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ANALYSIS OF THE FUTURE TAX INCREMENT IN DOWNTOWN CLEARWATER COMMUNITY REDEVELOPMENT AREA CONTRACT ~ THIS CONTRACT, entered into this ~~ day Of~ 2005, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a Florida Redevelopment Agency, hereinafter referred to as "CRA," P.O. Box 4748, Clearwater, Florida 33758-4748 and Swan Development Advisors, Inc., a Florida corporation, hereinafter referred to as "Swan," P.O. Box 2097, Lakeland, Florida 33806-2097. WHEREAS, the CRA requested professional services to undertake an analysis of the future tax increment that will be generated in the Downtown Clearwater Community Redevelopment Area; and WHEREAS, Swan agrees to prepare a schedule of tax increment projections that will enable the CRA to make informed decisions regarding methods to utilize the tax increment for upcoming projects and developments; NOW THEREFORE, CRA and Swan do hereby incorporate all terms and conditions in Exhibit "A" attached hereto, and mutually agree as follows: 1. SCOPE OF PROJECT. Swan agrees to provide professional services under the terms and conditions described in Exhibit "A" 2. TIME OF PERFORMANCE. This Contract shall commence on May 16, 2005 and terminate on October 31, 2005. 3. COMPENSATION. The CRA will pay Swan a sum not to exceed $7,750.00, inclusive of all reasonable and necessary direct expenses. The CRA may, from time to time, require changes in the scope of the project of Swan to be performed hereunder. Such changes, including any increase or decrease in the amount of Swan's compensation and changes in the terms of this Contract which are mutually agreed upon by and between CRA and Swan shall be effective when incorporated in written amendment to this Contract. 4. METHOD OF PAYMENT. Swan's invoices shall be submitted to the CRA for approval for payment on a monthly basis. The CRA agrees to pay after approval under the terms of the Florida Prompt Payment Act F.S. 218.70. The CRA's performance and obligation to pay under this Contract IS contingent upon an annual appropriation of the CRA's budget. 5. NOTICES AND CHANGES OF ADDRESS. Any notice required or permitted to be given by the provisions of this Contract shall be conclusively deemed to have been received by a party hereto on the date it is hand delivered to such party at the address indicated below (or at such other address as such party shall specify to the other party in writing), or if sent by registered or certified mail (postage prepaid) on the fifth (5th) business day after the day on which such notice is mailed and properly addressed. Page 2 of 5 Swan Development Advisors, Inc. Bruce Lyon President P.O. Box 2097 Lakeland, FL 33806 Telephone: 863-802-9490 Facsimile: 863-802-9630 CRA of Clearwater Geraldine Campos Interim CRA Executive Director P.O. Box 4748 Clearwater, Florida 33758 Telephone :727-562-4023 Facsimile: 727-562-4075 6. TERMINATION OF CONTRACT. The CRA at its sole discretion may terminate this Contract by giving Swan ten (10) days written notice of its election to do so and by specifying the effective date of such termination. Swan shall be paid for its services through the effective date of such termination. Further, if Swan shall fail to fulfill any of its obligations hereunder, this Contract shall be in default, the CRA may terminate the Contract, and Swan shall be paid only for work completed. 7 . INDEMNIFICATION AND INSURANCE. Swan agrees to protect, defend, indemnify and hold CRA and its officers, employees and agents free and harmless from and against any and all losses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character arising out of or due to any negligent act or omission of Swan or its employees in connection with or arising directly or indirectly out of this Agreement and/or the performance hereof. Without limiting its liability under this Agreement Swan shall procure and maintain during the life of this Agreement professional liability insurance. This provision shall survive the termination of this Agreement. Swan agrees to comply with all Page 3 of 5 terms, provisions, and requirements contained in Exhibit uB" attached hereto and made a part hereof as if said document were fully set forth at length herein. 8. PROPRIETARY MATERIALS. Upon termination of this Contract, Swan shall transfer, assign and make available to CRA or its representatives all property and materials in Swan's possession belonging to or paid for by the CRA. 9. INTERESTS OF PARTIES. Swan covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance and/or provision of services required under the terms and conditions of this Contract. 10. CONFORMANCE WITH lAWS. Swan agrees to comply with all applicable federal, state and local laws during the life of this Contract. 