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AMENDMENT TO DEVELOPMENT AGREEMENTAMENDMENT TO DEVELOPMENT AGREEMENT TMS AMENDMENT TO DEVELOPMENT AGREEMENT ("AGREEMENT") is dated the v2 day of qLiLLL4_.h_ , 2018, and entered into by and between NESC, LLC, a Florida limited liability cotrrpany, successor in interest to Louis Development, LLC ("Developer"), its successors and assigns, and the CITY OF CLEARWATER, FLORIDA, a municipality of the State of Florida acting through its City Council, the governing body thereof ("City"). WITNESSETH: WHEREAS, Developer and the City entered into that certain Development Agreement dated July 27, 2012 (the "Development Agreement") a full copy of which is attached hereto as Exhibit 1 relating to that certain real property located at 443 East Shore Drive, Clearwater, FL 33767 (the "Property"); and WHEREAS, Developer and the City acknowledge and agree that a minor revision to the design of the Project which is the subject of the Development Agreement was approved by the Community Development Coordinator pursuant to Section 4-406(A) of the Community Development Code on August 22, 2018; and WHEREAS, on October 1, 2018, Developer filed two applications to transfer a total of five overnight accommodation units from 22 Bay Esplanade and 699 Bay Esplanade to 443 East Shore; and WHEREAS, pursuant to the Developer's applications to transfer density rights to the Project the Developer and the City agree to increase the number of total number of overnight accommodation units in the Project from 134 to 139 units, to increase the required parking spaces from 177 spaces to 187 spaces, and to amend certain other provisions of the Development Agreement as set forth herein; NOW THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Developer and the City agree as follows: RECITALS: 1. The recitals listed above are true and correct and incorporated herein by reference. AMENDMENT TO RECITALS: 2. The seventh (7th) recital of the Development Agreement is hereby deleted and the following is substituted in lieu thereof: "WHEREAS, upon completion the planned resort will contain 139 units, which includes Seventy -One (71) units from the available Beach by Design Hotel Density Reserve;" KEN BURKE, CLERK OF COURT AND COMPTROLLER PINELLAS COUNTY, FL INST# 2019031523 01/30/2019 02:28 PM OFF REC BK: 20412 PG: 2230-2254 DocType:AGM RECORDING: $214.00 3. Amendment of SECTION 4. Scope of Project. Section 4.1 is hereby deleted, and the following is substituted in lieu thereof: "4.1 The Project ("Project") shall consist of no more than 139 overnight accommodation units, to be traditional overnight accommodation units. The proposed density is 110.32 units per acre, which is well below the allowed 150 units." 4. Section 4.2 is hereby deleted, and the following is substituted in lieu thereof: "4.2 The Project ("Project") shall include 187 parking spaces as defined in the Community Development Code, 167 of the parking spaces shall be dedicated to the 139 overnight accommodation units, and 17 spaces shall be dedicated to the public boat slips." 5. Amendment of SECTION 6. Obligations under this Agreement. Section 6.1.8 is hereby added: "6.1.8 Limitation on Amplified Music. Developer agrees that there shall be no outdoor amplified music at the Hotel after 11:00 p.m. on Sunday through Thursday, or after 12:00 midnight on Friday and Saturday." 6. Amendment of SECTION 13. Notices. The notice addresses for Developer are hereby deleted, and the following is substituted in lieu thereof: "If to the Developer: With Copy to: NESC, LLC David Leatherwood 500 Sawgrass Place Sanibel, FL 33957 Brian J. Aungst, Jr., Esquire Macfarlane Ferguson and McMullen 625 Court Street, Suite 200 Clearwater, FL 33756" 7. Amendment of Exhibit "B". Exhibit "B" to the Development Agreement is hereby deleted and Amended Exhibit "B" attached hereto is substituted in lieu thereof. 8. No Further Changes. Except as set forth herein there are no further changes, amendments or modifications to the Development Agreement. [ remainder of this page is blank — signature page follows] Print Name: ;, f f }ia lq /-it As to "Developer" Print Name: Print Name: As to "City" Developer: NESC, LLC By: L/ David Leatherwood City: CITY OF CLEARWATER, FLORIDA By: Jszcw., 0 William B. Horne II, City Manager Attest: Rosemarie Call, City Clerk Countersigned: — GrAr‘CnCrt\ttOs George N. Cretekos, Mayor Approved as to Form: Mike Fuino Assistant City Attorney AMENDED EXHIBIT "B" Site and Building Plans PREVIOUSLY APPROVED SUBMISSION Site EI.Ir1714 .la ---------------------------------- 2iM.ntM,41 is ;q, (TALI Courtyard by Marriott 443 East Shore Drive Clearwater Beach, FL 33767 Louis Developments, LLC a Flit•f !sale 1 C: Site .n Plan a � - I _._=...+ rW Site Notes Pale(1. m Jnr E�.�.m. Mermen -.a a.qAt ., R. Contaalwanice.... a... cornmencamant P4 ma wan, 4,1 wn en. Sly ROa (by Mors) m. Pw.e .a..acRaEa../.P a ,` I a .. adorn .11.1.10111.....r n.r...mmd..M - 5. . ma,,........,.....,,,,,,e*.,........,,,,...,,,, 0.vem Items x«ua a..g..eagn...a-„__aar.a..,,.a... ana.. om..a.... .t COURTYARD. karriott Ur 01 ]� rdeerm.,.,ana.a.ek.m.,.m.. to rc o I 1�' \ o..,. merrasem �n r.r'4.. roeeomp wmnm. acus .mnee.,«e.,al .emry eEq .anradeRetat.a.�m..sa.. r 4 _ 4 _ :a �� '� �N” b�na..bn� ak eb,.a ma. B. mot .�a....paa.mope a.,,. _ 11111111111111H llll Site Data w IIIIIIIIIlllllik■I.. IJ FFE: Ruler M Civil dawnge �I_ YY'l a ' Site Mea 0.94 acres MDL li p Building Footprint: 31.827 square et Number or Stories: ] Guest Room: 134 Parking Spaces' 6CMG,m 3 .a a a Al Accessible. 8 Standard' 16215.1. Total: mPtAle Required Parking Calculations a • ' lintel: 134 looms a l.2= 160 Marina: slips total (34 publics 16 Mini ° nsini3i 727 W hi .. __ ___-- a. Hotel) L \. 4 m50 i Cg _ €177 i Total Parking Required Parking Schedule Level 1 ADA 12x18(5' elle) 2 KJ ® O 81'b Moreno. Pim gT BEET PAPAYA Regular 8418 37 Level ADA 12a18 (S. aisle) 2 Regales 9x18 72 Leval 3 ADA 12x18(5. stele) 2 Regular 9x18 72 Grant total: 18714.1 _EMT DATE VR ISSUEUEEE OOATE -NE SHEET NAME SHEET M1MSFR A-1.1.0 a POd REVISED SUBMISSION: 10/8/18 ------------------- Site Reference Pb 1 a 2V-0. ree 4- b O 4 a P TREET • m I al • • r FWae Marina (by Others) ( 1) Site I.ii anion flan Site Notes I.9daaCnrEre ro.. Drawro,...rM,Floor Beva,,. 2. ax 00.0 ..0.190 .n.ooth.e 0000..oa,.w� ,20,w:,. Won.. RwuY yew wow •CN'Er.yer/Me 4. TN con... WWI, parte Gownsman, rt conertetlan DomoltIon 111.callon of Mb. ti• w,��. wi p.l•w a.nps m gods, In eK M nob,. once d the Aawd. to wen an eat. plans Ow Pd.. Y"ngo/1,40go Donor. • �wa. wn cora... operabars. p.m*da... orsy.4aYY . woos Mai ma�. ap«em1,egomwm. nurse; ewe au was. Oeser am,Yan. and MI . details. apan,be In.. ern,vrca aeNw uva ego a.roa d wn Site Data FFE: Rarer to CNiI Drawings S6. Area'. 0.94 acres MOL S carfing Footprint: 31,827 yuan feet Number of Sto Guest Rooms, Parking Spa 0.661,44 0.16184 Calculations Motel: 130 rooms 1.2 167 Marina: 50 slips total (34 public. IS Rotel) 34 public (2. 17 Total Parking Required 164 FL Cat1.261.1264 Ra.