethattheguests,visitorsandemployeeswillbeevacuatedinadvanceoftheissuanceof aforecast ofprobablelandfall. GM13-1420-130/149356/1 3 Effective Date. This Declaration shall become effective upon issuance of all building permitsrequiredtobuildtheproject("Project")andDeveloper's commencementof constructionoftheProject,asevidencedby aNoticeof CommencementfortheProject.This Declarationshallexpireandterminateautomatically ifandwhentheallocationofReserveUnits to theDeveloperexpires oris terminated. 4 Governing Law. ThisDeclarationshall be construed in accordance with and governed bythelaws oftheStateofFlorida. 5 Recording.ThisDeclarationshallberecordedinthechainoftitleof theReal Propertywith theClerk oftheCourts ofPinellas County, Florida. 6 Attorneys'Fees.DevelopershallreimbursetheCityforanyexpenses, including reasonableattorneys'fees,whichareincurredbytheCity intheeventthatthe City determines thatitisnecessary andappropriatetoseekjudicialenforcementofthis DeclarationandtheCity obtainsrelief,whetherby agreementofthepartiesorthrough orderofacourtofcompetent jurisdiction. 7 Severability. If any provision, or part thereof, of this Declaration or the applicationofthisDeclarationtoanypersonorcircumstancewillbeoris declaredtoanyextent tobe invalidor unenforceable,the remainder ofthisDeclaration,or the applicationof such provisionorportionthereoftoanypersonorcircumstance,shall notbeaffectedthereby,and eachandevery otherprovisionofthisDeclarationshallbe validandenforceabletothefullest extent permitted bylaw. INWITNESSWHEREOF, Developerhas causedthis Declaration to beexecuted this dayof , 2014. In thePresenceof:MAINSTREAM PARTNERSVIII,LTD., aFloridalimited partnership BY:MAINSTREAMGP, LLC, itsGeneralPartner BY: EDWARD W. EASTON & COMPANY, INC., itManagingMember PrintName By: EdwardW. Easton, President PrintName As to “Developer” GM13-1420-130/149356/1 STATE OFFLORIDA COUNTY OFPINELLAS The foregoing Declaration was acknowledged before me this day of ,2014,by EdwardW.Easton,asPresidentofEdwardW.Easton& Company,Inc.,aFloridacorporation,theManaging MemberofMainstreamGP,LLC,a Floridalimitedliability company,asGeneralPartnerofMainstreamPartnersVIII,LTD,a Floridalimited partnership, on behalfoftheaforesaid entities. Heis [ ]personallyknown to meorhas [ ]produced as identification. Print: NotaryPublic–StateofFlorida MyCommission Expires: CITY OF CLEARWATER, FLORIDA By: William B. Horne II City Manager Attest: __________________________________ Rosemarie Call, City Clerk Countersigned: __________________________________ George N. Cretekos, Mayor Approved as to Form: __________________________________ Leslie K. Dougall-Sides Assistant City Attorney GM13-1420-130/149356/1 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged beforeme this _____ day of _______________, 2014, by GEORGE N. CRETEKOS, as Mayor of the City of Clearwater, Florida, who is [ ] personally known to me or has [ ] produced _________________________________ as identification. __________________________________ Notary Public Print Name:_________________________ 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. __________________________________ Notary Public Print Name:_________________________ My Commission Expires GM13-1420-130/149356/1 SCHEDULE “A” 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 ALLOF 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. GM13-1420-130/149356/1 EXHIBIT“D” COVENANTOFUNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: COVENANTOFUNIFIED USE THISCOVENANTOFUNIFIEDUSE(the"Covenant")isexecutedthis dayof , 2014, by (“Developer"). WITNESSETH: WHEREAS,DeveloperistheowneroftherealpropertylegallydescribedonSchedule "A"attached hereto and incorporated herein byreference(the"Real Property"); and WHEREAS,DeveloperandtheCityofClearwater,Florida(the"City")arepartiestothat certainHotel Density Reserve Development Agreement dated , 201 (the "Agreement"),pursuanttowhichtheCityhasagreedthatDevelopermaydevelopandconstruct upon theReal Propertyahotel project as describedin theAgreement(the"Project"); and WHEREAS,DeveloperintendstodevelopandoperatetheRealPropertyforaunified use, as moreparticularlydescribed in this Covenant. NOW,THEREFORE,inconsiderationofthesumofTenDollars($10.00)andother goodandvaluableconsideration,thereceiptandsufficiency ofwhicharehereby acknowledged, Developerdoesherebyagreethat,effectiveasofthedateonwhichDeveloperreceivesall permitsrequiredtoconstructthe ProjectandDevelopercommencesconstructionthereof,as evidencedbyaNoticeofCommencementfortheProject,theRealProperty shallbedeveloped andoperatedasalimited-servicehotelproject,asdescribedintheAgreement.Therestrictions setforthintheprecedingsentenceshallexpireautomatically whenandifDeveloper'sallocation ofadditionalhotelunits(asdefinedintheAgreement)expiresoristerminated.Nothing inthis AgreementshallrequireDevelopertodeveloptheProjectorrestrictDeveloper'sability tosell, assign,transferorotherwiseconveyitsrightinandtotheRealPropertyoranyportionor portionsthereoftounrelatedthird-parties.DeveloperagreesthattheCity shallhavetherightto enforcethetermsand conditions ofthis Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator. GM13-1420-130/149356/1 INWITNESSWHEREOF,DeveloperhascausedthisAgreementtobe executed this dayof , 2014. In thePresenceof:MAINSTREAM PARTNERSVIII,LTD., aFloridalimited partnership BY:MAINSTREAMGP, LLC, itsGeneralPartner BY: EDWARD W. EASTON & COMPANY, INC., itManagingMember PrintName By: EdwardW. Easton, President PrintName As to “Developer” STATE OFFLORIDA COUNTY OFPINELLAS The foregoing Declaration was acknowledged before me this day of ,2014,by EdwardW.Easton,asPresidentofEdwardW.Easton& Company,Inc.,aFloridacorporation,theManaging MemberofMainstreamGP,LLC,a Floridalimitedliability company,asGeneralPartnerofMainstreamPartnersVIII,LTD,a Floridalimited partnership, on behalfoftheaforesaid entities. Heis [ ]personallyknown to meorhas [ ]produced as identification. Print: NotaryPublic–StateofFlorida MyCommission Expires: CITY OF CLEARWATER, FLORIDA By: William B. Horne II City Manager Attest: __________________________________ Rosemarie Call, City Clerk GM13-1420-130/149356/1 Countersigned: __________________________________ George N. Cretekos, Mayor Approved as to Form: __________________________________ Leslie K. Dougall-Sides Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of _______________, 201__, by GEORGE N. CRETEKOS, as Mayor of the City of Clearwater, Florida, who is [ ] personally known to me or has [ ] produced _________________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ______ day of ____________________, 201__, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [ ] personally known to me or who has [ ] produced _____________________________ as identification. __________________________________ Notary Public Print Name:_________________________ My Commission Expires GM13-1420-130/149356/1 SCHEDULE “A” 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 ALLOF 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. Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-184 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Public Utilities Agenda Number: 8.1 SUBJECT/RECOMMENDATION: Approve a Blanket Purchase Order to SNF Polydyne Inc., of Riceboro, GA, in the amount of $449,322.30, for Polymer Services for a one-year period, and authorize the appropriate officials to execute same . (consent) SUMMARY: Polymer is used at the City's three Water Reclamation Facilities (WRF) to thicken biosolids and reduce the amount of water in the final dewatered cake; thereby, reducing hauling and disposal costs. Biosolids must be processed daily at all three facilities to meet permit requirements. In 2011, the City entered into a Performance Based Contract with Siemens Industry, Inc. that included the installation of centrifuge dewatering devices to replace existing, outdated and inefficient belt filter presses . The centrifuges are now operational; however, this change in technology requires a re-evaluation of the type and quantity of polymer used by the new centrifuges. The Siemens-managed polymer testing has yet to identify a definitive “most appropriate and cost-effective” polymer for use with the new centrifuge units . One year ago, two of four solicited polymer manufacturing/supply firms expressed interest in testing and quoting to Siemens within the new parameters, and they were approved to conduct jar testing. To date, only one firm has tested and provided resulting documentation along with a price quote, SNF Polydyne, Inc. (the City’s current polymer supplier ). Others have declined for various reasons; most often referenced was that their manufacturing location would make transportation inefficient and cost prohibitive , given the relatively small quantities of polymer required by the City. Since SNF Polydyne conducted their testing and provided their quote last year, no other firm has expressed an interest to conduct tests and provide a quote for polymer. Staff has requested that Siemens continue attempting to locate an additional supplier that can meet the performance requirements at a reasonable cost; to date they have not located any additional firms. Therefore, the only polymer that can be utilized at this time is that supplied by SNF Polydyne, and no additional bids have been obtained. The current contract for polymer supply with SNF Polydyne, Inc. expires on June 30, 2014. SNF Polydyne has agreed to hold the current contract price of $1.05 per pound for the next contract period. Staff recommends this BPO be awarded to the one company who was willing to fully test, document, and quote their product. APPROPRIATION CODE AND AMOUNT: Sufficient budget is available in the Water and Sewer Utility Fund operating cost center 0421-01351-551000-535-000-0000, WPC Operations, to fund $113,253.84 of the current year cost of this contract increase and is planned in the budget request to be brought forward for Fiscal Year 14/15 in the amount of $336,068.46. Page 1 City of Clearwater Printed on 5/30/2014 File Number: ID#14-184 0421-01351-551000-535-000-0000 $113,253.84 Fiscal Year 13/14 0421-01351-551000-535-000-0000 $336,068.46 Fiscal Year 14/15 USE OF RESERVE FUNDS: N/A Page 2 City of Clearwater Printed on 5/30/2014 ________________________________________________________________________                       PO Box 279 • Riceboro, GA 31323 USA • Tel 800‐848‐7659 • Fax 912‐880‐2078 • www.polydyneinc.com  May 2, 2014        Ms. Flo Reichert  City of Clearwater  100 South Myrtle Avenue  Clearwater, FL 33756    Subject: Contract Renewal for Polymer Services (RFP # 12‐08)           Dear Ms. Reichert,    Polydyne Inc. is pleased to accept an extension of the referenced contract for an additional  year.  The products and prices will remain unchanged and are as follows:    PRODUCT PRICE PACKAGE  CLARIFLOC® SE‐792 $1.05/LB. 2300 LB. TOTES  CLARIFLOC® SE‐1197 $1.05/LB. 2300 LB. TOTES    The new contract term will be July 1, 2014 through June 30, 2015.    All other terms and conditions will remain the same.    Thank you for your business. We look forward to continuing our valued supply position with the  City of Clearwater.  Should you have any questions regarding this correspondence, please feel  free to contact me at (912) 880‐8013.    Best Regards,        Lawrence D. Grizzle  Business Manager      Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-175 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Solid Waste/General Services Agenda Number: 9.1 SUBJECT/RECOMMENDATION: Award a contract (purchase order) to Sage Eco Solutions, Inc. of Riverview, FL in the amount of $252,500 for the hauling of yard waste from the City’s solid waste facility to the contractor’s facility for the period June 5, 2014 through June 4, 2015 as provided in the City’s Code of Ordinances, Section 2.561 and authorize the appropriate officials to execute same . (consent) SUMMARY: The City of Clearwater’s Solid Waste Department collects yard waste from commercial and residential customers. This yard waste is transported by city vehicles to the City’s state-permitted yard waste transfer facility located at 1701 North Hercules Avenue and it is subsequently loaded in the contractor’s tractor /trailer for hauling. The contractor delivers the yard waste to an organic soil farm near Lakeland for composting. It is estimated that 10,000 tons will be hauled annually, and the only price to be charged for this service will be a per ton price. The Purchasing Department advertised a request for bids, Clearwater Bid # 32-14, for the hauling services in the Tampa Bay Times on May 3, 2014 and advertised on the City’s website from April 25, 2014 through May 14, 2014. The City received two bids, which were opened on May 14, 2014. The companies who submitted bids were Consolidated Resource Recovery Inc., of Sarasota, FL and Sage Eco Solutions, Inc. of Riverview, FL. Sage Eco Solutions, Inc. submitted the lowest bid. APPROPRIATION CODE AND AMOUNT: 0-424-02082-543500-534 Solid Waste Dump Fees $252,500.00 These funds are available in the operating expense of the Solid Waste Fund as budgeted for in Fiscal Year 2013/14 and Fiscal Year 2014/15. USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 5/30/2014 Yard Waste Hauling Specifications–Bid # 32-14 The City of Clearwater’s Solid Waste Department collects yard waste from commercial and residential customers.This yard waste will be transported by City vehicles to the City’s state-permitted yard waste transfer facility located at 1701 North Hercules Avenue. The yard waste the City collects will include: grass clippings (loose and bagged) leaves (loose and bagged) tree trimmings (including large limbs, palm fronds, logs, and stumps) other vegetative material Yard waste specifically excludes pallets and lumber. The City is seeking bids from responsible vendors who will: Stage anappropriately-sized container (e.g., 100 cubic yardor greater) at Clearwater’s facility (NOTE: The number of staged trailers may need to be seasonally adjusted and will be mutually agreed upon.) Provide hauling for two to six loads per day (4 to 5 days per week depending on Clearwater’s needs) of the yard waste from our Solid Waste facility to a state-permitted composting and /or mulching facility Vendor must exchangean empty trailer for a full trailer when picking up each outbound load Hauler will be responsible for securing tarpaulins on trailers Price charged for this service will be per tonF.O.B. Clearwater (no haul or pull fee) All charges will be based on the weight tickets generated by Clearwater’s state-permitted truck scale (tare weights for the truck and trailer will be generated on each trip) The annual tonnage is estimated to be 10,000 tons. Yard Waste RFP Specs 4-4-2011 CITY OF CLEARWATER BID 32-14 - YARD WASTE HAULING BID OPENED: 5/14/2014 - 11:00 AM BID TABULATION CONSOLIDATED RESOURCE SAGE ECO SOLUTIONS, INC SARASOTA, FLORIDA RIVERVIEW, FLORIDA ESTIMATED ITEM DESCRIPTION QUANTITY PRICE/TON TOTAL PRICE PRICE/TON