11. ATTORNEY FEES. In the event that either party seeks to enforce this Contract through attorneys at law, then the parties agree that each party shall bear its own attorney fees and costs. 12. GOVERNING lAW AND VENUE. The laws of the State of Florida shall govern this Contract, and any action brought by either party shall lie in Pinellas County, Florida. Page 4 of 5 IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set forth above. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: 4~.~ FFaflk V. Hibbard L, Chairperson Approved as to form: ,~o~ Bry. D. Ruff Assistant City Attorney Attest: ~ [. ia E. Goudeau- lerk STATE OF FLORIDA COUNTY OF PINELLAS """- foregoing instrument was acknowledged before me this ~ day of , 2005, by FRANK V. HIBBARD and CYNTHIA E. GOUDEAU, C irperson and City Clerk, respectively, of the Community Redevelopment Agency of the City of Clearwater, Florida. The are personally known to me or have produced valid Florida drivers' licenses as identification (Seal) ('I, j ~. ~ N~, State of Florida ~1;.~~'Hi.~~ Carolyn L Brlnfc !*(Ji.,\4. MY COMMISSION # 00203569 EXPIRES ;~'~:~i May 22, 2007 , '~ir;,i~'t>. BONDED TflIWTROV FAIN INSIJRANCE,INC Printed or typed name SWAN DEVELOPMENT ADVISORS, INC. Attest: /hy..-r"L (1.~ BY~~ Print Name: Jrr!.ILlSE~'1 A.i)Lf..PMr Bruce Lyon Secretary {..VI T7'1bl'-C President ~ Page 5 of 5 Swan Development Advisors, Inc. Community and Real Estate Development Consulting PROFESSIONAL SERVICES PROPOSAL To: Ms. Geraldine Campos Economic Development and Housing Director CRA Interim Executive Director City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 ./ ~/<.; '-. "',"'-~<, "". ~,..'/;;/ / ,/ .^// ',~ --- F " ,....-:;/ ./ :::::-..... ". . ^ . . l Bruce Lyon President Swan Development Advisors, Inc. P.O. Box 2097 Lakeland, FL 33806 From: Date: March 21, 2005 Subject: Professional St(rvices Proposal Tax Increment Analysis Downtown Community Redevelopment Area (CRA) Clearwater, FL Scope of Services Overview 1. The City of Clearwater Director of Economic Development requests Swan Development Advisors to submit a proposal outlining the Scope of Work and Fee structure for assisting the City of Clearwater to undertake ~ analysis ofthe future tax increment that will be generated in the Downtown Clearwater Community Redevelopment Area. 2; It is the intent of the consultant and the City of Clearwater Community Redevelopment Agency to prepare a schedule oftax increment projections that will enable the City of Clearwater and the CRA to make informed decisions regarding methods to utilize the tax increment for upcoming projects and developments. 3. Mr. Bruce Lyon of Swan Development Advisors, Inc. will serve as the project manager, performing the technical and analytical project tasks for the tax increment study. 4. Ms. Geraldine Campos of the City of Clearwater will provide the necessary project related information to Swan Development Advisors, and will be available on a periodic basis to meet with Swan Development Advisors to examine the draft work product, to provide additional information as needed and to make certain assumptions regarding the timing and taxable nature of future projects. P.O. Box 2097.. Lakeland, FL 33806.. (863) 802-9490" Fax (863) 802-9630 Email: Bruce@lSwanadvisors.com EXHIBIT "A" it. Swan Development Advisors, Inc. Community and Real Estate Development Consulting Tax Increment Analvsis Swan Development Advisors will undertake an analytical review of the factors affecting the tax increment in the CRA utilizing information provided by the City of Clearwater to develop tax increment projections for the area. Swan Development Advisors will revise, update and incorporate new and anticipated projects to these projections in order to determine an accurate projection of the future tax increment that the City of Clearwater Downtown Community Redevelopment Agency will receive in the future. 1. Swan Development Advisors will attend up to two (2) initial meetings with the Client for the purpose of reviewing and reaffirming the Client needs and objectives and to review the data to be provided by the Client that the Client may need to collect from various City Departments. These meetings may include interviews or discussions with key staff members regarding specific projects and their taxable structure. 2. Consultant will attend up to three (3) additional meetings with Client to review variables, assumptions and findings prior to submission of final report. 3. Swan Development Advisors, Inc. will undertake an examination of current tax increment projections to validate their accuracy and/or to adjust for externalities not integrated into the current modeling. 4. Swan Development Advisors will examine the taxable nature of all anticipated projects to be located in the Downtown CRA for the purpose of projecting the tax revenues that will be generated by these projects and thus the tax increment to be contributed to the CRA by the projects. 