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DVA2014-07005� �lea��Tater ; MEETING DATE: AGENDA ITEM: CASE: REQUEST: GENERAL DATA: Agenl... ... ... ... ... ... ... ... . flppl icant / Cht�ner.......... Locution ... .... ....... . ....... .. Property Size ....... ....... .... ... F«ture Ltrnd �;:se Plan...... Zoning... ... ... ... ... ... ... ... ... Special A��ea Plan .............. Adjacent 'Laning.. North: South: Ea.st.• yVest: Existirzg Lund U,se ............. Proposed Land L+se ... ... .... :� .� � � COMMUNITY DEVELOPMENT BQARD PLANNING AND DEVELOPMENT DEPARTiV1EN1' STAFF REPORT September 16, 2014 F.l. DVA2014-07005 Revie�v of, and recommendation to the City Council, of the second Amenciment to the first amended and restated Development Agreement between K& P Cleanvater Estate, LLC (the property owner) and the City of Clearwater. J. Paul Raymond, Esq., anci Macfarfane, Ferguson & McMulIen. K& P Clearwater F,state, LLC. l00 Coronado Drive; directly south of Pier 60 between Goronado Drive and South Gulfview Boulevard, north af Second Street. 2.75 acres Resort Facilities High (RFH) "I�ourist (7') District Beach by Desig�r, F3each Walk District Tourist (T) District Tourist ("C) District Toucist (T) District Open Space/Recreation (OSr'R) District Vacant (overnight accommodatians approved and site plans under permit review). Overnight accommodation use of a total of 450 rooms (163.6 roomslacre} and a masimum of 37,000 square feet (0.31 FAR) of amenities accessory to the hotel. a� w,, . .. ,_. ., ,�" , ,. �,� . � �,� �; �'«, r�,. :� �►: . . � � ��,,, p, • i M ,+.�....�.,.. ,', •�. � � "jr * � � � + , : vr,•9j� .�7, �C � t # . . � • • _ ��'� �u�, � r � � � ' � � � � +� W �� 1 �' �4 . �� '� : : �� ` � =� �ii . �� . � r �► :� �. � `'� ��o �� ,,�„� ,� �. �. t` ;� � � �• � ` � . � :� . . � � , � V �a.l LeKel III Oevebpment Agreement Application Revfew � � � �,,. ANALYSIS: Site Location and Existing Conditions: The 2.75-acre subject property is located directly south of Pier 60 between Coronado Drive and South Gulfview Boulevard, north of Second Street. While the subject property is currently used as a temporary public parking lot, it was previously developed with various motels (Days Inn, Beach 'I'o�vers Motel, Spyglass Motel and Golden Beach Motel) and numerous retail sales and restaurant uses. The overall property includes several vaeated and dedicated rights-of- way. Site History: The subject site has been the subject of three Level II Flexible Development applications, and four Level III Applications for a Development Agreement with subsequent amendments. Thc: history of the site as related to the current request is provided below. Level t I Ap�rovals: ➢ On October 19, 2004, the Community Development Board (CDB) approved a Ftexible Development application for the construction of a 350-unit hotel with associated amenities and 75 attached dwellings as a mixed-use development (FLD2004-02013}. ➢ On May 17, 2005, the CDB approved a Flexible Development application (FLD20Q4-02013A) amending the prior project to modify the location of an elevated pedestrian walkway over South Gulfview Boulevard. ➢ On Qctober 21, 2008, the CDB approved FLD200$-05013. This application consisted of a"resort hotel" containing 250 overnight accommadation rooms and 200 interval ovmership/ timeshare rooms - a total of 450 rooms (163.6 rooms/acre on total site) with 250 rooms being granted to the project from the Destination Resort Density Pool, and a v�-.��i�c � or:vtii_a�r»FU i i,�t�vri.oh!�+r.;:r x�wr.��° o�ws[��r � ..P.�.,. e� ; �: _-r ;-; ; � � i �f r��j4��. r`� , , ;l/ � +' t ' ,, �. , j,_,1 _. ,,.� . _ _� -= - �, � , � � r .« �� , � _. . _ r : , _ _, : . , , , s _� '� � � ---- -- _ _ I� J� ��A+�1 i '�i �, _.� 1 � � �� . 1 � } � � . -, __ .. _. �^ � � " � � , �_._ -- ) , ,_: �: � , � — - --_ � � ;� � , ¢�? ��, � < , I � t� -- r � -- _ ; _._ � _ ��T-�:x. e� _�, , -__ �_ -.. J „-- _ . } -y C ........_ . \ j � 1. � 4 1 'i�f +�. -" ___ �`j .. 6tiCAT{ON MAP � , sa: � o � ; R E t € � i �i � : `- , _ _ _ � � � ---__. ` ___ ---------- -- � . ` 7 - _ - _ - - - - . 6 ,.. --�--- - -- -'� ��, ,�_ ,' r . , ,� � .TT� µ �.� �_ »! , ;` n �. �+° i , , � � � ,� � � �� 1 }�.1.}4p,e6.., Ms� _ � _ pp�HRaf�_�---' , , - y , , : -; � � � ,,. `� � kc ic. k � �a _ � �x ;-,. ��; �� — o � '" � ...p.... » h ,_ � ,, a . � -� '� k � " � G n.1 ' _ �� ' �� , ,- � � -l.....:,_ � - -.�. -r _ _ ° .. zoN�NS a�a� ; 1 fr PARKI� LOT la�t � � �� e _� � ,' G� �„_�_, �yµ�i � . .. � _ . � �� t� �s! i� e 'm , ,;� �� ' - --. _ _ � '� 1 kE��E�O)!?W�'!� WC M�0 � _ ,.,� ,� �B�rccw ,. ,__ _} , � --------_ t .�.��„ ' ��' S ! � � `W .� ' ----____ _ � '"'� � , � .. e , b ' ' -r- - - - _ - �'f.rn _ � �- ~- - � � af ---_ � `-' •� � _____ „ �,� ' � � _ '_ - u s�. ... � --__ M :..�i� ,. � ` - �r. -------_ _ .. � .� . . � �N� � �# Communiry Development Board September l6, 2014 DVA2014-07005 - Page t �1 M f s ,. <" . � � -� t� � r _ 414i�1 1��tb1 Leve! III v�.,��LrNC � nrtizi.or�� r Devefq�nent Acyeemertt Applicatiat Review rn.� � i ur�e�v a s� 4 i�:w t�rvi�um u . ..atw�� . . maximum of 37,000 square feet (0.31 FAR on total site) of amenities accessory to the hotel at a height of 150 feet (to roof deck). Also included with the application was the vacation of the former pedestrian bridge landing area right-of-way on the northwest comer of the site and the dedication of additional right-of-way at the intersection of S. Gulfview Boulevazd and Coronado Drive. ➢ On November 13, 2013 the Community Devetopment Coordinator approved a request for a minor revision to the site plan approved as part of FLD2008-05013, above. The minor revisions included the following: ■ Ballrvom/Banquet Facility: The ballr�m remains in the same location, but the height of has been reduced by 22 feet. The spa that was previously located above the ballroom has been relocated to the `Connecting Element' that connects the two towers. ■ Connecting Element: This building massing has been setback approximately 30 feet from Coronado Drive. This building component was also reduced in height by 47 feet. ■ Building Podiurn: The building podium between the towers in the approved design is four levels above Beach Waik, at a height of approximately 38 feet - with the pooi deck ]ocated on top of the raised platform. The proposed design has reduced the podium structure between the towers in height. The top of the padium/pool deck is now approxirnated five feet above Beach Walk. The half level sepazation from f3each Walk to the pool/amenity deck and restaurant is accessible by way of flanking sets of steps as well as a set of flanking ADA compliant ramps. I,evel II[ Approvals: ➢ On February 17, 2005 the City Council approved a Development Agreement (DVA2004- OOOU1) atrthorizing the following: ■ Use af 254 hotel rooms from the Beach by Design Destination Resort Density Paol; ■ Maximum building height of 150 feet; ■ Vacation of a portion of the right-of-way for Gulfview Boulevard between Coronado Drive and propvsed Second Street; ■ Vacation of the First Street right-of-way between Coronado Drive and Gulfview Boulevard; ■ Dedication of right-of-way for proposed Second Street between Coronado Avenue and Gulfview Boulevard; and ■ Dedication of right-of-way for Coronado Drive between proposed Second Street and Gulfview Boulevard. ➢ On Mareh 16, 2006, City Council approved an amendment to the above Development Agreement (DVA2U04-OOOQIA), which dealt with issues associated with Beach Walk construction and the timing of the dedication af land for Relocated 1 st Street (to be known as Second Street once constructed), as well as for the construction of Relocated 1 st Street. ➢ On December 18, 2008, the City Council approved an amended and restated Development Agreement {DVA2008-0(1001) as associated with FLD2008-05013. In adciition to addressing those elements directly associated with the new development approval, the amendment also reestablished the "Effective Date" of the Development Agreement - extending the overall Community Development Board September 16, 2014 DVA2Ql4-07005 — Page 2 ' C�4u1 lTAl�l Level JU Develaprr�entAgreement Appikdtbn ReviCw vi.nMVivc, � ur:vE�.i,c�ra�rxr � ,, pLVEt O{91EYT fit V1E1Y nF�'ISIUT: life of the agreement until April 2019, but more importantly extending the developers deadline to commence construction until February 1 l, 2012. ➢ On January 12, 2012, the City Council approved an amendment to the above Development Agreement (DVA2008-OOOOIA}. The amendment clarifed that the applicant is no langer seeking interval ownership/timeshare use for the units/rooms, provided a breakdown of the floor area dedicated to meeting space and added language to three sections of the Development Agreement stating that the applicant is requesting an extension of the Ef%ctive Date from February 11, Z009 to on or about February 1 l, 201 �. Hased upon this change, the applicant shall have an additional three years during which they must commence construction or lose the 250 overnight accommodation units having heen received from the Destination Resort Density Pool. Development Agreement: The proposed amendment to the Development Agreement does not have a companion Level I or II development application, as the previously established parameters for the develvpment are not being altered through this amendment, The primary purpose af this amendment is to clarify that certain obligations of the City and the Property Owner have been completed or otherwise satis�ed, reinstates the inclusion of time share units, clarifies certain language and changes the Commencement Date. The Development Agreement wi11 be in effect for a period not to exceed ten {10) years and includes the following main provisions and amendments: ➢ Section 1.01 ■ Paragraph 14: Reverses the deletion of this paragraph in the most recent amended Development Agreement (DVA2008-OOOOIA) to reinstate the applicant's intent to establish a maximum of 200 time share units. The most recent amendmcnt provided that the Applicant was no longer interested in interval ownership/timeshare usage; ■ Paragraph 1G: provides a clarification differentiating between the 250 hotel units allocated trom the Destinatian Resort Density Pool and those units designated as Interval Ownership; ■ Paragraph 29: Adds a specific unit count of 450 units to the sentence, `'Resort Hotel lJnits means both Interval Ownership Units and Hotel Units." ■ Paragraph 34: Adds a new paragraph which clarifies what a"Timeshare Interest" is, allows that such units may be created and sold, the timeframes in which such units may be used, specifies that the creation of such units requires no further City approval and that a mixed use project (consisting of both hotel and timeshare units) is permitted. Community Development Board September 16, 2014 DVA2014-07005 — Page 3 ? Vl\.Bl 7tNi� Lertel IIi De etnvvrvc; � ue�r[�.