�aaw.. 01 110.6on I p. n (O U G) MJ O > M J t0— W f0 u T- U E a o Nm> w to o 03 7 • - � 0 V Gm 4 A so1.r Public Ra 0..or Pa rabp Sdndt4. %tom*. Level1 AOA 12016(5'aisla) 2 Regular 9018 37 Level ADA 12019 (0 aide) 2 Regular 9.18 72 Level 3 AOA 12x16 (5' aisle) 2 Repute 9.18 72 Grand total, 187 DRAM EDIT IIVIE tr4/3016 6.0661:11 ISSUE DATE WOMB ESALE JOB NIAIBER SHEET NYE ar Plan (.1 1 SHEET NUMBER A-1.1.0 PREVIOUSLY APPROVED SUBMISSION 1.5 f r -r 1 x -r i II 18. 41. I e_r 4 Q 12 13 1 5 tr r I u•r I ie.]. 1 1�1 i 1e r I rerf CAM AAVIC01266 Sawlule iivnall Irenteeeou 00 Convxnea Trelowle 014.161 1014-1 064161 CC Extended Sidle CC E#.Suhe South Corridor j 010 NI [^I^I^1 r r -r 11,412 r_r z LMax. Om M 1.5 b2 14-# I® ,I,eoll Ogle O Lrv7 4 13.5 Eel _ g 5 A 0 V ...14,8 TOWNAV avvesOen 00.17/ dig MGM QV LAM eVVD3U1rlr.le.. MOUE GMF MUNI BOWE V3V .1'40 JOB HUMMER 1.11 SHEET 04,1.1E Level Floor Plan SHEET NUMBER A-1.1.4 REVISED SUBMISSION: 10/8/18 FL CAS AASSOOLESSI MASA SSA Mania! COS 1 SAMS SOS MASA SOS 00r Can 12101 017.1 071.1 101.1 MASI 0 V IE. Condos pusersamc Oen SS 00 0y 0 dIL EL, Ayss, MAWS ESE" LATE 05/13/14 SCALE JOE NURSES LASol SHEET WAE IA. Ma Ples SHEET MASSES A-1.1.4 1 ItWW $ i �r g I f;E y j, 11 1 li n" � a" . I $ t t� ifl ei ItyQ `r .r Ill 41 I; tf r I ttI ;II 110 �t r 3 la O f 11 1,"1 7 `r COURIYA-RD° *ammOtt. Courtyard by Marriott 443 East Shore Drive Clearwater Beach, FL 33767 Louis Developments, LLC tl) ••• 1911,11.N.$40.1111 mown, &mad El> 0— ! - --(m),477 / —77rT- oft — - I I. I I ii 0 ® 0 0 0 0 CD 0(1) Zvi. -d goolumn IIP n A D.I.;CIC L pro 'I misewLe "[I 9 ZL IL Pim_ vTr r tunalmmet mD ante. rp.wsruw Ol_ vgd,041..1 am/Me mai* 3040;1••• j rqIp j tit) Q I r 1 1 ' ' ,;J; p - Z-4 • • •• ••. /4 • I I r = Imo 0 •1 ciE) 0 • • J•P I SSC) (30 5 4 , T I it -r Iew G lB I --1- 6 6 11 •• . •••• i COURTYARD® Aarnott. 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IA lb mi PlEui I 1 � sse Co) me (I1 !' -% E =C:D D EBI se Lo7 Col EEE! --o - 41Ia��Y^ COURIYARD• »amott Courtyard by Marriott 443 East Shore Drive �� Clearwater Beach, FL 33787 L. Louis Developments, LLC #•�•9 F , • y rrp MEM 1.101•111•• PP/ •••••• ‘,•••••• 4. 4 -10 - _ I - EP JjJ r.Viva •••••••... ..) C 1.1•••••••••• ••••••••••••••••4 .1.1:1•••• LnI [r]] n II III• jib, la ad 1-kito li Ia Ng, ILI LiLLI1 GD_LO fil,,a2 ;Arian IJIIg I till II I P.-gi Ivo' UM IPlatA•N ODW-D AM MI -{r .z 1 "-• — - — — — - e te e -1 f"171MIL-1 Aim ---,am ang 12 ii Ihi ff:uI_ _ n _01 n n •91-.90390E• • 99 Skie 39.1, —Sm ports. of 9919. to. CDB Comment 60% opening to 12' I .,. EOM • 9 ea 9091991191VDCWS/ DOCia POT GAIDAATED allonft Esh Ey Dar p910 • 0999.Cr911999.40 3960.4 Ian 9.100 ograo 09.9 .99,1110.91. g GU LLI LI FL 1111[R1 199,/ Tram99 op99 199 /99 - 99d operdng 19199Promhele .1.9•11. liartar Regrown. • 99.99 MR -1 PREVIOUSLY APPROVED 1' in in ill t#i fir icr rnr tit lir iu • REVISED PROPOSAL Cao CI g d0Da 0 0 0 0 0 0 In pre •11.111111M dk Mum MINIM MOVISIM MiHir MR -2 awn Awe soinwer...cru ..0-1 • SVC , MU • MP 03A0HddV A isnoinaad Courtyard by Marriott [I COURTYARD° , 443 East Shore Drive [fl AamOnI Clearwater Beach, FL 33787 Louis Developments, LLC 1(7 waT 7t m'2 W O O1 C gift°' 2co � � Pr 73 '21 wax 003 V EXHIBIT 1 Development Agreement dated July 27, 2012 I#: 2012220917 BK: 17666 PG: 1833, 08/01/2012 at 11:55 AM, RECORDING 26 PAGES $222.50 KEN BURKE, CLERK OF COURT PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKDMC4 DEVELOPMENT AGREEMENT ' THIS DEVELOPMENT AGREEMENT ("AGREEMENT") is dated the - - _ day of July, 2012, and entered into between Louis Developments LLC, a Florida. -- limited liability company ("Developer"), its successors and assigns, and the CITY'OF % CLEARWATER, FLORIDA, a municipality of the State of Florida acting through` City Council, the governing body thereof ("City")., -;• RECITALS: WHEREAS, one of the major elements of the City's revitalization .efl'or3-is a preliminary plan for the revitalization of Clearwater Beach entitled Beach by Design; and WHEREAS, Sections 163.3220 - 163.3243, Florida Statutes, which set forth the Florida Local Government Development Agreement Acl,("Act"), authorize the City to enter into binding development agreements with persons*ing,. >legal or equitable interest in real property located within the corporate 'Urals of the5Ciiy; and WHEREAS, under Section 163.3223 ofthe Aet;,fhe City has adopted Section 4- 606 of the City of Clearwater Community,,peviclbprde'nt Code ("Code"), establishing procedures and requirements to considex'and enter; (nto development agreements; and WHEREAS, Beach by fiesogri•sprop9sefiI additional hotel units to equalize development opportunities on,tije beach-and-ensiue Clearwater Beach remains a quality, family resort community by' nrthher'proviaipg for a limited pool of additional hotel units ("Hotel Density Reserve")'xo'b nigde available for such mid-sized hotel projects; and WHEREAS,' ieDevelopei\bwns and controls approximately 1.26 acres of real property ("Property".) inine corporate limits of the City, consisting of 1.26 acres of upland from the face of the ‘e4wa(tinore particularly described on Exhibit "A" attached hereto and incorporntled herein); hnd' WHj RhAS,111fe Developer desires to develop the Property by demolishing three single Story dated structures used for overnight accommodations in order to add additional <6`veriright accommodation units, a restaurant not to exceed six thousand five hundred (6&00) sgbare feet, fifty (50) boat slips without fueling facilities, ground level pool, new ss Lobb''a parking garage and additional remote ground level parking spaces, all of which '`,;"will ,generally conform to the architectural elevation dimensions shown in composite `l'ubi15it "B"; and WHEREAS, upon completion the planned resort will contain 134 units, which includes Seventy -One (71) units from the available Beach By Design Hotel Density Reserve; and WHEREAS, the City has conducted such hearings as are required by and in accordance with Chapter 163.3220 Fla. Stat. (2011) and any other applicable law; and PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1834 WHEREAS, the City has determined that, as of the Effective Date of this ; ', Agreement, the proposed project is consistent with the City's Comprehensive Plan and Land Development Regulations; and , - - - - ' WHEREAS, the City has conducted public hearings as required by §§ 4-20§4,ncl ; ; 4-606 of the Community Development Code; and '' , WHEREAS, at a duly called public meeting on July 19, 2012, the City Council approved this Agreement and authorized and directed its execution by the\'appropriaig officials of the City; and - - 7 ' • „//,' WHEREAS, the City has previously approved the construction of fifty X50) boat slips on the Property, as set forth in and limited by the City in �DEvelopthent Order FLD2009-02009-443-460-462-463 East Shore Drive (the "Boat Slip D.O");-end WHEREAS, the Boat Slip D.O. was extended. pjrsuant> to S.B. 360 and subsequent legislative amendments as evidenced by,later of Cd4te)gind may be entitle to additional extensions; and WHEREAS, the