07/13/2010
COMMUNITY REDEVELOPMENT AGENCY
AGENDA
Location: Council Chambers - City Hall
Date: 7/13/2010- 9:00 AM
1. Call to Order
2. Approval of Minutes
2.1 Approve the minutes of the June 14, 2010 CRA Meeting as submitted in written summation by the City
Clerk.
Attachments
3. CRA Items
3.1 Approve the Assignment and Assumption of Development Agreement from Water's Edge Clearwater,
LLC to Water's Edge Real Estate Acquisition, L.P. and authorize the appropriate officials to execute the
Consent to Assignment.
Attachments
3.2 Contingent on receipt of the proper documentation showing Clearwater Downtown Events, Inc. as a Not-
for-Profit organization, approve a Memorandum of Agreement between the CRA and Clearwater
Downtown Events, Inc., for the provision of an Expanded and Enhanced schedule of 4th Friday events in
the Cleveland Street District, approve a $75,000 "seed money" grant to Clearwater Downtown Events,
Inc. to underwrite a portion of the expanded 4th Friday Program, and authorize the appropriate official to
execute the Agreement.
Attachments
3.3 Approve contract between the CRA and Blenderbox, Inc., Brooklyn, New York, in the amount of
$75,000, plus 10% contingency, for a total project approval of $82,500 for design, content development,
copy writing and staff training services in conjunction with the development of a Cleveland Street District
Marketing and Informational Website, and authorize the appropriate officials to execute the contract for
same.
Attachments
3.4 Approve a Development Agreement between the CRA and Mainstreet Clearwater Development LLC of
Clearwater, Florida concerning the "Tony's Pizza Restaurant" project, 426 to 428 Cleveland Street,
delineating the terms and conditions for the provision of certain economic assistance by the CRA.
Attnchmentc
4. Other Business
5. Adjourn
Meeting Date:7/13/2010
Community Redevelopment
0 Agency Agenda
Council Chambers - City
Hall
SUBJECT / RECOMMENDATION:
Approve the minutes of the June 14, 2010 CRA Meeting as submitted in written summation by the City Clerk.
SUMMARY:
Review Approval: 1) Clerk
Cover Memo
Item # 1
Attachment number 1
Page 1 of 3
COMMUNITY REDEVELOPMENT AGENCY MEETING MINUTES
CITY OF CLEARWATER
June 14, 2010
Present: Chair/Trustee Frank Hibbard, Trustee George N. Cretekos, Trustee John
Doran, Trustee Paul Gibson, and Trustee Bill Jonson.
Also William B. Horne - City Manager, Jill S. Silverboard - Assistant City Manager,
present: Rod Irwin - CRA Executive Director/Assistant City Manager, Leslie Dougall-
Sides - Assistant City Attorney, Cynthia E. Goudeau - City Clerk, and
Rosemarie Call - Management Analyst.
Unapproved
To provide continuity for research, items are in agenda order although not
necessarily discussed in that order.
1. Chair/Trustee Call to Order - Hibbard
The meeting was called to order at 1:47 p.m. at City Hall.
2. Approval of Minutes
2.1 Approve the minutes of the May 3, 2010 and June 1, 2010 C Meeting as
submitted in written summation by the Citv Clerk.
Trustee John Doran moved to approve the minutes of the May 3, 2010 and June 1,
2010 CRA Meeting as submitted in written summation by the City Clerk. The motion
was duly seconded and carried unanimously.
3. CRA Items
3.1 of mid-year budget amendments for the Community e v lop nt Ag ncy
Aerating Budget for Fiscal Year 2009/10.
Amendments to the revenues of the operating budget reflect a decrease of
$58,411 in TIF received for FY09/10, based upon final receipts for the TIF
proceeds from Pinellas County, the City of Clearwater, and the Downtown
Development Board. Amendments to revenues also reflect an increase of
$170,000 in Interest Earnings for FY09/10 in the CRA Operating fund and a
$588,647 increase to recognize interest earnings accumulated in the CRA project
fund over the last three fiscal years.
Community Redevelopment Agency 2010-6-14 Item #11
Attachment number 1
Page 2 of 3
In addition, the following are amendments to the expenditures:
an increase of $2,700 to Printing and Binding
a decrease of $4,978 to Payments to Other Agencies (The DDB will adjust TIF
proceeds received for FY 09/10.)
Under Transfers Out, the Restricted County TIF proceeds were adjusted to reflect
a decrease of $25,061, allocated to capital projects to the amount received.
In addition, there is an increase of $727,575 to the Downtown Redevelopment
Fund to recognize the allocation of excess revenues described above. All
expenditure activity reflected in the Capital Project Fund is for the period ending
March 30, 2010.
Amendments to the Capital Improvement Project Fund recognizes the interest
earnings described above and records the increase to the Downtown
Redevelopment Fund (94714); records a transfer of $511,602 of CRA funds from
Downtown Streetscape (Phase 1) to Downtown Streetscape Phase II with $25,061
less due to lower than expected property values; and records a project transfer of
$325,000 from the Downtown Redevelopment Fund to establish a new project,
Car Pro Site (94862), approved by the CRA on June 1, 2010.
Budget Director Tina Wilson reviewed the amendments.
In response to a question, Economic Development & Housing Director Geri Campos
Lopez said the funds remaining from the Marriott Residence Inn and Mediterranean Village
projects will be transferred to the Capital Improvement Project Fund.
Trustee George N. Cretekos moved to adopt mid-year budget amendments for the
Community Redevelopment Agency Operating Budget for Fiscal Year 2009/10. The
motion was duly seconded and carried unanimously.
4. Other Business - None
Community Redevelopment Agency 2010-6-14 Item #21
Attachment number 1
Page 3 of 3
r
The meeting was adjourned at 1:52 p.m.
Attest
City Clerk
Chair
Community Redevelopment Agency
Community Redevelopment Agency 2010-6-14 Item #31
Meeting Date:7/13/2010
Community Redevelopment
0 Agency Agenda
Council Chambers - City
Hall
SUBJECT / RECOMMENDATION:
Approve the Assignment and Assumption of Development Agreement from Water's Edge Clearwater, LLC to Water's Edge Real
Estate Acquisition, L.P. and authorize the appropriate officials to execute the Consent to Assignment.
SUMMARY:
OPUS SOUTH DEVELOPMENT, L.L.C., a Delaware limited liability company (the "Developer") was the Developer of a certain
project known as "Waters Edge" (the "Project"), located in Pinellas County, Florida as defined in that certain Development
Agreement, by and between Developer and Community Redevelopment Agency of The City Of Clearwater, Florida, a public body
corporate and politic of the State of Florida, dated December 19, 2006, as evidenced by that certain "Memorandum of Development
Agreement," dated December 22, 2006, and recorded December 29, 2006 in Official Records Book 15557, Page 1062 of the Public
Records of Pinellas County, Florida (the "Records") (collectively, the "Development Agreement").
On October 16, 2009, Waters Edge One, L.L.C., a Delaware limited liability company ("Prior Owner") conveyed all of its right,
title and interest in the Project, including all remaining unsold condominium units in the Project, to Assignee by that certain Special
Warranty Deed (the "Deed") recorded in Official Records Book 16729, Page 2018 of the Records.
The Prior Owner assigned its rights under the Development Agreement to Assignor, by Assignment and Assumption of
Development Agreement recorded March 29, 2010 in Official Records Book 16869, Page 1459 of the Records.
In connection with that certain Contract of Purchase and Sale, bearing an effective date of March 12, 2010 between Assignor and
Assignee, Assignor is conveying rights under the Development Agreement to Assignee. Consent to the assignment by the
Community Redevelopment Agency is required.
Community Redevelopment Agency staff recommends the Board consent to the assignment.
Review Approval: 1) Office of Management and Budget 2) Legal 3) Clerk 4) Assistant City Manager 5) Clerk 6) City Manager 7) Clerk
Cover Memo
Item # 2
ruiaciuneni I1UH1Uei i
Page 1 of 1
Stingray Asset Management, LLC
15462 Gulf Blvd. Unit 802
Madeira Beach, FL 33708
(813) 767-8926
June 29, 2010
Ms. Pam Akin
City Attorney
City of Clearwater, Florida
Re: Assignment of Development Agreement rights currently between Community Redevelopment
Agency of the City of Clearwater, Florida and Water's Edge Clearwater, LLC
Dear Ms. Akin
I have been engaged by Concierge Asset Management, LLC who represents the bulk purchaser of
condominium units at Water's Edge, a Condominium in downtown Clearwater, Florida. The new
ownership entity will be Water's Edge Real Estate Acquisition, L.P., and the purpose of this
communication is to request the City's authorization to assume the rights under the Development
Agreement currently held by Water's Edge Clearwater, LLC.
Under separate cover, David Brittain, the attorney representing Water's Edge Clearwater, LLC will be
forwarding to you the proper assignment documentation required to perfect this assumption. Please
accept this correspondence as providing background for Concierge Asset Management, LLC and their
capabilities to perform under the Development Agreement.
Concierge Asset Management and its predecessor companies have been in the multifamily business for
over 40 years and during that time have acquired interests in over 150 communities comprised of over
35,000 residential units. They have worked hand in hand with many municipalities in rejuvenating
struggling multifamily properties to heighten the overall economic benefit of the property, the
neighborhood and the community for which it is apart.
I have enclosed some background information along with this request. Please feel free to contact me if
you have any questions. Thank you for your attention to this matter.
Regar ,
Grant Wo d
Enclosure
Item # 2
Attachment number 2
Page 1 of 8
This instrument prepared by
(and return to after recording):
David R. Brittain
Trenam Kemker
Bank of America Plaza
27th Floor
101 B. Kennedy Boulevard
Tampa, FL 33602
ASSIGNMENT AND ASSUMPTION OF
DEVELOPMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (the
"Agreement") is made and entered into this day of July, 2010 (the "Effective Date") by
and between WATER'S EDGE CLEARWATER, LLC, a Delaware limited liability company
("Assignor") and WATER'S EDGE REAL ESTATE ACQUISITION, L.P., a Delaware
limited partnership ("Assignee").
WITNES SETH
WHEREAS, OPUS SOUTH DEVELOPMENT, L.L.C., a Delaware limited liability
company (the "Developer") was the Developer of a certain project known as "Waters Edge" (the
"Project"), located in Pinellas County, Florida as defined in that certain Development
Agreement, by and between Developer and Community Redevelopment Agency of The City Of
Clearwater, Florida, a public body corporate and politic of the State of Florida, dated December
19, 2006, as evidenced by that certain "Memorandum of Development Agreement," dated
December 22, 2006, and recorded December 29, 2006 in Official Records Book 15557, Page
1062 of the Public Records of Pinellas County, Florida (the "Records") (collectively, the
"Development Agreement"); and
WHEREAS, on October 16, 2009, Waters Edge One, L.L.C., a Delaware limited liability
company ("Prior Owner") conveyed all of its right, title and interest in the Project, including all
remaining unsold condominium units in the Project, to Assignee by that certain Special Warranty
Deed (the "Deed") recorded in Official Records Book 16729, Page 2018 of the Records; and
WHEREAS, Prior Owner assigned its rights under the Development Agreement to
Assignor, by Assignment and Assumption of Development Agreement recorded March 29, 2010
in Official Records Book 16869, Page 1459 of the Records; and
WHEREAS, in connection with that certain Contract of Purchase and Sale, bearing an
effective date of March 12, 2010 between Assignor and Assignee, Assignor is conveying rights
under the Development Agreement to Assignee;
NOW THEREFORE, for and in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Item # 2
Attachment number 2
Page 2 of 8
parties, intending to be legally bound, each acknowledge, state and agree as follows:
1. The foregoing recitals are true and correct and hereby made a part of this
Assignment.
2. Pursuant to Section 11.01 of the Development Agreement, Assignor assigns to
Assignee, and Assignee agrees to accept and assume, all of the rights, obligations and
responsibilities of Developer as set forth in the Development Agreement.
3. Assignor warrants and represents to Assignee, for itself and its successors and
assigns, as follows: (a) Assignor is currently the assignee of the "Developer" under the
Development Agreement; (b) Assignor has good right, power and authority to assign and convey
the foregoing rights, to Assignee; and (c) the execution and delivery of this Agreement has been
duly authorized by all necessary action on the part of Assignor and is executed on behalf of
Assignor by a member who is duly authorized to execute and deliver the same and to bind
Assignor.
4. Assignee acknowledges and agrees that Assignee shall perform the obligations of
Assignor under the Development Agreement and that Assignee shall not look to Assignor for
performance of same. Assignee acknowledges receipt of a recorded copy of the Completion
Certificate executed by the Community Redevelopment Agency of the City of Clearwater,
Florida.
5. Although executed and delivered by Assignor and Assignee, the effectiveness of
this Agreement shall be subject to the condition that the Community Redevelopment Agency of
the City Of Clearwater, Florida, a public body corporate and politic of the State of Florida
("City"), shall have executed and delivered to Assignee the "Consent and Release" attached to
and made a part of this Agreement. Assignee agrees to deliver a copy of this Agreement to
Assignor with the executed Consent and Release attached, promptly upon receipt of such
document from the City. Upon full execution as aforesaid, this Agreement shall be binding upon
and inure to the benefit of Assignor and Assignee and their respective successors and assigns.
Except to the extent expressly performed and satisfied by the execution and delivery of this
Assignment, all covenants and agreements of Assignor and Assignee under the Prior Assignment
remain in full force and effect, without modification.
6. The parties agree that this Assignment may be recorded in the Official Records of
Pinellas County, Florida to evidence the assignment of Assignor's rights to Assignee and other
terms of this Assignment as a matter of public record.
Item # 2
Attachment number 2
Page 3 of 8
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed to be effective for all purposes as of the day and year first above written.
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:
WITNESSES:
(Signature)
Print Name
(Signature)
Print Name
STATE OF
COUNTY OF
(CORPORATE SEAL)
The foregoing instrument was acknowledged before me this day of
2010, by as
of Redus Properties, Inc., a Delaware corporation, the managing
member of WATER'S EDGE CLEARWATER, LLC, a Delaware limited liability company,
on behalf of the corporation and company, respectively. He/She either ? is personally known to
me or ? has produced
as identification.
My commission Expires:
(Affix Notary Seal)
"ASSIGNOR"
WATER'S EDGE CLEARWATER, LLC,
a Delaware limited liability company
By: Redus Properties, Inc., a Delaware
Corporation, it's managing member
By:
Print Name:
Title:
(Signature)
Print Name:
[Remainder of the page is intentionally left blank; signatures continue on the next page.]
Item # 2
Attachment number 2
Page 4 of 8
Witness "ASSIGNEE"
WATER'S EDGE REAL ESTATE ACQUISITION,
L.P., a Delaware limited partnership
By: Water's Edge GP, LLC, a Delaware limited
liability company, General Partner
Witnesses as to 1st signatory for Water's Edge Real By: Water's Edge Real Estate Associates,
Estate Associate, L.P. L.P., a Delaware limited partnership,
Member
[Witness Signature Above]
By:
[Print Witness Name Above] Name:
Title:
[Witness Signature Above]
[Print Witness Name Above]
Witnesses as to 2nd signatory for Water's Edge Real
Estate Associate, L.P.
[Witness Signature Above]
[Print Witness Name Above] By
Name:
Title:
[Witness Signature Above]
[Print Witness Name Above]
Witnesses as to signatory for Water's Edge CAM GP,
LLC
[Witness Signature Above] By: Water's Edge CAM GP, LLC, a
Delaware limited liability company,
[Print Witness Name Above] Member
[Witness Signature Above]
By:
[Print Witness Name Above] Name:
Director
Item # 2
Attachment number 2
Page 5 of 8
STATE OF )
COUNTY OF 1 SS:
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments, the foregoing instrument was acknowledged
before me by , the of Water's Edge Real Estate
Associates, L.P., a Delaware limited partnership, as a Member of Water's Edge GP, LLC, a
Delaware limited liability company, a General Partner of WATER'S EDGE REAL ESTATE
ACQUISITION, L.P., a Delaware limited partnership, on behalf of the companies and
partnership, respectively, freely and voluntarily under authority duly vested in him/her by said
companies and partnership. He/She is either personally known to me or has produced a valid
driver's license as identification.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , 2010.
Notary Public
Typed, printed or stamped name of Notary
My Commission Expires:
STATE OF )
COUNTY OF ) SS:
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments, the foregoing instrument was acknowledged
before me by , as the of Water's Edge Real Estate
Associates, L.P., a Delaware limited partnership, a Member of Water's Edge GP, LLC, a
Delaware limited liability company, a General Partner of WATER'S EDGE REAL ESTATE
ACQUISITION, L.P., a Delaware limited partnership, on behalf of the companies and
partnership, respectively, freely and voluntarily under authority duly vested in him/her by said
companies and partnership. He/She is either personally known to me or has produced a valid
driver's license as identification.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , 2010.
Notary Public
Typed, printed or stamped name of Notary
My Commission Expires:
Item # 2
Attachment number 2
Page 6 of 8
STATE OF
COUNTY OF
SS:
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments, the foregoing instrument was acknowledged
before me by , as the of Water's Edge CAM GP,
LLC, a Delaware limited liability company, a Member of Water's Edge GP, LLC, a Delaware
liability company, a General Partner of WATER'S EDGE REAL ESTATE ACQUISITION,
L.P., a Delaware limited partnership, on behalf of the companies and partnership, respectively,
freely and voluntarily under authority duly vested in him/her by said companies and partnership.
He/She is either personally known to me or has produced a valid driver's license as
identification.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , 2010.
Notary Public
Typed, printed or stamped name of Notary
My Commission Expires:
Item # 2
Attachment number 2
Page 7 of 8
CONSENT AND RELEASE
The undersigned, COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida
created pursuant to Part 1111, of Chapter 163, Florida Statutes, being an original party to the
Development Agreement, hereby (1) consents to the foregoing Assignment pursuant to Section
11.01 of the Development Agreement, (2) releases WATER'S EDGE CLEARWATER, LLC, a
Delaware limited liability company, Assignor above, of and from its obligations under the
Development Agreement, and (3) accepts and attorns to WATER'S EDGE REAL ESTATE
ACQUISITION, L.P., a Delaware limited partnership, Assignee above, as the owner and holder
of the rights of the "Developer" under the Development Agreement.
IN WITNESS WHEREOF the undersigned has executed this Consent and Release as of
this day of , 2010.
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF: COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA
Bv:
Print Name: Frank V. Hibbard
Title: Chairperson
Attest:
By:
Print Name: Cynthia C. Goudeau
Title: City Clerk
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this day of
20, by Frank V. Hibbard, as Chairperson of COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public
body corporate and politic of the State of Florida, on behalf of such party. He either ? is
personally known to me or ? has produced a valid driver's license as identification.
My commission Expires:
(Signature)
(Affix Notary Seal) Print Name:
Item # 2
Attachment number 2
Page 8 of 8
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this day of
20, by Cynthia C. Goudeau, as City Clerk of COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public
body corporate and politic of the State of Florida, on behalf of such party. She either ? is
personally known to me or ? has produced a valid driver's license as identification.
My commission Expires:
(Signature)
(Affix Notary Seal) Print Name:
Item # 2
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Attachment number 4
Page 1 of 2
Articles and Accolades (from Concierge Website)
Accolades:
Bob Lanier, Mayor
CITY OF HOUS-rIUIK /-N I
N
Past Office Box 1562 Houston, Texas 77251 713/247-2200
OFFICE OF THE MAYOR
Mr. Maxwell Bruce Drever
Chairman
drever Partners, Inc.
Four Fmbarcadero Center, Suite 1810
San Francisco, CA 9461 1
[dear Mr. forever:
Faith in the future of great cities like Houston is renewed and sustained by a private
sector willing to commit its energy and resources where they count. Because of your
group's commitment, once-deteriorating apartment properties that might have been
lost are now fully and tastefully functional in serving the housing needs of our
population. This has not only ensured the very survival of neighborhoods, but also,
with others now fallowing your lead, even their turnaround into viable communities.
It has been said that maintenance is a high mark of civilization. Your belief in the
truth of that statement is exemplified in the careful renovation and efficient
management so characteristic of your buildings. Profits for your investors and
enrichment of our urban environment go h--and in hand', and in expressing my
appreciation for your enterprise, I know I speak as well for the people of Houston.
Sincerely,
6 l
Bob Lanier
Mayor
HCL/bh
Item # 2
Attachment number 4
Page 2 of 2
Quote from Mayor of the City of Alpharetta, an Atlanta suburb:
Through hard work and financial commitment of Concierge Asset Management,
Governor's Point Apartment's path to decline was reversed; and
The development, now known as Huntington Farm Apartments, has been completely
refurbished, is well maintained and secure, once again; and
The Huntington Farm Apartments has become a positive precedent and an attribute to
the City of Alpharetta.
- Arthur G. Letchas, Mayor
Item # 2
Meeting Date:7/13/2010
Community Redevelopment
0 Agency Agenda
Council Chambers - City
Hall
SUBJECT / RECOMMENDATION:
Contingent on receipt of the proper documentation showing Clearwater Downtown Events, Inc. as a Not-for-Profit organization,
approve a Memorandum of Agreement between the CRA and Clearwater Downtown Events, Inc., for the provision of an Expanded
and Enhanced schedule of 4th Friday events in the Cleveland Street District, approve a $75,000 "seed money" grant to Clearwater
Downtown Events, Inc. to underwrite a portion of the expanded 4th Friday Program, and authorize the appropriate official to
execute the Agreement.
SUMMARY:
CRA staff and the 4th Friday volunteer group have had discussions concerning a mutual desire to expand and improve the 4th
Friday event so that each event provides a "draw" approaching the highly successful Miracle on Cleveland Street in December.
The CRA staff objectives are to 1) support existing retail business viability in a period of economic downturn by creating larger
crowds to create dining and retail demand for businesses in the Cleveland Street District; and, 2) provide our retail recruitment
efforts with a better customer base to encourage new retailers/restaurateurs with the confidence to locate in the Cleveland Street
District during the current economic downturn; 3) "expose" additional potential restaurant/retail customers and investors to the
Cleveland Street District through attendance at District events..
With the state of the economy and the status of the new residential buildings in downtown, the two major "attractors" to accomplish
the CRA objectives delineated above are: 1) the Capitol Theatre and 2) the 4th Friday events. The Capitol Theatre is expanding
program offerings and, the CRA staff and the 4th Friday volunteer group wish to see an increased frequency and quality of the 4th
Friday events to create 10 "signature" events (similar in "draw" to the Miracle on Cleveland Street at Christmas).