�.c�r��eur Yefoprt�rtt Agreemeqt Applitation Review nr•��t i or�+t�r RFV�Hw a��isto;� � ��„ ➢ Section 2.03 ■ Paragraph 1 o Subpazagraph c: The specific number of allotted units (250) is deleted and adds the inclusion of an Exhibit O which provides detailed descriptions of the amounts and types of provided amenities. o Subparagraph d: This clarifies that the area of the building labeled as "7imeshare" is where the Interval Ownership units are located. � Exhibit C: Relates to Sec. 2.03 Paragraph 2 and basically adds a section to the beginning of the exhibit which provides that as lon� as the Resort Hotel is operated in accordance with the standards of the Wyndham Grand Resort that the requirements of Exhibit C are met. It also provides that the Interval Ownership Units witl meet those same standards. ➢ Commencement Date: the Commencernent Date throughout the document is moved to Februazy t S, 2015. ➢ Section 3.03 � Paragraph 2: This section was amended in the last version of the DVA and is amended again here to reference the Fact that this is the second amendment, to provide a date certain (September 12, 2d18) that the City agrees to reserve required capacity (the most recent version simpiy provided a three year time frame where this version is for three years seven months - Februaty 15, 2015 to September 12, 2018) and the effective date is deleted since an effective date is provided elsewhere. ➢ Section 5.03 ■ Paragraph 10: This is a new paragraph and provides that a Quit Ctaim Deed and Exhibit K, held in escrow, will be provided to the Developer when construction starts. Exhibit K contains an acknowledgement that all conditions with regazd to right-of-way vacations have been met. ➢ Preliminary Plans/Exhibit B ■ The applicant proposes to substitute the site plans previously attached to the Development Agreement with the site plans approved by the CDB {FLD2008-05013) and subsequently amended through a minor revisivn on November l3, 2013 (autlined in the Site Fiistory section of this report, above). ➢ Section 5.04 ■ Paragraph 7: This section was deleted in the last amendment and is largely, although not exactly, reinstated here. It provides that there will be shared use agreement with regard to various spaces, amenities and common areas which rnay be jointly used by occupants of the hotel units and timeshare units. It also provides that the Hotel and Timeshare components may be operated by more than one operator. ■ Pazagraph 10. This provides an acknowledgement from the City that the Developer has met the requirements of the Performance Assurance Milestones. ■ Paragraph 11: This is a new paragraph and adds the aforementioned new Commencement Date of February 12, 2015. Community Development Board September l6, 2014 DVA2014-07005 - Page 4 ' t�.i Level III Devetaprnent reerrrent E�i:o�ui�c, x ni 4i•i.c�r��r,x : A'9 APp�tdHonReview o�vF�op��turx�,�nwni��tsio� ° � -.T � _ �� ➢ Section 16.01 Paragraph l o Subparagraph f: this is a new subparagraph and it provides that a transfer of ownership to any mortgage lien holder due to a foreclosure or similar event does not require the consent of or notice to the City. The Community Developmeni Board (CDB) has been provided with the most recent Development Agreement. The City Council may enter into Development Agreements to encourage a stranger commitment on comprehensive and capital facilities planning, to ensure the provision of adequate public facilities for development, to encourage the efficient use of resources, and to reduce the economic cost of development. The CDB is required to review the proposed Development Agreement and make a recommendation to the City Council. SUMMARY AND RF.COMMF,NDATION: The Development Review Cornmittee (DRC) reviewed the application and supporting materials at its meeting of September 4, 2014, and deemed the development proposat to be legally sufficient to move forward ta the Community Development Board (CDB), based upon the following findings of fact and conclusions of law: Findings af Fact: The Planning and Development Department, having reviewed all evidence submitted by the applicant and requirements of the Community Development Code (CDC), finds that there is substantial competent evidence to support the following findings of fact: l. That the 2.75-acre subject property is located directly south af Pier 60 between Coronado Drive and South Gulfview Boulevard, north of Second Street; 2. That the subject property is located within the Tourist (T) District and the Resort Facilides High (RFH) Future Land Use Plan cate�ory; 3. That any development proposal on the subject property is subject to the requirements of Beach by Design and the Design Guidelines contained therein as the property is located within the Beach Walk character district; 4. That the subject property is subject to a vested Level II Flexihle Development application {FLD2008-045013) approved by the CDB on October 21, 2008 with conditions and as amended through a minor amendment on November 13, 1413 with no change in any condition; 5. That the subject property is subject to a Development Agreement (DVA2008-00001) as amended (DVA2008-OOOOIA); b. An amencied Devetopment Agreement (DVA2014-07005) must be approved by City Council; 7. That the proposal is to construct a Destination Resort Hotel and is subject to the appraved site plan (FLD2408-045013} and Development Agreement as amended (DVA2008-00001 and DVA2008-00001 A); Community Development Board September 16, 2014 DVA2U ( 4-07005 — Page 5 '. ��1vt�l �lfi�Ll Level III Dev ��.nv*�i�,c,x nevti_oP��c:;+r etapment A9reement A�plkatian Rev'tew ueve�ov�+r_rrr nrv�ew p�� isco� � 8. That the site is currently used as an off-street parking facility and that site plans have been submitted for site work as consistent with the approved site plan associated with FLD2008- 04013; 9. The proposal includes no material changes to the approved site ptan andlor Development Agreement, as amended, with regard to landscaping, setbacks, height, pazking or FAR; and 1Q. There aze no active Code Compliance cases for the subject property, Conclusiona of Law: The Planning and Development Department, having made the above tindings of fact, reaches the follvwing conclusions of law: 1. That the amendment to the previously approved Developrnent Agreement complies with the standards and criteria of Section 4-60b, Community Development Code; 2. That thc: amendment to the previously approved Developmrent Agreement is consistent with and furthers the Visions, Goals, Objectives and Policies of the Comprehensive Plan; and 3. That the amendment to the previously approved Development Agreement is consistent with the Visions, Goals, Objectives and Policies of Beach by Design and the Beach Walk chazacter district. Based upon the above, the Planning and Development Department recommends the APPROVAL of, and recommendation of same by the Community Development Board ta the City Council, of the second amendment to the first amended �nd restated Development Agreement between K& P Clearwater Estate, LLC (the property owner) and the City of Clearwater for the property generally located at 100 Coronado Drive ----_---- -�-.�_„--�-.-,-" � Prepared by Planning and Development Department Staff: � .� �� Mark T. Parry, Planner lII ATTACHMEN7S: Photographs Community Development Board September 16, 2014 DVA2014-07005 — Page 6 #t ,� � . _,..._..�_ - - .� • -�.._. x � `�, ��,�,. �� a��,� .� - � _ _ _ f 4 „lFii�� n�uili !��,i3� "��r,or.�.r�i . �;wc's „i ,it��_ �.. � , ... .. .. ... r A°A ' w � � � • t�# � : � 's� ��w�� a��.'�"f � + � ��'��—+� . 7 � � ;�°. � ��i. �^- ,.�, v �. �� ,. «� � ,, r�'+�,' �� '�=� » � �` c: �' � ` �� . .„ . , .,„ � . j ,_J� l� ..� `�"w�w"��.° ; , ��°w` �" . � �gr ��,,,,,, _„ •. . «»xt� � • �� #� '� -` .� � � '.,.�,. �� '�, 1y!" f ,��r � pc ... .0 � ., , �,w� �;., y y r .,�yf ts.-�±�C<� R: � . r��. , "° N'vw y 4r�' ' �!g. � ? Q ' . . ,� _ ..h�uiFt, �` "� ,.. �. �' i' � °' � . � ` ;�� >s �� ; � ��-�"a � � : �,. ` � x i .�++. �r� .�'* ..�.� .. '�"Q+ i�+ } � �„ E.�x�,�kut� nont�ca�t ii-ui3� sr�tuli��est cut�icr u�� u,: �i� �k3.. . � i�,�i,ini, r:inl Irum ih� uc:,l .