HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT COMPLETION CERTIFICATEKEN BURKE, CLERK OF COURT
AND COMPTROLLER PINELLAS COUNTY, FL
INST# 2024188840 07/26/2024 09:11 AM
OFF REC BK: 22872 PG: 25362539
DocType:AGM RECORDING: $35.50
Prepared By and Return to:
Davis Graham & Stubbs LLP
1550 17th Street, Suite 500
Denver, CO 80202
Attn: Jonathan Goldstein
HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT COMPLETION
CERTIFICATE
THIS HOTEL DENSITY RESERVE DEVELOPMENT AGREEM NT
COMPLETION CERTIFICATE (this "Certificate"), entered into this 10 day of Tv Y
2024, by and between THE CITY OF CLEARWATER, FLORIDA, a municipal corporation of
the State of Florida, hereinafter referred to as "City", whose mailing address is: 100 S. Myrtle
Avenue, Clearwater, Florida 33756, and MHH CLEARWATER 395 HOLDINGS, LLC, a
Delaware limited liability company, its successors and/or assigns, hereinafter referred to
collectively as "Developer", whose mailing address is: c/o Mission Hill Hospitality Trust, 50 S.
Steele St., Suite 200, Denver, Colorado 80209.
WITNESSETH:
WHEREAS, Mainstream Partners VIII, LTD., a Florida limited partnership ("Mainstream"),
and City entered into that certain Hotel Density Reserve Development Agreement dated June 26, 2014
and recorded on July 2, 2014 in O.R. Book 18453, Page 216 of the Public Records of Pinellas County,
Florida (as assigned as described below, the"Development Agreement"); and
WHEREAS, Mainstream assigned all of its right, title, and interest in and to the Development
Agreement to Dias Development, LLC, a Florida limited liability company ("Dias"), as evidenced by
the Assignment and Assumption Agreement dated February 12, 2016; and
WHEREAS, Dias assigned all of its right, title, and interest in and to the Development
Agreement to NPCW LLC, a Delaware limited liability company ("NPCW"), as evidenced by the
Assignment and Assumption of Hotel Density Reserve Development Agreement dated November 15,
2018 and recorded on November 16, 2018 in O.R. Book 20339, Page 931, of the Public Records of
Pinellas County, Florida; and
WHEREAS, NPCW assigned all of its right, title, and interest in and to the Development
Agreement to Developer pursuant to that certain Assignment and Assumption Agreement dated June
28, 2023, and recorded on June 29, 2023, in O.R. Book 22489, Page 1765 of the. Public Records of
Pinellas County, Florida; and
WHEREAS, City agrees to release Developer from any and all obligation under the
Development Agreement with the exception of certain restrictions specified herein and certifies that the
Development Agreement is hereby completed upon execution of this Certificate; and
110790_0048-554240810-3453/2.0
NOW, THEREFORE, in consideration of and in reliance upon the premises, the mutual covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:
1. City acknowledges that Developer (or its predecessors in interest) has fulfilled its
obligations under the Development Agreement, is not in default, and no event has occurred
necessitating City notifying Developer of a basis for termination, pursuant to Section 10 of
the Development Agreement.
2. City does hereby release Developer from all obligations under the Development
Agreement excepting those restrictions set forth in Section 3 of this Certificate.
3. Developer and City agree that the restrictions set forth in the following recorded
instruments shall survive the completion of the Development Agreement in accordance
with their terms:
a) That certain Covenant Regarding Hurricane Evacuation and Development,
Use, and Operation Declaration of Covenants and Restrictions, dated June
10, 2014, recorded on July 2, 2014 in O.R. Book 18453, Page 252 of the Public
Records of Pinellas County, Florida (Exhibit "C" of the Development
Agreement); and
b) That certain Covenant of Unified Use, dated June 26, 2014, and recorded on
July 2, 2014 in O.R. Book 18453, Page 257 of the Public Records of Pinellas
County, Florida (Exhibit "D" of the Development Agreement).
4. The parties hereto do certify and agree, as required under Section 18 of the
Development Agreement, that all performance under the Development Agreement has been
completed and the Development Agreement is of no further effect except as expressly
indicated otherwise herein.