4th Friday has proposed a business concept to "ramp up " their program operations, with a companion financing plan based upon, in
part, CRA "seed money" during the first 1 or 2 years of the process, while private funding sources are identified and developed. The
intent is that the private contributions replace CRA "seed" money. CRA funds would allow the group to enhance the program for
the 2010-2011 fiscal year, while fund raising and partnerships are pursued.
The 4th Friday volunteer group has agreed to create a Not-for-Profit organization, to be known as Downtown Events, Inc., to
receive and manage the funds and the program. The proper documentation showing the formation of a Not-for-Profit has not been
received from the State and approval of this item is contingent upon receiving that documentation.
The Memorandum of Agreement memorializes the discussions and provides for a $75,000 "seed money" appropriation from the
CRA Redevelopment Fund to partially fund the $250,000 business plan. The DDB will be asked to provide $50,000 and the
remaining $100,000 will be provided from private fund raising efforts.
Type:
Other
Current Year Budget?: Yes
Budget Adjustment Comments:
Current Year Cost:
Not to Exceed:
Budget Adjustment: None
$75,000 Annual Operating Cost:
Total Cost: $75,000
For Fiscal Year: 2009 to 2010
Cover-Memo
Appropration Code Amount Appropriation Comment Item # 3
388-94714 $75,000
Review 1) Office of Management and Budget 2) Legal 3) Clerk 4) Assistant City Manager ED 5) Clerk 6) City
Approval: Manager 7) Clerk
Cover Memo
Item # 3
Attachment number 1
CLEARWATER_
DOWNTOWN
PARTNERSHIP
CITY OF
CLEARWATER
CRA
THE FUTURE OF 4T" FRIDAYS ON CLEVELAND STREET
Item # 3
Attachment number 1
Page 2 of 21
THE ORIGIN OF 4TH FRIDAY IN CLEARWATER 2
DOWNTOWN FESTIVALS 3
THE NEXT STEP OF 4TH FRIDAY 4
CLEARWATER DOWNTOWN PARTNERSHIP 5
EVENT CALENDAR 6
EVENT 101: ON THE STREET 6
SHARING THE VISION 7
A PARTNERSHIP WITH THE CITY OF CLEARWATER 7
THE 4TH FRIDAY BRAND 8
MARKET AREA 10
COMPETITION 11
VOLUNTEERS 11
THE MISSION 11
MARKETING PARTNERSHIPS 12
PREVIEW OF EVENTS 13
REVENUE GENERATION 16
SPONSORSHIPS 16
EXPENSES 17
EXECUTIVE SUMMARY 16
CHOICES 19
4'h Friday in Clearwater Building the Cleveland Street District
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Attachment number 1
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Thousands of
communities
throughout the
United States are
engaged in revitalization
efforts to renew
downtown areas and
restore them to their
former prominence as a
center of community
activity. Successful
downtown projects may
not only expand
business, employment,
and shopping
opportunities but also
increase and strengthen
the social activity and
quality of life in the
community. Community
support and planning
are key elements in a
successful revitalization
effort. Surveying the
community's resources,
organizing citizens'
participation, and
identifying community
goals are essential in
planning such a project.
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4m Friday in Clearwater
Building the Cleveland Street District
Item # 3
10
Attachment number 1
Page 4 of 21
0 ne of the most successful revitalization programs throughout the country is the
downtown city festival. Whether they are called First Fridays, Second Tuesdays, or
Third Thursdays, the facts are that events held in downtown areas have been a huge
success as they provide a reason for the public to come back and become reacquainted
with their cities. Throughout the country, thoroughly engineered and implemented
revitalization plans have resulted in disheveled buildings turning into hip art galleries, while
run-down businesses have morphed into trendy restaurants. Once empty streets are now
filled with patrons returning to the downtown to live, shop, and play.
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One of the projects created by the Clearwater Downtown Partnership (CDP) in conjunction
with the City of Clearwater is 4th Friday. The 4th Friday initiative was created to bring events
and excitement to the Cleveland Street District in Downtown Clearwater. "Feet the
Street" was the slogan CDP Chairman Bill Sturtevant called out to his volunteer board, and
the group responded with hard work, dedication, and tremendous results. Month after
month, the 4th Friday Committee has created an event that drew thousands of guests onto
the streets of downtown Clearwater.
4'h Friday in Clearwater
Building the Cleveland Street District
Item # 3
Attachment number 1
THE NEXT STEP
The CDP and the 4th Friday Committee have done their job in creating an event and building the
foundation of a positive brand for the city. Because of its proven success, it has now reached a level where
its continued efforts and potential growth require professional management that can spend the required
time to plan out the future events, develop a long term growth plan, implement a marketing strategy, and
seek out new sources of revenue to continue its growth.
4th Friday in Clearwater must itself become a stage for creating the Downtown Clearwater cultural scene. It
will be a place to meet friends new and old, and rejoice in the preservation and innovation of the
Cleveland Street District. In the land of suburbs and strip malls, visitors will come from near and far to
people-watch, sample new restaurants and revel at area bars. Guests will browse the paintings,
photographs, sculptures, jewelry and more handmade art items while enjoying the local cuisine. There is
diversity in the crowd, in the galleries, and the entertainment, adding flavor to the experience. This is the
vision of the 4th Friday celebrations in Clearwater!!!!
The 4th Friday Committee and the CDP have created the blueprint for success for the 4th Friday Event Series.
Rock concerts, Unique Attractions, Family Events, Vendors, Street Entertainment, Volunteer Management,
and Operational components have all been established. The formula is simple:
W,
Naturally, the building block for 4th Fridays in
Clearwater is the events themselves. The
mission is clear: Brim people to Downtown
Clearwater.
One mode to accomplish this is to spend
thousands of dollars each month to create
exciting events that will draw thousands of
guests to the Cleveland Street District on a
regular basis. Each month, the funding source
will be drawn upon to deliver magical events in
the heart of Clearwater. A generous funding
subsidy from city sources will allow these events
to take place. However, there is a more
detailed plan that is better in the long run.
Should the amount of city funds decrease or even cease
to be available for any reason, then the 4th Friday events
disappear as quickly as they began due to the lack of
financial support. Thus another method of operating 4th
Friday is to create a strategic business plan that operates
the
4m Friday in Clearwater
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Item # 3
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Under this plan,
• 4th Friday begins to become self sustaining, relying on only a percentage of the city support
required at start-up.
• Events continue to get larger and there are more stakeholders involved with the desire for success
of these events.
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CLEARWATER DOWNTOWN PARTNERSHIP
The CDP is deeply rooted in the 41h Friday festivals. The organization will
continue to be involved in the event. Although volunteer committee
members will be less active in the daily role because of the demands on
,??d?ltifVAhEii their time, the CDP and the 41h Friday Committee will provide ongoing
partnership support of the event and the development of the brand.
4m Friday in Clearwater
Building the Cleveland Street District
Item # 3
Attachment number 1
Page 7 of 21
EVENT 101: THE EVENT CALENDAR
a) 4 Quarterly
b) 6 Every Other Month
c) 10 Sept-June
d) 12 Monthly
In order to make this decision, one must consider the key components to each option. Four (4) or six
(6) annual events is the least costly, but will not strengthen the brand of 41h Friday, nor will it attract the
regular flow of guests or sponsors. An increased frequency of events will cost more initially, but will
also attract regular vendors, sponsors, and guests. The summer heat, frequency of event canceling
precipitation and many other ongoing activities in the area have been a consideration to not have a
41h Friday celebration in July and August. Thus, although certainly debatable, the answer to number
of annual 41h Friday events should be
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EVENT 101: ON THE STREET
The success of the event at the 400 block of Cleveland St (for Todd Rundgren, and the Indy Car
Challenge) merits future consideration for larger events. With the future demolition of the Harborview
Center, that area could become a prime area once the event grows in size and scope. The
promotion of Station Square Park and the beautiful streetscape remains a key objective. However,
the Harborview Center property site should be considered as a site for very special 41h Friday Events.
4m Friday in Clearwater Building the Cleveland Street District
Item # 3
Attachment number 1
SHARING THE VISION
The long term growth and s, ,- of the 4th Friday Program will ONLY occur if the City embraces
the concept and the group like a partner. From City Hall to the Regional Chamber of
Commerce and from Parks and Recreation to the Downtown Development Board, the 4th Friday
concept is a team project. The public sector, led by the Mayor and City Council must be
supportive of the efforts and intent while the private entities operate the events. Working
together will make downtown Clearwater a revitalized area.
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WHAT IS A PARTNERSHIP? TEN IDEAS
The big picture working relationship with the City of Clearwater would allow 4th Friday to work in
conjunction with the City Government's strategic plan to improve relations with local residents,
property owners, and retail business owners in the region as well as the overall plan to attract
new businesses via the downtown private investment program. All city offices should better
utilize the 4th Friday event for the big picture revitalization project as outlined in the City's
Cleveland Street District Retail Strategy plan.
This is a critical component to the growth and success of 4th Friday. Several elements defining a
true partnership with the city include: (not all listed)
fl Ii nship and I' Win Win ul'
2. Consideration and Inclusion as a City entity
3. I , Use of Ci , C rued Eveii Equif rneni (or very nc °rinal fee)
4. Flexibility, Understanding, and Assistance with Permitting Variances
5. Evenf Insurance under fl-te Cily Policy umbrella
6. Sharing Marketing Resources such as Data Bases, Email Lists, Event
Financials, and Sponsor contacts
7. ,Joinf Adverfising and Prornolions
8. Sharing Financial Advantages
10. Allow for new advertising opportunities (such as sign pole signs) to be part of 4th Friday
sales inventory.
4'h Friday in Clearwater Building the Cleveland Street District
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THE 4TH FRIDAY BRAND
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Branding" 4th Friday is the how we will employ marketing strategies to get people to easily
remember our event and experiences over the competitors. The goal is to have a branded
event so popular that the mere mention of the name brings instant recognition, awareness, and
affection for 4th Friday. Branding is the entire "feel" associated with 4th Friday. In these days of
rapid change, people still enjoy going to places that follow a pattern of operation - it provides a sense
of security. It makes sense to understand that branding is about getting your prospects to see you as
the only one that provides a solution to their problem. Therefore the suggested 5 strategic steps for
branding 4th Friday includes the following objectives:
1) DELIVER A CLEAR MESSAGE:
2) CONFIRM EVENT CREDIBILITY
3) CONNECT TO THE AUDIENCE EMOTIONALLY
4) MOTIVATE THE GUEST
51) CREATE CONCRETE USER LOYALTY ( '
The Fourth Friday Concept will be rebranded into a very well known
entity. Typically, Downtown Street Festivals are created to market the
existing businesses in the region. Already established monthly events in
revitalized cities utilize their existing businesses to create special pricing
on the nights of festivities as a promotional offer.
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For example, in neighboring St. Petersburg, the 15t Friday marketing
slogan simply states: "Get downtown and get down with the fun. You'll
enjoy great jazz, a lively crowd, and all the fun you can handle right in
i the heart of St. Pete."
Other regional city downtown festivals state: "Come discover - our
breathtaking harbor views, parks, plazas and esplanades. Come explore
our shops, restaurants, museums and hotels; and the vast number of
cultural offerings our neighborhood boasts"
FRIDAY
Building the Cleveland Street District
Item # 3
Attachment number 1
The majority of downtown festivals that have high attendance levels are a result of the combination of
basic entertainment on site plus the opportunity for a great night out and social experience for the guests.
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A PROBLEM: At the present time, there are limited restaurants, bars, and activities in downtown
Clearwater, so there is not a draw to bring a regular, substantial audience to the downtown region.
Can we market the Clearwater 41h Friday by stating: Join us every 4th Friday from 5 pm to 10 pm and
explore all we have to offer. Shop in our stores, dine in our restaurants, appreciate art in our galleries, learn
about our community organizations, see what we have to offer while enjoying wonderful entertainment?
The answer is no, not yet.
Because of this,
. The patterns of
success have been exemplified with the largest crowds attending 4th Friday for 1) Miracle on Cleveland St,
2) the Todd Rundgren concert, and 3) the Indy Car Put Stop Challenge. Thus the brand of Clearwater's 4th
Friday must leave a HUGE impression on the public, the media, and the sponsors that Clearwater is the
place for unique and exciting entertaining events.
That is the branding strategy, and the premise for operation.
BRAND EXTENSIONS
Tangible - the attributes you can see and touch
Non-tangible - the values you feel, the emotional attachment
Reality - the qualities you actually experience
It is only when all the components of branding are aligned, that a brand progress
from a collection of attributes to become a true brand. The brand must exceed
customer expectation emotionally and physically in order for the product or service
to be successful.
The way we will get our brand across is projecting the "personality"
of 4th Friday- who we ARE - in every aspect of the business.
4m Friday in Clearwater Building the Cleveland Street District
Item # 3
Attachment number 1
Just 2 Discussion Points for 4th Friday Task Force:
Is
heed/ other oB li iiia5 cunt Ld ,an o 4th Friday?
• Small 4th Friday Office on Cleveland Street filled with exciting photos and information.
• 41h Friday Merchandise Line (souvenirs)
• An exciting interactive web site with features, contests, celebrity blogs, fan polls, video
high lights, membership, volunteer force.
• Signage throughout the area
• Logo, Exciting Collateral Material
• Community Task Force
• The 4th Friday Ambassadors Volunteer group
• Television Commercials reiterating the message
• A professional email blast
MARKET AREA
In addition to the numerous communities in Clearwater and the beach communities, the following cities
are within 18 miles from downtown Clearwater. They are within the market area
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Building the Cleveland Street District
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COMPETITION
For reasons previously mentioned, Clearwater's 4th Friday's direct competition is with every form of
entertainment in the region, especially the year round annual festivals in the area. In the past few
weeks, other area festivals include the Mainsail Arts Festival, St. Pete Festival of Speed, the Talking
Animals Festival, Tampa Bay Blues Festival, the Hype Park Village Art Fair, the Phil Fest, Movies Under the
Stars, Palm Harbor Arts and Crafts Festival, the Florida Brewers Guild Beerfest 2010, Monte Carlo Nights,
Jolli Mon's Pirate's Booty Birthday Bash and many many more. These neighboring festivals plan all year
for their event. 4th Friday must have as much excitement as these 1-off festivals because of the
undeveloped downtown region. With continued successful events and sustained growth, the
reputation of 4th Friday's quality entertainment will become recognized throughout the community.
THE MISSION
To foster a sense of community, pride, belonging and connectedness by
celebrating 4th Friday events in downtown Clearwater by creating magical,
remarkable, fun, and educational experiences.
VOLUNTEERS
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4'h Friday in Clearwater
The events will require a substantial personnel force to accomplish
many of the necessary components. Similar to the 4th Friday
Committee of the CDP, a panel of industry experts will be recruited to
serve on an advisory panel. They will be asked to provide their
expertise knowledge and allocate their industry resources in support
of the cause. In addition, The 4th Friday Events will look towards
creating a volunteer labor, usher, and guest relations staff. A reward
/ incentive plan that will compensate the volunteers in some
manner .... ie. gift certificates, raffle drawings, etc will be created. This
gesture will express the gratitude for the time, service, and hard work
provided by the volunteers. Multiple operational teams that can
manage set up and tear down of events will also be created.
Prepare operations manual so that procedures are written and
constant.
1 11 Building the Cleveland Street District
Item # 3
Attachment number 1
MARKETING PARTNERSHIPS
A successful marketing campaign will be instrumental towards the success of the 4th Friday Events. A new
event series requires many kinds of exposure through different forms of media. The substantial costs for
media purchases are prohibitive for the 4th Friday start up, and therefore, partnerships with the following
organizations must be created that will promote the 4th Friday events and brand.
1) Brighthouse Cable
2) St Petersburg Times
3) Tampa Bay Magazine
4) 5 Local Television Stations
5) Numerous Local Radio Stations and Groups
6) Numerous Local Town Publications
7) Ruth Eckerd Hall
8) Area Businesses (from restaurants, sports teams, companies, etc)
9) Direct Mail Houses
10) Outdoor Sign Companies (Clearchannel and CBS )
11) Smaller Community Groups and Organizations (grass roots marketing).
12) Technology Companies, Social Networking Sites and Corporate E-Mail Blasts
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4m Friday in Clearwater 12 Building the Cleveland Street District
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4TH FRIDAY EVENT PREVIEW
Themed spectacles will be created for each event to further develop the brand of 4th Friday
as an amazing experience for the entire family. Ten possible events are as follows:
1. Miracle on Cleveland Street. The initial trademark event, officially welcoming the
holiday season. Lighting of the tree, snow ramps for kids, a
Mnter mini festival of trees, a winter carnival atmosphere
Ua7[?xjjVaj complete with winter carnival queen. A winter parade led
by Santa and other costumed characters will entertain the
children along with other kid friendly activities, magic, a
mini outdoor skating rink, snowshoe races, skateboard competitions, ice carving
contests, holiday treats and more. Downtown Clearwater will be turned into a true
winter wonderland.
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Concerts: If you were at the Todd Rundgren 4th Friday event, you experienced a
magical evening downtown. Crowds danced, stood on chairs, and marveled at the
entertainment on the street. Two or three concerts a year by headline entertainers
will fill the streets with excitement and fun. The complete concert experience will be
in place with vendors and decor specific to the concert theme (Doo Wop, Country,
Classic Rock and Roll, Legends, etc)
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3. Spring Training Fun: As the Boys of Summer prepare for the season, the Phillies,
Yankees, Blue Jays, Pirates, Tigers, will all be invited to a new spring tradition in
Clearwater. Baseball will be the theme, filled with old timers, mascots, autographs,
clinics, demonstrations, Hot Dogs, Cold Beer, and Cracker Jacks will be the theme.
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4'h Friday in Clearwater
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Page 15 of 21
4
The Indy Car Challenge part 2..... Bigger and Better
5. Halloween Station Scare: Trick or Treat for the kids and adults. Costume contests,
haunted houses, scary creatures,
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6. Jazzin the Street: prep for Clearwaters Jazz Fest. Working in conjunction with the city
and the Jazz Festival Committee, 41h Friday will prepare the community for
Clearwater's pride and joy event.
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7. Film Night: Imagine the big screen downtown and the excitement of movie stars
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4'h Friday in Clearwater
14
Building the Cleveland Street District
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8. Clearwater Idol Night, a one night contest where the winner will get to perform as 7an
opening act in the Capital Theatre or Ruth Eckerd Hall.
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9. Theme nights: Woodstock, Disco, Celebrity Contests, and more all presented in full
glory with entertainment, decor, and fun activities.
10. Patriotic Festival: In honor of Americas' heroes
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This list is just a small sample of the giant fun that will take place in downtown in the near
future on Fourth Fridays. There are many more concepts not listed here that would be
totally unique and exciting. The main event will be supplemented with ancillary activities
and decorations to make each 41h Friday a very special event. With a pre-published
schedule of future events, there will be a natural interest in the variety, increased
exposure, and more community and civic support. If events are based on current
cultural activities, there will also be a much higher percentage of media involvement
and thus larger crowds.
4'h Friday in Clearwater Building the Cleveland Street District
Item # 3
Attachment number 1
FINANCES: REVENUE GENERATION
The first phase of establishing 4th Friday was to prove that signature downtown events would
draw a significant crowd to downtown Clearwater. That phase was proven by the CDP. The
second phase is to fund the signature events at a professionally managed level for an initial start
up period. During this phase, the 4th Friday management must create the conditions for the
organization to become self sustaining in the future. The final phase of operation is when 4th
Friday can support itself and calls upon the city of Clearwater for sponsorship participation only,
instead of the sole funding source.
The modes of revenue generation that will be solicited during the second phase of operation
include the following:
FINANCES: SPONSORSHIPS
Event sponsorship revenues will become the largest source of future income for the 4th Friday
organization. Sponsorship fees are based on a number of components: Event attendance,
frequency of events, popularity of events, media exposure, level of importance, and the
multiple modes of sponsorship exposure (such as print, broadcast, hospitality, promotions,
signage, etc) A sponsorship kit will be prepared to begin the solicitations for corporate support.
Since 4th Friday takes place on Cleveland Street, the inventory items part of the 4th Friday
Sponsorship kit will be on City property and thus 4th Friday will need the city's support in this area.
The 4th Friday sponsorship kit will be submitted to the City for approval.
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4th Friday in Clearwater 7 Building the Cleveland Street District
Item # 3
Attachment number 1
FINANCES: EXPENSES
The following budget has been created for each event
I NTE L CAN 1
EVENT LABOR Set Up / Tear Down / Clean Up
Security / Traffic / Vendors
Audio / Video / Technical
Design Fees (print, web)
Distribution of Materials
Runners, Stagehands, etc
Bartenders, Service Labor
Other Labor (based on event)
$2,500
SITE PREP Event/Site: Audio Video
Staging, Lights, Backline
Equipment Rental
Port O Lets
Chairs / Bleachers
Tables
Street Closure (barricades, etc)
vendor Set Up (tables, tents, etc)
Trash Cans and Bags
Dumpster
Tents (hospitality/ weather)
Site Decorations / Signs
Special Services
Miscellaneous (per event)
CROWD MGMT. Insurance
Radios
Security (police)
Fire Control
Biclycle Racks
Wrist Bands, Tickes, ID's
Media Check In
Other (per event)
250
PROGRAMMING Artist fees (primary, secondary)
Street Performers, entertainers
Catering
Transportation/ Air/ Hotel
Other Activities (per Event)
4'h Friday in Clearwater Building the Cleveland Street District
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FINANCES: EXPENSES CONTINUED
EXPENSE CATEGORY ITEM DESCRIPTION PER EVENT 10 EVENTS
MARKETING & PR
Print (program, flyers, posters, etc)
Other Marketing
Banners
Advertising (print, broadcast, etc)
T-shirts
Photography
Video and Production
Media Releases / Invitations
Promotions
Web Site Development
Gift Items/ Raffles
Other PR / Promotion
ADMINISTRATION OfficeRent
Office and Event Supplies
Sponsor Kits and Sales Materials
Branding and Identity Campaigns
Web Site Development/ Maintenance
Other/ Merch. etc
OTALS Signature Level Event $15,000 + $2500 Administratic
ner event
This budget is based upon a strategic plan that seeks to generate other sources of
revenue for the 4th Friday Series so that the City of Clearwater (CRA) is NOT solely
responsible for funding the events in the future. This plan is not only event
operations, but complete business operation.