��r ut ifac ,it< i, 140 Coronado Drive DVA2014-07005 MARK T. PARRY 1655 Linwood D�ive Tel: (727) 742.2461 Glearwater, FL 33766 E-maii: mparry@tampabay.rr.com SUMMARY OF QUAt/FICATt4NS A dedicated, AICP certified professianal Planner focused on cantributin� to the field af Urban Pianning experienced in public and prroate sector planning. An exceilent commun�cator. able to effectively interact with clients, local government o�cials and busmess professionals at all le�els. Experienced in various aspe�ts of urban design and planning, zoning regulatians and permitting. OBJFCTJVE To secure a Planning position which will allow me to continue improving the built environment and my community through sound and innovative planning and design principals. EDUCA TlON COOK COLLEGE, RUTGERS UNIVERSITY, New Brunswick, NJ B.S. Landscape Architecture Major, Urban Planning Certification B.S. Environmental Planning and Design Certificate Urban Planning Golden Key Nationa/ Nonor Society; Sigma Lambda Atpha Amerrcan Planning Association (Florida ChapterJ; member AlCP #020597 40-hour OSHA (Hazwoper) Training PLANNER Ili PLANNING DEPARTMENT, CITY OF CLEARWATER OM12 - Present 08/98 - 04/05 • Responsible for nonresidential and single/multi-family site plan review and permitting. . Assist in the implementation and subsequent review of the Community De�elopment Code. � Responsible for assessing and writing Communiry Development Code amendments. . Land Devel�pment Code development, interpretation and application. . Provide, inspect and direct landscape review/design. . Acting Develapment Review Manager 9/99 -11/99 and 01/OS - d3105. • Manage and direct Associate Planners. • Review, process and present variancelconditional use, land use/zoning atlas amendment and annexation applications at in-house and public review rneetings. • Principaf Plaraner in creating and implementing Clearwater's Downtown Design Guidelines. Assisted in the implementation and application of the Clearwater powntown Redevelopment Plan. SENIOR PLANNER DEVELOPMENT & ENVIRONMENTAL SERVICES, CARDNO TBE 04/05 - 04/12 • Planner of record for Cities of Indian Rocks Beach, Seminole and Clea►water and Town of Belleair. . Responsible for nonresiden6al and single/multi-family site plan review and permitting. • Perform site design and inspections. • Provide technical planning support for engineering department. • Provide support for Zoning Code, Cumprehensive Plan, Zoning and Land Use Plan amendments. • Research and write Evaluation and Appraisal Reports. • Create and update Special Area PlanslForrn-baseti Codes. • Provide CADD suppo�t. • Assist with creating redevetopment marketing material. • Perform technical environmental services including soil and groundwater sampling. DesignerlOwner GREENSCAPES-GLD, MARI.BORO, NJ 9/92 - 6/98 . Founded and established a local garden and landscape business. • Plan and oversee installation of commercial and residential landscaping projects utilizing a variety flf CADD and photo-manipulation programs. • Develop and implement adve�tising programs, brochures and graphics. • Estimate, bid and negotiate jobs. • Saurce and negotiate purchase of materials and equipment. . Manage, train and schedule installation crews. Program Supervisor LONGSTREET FARM, MONMOUTH COUNTY PARK SYSTEM, HOLMDEL, NJ 6/87 - 8193 • Assisted in formu�ating and running children's sumrner program ("Hayseed"). • Created and coordinated daily programs and schedules for 6-9 year o� groups. • Supervised several other programs throughout the year. • Created a demand which was iwice the program's capaciry after the first year. COMPUTER SKILLS Access, Microsoft Office, Microsoft Works, ClarisWorks, MS Word, Land Designer Pro, Permit Plan, Excel, Cornerstone, AutoCADD, PowerPoint, Publisher ° learwate� �� U i ` 100 �:ORONADO DR DVA2014-07005 1 K& P Clearwater Estates, LLC Zoning: Tourist Atlas #: 276A Development Department General Development Agreement Application IT IS INCUMBENT UPON THE APPLICANT TO SUBMIT COMPLETE AND CORRECT INFORMATION. ANY MISLEADING, DECEPTIVE, INCOMPLETE OR INCORRECT INFORMATION MAY INVALIDATE YOUR APPLICATION. ALL APPLICATIONS ARE TO BE FILLED OUT COMPLETELY AND CORRECTLY, AND SUBMITTED IN PERSON (NO FAX OR DELIVERIES) TO THE PLANNING & DEVELOPMENT DEPARTMENT BY NOON ON THE SCHEDULED DEADLINE DATE. A TOTAL OF li COMPLETE SETS OF PLANS AND APPLICATION MATERIALS (1 ORIGINAL AND 10 COPIES) AS REQUIRED WITHIN ARE TO BE SUBMITTED FOR REVIEW BY THE DEVELOPMENT REVIEW COMMITTEE. SUBSEQUENT SUBMITTAL FOR THE COMMUNITY DEVELOPMENT BOARD WILL REQUIRE 15 COMPLETE SETS OF PLANS AND APPLICATION MATERIALS (1 ORIGINAL AND 14 COPIES). PLANS AND APPLICATIONS ARE REQUIRED TO BE COLLATED, STAPLED AND FOLDED INTO SETS. THE APPLICANT, BY FILING THIS APPLICATION, AGREES TO COMPLY WITH ALL APPLICABLE REQUIREMENTS OF THE COMMUNITY DEVELOPMENT CODE. APPLICATION FEE: $1,500 PROPERTY OWNER (PER DEED): K& P Clearwater Estate, LLC MAILING ADDRESS: 5600 Marine, Suite 200, Tampa, FL 33609 PHONE NUMBER: 813-506-6000 EMAIL: AGEN7 OR REPRESENTATIVE: J. Paul Raymond, Esq. and Macfarlane, Ferguson and McMullen iviAiLiNG A��KtSS: 625 Court Jtreet, Suite Guu, �,iearwater, FL .i3%5b PHONE NUMBER: 727-441-8966 EMAIL: jpr@macfar.com ADDRESS OF SUBJECT PROPERTY: 100 Coronado Drive and 201, 215 and 219 South Gulfview Boulevard PARCEL NUMBER(S): O7/29/15/52380/OOO/0440, 07/29/15/52380/000/0530, 07/29/15/52380/000/0480, 07/29/15/52380/000/0940 and 07/29/15/52380/000/0550 LEGAL DESCRIPTION: See E�chibit ��A�� attaChed PROPOSED USE(S): See Exhibit "B" attached DESCRIPTION OF REQUEST: Second Amendment to the First Amended and Restated Agreement for Specificolly identify rne request Development of Property between The City of Clearwater, Florida and (include all requested code flexibility; K& P Clearwater Estate, LLC e.g., reduction in required number of parking spaces, height, setbacks, lot size, lot width, specific use, etc.): Planning 8 Development Department, 100 S. Myrtle Avenue, Clearwater, FL Page 1 of 5 D � � � u ul u �� T I. 72�� s�� F��"t2 O6 Pl.^NN�1 TM b DE9��g E�EPT r, 0 o Planning & Development Department � C ear�vater General Develo ment A reement A lication p g Pp � Data Sheet PLEASE ENSURE THAT THE FOLLOWING INFORMATION IS FILLED OUT, IN ITS ENTIRETY. FAILURE TO COMPLETE THIS FORM WILL RESULT IN YOUR APPLICATION BEING FOUND INCOMPLETE AND POSSIBLY DEFERRED UNTIL THE FOLLOWING APPLICATION CYCLE. ZONING DISTRICT: FUTURE LAND USE PLAN DESIGNATION: EXISTING USE (currently existing on site): PROPOSED USE (new use, if any; plus existing, if to remain): SITE AREA: sq. ft. acres GRO55 FLOOR AREA (total square footage of all buildings): Existing: sq. ft. Proposed: sq. ft. Maximum Allowabie: sq. ft. GROSS FLOOR AREA (total square footage devoted to each use, if there will be multiple uses): First use: sq. ft. Second use: sq. ft. Thirri i ica_ tQ. ?t, fLOOR AREA RATIO (total square footage of all buildings divided by the total square footage of entire site): Existing: Proposed: Maximum Ailowable: BUILDING COVERAGE/FOOTPRINT (1s` floor square footage of all buildings): Existing: sq. ft. ( % of site) Proposed: sq. ft. ( % of site) Maximum Permitted: sq. ft. ( % of site) GREEN SPACE WITHIN VEHICUTAR USE AREA (green space within the parking lot and interior of site; not perimeter buffer): Existing: sq. ft. ( % of site) Proposed: sq. ft. ( % of site) VEHICULAR USE AREA (parking spaces, drive aisles, loading area): Existing: sq. ft. ( % of site) Proposed: sq. ft. ( % of site) Planning 8 Development Department, 100 S. Myrtle Avenue, Clearwater, FL 33756, Tel: 727-562-456T, Fax: 727-562-4865 Page 2 of 5 06/13 IMPERVIOUS SURFACE RATIO (total square footage of impervious areas divided by the total square footage of entire site): Existing: Proposed: Maximum Permitted: DENSITY (units, rooms or beds per acre�: Existing: Proposed: Maximum Permitted: OFF-STREET PARKING: Existing: Proposed: Minimum Required: BUILDING HEIGHT: Existing: Proposed: Maximum Permitted: Note: A parking demond study must be provided In conjunction with any request to reduce the amount of required off-street parking spaces. Please see the adopted Parking Demand Study Guidelines for further information. WHAT IS THE ESTIMATED TOTAL VALUE OF THE PROJECT UPON COMPLETION? ZONING DISTRICTS FOR ALL ADIACENT PROPERTY: North: South: East: West: STATE OF FLORIDA, COUNTY OF PINELLAS I, the undersigned, acknowledge that all Sw n to and subscribed before me this �� day of representations made in this application are true and v/ ('j/ . to me and/or by accurate to the best of my knowledge and authorize City representatives visit and photograph the � �l ��i'V�t��1 � , who is personally known has property describ n s application. produced � e',e`��(1}I�i.� K!'( C� •�J � as identification. ` I� �-�-�',.Q.�C.�G7��'c��'� Signatu'r�of property oyvner or representative Notary public, ' ✓ My commission expires: �.