Community Dev,olopmen •l3ottid approved the design and site plan as a Flexible Development on Jupc 19, 20,17,•, ditioned upon the approval and execution of this Agreement; and WHEREAS, approval/0' this; Agreement is in the interests of the City in furtherance of the City's gods of enhanbiitp the viability of the resort community and in furtherance of the objectives ltf$ixch by Design; and WHEREAS, :ID've,k r lids: approved this Agreement and has duly authorized certain individuals .tQ e*C,Ote this Agreement on Developer's behalf. `, STATEMENT OF AGREEMENT In`considFragori of and in reliance upon the premises, the mutual covenants confined- he\irt, and other good and valuable consideration, the receipt and sufficiency <Kw'h{cli are hereby acknowledged, the parties hereto intending to be legally bound and in al4rdace with the Act, agree as follows: < \ ,SECTION 1. Recitals. The above recitals are true and correct and are a part of 'tfiis Agreement. SECTION 2. Incorporation of the Act. This Agreement is entered into in compliance with and under the authority of the Code and the Act, the terms of which as of the date of this Agreement are incorporated herein by this reference and made a part of this Agreement. Words used in this Agreement without definition that are defined in the Act shall have the same meaning in this Agreement as in the Act. CliedIVtagers Dwekpn Agrtement\l-13-12v., Page 2 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1835 SECTION 3. Property Subject to this Agreement. The Property described in Exhibit "A" is subject to this Agreement ("Property"). 3.1 The Property currently has a land use designation of Resort Facilities High; - ; ' ; •, (RFI -I) and is zoned Tourist (T). ,' ` ' 3.2. The Property is owned in fee simple by the Developer. ,-: _ , 3.3 The Property is generally located at North East corner of Papaya,Street arid' East Shore Drive, Clearwater, FL 33767, but includes a parcel on the -West sldit•of.E4st Shore Drive having an address of 460 and 462 East Shore Drive. i' he Property is an assemblage of five parcels of land as more fully described in Exhibit 4A" attache(' hereto. SECTION 4. Scope of Project. 4.1 The Project ("Project") shall consist of rio;'more,'tJtan 134 overnight accommodation units, to be traditional overnight ieconunodatiorj, units. The proposed density is 106.26 units per acre, which is well below akairwd,-'S0 units. 4.2 The Project shall include 201x4rk'ingspgs, as defined in the Community Development Code, of which 177 will pe'provide$i'bA'parking garage having 9 spaces on the ground level, and 84 spaces dn', each the second and the third level, with 24 additional spaces being provided idea retgte,grQund level parking lot. 4.3 The proposed kelght of the, t}ilding is 73.75 feet to the roof deck midpoint of the pitched roof, less than th'eZQ-feet allowed. The elevator tower height of 85.5 feet is allowed pursuant to the'reight definition in the Code. 4.4 The-desi64f the Project, as represented in Exhibit "B", is consistent with Beach by Desipt: - ' 4;5, ',The Prpjict shall include a fifty (50) slip boat dock, without fueling facilities, located b flee eastern boundary of the Project ("Docks"). The Docks have been apiSrgved-by it, City under the Boat Slip D.O. The Finding of Fact and Conditions of < p 'r€ a1 cn the Boat Slip D.O. as extended are incorporated into this Agreement. A copy ofste D.O. as extended is attached hereto as Exhibit "E". s\,'\ ,, 4.6 The project shall comply with the Metropolitan Planning Organization '5(1C_4poj countywide approach to the application of concurrency management for transportation facilities. SECTION 5. Effective Date/Duration of this Agreement. 5.1 This Agreement shall not be effective until this Agreement is properly recorded in the public records of Pinellas County, Florida, and thirty (30) days have elapsed after having been received by the Department of Economic Opportunity pursuant Cfiant.Vtagan\DevelopmentAgreameM11-13_ t 2v. I Page 3 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1836 to Florida Statutes Section 163.3239 and Clearwater Community Development Code Section 4-606.G. 2 (the "Effective Date"). , 5.2 Within fourteen (14) days after the City approves the execution of this; Agreement, the City shall record the Agreement with the Clerk of the Circuit Court' fbr `� Pinellas County. The Developer shall pay the cost of such recording. The City shall,//' submit to the Department of Economic Opportunity a copy of the recorded Agreement.; within fourteen (14) days after the Agreement is recorded. ' 5.3 This Agreement shall continue in effect until terminated; atfili41. hereriin, but for a period not to exceed ten (10) years. - SECTION 6. Obligations under this Agreement. . 6.1 Obligations of the Developer: 6.1.1 The obligations under this Agteeinent sliall'l*binding upon and the benefits of this Agreement shall inure tg the successors in interests or assigns. 5 ' ,'- • 6.1.2 At the time of del✓elopmenit `of Ole Property, the Developer will submit such applications and ddcumenta'tibn as are required by law and shall comply with the City's Col pptigable atthe time of building permit review. 6.1.3 The fo'slrowini3 restions shall apply to development of the Property: , ' ' •ss6.1.3,1 The'Property and improvements located thereon shall be developec4ip substantial conformance with the Site and Building Plans ,'attacliecl'a ', xhibit "B" and approved by the Community Development ;Board ("CpB"') as case number FLD2012-03008 and the Boat Slip D.O. as \ extended: Any minor revisions or changes to the Site Plan shall be content with the approved Site Plan and shall be approved by the _ ; - . _Planning Director as a minor modification, pursuant to the Code. Any .5 s'S,`, - -modifications determined by the Planning Director as either inconsistent \`- \` , <5 with the approved Site Plan or constituting a substantial deviation from the approved Site Plan and thus requiring further approval by the CDB shall require an amendment to this Agreement in accordance with the procedures of the Act and the Code, as necessary and applicable. Any and all such approved and adopted amendments shall be recorded in the public records of Pinellas County, Florida. 6.1.3.2 The Developer shall obtain building permits within one (1) year of the date of this Agreement (the "Initial Term"), and shall thereafter timely obtain required certificates of occupancy, in accordance with Code Section 4-407. Nothing herein shall restrict Developer from seeking an extension of these time frames pursuant to applicable provisions of the ant lRogc.