TOTAL PRICE 1 YARD WASTE HAULING 10,000.00 32.60$ 326,000.00$ 25.25$ 252,500.00$ TONS PAYMENT TERMS:NET 30 NET 30 1% 10 DAYS START DATE:IMMEDIATELY IMMEDIATELY 5/14/2014 SUMMARY OF BID 32-14: BIDS SOLICITED 8 BIDS RECEIVED 2 ADVERTISED: TAMPA BAY TIMES 5/3/2014 NO BID RESPONSE 6 NO BID 0 myclearwater.com 4/25/2014 - 5/14/2014 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-166 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Official Records & Legislative Services Agenda Number: 10.1 SUBJECT/RECOMMENDATION: Reappoint Peggy Cutkomp as the Real Estate Professional in connection with Affordable Housing and appoint Kristin Dailey as the Employer’s Representative to the Neighborhood and Affordable Housing Advisory Board with terms to expire June 30, 2018. (consent) SUMMARY: APPOINTMENT WORKSHEET BOARD: Neighborhood and Affordable Housing Advisory Board (NAHAB) TERM: 4 years APPOINTED BY: City Council FINANCIAL DISCLOSURE: Not Required RESIDENCY REQUIREMENT: N/A (See Special Qualifications) MEMBERS: 7 CHAIRPERSON: Linda Kemp MEETING DATE: 2nd Tues. most months PLACE: Chambers APPTS. NEEDED: 2 STAFF LIAISON: Michael Holmes SPECIAL QUALIFICATIONS: Board to have 1 member in each: Real Estate Professional in Connection with Affordable Housing ; Clearwater Resident; Residential Home Building Industry; Advocate for Low Income Housing; Not For-Profit Provider of Affordable Housing ; Banking/Mortgage Industry; Employer’s Representative . THE FOLLOWING ADVISORY BOARD MEMBER HAS A TERM WHICH EXPIRES AND NOW REQUIRES REAPPOINTMENT FOR A NEW TERM. 1. Peggy Cutkomp - 1955 McKinley St., 33765 - Real Estate Agent (1 absence in the last year) Original appointment 6/18/98 - (Ending 3rd term to expire 5/31/14) (Real Estate Professional in connection with Affordable Housing) MS. CUTKOMP WISHES TO REMAIN ON THE BOARD AS THE REAL ESTATE PROFESSIONAL IN CONNECTION WITH AFFORDABLE HOUSING. NO OTHER APPLICANTS IN THIS CATEGORY ON FILE. THE NAME BELOW IS BEING SUBMITTED FOR CONSIDERATION TO FILL THE EMPLOYER’S REP QUALIFICATION. THE PREVIOUS MEMBER (WILLIAM GRIFFITHS) RESIGNED IN 2012 AND THIS SEAT HAS BEEN VACANT: 1. Kristin Dailey - 1536 Rosewood St., 33755 - P.C. Director Economic Dev. Services Page 1 City of Clearwater Printed on 5/30/2014 File Number: ID#14-166 (Employer’s Rep.) Zip codes of current members: 1 - 33710 1 - 33755 1 - 33761 1 - 33765 1 - 33767 Current Special Qualifications: 1 Advocate for Low Income Housing 1 Banking/Mortgage Industry 1 Clearwater Resident 1 Real Estate Professional in Connection/Affordable Housing 1 Residential Home Building Industry Qualifications Pending Appointment: Employer’s Rep Not For-Profit Provider/Affordable Housing - (no qualified nominees) APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 2 City of Clearwater Printed on 5/30/2014 CITY OF CLEARWATER - APPLICATION FOR ADVISORY BOARDS must be Clearwater resident) Name: 6 J CuTKor/0 Home Address: .- J Office Address: SS MCk1A) Ley s% 30/ £U©ob AiObS NICcvA :y CLeArk,e)A7E°2, 4'1• Zip 33 761.5— oL.6sA) 4R, 4'C. Zip 3'/677 Telephone: 7,2 7 — 4" / - `/3 ©3 Telephone: 7 .2 7 -33 / °5asd Cell Phone: 7a7 - 5-e0-/ /( 5 E -mail Address: /, ANni A j o 4 q 7e' oL. ion? How long a resident of Clearwater? 35- yeaR s Occupation: Re1^t 2eb 1466N7- Employer: ikOpicAL IPeAL *y ree- aks /A1C Field of Education: Other Work Experience: hi/ G g sa_ t-006 GRA 604 If retired, former occupation: 67,Q L_ es A6.6)A) 7- (51-'LL 4A)e Act-, (Ncc Community Activities: \ e,Lu.e.>Teer - Z eteAR ii tE32 MAR e n-71_,N21 U/v) 5 cr A (_ PrbV tsO2 -co L' (tf q-- eoc A -/°3 'te t /©/vs Other Interests: Board Service (current and past): vE'_ 6eEti) 04 ikP f A lIi4i Additional Comments: Board Preference: Signature: tes See attached list for boards that require financial disclosure at time of appointment. Please return this application and board questionnaire to the Official Records & Legislative Services Department, P. O. Box 4748, Clearwater, FL 33758 -4748, or drop off your application at City Hall, 2nd Floor, 112 S. Osceola Avenue. Date: 17//// /// Note: For boards requiring Clearwater residency, this application must be accompanied by a copy of one of the following: Current voter registration within city limits Valid current Florida Drivers' License issued to an address within city limits Declaration of Domicile filed with the city clerk affirming residency within city limits BOARD QUESTIONNAIRE 1. What is your understanding of the board's duties and responsibilities? T© L E /iJ AzVocA -`te -cok `T e P 8LtG /1 l C Lem R u,14--`t e' 8 e 19-7e Le v ©81 A-i ti cam/_ L A-8 z_P - - 2 l- Have you ever observed a board meeting either in person or on C -View, the City's TV station? yros / ,4699 e 3. What background and /or qualifications do you have that you feel would qualify you to serve on this Board? e Ke b Lc,, TN (2, 0- e 3vVe25 (.141e) e.6 5v8st b(2_c9b 4/u t) / 11 -M-ve Been) ©a) Th ks o/97.e siNce 4. Why do you want to serve on this Board? e,R A tt eA2s SeR vi 5 / / be2s1- a> n AIL P o Iry 2 P ©S e % i/, os e u.2 No 19-Re ,I e$s -$o2-FuAJ, ±e 8y ?2ovct ,A a. - .01vbs A-Re 1?()4(LAQL)e so `1t e f J A1`) Be- Pete To ,ifq v e A A Ie oR ieo -rem -t' /oN . Name: PE.6.6o y e('TKo4q Board Name: N.41R Q CITY OF CLEARWATER - APPLICATION FOR ADVISORY BOARDS Name: 6f; ,s1-li, Doi I 1 Home Address: Office Address: ,, t 53Ca VJnse>ACd .` at . a .r8 ©S 81. N 4 - iLio 0Aecrwa4fr, g{, zip 331-5S C1e,rL.,)Q r Zip 3/-Co0 Telephone: Telephone:. -a7- (DCA•Q4l{t -j Cell Phone: '4 13.4,4a E-mail Address: Ka ley CoreeCPAwait. ortAia -Cam' How long a resident of Clearwater ?STS Occupation: aces:k ' FCenom,c .02. iceM()- S ifiployer: Co ret(Sc wee, net) Field of Education: Other Work Experience: P h },c A ?pA,",s rik'r. 5 s5 Acl kcc If retired, former occupation: Community Activities: Other interests: Board Service (current and past): Board Preference: Enkrpr Zone> Ne, 'hrrxionr? a ablo. + k7air J OL.5or Ctrl Additional Comments: Signed: Date: ' j _ 19 14'1 See attached list for boards thaf require financial disclosure at time of appointment. Please return this application and board questionnaire to the Official Records & Legislative Services Department, P. O. Box 4748, Clearwater, FL 33758 -4748, or drop off your application at City Hall, 2nd Floor, 112 S. Osceola Avenue. Note: For boards requiring Clearwater residency, this application must be accompanied by a copy of one of the following: Current voter registration within city limits Valid current Florida Drivers' License issued to an address within city limits Declaration of Domicile filed with the city clerk affirming residency within city limits BOARD QUESTIONNAIRE 1. What is your understanding of the board's duties and responsibilities? 