►r� �� Notary Public State of Florida , Patricia Celeste Bolle-Bailey ,s ,,, (•s My Commission EE001959 ��Rp� ��,cJ' Expires 08/26/2014 Planning & Development Department, 100 S. Myrtle Avenue, Clearwater, FL 33756, Tei: 727-562-4567; Fax: 727-562-4865 Page 3 of 5 06/13 PREPARED BY AND WHEN RECORDED RETURN TO: J. Paul Raymond, Esq. 625 Court Street, Suite 200 Clearwater, FL 33756 SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT FOR DEVELOPMENT OF PROPERTY BETWEEN THE CITY OF CLEARWATER, FLORIDA AND K& P CLEARWATER ESTATE, LLC DATED AS OF 10141/1191 #3590301 v6 7/3/2014 2014 THIS SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT FOR DEVELOPMENT OF PROPERTY (the "Second Amendment") is made as of this _ day of , 2014 (the "Effective Date"), by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City") and K& P CLEARWATER ESTATE, L.L.C., a Florida limited liability company (the "Developer"). RECITALS WHEREAS, the City and Developer entered into a Development Agreement on March 3, 2005 and recorded in O.R. book 14168, Page 2397 regarding the certain property located at generally 100 Coronado Drive, 201, 215 and 219 South Gulfview Boulevard ("Developer's Property"); and WHEREAS, the City and Developer subsequently amended the Agreement on March 22, 2006 and recorded in Pinellas County Records O.R. Book 15023, Page 1494-1500; WHEREAS, the City and the Developer entered into to a First Amended and Restated Development Agreement for Development of Property on December 30, 2008, as recorded in O.R. Book 16466, Pages 1500-1640, Public Records of Pinellas County, Florida (the "Amended and Restated Development Agreement"); and WHEREAS, one of the major elements of the City's revitalization effort is a preliminary plan for the revitalization of Clearwater Beach entitled Beach by Design; WHEREAS, Beach by Design called for the construction of pedestrian-oriented improvements along the east and west sides of South Gulfview Boulevard ("South Gulfview"), which improvements are known as Beach Walk; WHEREAS, the City adopted Beach by Design pursuant to the Pinellas Planning Council's Rules in support of the Comprehensive Plan adopted by the City; WHEREAS, Beach by Design created a limited number of cata.lytic resort projects to reposition and re-establish Clearwater Beach as a quality, family resort community and further provided for a limited pool of additional hotel units ("Destination Resort Density Pool") to be made available for such projects; WHEREAS, the Destination Resort Density Pool ("DRDP") has a limited life after which time the unused units will expire; and WHEREAS, the Developer was allocated 250 DRDP units in 2005 and the City accelerated construction of Beach Walk; and WHEREAS, all other units allocated from the DRDP have been constructed; and WHEREAS, a key criteria for eligibility for the Destination Resort Density Pool is the operation of a proposed project as resort hotel operating under a national or international "flag" or other comparable marketing affiliation or program; and 10141/1191 k3590301 v6 7/3/2014 WHEREAS, the Developer proposes to develop a Resort Hotel consisting of Hotel Units and Interval Ownership Units and associated amenities on certain property fronting on South Gulfview, as contemplated by the Amended and Restated Development Agreement; and WHEREAS, the Amended and Restated Development Agreement was previously amended by the adoption of the FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT FOR DEVELOPMENT OF PROPERTY IN THE .CITY OF CLEARWATER dated January 23, 2012 (the "First AmendmenY'); and WHEREAS, the Amended and Restated Development Agreement, as amended by the First Amendment shall hereinafter be collectively referred to as the "Development Agreement"). A copy of the First Amendment is attached hereto and incorporated herein by this reference as E�ibit "A"; WHEREAS, the City and Developer intend to again amend certain of the terms and provisions of the Development Agreement; and WHEREAS, the City has conducted such hearings as are required by and in accordance with applicable laws; and WHEREAS, the City has determined that, as of the Effective Date of this Second Amendment, the proposed Project (as defined in the Development Agreement) is consistent with the City's Comprehensive Plan and Land Development Regulations; and WHEREAS, the City has conducted public hearings as required by § 4-206 and 4-606 of the Community Development Code; and WHEREAS, at a duly called public meeting on , 2014, the City Council approved this Second Amendment and authorized and directed its execution by the appropriate officials of the City; and WHEREAS, approval of this Second Amendment is in the interests of the City in furtherance of the City's goals of enhancing the viability of the resort community and in furtherance of the objectives of Beach by Design; and WHEREAS, Developer has approved this Second Amendment and has duly authorized certain individuals to execute this Second Amendment on Developer's behalf; and WHEREAS, the City and the Developer desire to amend certain terms and provisions of the Development Agreement, as more fully set forth in this Second Amendment. NOW, THEREFORE the City and the Developer agree as follows: 1. Recitals. The parties agree that the Recitals (the "Recitals") are true and correct, and the Development Agreement is incorporated herein by this reference. In the ]0141/1191 #3590301 v6 7/3/2014 Page2of11 event of any conflict between the Development Agreement and this Second Amendment, the Second Amendment shall prevail. The parties acknowledge and agree that the Development Agreement is in full force and effect and no defaults exist thereunder. 2. Section 1.01, Para�ph 14. Section 1.01, Paragraph 14 as amended by the First Amendment to the First Amended and Restated Agreement for Development of Property in the City of Clearwater is amended as follows: 14. "Interval Ownership Units" means a maximum of (2 „ ._ _ " `� ` �;:"�'��. timeshare units. as defined by Section 721.05, Florida Statutes in the Project." 3. Section 1.01. Para�raph 16. Section 1.01, Paragraph 16 is amended as follows: "16. "Hotel Units" means the : , ,, Hotel Units, other than Interval Ownership Units authorized bv the densitv historically allocated to the propertv to�ether with the 250 Destination Resort Density Pool Units allocated to the roperty to be constructed in the Project." 4. Section 1.10, Paragraph 18. Section 1.01, Paragraph 18 is amended as follows: "18. "Meeting Space" means any building floor area within the Project which can be used for conference or meeting activities. A breakdown of the floor area dedicated to meeting space ' : ', � �� iM 3 .. s shown on Exhibit O hereto. 5. Section 1.01, Para�aph 29. Section 1.01, Paragraph 29 is amended to read as follows: "Resort Hotel Units" means both the Interval Ownership Units and Hotel Units in an a��re�ate amount not to exceed 450 units." 6. Section 1.01, Para�ranh 34. Section 1.01 is modified to add the following Paragraph 34: 10141/1191 #3590301 v6 7/3/2014 Page 3 of 11 "Timeshare Interests. "Timeshare Interests" in one or more "Timeshare Plans" each as defined bv Section 721.05 Florida Statutes are permitted to be created and offered for sale and may be used for periods of time not to exceed thirt�(30� consecutive davs, in a ma�cimum of two hundred (200) Interval Ownership Units at the Resort Hotel. No further approvals from the City of Clearwater shall be reauired to create such Timeshare Interests, or to market offer and sell Timeshare Interests and other related products at the Resort Hotel. Nothin� contained in this Develonment A�reement shall be deemed to prohibit a mixed-use Project consistin� of a combination of hotel and timeshare related uses." 7. Section 2.03 Para a h 1 sub ara a h c. Subparagraphs c. of Section 2.03 , Paragraph 1 is amended as follows: "c. Hotel — The Hotel shall include ' the Hotel Units, a minimum of twenty thousand (20,000) square feet of Meeting Space and other amenities accessory to the Hotel, including, but not limited to restaurants, bars, exercise and spa facilities, outdoor recreation space, storage, back office and administration areas and other functional elements related to the Hotel, including not more than thirty- seven thousand (37,000) square feet of retail/ restaurant floor area as described in Exhibit "O" attached hereto. Hotel Units sha11 be required to be submitted to a rental program requiring that such units be available for overnight hotel guests on a transient basis at all times, subject to force majeure events or renovation activities making such rooms unavailable for occupancy. 8. Section 2.03, Para .g�aph 1, subpara�raphs d. Subparagraphs d. of Section 2.03 , Paragraph 1 is amended by inserting the following: d. Timeshare — The nortion of the Resort Hotel where the maximum of two hundred (200) Interval Ownership Units will be located." 9. Section 5.04 Para�raph 7. Section 5.04 Paragraph 7 is amended by adding the following paragraph to the provisons thereof: The Develoner shall enter into a shared use and cross easement a�reement with resnect to the onerational snaces amenities common areas and recreational facilities with resnect to the Hotel and Timeshare portions of the Project (the "Shared Use A�reement"). Such Shared Use A�reement shall provide for the ioint use of onerational spaces amenities recreational facilities and common areas of the Proiect bv the owners and occupants of the Project Such Shared Use A�reement erantine such ri�hts shall be executed and recorded in the Official Records of Pinellas Countv, Florida the benefits and burdens of which shall run with the Proiect Site. The City acknowledQes that the Hotel and Timeshaze portions of the Project may not be operated by a single operator 10. Section 2.03. Para�raph 2. The standards contained in Exhibit C aze amended by inserting the following additional language under the bold heading Minimum Quality Standards: 10141/1191 #3590301 v6 7/3/2014 Page 4 of 11 "Develoner shall develop and operate the Resort Hotel in accordance with the Wvndham Grand Resort oneratin� standards. A Ci Ouality Default Notice shall not be issued, nor shall the City have anX right to impose upon the Developer or its successors or assiens, the any fines, or pursue anv other remedies related thereto a�ainst the Developer or its successors or assi�ns as lon� as the Hotel is operated as a Wvndham Grand Resort consistent with the plans and specification submitted to and annroved bv the City of Clearwater, Florida and the Developer or its successors and assi�ns remain in compliance with the Wvndham Grand operatin� standards, nursuant to its hotel management a�reement with Wyndham Hotel Mana�ement, Inc. or an affiliate thereof. The Interval Ownershin Units shall be operated consistent with those standards." 