\Developm.mAWeement\I_I3_,2v.I Page 4 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1837 Code and of the Florida Building Code or from seeking an amendment to this Agreement. ' 6.1.3.3 The Developer shall execute, prior to commencement„ a, - ; ' , mandatory evacuation/closure covenant, substantially in the forrp' ;of Exhibit "C" that the accommodation use will closed as soon as practicah)e,.','' after a hurricane watch that includes Clearwater Beach is pose$- 6i, the .. ' National Hurricane Center. , 1 6.1.4 Covenant of Unified Use. Prior to the issuance of h ,'fifst'buildipg permit for the Project, the Developer hereby agrees to executE and record in the Public Records of Pinellas County, Florida the covenant I•pf unifier :use and development for the Project Site providing that the Project Site` alma be'.developed and used as a single project, the form of which covenant is attached as Exhibit "D"; provided however, that nothing shall preclud&;the Developer from selling all or a portion of the Developer's Property in the event that,Dev,al'oper determines not to construct the Project. Additionally, priortd the issue'of the first building permit for the Project, the Developer hereb}?, grree$tb- execute a Declaration of Unity of Title for the Project Site providi ig that Project Site shall be developed and used as a single project, the form; of ' hicll declaration of Unity of Title is available from the City Planning'Departmepl: , I; `fs understood and agreed that, in the event that the Developer enter§ into the, Unticipated covenant of unified use and development, and the Develogr elects no tb construct the Project and notifies the City of its election in, $ iting,: Anil;-a�ttmatively, as of the date of expiration, termination or revocptidn any,righ4\9f Developer to incorporate the Hotel Density Reserve Units into'jhe,Pale' et, the City shall execute and deliver to the Developer a termination xtsuchsvintenant of unified use and development suitable for recording in tlid.Pu ,ti Rectuds of Pinellas County, Florida. Additionally, the City shall execute aii4 '101iver to the Developer a Release of Unity of Title suitable for recording hi the Piibls Records of Pinellas County, Florida. • 6.1.5 Allocation of Units from Hotel Density Reserve; Return of Units to the sileserVe- Pool. Covenant Regarding Use of Hotel Density Reserve Units. <;'_-Subje''ttp the terms and conditions of this Agreement, the City hereby allocates '",'andgrants to the Developer from the Hotel Density Reserve an additional 71 hotel 's`‘,` *fits to the Project Site in accordance with applicable law. In the event this `, \fAgreement is terminated pursuant to Section 10 of this Agreement, or if any of the knits granted to the Developer from the Hotel Density Reserve are not constructed • - ; -' in conjunction with the Project approved by City and in accordance with Paragraph 6.1.3.2, or if any units or the Project fail to meet and maintain the criteria for Hotel Density Reserve Units contained in the City of Clearwater Ordinance No. 7925-08, as amended, said units shall be returned to the Hotel Density Reserve and be unavailable to the Developer for use on the Project, pursuant to Beach by Design. Prior to the issuance of the Certificate of Occupancy for the Project, the Developer agrees to execute and record a Covenant in the Public Records of Pinellas County, Florida restricting the Hotel Density Reserve Units in perpetuity to the use approved by City and by this Agreement. Client+\logersZevelopmemAgre mem\I-13-12v.1 Page 5 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1838 6.1.6 Transient Use. Occupancy in the ovemight accommodation units from the Hotel Density Reserve is limited to a term of one (1) month or thirty-one_ - - - (31) consecutive days, whichever is less. Nothing herein shall prevent a purchase:- - , > of a fractional share unit from owning a period of time greater than thirty-one43I) ,' days, provided every occupancy is limited to a term of one (1) month or thirty-dnb,' (31) consecutive days, whichever is less. , 6.1.7 Docks. The fifty (50) Boat Slips to be constructed on the, Properly) shall be constructed in compliance with the findings and conditioiis-set I'a in-tbe Boat Slip D.O. 6.2 Obligations of the City. 6.2.1 The City shall promptly process 'stte anld;>construction plan applications for the Property that are consisthntli the Ct n prehensive Plan and the Concept Plan and that meet the requijement,s ofike pate. 6.2.2 Upon adoption of this greenient;•t1 a Project shall receive 71 units from the Hotel Density Reserve «s,'defined jp Nadi by Design. 6.2.3 It is anticiatela that,as,a condition to the approval of the Project by the City, Developer wilt,be regiiirea-to-oonstruct and maintain a boardwalk along the seawall on the Property, (the ``$oardwalk"), and to permit the general public to enter upon and trfverte;theBoardwalk at all times, and to exit the Boardwalk via an easement oyer'the Property in favor of the City (or for the benefit of the public at large) to xnbssloC,ated a%the north end of the Boardwalk, connecting the Boardwalk tot 'Shore Drive. Said easement shall include terms and conditions acceptable -1641e, t iy, and which are typical of such other easements for similar acces$ that are cuirently in effect between the City (or for the benefit of the public a(large)sand prj�vate land owners. Upon the adoption of this Agreement, City shall enter; , m ..Th fr of Developer and its successors and assigns, a general -_ nde iication and hold harmless agreement, to be effective upon the issuance of •,i'a C.O.-for the Project, pursuant to which the City shall indemnify and hold ha mless Developer, to the extent allowed by law, from and against any and all \ • 'clagns for injury, death, and damage brought in connection with the use of the //Boardwalk by the general public at large; provided, however, that such indemnification and hold harmless agreement shall not relieve Developer of any liability for its negligence in maintaining the Boardwalk, or any willful or wanton acts by Developer or those under the authority or control of Developer. SECTION 7. Public Facilities to Service Development. The following public facilities are presently available to the Property from the sources indicated below. Development of the Property will be governed by the concurrency ordinance provisions Clienugtogas1DevelopmaaAgrcemeot\I.13-12v.1 Page 6 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1839 applicable at the time of development approval unless otherwise provided by law. With respect to transportation and other public infrastructure and services subject to ' /------_- concurrency requirements, the City of Clearwater finds that all applicable concurrency provisions for the proposed development have been met. , ; _ ; • - `.;,> „ „ 7.1 Potable water is available from the City. The Developer shalt- ix,',/ responsible for all necessary main extensions and applicable connection fees. , _ ' •, , _ ; - , s , ,, 1 7.2 Sewer service is currently provided by the City. The Developershall be ) ; responsible for all necessary main extensions and applicable connectiop- ees: ` , _ .' 7.3 Fire protection from the City. ' 7.4 Drainage facilities for the Property will be provided by, tilt- Developer at the Developer's sole expense. 7.5 Transportation concurrency requiremprits have bein Sjnet. 