[Signature page(s) to follow]
IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date and year
first above written.
(DEVELOPER SIGNATURE PAGE)
In the presence of:
rint Name:
As to "Developer"
STATE OF COLORADO
)
)
COUNTY OF VI°,if\U-( )
MHH CLEARWATER 395 HOLDINGS, LLC,
a Delaware limited liability company
By:
Name: Mike Wilbert
Title: Vice President
Date: -7'ccJa.I
Print Name: PAL Vlr i I k
As to "Developer"
Ariane Bennett
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20214030159
MY COMMISSION EXPIRES July 28, 2025
The foregoing instrument was acknowledged before me by means of a physical presence
or ❑ online notarization, this l 0 day of Craft , 2024, by Mike Wilbert, as Vice
President of MHH Clearwater 395 Holdings, LLC, aUDelaware limited liability company. Mike
Wilbert is personally known to me or has U produced as identification.
Notary Publ.
Print Name: a i GULL 60'1116
My Commission Expires: f U N 281 ZO2S
Bruce Recto
Mayor
Date: q--/-1 /1
Approved as to form:
(CITY SIGNATURE PAGE)
Matthew J. Mytych, Esq.
Assistant City Attorney
Date:
STATE OF FLORIDA
COUNTY OF PINELLAS
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
By:
Jerrier
City Manager -773/a
Date:
Attest:
jt ,d.wt 0,2 Qi
Rosemarie Call
City Clerk
Date: C! Le_ -S( )-0,,14
Oti-t
The foregoing instrument was acknowled
or ❑ online notarization, thisrod day of
Manager of the City of Clearwater, Florida, a Flo
known to me or has ❑ produced as identification.
d before me by means of thysical presence
, 2024, by Jennifer Poirrier, as City
unicipal corporation. She is jrsonally
6°'°4Patricia DeMilo
, Comm.: HH 387353
., 2 = Expires: April 17, 2027
`"%°;" Notary Public State of Florida
Notary Public
Print Name:
C., Ci)eit(L
My Commission 'Expires: L � L�
Prepared By and Return to:
Davis Graham & Stubbs LLP
1550 17th Street, Suite 500
Denver, CO 80202
Attn: Jonathan Goldstein
HOTEL DENSITY RESERVE DEVELOPMENT AGREEMENT COMPLETION
CERTIFICATE
THIS HOTEL DENSITY RESERVE DEVELOPMENT AGREkMENT
COMPLETION CERTIFICATE (this "Certificate"), entered into this 5°-1''day of � L�
2024, by and between THE CITY OF CLEARWATER, FLORIDA, a municipal corporation! of
the State of Florida, hereinafter referred to as "City", whose mailing address is: 100 S. Myrtle
Avenue, Clearwater, Florida 33756, and MHH CLEARWATER 395 HOLDINGS, LLC, a
Delaware limited liability company, its successors and/or assigns, hereinafter referred to
collectively as "Developer", whose mailing address is: c/o Mission Hill Hospitality Trust, 50 S.
Steele St., Suite 200, Denver, Colorado 80209.