11. Commencement Date. All references to the required Commencement Date in the Development Agreement, including without limitation in Section 3.01(3) of the Development Agreement, are amended to be on or before February 12, 2015. 12. Section 3.03, Paragraph 2. Section 3.03, Paragraph 2 is amended as follows: "2. Reservation of Capacity. The City hereby agrees and acknowledges that, as of the Effective Date of this �� Second Amendment, the Project satisfies �e a11 concurrency requirements of Florida law. The City agrees to reserve the required capacity to serve the Project for the Developer and to maintain such capacity _ °�� ' : , ��. �,, __ September 12. 2018. The City recognizes and acknowledges that the Developer will rely upon such reservation in proceeding with the Project." 13. Section 5.03. Section 5.03 is amended by adding Paragraph 10 thereto as follows: "10. Escrow A�reement. The Citv and Developer will execute an escrow a�reement in the form attached hereto as an exhibit hereto with First American Title Comnanv servin� as escrow a�ent thereunder. The City will execute and deliver to the escrow a�ent thereunder a Ouit Claim Deed to the prope to be conveved bv it nursuant to Section 5.05 and Exhibit K to the Development A�reement which shall contain an acknowled�ment of the satisfaction of all conditions to the ri�ht of way vacations and the Developer will execute a deed to the pronertv to be conveved bv it pursuant to such Exchan�e A�reement which deeds shall be delivered and recorded upon the commencement of construction of the intended improvement. 14. Section 2.03 Para�raph (1) is amended bv deleting Exhibit B thereto and substitutine Exhibit B hereto in its place and stead which Site Plan is consistent with the site nlan unon which the foundation permit was issued and with the site plan contained in the submittals with the buildin�permit application now pending with the Citv and the Citv acknowledges that such site nlan meet the reauirements of the Development A�reement. 15. Section 5.04. The following Paragraph 11 is hereby added to Section 5.04: 10141/1191 #3590301 v6 7/3/2014 Page 5 of 11 16. 17. "11. The City and Developer acknowledge and agree that the Commencement Date for the Project shall be on or before February 12, 2015." Section 5.04 Para�raph 10. Section 5.04 pazagraph 10 is amended by adding the following to the provisions thereof "The Citv acknowledQes that the Develoner has comnlied with the Performance Assurance Milestones reauired bv Section 5 04 Para�raph 10 subpara�raphs (a� bandc." Section 16.01. The provisions of Section 16.01 are amended to add the following subpazagraph f. thereto: "f. Notwithstandin� anvthing to the contrarv contained herein any transfer of anv ownership interest in the Project Site or anv part thereof to anY mort a�e lien holder, or anv assi�nee or successor to such mortga�e lien holder as a result of foreclosure, deed in lieu of foreclosure or such other similar proceedin�shall not reauire the consent of or notice to the Cit�' 18. Remainin� Terms and Conditions. Except as modified hereby, the terms of the Development Agreement shall remain unchanged, in full force and effect, and the Development Agreement is hereby ratified and confirmed. IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals as of the date set forth in the first paragraph of this Second Amendment. Countersigned: : George N. Cretekos, Mayor Approved as to form: : Pamela K. Akin, City Attorney 10141/1191 #3590301 v6 7/3/2014 �� THE CITY OF CLEARWATER, FLORIDA : William B. Horne II, City Manager ATTEST: : Rosemarie Call, City Clerk Page 6 of 11 WITNESSES: Print Name: Print Name: 10141/1191 #3590301 v6 7/3/2014 DEVELOPER: K& P CLEARWATER ESTATE, LLC, a Florida limited liability company By: Dr. Kiran C. Patel, as Managing Member of K&P Holdings, L.C., general partner of K&P Partners Limited Partnership, managing member of Developer Page 7 of 11 STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this _ day of , 2014, by Kiran C. Patel, M.D., as Managing Member of K&P Holdings, L.C., General Partner of K&P Partners Limited Partnership, a Florida Limited Partnership, Managing Member of K&P CLEARWATER ESTATE, LLC, a Florida limited liability company, on behalf of the company, who ❑ is personally known to me or ❑ has produced as identification. Notary Public Print Name: My Commission Expires: 10141/1191 #3590301 vb 7/3/2014 Page 8 of 11 (NOTARIAL SEAL) EXHIBIT A FIRST AMENDMENT TO FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT FOR DEVELOPMENT OF PROPERTY 1N THE CITY OF CLEARWATER 10141/1191 #3590301 v6 7/3/2014 Page 9 of 11 PREPARED BY AND WHEN RECORDED RETURN TO: J. Paul Raymond, Esq. 625 Court Street, Suite 200, Clearwater FL 33756 FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT FOR DEVELOPMENT OF PROPERTY IN THE CITY OF CLEARWATER BETWEEN THE CITY OF CLEARWATER, FLORIDA AND K& P CLEARWATER ESTATE, LLC DATED AS OF �n,i,�Q,�t,, d� 3 , 2012 THIS FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT FOR DEVELOPMENT OF PROPERTY IN THE CITY OF CLEARWATER (the "Amendment") is made as of this�3 day of��, 2012 (the "Effective Date"), bY and between THE CITY OF CLEARWATER, FLO DA, a Florida municipal corporation (the "City") and K& P CLEARWATER ESTATE, L.L.C., a Florida limited liability company (the "Developer"). WITNESSETH WHEREAS. the Citv and Develoner entered into a Development AQreement on March 3 2005 and recorded in O.R. book 14168, Page 2397 regarding the certain pro�erty located at enerally 100 Coronado Drive, 201, 215 and 219 South Gulfview Boulevard ("Developer's Property")• and WHEREAS, the Citv and Developer subsequently amended the A�reement on March 22 2006 and recorded in Pinellas Countv Records O.R. Book 15023, Pa�e 1494-1500• WHEREAS, the City and the Developer entered into to a First Amended and Restated Development A�eement on December 30. 2008, as recorded in O.R Book 16466, Pages 1500- 1640, Public Records of Pinellas County, Florida (the "Development Agreement"); and WHEREAS, one of the major elements of the Citv's revitalization effort is a preliminary plan for the revitalization of Clearwater Beach entitled Beach by Design,; WHEREAS, Beach bv Design called for the construction of pedestrian-oriented improvements alon� the east and west sides of South Gulfview Boulevard ("South Gulfview" which improvements are known as Beach Wa1k: WHEREAS, the Citv adonted Beach bv Desi�n pursuant to the Pinellas Planning Council's Rules in support of the Comprehensive Plan adopted by the Citv: WHEREAS. Beach bv DesiQn created a limited number of catal ic resort projects to reposition and re-establish Clearwater Beach as a quality. family resort communitv and further nrovided for a limited nool of additional hotel units ("Destination Resort Density Pool") to be made available for such pro'el cts; WHEREAS, the Destination Resort Densiri_ Pool ("DRDP") has a limited life after which time the unused units will expire; and WHEREAS, the Develoner was allocated 250 DR.DP units in 2005 and committed to promptiv commence construction: and WHEREAS, as a result of the Develoner's commitment, the City accelerated construction of Beach Walk; and WHEREAS, the Develoner's failure to perform resulted in slower redevelopment of the azea and reduced ad valorem taxes for the Qroperty and WHEREAS. all other units allocated from the DRDP have been conshucted• and WHEREAS. a kev criteria for eli�ibility for the Destination Resort Densitv Pool is the operation of a nrovosed uroiect as resort hotel operating under a national or international "flag" or other compazable marketin� affiliation or ro r�am; WHEREAS, the Develoner nrouoses to develop a resort hotel including both a hi�h end resort hotel and a mid ranee resort hotel and associated amenities on certain property frontin� on South Gulfview and, subiect to the mutual promises set forth of this Amendment• and WHEREAS. Develouer has reauested a three (3) Year extension to the commencement date for the Pro'ec� t as provided herein; and WHEREAS, in consideration for such extension the City requires and the Developer a ees to certain assurances that the Proiect will be a� essively and actively pursued• and WHEREAS, the Develoner nronoses to reduce the g,ross azea of the previously approved Project bv annroximatelv 160,000 sauare feet which will require a modification of Exhibit B to be reviewed for consistencv with Beach B Desi r�i by City Council at a later date• and WHEREAS, the Citv has conducted such hearin�s as are required by and in accordance with Chanter 163.3220 Fla. Stat. (2010) and anv other applicable law• and WHEREAS, the Ciri has determined that, as of the Effective Date of this Amendmen� the pronosed uroiect is consistent with the Citv's Comprehensive Plan and Land Develo ment Reg;ulations• and WHEREAS, the Citv has conducted nublic hearin s as required by § 4-206 and 4-606 of the Community Development Code: WHEREAS, at a dulv called nublic meetine on 2012 the Citv Council apvroved this Amendment and authorized and directed its execution bv the anpro�riate officials of the Citv WHEREAS, annroval of this Amendment is in the interests of the Citv in furtherance of the Citv's �oals of enhancin� the viabilitv of the resort community and in furtherance of the obtectives of Beach by Designt and WHEREAS, Develoner has anuroved this Amendment and has dulv authorized certain mdividuals to execute tlus Amendment on Developer's behalf WHEREAS, the City and the Developer desire to amend certain terms and provisions of the Development Agreement, as more fully set forth herein below. 