7.6 All improvements associate1 Subsections 7.1 through 7.4 shall be completed Occupancy. -with \ihe public facilities identified in prior td, ikie issuance of any certificate of ,> 7.7 The Developer is ressiorisibte.fpr t}he payment of any required impact fees. SECTION 8. Required Ltkcal's' overnment Permits. The required local government development, pej}ifs' for development of the Property include, without limitation, the following % 8.1 Site-plan;aiiproval(s) and associated utility licenses, access, and right-of- way utilizatiozi.lserinits, , ',‘Csonstruetion plan approval(s); : ;,B,uilding permit(s); and '8,4. Certificate(s) of occupancy. "\ ,> ,' ,SECTION 9. Consistency. The City finds that development of the Property is -consistent with the terms of this Agreement and is consistent with the City Comprehensive Plan and the Code. SECTION 10. Termination. If the Developer's obligations set forth in this Agreement are not followed in a timely manner, as reasonably determined by the City Manager, after notice to the Developer and an opportunity to be heard, existing permits shall be administratively suspended and issuance of new permits suspended until the Developer has fulfilled its obligations. Failure to timely fulfill its obligations may serve as CGenta\Rogen\DevdopmentAgnttment\1-13- I2v.I Page 7 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1840 a basis for termination of this Agreement by the City, at the discretion of the City and after notice to the Developer and an opportunity for the Developer to be heard. SECTION 11. Other Terms and Conditions. '• ,, , 11.1 Except in the case of termination, until ten (10) years after the date of'tliis,.',r Agreement, the Property shall not be subject to down -zoning, unit density redusiiott;sot ,'. intensity reduction, unless the City has held a public hearing and determined: ' ,I 11.1.1 That substantial changes have occurred in ppi i .nt'cdnditiops existing at the time of approval of this Agreement; or , • - 11.1.2 This Agreement is based on substantially inaurate, 'information provided by the Developer; or ..... 11.1.3 That the change is essential to the public'bea1t13 afety, or welfare. SECTION 12. Compliance with Law. The, ilure.of liis Agreement to address any particular permit, condition, term or restri`ehgn sha`t1 riot relieve the Developer from the necessity of complying with the 1,aw; go ming; such permitting requirements, conditions, terms or restrictions. s s SECTION 13. Notices. Xdtices and cgininunications required or desired to be given under this Agreement sl}all''bee gi%ri to:the parties by hand delivery, by nationally recognized overnight courie,p sdrvice,such'9 Federal Express, or by certified mail, return receipt requested, addressed' . follows (copies as provided below shall be required for proper notice to be givet})` If to the Develo'pei< 'Louis Development LLC ' • • 630 South Gulfview Blvd. • "Clearwater, FL 33767-2642 Wit•cop l3 tto -'' KSss �; 4f 1b'City: Northside Engineering Services, Inc. 300 South Belcher Clearwater, FL 33765 City of Clearwater, City Attorney ATTN: Pamela Akin, Esq. 112 South Osceola Avenue Clearwater, FL 33756 Properly addressed, postage prepaid, notices or communications shall be deemed delivered and received on the day of hand delivery, the next business day after deposit with an overnight courier service for next day delivery, or on the 3rd day following deposit in the United States mail, certified mail, return receipt requested. The parties may change the addresses set forth above (including the addition of a mortgagee to receive copies of all notices), by notice in accordance with this Section. Clients \togea\DevelopmentApeement\i.i3• 12v.1 Page 8 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1841 SECTION 14. Assignments. 14.1 By the Developer: ,-; > 14.1.1 Prior to the Commencement Date, the Developer may sell, con.' t ..;,' assign or otherwise dispose of any or all of its right, title, interest and obligat`ibnss.'. in and to the Project, or any part thereof, only with the prior written ngtice to the, City, provided that such party (hereinafter referred to as the "assign'), to die) extent of the sale, conveyance, assignment or other disposition by t ieDev,eloperlo the assignee, shall be bound by the terms of this Agreeme t the same -as the Developer for such part of the Project as is subject to sucii`,sale, conveyance, assignment or other disposition. . _ _ -',' 14.1.2 If the assignee of the Develo'p's right, title, interest and obligations in and to the Project, or any part thereof assumes,aij>of the Developer's obligations hereunder for the Project, or that pa i subject ply such sale, conveyance, assignment or other disposition, then the,Develpper:shall,86 released from all such obligations hereunder which have beeno,assuEried by the assignee, and the City agrees to execute an instrument. eyic1ericisAg, `lurch release, which shall be in recordable form. ; ,' `> I 1 14.1.3 An assignmen 'gf' e.project; or any part thereof, by the Developer to any corporation, lijited'spartnershij , limited liability company, general partnership, or joint,vQnturp,'in wll`rcyh the Developer (or an entity under common control with Developer), has either the controlling interest or through a joint venture or othpr,airartgeinent shares equal management rights and maintains such controlling iriterest,opequalManagement rights shall not be deemed an assignment or transfer- subject,.to any restriction on or approvals of assignments or transfers imposdcl'6y ThisvAireement, provided, however, that notice of such assignment shall f* given lip, the 'Developer to the City not less than thirty (30) days prior to steh a signmept being effective and the assignee shall be bound by the terms of this *reement'to the same extent as would the Developer in the absence of such _ as tilt. 14.1.4 No assignee, purchaser, sublessee or acquirer of all or any part of �.' `xhe Developer's rights and obligations with respect to any one Parcel shall in any ,way be obligated or responsible for any of the Developer's obligations with respect to any other Parcel by virtue of this Agreement unless and until such assignee, purchaser, sublessee or acquire has expressly assumed the Developer's such other obligations. 14.1.5 Notwithstanding any other provision of this paragraph, the sale of individual Interval Ownership Units in the ordinary course of business shall not be subject to the requirements of this paragraph. Clients\Rogc. DevelopmentAgoementU•13-12v.1 Page 9 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1842 14.2 Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the City, and its successors and assigns, and the Developer and, as applicable to the parties comprising Developer, their personal representatives, trustees, ` - - - heirs, successors and assigns, except as may otherwise be specifically provided herein. , ; - ; '• •, , SECTION 15. Minor Non -Compliance. The Developer will not be deemed,4:•.