FINANCIAL SUMMARY:
10 Events Annual at $15,000 per =
Business Start Up =
Annual Administration =
TOTAL YEAR ONE OPERATION =
4t Friday in Clearwater
$150,000
$ 25,000
$ 25,000
$200,000
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The 4trl Friday program has been in effect for over a year. It has been successful, and very demanding on
the 4trl Friday Committee. With the current game plan to increase its size, impact, and popularity,
additional management resources are required. The existing volunteer management has delivered
exceptional results for over 17 months. The newly requested additional "Signature Events" requires full time
support in order to create, market, and implement the event to the levels of excitement required for
success, as well as relieve the volunteer committee from the immense demands of time.
A long term plan must be created that details the upcoming 4trl Friday events. This will insure the optimal
results. Communication with and assistance from all involved groups is necessary to insure the maximum
exposure and benefits from 4trl Friday celebrations. The new "signature events" need to be presented to all
stakeholders to avoid conflict, prepare marketing materials in advance, recruit potential sponsors, and
generate excitement. Lack of signature events will result in poorly attended events and a drop off of
community support. The following are the key points"
0 The 4trl Friday Events have been successful, especially when big events have been scheduled:
0 BIG EVENTS = BIG CROWDS
A strategic plan incorporating all aspects of the organization reveals that the 4trl Friday events
can be financially self sustaining if all aspects of the plan are implemented.
Start up funds are required to continue the 4trl Friday events as well as implement the business
strategy to create a self sustaining organization.
0 4trl Friday and the City of Clearwater need to work closer than ever before to utilize joint
resources in building a successful signature event series.
For a series of remarkable signature events on Cleveland Street, the proposed start up budget will be
approximately $15,000 per event. These funds are for the success of the individual event. This does not
include a business start up fee that would include 4trl Friday office space, web site development, branding
campaigns, marketing materials for sponsorship solicitation, management fees, and other business start up
costs. The above expense budget is very tight and will require other sources of community support.
For example, a premier web site development will cost at least $ 10,000. Other start up costs will be at least
$15,000. This includes a professional branding campaign, small Cleveland Street office space, the
introduction of a merchandise line, downtown signs, a sponsorship solicitation kit, an operational manual
and other business start up fees.
Thus o full series of 10 4th Friday events combined with the start up business costs and monthly
administration fees would total $200,000 annually. Community donations and support may lower
these costs: i.e o tech company building the web site for free or of significant savings. The 4th
Friday Management Team is requesting o financial commitment from the Clearwater
Community Redevelopment Agency to properly seed the start up. The 4th Friday Management
team recognizes this is partial funding and will aggressively seek the remaining dollars in
sponsorships and other revenue sources to operate in this premier year. City contributions in the
future should be reduced by 50-75% os they transfer to on event sponsor rather than the source
of operation funds.
4m Friday in Clearwater Building the Cleveland Street District
Item # 3
Attachment number 1
Page 21 of 21
s e
r
i
r d hi
I') IS
i
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4'h Friday in Clearwater Building the Cleveland Street District
Item # 3
Attachment number 2
Page 1 of 4
' I the Downtown R d velop7nQnl Plan (the Plan) is to create
mmunit inlee vd! n and fun-for Clearwater residents and
WHEREAS, a goal of the Plan is to create "downtown as a rnerriorabia place to enjoyed by
residents and that spit li as can Clearw ter's waterfront loc-aiion, natural resources,
guilt environmeni ;'.n history."; 2nd
H? rP? 3, an Obi ive of thy.;
'vibes ?n M° programs within
d I J
f : ; i variety of visual and performing arts
4A r _ v--3F . (" r? A
673ire to continue, expand and improve the 4
r
1AVEREAS, The 4t ridelf __V
economic dot,onlurn
iri the CIevela?,d SU,,: t
c:,A.storner bnss e t ! k Ac_a-_-T ge n a,.-; is.. :i i4m (A-- Lei l
District duriri the current econorni d_ vrtt>rrrr; ) ?;p : '<jf„ • ?.l rj-? tial r Maurantlretail
cv, stomers and investors to the Cleveland Street Distract throuuh attendance at 4th Friday
?v_qiat ; and
T- U°G ?i i t,: m URMIORIM V E M73
Attachment number 2
Page 2 of 4
2011 :t . The finan-7r l , :port is, to set forth the total cost of operations provided,
and , - oun ,-.r - '- fr ? ' in part by the CRA.
F-,i s. "can of Funds Received. Downtown Events shall deposit the CPA
grc.nt in a dedicated, segregated account to be used for 0 Friday events only.
Funds c ,Av by Downtow. n Events from the CRA shall be used towards the payment
of attendant to 0 Friday events only.
4) her Funding. Do town Events agrees to ursus L, "finding in the amount of
$50,000 and private su? ° 11 the arriount of $125,W i . partially fund the 4'h Friday
events delinr-!-!"d in Alibit A.
a) ration of ? Downtown Events shall create, mainin and rake
paccessible to a .r<:=ri;-;. CRA repre"ntatives such from eqAr -rapt z......urfing
records, boc*-, a rd J,- ?[ , I ? oei ;3r a to
reflect fully t
available and . l A personnel, ano -;hc.J be r-ade avahbie in ri with t;ha per ttg,
Florida Statutes ( ul-, :-# Rc. r. tad oti per a
) Use of e orza Downtown Events shall prodv - kauch reports and analyses
that may required by the C to docui ---w the proper and prudent
stewardship and use of the monies received tI iii agreement.
c) Maintenance of Records. All records treat -d twehy are to be retain and
maintain for a period not less than five () years from the close of the
-ppl?c-able fiscal yc.:r.
ot]-d °ther T- A : „,..'- of this agreement, the
Downtown F're, L aor" rtt; ?e , ag-,nt: and rc;;tresentatives, 1,1..i part of the c onsiideraflon for
this agreement do covenant and agree that:
a) No Exclusion o Use. No p-: ?; shall be excluded from participation in,
denied the benefits of, or m _ I -a subjected to discrimination in the
operation of this program on the gi-)unds of race, color, religion, sex, handicap,
agie or national origin,
c) Breach of ore l alrr ?ru LBapn Covenants. In the event of conclusive evidence
Attachment number 2
Page 3 of 4
C , ks g oers, q?ents, and employees from n p9 'rt any and all claims loss,
liabili"",r and dam :r _'s of whatever nature, to per-ions and property, including, w.
l r itir m i " the foregoing, death and loss of the use of any
props ly, ex ,tsing from the. n ligenc : rf she C or Cm's agarA5 or
emplcyc c,s.. This Ir iciv(ivs, but is not IiWed to, r a'Kers erring out of or claimed to have
be-en --'OuE-ed by or in any manner reizrl ? to Downtown Events activitles or thosa Q` any
apprt -;:,1 or unapproved invitee, contractor, s€Ib rftractor, or other person appyvqed,
aurhv r zed, or permitted by Downtown Events whether or not based on neglipc'.-Ioe.
Nothing IWein shall be construed a:a consent by the C to be sued by third pardes, or
as a ,ia?fer° or modification of the p,roVslons or limits of Section 768.28, Florida tatLAes
or thz? DocWne- of ovq?re gn lrrmu0y.
8) c Downtown Events shall comply with all app. ?!..
state, ccunr:-;' and local laws, rules and regulations. If it is ever determined that this
Agreement violates any federal, gtwe, county or local laws, rules or regulatior
r. _ rI
Downtown Evcrits hall comply in a timoly manner or C may tarrnirlate.
ARTICLE 1111. ES ,il lLITIIlL 1 `.f`
1) GKPPOM The C rocs to a one-thole graft in the arnaui wt see' $75,000 to D .tell; r E nt
to partially fund the costs incurred in providing the ac ivilies authorized by this agraernant as
provided in Ejdl Ub A here.
ARTICLE I. DISCLA.-
ea?d eTIE
This Agri rn t constitutes the entire Agrearnent of the parties on the subject here and may
not tiqrlemoth ed or discharged except by written Amendment drily exr ud b both
parties. %,, r ;prey *nte'! ins or warranties by either party shell be binding unless expressed
herein or in e 6-1-r -x cur d Amendment hereof.
A R "T [_ - V. J h
1) For P--! , P ilure to adhere to any of the provisivr 6 of this Agreement in material rer;) t
shell M nose for termination. Either party may terminate this Agreement for cause
by giving ii is other party thirty (30) days notice terminat on. If the default is net cure4l
within the thirty (30) day period following receipt of notice, this Agreement shall terminate can
the tlli,e-;;rz°' (31 e,i) day.
2) i - a ._ ffull A ie ® In the event termination for any reason, monies pr od -ad to
Dowrito-A!n Events ty G but not expend in accordance with this Agreernerrrt 4'.ha l be
returned to the C within 0 days of demand.
TICS VI. TIC
1) if v"' _.?ater Downtown Events, Inc. addressed to,
3
Item # 3
Attachment number 2
Page 4 of 4
2] If to CRAB, addressed to:
William Sturtevant
president
Clearwater Downtown Events, Inc.
P, 0.. Box 472
Clearwater, Florida 33757
The ective date of this Agreement shell be as of the crate written below.
I IT NE s !F, the parties hereto have I- ;,` ii ,Jr hands erg seals thl - day of
-, 0%
Countersigned:
Frank 11_ Hibbard
Chairman
Approved a to fo :
P rnM /-1,,X0 n
City Att amey
Community Redevelopment Agency
Red inhin
Executive Director
Attest:
Cynthia E. Coudeau
City Clerk
4TC EVENTS, INC.
Item # 3
Meeting Date:7/13/2010
Community Redevelopment
0 Agency Agenda
Council Chambers - City
Hall
SUBJECT / RECOMMENDATION:
Approve contract between the CRA and Blenderbox, Inc., Brooklyn, New York, in the amount of $75,000, plus 10% contingency,
for a total project approval of $82,500 for design, content development, copy writing and staff training services in conjunction with
the development of a Cleveland Street District Marketing and Informational Website, and authorize the appropriate officials to
execute the contract for same.
SUMMARY:
The Request for Proposals (RFP 10-10) for development of the web site for the Cleveland Street District in downtown Clearwater
was formally released by the Clearwater Community Redevelopment Agency (CRA) on March 12, 2010, with a submittal deadline
of April 12, 2010.
The new website will support the overall strategy for downtown revitalization, which is to create a destination. The objectives for
developing a website focused on the Cleveland Street District include: 1) to continue to build brand identity, awareness and interest
in the Cleveland Street District; 2) provide a user-friendly tool for persons to access information on retail, commercial, restaurant,
event and parking in the District.
The website marketing strategy will be fully developed during the discovery phase of this engagement, but will inevitably feature
heavy marketing to local and regional markets through multiple media sources; "cross pollination" of the web address on partner
media vehicles(i.e. REH web site, Jazz holiday promotions); and, perhaps most importantly, inclusion of the website connectivity in
tourist marketing efforts to expose the District and the resources/events to visitors to the County and our beaches. The
tracking/analytics feature of the site will allow for continuous monitoring and adjustment of site marketing.
Specifically, the RFP calls for the development of a stand-alone site that is dynamic, extremely easy to navigate, visually pleasing,
safe and secure, quick to load and operate, interactive and informational for the citizens of and visitors to the Cleveland Street
District in downtown Clearwater, as well as property and business (current and potential) owners.
In addition, the "stand alone" nature of the website is intended to allow the CRA maximum entrepreneurial opportunity for
marketing and event promotion, joint ventures with District businesses and stakeholder groups (i.e. video promotion of 4th Friday
events); marketing promotion of joint-venture projects in the District(i.e.Water's Edge), as well as e-commerce opportunities in the
future .
Enhanced capabilities and features will include:
1) Multimedia content accommodation (i.e. MP3 or Flash) with imbedded capability to upload audio/video for display;
2) E-mail newsletter functionality to accommodate tools such as Constant Contact for group messaging and marketing ;
3) Site optimization for mobile phone compatibility
4) Easy to use calendar feature for events posting;
5) Trackin /g anal.. t? ics feature for marketing and quality control:
6) Interactive maps for directions and business, parking and event location;
7) Intuitive, easy-to-use content management system(CMS) to allow CRA non-technical staff to manage, edit and update site;
8) Easily retrievable Cleveland Street District Business Directory. Cover Memo
Item # 4
Future site enhancements anticipate a "self update" capability whereby businesses, restaurants and community calendar users will
be able to input and modify their site information directly, subject only to "gatekeeper" review by the Downtown Manager or other
appropriate CRA staff.
The RFP was advertised on the City's website, in local newspapers and through electronic mailing to select marketing and public
relation firms. Twenty-one (21) firms from across the nation submitted proposals in response to the RFP.
On May 4, 2010, the selection committee met to evaluate the written proposals and identify finalists who most closely met the
objectives of the CRA for Website Development for the Cleveland Street District as delineated in the RFP.
The Interview/Selection Committee consisted of: Rod Irwin, CRA Executive Director; Dan Mayer, Information Technology
Director; Courtney Orr, Downtown Manager; Stu Sjouwerman, President, Sunbelt Software.
The Selection Committee identified six proposals that appeared to best meet the selection criteria based upon a rating formula in the
RFP. The selection criteria used was as follows:
Expertise in website design (30%)
Qualifications of firm and key personnel (20%)
Previous performance and experience with similar projects/references (20%)
Technical approach to project (20%)
Cost quoted (10%)
The top six firms were invited to make formal, detailed, in-person presentations to the selection committee on May 18 and 19. The
six short-listed firms were:
Artemis Solutions Group; East Lansing, MI
Bayshore Solutions; Tampa, FL
Blenderbox, Brooklyn, NY
Chappel Roberts; Tampa, FL
FSC Marketing Communications; Pittsburgh, PA
Neiger Design Inc.; Evanston, IL
Subsequent to the interviews, and after further due diligence and clarification, the selection committee recommended t the web site
development team of Blender box , Inc., of Brooklyn, New York as the preferred firm for developing a website for the Cleveland
Street District, subject to successful negotiation of contract terms.
The major determinants of the decision were:
1) Expertise in website design, particularly experience with sites created for downtown retail and entertainment districts;
2) Qualifications of the firm and key personnel assigned to the Cleveland Street District website development project;
3) Technical approach to project most compatible with CRA objectives for the project;
4) Effective marketing approach for the new website; and
5) Thorough understanding of the scope of work and needs for the Cleveland Street District in downtown Clearwater.
Funds for this contract are provided in the Retail Attraction/Assistance Project Account 94852, which includes a $100,000 item for
this project.
Appropration Code
388-94852
Amount Appropriation Comment
$100,000
Review Approval: 1) Office of Management and Budget 2) Legal 3) Clerk 4) Assistant City Manager 5) Clerk 6) City Manager 7) Clerk
Cover Memo
Item # 4
Attachment number 1
Page 1 of 25
Item # 4
?
con'--.
firm overview ...................................................................... .............................:3
our team ............................................................................. ............................. 4
org chart ............................................................................. ............................. 6
relevant experience past performance........ ............. ............................. 7
/ our work .................................................... ............. ............................. 6
our approach ...................................................................... ........................... 1:3
understanding your goals .................................................. ........................... 16
our plan .............................................................................. ........................... 16
contact information ............................................................ ........................... 25
Item # 4
MYCLEARWATER.t M DE I & DEVELOPMENT
firm
Elender"wx is a full-service (Brooklyn-based) interactive agency. We are a
group of ` lented user experience architects, innovative designers, and
high J technolr_ is who help our clients succeed through strategic
t , .. novativ® r ,.I nd technological expertise.
Bier ,-'-,-box was foun--- in 1999 h%/ - :,,r-qh McLoughlin and J- in Jeffries,
each of whom has an extensive k _i( )u 7d with interactive C d
technology. Their unique blend of d _ . =)nd technology experi is the
driving force b 7d Elenderbox's a Ay to provide top quality solutions.
Our f'irm's act rooted in provi ' it customer service. We
have been in ti- L of proe'_ w .) di , i nd development since
our inception ten yea go. Before th it, Jason J ffi es was a lead developer
with Razorfish and Sarah McLoughlin was an t ' )r for Firstborn
Multimedia working with clients such as Calvin ,., L`.)real and Estee
Lauder.
"Thank you very much for your outstanding
efforts on behalf of the Clinton Foundation...t
applaud the steadfast dedication, creativity, and
professionalism with which Blenderbox
completed these projects."
Bill Clinton
ciintonfoundation.org
Our services include strategy, high-quality ..ite. r"a( c . and branding,
information architecture, custom web a')p!l `ion i i development,
interactive media design, flash design = ' ' pp )n development, as
well as consulting, web strategy and maini )nce re `i )nships. Other
services include ecommerce, CMS, CRM, ERF and eLearning application
development as well as managed hosting and support agreements.
Our i m is ready to engage wi CRA order to leverage our
I ..r iding of web technc ._ _ ay end interface design towards
your rE design goals.
Item # 4
MYCLEARWATERX M DE I & DEVELOPMENT
ir -M
s it team is your team. We've built this outfit carefull, , f i ? our
i )c ' ites are the source of our collective k y to innov ' ?, produce, and
F ?er results that resonate. Each of o r ( developers, architects,
and managers are full-time, forward-thinKing, pioneering, and exacting-
strategists and masters of their trade.
We are not looking to simply hand-off deliv - > your creative agency,
but rather build an evolving relationship as your 7teractive partner to support
what we develop for you.
i ' - ffri technology director, founder
Item # 4
MYCLEARWATERX M DE I & DEVELOPMENT
Communications from the National College of Art and Design, Dublin,
Ireland.
Blatt Raw senior information architect
Caleb Brown senior recf ' . '
Caleb Drawn studied computer c.._ineering and computer science at the
University of Texas at Austin and began working with Internet technologies in
the tall of 1999 v 7 focus on Macrom I '7. Caleb is a seasoned
developer r°p- ' ' w :w front-end tecr` "HTMIL, C SS, DHTML and
cross-brow _ar / c. _ -pAtrorm compat _. He has emerged as a
leader in Flash te( nologies and an activ tic pant in the flash developer
community. He joined Dlenderbox in th f < 03, and has worked on
prc _r Time Out New `fork, L'Or& for Downtown New `fork
G_d ® )?IStein Properties.
Anna L_ mor project manager
Item # 4
of
-
MYCLEARWATERX M DE I & DEVELOPMENT
i `Blenderbox is a full-s-vice interact;v^ ,icy comprised of the founders
(director of IT and crE ''ve director), pr ' managers, information
architects, creative C ' s, and prod, _ rimers.
We are twenty+ full-time employees based in Williamsburg, Brooklyn in an
8,000 sq. ft. loft space.
/ organizational chart
Item # 4
r;lr,r.,lur,,:ul uur,L,:r
MYCLEARVATERX M DE I & DEVELOPMENT
We have a wealth of experience with business improvement districts,
gov, i...,nent and non-profit websites. We've done work for the military
( 1C the U.S. Coast ward), the government (The USO), and agencies
i ` v.ith New `fork City such as The Downtown Brooklyn Partnership,
c_ s of Downtown New `fork and the Brooklyn Bridge Park Development
Cooperation.
We have a VENDER number with New Yo-', ":1y
We are registered as a Women-owned -_. B..terprise ( ) with
certification from both the City of New Yorl id Port Authority of New `fork
and New Jersey.
We have more than $1 million per occurrence and $2 million in the agc e
of Commercial General Liability insurance and will not have a problem
adding CRA as an additional named insured. We can also provide evidence
of Workers Compensation/Employers' Disability insurance.
The following work samples reflect our diverse work across a variety of
industries. Each exemplifies our clean and intuitive user interface designs.
While not int ' ided bE _,w, we have adc.... it eated corresponding e-
commu:.:f- cc --' or many of r r in the form of template
driven r.-vv .i_.-s, e- i_ site banne.°W, . . w:Jgets; each of which
matched tl" redesigr ' online identity of o1 - clients new website.
To viers our full portfolio p(e? , - : r rt: www,bienderbox.com
Item # 4
MYCLEARWATERX M DE I & DEVELOPMENT
/cry .
i
M-N STREET
043
Item # 4
MYCLEARWATERX M DE I & DEVELOPMENT
iL
Item # 4
L, r 21,
MYCLEARWATERX M DE I & DEVELOPMENT
D(-..,. :. Alliance / completed w/retainer c-.. w..:iny, corn
/ 00 - x nt
2007 W3 Award Winner
The F Y!,itown All; ,r committed to m 7g Lower Manhatt a premier
( i ?n for bu: . ?s, resident- d _.r ice 20C 3, c' -box
I , provided the te&...c.ogy and (' -- 's onlins ...itiatives,
i(_ ig its website, content m i it _ ,s'-. t active map, events
c; )r, e-mail newsletters ?,, d of .. a , d-. tu, -.,t system for its maps
t d sides.
A - L4 it
1 I?
Item # 4
j =
MYCLEARWATERX M DE I & DEVELOPMENT
/ pen pace Alliance / , tmpl ted
o nb.org / 00 / ,6ic.. 'i-line
The Open spa,- A!!?ance website i,, -, , .-'lent example of - - design
that can bE . 3d in a very tight bu(.. C 3spite the sme b1 t . :)r this
newly termed nc.i-profit, the web includes a clean and : iple-to-use
VVYIVVIO administrative toc::: jws an administrator to control all
content across the site incluL,;,i,, events calendar.
(see bottom screenshot)
C Ir,
r
Stephanie Thayer (Executive Director)
Path:
Item # 4
MYCLEARVATERX M DE I & DEVELOPMENT
/ Clinton Presidential ' , w / completed
lintonpr id nti l nt -.cr
2008 IMA Best-in-Class Award
The William J. Clinton Presidenl?-' " +- -Q. Park attracts hundreds of
thousands of visitors each year. p . 2J04, the Center is home to the
VV...iam J. Clinton Presidential Libra y - id Museum, the University of
,' <-as Clinton School of Public Service, and the Little Rock offices of the
i ton Foundation.
r J_ -box designed and gplemented an integrated solution, complete with
cite of content ma .a- t tools to provide a new level of access to the
Presidential Center's aux. .c,-. The new site provides admissions, exhibit
and event information for itors, and educates the public at large about the
Clinton Presidency and the Center itself.
,j
Item # 4
L" „f '_
MYCLEARWATERX M DE I & DEVELOPMENT
how w aim to meet your goals and objectives
We have outlined our approach below, followed by the scope and
requirements that will guide our plan for a successful r- d _ .
Our methodology is straight-forward.
/ Listen / Think / Create / Deliver
Listen refers to our information gathering pro( where we essentially
listen to you. We will dedicate an appropriate gount of time in order to
what is unique about your objectives, listen to y( it team, and me t
importantly familiarize ourselves with your i ' and thE' g ''Ve wiii
fully immerse our entire team in this el=fort, u? ,L „ tagral to a -3ful
outcome.