2)6neJ tmcc 1 oo.1oo.k prrtrnifYIS n Ca tLrede 1 40 iC Oi2 fie. tkStC'c - erworm2Al- - i,c.si. asstska jcicirryvveAti eb 2. Have you ever observed a board meeting either in person or on C -View, the City's TV station? es 3. What background and/or qualifications do you have that you feel would qualify you to serve onthisBoard? Q-lekre (;,rvhz ercArr v3d-In" 11-1-e, 4. Why do you want to serve on this Board? To re ()r .cr i- e ) cl a Name: r` tsh (- DQ t Board Name: NA 4f Ab Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: 8570-14 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 11.1 SUBJECT/RECOMMENDATION: Amend Section 3-1508 of the Community Development Code of the City of Clearwater to clarify prohibited noises and pass Ordinance 8570-14 on first reading. SUMMARY: The proposed amendments are intended to more clearly capture within the types of prohibited noise those rumbling or reverberating rhythmic bass type sounds that many residents frequently hear while traveling by motor vehicle throughout the city or within their residences. Additionally, because the courts have held that amplified music is a form of communication and expression protected by the First Amendment , the proposed amendments will fortify the noise ordinance against constitutional attack. For example, the Florida Supreme Court held that the State of Florida’s noise statute prohibiting sounds heard 25 feet or more and coming from motor vehicles was unconstitutional because those engaged in political or commercial activities while using a sound truck, for example, were exempted from the noise statute. Similarly, the preferential treatment afforded to noise coming from religious worship activities regardless of how disturbing the noises are to reasonable persons of ordinary sensibilities could subject the ordinance to an attack under the Equal Protection Clause of the Federal and State Constitutions. For example, currently, the exception would arguably allow a church to ring bells at 2:00 a.m.; and police could not take any action because of the exemption contained in the ordinance. The exemption is unnecessary because a police officer will always be making a determination if a sound is so loud as to be disturbing to reasonable persons of ordinary sensibilities. Thus, it is difficult to conceive of a situation where a church was engaged in routine worship activities that would ever meet the threshold of becoming a noise violation: that is, that a reasonable person of ordinary sensibilities would find the activity to be disturbing. Moreover, the intent clause added to Section 3-1508 A clearly states that “[i]t is the intent of this section to regulate unreasonably excessive noise and not to interfere with or unduly burden the exercise of a person’s freedom of speech , expression, or religion.” APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 5/30/2014 Ordinance No.8570-14 ORDINANCE NO.8570-14 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, RELATING TONOISE; AMENDING SECTION 3-1508A, CLEARWATER COMMUNITY DEVELOPMENT CODE, TO CLARIFY THE PROHIBITED NOISES; AMENDING SECTION 3-1508B5, TO CLARIFY THE PROHIBITED SOUND THAT IS EMITTED BY RADIOS, AMPLIFIERS, AND OTHER SOUND PRODUCING DEVICES;AMENDING SECTION 3-1508DTO CLARIFY THE SOUNDS RELATING TO THE EXISTENCE OF AN EMERGENCYAND THE PROCEDURES FOR OBTAINING A SPECIAL EVENT PERMITAND TO DELETE THE EXCEPTION PERTAINING TO RELIGIOUS WORSHIP ACTIVITIES; PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1.Section3-1508A, Section 3-1508B5,and Section 3-1508D, Clearwater Community Development Code, areamended to read as follows: Section 3-1508. Noise. A.Prohibited generally.It shall be unlawful for any person to willfully make, continue or cause to be made or continued any loud and raucous noise that through unaided, ordinary auditory sensescan beheard upon the public streets, sidewalks, or rights- of-way, in any public park, in any school or public building, in any church or hospital, or in any occupieddwelling and thatcan be heardata distance of 100 feet or more from the source of the noise, measured in a straight line from the radio, loudspeaker, motor, horn, or other noise source. Theterm “loud and raucous noise”shall mean any sound which because of its volume level, duration and character, annoys, disturbs, injures or endangers the comfort, health, peace or safety of reasonable persons of ordinary sensibilities within the limits of the city. The term includes, but is not limited to,the kinds of loud and raucous noise generated by the activities enumerated in subsection Bwhen the loud and raucous noise through unaided, ordinary auditory sensescan be heardat a distance of 100 feet or more from the source of the noise, measured in a straight line from the radio, loudspeaker, motor, horn, or other noise source,but not including activitiesenumerated in subsection D of this section. It is the intent of this section to regulate unreasonably excessive noise and not to interfere with or unduly burden the exercise of a person’s freedom of speech, expression, or religion. Ordinance No. 8570-14 2 B.The followingnoises, as limited by Section 3-1508A,are declared to be public nuisances in violation of this section: * * * * * 5.Radios, amplifiers, phonographs, etc.TheUusing, operating or permitting to be played, used or operated any radio, amplifier, musical instrument, phonograph, music player,or other device for the producing or reproducing of sound such that thespeech or music, including arumbling or reverberating rhythmic bass type sound,emitted by the devicecreatesis identifiable in terms ofwords or melody so as to createaloud and raucous noise. * * * * * D.Exceptions.The term "loud and raucous noise" does not include noise or sound generated by the following: 1.Cries for emergency assistance and warning calls; 1.2.Radios, sirens, horns and bells on police, fire and other emergency response vehicles, including the emission of any other sound for the purpose of alerting a person of the existence of an emergency; 2.3.Parades, fireworks displays, outdoor music performances and other special events for which a permit has been obtained from the Citypursuant to Division 2, Article III of Chapter 22, Clearwater Code of Ordinances, within such hours as may be imposed as a condition for the issuance of the permit; 3.4.Activities on or in municipal and school athletic facilities and on or in publicly owned property and facilities, provided that such activities have been authorized by the owner of such property or facilities or its agent; 4.5.Fire alarms and burglar alarms, prior to the giving of notice and a reasonable opportunity for the owner or tenant in possession of the premises served by any such alarm to turn off the alarm; 6.Religious worship activities occurring on or in the premises owned or leased by places of worship, includingbut not limited to bells and organs; Ordinance No. 8570-14 3 5.7. Locomotives and other railroad equipment, and aircraft. Section 2.This ordinance shall take effect immediately upon adoption. PASSED ON FIRST READING _________________________ PASSED ON SECOND AND FINAL _________________________ READING AND ADOPTED _____________________________ George N. Cretekos Mayor Approved as to form:Attest: ____________________________ _______________________ Robert J. Surette Rosemarie Call Assistant City Attorney City Clerk Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: 8558-14 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 11.2 SUBJECT/RECOMMENDATION: Adopt Ordinance 8558-14 on second reading, annexing certain right -of-way located on Belcher Road, north of Sunset Point Road to Montclair Road, including all of the right -of-way within the intersection of North Belcher Road, Montclair Road, and Old Coachman Road into the corporate limits of the city and redefining the boundary lines of the city to include said addition. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 5/30/2014 Ordinance No. 8558-14 ORDINANCE NO. 8558-14 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, ANNEXING CERTAIN RIGHT-OF-WAYLOCATED ON BELCHER ROAD, NORTH OF SUNSET POINT ROAD TO MONTCLAIR ROAD, INCLUDING ALL OF THE RIGHT- OF-WAY WITHIN THE INTERSECTION OF NORTH BELCHER ROAD, MONTCLAIR ROAD, AND OLD COACHMAN ROAD, CONSISTING OF A PORTION OF SECTION 06, TOWNSHIP 29 SOUTH, RANGE 16 EAST, INTO THE CORPORATE LIMITS OF THE CITY, AND REDEFINING THE BOUNDARY LINES OF THE CITY TO INCLUDE SAID ADDITION; PROVIDING AN EFFECTIVE DATE. WHEREAS, the owner of the real property described herein and depicted on the map attached hereto as Exhibit Ahas petitioned the City of Clearwater to annex the property into the City pursuant to Section 171.044, Florida Statutes, and the City has complied with all applicable requirements of Florida law in connection with this ordinance; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following-described property is hereby annexed into the City of Clearwater and the boundary lines of the City are redefined accordingly: Right-of-way of North Belcher Road in Northwest quarter of Section 06, Township 29 South, Range 16 East, North of Sunset Point Road to Montclair Road, including all of the right-of-way within the intersection of Belcher Road, Montclair Road, and Old Coachman Road. (ANX2014-02005) The map attached as Exhibit Ais hereby incorporated by reference. Section 2. The provisions of this ordinance are found and determined to be consistent with the City of Clearwater Comprehensive Plan. The City Council hereby accepts the dedication of all easements, parks, rights-of-way and other dedications to the public, which have heretofore been made by plat, deed oruser within the annexed property. The City Engineer, the City Clerk and the Planning and Development Director are directed to include and show the property described herein upon the official maps and records of the City. Section 3. This ordinance shall take effect immediately upon adoption. The City Clerk shall file certified copies of this ordinance, including the map attached hereto, with the Clerk of the Circuit Court and with the County Administrator of Pinellas County, Florida, within 7 days after adoption, and shall file a certified copy with the Florida Department of State within 30 days after adoption. 2 Ordinance No. 8558-14 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N.Cretekos Mayor Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A Proposed Annexation Map Owner Pinellas County Case: ANX2014-02005 Site: Belcher Road ROW Only Total Property Size: 4.974 acres Land Use Zoning PIN: N/A From: To: N/A N/A RM MHDR Atlas Page: 254A 79.5 92 . 5 3 06115 3 48 . 6 50 70164 94667 12 LAKE 140 183(S)72(S) 4059.5 110 66 66 130(S) 70.95 60 50 50 55 55 60 60 69.5 60 60 74(S) 110 149(S) 94 0 9 1 * 64132 64129 A 17 18 19 20 58 59 1 2 3 4 5 1 1 1 1 1 1 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 87 888990 9291 9394 9695979899 23/01 6.65 23/02 17.06 23/032 8.04 23/03 23/031 2.37 23/022 1.55 23/0321 NOTE: SUB. #09072 DOES NOT FOLLOW STANDARDIZED PARCEL FORMAT. LOT FIELD HAS BEEN SHIFTED TO LEFT ONE SPACE. * SEE PLAT FOR DIMENSIONS 120(S) 50 50 60 60 50 60 60 55 80 116(S) 110 59 50 17264 17261 87 87665 87 6 6 5 D 654321 36 35 34 33 7 8 9 30 29 28 31 32 33 54 53 52 37 38 39 60 59 58 32 31 30 TR A TR C A C(C) A C(C) A C(C) A C(C) A C(C) A C(C) 1 SUNSET POINT RD MONTCLAIR RD ATLANTIS DR OLD COACHMAN RD UTOPIAN DR E ALBRIGHT DR CITRUS CT PERTH ST STETSON DR 22 5 1 22 5 1 22 0 0 23 0 1 23 2 9 1864 1870 1864 1876 1870 2254 2230 2224 2242 2248 2236 1875 1 8 8 1 188 71899 1893 2320 2316 2001 2000 1927 1911 1919 1923 1959 1937 1943 1946 1929 2209 2231 1863 1869 1934 1928 1880 1918 1938 1963 1973 1958 196 2 1865 1922 1926 1875 2308 195 4 1942 1844 197 0 2308 1967 1950 2185 1914 196 6 1869 1875 1951 1875 2300 1899Traf1899Traf 2 1911 1876 1870 1864 1876 1863 1869 2010 2006 1955 1951 1947 1943 1935 1919 1925 1863 1869 2281 2286 19 197 5 2277 195 5 1935 191 2279 22852265 2288 2288 19 2275 2007 1947 1951 193 19 19 2273 1863 187 5 1931 2263 200 2267 2271 2304 195 1921Publ 1923 Liq -N o t t o S c a l e - -N o t a S u r v e y - Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: 8559-14 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 11.3 SUBJECT/RECOMMENDATION: Adopt Ordinance 8559-14 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain right -of-way located on Belcher Road, north of Sunset Point Road to Montclair Road, including all of the right-of-way within the intersection of North Belcher Road, Montclair Road, and Old Coachman Road, upon annexation into the City of Clearwater, as Residential Medium (RM). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 5/30/2014 Ordinance No. 8559-14 ORDINANCE NO. 8559-14 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE FUTURE LAND USE PLAN ELEMENT OF THE COMPREHENSIVE PLAN OF THE CITY, TO DESIGNATE THE LAND USE FOR CERTAIN RIGHT-OF- WAYLOCATED ON BELCHER ROAD, NORTH OF SUNSET POINT ROAD TO MONTCLAIR ROAD, INCLUDING ALL OF THE RIGHT-OF-WAY WITHIN THE INTERSECTION OF NORTH BELCHER ROAD, MONTCLAIR ROAD, AND OLD COACHMAN ROAD, CONSISTING OF A PORTION OF SECTION 06, TOWNSHIP 29 SOUTH, RANGE 16 EAST, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS RESIDENTIAL MEDIUM (RM); PROVIDING AN EFFECTIVE DATE. WHEREAS, the amendment to the future land use plan element of the comprehensive plan of the City as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's comprehensive plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The future land use plan element of the comprehensive plan of the City of Clearwater is amended by designating the land use category for the hereinafter described property, upon annexation into the City of Clearwater, as follows: Property Land Use Category Right-of-way of North Belcher Road in Northwest quarter of Section 06, Township 29 South, Range 16 East, North of Sunset Point Road to Montclair Road, including all of the right-of-way within the intersection of Belcher Road, Montclair Road, and Old Coachman Road. Residential Medium (RM) (ANX2014-02005) The map attached as Exhibit Ais hereby incorporated by reference. Section 2. The City Council does hereby certify that this ordinance is consistent with the City’s comprehensive plan. 2 Ordinance No. 8559-14 Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 8558-14. PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A Future Land Use Map Owner Pinellas County Case: ANX2014-02005 Site: Belcher Road ROW Only Total Property Size: 4.974 acres Land Use Zoning PIN: N/A From: To: N/A N/A RM MHDR Atlas Page: 254A 79.5 92 . 5 3 06115 3 48 . 6 50 70164 94667 12 LAKE 140 183(S)72(S) 4059.5 110 66 66 130(S) 70.95 60 50 50 55 55 60 60 69.5 60 60 74(S) 110 149(S) 94 0 9 1 * 64132 64129 A 17 18 19 20 58 59 1 2 3 4 5 1 1 1 1 1 1 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 87 888990 9291 9394 9695979899 23/01 6.65 23/02 17.06 23/032 8.04 23/03 23/031 2.37 23/022 1.55 23/0321 NOTE: SUB. #09072 DOES NOT FOLLOW STANDARDIZED PARCEL FORMAT. LOT FIELD HAS BEEN SHIFTED TO LEFT ONE SPACE. * SEE PLAT FOR DIMENSIONS 120(S) 50 50 60 60 50 60 60 55 80 116(S) 110 59 50 17264 17261 87 87665 87 6 6 5 D 654321 36 35 34 33 7 8 9 30 29 28 31 32 33 54 53 52 37 38 39 60 59 58 32 31 30 TR A TR C A C(C) A C(C) A C(C) A C(C) A C(C) A C(C) 1 RM R/O/R RU CG P RL WATER WATER RM P RU RLM RU RU P T/URURURU RM CG RM R/OG RL RU RL RL P R/OG P P RU RL RM RL CG RU RU P RM RM P RM SUNSET POINT RD MONTCLAIR RD ATLANTIS DR OLD COACHMAN RD UTOPIAN DR E ALBRIGHT DR CITRUS CT PERTH ST STETSON DR 22 5 1 22 5 1 22 0 0 23 2 9 1864 1870 1864 1876 1870 2254 2230 2224 2242 2236 1875 1 8 8 1 188 71899 1893 2320 2001 2000 1911 1937 1943 1946 1929 2231 1863 1869 1934 1928 1880 1918 1938 1963 1973 1958 196 2 1865 1922 1926 1875 195 4 1942 1844 197 0 2308 1967 1950 2185 1914 196 6 1869 18751875 2300 1899Traf1899Traf 2 1911 2301 1876 1870 1864 1876 2248 1863 1869 2316 2010 2006 1927 1919 1923 1959 1955 1951 1947 1943 1935 1919 1925 2209 1863 1869 2281 2286 19 197 5 2277 195 5 1935 191 2279 22852265 2288 2288 19 2275 2007 1947 1951 2308 193 19 19 2273 1863 187 5 1931 2263 195 1 200 2267 2271 2304 195 1921Publ 1923 Liq -N o t t o S c a l e - -N o t a S u r v e y - RM RM Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: 8560-14 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 11.4 SUBJECT/RECOMMENDATION: Adopt Ordinance 8560-14 on second reading, amending the Zoning Atlas of the city by zoning certain right-of-way located on Belcher Road, north of Sunset Point Road to Montclair Road , including all of the right -of-way within the intersection of North Belcher Road, Montclair Road , and Old Coachman Road, upon annexation into the City of Clearwater, as Medium High Density Residential (MHDR). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 5/30/2014 Ordinance No. 8560-14 ORDINANCE NO. 8560-14 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE ZONING ATLAS OF THE CITY BY ZONING CERTAIN RIGHT-OF-WAYLOCATEDON BELCHER ROAD, NORTH OF SUNSET POINT ROAD TO MONTCLAIR ROAD, INCLUDING ALL OF THE RIGHT-OF- WAY WITHIN THE INTERSECTION OF NORTH BELCHER ROAD, MONTCLAIR ROAD, AND OLD COACHMAN ROAD, CONSISTING OF A PORTION OF SECTION 06, TOWNSHIP 29 SOUTH, RANGE 16 EAST, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS MEDIUM HIGH DENSITY RESIDENTIAL (MHDR); PROVIDING AN EFFECTIVE DATE. WHEREAS, the assignment of a zoning district classification as set forth in this ordinance is found to be reasonable, properand appropriate, and is consistent with the City's comprehensive plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following described property located in Pinellas County, Florida, is hereby zoned as indicated upon annexation into the City of Clearwater, and the zoning atlas of the City is amended, as follows: The map attached as Exhibit Ais hereby incorporated by reference. Section 2. The City Engineer is directed to revise the zoning atlas of the City in accordance with the foregoing amendment. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 8558-14. Property Zoning District Right-of-way of North Belcher Road in Northwest quarter of Section 06, Township 29 South, Range 16 East, North of Sunset Point Road to Montclair Road, including all of the right-of-way within the intersection of Belcher Road, Montclair Road, and Old Coachman Road. Medium High Density Residential (MHDR) (ANX2014-02005) 2 Ordinance No. 8560-14 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Attest: Rosemarie Call City Clerk Exhibit A Zoning Map Owner Pinellas County Case: ANX2014-02005 Site: Belcher Road ROW Only Total Property Size: 4.974 acres Land Use Zoning PIN: N/A From: To: N/A N/A RM MHDR Atlas Page: 254A 79.5 92 . 5 3 06115 3 48 . 6 50 70164 94667 12 LAKE 140 183(S)72(S) 4059.5 110 66 66 130(S) 70.95 60 50 50 55 55 60 60 69.5 60 60 74(S) 110 149(S) 94 0 9 1 * 64132 64129 A 17 18 19 20 58 59 1 2 3 4 5 1 1 1 1 1 1 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 87 888990 9291 9394 9695979899 23/01 6.65 23/02 17.06 23/032 8.04 23/03 23/031 2.37 23/022 1.55 23/0321 NOTE: SUB. #09072 DOES NOT FOLLOW STANDARDIZED PARCEL FORMAT. LOT FIELD HAS BEEN SHIFTED TO LEFT ONE SPACE. * SEE PLAT FOR DIMENSIONS 120(S) 50 50 60 60 50 60 60 55 80 116(S) 110 59 50 17264 17261 87 87665 87 6 6 5 D 654321 36 35 34 33 7 8 9 30 29 28 31 32 33 54 53 52 37 38 39 60 59 58 32 31 30 TR A TR C A C(C) A C(C) A C(C) A C(C) A C(C) A C(C) 1 SUNSET POINT RD MONTCLAIR RD ATLANTIS DR OLD COACHMAN RD UTOPIAN DR E ALBRIGHT DR CITRUS CT PERTH ST STETSON DR P C C MHDR I LMDR O O MDR LMDR LMDR 22 5 1 22 5 1 22 0 0 23 0 1 23 2 9 1864 1870 1864 1876 1870 2254 2230 2224 2242 2248 2236 1875 1 8 8 1 188 71899 1893 2320 2316 2001 2000 1927 1911 1919 1923 1959 1937 1943 1946 1929 2209 2231 1863 1869 1934 1928 1880 1918 1938 1963 1973 1958 196 2 1865 1922 1875 2308 195 4 1942 1844 197 0 2308 1967 1950 2185 1914 196 6 1869 1875 1951 2300 1899Traf1899Traf MDR MHDR LMDR LMDR LMDR 2 1911 1876 1870 1864 1876 1863 1869 2010 2006 1955 1951 1947 1943 1935 1919 1925 1863 1869 2281 2286 19 197 5 2277 195 5 1935 191 2279 22852265 2288 2288 19 2275 2007 1947 1926 1951 193 19 19 2273 1863 187 5 1931 2263 200 2267 1875 2271 2304 195 1921Publ 1923 Liq -N o t t o S c a l e - -N o t a S u r v e y - MHDR MHDR Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: 8564-14 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 11.5 SUBJECT/RECOMMENDATION: Adopt Ordinance 8564-14 on second reading, annexing certain real property whose post office addresses are 1278 Palm Street and 2017 North Betty Lane, all in Clearwater, Florida, 33755, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 5/30/2014 Ordinance No. 8564-14 ORDINANCE NO. 8564-14 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, ANNEXING CERTAIN REAL PROPERTIES LOCATED GENERALLY SOUTH OF UNION STREET, EAST OF DOUGLAS AVENUE, NORTH OF SUNSET POINT ROAD (STATE ROAD 576), AND WEST OF KINGS HIGHWAY, CONSISTING OF PORTIONS OF SECTION 03, TOWNSHIP 29 NORTH, RANGE 15 EAST, WHOSE POST OFFICE ADDRESSESARE1278 PALM STREET AND 2017 NORTH BETTY LANE, ALL IN CLEARWATER, FLORIDA 33755, INTO THE CORPORATE LIMITS OF THE CITY, AND REDEFINING THE BOUNDARY LINES OF THE CITY TO INCLUDE SAID ADDITION; PROVIDING AN EFFECTIVE DATE. WHEREAS, the ownersof the real propertiesdescribed herein and depicted on the map attached hereto as Exhibit Bhas petitioned the City of Clearwater to annex the propertiesinto the City pursuant to Section 171.044, Florida Statutes, and the City has complied with all applicable requirements of Florida law in connection with this ordinance; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following-described propertiesarehereby annexed into the City of Clearwater and the boundary lines of the City are redefined accordingly: SEE EXHIBIT A (ANX2014-03007) The map attached as Exhibit Bis hereby incorporated by reference. Section 2. The provisions of this ordinance are found and determined to be consistent with the City of Clearwater Comprehensive Plan. The City Council hereby accepts the dedication of all easements, parks, rights-of-way and other dedications to the public, which have heretofore been made by plat, deed or user within the annexed property. The City Engineer, the City Clerk and the Planning and Development Director are directed to include and show the property described herein upon the official maps and records of the City. Section 3. This ordinance shall take effect immediately upon adoption. The City Clerk shall file certified copies of this ordinance, including the map attached hereto, with the Clerk of the Circuit Court and with the County Administrator of Pinellas County, Florida, within 7 days after adoption, and shall file a certified copy with the Florida Department of State within 30 days after adoption. 2 Ordinance No. 8564-14 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Attest: Rosemarie Call City Clerk LEGAL DESCRIPTIONS A NX2014-03007 ========================================================================================= No. Parcel ID Legal Description Address 1. 03-29-15-46998-000-0090 Lot 9 1278 Palm Street The above in KNIGHT’S ACRES subdivision, as recorded in PLAT BOOK 11, PAGE 67, of the Public Records of Pinellas County, Florida. ========================================================================================= No. Parcel ID Legal Description Address 2. 