1. NOW, THEREFORE the City and the Developer agree as follows: That Section 1.01 para ra hs 14 and 18 are hereby amended to read as follows• 14. "Interval Ownership Units" means a maximum of 200 interval ownership/timeshare units as defined in the Community Development Code, which will be sold to more than one owner for use for a period of time not to exceed 30 consecutive days. The Annlicant is no loneer seekin� interval ownership/timeshare use for units therefore parag�raph 14 is herebv intentionallY deleted as are a11 references to same contained herein 18. "Meeting Space" means any building floor area within the Project which can be used for conference or meeting activities. A breakdown of the floor area dedicated to meeting space is a�ae�l�Pd-�e�E�-as�' "," listed herein below: Grand Ballroom: Junior Ballroom: Meeting Rooms: 11,000 square feet 7,500 square feet 4,100 square feet 2. Section 2.03(1�(cLand (dl aze herebv amended as follows• 2.03. Scope of the Project. ****� c. Hotel — The Hotel shall include 250 Hotel Units, a minimum of twenty thousand (20,000) squaze feet of Meeting Space and other amenities accessory to the Hotel, including, but not limited to restaurants, bars, exercise and spa facilities, outdoor recreation space, storage, back office and administration areas and other functional elements related to the Hotel, including not more than thirty-seven thousand (37,000) square feet of retaiU restaurant floor azea as described in Exhibit O attached hereto. Hotel Units shall be required to be submitted to a rental program requiring that such units be available for overnight hotel guests on a transient basis at all times, subject to force majeure events or renovation activities making such rooms unavailable for occupancy. �_ _ • _ . _ . . . _ � � _ ',- ,' . " ._ . - 3. Section 3.01 nara�raph 3 is herebv amended to read as follows• 4 3. Grant of Additional Hotel Units. Subject to the terms and conditions of this Agreement and compliance with applicable law, the City hereby allocates and grants to Developer from the Destination Resort Density Pool the right to build two hundred fifty (250) hotel rooms in addition to the Existing Hotel Units, making the Project Site eligible to contain a maximum of four hundred fifty (450) Resort Hotel Units. The allocation of the Destination Resort Density Pool Units shall expire and be of no further force and effect unless Developer completes payment of Developer's Pro Rata Share as provided in Pazagraph 5.05 and the Commencement Date occurs on or before three (3) years after the Effective Date of this Agreement. Notwithstanding the foregoing, the Developer may request an amendment to this Agreement as provided by the Community Development Code. The City hereby grants a three yeaz e� extension of the ��;� Commencement Date from February 11, 2012 to , three (3) veazs from the ei�ective date of this amendment which is contemnlated to be February 11, 2012. The narties acknowled�e that Developer has completed �aYment of the Pro-rata share as required by the Agreement. 4. Section 3.03 para�ph 2. is herebY amended to read as follows• 2. Reservation of Canacitv. The City hereby agrees and acknowledges that, as of the Effective Date of this Agreement, the Project sa.tisfies the concurrency requirements of Florida law. The City agrees to reserve the required capacity to serve the Project for the Developer and to maintain such capacity until three (3) years following the Effective Date of this Amendment. The City recognizes and acknowledges that the Developer will rely upon such reservation in proceeding with the Project. ??�° . ;�,Y�� ::°�°'�; -°;�„�� .* � �� av aavwau vavv av f � . 5. Section 5.04 Para�raph 10, is herebv added to read as follows: 10. Performance Assurance Milestones As an inducement to the Citv to extend the time periods as provided herein the Developer a ees to the followin�? Performance Assurance Milestones, listed herein ��€a}}�: a) On or before February 12, 2012, Developer shall pay $1,000,000 into an interest bearing escrow account pursuant to a written escrow agreement. Developer, as an additional condition to the extension, shall provide a copy of the executed contract with the Architect for the design of the development and preparation of working drawings. b) (1) If Developer has filed the application for the building permit for the project on or before February 12, 2013, on February 12, 2013, an additional $500,000 shall be required to be deposited into the interest bearing escrow account to continue the extension of the Development Agreement, increasing the principal balance of the escrow account to $1,500,000. Failure to timely pay such additional amount into the escrow account shall terminate the Development Agreement. 5 (2) If Developer has not filed the application for the building permit for the project on or before February 12, 2013, an additional$1,000,000 sha11 be required to be deposited into the interest bearing escrow account to continue the extension of the Development Agreement, increasing the principal balance of the escrow account to $2,000,000. Failure to timely pay such additional amount into the escrow account shall terminate the Development Agreement. (3) If Developer files the application for the building permit for the project after February 12, 2013, but or on or before August 1, 2013, Developer shall be entitled to a$500,000 distribution from the escrow account upon the submission of the application for the building permit for the project. In the event a design change requiring a modification to the Development Order and/or Development Agreement is mandated by the hotel flag, the entitlement to such credit shall be extended until eight (8) months following the date the design change is finally approved by the City. c) (1) If Developer has actually pulled the building permit for the project on or before February 12, 2014, an additional $500,000 shall be required to be deposited into the interest bearing escrow account to continue the extension of the Development Agreement, thereby increasing the principal balance in the escrow account to $2,000,000 if the application for the building permit for the project has been timely filed and to a balance of $2,500,000 if not. Failure to timely pay such additional amount into the escrow account shall terminate the Development Agreement. (2) If Developer has not pulled the building permit for the project on or before February 12, 2014, an additional $1,000,000 sha11 be required to be deposited into the interest bearing escrow account to continue the extension of the Development Agreement, thereby raising the principal balance in the escrow account to a minimum of $2,500,000 if the application for the building permit for the project was timely filed and to $3,000,000 if the application for the building permit for the project was not timely filed. Failure to timely pay such additional amount into the escrow account shall terminate the Development Agreement. When Developer actually pulls the building permit for the project, Developer shall be entitled to a$500,000 distribution from the escrow account. d) Develoner shall be entitled to immediate pavment of the entire balance of the escrow account, if on or before February 12. 2015: 1) Developer closes on a conshuction loan for project construction• 2) Develoner has commenced construction of the project• and 3) Develoner has entered into a Management Agreement with a HoteUResort manager who meets the followin� criteria: a Demonstrated experience mana�� beach resort facilities• b. Demonstrated experience managin�,qualitv facilities with 4 star attributes: c. Demonstrated exnerience mana in� facilities that participate in Fla� hotel franchise programs• 0 d. Demonstrated experience managin� hotel facilities with lar�e volume food and beverage opera.tions; and e. Demonstrated experience managin�group/convention sales efforts for resort facilities. e) If the Developer does not close on the construction loan and actually commence construction on or before February 12, 2015, or if Developer does not make a timely escrow deposit as required herein: or if Developer does not enter into a Management Ag�eement with a HoteUResort manaser who meets the above criteria on or before February 12 2015 e�-e�-be€e�e , City shall be entitled to immediate distribution of the escrow deposit upon its demand to the Escrow Agent and the extension of the term of the Development Agreement will terminate. fl The escrow agent shall be Macfarlane, Ferguson & McMullen, P.A. and the City and Developer shall be parties to an Escrow Agreement, a copy of which is attached hereto. The escrow agent shall be permitted to enter into an agreement, as approved by the Citv, for the cash management of the funds held in escrow with any earnings thereon distributable to the Developer annually. Monthly statements shall be rendered for such account and provided to Developer and City. Developer shall restore any losses incurred by the escrow account on account of fluctuations in the value of permitted investments thereof within 30 days of the date of any statement evidencing any reduction in the balance of such account below the minimum principal balance required as of such date. g) Except as modified hereby t, the terms of the First Amended and Restated Development Agreement dated 12/30/08 are hereby ratified and confirmed. 6. Section 16.03 para�raph 1 is herebv amended to read as follows: 1. 