Think corresponds to our internal process of brainstorming, peer analysis,
content organization, and planning that we will present back to you, which
will ultimately result in a high quality interface and recommended back-end
solution for the new district website. You can trust that we will do our
hom i ork looking at the websites of competitors and community
r_ vi' . _)n projects n order to glean industry standards and best practices.
r refers, of course, to the creative process, where our designers will
manifest their talent in the form of original and innovative interface visuals
applied to custom or "customized" tools and web-based solutions.
E" 1-r corresponds to the execution of our work. Our expert developers
F v( . bug-tree, standards compliant, best-of-breed front-end and back-end
itions, i. t€ grating a content management system and any additional third
party app..'.- , _.-, ; where appropriate.
Item # 4
,f
MYCLEARVATERX M DE I & DEVELOPMENT
/ Cr 'tiv -oath
It's fair to say that our approach to the creative process varies k., t = rd
project. We do our homework-competitive audits, brand exploraLion, uucr
research-and subsequently derive the most appropriate look-and-f€ ?l for
the project at hand.
P ,iii our diverse portfolio, which spans multiple industries an 'n(
.', urge and small, you'll notice consistent use of balanced . '
typography, and intuitive user interface.
? Vhether the message is marketing, educational, or informational, we strongly
I nv,- that "less is more" and, across the board, our work demonstrates
t- -t
It important to mention that our pros( i Jghly collaborative and multi-
y. We do not to v ."'7 the creative pros
R_ a group work in(' c' _ ti, ":,Jr on rounds of civ with
ov. -the-shoulder "cr' p ice, tr, role in the process.
We strc u y believe c ' 7 and tec' o ,uy are not mutually exclusive and
prid- o? ° "v-s on the ,_iuL that our c' ' _- understand technology and our
devc:_? h_.ve an eym for clec... b .:_....
User c_ _ ' _ d design
Our user e 3 rience team excels in usability testing, development of
personas and stakeholder and user interviewing techniques. With degrees in
Human-Computer Interaction (I-ICI), our team's user-centered deli
approach is core to our pro, -.. all web design initiatives reg__C' of
size.
We believe in involving users throughout the proc > for projects of any size,
whether it requires large-scale focus groups or qL P "guerilla" usability
testing with peers. We do not design in a vacuum id we strive to involve
users early and throughout the entire web development process. This may
manifest as quick interviews with your team or perhaps a feedback
mechanism built-into your eventuw lution.
For C SA, we'd be curious to explore _iy ways that users can, not only be
informed, but included in the process of both outreach and planning.
This may be a mple as a web surv y or allowir users to tag Flickr photos
of themsely-- i" district. I-low-v it '-> ma-'f- we'll be mindful of the
budget and ice, _ '' to ensure a fE nd E _ _ solution.
Item # 4
MYCLEARWATERX M DE I & DEVELOPMENT
/ project management
As veterans in the industry, we know that technical and design skills are not
the only requirements. We seek to be your trusted interactive partner
beyond this initial website redesign and acknowledge that as client and
vendor we will be establishing a relationship.
The secret to a successful relationship (and hence a successful project) is
commi nication, and we must excel at communication in order to deliver
acf
Throughout the project, we will keep you in the loop with fr- nt, diligent
and thorough communications, both online and ol=d. We p I"' h
importance on collaboration and are eager to leverac t' , power of our
collective brain trust with in-person and remote m- i , -specially during
the critical planning phase.
You can expect status calls, video conferencing and in-person meetings for
I presentations and deliverables to your team and stakeholders from your
bred project manager, who will serve as your primary point of contact
i bu responsible for day-to-day correspondence.
Item # 4
'_
MYCLEARWATERX M DE I & DEVELOPMENT
ui-, u ?' your
4
`.+/e have carefully re-d your requeF t for propc --vigated through your
€ J site, a d . °r. d about the " , pr. " -t hand.
We have prepared the following objective "guidelines" that reflect our current
understanding of your project.
c --- .. _.. " I „ - I -;ning
It seems Li us, that all. _v? --riding elPm t of this website must be centered
around the profound ;. ° that ht )p _ ..7 the Cleveland Street District.
This develop:-.i- _t ®ffort is doing to enrich real estate, outdoor social life
(Cate oci( ??;, well as tourism, hotel frequency, community arts,
programs, ..i( tives, parking, events, etc.
The we'd ..' r€ Id e on the public ant - 7 of what is to come. It
should L _ c or,_ ,ed and inform of both prc. and current offerings
on CIevela i ' Street.
-, `c, progress timeline
The new webv'" _ is witnE to the evolution of the district and although there
isn't _ c ' t' e j€ ' (ed with the growth anticipated, the site should
educ_to us-.. , _it L; pk,JA ss.
Mstones and information, whether visual, multimedia, or text should be
, tied to the timeline of progress.
I -clay it is presented in a linear and buried fashion with expandable and
collapsible news items that are pre: ted out-of-cont€ We envision a
much more visual approach tha: \A --trate the _v? _ offerings that users
can expect from the site and distil _t.
Item # 4
MYCLEARWATERX M DE I & DEVELOPMENT
rnappin
/ transition
One of the biggest c ' u ;s will be to build s( ition that can
adapt to a project ?i o'. constant transition. vJe I ve A of experience
with this from our wor' for the Downtown Brookly F i iip, the World
Trade Center and the Brooklyn Bridge Bark Development Cooperation
websites (all three representing areas of development and great change) and
are confident we will meet this challenge handily.
Item # 4
,1 21,
MYCLEARWATERX M DE I & DEVELOPMENT
our p14 IN
From our perspective, you require the following services:
discovery site planning
information architecture content strategy
visual design graphics production
development
front-end and a content management solution
quality assurance
migration, deployment hosting recommendation
Item # 4
MYCLEARWATERX M DE I & DEVELOPMENT
/ discovery
At the onset of this initiative, we will prepare and review a pr-i-(-t p1-1 and
schedule with your team to ensure a shared understanding of 7 ii, lestone
and deliverable. Collaborating with your team, we will continual ,, manage,
monitor, and communicate the progress of this initiative.
deliverables
kickoff meeting -To kickoff the project we will arrange an immersive
"information gatherir " session to orient our team with members
from your team. The -Pnda will include introductions, definition of
roles and respor ' nd identification of points of contact.
project plan - Once mutually agreed upon we will
deliver a project plan developed in Micro )ft Pro' Wt ' „oJng
specific milestones, timelines, depenc' verables for
execution of the project requirements.
content inventory and audit - We will prepare a thorough inventory
and report of existing content and content-types with indications of
what will be re-purposed or omitted from the new site, what needs to
be created and who will create new content. This will guide the
development of t contcnt strategy and content migration plan.
functional I is i - We will flesh out the requireME .` and
develop a specifl- `._in recommendations that articulat c d
functionality and technical solutions that support that function mty.
technical -,it tur - A document summarizing the target
technc. _: p itforms, and other technical requirements or
constraint ; for the website and corresponding content management
system.
f ra t Id r Int rvl w- A c:jc i t summarizing
the 4...c . 1eS platforms, and oth ° to 1..c ,E airements
or ,. o, -, th _? website and correspL AL.... 1 CC_ t
me i t system.
Item # 4
MYCLEARVATERX M DE I & DEVELOPMENT
/ information architecture
Witt.:. _ t .)ined from our discovery process, our information architects will
sketch out t ? structure for key areas of the site..
Specific emphasis will be placed on navigation, a d organization of
construction and site activity updates, an ever. ( .c )r, multimedia
content, interactive map and email communicatior n order to develop a
proposed sitemap followed by a growing deck of vv„aframes.
Our user-e )i e experts will create wireframes that correspond to each
unique page tE nplate; beginning with the homepage am illing down into
each of the core erections of the site. Throughout this pry our team will
focus on an intuitive and interactive interface that en__ _i(h audience.
deliverables
it map - One of the preliminary del /? - will be a proposed
sitemap for the new website with emphaE placed on well thought
out content organization as it pertains to an interactive map,
construction updates and calendar of events.
it fr me - Much like a schematic or blueprint for construction,
we will develop ) black-anc'-v )ite diagram of key pages and
interfat v 'I i I :)tatior _ ''aing the user-experience. Once
the,e ? cor, a - of over, _-10itecture" of the site, we move into
the i pl
Cc_ YI; - C -box and ORA will work in tandem to dE d _ op
a cant(-..t p! d the content itself. Through our discovery pl_ -
we wil. by ti'w.v to Lantify the amount of content that is goinIV t-
developed and will then allocate the work accordingly. Howev€ the
copywriting can be completed within the outlined budget.
Item # 4
III number 1
„"f -
a
r%
Item # 4
MYCLEARVATERX M DE I & DEVELOPMENT
/ vc'
The development of the site will include front-end c' ' id integrated
back-end tools comprised of a customized open-sour(, Content
Management System (CMS) or a customized backen? tool called polywog
developed internally by Blenderbox depending on what solution will best suit
the needs of the site.
Over the years, we have implemented many custom and third-party CMS
tools in a variety of languages and platforms, each custom-integrated on a
project-by-project basis in order to deliver the most appropriate solution for
each client.
You 7 expect a system that is easy-to-use for non-technical personnel and
J or the exact workflow that we mutually define for CRA. We'll
artic to the CMS requirements based upon what content needs to be
updated, how frequently and by whom in order to tailor a solution that works
for your team.
The system will offer VVYBIVV` G editing, preview capabilities, rollback and
versioning, photo galleries, document L p.jad, permissions, notifications, RBB
management, email opt-in/opt-out c p and audio/video integration,
among many other features and cape 3.
Our coding practices are best-of-breed, with VV:3C standards compliant code,
SEO optimization, cross-platform/cross-browser CBS, and ADA 508
compliant approaches executed as standard operating procedure.
front-end coding - Full front-end source code i e ' ' g xhtml,
html, dhtml, javascript, and CBS will complement our l design
deliverables.
back-end d meat - Implementation of an open-source CMS
solution to m the site's content and will be compatible with
Microsoft -', NET and will not require plug-ins as a default.
coats it i - At the outset of the project, we wil c o to
with yourtE m to ueate a content migration plan, then uoor Idle
content ei try -ing the development phase.
c - +/e will integrate an easy-to-update calendar of events
that w be featured prominent". `hroughout the site. The calendar
will be archable and sort-abl ( ;ee the calendars we have
developed on The Downtov and Downtown Brooklyn
Partnership Websites).
Item # 4
MYCLEARVATERX M DE I & DEVELOPMENT
. .i..analyflcs - We are experts in a .m L alytics and
rect. nmend it as the tool used for tracking and reporting on referring
pages including email newsletters, downloaded reports, embedded
media, and integration of tools. Our ability to custom configure Google
Analytics will provide deep analysis and insight into how your users
experience your site.
- - ?(,h will serve as key navigation point for visitors
)v - :)r_ to search for events, notices, announcements, and
rer r ont(-..t across the entire site.
multi r__ ), c_ -itof - T..a d d administrative tools will
accommodat i(.::_(.:.. . MP 3 or Flash FLV format with a
customi,ed p _- t, ' b- embedded in the website. The admin
tools v... ?w ipload of idio(video assets.
Interactive map - We will d ustom map of the park with
various layers th r,qn be turr, _i )r off (e.g. planting scheme,
public transp(_.-t-' i, upcoming, vents). This map will likely use flash
and or an int(°U c' )ogle M-os base-map in a manner similar to
Prospect Par )' We... p to provide tools that will make this
map easy to update G? the pug _vu,ves.
_ Instruction -Our project management t& n will guide
the p..mary point of contact on your team through th t and
use of the new OM tools at the end of the project.
hand-off - At the end of the project we will turn over c PDs,
FLAB, and all source code, which will then be owned by ORA.
/ quality assurance
Our quality assurance team will assist with vetting the solution using our
defect-tracking platform to test the site for compatibility, functionality,
usability, and editorial accuracy.
Item # 4
1.1 „(
MYCLEARWATERX M DE I & DEVELOPMENT
We will develop test plans and incorporate testing into our overall
development strategy leading towards a stable build/release cycle and an
eventual public launch of the new website.
We r-- tee our coding to be detect -v-l ? jg tree. Our designs, coding,
and ' up , tation will be thoroug z 3d and tested prior to the site's
public I? i ch.
/ hosting
The solution we develop can be hosted with any reputable IP or you can
choose to host it with us under a separate agreement through our cloud-
based solutions provided by Amazon Web Services or I ? lost. Hosting
with us will allow you to have one point of contact for C _ v( _ _)pment,
maintenance, and support and hosting within a cloud wil ow for further
scalability.
Your team will be able to rest easy knowing that it there is an issue, you do
not need to concern yourselves with whether it is software or a hardware
failure - you have one number to call.
/ maintenance staff
Our goal will be to develop a self-mains-?- ?olution. We cite the
Downtown Brooklyn Partnership as an it 3xample of a highly scalable
solution that has been virtually self-mainta Die and updateable with non-
technical staff for years.
Instead of paying us to maintain your site, we'd rather you come back to us
with new and exciting features you'd like to add to the site.
We'll always make ourselve. -v for additional post-launch
enhancements and can either wo,< ourly, under a monthly retainer or with
fixed tee quotes.
Item # 4
MYCLEARWATERX M DE I & DEVELOPMENT
co r i information
1 01 blenderbox, inc.
26 dobbin street ::3r`' floor
brooklyn, ny 11222
t: 7" (414594
f:7" T 3.7804
e: jf' -man@blenderbox.com
For more information about blenderbox, please visit our website at
blenderbox.com.
Item # 4
Attachment number 2
Page 1 of 8
Master Services Agreement
This Master Services Agreement ("Agreement") is made and entered into as of July 14, 2010,
(the "Effective Date") by and between Community Redevelopment Agency of the City of
Clearwater located at P.O. Box 4748, Clearwater, Florida (hereinafter "CLIENT"), and
Blenderbox, Inc., having a primary place of business at 26 Dobbin Street, 3"d Floor, Brooklyn,
NY 11222 (hereinafter "VENDOR").
Background
VENDOR is in the business of providing certain information technology services, including
but not limited to creative design, web application development, information architecture,
production graphics, development services, technical specification, documentation and
quality assurance to companies as an independent contractor; and CLIENT desires to retain
VENDOR to provide such services in accordance with and subject to the terms hereof.
NOW THEREFORE, the parties agree as follows:
Article 1 Services Provided
1.1 Statement of Work Orders
All work performed by VENDOR shall be documented in a Statement of Work
Order signed by authorized representatives of both parties and incorporated
herein and attached hereto as Exhibit A. Each Statement of Work order shall set
forth, as applicable, the work to be done, the milestones for deliverables
pertaining to the work, the location of the work, the resources to be provided by
CLIENT and VENDOR, respectively, and the fees for the work to be performed.
VENDOR and CLIENT each shall have the right to accept or decline any
proposed Statement of Work order. In the event of any conflict between a
Statement of Work order and the terms of this Agreement, the Statement of Work
order shall control.
1.2 Services
VENDOR shall perform all work necessary for the particular Statement of Work
order including any and all technical writing, analysis and design and quality
assurance services to be provided by VENDOR for CLIENT toward the
implementation, modification, or maintenance of web-related content,
applications, software, and databases under the constraints and strictures defined
by the pertinent Statement of Work orders.
1.3 Method of Performing Services
VENDOR shall determine the method, details, staffing, and means of performing
the work to be carried out for CLIENT. Notwithstanding the above, CLIENT
shall be entitled to exercise a broad general power of supervision and control
over the results of work performed by VENDOR to ensure satisfactory
performance including the right to inspect, stop work, make suggestions or
recommendations as to the details of the work, and request modifications to the
scope of the Statement of Work orders which shall be agreed to by the parties.
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Item # 4
Attachment number 2
Page 2 of 8
Article 2 Compensation, Acceptance, Product Warranty and Destructive Elements
2.1 Rates
The current schedule of fees for work performed by VENDOR shall be set forth
as part of each Statement of Work order.
2.2 Estimates
Estimates of total fees for projects may be provided in a Statement of Work, but
VENDOR does not guarantee such estimates unless explicitly guaranteed in the
Statement of Work order.
2.3 Invoices
VENDOR shall submit invoices to CLIENT as defined in the appropriate
Statement of Work order. Each invoice will provide a breakdown and
distribution of charges by name of individual consultant and expense items. All
undisputed fees shall remain due and owing.
2.4 Date for Payment of Compensation
CLIENT shall pay each undisputed invoice as provided in the Florida Prompt
Payment Act, F. S.218.70(2009).
2.5 Acceptance of Final Product
Within sixty (60) days following delivery, completion, and demonstration of the
last project milestone described in the appropriate Statement of Work order,
CLIENT shall deliver to VENDOR a signed letter, or e-mail notification, either
accepting or rejecting the completion of the Project. If completion of the Project
is accepted, VENDOR shall deliver the final invoice to CLIENT. If completion
of the Project is rejected, the letter shall detail all reasons for the rejection and the
specific actions required to remedy the same. VENDOR shall take these actions
and re-deliver the materials comprising the Project and demonstrate its
functionality against the Project's specifications, and CLIENT shall once again
follow the procedures in this Section 2.5. CLIENT shall not reject the
completion of the Project on a second or subsequent occasion if the materials
delivered by VENDOR comply with the required remedies in all material
respects.
2.6 Product Warranty
VENDOR hereby warrants that for a period of ninety days (90) days after final
acceptance of the project ("Warranty Period") described in a Statement of Work
order ("Order"), the work performed under such Order shall be free of defects in
programming and operation and shall function in material respects in accordance
with the specifications set forth in the Order. In the event that the work
performed under the Order fails to perform in accordance with this warranty,
CLIENT shall inform VENDOR of such fact and VENDOR shall provide such
programming, design, and installation services as may be necessary to correct
such errors without any additional charges to CLIENT.
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Item # 4
Attachment number 2
Page 3 of 8
2.7 No Destructive Elements
"Destructive Elements" means all acts, omissions, computer instructions or code
intentionally designed by VENDOR to disrupt, disable, alter, damage, interfere,
harm, or otherwise access, remove or impede in any manner (including
aesthetical disruptions or distortions) any of CLIENT's software or equipment
(sometimes referred to as "viruses" or "worms") that would disable or impair the
operation of CLIENT'S software or equipment based on the elapsing of a period
of time, exceeding an authorized number of copies, advancement to a particular
date or other numeral (sometimes referred to as "time bombs", "time locks", or
"drop dead" devices), or which contains any other similar harmful, malicious or
hidden procedures, routines or mechanisms which would cause such programs to
cease functioning or to damage or corrupt data, storage media, programs,
equipment or communications, or otherwise interfere with operations. Any work
performed by VENDOR for CLIENT shall not contain any Destructive Elements.
Article 3 Intellectual Property Licenses and Proprietary Rights
3.1 Ownership of Materials
All materials produced by VENDOR for CLIENT pursuant to this contract,
including but not limited to all code, designs, reports, guides, scripts, templates,
models, and notes ("Materials"), shall be "works made for hire" and CLIENT
shall be considered the "author" within the meaning of the United States
Copyright Act (the "Act"). All rights in and to Materials, including, without
limitation, all inventions and developments (whether patentable or not) and all
copyrights and extensions and renewals thereof under United States Law, are and
shall remain CLIENT's sole and exclusive property. To the extent that any
Materials or any part thereof shall be deemed by any court of competent
jurisdiction or any governmental or regulatory agency not to be a "work made for
hire" within the meaning of the Act, the provisions of this contract shall still
control and, for the consideration set forth herein, VENDOR hereby irrevocably
and absolutely sells, assigns, sets over and transfers to CLIENT, its successors
and assigns, all right, title and interest in and to the Materials and all intellectual
property rights therein. VENDOR agrees to execute and deliver any documents
and instruments reasonably required by CLIENT to evidence and to vest
CLIENT's exclusive ownership of the Materials and all intellectual property
rights therein and to apply for and obtain patents or copyright registrations with
respect thereto. VENDOR hereby irrevocably appoints CLIENT to be its attorney
in fact and, in the name and on its behalf, to execute all such instruments and take
all other actions and generally to use its name for such purposes. VENDOR
represents and warrants that all Materials presented to CLIENT shall be free of
any adverse claims of rights therein. The Materials shall be either original works
or, if not original, VENDOR will procure the necessary licenses and/or releases
from third parties to enable CLIENT to use the Materials; and VENDOR shall
indemnify and hold CLIENT harmless against any and all losses, liabilities,
awards and costs (including legal fees and expenses) arising out of or related to
any third-party claim resulting from use of material produced by VENDOR for
CLIENT. Notwithstanding the foregoing, VENDOR retains the right to display
graphics, screen shots and other web design elements produced by VENDOR for
CLIENT pursuant to this Agreement as examples of VENDOR's work in its
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Page 3 of 8
Item # 4
Attachment number 2
Page 4 of 8
portfolio. In addition, CLIENT agrees that VENDOR shall be entitled to place a
link and/or language crediting VENDOR with the design of CLIENT'S website,
which link and/or language shall be in such manner as CLIENT may reasonably
consent to or designate.
Article 4 Term and Termination
4.1 Term
This Agreement will become effective on the Effective Date and will continue in
effect through the completion of all Statement of Work orders or April 14, 2011,
whichever occurs last.
4.2 Termination for Convenience
CLIENT may terminate this contract, for any reason or no reason, with ten days
written notice to VENDOR. In the event of termination pursuant to this
subsection, vendor shall be paid for its work up to the effective date of the
termination.
4.3 Termination for Cause
CLIENT may terminate this contract immediately upon written notice to
VENDOR in the event of VENDOR'S breach of any terms of this Agreement. In
the event of termination under this subsection vendor shall be paid only for work
completed and accepted by CLIENT.
4.4 Delivery of Product
Upon termination for any reason, VENDOR shall deliver to CLIENT all
materials originally provided by CLIENT or its affiliates, as well as all work
produced up until the time of termination, including designs, reports, templates,
models, composites and any other materials, code or documentation that it has
prepared. Upon termination by either party, VENDOR shall not perform any
further work under this Agreement.
4.5 Survival
In the event of any termination or expiration of this Agreement, Section 2.6, 2.7,
3.1, 4.4, 4.5, 5, 7, 9 and 10 shall continue in effect.