-'.' have failed to comply with the terms of this Agreement in the event such noncompliance; in the judgment of the City Manager, reasonably exercised, is of ;minor 'ot, inconsequential nature. ; , SECTION 16. Covenant of Cooperation. The parties shall' cooperate �witlf and deal with each other in good faith and assist each other in the I rformartcp of the provisions of this Agreement and in achieving the completion of deyeloprrieht of the Property. - - SECTION 17. Approvals. Whenever an approval dr cor sept js required under or contemplated by this Agreement such approval ot, cohsept sl g /riot be unreasonably withheld, delayed or conditioned. All such approvals nd,eonsegts shall be requested and granted in writing.•' ' • SECTION 18. Completion of A, cii eement, Vin the completion of performance of this Agreement or its revocation; or termthation, a statement evidencing such completion, revocation or terminati`on'sh 1j'be signdd by the parties hereto and recorded in the official records of the City.,; ' - - SECTION 19. E�ptire»Aireement. This Agreement (including any and all Exhibits attached heretd all of Wlitch are a part of this Agreement to the same extent as if such Exhibits were s(st"fortl iii full.ih the body of this Agreement), constitutes the entire agreement between -the pir(ies hereto pertaining to the subject matter hereof. SEC'T'ION 20.'konstruction. The titles, captions and section numbers in this Agreement,ar'e' ipserted'tbr convenient reference only and do not define or limit the scope or intent 'ad. digitsi not be used in the interpretation of any section, subsection or provigian-af_iljis. Agreement. Whenever the context requires or permits, the singular shall inch* .the plui`al, and plural shall include the singular and any reference in this Ag eeme itit.,to the Developer includes the Developer's successors or assigns. This Agreenlentr was the production of negotiations between representatives for the City and \the I)e'eloper and the language of the Agreement should be given its plain and ordinary 'ailing and should not be strictly construed against any party hereto based upon draftsmanship. If any term or provision of this Agreement is susceptible to more than one interpretation, one or more of which render it valid and enforceable, and one or more of which would render it invalid or unenforceable, such term or provision shall be construed in a manner that would render it valid and enforceable. SECTION 21. Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance is declared invalid or unenforceable, the remainder of this Agreement, including any valid portion of the invalid term or CIients\Roge evelopmemAgrednenU-13-I2v.1 Page 10 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1843 provision and the application of such invalid term or provision to circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and shall with the remainder of this Agreement continue unmodified and in full force and effect. Notwithstanding the foregoing, if such responsibilities of any party hereto are; - ' • ; `> thereby limited, to the extent that the purpose of this Agreement or the benefits sought,Yo be received hereunder are frustrated, such party shall have the right to terminate 'this,,',' Agreement upon fifteen (15) days written notice to the other parties. ,-: `, • , , SECTION 22. Code Amendments. Subsequently adopted ordinanc4'and codes; of the City which is of general application not governing the developm jt=Qf land shall $e applicable to the Property, and such modifications are specifically' anticipated1n"this Agreement. SECTION 23. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Florit a without regard to the conflict of laws principles of such state. •-'> ,rte SECTION 24. Counterparts. This Agreemiatii y: die executed in counterparts, all of which together shall continue one and the sar,�e in frnment. SECTION 25. Amendment. , ',This Agreenient may be amended by mutual written consent of the City, the Develop&ri`and the Association so long as the amendment meets the requirements of the 3ct,'appli'ogble City ordinances, and Florida law. L nemaiixief of this page is blank — signature page follows ] ,• , Clients VtogersOevelopmmlpgreenentt1-13-1 2v.1 Page 11 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1844 Print Name: Print Name 7aybkmd As to "Developer" Print Name: LOUIS DEVELOPMENTS, LLC By: e & as Elias Anastasopoulosas its M ger ember Print Name As to "City" • `, 1 , , `s \ S‘) CITY OF CLEARWATER, FLORIDA , By: Attest: William B. Horne II, City Manager Rosemarje Gall, City < ark ,. • > < • Ctkmtersigned:, „ eorgeIV: >Cretekos Mayor - _• Approved as to Form: • ff.x(1.7. Leslie K. Dougall7'S%des Assistant City Att --. • .. STATE OF FLORIDA; COUNTY <OF 11I1WL*S `The foregoing` i�isstrument was acknowledged before me this day of , 2012, by He is [ ] personally known to me or has [ ] produced as identification. Notary Public Print Name: My Commission Expires: PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1845 EXHIBIT "A" Legal Description of Project Site . ` , .. • \ \ , ''- ` �% , , i' -% �s > I 1 \ % ` <\• i i ' ':' > ` 1*, , • w . , • -- �. ` , PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1846 EXHIBIT "A" Legal Description for Properties located generally at 443 East Shore Drive Parcel LD. No. 08/29/15/16434/003/0100 LOTS 8 —12, BLOCK C WITH RIPARIAN RIGHTS, TOGETHER WITH LOTS 10 & 11, BLOCK B, i( f(E-PLAt`pF`" BLOCK "A" AND LOTS 1 TO 15 INCL. BLOCK B OF CLEARWATER BEACH PARK FIRST ADDITON, AS ,' RECORDED IN PLAT BOOK 21, PAGE(S) 21, PUBLIC RECORDS OF PINELLAS COUNTY fLOJtID41 _ , ;,' s ` �r `, • '% , , -�! ` ,\ ` > ,,, ` s ss s,♦ s . • / /` \ \ • \ • ` \ ss ` • • • • / / PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1847 EXHIBIT "B" Site and Building Plans ,` , , 5/ • •s•, .% 5,) e'. ` ' , , > •555,/ ` . . • / ,`• . . . I. • •. . • • • 1 1 1 7 it -1: . \ - \\ - 1 1 I I It / , 1 1 , 1 L . , / ` \ / OI I • _ PAIN A O • . . .Z1b .Q ,•i >11 , ' /' '. ['E> , , / , , , , XA 1 ` I' / ! \ �lJ I� �ATLX�.6 �5JI �M1fW on SPI' �/ rsf k...,.....'7;;;.......' , ' rIi II 1 i . FOINSETT&AS EET AO R1 a/ /Ih-J,Y N OS'J57r. L mu. (r) ioter((K+: �^ u ,t- INVOIN.K 0.Y10 7 P0N 041P 1 as A NINrs As rMJ. a w7 00"7. -fir 0s0 +s,l EAL 111110 ��if ILYN i. - ' IKi tPi ISP (14LI/'. iggvim ES11rr+;j 7,1' Waft ON l -RKY 700P1313( Y M all NRYIC.1016.. R. 1000000 0060 LEGEND :ZVI' NMm -. Nd 0IN.R0Tt or. 1 '. 1. PER CK =UK 5-511. EXISTING OVERHEAD VTILA(S 10157 K PUCK 0005RSRW4D. 2. A YHNRI4 OF Y-2• Knox CLEAR Kt LOLL EXIST (0R MK ACCCSSISRRV NR (5A. S7AKOMOS. 2. Al 0170000 LIDOW TO K ATT0(0(0 70 111[ BLIROINO. A. KWORAU 10 K 00431001(100 Of KCICLEO WOOD SOCK AS OKI AND MAL SELECTION Of SUCK SHALL K 50/001700 0M INVllw PMOR 10 ISSUANCE 0/ ANY PUNKS. S. ALL =WALK SHALL K Cd sTiluc CD Of WASHED SHELL MON TO MATCH Mt 03N3A1.0 67REt7SCAP0 DESKS S. iK LS0K00 CLEAR KICK 1HS0UMMUt 15K GARAGE SHAM K S(VCN KV ZERO INCHES 3M0 SHALL K EIGHT KV TWO PICKS TM 0311-ACCESLOLE I0W000PP[D PARXINO SPACES INCLUDING OGRESS AND EGRESS MM AISLES TO THESE SPACES. (PER CITYS C0w4070 DEVELOPKKT CODE SECTION 3-0002. 1.1.) 7. OK M EVERT (MINT ACCESSIBLE SPACES. out 007 LESS 1140 ONE. STALL K VAN ACCESSIBLE AND MAA_ HAVE A VERTICAL CLEARANCE Of 0 2'. (i10R0A BLMDNIG CCM C0ATTE0 I1. SECTOM 11-67.2. (3) 0.; SEC700 11-IA.J.) B. STRATE01CAW INSTALL CONVEX KRRMS KM ALL PAK100 SPACES THAT AK AMACEKT TO A SWAM/ WALL. (PER CITES CONNHAT0 KKL0PKN7 CODE SCCT00 3-1002 A.) O. MN. saw 0 ... 