WITNESSETH:
WHEREAS, Mainstream Partners VIII, LTD., a Florida limited partnership ("Mainstream"),
and City entered into that certain Hotel Density Reserve Development Agreement dated June 26, 2014
and recorded on July 2, 2014 in O.R. Book 18453, Page 216 of the Public Records of Pinellas County,
Florida (as assigned as described below, the "Development Agreement"); and
WHEREAS, Mainstream assigned all of its right, title, and interest in and to the Development
Agreement to Dias Development, LLC, a Florida limited liability company ("Dias"), as evidenced by
the Assignment and Assumption Agreement dated February 12, 2016; and
WHEREAS, Dias assigned all of its right, title, and interest in and to the Development
Agreement to NPCW LLC, a Delaware limited liability company ("NPCW"), as evidenced by the
Assignment and Assumption of Hotel Density Reserve Development Agreement dated November 15,
2018 and recorded on November 16, 2018 in O.R. Book 20339, Page 931, of the Public Records of
Pinellas County, Florida; and
WHEREAS, NPCW assigned all of its right, title, and interest in and to the Development
Agreement to Developer pursuant to that certain Assignment and Assumption Agreement dated June
28, 2023, and recorded on June 29, 2023, in O.R. Book 22489, Page 1765 of the Public Records of
Pinellas County, Florida; and
WHEREAS, City agrees to release Developer from any and all obligation under the
Development Agreement with the exception of certain restrictions specified herein and certifies that the
Development Agreement is hereby completed upon execution of this Certificate; and
110790_0048-554240810-3453/2.0
NOW, THEREFORE, in consideration of and in reliance upon the premises, the mutual covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:
1. City acknowledges that Developer (or its predecessors in interest) has fulfilled its
obligations under the Development Agreement, is not in default, and no event has occurred
necessitating City notifying Developer of a basis for termination, pursuant to Section 10 of
the Development Agreement.
2. City does hereby release Developer from all obligations under the Development
Agreement excepting those restrictions set forth in Section 3 of this Certificate.
3. Developer and City agree that the restrictions set forth in the following recorded
instruments shall survive the completion of the Development Agreement in accordance
with their terms:
a) That certain Covenant Regarding Hurricane Evacuation and Development,
Use, and Operation Declaration of Covenants and Restrictions, dated June
10, 2014, recorded on July 2, 2014 in O.R. Book 18453, Page 252 of the Public
Records of Pinellas County, Florida (Exhibit "C" of the Development
Agreement); and
b) That certain Covenant of Unified Use, dated June 26, 2014, and recorded on
July 2, 2014 in O.R. Book 18453, Page 257 of the Public Records of Pinellas
County, Florida (Exhibit "D" of the Development Agreement).
4. The parties hereto do certify and agree, as required under Section 18 of the
Development Agreement, that all performance under the Development Agreement has been
completed and the Development Agreement is of no further effect except as expressly
indicated otherwise herein.
[Signature page(s) to follow]
IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date and year
first above written.
(DEVELOPER SIGNATURE PAGE)
In the presence of:
As to "Developer"
STATE OF COLORADO )
)
COUNTY OF V.ev\v.ei )
MHH CLEARWATER 395 HOLDINGS, LLC,
a Delaware limited liability company
By:
Name: Mike Wilbert
Title: Vice President
Date: -7110 J 0_9'
Print Name: Pot, vi,, i t lc
As to "Developer"
Ariane Bennett
NOTARY PUBUC
STATE OF COLORADO
NOTARY ID 20214030159
MY COMMISSION EXPIRES July 28, 2025
The foregoing instrument was acknowledged before me by means of a physical presence
or U online notarization, this l0 day of CriJ4 , 2024, by Mike Wilbert, as Vice
President of MHH Clearwater 395 Holdings, LLC, aUDelaware limited liability company. Mike
Wilbert is CApersonally known to me or has ❑ produced as identification.
Notary Publ' •�
Print Name: Yl G(Ke.- guine
My Commission Expires: 7U y 25 t42S
Mayor j
Date: q-/`3 �Z'f
Approved as to form:
(CITY SIGNATURE PAGE)
Matthew J. Mytych, Esq.
Assistant City Attorney
Date:
-7/3/w1-
STATE OF FLORIDA
COUNTY OF PINELLAS
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
By:
Je Prrier
City Manager
Date:
Attest:
t dnk Q,2 Ot-it
Rosemarie Call
City Clerk
Date: `'/ j Si )0
The foregoing instrument was acknowledgrd before me by means ofhysical presence
or ❑ online notarization, this 3!P day of O , 2024, by Jennifer Poirrier, as City
Manager of the City of Clearwater, Florida, a Floicila unicipal corporation. She is l rsonally
known to me or has ❑ produced as identification. ,';"�4 4Patricia DeMlin
... Comm.: HH 387353
''
= Expires: April 17, 2027
ate"` Notary Public - State of Florid?
Notary Public
Print Name:
( Cu'eitLz
My Commission "Expires: C) 1 Way