Article 5 Proprietary Information and Confidentiality
CLIENT and its affiliates will be sharing proprietary and confidential
information with VENDOR to enable VENDOR to complete the appropriate
Statement of Work order. Such information may include but is not limited to
business information including practices and plans, financial information,
operations, computer systems, technical information and fiduciary relationships
or any other non-public information about CLIENT's business and the business
of CLIENT's customers ("Proprietary or Confidential Information"). VENDOR
agrees to keep strictly confidential all communications and all documents and
information shared by or on behalf of CLIENT and its affiliates, and shall not
disclose any of this information, the terms and purpose of this agreement, or any
information or material developed under this agreement to any third party
without prior written consent of CLIENT. Upon termination of this Agreement,
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Item # 4
Attachment number 2
Page 5 of 8
or upon demand of the CLIENT, whichever is sooner, VENDOR shall return to
Client any and all documents containing Proprietary or Confidential Information,
or from which Proprietary or Confidential Information could be inferred,
including any copies or reproductions thereof and to destroy any electronic
copies and verify in writing that it has complied with this obligation.
Confidential Information shall not include : (i) information that may be
disclosed generally or is in the public domain through no fault of the
VENDOR; (ii) information received from a third party outside the
CLIENT that was disclosed without a breach of any confidentiality
obligation; (iii) information approved for release by written authorization
of the CLIENT; or (iv) disclosures of information that may be required by
law or an order of any court, agency or proceeding to be disclosed. The
obligation to maintain the confidentiality of the Proprietary and Confidential
Information as provided hereunder shall survive the termination of this
Agreement.
Article 6 Independent Contractor
6.1 Intention of Parties
VENDOR shall perform services pursuant to this agreement as an independent
contractor with respect to CLIENT, and nothing in this agreement shall create, or
be deemed to create any relationship of employer and employee or of principal
and agent between CLIENT and VENDOR. As an independent contractor,
VENDOR is solely responsible for payment of all compensation to its employees
and all applicable obligations to state and/or federal governmental agencies,
including, but not limited to, income tax, unemployment tax, business
registrations fees, etc., for its own employees. VENDOR agrees to defend,
indemnify and hold harmless CLIENT from and against any claims, liabilities, or
expenses relating to payment of compensation to VENDOR employees, as well
as their tax, assurance, and/or benefit matters.
6.2 Location of Work
VENDOR will work at its own office, as well as the offices of CLIENT when
necessary for meetings and consultations; however CLIENT will not dedicate a
particular office or support staff at its locations specifically to VENDOR.
VENDOR will set their own hours and days of the week to work, consistent with
their responsibilities to CLIENT.
6.3 Nonexclusive
VENDOR shall retain the right to perform similar services for others during the
term of this Agreement. CLIENT shall retain the right to cause similar work to
be performed by its own personnel or other contractors during the term of this
Agreement.
Article 7 Warranties
CLIENT represents and warrants that it has the right, power, and authority to
enter into this Agreement, and that this Agreement does not conflict with the
terms of any other agreement to which it is a party.
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Item # 4
Attachment number 2
Page 6 of 8
VENDOR represents and warrants that: it has the right, power, and authority to
enter into this Agreement and that this Agreement does not conflict with the
terms of any other agreement to which VENDOR is a party.
Article 8 Insurance
8.1 Liability Insurance
VENDOR shall furnish, pay for, and maintain during the life of the contract with
CLIENT the following liability coverage (i) comprehensive general liability
insurance on an "occurrence" basis in an amount not less than $1,000,000
combined single-limit bodily injury liability and property damage liability;
(ii) business automobile liability insurance in the amount of at least
$1,000,000, providing bodily injury liability and property damage
liability; (iii) workers' compensation insurance applicable to its employees
for statutory coverage limits, and employers' liability with a $500,000
limit, which meets all applicable state and federal laws; and (iv)
professional liability/malpractice/errors or omissions insurance, as
appropriate for the type of business engaged in by VENDOR, shall be
purchased and maintained by VENDOR with minimum limits of
$1,000,000 per occurrence.
8.2 Additional Insured
CLIENT is to be specifically included as an additional insured on the
comprehensive general liability and business automobile liability policies
referenced above.
8.3 Notice of Cancellation or Restriction
All policies of insurance must be endorsed to provide CLIENT with thirty (30)
days' notice of cancellation or restriction.
8.4 Certificates of Insurance/Certified Copies of Policies
VENDOR shall provide CLIENT with a certificate or certificates of insurance
showing the existence of the coverage required by this Agreement. VENDOR
will maintain this coverage with a current certificate or certificates of insurance
throughout the term stated in the proposal. When specifically requested by
CLIENT in writing, VENDOR will provide CLIENT with certified copies of all
policies of insurance as required above. New certificates and new certified copies
of policies (if certified copies of policies are requested) shall be provided to
CLIENT whenever any policy is renewed, revised, or obtained from other
insurers. The certificates and/or certified policies shall be sent or delivered to
CLIENT's Project Manager and addressed to:
City of Clearwater
P.O. Box 4748
Clearwater, FL 33758-4748
Article 9 Indemnification
VENDOR shall defend, indemnify, save and hold CLIENT harmless from any
and all claims, suits, judgments and liability for death, personal injury, bodily
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Item # 4
Attachment number 2
Page 7 of 8
injury, or property damage arising directly or indirectly from the performance by
VENDOR, its employees, subcontractors, or assigns, including legal fees, court
costs, or other legal expenses, except to the extent any of the foregoing was
caused by the negligence or misconduct of CLIENT.
Article 10 General Provisions
10.1 Notices
Any notices to be given hereunder by either party to the other may be effected
either by personal delivery, overnight carrier or by mail, registered or certified,
postage prepaid with return receipt requested. Notices shall be addressed to the
parties at the addresses appearing in the introductory paragraph of this
Agreement. The addresses to which notice to a party shall be addressed pursuant
to this Section may be changed by written notice to the other party.
10.2 Entire Agreement of the Parties and Modifications
This agreement contains the entire agreement between the parties and may not be
changed orally, but only by agreement in writing signed by the party against
whom enforcement and waiver, change, modification or discharge is sought.
10.3 Governing Law and Venue
This agreement shall be governed by the laws of the state of Florida. Any action
brought by either party shall lie in Pinellas County, Florida.
10.4 Assignment
Except as specifically set forth in this agreement, the rights and interests of
VENDOR in this agreement may not be sold, transferred, assigned, pledged or
hypothecated. The rights and obligations of CLIENT hereunder shall be binding
upon and run in favor of the successors and assigns of CLIENT. In the event of
any attempted assignment or transfer of rights by VENDOR hereunder contrary
to provisions hereof, CLIENT shall have no further liability for payments
hereunder.
10.5 Captions
Section headings, or "captions", in this agreement are for convenience of
reference only and shall not be considered part of this agreement.
10.6 No Contracting Authority
In performing the services described in the Statement of Work order, VENDOR
will not serve as an agent for CLIENT and will have no power or authority to
enter into contracts on behalf of CLIENT.
10.7 Limitation of Liability
In no event will either party be responsible or liable for indirect, incidental,
special, or consequential damages or costs whatsoever resulting from or related
to the services provided hereunder, even if a party has been advised, knows or
should know of the possibility of such damages. Each party's total liability under
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Item # 4
Attachment number 2
Page 8 of 8
this Agreement for damages, costs and expenses, regardless of cause, shall not
exceed the amount of monies paid to such date under this Agreement. Some
states do not allow limitation or exclusion of liability for incidental or
consequential damages, so the above limitation or exclusion may not apply there.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly
executed as of the date below.
FOR VENDOR
FOR CLIENT
Blenderbox, Inc. Community Redevelopment Agency of the City
of Clearwater
NAME:
TITLE:
NAME:
TITLE:
DATE: DATE:
6/22/10 Page 8 of 8
Item # 4
Attachment number 3
Page 1 of 9
Exhibit ""A"
Community Redevelopment
Agency
statement of work
client: Community Redevelopment Agency
---------------------------------------------------------------------
project: Website Design and Development
---------------------------------------------------------------------
job #: CRA001
agency contact: Anna Levitt
Sr. Project Manager
alevitt_@_blenderbox.com
tel 718 963 4594 ext 128
fax 718 218 7804
htto://www.blenderbox.com
date issued: 06.24.10
version: 1.4
issued by: Anna Levitt
client contact: Courtney Orr
Downtown Manager
Courtney.Orr@myClearwater.com
tel 727 562 4022
fax 727 562 4075
Proprietary and Confidential
This material is proprietary to Blenderbox Inc. and contains trade secrets and confidential information. This material is solely for the
Client's internal use. This material shall not be used, reproduced, copied, disclosed, transmitted, in whole or part, without the
express consent of Blenderbox Inc. @ 2009
Blenderbox Inc.
26 Dobbin Street, 3rd Floor, Brooklyn NY 11222 Item # 4
tel 718 963 4594 www.blenderbox.com
Attachment number 3
Page 2 of 9
date issued: 06.29.10
statement of work version: 1.5
issued by: Anna Levitt
1.0 Project Overview
This statement of work outlines the work involved to develop a new website for the Cleveland Street District.
The website will be used to attract and inform the citizens, visitors and business owners about Cleveland Street
District in downtown Clearwater.
Our project plan and deliverables, will deliver a solution designed to fit within a budget of $75K and a lifecycle of
approximately eight months.
2.0 Agency Deliverables
Project Plan
Once mutually agreed upon and finalized, we will deliver a project plan developed in Microsoft Project and/or
Basecamp denoting specific milestones, timelines, dependencies, and deliverables for execution of the project
requirements.
Discovery Documentation
We will deliver documents outlining the following:
- Content Inventory: Blenderbox will produce an excel file that itemizes all publicly available pages on the current
site, with unique identification number for each which will be useful for planning, prioritization and organization for
the new site.
- Requirements Gathering/documented features and recommendations: We will engage in conversations with CRA
about the functionality desired for the redesigned website (informed by the RFP, proposal and conversations to
date as well as conversation during a scheduled on-site visit to your offices), which will result in an itemized and
prioritized list of the features that will be specified during the information architecture phase.
- Profiles: After a review of CRA's marketing assets, discussions with project stakeholders, and a web survey of
end-users which we will implement, Blenderbox will produce a brief that summarizes the following pieces of
information about CRA's target audiences:
• Who the audience is and what their key characteristics are (when known)
• Why they come to the Cleveland Street site and what kinds of experiences they seek
• The key messages Cleveland Street wishes to communicate to these audiences
• The importance of the audience to Cleveland Street, relative to the other audiences
- Technical Requirements: A document summarizing target technologies, platforms, and other technical
requirements or constraints for the website and corresponding content management system (CMS) which is
understood to a custom implementation of the NET/ASP based content management system we demonstrated
during our on-site pitch.
Assumptions:
- This work will include:
• Content Inventory
• Content Strategy
• Functional Recommendations
• Stakeholder interviews
• Web survey
• Web analytics
• User profiles
• Asset review (including the market research you provide to us from other vendors/sources regarding
Clearwater and the greater Tampa catchment area).
- This SOW does NOT include the following:
-2- Item # 4
Attachment number 3
Page 3 of 9
date issued: 06.29.10
statement of work version: 1.5
issued by: Anna Levitt
• End-user interviews (e.g. coordinating interviews with business owners, residents & tourists).
Information Architecture
We will deliver documents outlining the following areas:
- Sitemap: Blenderbox will produce a Sitemap, which describes site organization for the redesigned site.
- Wireframes: Blenderbox will produce annotated wireframes for each of the key pages, which describe site labeling
and navigation structure(s), the hierarchy of information on the page, and the front-end functionality envisioned
for the redesigned site. There will be three rounds of wireframes, with the third round producing the final set of
wireframes.
Content Planning and Content Development
Blenderbox will work with CPA to produce a Content Plan that sets guidelines for how content is to be
conceptualized, written and promoted on the website. This document will lay the framework for the copywriter to
develop relevant copy for the site. We may also create a styleguide and/or editorial calendar.
Blenderbox will be responsible for overall content planning and copywriting for the site including selection and
management of any internal or third party copywriters.
Design
The creative process will follow the Information Architecture phase. We will begin by presenting two distinct visual
directions informed by all of the CRA's Visual ID work-to-date. Based upon your feedback we will undertake an
iterative process to incorporate your feedback into one of the directions which generally takes about two to three
rounds resulting in a final and approved sample homepage and page templates which will establish the overall
look-and-feel of the website. The work will be designed in collaboration with CRA's branding guidelines.
We will deliver documents outlining the following areas:
- Initial Concepts - A presentation of two home page design concepts at the outset of the design process.
- Design Revisions - Three iterative design rounds leading to an approved overall look-and-feel as defined by one
or more representative page templates. Upon a chosen direction we will flush out the interior pages (based on the
unique templates from IA.) Each round will show additional templates. There will be 3 rounds of design revisions.
Assumptions:
- We will deliver up to two designed email templates
Technology
Blenderbox will develop the site to work with our custom CMS solution, which was demonstrated via Brooklyn
Bridge Park's site in our meeting in May. This solution includes drag and drop functionality, auto-suggest search,
an image library, and an overall intuitive interface that makes for an easy to use CMS for non-technical users.
Our solution will include best practices regarding mobile optimization.
Assumptions:
- Our solution will include:
• Dining, shopping, and event guides/directories
• Contact and feedback form
• CRM (Business directory for the 25 block area) with admin tools for adding/editing businesses including contact
information, hours, url, notes (based on the excel spreadsheet you have already provided us with).
• Interactive map using Google overlays to dynamically overlay data from the business directory
• Events calendar & event detail pages
• Photo Galleries/Video (ability to embed video that has been uploaded to Vimeo or Youtube)
• Document repository (ability to upload multiple common document types such as Powerpoint, PDF, and Word
Docs, for reports and other relevant information.
• Integration of Google Analytics
?. -3- Item # 4
Attachment number 3
Page 4 of 9
date issued: 06.29.10
statement of work version: 1.5
issued by: Anna Levitt
• SEO - best practices for page structure, keywords, URLs and page titles.
• Pages and Promo chips (links with images that cross-link to other areas of the site).
• News or blog feed
• We will optimize the site for compatibility on mobile phones
This SOW does not include:
• Retail/Office/Apt Space finder
• The business directory will not have an interface for businesses to directly edit or otherwise access their
records-rather we'll create an easy-to-use feedback form that businesses can use to notify you of information
that needs to be updated.
• e-Marketing strategy : segmentation of audience or design of multiple templates for difference messages
ADA Requirements
The site shall be developed to meet all Federally-mandated access requirements adopted by the Federal Access
Board under section 508 subsection 1194.22 of the Rehabilitation Act
Site hosting
For a faster development process, the development environment will be hosted internally with Blenderbox. Once
the site launches, CPA will be responsible for the hosting environment. Blenderbox will work with your technology
team to move the site onto to your internal IT infrastructure leveraging your existing Windows Server and
Microsoft SQL Server licenses in collaboration with your IT resources.
Project management
Blenderbox will provide a project manager who will function as the day-to-day point of contact throughout the
project. The project manager will be available for weekly project status calls and key in-person meetings
throughout the life of the project.
Team-wide project communications will be funneled through a web-based collaboration tool (likely Basecamp),
which will be set up and maintained by the project manager. This site will serve as a communication center,
document repository, and master project calendar.
Quality assurance and testing
Prior to launching the website, Blenderbox will take appropriate measures to execute a round of quality assurance
testing. Tracking of bugs/defects will occur in a web-based tracking tool. Quality assurance will be followed by a
"User Acceptance Testing" phase (UAT), during which time Cleveland Street will have access to the system and will
be able to use the site in a development environment in a manner that reflects assumed usage in the production
environment.
The site will be tested for compatibility, functionality, and usability in a variety of environments. The following
browsers will be specifically tested and supported:
• Safari 4+
• Firefox 3.6.2+
• Internet Explorer 7+
• Google Chrome 5.0.342.7
Efforts will be made to provide a functional site experience in other browsers (including IE 6 but the focus will be
on legibility only. If CPA needs the site to support IE6, an addendum will be created to this SOW outlining an
additional fee.
4 - Item # 4
Attachment number 3
Page 5 of 9
date issued: 06.29.10
statement of work version: 1.5
issued by: Anna Levitt
Content migration and deployment
Blenderbox will deliver all finalized work (website files and associated image source files) to CPA for deployment.
Costs not included (SaaS hosted applications, software licensing fees)
Blenderbox will source low-cost or no-cost, web-based and often open-source solutions that will be consolidated
and integrated to provide the services and support outlined above. Blenderbox can setup these services on behalf
of CRA but payment via bank draft or corporate credit card provided by Cleveland Street will be required for these
services.
Suggested services:
• Campaign Monitor (www.campaignmonitor.com): fees are $5 per campaign, and $.01 per recipient
o This service allows for email newsletters as well as email alerts (ie: event cancellation)
• Google analytics: basic services are free
• Google Site Search: TBD - $200/annually
• Google Maps API: free
Preparation of follow-on Service Level Agreement (SLA) or Phase II
A deliverable of the project will be the preparation of a follow-on Service Level Agreement (SLA) or fixed fee Phase
II Statement of Work. A draft of this document will be delivered no later than 30 days before the end of this
Statement of Work.
Client dependencies
• Approval of statement of work and estimate.
• Availability of key decision makers and timely feedback/approvals per the approved project schedule.
• Delivery of all key materials as jointly defined between CPA and Blenderbox in an appropriate timeframe
(as defined in the forthcoming project schedule), including branding and discovery documents etc.
• Availability of key personnel to review and sign-off on all major deliverables.
• CPA will be responsible for all content entry using the tools we provide. Providing the means for content
entry is our primary deliverable to this project. Blenderbox will assign a producer to this project for the
duration of the contract who can assist with some content-entry and training as budget and time allow,
however, content-entry--whether editorial, media (videos), or social, to the likes of Facebook, YouTube,
Twitter, or the Cleveland Street public website--remains the responsibility of Cleveland Street and their
designees.
Assumptions/Requirements
• This statement of work to be an exhibit to the agency and client contract.
• Any deviations by either party from the agreed upon schedule may push out the delivery date of the
project by at least one day for every one day of delay.
• An amendment to this agreement or a new statement of work will be issued for work that is considered
out of the budgeted scope.
• A change order may also be required for anything that is considered out of scope based on the original
plan as accessed in this SOW.
• All changes to scope either perceived or actual will be communicated to both parties in a timely and
succinct way.
• The website will include a discreet site-wide Blenderbox credit in the footer with similar style and
treatment to any copyright, terms and conditions or privacy policy information and links.
5 - Item # 4
Attachment number 3
Page 6 of 9
date issued: 06.29.10
statement of work version: 1.5
issued by: Anna Levitt
3.0 Timeline And Schedule Expectations
This statement of work covers the 8-month period, starting with the signature of this contract.
Upon approval of this SOW, Blenderbox will initiate work and develop a detailed project schedule for the scope
deliverable beginning with a requirement gathering and discovery phase. This project schedule will set client as
well as vendor deliverables, with explicit dates for milestones.
-6- Item # 4
Attachment number 3
Page 7 of 9
date issued: 06.29.10
statement of work version: 1.5
issued by: Anna Levitt
4.0 Estimated Costs
Discovery and Requirements Gathering $11,100
Information Architecture $11,100
Creative Design and Production $9,800
Development and Deployment $20,000
Content Strategy and Copywriting $10,000
Project Management $9,500
Testing/Training $2,500
Travel $1,000
ESTIMATED TOTALS: $75,000
We assume we will save costs and book flights in advance, keeping our travel budget to $1000.
Item # 4
Attachment number 3
Page 8 of 9
date issued: 06.29.10
statement of work version: 1.5
issued by: Anna Levitt
5.0 Payment Terms and Schedule of Deliverables
Fees for services described in Section 2, Client will pay Blenderbox the total amount of the fee provided above
($75,000) in four (4) installments. Dates may be subject to change, but payments are still tied to the deliverables
stated below. This is the guaranteed total fee for this project as provided in §2.2 of the Master Services
Agreement. Any amendment to the Statement of Work, estimated costs or payment schedule shall be in writing
and executed by the parties.
Delivery and Acceptance Estimated Date Payment
Signature and Acceptance on Contract July 14, 2010 $18,750
and Executed Master Services
Agreement
Delivery and Acceptance of Discovery August 20, 2010 $18,750
Document:
Items included in Document:
• Content Inventory
• Content Strategy
• Functional Recommendations
• Stakeholder interviews
• Web survey
• Web analytics
• User profiles
• Asset review
Delivery and Acceptance of UX October 8, 2010 $18,750
Wireframes and Initial Design Concepts:
Items accepted by Client up to this
date:
• Discovery Document
(detail above)
• Wireframes
• Site map
• Initial Design Concepts - A
presentation of two home page
design concepts at the outset
of the design process.
Delivery and Acceptance of Final December 15, 2010 $18,750
Functioning Website in User Acceptance
Testing
Items accepted by Client up to this
date:
• Discovery Document
(detail above)
• Wireframes
• Site map
• Initial Design Concepts
• Full Site designs
-8- Item # 4
Attachment number 3
Page 9 of 9
date issued: 06.29.10
statement of work version: 1.5
issued by: Anna Levitt
• Site delivery on staging server
6.0 Approval Process
By signing below you agree to all the terms of this Statement of work that is also execued.
approval:
approved by Blenderbox Inc.
name
date
approved by CPA
name
date
-9- Item # 4
Meeting Date:7/13/2010
Community Redevelopment
0 Agency Agenda
Council Chambers - City
Hall
SUBJECT / RECOMMENDATION:
Approve a Development Agreement between the CRA and Mainstreet Clearwater Development LLC of Clearwater, Florida
concerning the "Tony's Pizza Restaurant" project, 426 to 428 Cleveland Street, delineating the terms and conditions for the
provision of certain economic assistance by the CRA.
SUMMARY:
Mainstreet Clearwater Development LLC is developing the "Tony's Pizza Restaurant" full-service restaurant project located at 426
to 428 Cleveland Street. The project is a build- out of the existing structure, with outdoor dining, to create a full-service, 3,750
square foot pizzeria and fine dining restaurant.
The purpose of this Development Agreement is to secure economic assistance through the Community Redevelopment Agency
(CRA) to increase the economic feasibility of a project which supports the implementation of the City of Clearwater's "District
Vision" for the revitalization of the CRA area, and to further the implementation of the Downtown Redevelopment Plan by the
development and construction and operation of the project to enhance the quality of life, increase employment and improve the
aesthetic and useful enjoyment of the downtown.
This agreement provides CRA funding of a $50,000 restaurant build-out, loan-to-grant generally "mirroring" the DDB Restaurant
Relocation Program, which provides for incentive reimbursement funding of $1 for every $1 expended on eligible restaurant build-
out expenses up to a maximum of $50,000. Since the project involves the relocation and expansion of an existing restaurant within
the Cleveland Street District, rather than a new restaurant coming to the District, the DDB Restaurant Relocation grant is not
available.