11,3. Mut CO.It. w nR 1-IA.w 'aat an 00 mE.rA04a I -RK WV T ammo To /0110. S06•200:e W 311.07 Nut N 0040110. (PLAT LINES NW= LO(r9M p[{L saw, .° /711 It IMMO 0 171t SIAM MO POM..! MI de &WIMP, OW MIMI �1 30 SLY 00CM PR(NOOSLY APPIro50 07*0(5 7002005-02005 �i SCALE: 1•-20' 0 70 20 a Iwo NKR: 10/01110 sitaxrean arler W0 0 0 11 ill 0 823 C3.1 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1849 II IN I> tcn E T714 - 1Z 4.1 Nava , `�`.E alk NH 1! co I I i 'COURTYARD by MARRIOTT 443 EAST SHORE DRIVE `CLEAR WATER REACT( FLORIDA 57167 (EAST ELEVATION RENDERING rww .: EXHIBIT "B" 4 4 SpInitaiMedlrMb1KUa! IM ‘ A ludas ray aa.a, zit wk 1wiiimaMMUM .x.441 ___ f. f i a, (NORTH E sorra ELEVATION RENDERED PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1850 COURTYARD by MARRIOTT 443 EAST SHORE DRIVE ,aEA6WATUF ZAat aoM A 33/67 MOI ...:M s._ kir: Y•I./10.60r401mmoillf PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1851 EXHIBIT "C" COVENANT REGARDING HURRICANE EVACUATION And DEVELOPMENT, USE AND OPERATION DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION OF COVENANTS AND RESTRICTIONS ("Declaration") is maile'as,e ',the _ day of , 2012, by Louis Developments, LLC ("Developer"). ,sss Developer is the owner of fee simple title to the real property described in Schedule,1 attach hereto and made a part hereof (hereinafter, the ("Real Property"). The City of Clearwater,,Florjda,(lhe:ceity"), has amended its Comprehensive Plan to designate Clearwater Beach as a Community,'tedevelgpment'District pursuant to the Pinellas County Planning Council Rules in order to implement th provisioils'� of "Beach by Design," a plan for the revitalization of Clearwater Beach.ss The designation of Clearwater Beach as a Community Redevgiment District (the "Designation") provides for the allocation of Hotel Density Reserve Units as an incentive for the, development of mid-sized quality hotels. Pursuant to the Designation, the allocation of Hotel DQnsity.lteve Units is subject to compliance with a series of performance standards, including a rqqAteliitnethit resorts containing a hotel developed with Hotel Density Reserve Units shall be closed'and all`tfests evacuated from such resorts as soon as practicable after the National Hurricane Center posts nrrltane,#atch that includes Clearwater Beach. The purpose of such evacuation is to ensure that such a RoSorl'l oter is r'dcuated in advance of the period of time when a hurricane evacuation would be expected in advance orthe kpproach of hurricane force winds. The City has granted, by City CouncilR'esctluiroti12.67, passed and approved on July 19, 2012, Developer's application for Hotel Density,Rese, ve'1iits pursuant to the Designation, subject to Developer's compliance with the requirements of,tht,Dcsiiiiiationlieveloper desires for itself, and its successors and assigns, as owner, to establish ceru'frights;'duties, obligations and responsibilities with respect to the use and operation of the Real Property i xecor*ce'wih the terms and conditions of the allocation of the Hotel Density Reserve Units to the City tithe Designation, which rights, duties, obligations and responsibilities shall be binding on any an4-ai} stiepessors and assigns and will run with the title to the Real Property. THEREFOR, its cpnsideration of the covenants and restrictions herein set forth and to be observed and performed, and in flirt* cOnsidelation of the allocation of Hotel Density Reserve Units to Developer, and other good and valgable-cQn i4eration, the sufficiency of which is hereby acknowledged, Developer hereby declares, covenants ?nd agtees as follows: 'Beneilihnd Enforcement. These covenants and restrictions are made for the bene of Defrgloper and its successors and assigns and shall be enforceable by them and also for the benefit of the resiid ntskf the City and shall be enforceable on behalf of said residents by the City Council of the City. 2. Covenant of Development, Use and Operation. Developer hereby covenants and agrees to the development, use and operation of the Real Property in accordance with the provisions of this Declaration. 2.1 Use. The use of the resort on the Real Property is restricted as follows: 2.1.1 A maximum of Seventy -One units, which is the number of hotel units allocated to Developer, shall be used solely for transient occupancy of one month or thirty (30) consecutive days or less, must be licensed as a public lodging establishment and classified as a hotel, and PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1852 must be operated by a single licensed operator of the hotel. No such hotel unit shall be used as a primary or permanent residence. 2.1.2 All other 63 units shall be licensed as a public lodging establishment. No unit shall be used as a primary or permanent residence. 2.1.3 As used herein, the terms "transient occupancy," "public lodging establishment," "hotel,'_-; "time share," and "operator" shall have the meaning given to such terms in Chapter 5Q9,T,aat I, '•:', Florida Statutes (2004). 2.2 Closure of Improvements and Evacuation. The Hotel developed on the Real,Pritiettysshill,be closed as soon as practicable upon the issuance of a hurricane watch by the National Hurricane Center, 'which hurricane watch includes Clearwater Beach, and all Hotel guests, visitors and employees other than errergency and security personnel required to protect the resort, shall be evacuated from the Forel as sin as_ practicable following the issuance of said hurricane watch. In the event that the National Hudicane Center -shall modify the, terminology employed to warn of the approach of hurricane force winds, the closure and evpuation provisions of this Declaration shall be governed by the level of warning employed by the National Hatricane Center which precedes the issuance of a forecast of probable landfall in order to ensure that the guests; Visitors and employees will be evacuated in advance of the issuance of a forecast of probable3aidfall. 3 Effective Date. This Declaration shall become eftes4i ejNxin isguarrce of all building permits required to build the project ("Project") and lei ve1upes's.Cbmmencement of construction of the Project, as evidence by a Notice of Commencement fol.. PrOc t: This Declaration shall expire and terminate automatically if and when the allocation of )ceserveitsla the Developer expires or is terminated. 4 Governing Law. This Declaration sbail be con$t#ued in accordance with and governed by the laws of the State of Florid.`. `, • 5 Recording. This DeclaraJiort shallbeY.e' rded in the chain of title of the Real Property with the Clerk of the Caur's'of4 inellas(ounty, Florida. 6 Attorneys' Fees. D'yelKiet shall'reimburse the City for any expenses, including reasonable attorneys_ fedsZwhich are incurred by the City in the event that the City determines that it is necessary and appropriate to seek,l114ieial enforcement of this Declaration and the City obtains relief, whether by agreement of the parties or thropph order of a court of competent jurisdiction. 