03-29-15-12060-011-0050 Block K, Lot 5 2017 North Betty Lane The above in BROOKLAWN subdivision, as recorded in PLAT BOOK 13, PAGE 59, of the Public Records of Pinellas County, Florida. Exhibit A Exhibit B Proposed Annexation Map Owner MULTIPLE OWNERS Case: ANX2014-03007 Site: Idlewild Septic-to-Sewer Project Area: Two lots south of Union Street, east of Douglas Avenue, north of Sunset Point Road (SR 576), and west of Kings Highway Total Property Size: 0.234 acres Land Use Zoning PIN: 03-29-15-46998-000-0090 03-29-15-12060-011-0050 From: To: RU (County) R-4 (County) RU (City) LMDR (City) Atlas Page: 251B 60 60 60 60 60 60 60 60 60 60 60 60 60 60 87.7 45 40 40 40 87.7 12060 15840 46998 80388 AB F G K L A B C E TRACT "B" 12 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 1 2 3 4 (25) 1 2 10 11 17 18 19 20 21 22 232425262728 17 18 19 20 21 22 232425262728 12 13 141516 17 1 2 3 4 5 6 7 8 9101112 13 14 15 16 17 18 19 20 21222324 25 26 27 28 29 30 12 13 14 15 16 17 18 19 20 21 22 23 24 4 5 6 7 8 9 10 11 12 13 14 15161718 12 13 14 15 16 17 18 19 20 23 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 78 9 10 1 2 3 4 5 6 78 9 10 1 2 8 9 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 18 63 30 36 50 1 UNION ST BETTY LN IDLEWILD DR TH E MAL L W O OD L AW N TE R PO I N S E T T A A V E PALM ST BERMUDA ST ARBELIA ST 12 7 4 13 3 1 13 2 1 13 2 5 13 1 7 2020 13 3 7 2048 2050 2058 2021 2040 2044 2014 2066 12 5 9 12 7 1 12 6 3 13 3 0 13 2 2 2077 2063 2049 2057 2071 2000 2049 2053 2067 2068 2070 2072 2080 13 0 9 2071 2083 2047 2048 13 0 0 2069 2010 2026 2028 13 1 0 2025 2019 13 2 5 13 1 7 13 0 1 12 9 5 12 9 1 12 8 7 12 8 3 12 7 7 12 7 3 12 7 1 12 6 7 12 6 5 12 6 1 12 5 3 12 4 9 2022 2030 12 9 1 12 9 6 2021 2020 2022 2026 12 6 2 12 6 0 12 5 6 12 5 2 12 4 6 12 6 5 12 6 1 12 5 7 12 4 5 12 9 0 12 9 2 12 8 4 12 8 0 12 7 2 12 6 6 12 6 0 12 5 4 12 4 6 2044 12 7 9 12 7 7 12 7 1 12 6 7 12 6 5 12 5 9 12 5 5 12 5 1 12 4 7 12 4 5 12 3 9 12 4 2 2060 2064 2066 12 9 3 12 7 9 12 7 5 12 6 7 12 4 5 12 3 9 12 8 2 12 6 2 12 3 8 12 8 3 12 6 3 12 4 1 2060 1333 2056 2064 2035 2039 207512 7 8 2067 2025 12 5 5 2076 2077 2081 2079 2052 13 1 0 2063 2065 13 0 0 12 4 5 2024 2028 12 8 6 2027 12 6 6 12 5 0 12 9 3 12 7 6 12 6 8 12 6 4 12 6 2 12 5 6 12 5 0 12 8 3 12 5 5 12 5 7 12 5 1 12 7 0 12 6 6 12 6 0 12 5 6 12 5 0 12 4 6 12 4 4 12 5 3 12 7 5 12 7 3 12 7 1 12 6 5 12 6 7 12 5 9 12 4 7 12 4 5 1999 2043 2017 2031 2 0 1 5 12 4 4 ½ -N o t t o S c a l e - -N o t a S u r v e y - Exhibit B Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: 8565-14 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 11.6 SUBJECT/RECOMMENDATION: Adopt Ordinance 8565-14 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain real property whose post office addresses are 1278 Palm Street and 2017 North Betty Lane, all in Clearwater , Florida, 33755, upon annexation into the City of Clearwater, as Residential Urban (RU). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 5/30/2014 Ordinance No. 8565-14 ORDINANCE NO. 8565-14 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE FUTURE LAND USE PLAN ELEMENT OF THE COMPREHENSIVE PLAN OF THE CITY, TO DESIGNATE THE LAND USE FOR CERTAIN REAL PROPERTIESLOCATED GENERALLY SOUTH OF UNION STREET, EASTOF DOUGLAS AVENUE, NORTH OF SUNSET POINT ROAD (STATE ROAD 576), AND WEST OF KINGS HIGHWAY, CONSISTING OF PORTIONS OF SECTION 03, TOWNSHIP 29 NORTH, RANGE 15 EAST, WHOSE POST OFFICE ADDRESSESARE1278 PALM STREET AND 2017 NORTH BETTY LANE, ALL IN CLEARWATER, FLORIDA 33755, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS RESIDENTIAL URBAN (RU); PROVIDING AN EFFECTIVE DATE. WHEREAS, the amendment to the future land use plan element of the comprehensive plan of the City as set forth in thisordinance is found to be reasonable, proper and appropriate, and is consistent with the City's comprehensive plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The future land use plan element of the comprehensive plan of the City of Clearwater is amended by designating the land use category for the hereinafter described properties, upon annexation into the City of Clearwater, as follows: Property Land UseCategory SEE EXHIBIT A Residential Urban (RU) (ANX2014-03007) The map attached as Exhibit Bis hereby incorporated by reference. Section 2. The City Council does hereby certify that this ordinance is consistent with the City’s comprehensive plan. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No.8564-14. 2 Ordinance No. 8565-14 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Attest: Rosemarie Call City Clerk LEGAL DESCRIPTIONS A NX2014-03007 ========================================================================================= No. Parcel ID Legal Description Address 1. 03-29-15-46998-000-0090 Lot 9 1278 Palm Street The above in KNIGHT’S ACRES subdivision, as recorded in PLAT BOOK 11, PAGE 67, of the Public Records of Pinellas County, Florida. ========================================================================================= No. Parcel ID Legal Description Address 2. 03-29-15-12060-011-0050 Block K, Lot 5 2017 North Betty Lane The above in BROOKLAWN subdivision, as recorded in PLAT BOOK 13, PAGE 59, of the Public Records of Pinellas County, Florida. Exhibit A Exhibit B Future Land Use Map Owner MULTIPLE OWNERS Case: ANX2014-03007 Site: Idlewild Septic-to-Sewer Project Area: Two lots south of Union Street, east of Douglas Avenue, north of Sunset Point Road (SR 576), and west of Kings Highway Total Property Size: 0.234 acres Land Use Zoning PIN: 03-29-15-46998-000-0090 03-29-15-12060-011-0050 From: To: RU (County) R-4 (County) RU (City) LMDR (City) Atlas Page: 251B 60 60 60 60 60 60 60 60 60 60 60 60 60 60 87.7 45 40 40 40 87.7 12060 15840 46998 80388 AB F G K L A B C E TRACT "B" 12 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 1 2 3 4 (25) 1 2 10 11 17 18 19 20 21 22 232425262728 17 18 19 20 21 22 232425262728 12 13 141516 17 1 2 3 4 5 6 7 8 9101112 13 14 15 16 17 18 19 20 21222324 25 26 27 28 29 30 12 13 14 15 16 17 18 19 20 21 22 23 24 4 5 6 7 8 9 10 11 12 13 14 15161718 12 13 14 15 16 17 18 19 20 23 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 78 9 10 1 2 3 4 5 6 78 9 10 1 2 8 9 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 18 63 30 36 50 1 RU RU RU RU RU RU RU RU RU RU RU RM RM RU RU RU RU RU RU RU RU RM RU RM RM P RM WATER RU RU WATER RU UNION ST BETTY LN IDLEWILD DR THE MALL W O OD L AW N TE R PO I N S E T T A A V E PALM ST BERMUDA ST ARBELIA ST 12 7 4 13 3 1 13 2 1 13 2 5 13 1 7 2020 2048 2050 2058 2040 2044 2066 12 5 9 12 7 1 12 6 3 13 3 0 13 2 2 2063 2049 2057 2071 2067 2068 2070 2072 2080 13 0 9 2071 2083 2048 13 0 0 2069 2010 2026 2028 13 1 0 2025 13 2 5 13 0 1 12 9 5 12 9 1 12 8 7 12 8 3 12 7 7 12 7 3 12 7 1 12 6 7 12 6 5 12 6 1 12 5 3 2022 2030 12 9 1 12 9 6 2021 2020 2022 2026 12 6 2 12 6 0 12 5 6 12 5 2 12 6 5 12 6 1 12 5 7 12 4 5 12 9 0 12 9 2 12 8 4 12 8 0 12 7 2 12 6 6 12 6 0 12 5 4 12 4 6 2044 12 7 9 12 7 7 12 7 1 12 6 7 12 6 5 12 5 9 12 5 5 12 5 1 12 4 7 12 4 5 12 3 9 12 4 2 2060 2064 2066 12 9 3 12 7 9 12 7 5 12 6 7 12 4 5 12 3 9 12 8 2 12 6 2 12 3 8 12 8 3 12 6 3 12 4 1 2060 1333 2056 2064 2035 2039 12 7 8 2067 13 3 7 2025 2021 12 5 5 2014 2077 2076 2077 2081 2000 2049 2053 2079 2047 2052 13 1 0 2063 2065 13 0 0 2019 13 1 7 12 4 9 12 4 5 2024 2028 12 8 6 2027 12 6 6 12 4 6 12 5 0 12 9 3 12 7 6 12 6 8 12 6 4 12 6 2 12 5 6 12 5 0 12 8 3 12 5 5 12 5 7 12 5 1 12 7 0 12 6 6 12 6 0 