Staff supports CRA participation in this project for four reasons. First, Tony's is an established, successful restaurant in the District
that indicates the likelihood of continued successful operation at the new location. Second, Tony's seeks to significantly expand
their restaurant and develop a full-service component compatible with the CRA restaurant recruitment strategy. Third, the cost of
the tenant improvements necessary to install a kitchen and associated facilities are significant and unlikely to be affordable without
incentive financing. Finally, the ability/willingness of the owner to fund and move forward with the project at this time of economic
downturn, with the assistance delineated above, is very helpful in maintaining our redevelopment momentum.
We believe facilitation of this project will keep a proven business in the District and further our objective of expanding quality
restaurant space on Cleveland Street.
The incentives is to be structured as a five-year "forgivable" loan, secured with a performance mortgage, with 20 % "forgiven"
annually as long as the property continues to be used as a full-service restaurant. If it ceases to be so operated during the five-year
period, the owner will have to reimburse the CRA for the outstanding balance. Similarly, if the property is sold during the five-year
period, the outstanding balance will become due and payable to the CRA, unless the CRA agreed to the assumption of the
development agreement by the new owner. The source of funds will be the CRA Retail Attraction /Assistance Project
Account 94852.
A concept rendering and interior site plan is provided. The design is to be an exhibit to the Agreement. The Development
Agreement requires that any substantive change to the design or interior site plan is to be subject to CRA approval.
Type:
Other
Current Year Budget?: Yes
Budget Adjustment Comments:
Current Year Cost:
Not to Exceed:
Budget Adjustment:
$50,000 Annual Operating Cost:
Total Cost:
None
$50,000
Cover Memo
Item # 5
For Fiscal Year: 2009 to 2010
Appropration Code Amount Appropriation Comment
94852 $50,000
Review 1) Office of Management and Budget 2) Legal 3) Clerk 4) Assistant City Manager ED 5) Clerk 6) City
Approval: Manager 7) Clerk
Cover Memo
Item # 5
Attachment number 1
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Attachment number 2
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Page 1 of 27
DEVELOPMENT AGREEMENT
(Mainstreet Clearwater, LLC "Tony's Pizza" Restaurant)
This Development Agreement ("Agreement") is made as of this day
of July, 2010, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida
created pursuant to Part III, Chapter 163, Florida Statutes ("Agency"), and Mainstreet
Clearwater Development, LLC, a Florida limited liability company ("Developer").
WITNESSETH:
WHEREAS, the Agency and Developer have entered into and concluded negotiations of
a development agreement pursuant to Developer's request for specific assistance as outlined
herein, pertaining to and setting forth the terms and conditions for the development of certain
parcels located at 426 and 428 Cleveland St, Clearwater, Florida, and legally described as set
forth in Exhibit A, known as "Tony's Pizza" Restaurant in the community redevelopment area of
the City;
WHEREAS, at a duly called public meeting on July 13, 2010, the Agency approved this
Agreement and authorized and directed its execution by the appropriate officials of the Agency;
WHEREAS, the Developer has approved this Agreement and has authorized and
directed certain individuals to execute this Agreement on behalf of Developer; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereby agree as follows:
ARTICLE 1. DEFINITIONS.
1.01. Definitions. The terms defined in this Article I shall have the following
meanings, except as herein otherwise expressly provided:
(1) "Act" means the Constitution of the State of Florida; Section 163.01, Florida
Statutes, Part III, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes, other applicable
provisions of law, and ordinances and resolutions of the City and the Agency implementing
them.
(2) "Agency" means the Community Redevelopment Agency of the City, as created
by Resolution No. 81-68 of the City, adopted by the City Council on August 6, 1981, including
any amendments thereto, and any successors or assigns thereto.
(3) "Agreement" means this Development Agreement, including any Exhibits, and
any amendments hereto or thereto.
Item # 5
Attachment number 3
Page 2 of 27
(4) "Agreement Expiration Certificate" means the instrument executed by the parties
hereto as provided in Section 11.19 certifying that all obligations of the parties hereto have been
satisfied and this Agreement has expired in accordance with its terms, the form of which is
attached hereto as Exhibit E.
(5) "Agreement Termination Certificate" means the instrument executed by the
parties hereto as provided in Section 9.06 stating that this Agreement has been terminated prior
to its Expiration Date as provided in Section 9.05, the form of which is attached hereto as
Exhibit F.
(6) "Area" means the area located within the corporate limits of the City having
conditions of slum and blight (as those conditions are defined in the Act) as found by the City
Council in Resolution No. 81-67, adopted by the City Council on August 6, 1981, and as
amended by Resolution No. 03-22, adopted by the City Council on May 1, 2003.
(7) "Authorized Representative" means the person or persons designated and
appointed from time to time as such by the Developer or the Agency, respectively, pursuant to
Section 2.04.
(8) "Building Permit" means, for the "Tony's Pizza" Restaurant Project to be
constructed on the Site, a permit issued by the City authorizing, allowing and permitting the
commencement, prosecution and completion of construction to the extent provided in said
permit.
(9) "City" means the City of Clearwater, Florida, a Florida municipal corporation, and
any successors or assigns thereto.
(10) "City Council" means the governing body of the City, by whatever name known or
however constituted from time to time.
(112) "Commencement Date" means the date of issuance of the first Building Permit
for the "Tony's Pizza" Restaurant Project.
(12) "Completion Date" means the date on which construction of the Project is
substantially complete as evidenced by a Completion Certificate.
(13) "Construction Financing" means the funds provided by the Construction Lender to
the Developer during the term of this Agreement to pay the cost of developing and constructing
the "Tony's Pizza" Restaurant Project, or any portion thereof, on the Project Site, including,
financing costs, "soft costs," overhead, and the design, construction and equipping of the
Project.
(14) "Construction Lender" means any person or persons providing the Construction
Financing or any portion thereof.
(15) "Contractor" means one or more individuals or firms constituting a general
contractor or other type of construction contractor properly licensed by the State of Florida or
2
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Attachment number 3
Page 3 of 27
other appropriate jurisdiction to the extent required by applicable law, authorized to perform
construction contractor services in the State of Florida, registered with the City as required by
applicable law, bonded and insured to the extent required by applicable law and this Agreement,
including the Developer or any affiliates of the Developer.
(16) "Developer" means Mainstreet Clearwater Development, LLC, a Florida limited
liability company, and any successors and assigns thereof, including any entity, partnership,
joint venture, or other person in which Mainstreet Clearwater Development, LLC, is a general
partner or principal, but not including any entity, partnership, joint venture, or other person in
which Mainstreet Clearwater Development, LLC is a general partner or principal which is not
undertaking or participating in any development of the "Tony's Pizza" Restaurant Project, or any
part thereof.
(17) "Effective Date" means the date determined in accordance with Section 11.20
when the Memorandum of Development Agreement is recorded and this Agreement becomes
effective.
(18) "Exhibits" means those agreements, diagrams, drawings, specifications,
instruments, forms of instruments, and other documents attached hereto and designated as
exhibits to, and incorporated in and made a part of, this Agreement.
(19) "Expiration Date" means the date on which this Agreement expires, as evidenced
by the Agreement Expiration Certificate being recorded in the public records of Pinellas County,
Florida, as provided in Section 11.19 hereof.
(20) "Impact Fees" means those fees and charges levied and imposed by the City,
Pinellas County and any other governmental entity on projects located on the Site for certain
facilities and services impacted by development such as the Project but for the purposes of this
Development Agreement, shall not include the fees or costs pursuant to the Public Art and
Design Program (section 3-2401 through 3.2406 of the Clearwater Community Development
Code)
(21) "Permits" means all zoning, variances, approvals and consents required to be
granted, awarded, issued, or given by any governmental authority in order for construction of
the Project, or any part thereof, to commence, continue, be completed or allow occupancy and
use, but does not include the Building Permit.
(22) "Plan" means the community redevelopment plan for the Area, including the Site,
as adopted by the City Council on September 18, 2003, by enactment of its Ordinance No. 7153-
03, and including any amendments to the Plan.
(23) "Project" means the "Tony's Pizza" Restaurant Project. More specifically, the
Project is the internal build out, including installation of a commercial kitchen, for an
approximately 3785 square foot full service restaurant, to be leased by Developer to a tenant
who will operate "Tony's Pizza".
(24) "Project Plans and Specifications" means the plans and specifications pertaining
to the construction, installation and equipping of the "Tony's Pizza" Restaurant Project, including
the schedule for completing the Project, consisting of the plans and specifications.
Item # 5
Attachment number 3
Page 4 of 27
(25) "Project Professionals" means any architects, attorneys, brokers, engineers,
consultants, planners, construction managers or any other persons, or combination thereof,
retained or employed by the Developer in connection with the planning, design, construction,
permit applications, completion and opening of the Project, but does not include the Developer.
(26) "Proposal" means the proposal for redevelopment of the Site, per the Site Plan
submitted by Developer.
(27) "Site" means that certain property with a street address of 426 and 428
Cleveland Street, located in Clearwater, Florida, as more particularly described on Exhibit A
attached hereto, on which the "Tony's Pizza" Restaurant Project is to be located.
(28) "Site Plan" means a floor plan that depicts the internal build out of the restaurant,
the initial version of which is attached hereto as Exhibit B.
(29) "Termination Date" means the date on which this Agreement is terminated by
any party hereto as provided in Section 9.05, and as evidenced by the Agreement Termination
Certificate.
(30) "Unavoidable Delay" means those events constituting excuse from timely
performance by a party hereto from any of its obligations hereunder, as such events are defined
in and subject to the conditions described in Article 10 hereof.
(31) ""Tony's Pizza" Restaurant Project" means the development consisting of the
internal build out of an approximately 3785 square foot full service restaurant; with access to 25
private parking spaces immediately adjacent, and others located nearby, to be located on the
Site as contemplated by the Proposal and this Agreement and constructed substantially in
accordance with the Plans and Specifications.
1.02. Use of Words and Phrases. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter genders. Unless the context
shall otherwise indicate, the singular shall include the plural as well as the singular number, and
the word "person" shall include corporations and associations, including public bodies, as well
as natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and
other equivalent words refer to this Agreement and not solely to the particular portion thereof in
which any such word is used.
1.03. Florida Statutes. All references herein to Florida Statutes are to Florida Statutes
(2009), as amended from time to time.
ARTICLE 2. PURPOSE; PROPOSAL
2.01. Intent; Purpose of Agreement.
(a) The purpose of this Agreement is to (i) secure economic assistance through the
Agency which supports the implementation of the City of Clearwater's "District Vision" for the
revitalization of the Downtown Core; and (ii) to further the implementation of the Plan by the
4
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Attachment number 3
Page 5 of 27
development and construction and operation of the Project thereon in accordance with the
Project Plans and Specifications, all to enhance the quality of life, increase employment and
improve the aesthetic and useful enjoyment of the Area through the eradication of conditions of
blight, all in accordance with and in furtherance of the Plan and as authorized by and in
accordance with the Act.
(b) (1) The Site is to be redeveloped according to Project Plans and
Specifications for use as an approximately 3785 square foot full service restaurant; with access
to 25 private parking spaces immediately adjacent, and others located nearby. Developer
commits to maintain the operation of the Project as a full service restaurant for a period of not
less than 5 years.
(2) As provided in this Agreement, the Agency shall undertake certain public
actions pursuant to the Act and as implementation of the Plan, and provide assistance in
obtaining such approvals by governmental authorities as are necessary for development of the
Project.
(c) As provided in this Agreement, the Developer shall carry out the redevelopment
of the Site by obtaining approvals by governmental authorities necessary for development of the
Project, and constructing various private improvements on the Site.
2.02. Developer's Proposal.
(a) The Proposal for the redevelopment of the Site, specifically including the design,
construction, equipping, completion and use of the Project, and each component thereof, is
hereby found by the Agency and acknowledged by the Developer: (1) to be consistent with and
in furtherance of the objectives of the Plan, (2) to conform to the provisions of the Act, (3) to be
in the best interests of the citizens of the City, (4) to further the purposes and objectives of the
Agency, and (5) to further the public purpose of eradicating conditions of blight in the Area.
The parties recognize and agree that during the process of review and approval provided for in
the Agreement the design of the Project may be subject to change and modification as may be
either agreed to by the parties or required as provided herein or by the appropriate regulatory
authority, and should any changes be necessary or desirable the parties agree that they will act
expeditiously and reasonably in reviewing and approving or disapproving any changes or
modifications to the Project.
(b) Based upon and as a result of the findings set forth in subsection (a) above, the
Proposal, including such changes and revisions as are provided by this Agreement, is hereby
affirmed by the Developer and approved and accepted by the Agency.
2.03. Cooperation of the Parties. The parties hereto recognize that the successful
development of the Project and each component thereof is dependent upon continued
cooperation of the parties hereto, and each agrees that it shall act in a reasonable manner
hereunder, provide the other party with complete and updated information from time to time,
with respect to the conditions such party is responsible for satisfying hereunder and make its
good faith reasonable efforts to ensure that such cooperation is continuous, the purposes of this
Agreement are carried out to the full extent contemplated hereby and the Project is designed,
constructed, equipped, completed and operated as provided herein.
5
Item # 5
Attachment number 3
Page 6 of 27
2.04. Authorized Representative.
(a) Each party shall designate an Authorized Representative to act on its behalf to
the extent of the grant of any authority to such representative. Written notice of the designation
of such a representative (and any subsequent change in the Authorized Representative) shall
be given by the designating party to the other party in writing in accordance with the procedure
set forth in Section 11.03 hereof.
(b) Except as otherwise expressly provided in this Agreement, whenever approval or
action by the Developer or the Agency is required by this Agreement, such action or approval
may, in the discretion of the party considering such approval or action, be taken or given by the
Authorized Representative thereof. A party to this Agreement may rely upon the representation
of the other party's Authorized Representative that such person has the requisite authority to
give the approval or take the action being done by that Authorized Representative. A party may
not later deny that its Authorized Representative had the authority represented to and relied
upon by the other party or revoke or deny any action taken by such Authorized Representative
which was relied upon by the other party.
(c) The Developer does hereby notify the Agency that its initial Authorized
Representative for the Project is Kevin Burke of Mainstreet Clearwater Development, LLC.
(d) The Agency does hereby notify the Developer that its initial Authorized
Representative is Rod Irwin, Executive Director of the CRA.
ARTICLE 3. LAND USE REGULATION.
3.01. Zoning. On the Effective Date, the zoning classification for the Site is "Downtown
District", abbreviated as "D." The parties recognize and acknowledge that the zoning
classification of the Site as of the Effective Date permits development of the Project.
3.02. Redevelopment Plan. The Agency represents to the Developer and the
Developer acknowledges that as of the Effective Date, the Site is in the Downtown Core District
and the provisions of the Plan pertaining to the Site were consistent with the "Tony's Pizza"
Restaurant Project as contemplated by the Proposal and this Agreement.
3.03. Permits.
(a) The Developer shall cause the tenant's contractor to prepare and submit to the
appropriate governmental authorities, including the City, the applications for each and every
Building Permit and any and all necessary Permits for the Project. The Developer shall bear all
costs of preparing such applications, applying for and obtaining such permits including
applicable application, inspection, regulatory and Impact Fees or charges pertaining to the
Project, including, but not limited to, any such permit, review, application, inspection, regulatory
or Impact Fees except as otherwise provided in Article 6.
(b) The Agency shall cooperate with the Developer in obtaining all necessary
Permits and the Building Permits required for the construction and completion of the Project.
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(c) The Agency's duties, obligations, or responsibilities under any section of this
Agreement, specifically including but not limited to this Section 3.04 do not affect the Agency's
or the City's right, duty, obligation, authority and power to act in its governmental or regulatory
capacity in accordance with applicable laws, ordinances, codes or other building or project
regulation.
(d) Notwithstanding any other provisions of this Agreement, any required permitting,
licensing or other regulatory approvals by the Agency or the City shall be subject to the
established procedures and requirements of the Agency or the City with respect to review and
permitting of a project of a similar or comparable nature, size and scope. In no event shall the
Agency or the City, due to any provision of this Agreement, be obligated to take any action
concerning regulatory approvals except through its established processes and in accordance
with applicable provisions of law.
3.04. Not a Development Order or Permit. The parties do hereby acknowledge, agree
and represent that this Agreement is not intended to be and should not be construed or deemed
to be a "development order" or "development permit" within the meaning of those terms in
Section 163.3164, Florida Statutes.
3.05. Permitted Uses.
(a) The Project shall consist of an approximately 3785 square foot full service
restaurant and associated amenities.
(b) The Project shall have access to 25 adjacent private parking spaces and others
located nearby.
ARTICLE 4. PROJECT PLANS AND SPECIFICATIONS.
4.01. Site Plan.
(a) The Developer has prepared a Site Plan, a copy of which is attached hereto as
Exhibit B, which contemplates development of the Project consistent with this Agreement. The
Developer agrees that during the term of this Agreement, any material changes to the Site Plan
or any subsequent versions of the Site Plan will be submitted to the City for review, if such
review is required by the Land Development Code, and Agency for approval, which Approval
shall not be unreasonably withheld or delayed.
ARTICLE 5. CONSTRUCTION OF THE PROJECT.
5.01. Site Clearance. Permits issued by the City for pre-construction activities on the
Site, including site clearance, utility relocation, and interior demolition, shall not be considered a
Building Permit for purposes of this Agreement.
5.02. Construction of the Project.
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(a) (1) The Developer shall construct
accordance with the Project Plans and Specifications
and the terms and conditions in this Agreement, the
approval by no later than July 31, 2010.
the Project on the Site substantially in
therefor. Subject to Unavoidable Delay
Developer shall submit plans for permit
(2) For purposes of this Section 5.02, "commence construction" of the Project
means commencement of meaningful physical development of that part of the Project as
authorized by the Building Permit therefor which is continued and prosecuted with reasonable
diligence toward and with the objective of completion of the Project.
(b) (1) After the Commencement Date, the Developer shall continue, pursue and
prosecute the construction of the Project with reasonable diligence to completion by the
Completion Date and shall not at any time actually or effectively have abandoned (or its
Contractor having actually or effectively abandoned) the Site. For purposes of this subsection
(b), "abandoned" means to have ceased any construction work which effectively advances the
construction of the Project toward completion. Subject to Unavoidable Delay and the terms and
conditions in this Agreement, the Project shall be completed by no later than January 2011.
(2) All obligations of the Developer with respect to commencement,
continuation and completion of construction of the Project shall be subject to delays and
extensions from time to time for Unavoidable Delay. The Developer shall not be deemed to be
in default of this Agreement to the extent construction or completion of the Project, or any part
thereof, is not complete by reason of Unavoidable Delay.
(c) For purposes of this Section 5.02, "completion," "complete," "substantially
complete" or "substantial completion" means, with respect to construction of the retail space of
the Project, a Certificate of Occupancy for the restaurant has been issued by the City
(d) If the Agency believes adequate progress in the construction of the Project is not
being made, the Agency shall give notice to the Developer that adequate progress is apparently
not being made in the construction of the Project and to respond within ten (10) business days
thereafter as to why adequate progress is or is not being made toward completion of the
Project.
5.03. Project Alterations or Improvements. During the construction of the Project, the
Developer may, from time to time, minor make alterations and improvements, structural or
otherwise, to the Project as the Developer deems desirable and consistent with the Project
Plans and Specifications for the use contemplated by this Agreement; provided, however, that
prior to the commencement of any material alterations or improvements of sufficient size and
scope as to constitute a material change in the previously approved Project Plans and
Specifications, the Developer shall notify the Agency of such material change and may submit a
change, amendment or revision to the Project Plans and Specifications to the Agency for
review. Any change to the facade improvements during or after construction must be approved
by the Agency prior to implementation. Nothing in this Section 5.03 is intended nor shall be
deemed to limit or restrict the exercise of governmental or regulatory powers or authority by the
City or any other governmental entity or to enlarge its regulatory authority.
5.04. Completion Certificate.
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(a) (1) Upon the substantial completion of the construction of the Project in
accordance with the provisions of this Article 5, the Developer shall prepare and execute the
Completion Certificate, which shall then be delivered to the Agency. Upon receipt of the
certificate the Agency shall promptly and diligently proceed to determine if construction of the
Project has been completed substantially in accordance with the Project Plans and
Specifications and this Agreement. Upon making such a determination, the Agency shall
execute the certificate and return it to the Developer. The date of the Completion Certificate
shall be the date when all parties shall have executed said certificate.
(2) The Completion Certificate shall constitute a conclusive determination by
the parties hereto of the satisfaction and termination of the obligations of the Developer
hereunder to construct the Project; provided, however that nothing in this Section 5.04 shall be
a waiver of the rights, duties, obligations or responsibilities of the City or any other governmental
entity acting in its regulatory or governmental capacity or an approval of said construction for
purposes of the issuance of a certificate of occupancy for the Project. The remaining obligations
of the Developer, including but not limited to the obligation to operate the Project as full service,
restaurant for of a period of not less than five years shall survive and are not affected by the
filling of the Completion Certificate.
(3) The parties agree that it is their intent that the review by the Agency for
purposes of the Completion Certificate determination pursuant to this Section 5.04 is not to be
an additional or duplicate inspection over and above that required for purposes of the Building
Permit, including the issuance of a certificate of occupancy. The Agency agrees that for
purposes of determining if the Project has been substantially completed in accordance with the
Project Plans and Specifications, the issuance of a certificate of occupancy for the Project shall
be a conclusive determination of substantial completion for purposes of this subsection (a) and,
if such certificate has been determined to have been issued, then the Agency agrees to execute
the Completion Certificate.
(b) (1) If the Agency shall refuse or fail to execute the Completion Certificate
after receipt of a request by the Developer to do so, then the Agency shall, within ten (10) days
after its receipt of such request, provide the Developer with a written statement setting forth in
reasonable detail the reason(s) why the Agency has not executed the Completion Certificate
and what must be done by the Developer to satisfy such objections so that the Agency would
sign the certificate. Upon the Developer satisfying the Agency's objections, then the Developer
shall submit a new request to the Agency for execution of the Completion Certificate and that
request shall be considered and acted upon in accordance with the procedures in paragraph
(a)(1) for the original request.
(c) The Completion Certificate shall be in a form sufficient to be recorded in the
public records of Pinellas County, Florida. After execution by the Agency, it shall be promptly
returned to the Developer who shall record the certificate in the public records of Pinellas
County, Florida, and pay the cost of such recording.
5.05. Agency Not in Privity with Contractors. The Agency shall not be deemed to be in
privity of contract with any Contractor or provider of goods or services with respect to the
construction of any part of the Project.