1 S , 7 Severabllit}�> I _anY-iirovision, or part thereof, of this Declaration or the application of this Declaration to any person or circumstance will be or is declared to any extent to e invalid or unenforceable, thesiernainder of this Declaration, or the application of such provision or portion thereof to any person or cirnMnsstatice, shall not be affected thereby, and each and every other provision of this Declaration shall bbe,valid aNtcntb&eable to the fullest extent permitted by law. [ remainder of this page is blank — signature page follows ] PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1853 IN WITNESS WHEREOF, Developer has caused this Declaration to be executed this day of , 2012. In the Presence of: Pri Print Name As to "Developer" Print Name: Print Name As to "City" LOUIS DEVELOPMENTS, LLC e-- Eilas Anastasopoulos, as Manager ember CITY OF CLE y KATHERINE J LEDBETTER Notary Public - State of Florida My Comm. Expires Sep 16, 2013 Commission # 00 925254 Bonded Through National N, ssR By William B. Horne II, City Manager Attest: Rosenmarie Ca11, , ty lerk C9untess'i ed: `,, L� s`s,",,� ctLtirt(n Crt\tk$ Ogprge N. Cretekos, Mayor 11 , STAT,E,OF FLO,RIDA.' COUNT'iir,OF PRS{ELLAS ,> Ss 7,7 'i 11 1 , , ,' \ I Apprpved as to Form: Leslie K. Dougall - Assistant City Atto The foregoing instrument was acknowledged before me this day of , 2012, by He is [ ] personally known to me or has [ ] produced as identification. Notary Public Print Name: My Commission Expires: PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1854 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this Jr)J'1day of 3 Lt , 2012, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, wh011 [ personally known to me or who has [ ] produced as identification. Notary Public Print Name: sc.,r\9-rt• My Commission Expires: •,/, , , • > • I St II 1, > `5 . S , ' SS•S/S SANDf24 HARRIGER NOTTAB Y PUBLIC STATE OF FLORIDA Comm#EE142236 Expires 114/2016 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1855 EXHIBIT "D" COVENANT OF UNIFIED USE PLEASE RETURN RECORDED DOCUMENT TO: Kent RunnelIs, P.A. 101 Main Street, Suite A Safety Harbor, FL 34695 `, 1 COVENANT OF UNIFIED USE - - , THIS COVENANT OF UNIFIED USE (the "Agreement") is executed this ;dity of ; , 2012, by Louis Developments, LLC ("Developer"). - - . ,, WITNESSETH: WHEREAS, Developer is the owner of the real property legally described an Schedule "A" attached hereto and incorporated herein by reference (the "Real Property"); an4', WHEREAS, Developer and the City of Clearwater, Florit (tbe "may"y a parties to that certain Development Agreement dated , 2012 (the "Develoemerjt,Agr@ernent"), pursuant to which the City has agreed that Developer may develop and construct upon thej4al lioperty a hotel project as described in the Development Agreement (the "Project"); and - _ `, , WHEREAS, Developer intends to develop and operate'the teal Property for a unified use, as more particularly described in this Agreement. ' , ; NOW, THEREFORE, in consideration pf tfie,sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and suffrcigncy o f,41c' h are hereby acknowledged, Developer does hereby agree that, effective as of the date on which pdvelope'i 'eceives all permits required to construct the Project and Developer commences construction thereoi;'evidenceda Notice of Commencement for the Project, the Real Property shall be developed and operated as5ftiotel and fractional share/interval ownership project, as described in the Development Agreement.' e -re tXictions set forth in the preceding sentence shall expire automatically when and if Developer's allocation of additional hotel units (as defined in the Development Agreement) expires or is terminated. Nothing -in this,Agreenpant shall require Developer to develop the Project or restrict Developer's ability to sell, assign; transfer or otherwise convey its right in and to the Real Property or any portion or portions thereof to unreated.thir_d4kIrties. Further, nothing in this Agreement shall preclude the purchase and sale of one or more Frrction4 Share- omits to be constructed as a part of the Project (the "Fractional Ownership") (or Hotel Units (as def%t►ed'in the Development Agreement) if sold in a condominium form of ownership), to separate, unrelatecd third$rties,-1irovided that such Fractional Share Ownership or Hotel Units are operated and occupied as part' tie Project as a single unified project throughout the term of this Agreement. Developer agrees that the City shall -have the right to enforce the terms and conditions of this Agreement. Notwithstanding the foregoing, all Hotel Units may be operated by a single hotel operator and all Fractional Share Units may be operated by a different, single management firm/operator. IN WITNESS WHEREOF, Developer has caused this Agreement to be executed this day of , 2012. In the Presence of: PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1856 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of 2012, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is [ ],pet ally-`,; 5> known to me or who has [ ] produced as identification. ,' ,' ` ' Notary Public Print Name: My Commission Expires: `• • • • • ss • • • `` 5 ' , , • . . • ` • ` \•:`, `• 5 . .' , .,, ‘om' N, . • • `` 55 . ` I ` `•I , `_ , • ` •`> PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1857 , ' , - ` IN WITNESS WHEREOF, the parties have hereto executed thusAgreemerif the date and year first above written. ; ` ' , In the Presence of: Print Name: • 5/ ' , -, •, • / ' \, , — — Print Name` 5/ LOUIS DEVELOPMENTS, LLC 5 . ,> Elips An. • §d,poil gs; as Manager ember ` , • //-*" % � ` ` , �`� S `' I As to "City Cliemt\Rogers\Developme tAgreemendl-13-12v.1 t• ii ,CITY OF CLEARWATER, FLORIDA By: William B. Home II, City Manager Attest: Rosemarie Call, City Clerk Countersigned: — geOf it 1\ crt\ths - > , Of THEC/), George N. Cretekos, Mayor App oved as to Form: Page 12 PINELLAS COUNTY FL OFF. REC. BK 17666 PG 1858 Leslie K. Dougall -Sides Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS • , , II I g / • • •,, I I The foregoing instrument was acknowledged before me this (tp day of 2012, by&2J7/2M e is [ ) imrsonally known to me or h [ ] roduced 'al identif cation. KATHERINE J LEDBETTER Rusty PAM - Stats o6 RorWs • My Comm. Expires Sep 16, 2019 Commission # DD 926264 ♦ — loop NNW Wry Assn. STATE OF FLORIDA• COUNTY OF PINELLAS The foregoing ri%st"rumeitt.vuas acknowledged before me this ? ' day of 7v•- '•,•', , 2412, by` tVI ,LIAM B. HORNE, H, as City Manager of the City of C1e ater,-Eloflda who is [ ] personally known to me or who has [ ] produced ,' ,' - - -• • ' ' as identification. 1 ' I , 5 ` -- ' ‘,.4(,;; Pu _Pant iiame;�j er ' - My CgttitisSion Expires: • • Clientsl0.ogersDevelopmentAgreement11-13-12v.1 Notary Public Print Name: ake-mg(a,- My Commission Expire *ANDRA HAMMER NOTARY PUBLIC STATE OF FLORIDA Comm* EE142238 Expires 114!2016 Page 13