5. Consultant will provide a draft report based on the review and validation of assumptions by Client. Report will contain a written description of the process, findings and conclusions supported by exhibits that detail the tax increment projections for the Downtown CRA. 6. Client will provide editorial or technical 'feedback to Consultant regarding the draft report within fifteen business days of receipt upon which time the Consultant will produce a final report within fifteen business days. Fee Schedule The above professional services are available to the Clearwater Downtown Community Redevelopment Agency on a lump-sum basis. Invoices to be paid monthly on a percentage completion basis. Tax Increment Analysis $7,250.00 Reimbursables $ 500.00 (Including travel, mileage, subsistence, long distance communication, postage, shipping, reports and reproductions, Out-of-Pocket expenses will be billed at cost plus 15%)) Total Maximum Contract Amount $7.750.00 P.O. Box 2097 + Lakeland, FL 33806 + (863) 802-9490 + Fax (863) 802-9630 Email: Bruce@Swanadvisors.com 2 Swan Development Advisors, Inc. Conununity and Real Estate Development Consulting Timeline for Completion of Project Barring delays, the project activities can be completed as indicated below. Tax Increment Analysis Draft Re ort - 80% com lete, 60 business days from receipt of Tax increment data and .required project information 15 business days from receipt of CRA comments Tax Increment Analysis - Final Re ort - 100% Acceptance and Authorization to Proceed Pre-Payment - The Client will make an initial payment of agreement. o .00 upon execution of this Payment Schedule - Fees will be billed monthly on a percentage completion basis. Invoices to be paid by Client within 30 days of invoice date. Full payment shall be due to Swan , , Development Advisors, Inc. upon final billing. Client agrees to review all billing invoices/statements and promptly notify Swan Development Advisors, Inc., in writing, of any discrepancies or errors with fifteen (15) days from the receipt of the invoice/statement. If this proposal/Agreement satisfactorily sets forth Client's entire understanding of the agreement, please sign the agreement below in the space provided and return it to Swan Development A'dvisors, Inc. as authorization to proceed with the work. Accepted this day of ,2005. Signature Ms. Geraldine Campos, Economic Development and Housing Director CRA Interim Executive Director 112 S. Osceola Avenue Clearwater, FL 33756 P.O. Box 2097. Lakeland, FL 33806. (863) 802-9490. Fax (863) 802-9630 Email: Bruce@Swanadvisors.com 3 1M ----...... -------. -.. ----. . . .. .. .... ... . ... .........- I 05/0412005 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Eagle Insurance Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 10414 N. Dale Mabry Highway ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Tampa FL 33618 INSURERS AFFORDING COVERAGE NAIC# INSURED Swan Development Advisors, Inc INSURER A: Hartford Fire Insurance Co. 2324 Brandon Rd INSURER B: Houston Casualtv CO. INSURER C: Lakeland FL 33803 INSURER 0: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,_ EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I~~ r:.o..'?:~ POLICY NUMBER POLICY EFFEC11VE POLICY EXPIRATION LIMITS ~NERAL LIABILITY EACH OCCURRENCE $ 1.000,000 A x x 21SBMNV3921 05/0212005 0510212006 DAMAGE TO RENTED $ 300.000 COMMERCIAL GENERAL LIABIUTY I CLAIMS MADE Ii] OCCUR MEO EXP IA"", one n8fSonl s10.000 - PERSONAl & ArN INJURY . d,OOO 000 - GENERAL AGGREGATE $ 2 000.000 ~'L AGGRnE LIMIT APnS PER: PRODUCTS - COMPIOP AGG S 2,000.000 POLICY P,fR;: LOC ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ~ ~ All OWNED AUTOS BODILY INJURY (Per person) $ - SCHEDUlED AUTOS - HIRED AUTOS BODILY INJURY (Per accident) $ - NON,OWNED AUTOS - PROPERTY DAMAGE $ " (Per accident) ~RAGE LIABILITY AUTO ONLY - EA ACCIDENT ,$ ANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG S OESSIUMBRELLA LIABILITY EACH OCCURRENCE S OCCUR 0 CLAIMS MADE AGGREGATE S s R DEDUCTI~LE $ RETENTION $ $ WORKERS COMPENSATION AND I ~~.~mnJ:;.1 10J~- EMPLOYERS' LIABILITY E.L EACH ACCIDENT S ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E,L, DISEASE - EA EMPLOYEE $ '~Prc:~'C'~~b~.y,~7~~s below E,L. DISEASE, POLICY LIMIT $ OTHER B Professional Liability H70512823 0510212005 0510212006 500,000 per occurance 500 000 auureuate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Certificate Holder is named as additional Insured CERTIFICATE HOLDER CANCELLATION City of Clearwater SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 112 S. Osceola Avenue DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ OAYS WRmEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Clearwater, FL 33758 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE //".A_ fY\, ~ I C ACORD 25 (2001/08) @ACORD CORPORATION 1988 EXHIBIT "B"