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5.06 Security for Developer's Performance. In consideration of the advancements,
reimbursements and payments made by the Agency pursuant to Article 6 hereof, Developer
shall provide a Performance Mortgage to secure the funds so paid, in substantially the form as
set forth and attached hereto as Exhibit C. Before any funds are paid, the mortgage shall be in
place, securing a second lien position on the property so identified for Agency payments. This
obligation and the Performance Mortgage provided hereto shall survive termination as provided
in paragraph 9.05 and 9.06. Pursuant to the provisions of Section 6.02 herein, the Agency
shall cancel and release the Performance Mortgage, and the same shall be of no further force
and effect, at the earlier of (a) the end of the 5-year period contemplated therein during which
the property is maintained as a full service restaurant or (b) the date on which repayment is
made pursuant to the provisions of Section 6.03.
ARTICLE 6. PAYMENTS BY AGENCY.
6.01 Restaurant Buildout Grant. The Agency shall reimburse Developer for restaurant
buildout and/or permanent fixtures for the project in an amount not to exceed $50,000.
Developer shall provide the Agency with documentation verifying expenditures for the restaurant
buildout. Provided further, that the total amount of reimbursement payments for said
improvements shall not exceed the total amount of expenditures made by Developer for the
restaurant buildout.
6.02 Repayment by Developer. All payments by the Agency pursuant to this article 6
are subject to repayment by Developer if Developer fails to maintain the property as a full-
service restaurant for a period of five years. If at any time during the first five years following the
issuance of the certificate of completion, the project fails to be operated as a full-service
restaurant, Developer shall repay to the Agency the amounts paid by the Agency pursuant to
this article. The amount to be repaid by the Developer shall be reduced by 20% for each year
the full service restaurant is open and operating as provided herein. The Developer's obligation
to repay the incentives provided herein shall be secured by a performance mortgage as
provided in section 5.06.
ARTICLE 7. REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE DEVELOPER.
7.01. Representations and Warranties. The Developer represents and warrants to the
Agency that each of the following statements is currently true and accurate and agrees the
Agency may rely upon each of the following statements:
(a) The Developer is a Florida limited liability company duly organized and validly
existing under the laws of the State of Florida, has all requisite power and authority to carry on
its business as now conducted, to own or hold its properties and to enter into and perform its
obligations hereunder and under each document or instrument contemplated by this Agreement
to which it is or will be a party, is qualified to do business in the State of Florida, and has
consented to service of process upon a designated agent for service of process in the State of
Florida.
(b) This Agreement and, to the extent such documents presently exist in form
accepted by the Agency and the Developer, each document contemplated or required by this
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Agreement to which Developer is or will be a party have been duly authorized by all necessary
action on the part of, and have been or will be duly executed and delivered by, the Developer,
and neither the execution and delivery thereof, nor compliance with the terms and provisions
thereof or hereof: (1) requires the approval and consent of any other party, except such as have
been duly obtained or as are specifically noted herein, (2) contravenes any existing law,
judgment, governmental rule, regulation or order applicable to or binding on the Developer, (3)
contravenes or results in any breach of, default under or, other than as contemplated by this
Agreement, results in the creation of any lien or encumbrance upon any property of the
Developer under any indenture, mortgage, deed of trust, bank loan or credit agreement, the
Developer's articles of organization, or, any other agreement or instrument to which the
Developer is a party or by which the Developer may be bound.
(c) This Agreement and, to the extent such documents presently exist in form
accepted by the Agency and the Developer, each document contemplated or required by this
Agreement to which the Developer is or will be a party constitutes, or when entered into will
constitute, a legal, valid and binding obligation of the Developer enforceable against the
Developer in accordance with the terms thereof, except as such enforceability may be limited by
applicable bankruptcy, insolvency or similar laws from time to time in effect which affect
creditors' rights generally and subject to usual equitable principles in the event that equitable
remedies are involved.
(d) There are no pending or, to the knowledge of the Developer, threatened actions
or proceedings before any court or administrative agency against the Developer, or against any
controlling manager, member, employee or agent of the Developer, which question the validity
of this Agreement or any document contemplated hereunder, or which are likely in any case, or
in the aggregate, to materially adversely affect the consummation of the transactions
contemplated hereunder or the financial condition of the Developer.
(e) The Developer has filed or caused to be filed all federal, state, local and foreign
tax returns, if any, which were required to be filed by the Developer, and has paid, or caused to
be paid, all taxes shown to be due and payable on such returns or on any assessments levied
against the Developer.
(f) All financial information and other documentation, including that pertaining to the
Project or the Developer, delivered by the Developer to the City and the Agency, was, on the
date of delivery thereof, true and correct.
(g) The principal place of business and principal executive offices of the Developer
are 400 Cleveland Street, Suite 200, Clearwater, FL 33755 and, until the expiration or
termination of this Agreement, the Developer will keep original or duplicate records concerning
the Project (such as construction contracts, financing documents and corporate documents) and
all contracts, licenses and similar rights relating thereto at an office located in the corporate
limits of the City of Clearwater.
(h) As of the Effective Date, the Developer has the financial capability to carry out its
obligations and responsibilities in connection with the development of the Project as
contemplated by this Agreement.
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(i) The Developer (with the assistance of its Project Professionals) has the
experience, expertise, and capability to develop, cause the construction, and complete the
Project and, oversee and manage the design, planning, construction, and completion of the
Project, and to acquire the Site as provided herein.
7.02. Covenants. The Developer covenants with the Agency that until the earlier of the
Termination Date or the Expiration Date:
(a) The Developer shall timely perform or cause to be performed all of the
obligations contained herein which are the responsibility of the Developer to perform.
(b) The Developer shall assist and cooperate with the Agency to accomplish the
development of the Project by the Developer in accordance with this Agreement, and the
Project Plans and Specifications and will not violate any laws, ordinances, rules, regulations,
orders, contracts or agreements that are or will be applicable thereto, including the Plan and the
Act.
(c) Subsequent to the Effective Date, the Developer shall maintain its financial
capability to develop, construct, complete and maintain the Project and shall promptly notify the
Agency of any event, condition, occurrence, or change in its financial condition which materially
adversely affects, or with the passage of time is likely to adversely affect, the Developer's
financial capability to successfully and completely develop, construct and complete the Project
as contemplated hereby.
(d) The Developer shall promptly cause to be filed when due all federal, state, local
and foreign tax returns required to be filed by it, and shall promptly pay when due any tax
required thereby so as to avoid an uncured tax lien against the Site.
(e) Subject to and except as permitted by Section 7.01, prior to the expiration or
termination of this Agreement, the Developer shall maintain its existence, will not dissolve or
substantially dissolve all of its assets and will not consolidate with or merge into another limited
liability company, corporation, limited partnership, or other entity without the prior approval of
the Agency, unless the Developer is the surviving entity or retains a controlling interest in the
consolidated or merged entity, in which case no consent by Agency shall be required. In any
event, prior to the expiration or termination of this Agreement, the Developer, will promptly notify
the Agency of any changes to the existence or form of the corporation of Developer.
(f) The Developer shall not sell, lease, transfer or otherwise dispose of all or
substantially all its assets without adequate consideration and will otherwise take no action
which shall have the effect, singularly or in the aggregate, of rendering Developer unable to
continue to observe and perform the covenants, agreements, and conditions hereof and the
performance of all other obligations required by this Agreement.
(g) Provided all conditions precedent thereto have been satisfied or waived as
provided herein, the Developer shall design, construct and complete the Project such that it is
substantially complete as provided in this Agreement no later than the Completion Date.
7.03 Covenant: Nondiscrimination. The Developer covenants by and for itself and any
successors in interest that there shall be no discrimination against or segregation of any person
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or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or
national origin in the marketing, sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the site, nor shall the Developer itself or any person claiming under or through it
establish or permit any such practice or practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees of the Site.
ARTICLE 8. REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE AGENCY.
8.01. Representations and Warranties. The Agency represents and warrants to the
Developer that each of the following statements is currently true and accurate and agrees that
the Developer may rely on each of the following statements:
(a) The Agency is a validly existing body corporate and politic of the State of Florida,
is the duly created community redevelopment agency of the City under Part III, Chapter 163,
Florida Statutes (known as the Community Redevelopment Act of 1969), has all requisite
corporate power and authority to carry on its business as now conducted and to perform its
obligations hereunder and under each document or instrument contemplated by this Agreement
to which it is or will be a party.
(b) This Agreement and, to the extent such documents presently exist in form
accepted by the Agency and the Developer, each document contemplated or required by this
Agreement to which the Agency is or will be a party have been duly authorized by all necessary
action on the part of, and have been or will be duly executed and delivered by, the Agency, and
neither the execution and delivery thereof, nor compliance with the terms and provisions thereof
or hereof (1) requires the approval and consent of any other party, except such as have been
duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment,
governmental rule, regulation or order applicable to or binding on the Agency, (3) contravenes
or results in any breach of, or default under or, other than as contemplated by this Agreement,
results in the creation of any lien or encumbrance upon any property of the Agency under any
indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances,
resolutions or, on the date of this Agreement, any other agreement or instrument to which the
Agency is a party, specifically including any covenants of any bonds, notes, or other forms of
indebtedness of the Agency outstanding on the Effective Date.
(c) This Agreement and, to the extent such documents presently exist in form
accepted by the Agency and the Developer, each document contemplated or required by this
Agreement to which the Agency is or will be a party constitute, or when entered into will
constitute, legal, valid and binding obligations of the Agency enforceable against the Agency in
accordance with the terms thereof, except as such enforceability may be limited by public policy
or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect
creditors' rights generally and subject to usual equitable principles in the event that equitable
remedies are involved.
(d) There are no pending or threatened actions or proceedings before any court or
administrative agency against the Agency, or against any officer of the Agency, which question
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the validity of any document contemplated hereunder, or which are likely in any case, or in the
aggregate, to materially adversely affect the consummation of the transactions contemplated
hereunder or the financial condition of the Agency.
8.02. Covenants. The Agency covenants with the Developer that until the earlier of the
Termination Date or the Expiration Date:
(a) The Agency shall timely perform or cause to be performed all of the obligations
contained herein which are the responsibility of the Agency to perform.
(b) During each year that this Agreement and the obligations of the Agency under
this Agreement shall be in effect, the Agency shall cause to be executed and to continue to be
in effect those instruments, documents, certificates, permits, licenses and approvals, and shall
cause to occur those events contemplated by this Agreement that are applicable to and are the
responsibility of the Agency.
(c) The Agency shall assist and cooperate with the Developer to accomplish the
development of the Project in accordance with this Agreement and the Project Plans and
Specifications, will carry out its duties and responsibilities contemplated by this Agreement, and
will not violate any laws, ordinances, rules, regulations, orders, contracts, or agreements that
are or will be applicable thereto, and, to the extent permitted by law, the Agency will not enact or
adopt or urge or encourage the adoption of any ordinances, resolutions, rules, regulations or
orders or approve or enter into any contracts or agreements, including issuing any bonds, notes,
or other forms of indebtedness, that will result in any provision of this Agreement to be in
violation thereof.
(d) The Agency shall maintain its financial capability to carry out its responsibilities
as contemplated by this Agreement and shall notify the Developer of any event, condition,
occurrence, or change in its financial condition which adversely affects, or with the passage of
time is likely to adversely affect, the Agency's financial capability to carry out its responsibilities
contemplated hereby.
ARTICLE 9. DEFAULT; TERMINATION.
9.01. Default by Developer.
(a) Provided the Agency is not then in default of this Agreement under Section 9.02
hereof, there shall be an "event of default" by the Developer upon the occurrence of any one or
more of the following after the Effective Date:
(1) The Developer shall fail to perform or comply with any material provision
of this Agreement applicable to it within the time prescribed therefor; provided, however, that
suspension of or delay in performance by the Developer during any period in which the Agency
is in default of this Agreement as provided in Section 9.02 hereof will not constitute an event of
default by the Developer under this subsection (a); or
(2) The Developer shall make a general assignment for the benefit of its
creditors, or shall admit in writing its inability to pay its debts as they become due or shall file a
petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file a petition
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seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any present or future statute, law or regulation or shall file an answer
admitting, or shall fail reasonably to contest, the material allegations of a petition filed against it
in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any
trustee, receiver or liquidator of the Developer or any material part of such entity's properties; or
(3) Within sixty (60) days after the commencement of any proceeding by or
against the Developer seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future statute, law or regulation,
such proceeding shall not have been dismissed or otherwise terminated, or if, within sixty (60)
days after the appointment without the consent or acquiescence of the Developer of any trustee,
receiver or liquidator of any of such entities or of any material part of any of such entity's
properties, such appointment shall not have been vacated.
(b) (1) If an event of default by the Developer described in subsection (a) above
shall occur, the Agency shall provide written notice thereof to the Developer, and, if such event
of default shall not be cured by the Developer within thirty (30) days after receipt of the written
notice from the Agency specifying in reasonable detail the event of default by the Developer, or
if such event of default is of such nature that it cannot be completely cured within such time
period, then if the Agency is not then in default of this Agreement and the Developer shall not
have commenced to cure such default within such thirty (30) day period and shall not diligently
prosecute such cure to completion within such reasonable longer period of time as may be
necessary then, in addition to any remedy available under Section 9.03, the Agency may
terminate this Agreement or pursue any and all legal or equitable remedies to which the Agency
is entitled, provided, however, if the Developer shall fail to cure such event of default within said
thirty (30) day or longer period or ceases to proceed diligently to timely cure such event of
default, then the Agency may proceed to enforce other available remedies without providing any
additional notice to the Developer. The Agency shall have no obligation to make the payments
provided in Article 6 herein, while developer is in default.
(2) Any attempt by the Agency to pursue any of the above referenced
remedies will not be deemed an exclusive election of remedy or waiver of the Agency's right to
pursue any other remedy to which either may be entitled.
(3) Any time periods or deadlines provided in this Agreement shall be tolled
or extended by the amount of time to cure any event of default hereunder if such event affects
the Developer's or Agency's ability to perform by such deadline or the expiration of such period.
(c) In the event of a termination of this Agreement pursuant to this Section 9.01, the
Agency shall not be obligated to make or to continue to make any payments provided for in
Article 6.
9.02. Default by the Agency.
(a) Provided the Developer is not then in default under Section 9.01, there shall be
an "event of default" by the Agency under this Agreement in the event the Agency shall fail to
perform or comply with any material provision of this Agreement applicable to it; provided,
however, that suspension of or delay in performance by the Agency during any period in which
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the Developer is in default of this Agreement as provided in Section 9.01 hereof will not
constitute an event of default by the Agency under this subsection (a).
(b) If an event of default by the Agency described in subsection (a) shall occur, the
Developer shall provide written notice thereof to the Agency, and, after expiration of the curative
period described in paragraph (c) below, may terminate this Agreement, institute an action to
compel specific performance of the terms hereof by the Agency or pursue any and all legal or
equitable remedies to which the Developer is entitled; provided, however, if the event of default
by the Agency occurs on or prior to the Commencement Date, any monetary recovery by the
Developer in any such action shall not include any lost profits or consequential damages and
shall be limited to bona fide third-party out-of-pocket costs and expenses, including reasonable
attorneys' fees, incurred by the Developer in connection with the negotiation of this Agreement
as well as any investigation, due diligence, development, design or construction costs incurred
by the Developer in connection with the proposed acquisition and development of the Site,
unless any such default by the Agency was willful and committed in bad faith with reckless
disregard for the rights of the Developer.
(c) The Developer may not terminate this Agreement or institute an action described
in paragraph (b) above if the Agency cures such event of default within thirty (30) days after
receipt by the Agency of written notice from the Developer specifying in reasonable detail the
event of default by the Agency, or if any such event of default is of such nature that it cannot be
completely cured within such period, then within such reasonably longer period of time as may
be necessary to cure such default, provided however, if the Agency is proceeding diligently and
in good faith, the curative period shall be extended for a period of not exceeding an aggregate
of thirty (30) days without any approval or consent of the Developer being required, but such
approval will be required (and shall be given or withheld in Developer's sole discretion) if the
curative period is to be extended beyond thirty (30) days after the notice of default has been
given by the Developer to the Agency if the Agency has commenced to cure such default within
such thirty (30) day period and is diligently prosecuting such curative action to completion. The
Agency shall within said thirty (30) day period or such longer period promptly, diligently and in
good faith proceed to cure such event of default after receipt of the notice from the Developer
and shall succeed in curing such event of default within said period of time, provided, however,
if the Agency shall fail to cure such event of default within said thirty (30) day or longer period or
ceases to proceed diligently to timely cure such event of default, then the Developer may
proceed with its available remedies without providing any additional notice to the Agency.
(d) Any attempt by the Developer to pursue any of the remedies referred to in
paragraphs (a), (b), or (c) above will not be deemed an exclusive election of remedy or waiver of
the Developer's right to pursue any other remedy to which it might be entitled.
(e) Any time periods or deadlines provided in this Agreement shall be tolled or
extended by the amount of time to cure any event of default hereunder if such event affects the
Developer's or Agency's ability to perform by such deadline or the expiration of such period.
9.03. Obligations, Rights and Remedies Cumulative. Unless specifically stated herein
to the contrary, the specified rights and remedies to which either the Agency or the Developer
are entitled under this Agreement are not exclusive and are intended to be in addition to any
other remedies or means of redress to which the Agency or the Developer may lawfully be
entitled and are not specifically prohibited by this Agreement. The suspension of, or delay in,
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the performance of its obligations by the Developer, while the Agency shall at such time be in
default of their obligations hereunder shall not be deemed to be an "event of default." The
suspension of, or delay in, the performance of the obligations by the Agency while the
Developer shall at such time be in default of its obligations hereunder shall not be deemed to be
an "event of default" by the Agency.
9.04. Non-Action on Failure to Observe Provisions of this Agreement. The failure of
the Agency or the Developer to promptly or continually insist upon strict performance of any
term, covenant, condition or provision of this Agreement, or any Exhibit hereto, or any other
agreement, instrument or document of whatever form or nature contemplated hereby shall not
be deemed a waiver of any right or remedy that the Agency or the Developer may have, and
shall not be deemed a waiver of a subsequent default or nonperformance of such term,
covenant, condition or provision.
9.05. Termination.
(a) The Developer and the Agency acknowledge and agree that as of the Effective
Date certain matters mutually agreed by the parties hereto are essential to the successful
development of the Project have not been satisfied or are subject to certain conditions, legal
requirements or approvals beyond the control of any of the parties hereto or which cannot be
definitely resolved under this Agreement. In recognition of these events or conditions, the
parties hereto mutually agree that, provided the appropriate or responsible party therefor
diligently and in good faith seeks to the fullest extent of its capabilities to cause such event or
condition to occur or be satisfied, the failure of the events or conditions listed in subsection (b)
below to occur or be satisfied shall not constitute an event of default by any party under this
Article 9, but may be the basis for a termination of this Agreement as provided in this Section
9.05.
(b) In addition to any other rights of termination provided elsewhere in this
Agreement, this Agreement may be terminated as provided in subsection (c) after the
occurrence of any of the following events or conditions:
(1) All of the Site is taken by the exercise of the power of eminent domain by
a governmental authority (except the City or the Agency) or a person entitled to exercise such
power or benefiting there from, or such part of the Site is taken by the power of eminent domain
so as to render the Project commercially unfeasible or unusable for its intended uses as
contemplated by this Agreement;
(2) The appropriate governmental authority (but not including the City in
exercise of its governmental and regulatory authority and responsibility), upon petition by the
Developer, unduly delays or denies or fails to issue the Permits, issue the Building Permits, or
approve any other land use approval necessary to commence construction of the Project on the
Site;
(3) A moratorium on new construction is imposed by a governmental
authority within the City or Pinellas County so as to prevent construction of the Project to
commence;
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(4) The City or other appropriate governmental authority has issued a
concurrency compliance certificate or a reservation of services capacity as described in Section
3.05 and such certificate or reservation has been revoked, repealed, superseded, or otherwise
no longer of any effect or the Developer is unable to rely upon such certificate or reservation, if
such a certificate or reservation is required for development of the Project on the Site, and the
Developer cannot obtain a new or replacement certificate or reservation for the Project.
(5) The City approves an amendment to the Plan which is inconsistent with
the Project being located on the Site.
(c) Upon the occurrence of an event described in subsection (b), then the Developer
or the Agency may upon determining that such event cannot reasonably be expected to change
in the foreseeable future so as to allow development of the Project, may elect to terminate this
Agreement by giving a notice to the other party hereto within thirty (30) days of the occurrence
of such event or the determination of inability to cause a condition precedent to occur or be
satisfied, stating its election to terminate this Agreement as a result thereof, in which case this
Agreement shall then terminate, provided, however, only the Developer may elect to terminate
this Agreement upon the occurrence of an event described in paragraph (5).
(d) In the event of a termination pursuant to Section 9.05(b), neither the Developer
nor the Agency shall be obligated or liable one to the other in any way, financially or otherwise,
for any claim or matter arising from or as a result of this Agreement or any actions taken by the
Developer and the Agency, or any of them, hereunder or contemplated hereby, and each party
shall be responsible for its own costs.
(e) Notwithstanding anything to the contrary contained herein, in the event that any
party shall have, but shall not exercise, the right hereunder to terminate this Agreement
because of the non-satisfaction of any condition specified herein, and such condition is
subsequently satisfied, then the non-satisfaction of such condition shall no longer be the basis
for termination of this Agreement.
9.06. Termination Certificate.
(a) In the event of a termination of this Agreement as provided in 9.05 prior to the
Expiration Date, each of the parties hereto do covenant and agree with each other to promptly
execute a certificate prepared by the party electing to terminate this Agreement, which
certificate shall expressly state that this Agreement has been terminated in accordance with its
terms, is no longer of any force and effect except for those provisions hereof which expressly
survive termination, that the rights, duties and obligations of the parties hereto have been
terminated and released (subject to those surviving provisions hereof, including but not limited
to paragraph 5.06) and that the Site is no longer subject to any restrictions, limitations or
encumbrances imposed by this Agreement.
(b) The certificate described in subsection (a) shall be prepared in a form suitable for
recording and promptly after execution by all of the parties hereto shall be recorded in the public
records of Pinellas County, Florida. The cost of recording the termination certificate shall be
paid by the terminating party.
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9.07 Remedies. All remedies provided for herein and under Florida law shall be
cumulative and shall survive the technical termination of this Agreement pursuant to execution,
delivery and recordation of a Termination Certificate or otherwise hereunder.
ARTICLE 10. UNAVOIDABLE DELAY.