12 5 6 12 5 0 12 4 6 12 4 4 12 5 3 12 7 5 12 7 3 12 7 1 12 6 5 12 6 7 12 5 9 12 4 7 12 4 5 1999 2043 2017 2075 2031 2 0 1 5 12 4 4 ½ -N o t t o S c a l e - -N o t a S u r v e y - RU RU Exhibit B Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: 8566-14 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: OrdinanceIn Control: Legal Department Agenda Number: 11.7 SUBJECT/RECOMMENDATION: Adopt Ordinance 8566-14 on second reading, amending the Zoning Atlas of the city by zoning certain real property whose post office addresses are 1278 Palm Street and 2017 North Betty Lane, all in Clearwater, Florida, 33755, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 5/30/2014 Ordinance No. 8566-14 ORDINANCE NO. 8566-14 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE ZONING ATLAS OF THE CITY BY ZONING CERTAIN REALPROPERTIESLOCATED GENERALLY SOUTH OF UNION STREET, EAST OF DOUGLAS AVENUE, NORTH OF SUNSET POINT ROAD (STATE ROAD 576), AND WEST OF KINGS HIGHWAY, CONSISTING OF PORTIONS OF SECTION 03, TOWNSHIP 29 NORTH, RANGE 15 EAST, WHOSE POST OFFICE ADDRESSESARE1278 PALM STREET AND 2017 NORTH BETTY LANE, ALL IN CLEARWATER, FLORIDA 33755, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS LOW MEDIUM DENSITY RESIDENTIAL (LMDR); PROVIDING AN EFFECTIVE DATE. WHEREAS, the assignment of a zoning district classification as set forth in this ordinance is found to be reasonable, proper and appropriate, and is consistent with the City's comprehensive plan; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following described propertieslocated in Pinellas County, Florida, is hereby zoned as indicated upon annexation into the City of Clearwater, and the zoning atlas of the City is amended, as follows: The map attached as Exhibit Bis hereby incorporated by reference. Section 2. The City Engineer is directed to revise the zoning atlas of the City in accordance with the foregoing amendment. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 8564-14. Property Zoning District SEE ATTACHED EXHIBIT A Low Medium Density Residential (LMDR) (ANX2013-03007) 2 Ordinance No. 8566-14 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED George N. Cretekos Mayor Approved as to form: Leslie K. Dougall-Sides Assistant City Attorney Attest: Rosemarie Call City Clerk LEGAL DESCRIPTIONS A NX2014-03007 ========================================================================================= No. Parcel ID Legal Description Address 1. 03-29-15-46998-000-0090 Lot 9 1278 Palm Street The above in KNIGHT’S ACRES subdivision, as recorded in PLAT BOOK 11, PAGE 67, of the Public Records of Pinellas County, Florida. ========================================================================================= No. Parcel ID Legal Description Address 2. 03-29-15-12060-011-0050 Block K, Lot 5 2017 North Betty Lane The above in BROOKLAWN subdivision, as recorded in PLAT BOOK 13, PAGE 59, of the Public Records of Pinellas County, Florida. Exhibit A Exhibit B Zoning Map Owner MULTIPLE OWNERS Case: ANX2014-03007 Site: Idlewild Septic-to-Sewer Project Area: Two lots south of Union Street, east of Douglas Avenue, north of Sunset Point Road (SR 576), and west of Kings Highway Total Property Size: 0.234 acres Land Use Zoning PIN: 03-29-15-46998-000-0090 03-29-15-12060-011-0050 From: To: RU (County) R-4 (County) RU (City) LMDR (City) Atlas Page: 251B 60 60 60 60 60 60 60 60 60 60 60 60 60 60 87.7 45 40 40 40 87.7 12060 15840 46998 80388 AB F G K L A B C E TRACT "B" 12 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 10 11 12 13 14 15 16 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 1 2 3 4 (25) 1 2 10 11 17 18 19 20 21 22 232425262728 17 18 19 20 21 22 232425262728 12 13 141516 17 1 2 3 4 5 6 7 8 9101112 13 14 15 16 17 18 19 20 21222324 25 26 27 28 29 30 12 13 14 15 16 17 18 19 20 21 22 23 24 4 5 6 7 8 9 10 11 12 13 14 15161718 12 13 14 15 16 17 18 19 20 23 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 78 9 10 1 2 3 4 5 6 78 9 10 1 2 8 9 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 18 63 30 36 50 1 LMDR MDR LMDR LMDR LMDR LMDR UNION ST BETTY LN IDLEWILD DR THE MA LL W O OD L AW N TE R PO I N S E T T A A V E PALM ST BERMUDA ST ARBELIA ST 12 7 4 13 3 1 13 2 1 13 2 5 13 1 7 2020 13 3 7 2048 2050 2058 2021 12 5 5 2040 2044 12 5 9 12 7 1 12 6 3 13 3 0 13 2 2 2077 2063 2049 2071 2081 2000 2049 2067 2068 2070 2072 2080 13 0 9 2071 2083 2047 2048 13 1 0 13 0 0 2069 2010 2026 2028 13 1 0 2025 2019 13 2 5 13 1 7 13 0 1 12 9 5 12 9 1 12 8 7 12 8 3 12 7 7 12 7 3 12 7 1 12 6 7 12 6 5 12 6 1 12 5 3 12 4 9 2022 2030 12 9 1 12 9 6 2021 2027 2020 2022 2026 12 6 2 12 6 0 12 5 6 12 5 2 12 4 6 12 6 5 12 6 1 12 5 7 12 4 5 12 9 0 12 9 2 12 8 4 12 8 0 12 7 2 12 6 6 12 6 0 12 5 4 12 4 6 2044 12 9 3 12 7 9 12 7 7 12 7 1 12 6 7 12 6 5 12 5 9 12 5 5 12 5 1 12 4 7 12 4 5 12 3 9 12 6 4 12 6 2 12 4 2 2060 2064 2066 12 9 3 12 7 9 12 7 5 12 6 7 12 5 5 12 5 7 12 5 1 12 4 5 12 3 9 12 8 2 12 7 0 12 6 6 12 6 2 12 6 0 12 5 6 12 5 0 12 3 8 12 5 3 12 8 3 12 7 5 12 7 3 12 7 1 12 6 5 12 6 3 12 5 9 12 4 7 12 4 5 12 4 1 2060 1333 2064 2035 2039 2075 2031 12 7 8 2067 2025 2014 2066 2076 2057 2077 2053 2079 2052 2063 2065 13 0 0 12 4 5 2024 2028 12 8 6 12 6 6 12 5 0 12 7 6 12 6 8 12 5 6 12 5 0 12 8 3 12 4 6 12 4 4 12 6 7 1999 2056 2043 20172015 12 4 4 ½ -N o t t o S c a l e - -N o t a S u r v e y - LMDR LMDR Exhibit B Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-199 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Council Discussion In Control: Council Worksession Agenda Number: 13.1 SUBJECT/RECOMMENDATION: Lake Belleview Fishing Pier in Ross Norton Park - Councilmember Jonson SUMMARY: APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 5/30/2014 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-200 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Council Discussion In Control: Council Worksession Agenda Number: 13.2 SUBJECT/RECOMMENDATION: Brief update on Pinellas Suncoast Transit Authority Service Adjustments - Councilmember Jonson SUMMARY: APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 5/30/2014 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-183 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Presentation(s) for In Control: Council Worksession Agenda Number: 16.1 SUBJECT/RECOMMENDATION: World Refugee Day Proclamation - Amira Salama, Exec. Dir. Coptic Orthodox Charities, Inc. SUMMARY: [Enter background information.] APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 5/30/2014 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-194 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Presentation(s) for In Control: Council Worksession Agenda Number: 16.2 SUBJECT/RECOMMENDATION: National Homeownership Month Proclamation - Terry Malcolm Smith and Jerry Spilatro SUMMARY: [Enter background information.] Page 1 City of Clearwater Printed on 5/30/2014 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-202 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Presentation(s) for In Control: Council Worksession Agenda Number: 16.3 SUBJECT/RECOMMENDATION: Code Enforcement Officers’ Appreciation Week Proclamation SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 5/30/2014 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#14-204 Agenda Date: 6/2/2014 Status: Agenda ReadyVersion: 1 File Type: Presentation(s) for In Control: Council Worksession Agenda Number: 16.4 SUBJECT/RECOMMENDATION: Immigration Heritage Month Proclamation, June 2014 SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 5/30/2014