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 courier service, or by hand delivery to the office for each party indicated below and addresses as follows: To the Developer: K& P Clearwater Estate, LLC Attn. Dr. Kiran C. Patel 5600 Mariner, Suite 200 Tampa, FL 33609 with copies to: J. Paul Raymond, Esq. 625 Court Street, Suite 200 Clearwater, FL 33756 To the Citv: City of Clearwater 112 S. Osceola Avenue Cleaiwater, FL 33756 Attn: City Manager with copies to: Pamela K. Akin, Esq. Clearwater City Attorney 112 S. Osceola Avenue, 3`d Floor 7 Clearwater, FL 33756 7. Effective Date. As provided by §163.3239, Florida Statutes (2010), this agreement will become effective after being recorded in the public records in the county and 30 days after having been received by the state land planning agency. , , �8�-� IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the date set forth in the first paragraph of this Amendment. THE CITY OF CLEARWATER, FLORIDA Countersigned: � .---� ` , By: B . ,.��e..r.+.w Frank V. Hibbazd, Mayor illiam B. Horne II, City Manager Approved as to form: By. L Pamela K. Akin, City Attorney Witness: , --P��.bt� l I 1:�2� —(a N,� �1 ( Printed�ame: ATTEST: : .� . Rosemarie Call, City K& P CLEARWATER ESTATF�,S, LLC ., : �C;. ratel as Ma�gmg� Member of K& P Holdings, L.C., General Partner of K& P PARTNERS LIMITED PARTNERSHIP, A FLORIDA LIMITED PARTNERSHIP, Managing Member of K& P Clearwater Estate, LLC 8 STATE OF FLORIDA � N � i ls6�ao.�h� COUNTY OF � The foregoing instrument was aclrnowledged before me this (,�� day of , 2012 by K; RQn �. R��Q.►, r� , as M � M of K P Holding , L.C., General Partner of K& P Partners Limited Pariner , a lorida Limited Partnership, Managing Member of K& P Clearwater Estate, LLC. My Commission Expires: May l, o�DL3 � (�l. �-(��Q�-- Notary Public - Signature Print Name: I�IG1►ssc� (�t _ iQS r,�,�,� ►�a.�sA�.eu►s �. � �rr co�asswN r o� e+qo�e • = EXPIRES: Wby t � 2013 �q�A rw NoWry PubYc undawrM�n 0 10141/1191 #3590301 v6 7/3/2014 EXHIBIT B PRELIMINARY PROJECT PLANS [Project Site Plan and Architectural Plans] Page 10 of 11 �_ PMCEL k PMCEL C Wt.Bbck"q".COLUM&FSUBqV�SIW,acca6rybpwttleredrevOeUmPW APMTOFSPpGUlFV1EWBOULEVMpA50ETLTE00NTHERI.TOF TNEERSitROFSECTIWI.TOV�rtJ311G�950UrHRRNGEISENST.ANDTHE�IESlt2 APOR�IWOFThEWFOOiRICM#-WNYCFFiRSTAVENL£IPNNFIRSTS!!lEET Bookb.PaxfiOWtlkRecvOadRreYeaCanry.flanEe.tapalM1ervnMlMVacalcc LLOVDNHRE-SK�MJEASUBDNISIqJRCCORDINGTOTHERATTHERECf �SECTIIXJB.TQMJSHIP395IXftH.RAVGEISERSl.PELLASGWMY,RORIM. 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EAST_ (CORONADO ST_R_EET� ELEVATION �� A-12 �' 1" = 20'-0" � _ _-� _._ ___ - --- _-- -- - --- ___ -- -- - _ __ _ ___ _ __ __ . - -_. ____ __ - _ _ ___ - -__ _, -- _- -_— _ _ - -_ _ ------- ------ ---- -- - ---- _--- -__ _ 0 NICHOIS �oro�rzo�s � YN DHAM� Wyndham Grand Resort BROSCH 100 Coronado Drive �R'$T ' � �} � �' � � c� C�1 � i� � � � ° . Y Clearwater, FL 33767 WOLFE /�- � 2 �� & ASSCC:A cS, lN::. �'�, ht�;'Ct'?�fd � N! iY�j F 3 4 5 --/ WYNDHAM GRAND RESORT Clearwater Beach, FL SCHEDULE 0 MEETING SPACE GRAND BALLROOM (DIVISIBLE INTO JR. BALLROOM & MULTIPLE SALONS) MEETING ROOMS (7 MEETING ROOMS) TOTAL MEETING SPACE FOOD & BEVERAGE HOTEL INDOOR SEATING AREA HOTEL OUTDOOR SEATING AREA BARISTA (COFFEE / BAR) HOTEL KITCHEN AREA POOL BAR OUTDOOR SEATING AREA POOL BAR KITCHEN AREA TOTAL FOOD & BEVERAGE SPA & FITNESS SPA FITNESS TOTAL SPA & FITNESS GROUND LEVEL RETAIL (BEACH WALK LEVEL) 16,959 �sF 8,044 csF 25,003 �sF 3,442 csF 3,125 �sF 562 �sF 4,264 �sF 1,697 �sF 1,6%1 GSF 14,761 �sF 5,930 �sF 1,617 �sF %�54% GSF Z,HIZ GSF Escrow Agreement This Escrow Agreement effective this day of 2014, by and between K& P Clearwater Estate, LLC ("Developer"), City of Clearwater, Florida ("City") and First American Title Insurance Company ("Escrow Agent"). Recitals A. A SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT FOR DEVELOPMENT OF PROPERTY (the "Second Amendment") was entered into as of the day of , 2014 (the "Effective Date"), by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City") and K& P CLEARWATER ESTATE, L.L.C., a Florida limited liability company (the "Developer" B. Under the terms of the Second Amendment, the Escrow Agent is to hold deeds from Developer to the City and from the City to the Developer, subject to the terms of this Escrow Agreement. Agreement NOW, THEREFORE, in consideration of the Recitals, the parties agree as follows: 1. Appointment of Escrow A�ent. Developer and City hereby appoint Escrow Agent as escrow agent pursuant to the Agreement and said Escrow Agent agrees to serve in such capacity in accordance with the terms hereof. Developer and City agree to delivery their respective deeds to complete the Exchange Agreement (Exhibit k to the Development Agreement between Developer and City originally dated March 3, 2005, and recorded in OR Book 14168, Page 2397, as the same has been amended from time to time to be held and delivered by it pursuant to the terms hereof. 2. Escrow Deliveries. City has executed a QCD conveying certain property to Developer and acknowledging satisfaction of certain contingencies contained in a the Vacation Ordinances enumerated in the Quit Claim Deed attached hereto from the City to Developer and in the Development Agreement between City and Developer and irrevocably delivered such deed to Escrow Agent to deliver to Developer conditioned only upon the commencement of construction by Feb 12, 2015. Developer has executed a deed conveying certain property to City and irrevocably delivered such deed to Escrow Agent to deliver to City conditioned only upon the delivery of the QCD described above. The Escrow Agent, through its authorized agent, has delivered. an owner's title commitment to City committing to issue an owner's title policy relating to the property to be conveyed to the City by Developer. Said policy shall be issued as soon as practical following the delivery of the deed out of escrow. Escrow agent is authorized and directed to deliver the deeds to the respective grantees thereof upon commencement of construction by Developer of the resort hotel. It is hereby agreed commencement of vertical construction shall mean the recordation of a notice of commencement and the actual commencement of any work pursuant thereto. Escrow Agent shall be authorized to deliver such deeds three (3) days after notifying City in writing of its receipt of written notice by the general contractor certifying that construction has commenced absent receipt of the City's objection to such delivery. Should escrow agent not receive the general contractor's notice of commencement of construction on or before February 12, 2015, Escrow agent shall be authorized to return the deeds to the respective grantor thereof. 3. Limit on Escrow A�ent's Duties. Escrow Agent undertakes and agrees to perform only such duties as expressly set forth herein. The duty of the Escrow Agent hereunder shall be limited to the safekeeping of the Deeds and the disposition of same in accordance with the provisions of this Agreement. Except to the extent provided to the contrary in this Agreement, the Escrow Agent shall have the right, but not the obligation, to require written instruments signed by all parties to this Agreement confirming its authority to act in a proposed manner. 4. Indemnification of Escrow Agent. The undersigned acknowledge that Escrow Agent has entered into this Agreement at their specific request and, in order to induce Escrow Agent to accept said escrow, do hereby agree to indemnify and hold Escrow Agent harmless from all loss, cost and expense, including reasonable attorneys' fees and court costs, which it may suffer or incur as a result of acting as Escrow Agent under this Agreement. In the event of any dispute as to the disposition of the Deeds deposited with Escrow Agent, Escrow Agent shall have the right to bring a suit in interpleader in any court of competent jurisdication naming the parties to this Agreement and any other parties as may be appropriate in the opinion of Escrow Agent. The undersigned shall indemnify and hold harmless Escrow Agent from all costs, including attorneys' fees, in connection with such interpleader action. Upon the filing of said suit and deposit of the deeds with the clerk of the Court, Escrow Agent shall have the right to withdraw from said suit, and all obligations of Escrow Agent shall cease and terminate. 5. Notices: (a) Any notice or demand given or required by any party hereunder shall be in writing and shall be sufficiently given or served by being deposited, postage prepaid, in a United State Post Office depository, sent by registered mail or certified mail, return receipt requested, or by hand delivery to the addresses stated on the signature pages hereof. Simultaneous with any notice or demand or written instruction by Developer or City, such party shall send a copy to the other party and to Escrow Agent by fax and email at the f� number and email addresses set forth below, but the giving of fax and/or email notices shall NOT substitute for giving the notice by certified mail, return receipt requested or hand delivery. (b) Escrow Agent may act upon any written notice, request, waiver, certificate, receipt, authorization, power of attorney or other instrument or document which complies with the terms hereof and which Escrow Agent in good faith believes to be genuine and to be what it purports to be. 6. Controllin� Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. 7. Litigation Costs. In connection with any litigation arising out of this Agreement, the prevailing party therein shall be entitled to recover from the non- prevailing party all costs incurred in connection therewith including, without limitation, all attorneys' fees, paralegals' fees and court costs, whether incurred at bankruptcy, administrative, trial and/or appellate levels or proceedings. Agreed to and acknowledged this day of , 2014. DEVELOPER K& P Clearwater Estate, LLC, a Florida limited liability company By: K& P Partners Limited Partnership, Manager By: K& P Holding, LC, general partner By: Name: Kiran C. Patel, M.D. Title: Manager 5600 Mariner, Suite 200 Tampa, Florida 33609 813-506-6000 ESCROW AGENT First American Title Insurance Company By:_ Name: Title: Telephone: Fax# Date: Countersigned: _, 2014 George N. Cretekos, Mayor Approved as to form: Pamela K. Akin City Attorney CITY OF CLEARWATER, FLORIDA By: William B. Horne, II, City Manager Attest: Rosemarie Call City Clerk PREPARED BY AND RETURN TO: J. PAUL RAYMOND, Esquire Macfarlane Ferguson & McMullen 625 Court Street, Suite 200 Post Office Box 1669 (33757) Clearwater, Florida 33756 SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED made this day of , 2014, by and between K& P CLEARWATER ESTATE, LLC, a Florida limited liability company, whose address is 5600 Mariner Street, Suite 140, Tampa, FL 33609, hereinafter called the "Grantor", to CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, whose address is 112 S. Osceola Avenue, Clearwater, FL 33756, hereinafter called the "Grantee". Whenever used herein, the terms "Grantor" and "Grantee" sha11 include all of the parties to this instrument and their heirs, legal representatives, successors and assigns. WITNESSETH: THAT THE GRANTOR, for and in consideration of the sum of One Dollar ($1.00) and other valuable considerations, the receipt whereof is hereby acknowledged, by these presents, does grant, bargain, sell, alien, remise, release, convey and confirm unto the Grantee, a11 that certain land situate in Pinellas County, Florida, (the "Premises"), being more particularly described on E�ibit "A" attached hereto and made a part hereof. THIS CONVEYANCE is made subject to the exceptions set forth on E�ibit "B" attached hereto and made a part hereof. TOGETHER WITH a11 the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD, the same in fee simple forever. -1- AND the Grantor hereby covenants with the said Grantee that is lawfully seized of said land in fee simple; that it has good right and lawful authority to sell and convey said land; that it hereby fully warrants the title to said land and will defend the same against the lawful claims of a11 persons claiming by, through or under the said Grantor, but not otherwise. IN WITNESS WHEREOF, the Grantor has caused these presents to be executed in its name, and its seal to be �xed hereunto, affixed, by its proper officers, thereunto duly authorized, the day and year first above written. In the Presence of K& P CLEARWATER ESTATE, LLC, a Florida corporation By: (SEAL) Print Name: Name Title Print Name: STATE OF FLORIDA COUNTY OF PINELLAS I HEREBY CERTIFY that before me personally appeared � as of K & P CLEARWATER ESTATE, LLC, a Florida limited liability company, to me personally known to be the person described in and who executed the foregoing instrument or has produced as identification and who acknowledged the execution thereof, for the uses and purposes therein expressed. WIT'NESS my hand and official seal at , said County and State, this day of , 2014. Notary Public Print Name -2- EXHIBIT "A" Parcel C The Easterly 18 feet of Lot 93; together with the Westerly 1.86 feet of the right of way of Coronado Drive abutting Lot 93, LLOYD-WHITE-SKINNER SUBDIVISION as recorded in Plat Book 13, Pages 12 and 13, Public Record of Pinellas County, Florida; Together with a portion of Lot l, Block A, COLUMBIA SUBDIVISION as recorded in Plat Book 23, Page 60, Public Records of Pinellas County, Florida and together with a portion of the Westerly 1 foot of the platted right of way of Coronado Drive adjacent to said Lot 1, a11 of the above being further described as follows: Beginning at the Southeast corner of Lot 93, LLOYD-WHITE-SK:INNER SUBDIVISION, thence N84°27'30"W along the Southerly boundary of Lot 93 a distance of 18.00 feet; thence NOS°32'30" E along a line 18 feet Westerly of and parallel to the Easterly boundary of said Lot 93 a distance of 132.32 feet; thence 5.24 feet along the arc of a curve to the left having a radius of 40.00 feet, a chord of 5.23 feet and a chord bearing NO 1°47'31 " E to a point on a non-tangent curve; thence 35.43 feet along the arc of said curve in the right having a radius of 28.66 feet, a chord of 33.22 feet and a chord bearing S30°04'20"E; thence N90°00'00"E, along the Easterly projection of the Northerly boundary of said Lot 93 a distance of 0.86; thence SOS°32'30"W, along a line 1.86 feet Easterly of and parallel to the Easterly boundary of said Lot 93 a distance of 110.62 feet; thence N84°27'30"W a distance of 1.86 feet to the point of beginning. AND Parcel D The Easterly 18.0 feet of Lots 97, 98, 99, 100, and 101; Together with the Easterly 18.0 feet of Lot 102 less the Southerly 30.0 feet thereof, LLOYD- WHITE-SKINNER SUBDIVISION as recorded in Plat Book 13, Pages 12 and 13, Public Records of Pinellas County, Florida. -4- EXHIBIT �B" 1. Subject to taxes for the year 2014 and subsequent years, not yet due and payable. 2. Restrictions, dedications, conditions, reservations, easements and other matters shown on the plat of LLOYD-WHITE-SKINNER SUBDIVISION, as recorded in Plat Book 13, Page(s) 12 and 13, 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. Restrictions, dedications, conditions, reservations, easements and other matters shown on the plat of COLUMBIA SUBDIVISION, as recorded in Plat Book 23, Page(s) 60, 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). 4. Terms and conditions of the Agreement for Development Property between The City of Clearwater, a Florida municipal corporation and K& P Clearwater Estate, LLC., dated March 3, 2005 recorded in Book 14168, Page 2397; as amended by the First Amendment thereto recorded in Book 15023, Page 1494; and by First Amended and Restated Agreement for Development of Property recorded in Book 16466, Page 1500. 5. Terms, conditions, and provisions contained Reciprocal Air Rights Easement Agreement recorded in Book 15847, Page 1778. G:UPRIAXCEUIC & P1IC & P Cleanvater Estate, LLC1City of C7w conveyance�K&P to City-ded.doc -5- PREPARED BY AND RETURN TO: J. PAUL RAYMOND, Esquire Macfarlane Ferguson & McMullen 625 Court Street, Suite 200 Post Office Box 1669 (33757) Clearwater, Florida 33756 QUIT CLAIM DEED THIS INDENTURE, made this day of , 2014, between CITY OF CLEARWATER, a Florida municipal corporation, of the County of Pinellas, in the State of Florida, Party of the First Part, whose mailing address is 112 S. Osceola Avenue, Clearwater, FL 33756, and K& P CLEARWATER ESTATE, LLC, a Florida municipal corporation, of the County of Pinellas, in the State of Florida, Party of the Second Part, whose mailing address is 5600 Mariner Street, Suite 140, Tampa, FL 33609. WITNESSETH, that the said Party of the First Part, for and in consideration of the sum of Ten and no/100 Dollars ($10.00), in hand paid by the said Party of the Second Part, the receipt whereof is hereby acknowledged, has remised, released and quit claimed, and by these presents does remise, release and quit claim unto the said Party of the Second Part all the right, title, interest claim and demand which the said Party of the First Part has in and to the following described lot, piece or parcel of land, situate lying and being in the County of Pinellas, State of Florida, to wit: SEE EXHIBIT ��A" ATTACHED HERETO AND MADE A PART HEREOF BY REFERENCE. TO HAVE AND TO HOLD the same, together with a11 the singular the appurtenances thereunto belonging or in anywise appertaining, and all the estate, right, title, interest and claim whatsoever of the said Party of the First Part, either in law or equity, to the only proper use, benefit and behoof of the said Party of the Second Part. 1-All conditions to the effectiveness of the ordinances listed below have been performed, satisfied or waived: Ordinance No. 7372-05, recorded OR Book 14168, Page 2536 Ordinance No. 7598-06 recorded OR Book 15023, Page 1518 Ordinance No. 7947-08 recorded OR Book 16229, Page 1974 Ordinance No. 7948-08 recorded OR Book 16229, Page 1978 Ordinance No. 8041-09 recorded OR Book 16522, Page 809 Ordinance No. 8040-09 recorded OR Book 16522, Page 812 Ordinance No. 8308-12 recorded OR Book 17488, Page 1091 Ordinance No. 8309-12 recorded OR Book 17488, Page 1094 2-All obligations of the Grantee arising under paragraph 5.05 of the Development Agreement between Grantor and Grantee originally dated March 3, 2005, and recorded in OR Book 14168, Page 2397, as the same has been amended from time to time, have been performed. All references to OR Book and Pages means Official Record Books and Pages of the Public Records of Pinellas County, Florida. IN WITNESS WHEREOF, the said Party of the First Part has hereunto set our hand and seal the day and year first above written. Countersigned: CITY OF CLEARWATER, FLORIDA By: George N. Cretekos, Mayor William B. Horne, II, City Manager Approved as to form: City Attorney STATE OF FLORIDA COUNTY OF PINELLAS Attest: Deputy City Clerk I HEREBY CERTIFY, that on this day personally appeared George N. Cretekos, the Mayor of the City of Clearwater, Florida to me well known to be the person who executed the foregoing instrument and acknowledged the execution thereof to be his act and deed for the use an purposes herein set forth Witness my hand and official seal this _ day of , 2014. Notary Public Print Name My Commission Expires: STATE OF FLORIDA COUNTY OF PINELLAS I HEREBY CERTIFY, that on this day personally appeared William B. Horne, II the City Manager of the City of Clearwater, Florida to me well known to be the person who executed the foregoing instrument and acknowledged the execution thereof to be his act and deed for the use an purposes herein set forth. Witness my hand and official seal this day of , 2014. Notary Public Print Name My Commission Expires: G:UPRWCCEL�IC & P Clearwater Estate, LLC�City of C7w conveyance\QCD-City of Clw-K & P.doc