10.01. Unavoidable Delay.
(a) Any delay in performance of or inability to perform any obligation under this
Agreement (other than an obligation to pay money) due to any event or condition described in
paragraph (2) as an event of "Unavoidable Delay" shall be excused in the manner provided in
this Section 10.01.
(b) "Unavoidable Delay" means any of the following events or conditions or any
combination thereof: acts of God, acts of the public enemy, riot, insurrection, terrorist attack,
war, pestilence, archaeological excavations required by law, unavailability of materials after
timely ordering of same, epidemics, quarantine restrictions, freight embargoes, fire, lightning,
hurricanes, earthquakes, tornadoes, floods, extremely abnormal and excessively inclement
weather (as indicated by the records of the local weather bureau for a five-year period
preceding the Effective Date), strikes or labor disturbances, delays due to proceedings under
Chapters 73 and 74, Florida Statutes, restoration in connection with any of the foregoing or any
other cause beyond the reasonable control of the party performing the obligation in question,
including, without limitation, such causes as may arise from the act of the other party to this
Agreement, or acts of any governmental authority (except that acts of the Agency shall not
constitute an Unavoidable Delay with respect to performance by the Agency).
(c) An application by any party hereto (referred to in this paragraph (c) and in
paragraph (d) as the "Applicant") for an extension of time pursuant to subsection (a) must be in
writing, must set forth in detail the reasons and causes of delay, and must be filed with the other
party to this Agreement within thirty (30) days following the occurrence of the event or condition
causing the Unavoidable Delay or thirty (30) days following the Applicant becoming aware (or
with the exercise of reasonable diligence should have become aware) of such occurrence.
(d) The Applicant shall be entitled to an extension of time for an Unavoidable Delay
only for the number of days of delay due solely to the occurrence of the event or condition
causing such Unavoidable Delay and only to the extent that any such occurrence actually
delays that party from proceeding with its rights, duties and obligations under this Agreement
affected by such occurrence.
ARTICLE 11. MISCELLANEOUS.
11.01. Assignments.
(a) (1) Prior to the earlier of the Termination Date or the Expiration Date, the
Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest
and obligations in and to the Project, or any part thereof to any person with the prior written
consent of the Agency, provided that such party (hereinafter referred to as the "assignee"), to
the extent of the sale, conveyance, assignment or other disposition by the Developer to the
assignee, shall be bound by the terms of this Agreement the same as the Developer for such
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part of the Project as is subject to such sale, conveyance, assignment or other disposition,
except for the sale of a condominium in the ordinary course of business.
(2) If the assignee of Developer's right, title, interest and obligations in and to
the Project, or any part thereof, assumes all of Developer's obligations hereunder for the
Project, or that part subject to such sale, conveyance, assignment or other disposition, then the
Developer shall be released from all such obligations hereunder which have been so assumed
by the assignee, and the Agency agrees to execute an instrument evidencing such release,
which shall be in recordable form.
(b) An assignment of the Project, or any part thereof, by the Developer to any
corporation, limited partnership, general partnership, or joint venture, in which the Developer is
the or a general partner or has either the controlling interest or through a joint venture or other
arrangement shares equal management rights with a financial institution and maintains such
controlling interest or equal management rights for the term of this Agreement shall not be
deemed an assignment or transfer subject to any restriction on or approvals of assignments or
transfers imposed by this Section 11.01, provided, however, that notice of such assignment
shall be given by the Developer to the Agency no less than thirty (30) days prior to such
assignment being effective and the assignee shall be bound by the terms of this Agreement to
the same extent as would the Developer in the absence of such assignment. If the Developer
shall at any time withdraw or be replaced as a general partner or no longer have the controlling
interest or management rights as described in this subsection, then that event shall constitute
an assignment of the Developer's right, title, interest or obligations under this Agreement for
purposes of this Section 11.01 and the prior approval of the Agency shall be obtained before
such an event shall be effective.
11.02. Successors and Assigns. The terms herein contained shall bind and inure to the
benefit of the Agency, and its successors and assigns, and the Developer, and its successors
and assigns, except as may otherwise be specifically provided herein.
11.03. Notices.
(a) All notices, demands, requests for approvals or other communications given by
either party to another shall be in writing, and shall be sent by registered or certified mail,
postage prepaid, return receipt requested or by overnight courier service, facsimile
transmission, or by hand delivery to the office for each party indicated below and addressed as
follows:
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To the Developer:
Kevin Burke
Mainstreet Clearwater Development,
400 Cleveland St., Suite 200
Clearwater, FL 33755
Attention:
FAX # (727)
with copies to:
Andrea E. Zelman, Esquire and
Dale M. Vash, Esquire
Fowler White Boggs P.A., Suite 1700
Tampa, Florida 33602
FAX# (813) 229-8313
with copies to:
City of Clearwater
112 S. Osceola Avenue
Clearwater, FL 33756
Attention: City Attorney
FAX # (727) 562-4021
(b) Notices given by courier service or by hand delivery shall be effective upon
delivery and notices given by mail shall be effective on the third (3rd) business day after mailing.
Refusal by any person to accept delivery of any notice delivered to the office at the address
indicated above (or as it may be changed) shall be deemed to have been an effective delivery
as provided in this Section 11.03. The addresses to which notices are to be sent may be
changed from time to time by written notice delivered to the other parties and such notices shall
be effective upon receipt. Until notice of change of address is received as to any particular
party hereto, all other parties may rely upon the last address given.
11.04. Severability. If any term, provision or condition contained this Agreement shall,
to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the
application of such term, provision or condition to persons or circumstances other than those in
respect of which it is invalid or unenforceable, shall not be affected thereby, and each term,
provision and condition of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
11.05. Applicable Law and Construction. The laws of the State of Florida shall govern
the validity, performance and enforcement of this Agreement. This Agreement has been
negotiated by the Agency and the Developer, and the Agreement, including, without limitation,
the Exhibits, shall not be deemed to have been prepared by the Agency or the Developer, but
by all equally.
11.06. Venue; Submission to Jurisdiction.
(a) For purposes of any suit, action, or other proceeding arising out of or relating to
this Agreement, the parties hereto do acknowledge, consent, and agree that venue thereof is
Pinellas County, Florida.
21
To the Agency:
LLC Community Redevelopment Agency of
the City of Clearwater
112 S. Osceola Avenue
Clearwater, FL 33756
Attention: Rod Irwin
FAX # (727)
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(b) Each party to this Agreement hereby submits to the jurisdiction of the State of
Florida, Pinellas County and the courts thereof and to the jurisdiction of the United States
District Court for the Middle District of Florida, for the purposes of any suit, action, or other
proceeding arising out of or relating to this Agreement and hereby agrees not to assert by way
of a motion as a defense or otherwise that such action is brought in an inconvenient forum or
that the venue of such action is improper or that the subject matter thereof may not be enforced
in or by such courts.
(c) If at any time during the term of this Agreement the Developer is not a resident of
the State of Florida or has no office, employee, agency or general partner thereof available for
service of process as a resident of the State of Florida, or if any permitted assignee thereof shall
be a foreign corporation, partnership or other entity or shall have no officer, employee, agent, or
general partner available for service of process in the State of Florida, the Developer hereby
designates the Secretary of State, State of Florida, its agent for the service of process in any
court action between it and the Agency arising out of or relating to this Agreement and such
service shall be made as provided by the laws of the State of Florida for service upon a
non-resident; provided, however, that at the time of service on the Florida Secretary of State, a
copy of such service shall be delivered to the Developer at the address for notices as provided
in Section 11.03.
11.07. Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement.
The Developer and the Agency acknowledge, agree and represent that this Agreement,
including, without limitation, any of the Exhibits, is not a development agreement as described in
Sections 19-31, Chapter 86-191, Laws of Florida, codified as Sections 163.3220-163.3243,
Florida Statutes.
11.08. Estoppel Certificates. The Developer and the Agency shall at any time and from
time to time, upon not less than ten (10) days prior notice by another party hereto, execute,
acknowledge and deliver to the other parties a statement in recordable form certifying that this
Agreement has not been modified and is in full force and effect (or if there have been
modifications that the said Agreement as modified is in full force and effect and setting forth a
notation of such modifications), and that to the knowledge of such party, neither it nor any other
party is then in default hereof (or if another party is then in default hereof, stating the nature and
details of such default), it being intended that any such statement delivered pursuant to this
Section 11.08 may be relied upon by any prospective purchaser, mortgagee, successor,
assignee of any mortgage or assignee of the respective interest in the Project, if any, of any
party made in accordance with the provisions of this Agreement.
11.09. Complete Agreement; Amendments.
(a) This Agreement, and all the terms and provisions contained herein, including
without limitation the Exhibits hereto, constitute the full and complete agreement between the
parties hereto to the date hereof, and supersedes and controls over any and all prior
agreements, understandings, representations, correspondence and statements whether written
or oral, including the RFP and the Proposal.
(b) Any provisions of this Agreement shall be read and applied in para materia with
all other provisions hereof.
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(c) This Agreement cannot be changed or revised except by written amendment
signed by all parties hereto.
11.10. Captions. The article and section headings and captions of this Agreement and
the table of contents preceding this Agreement are for convenience and reference only and in
no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any
way affect this Agreement or construe any article, section, subsection, paragraph or provision
hereof.
11.11. Holidays. It is hereby agreed and declared that whenever a notice or
performance under the terms of this Agreement is to be made or given on a Saturday or Sunday
or on a legal holiday observed in the City, it shall be postponed to the next following business
day.
11.12. Exhibits. Each Exhibit referred to and attached to this Agreement is an essential
part of this Agreement. The Exhibits and any amendments or revisions thereto, even if not
physically attached hereto shall be treated as if they are part of this Agreement.
11.13. No Brokers. The Agency and the Developer hereby represent, agree and
acknowledge that no real estate broker or other person is entitled to claim or to be paid a
commission as a result of the execution and delivery of this Agreement, including any of the
Exhibits, or any proposed improvement, use, disposition, lease, conveyance or acquisition of
any or all of the Site.
11.14. Not an Agent. During the term of this Agreement, the Developer hereunder shall
not be an agent of the City or the Agency, with respect to any and all services to be performed
by the Developer (and any of its agents, assigns, or successors) with respect to the Project, and
the Agency is not an agent of the Developer (and any of its agents, assigns, or successors).
11.15. Memorandum of Development Agreement. The Agency and the Developer
agree to execute, in recordable form, on the Effective Date, the short form "Memorandum of
Agreement for Development," the form of which is attached hereto as Exhibit D , and agree,
authorize and hereby direct such Memorandum to be recorded in the public records of Pinellas
County, Florida, as soon as possible after execution thereof. The Agency shall pay the cost of
such recording.
11.16. Public Purpose. The parties acknowledge and agree that this Agreement
satisfies, fulfills and is pursuant to and for a public purpose and municipal purpose and is in the
public interest, and is a proper exercise of the Agency's power and authority under the Act.
11.17. No General Obligation. In no event shall any obligation of the Agency under this
Agreement be or constitute a general obligation or indebtedness of the City or the Agency, a
pledge of the ad valorem taxing power of the City or the Agency or a general obligation or
indebtedness of the City or the Agency within the meaning of the Constitution of the State of
Florida or any other applicable laws, but shall be payable solely from legally available revenues
and funds. Neither the Developer nor any other party under or beneficiary of this Agreement
shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the
Agency or any other governmental entity or taxation in any form on any real or personal
property to pay the City's or the Agency's obligations or undertakings hereunder.
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11.18. Technical Amendments. In the event that due to minor inaccuracies contained
herein or any Exhibit attached hereto or any other agreement contemplated hereby, or due to
changes resulting from technical matters arising during the term of this Agreement, the parties
agree that amendments to this Agreement required due to such inaccuracies, unforeseen
events or circumstances which do not change the substance of this Agreement may be made
and incorporated herein. The Chairman of the Agency is authorized to approve such technical
amendments on behalf of the Agency, respectively, and is authorized to execute any required
instruments, to make and incorporate such amendment to this Agreement or any Exhibit
attached hereto or any other agreement contemplated hereby.
11.19. Term; Expiration; Certificate.
(a) If not earlier terminated as provided in Section 9.05, the term of this Agreement
shall expire and this Agreement shall no longer be of any force and effect (except for those
matters which specifically survive such expiration) on the tenth (10th) anniversary of the
Effective Date.
(b) Upon completion of the term of this Agreement, all parties hereto shall execute
the Agreement Expiration Certificate. The Agreement Expiration Certificate shall constitute (and
it shall be so provided in the certificate) a conclusive determination of satisfactory completion of
all obligations hereunder and the expiration of this Agreement.
(c) The Agreement Expiration Certificate shall be in such form as will enable it to be
recorded in the public records of Pinellas County, Florida. Following execution by all of the
parties hereto, the Agreement Expiration Certificate shall promptly be recorded by the
Developer in the public records of Pinellas County, Florida, and the Developer shall pay the cost
of such recording.
11.20. Effective Date. Following execution of this Agreement (and such of the Exhibits
as are contemplated to be executed simultaneously with this Agreement) by the authorized
officers of the Agency and by authorized representatives of the Developer following approval
hereof by the Agency and the Developer, this Agreement (and any executed Exhibits) shall be
in full force and effect in accordance with its terms and upon the recording of the Memorandum
of Development Agreement as contemplated by Section 11.15 hereof.
IN WITNESS WHEREOF, the parties hereto have set their hands and their respective
seals affixed as of this day of 12010.
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA
By:
Frank V. Hibbard
Chairperson
Approved as to form: Attest:
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Pamela K. Akin Cynthia E. Goudeau
City Attorney City Clerk
Witnesses: MAINSTREET CLEARWATER DEVELOPMENT, LLC,
a Florida limited liability company
By:
Kevin Burke, its Managing Member
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this day of
2010 by Kevin Burke, Managing Member of Mainstreet Clearwater
Development, LLC, a Florida limited liability company and on behalf of said company. They are
personally known to me or have produced a valid driver's license as identification.
(SEAL)
Printed/Typed Name:
Notary Public-State of Florida
Commission Number:
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EXHIBIT A
LEGAL DESCRIPTION
[TO BE FURNISHED]
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LIST OF EXHIBITS
EXHIBIT A -- Legal Description
EXHIBIT B -- Site Plan
EXHIBIT C -- Performance Mortgage
EXHIBIT D -- Memorandum of Agreement for Development
EXHIBIT E -- Agreement Expiration Certificate
EXHIBIT F -- Agreement Termination Certificate
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PREPARED BY AND RETURN TO:
Dale M. Vash, Esquire
Fowler White Boggs P.A.
501 E. Kennedy Blvd., Suite 1700
Tampa, Florida 33602
NO DOCUMENTARY STAMP TAXES ARE DUE ON THIS MORTGAGE BECAUSE IT
SECURES THE PERFORMANCE OF AN OBLIGATION, NOT THE PAYMENT OF
MONEY.
PERFORMANCE MORTGAGE
THIS PERFORMANCE MORTGAGE, made and entered into this day of
, 2010, between MAINSTREET CLEARWATER DEVELOPMENT, LLC.,
a Florida limited liability company, hereinafter referred to as "Mortgagor", whose mailing
address is: 400 Cleveland Street, Suite 200, Clearwater, Florida 33755, and COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public
body corporate and politic of the State of Florida created pursuant to Part 111, Chapter 163,
Florida Statutes, hereinafter referred to as "Mortgagee", whose mailing address is: 112 S.
Osceola Avenue, Clearwater, FL 33756,
WITNESSETH:
WHEREAS, Mortgagor and Mortgagee entered into that certain Development Agreement
dated , 2010, [the "Agreement'], a memorandum of which Agreement is
to be recorded simultaneously herewith, wherein it is agreed that the Mortgagor has certain
development obligations as to that certain land situate in Pinellas County, Florida, as described in
Exhibit "A" attached hereto; and
WHEREAS, until the Termination Date or Expiration Date of the Agreement, it is the
intention by virtue of this Mortgage to secure the full performance by the Mortgagor, in
accordance with the said Agreement and proper application of all credits and fees applicable or
payable under said Agreement in the amount of fifty-thousand dollars ($50,000.00); it is
NOW, THEREFORE, to secure the performance and observance by Mortgagor of all
covenants and conditions in the Agreement and in this Mortgage and in all other instruments
securing the Agreement, and in order to charge the properties, interest and rights hereinafter
described with such payment, performance and observance and for and in consideration of the
sum of One Dollar ($1.00) paid by Mortgagee to Mortgagor this date, and for other valuable
considerations as provided in the Agreement, the receipt of which is acknowledged, Mortgagor
does hereby grant, bargain, sell, alien, remise, release, convey, assign, transfer, mortgage,
hypothecate, pledge, deliver, set over, warrant and confirm unto Mortgagee, its successors and
assigns forever, the property described in Exhibit "A" attached hereto and made a part hereof by
reference and situated in Pinellas County, Florida.
1 Item # 5
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TOGETHER with all buildings, structures and improvements of every nature whatsoever
now or hereafter situated on the land, and all fixtures, machinery, appliances, equipment,
furniture, and personal property of every nature whatsoever now or hereafter owned by
Mortgagor and located in or on, or attached to, or used or intended to be used in connection with
or without the operation of, the land, buildings, structures or other improvements, and owned by
Mortgagor, including all extensions, additions, improvements, betterments, renewals,
substitutions, and replacements to any of the foregoing and all of the right, title and interest of
mortgagor in and to any such personal property or fixtures.
TOGETHER with all easements, rights of way, streets, ways, alleys, passages, sewer
rights, waters, water courses, water rights and powers, and all tenements, hereditaments and
appurtenances whatsoever, in any way belonging, relating or appertaining to any of the property
hereinabove described, or which hereafter shall in any way belong, relate or be appurtenant
thereto, whether now owned or hereafter acquired by Mortgagor, and the reversion and rever-
sions, remainder and remainders, and all the estate, right, title, interest, property, possession,
claim and demand whatsoever, at law as well as in equity, of Mortgagor of, in and to the same.
TOGETHER with all rents, royalties, issues, profits, revenue, income and other benefits
from the property described herein, to be applied against the indebtedness and other sums
secured hereby, provided, however, that permission is hereby given to Mortgagor so long as no
default has occurred hereunder, to collect, receive, take, use and enjoy such rents, royalties,
issues, profits, revenue, income and other benefits as they become due and payable, but not in
advance thereof. The foregoing assignment shall be fully operative without any further action on
the part of either party and specifically Mortgagee shall be entitled, at its option, upon the
occurrence of a default hereunder, to all rents, royalties, issues, profits, revenue, income, and
other benefits from the property whether or not Mortgagee takes possession of the property.
Upon any such default hereunder, the permission hereby given to Mortgagor to collect such
rents, royalties, issues, profits, revenue, income and other benefits from the property shall termi-
nate and such permission shall not be reinstated upon a cure of the default without Mortgagee's
specific consent. Neither the exercise of any rights under this paragraph by Mortgagee nor the
application of any such rents, royalties, issues, profits, revenue, income or other benefits to the
indebtedness and other sums secured hereby, shall cure or waive any default or notice of default
hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be
cumulative of all other rights and remedies.
TOGETHER with a security interest in all articles of personal property and all materials
delivered to the property described herein for use in any construction being conducted thereon,
and owned by Mortgagor, and all contract rights, general intangibles, actions and rights in action,
including all rights to insurance proceeds, and all proceeds, products, replacements, additions,
substitutions, renewals and accessions of any of the foregoing. This Mortgage is a self-operative
security agreement with respect to such property, but Mortgagor agrees to execute and deliver on
demand such other security agreements, financing statements and other instruments as
Mortgagee may request in order to perfect its security interest or to impose the lien hereof more
specifically upon any of such property. Mortgagee shall have all the rights and remedies in
addition to those specified herein of a secured party under the Uniform Commercial Code of
Florida.
2 Item # 5
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ALL OF WHICH real and personal property, rights and intangibles are herein referred to
as the "Mortgaged Property".
TO HAVE AND TO HOLD the Mortgaged Property and all parts thereof unto
Mortgagee, its successors and assigns, to its own property use and benefit forever, subject,
however, to the terms and conditions herein.
PROVIDED ALWAYS, that if all obligations are timely performed and the warranties
and conditions of this Mortgage are complied with, this Mortgage shall be null and void, and so
long as Mortgagor is not in default under the Agreement, it shall be entitled to the full benefit of
its contract rights under said Agreement.
Mortgagor covenants and agrees with Mortgagee as follows:
ARTICLE ONE
COVENANTS OF MORTGAGOR
1.01 Performance of Agreement, Mortgage. Mortgagor shall perform, observe and
comply with all provisions hereof, of the Agreement and of every other instrument securing the
Agreement.
1.02 Warranty of Title. Mortgagor covenants and warrants that it is seized of an
indefeasible estate in fee simple in the real property hereby mortgaged, has good and absolute
title to all existing personal property hereby mortgaged or made subject to the security interest
hereby created and has good right, full power and lawful authority to convey, mortgage and
encumber the same as provided herein; that Mortgagee may at all times peaceably and quietly
enter upon, hold, occupy and enjoy the real property hereby mortgaged and every part thereof,
that the real property and all existing personal property hereby mortgaged or made subject to the
security interest hereby created is free and clear of all liens, security interests, charges and
encumbrances whatsoever, except for easements of record and the lien for property taxes not yet
due and payable and any mortgage described in Section 3.01 below. Mortgagor shall and will
make such further assurances to perfect Mortgagee's fee simple title to the real property hereby
mortgaged, and the title to the personal property hereby mortgaged or made subject to the securi-
ty interest hereby created as may reasonably be required. Except as herein provided, Mortgagor
fully warrants the title to the real property and all existing personal property hereby mortgaged or
made subject to the security interest hereby created, and every part hereof, and will forever
defend the same against the claims of all persons whomsoever.
1.03 Taxes and Liens.
A. Mortgagor shall pay promptly, when and as due, and shall promptly exhibit to
Mortgagee receipts for the payment of, all taxes, assessments, rates, dues, charges, fees, levies,
fines, impositions, liens, liabilities, obligations and encumbrances of every kind whatsoever now
or hereafter imposed, levied or assessed upon or against the Mortgaged Property or any part
thereof, and any charge which, if unpaid, would become a lien or charge upon the Mortgaged
Property prior to or equal to the lien of this mortgage, before they become delinquent and before
any interest attaches or any penalty is incurred.
3 Item # 5
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B. Mortgagor shall not permit or suffer any mechanics', laborers', materialmen's,
statutory or other lien which might or could be prior or equal to the lien of this Mortgage to be
created or to remain a lien upon any of the Mortgaged Property.
1.04 Insurance.
A. Mortgagor shall at its sole expense obtain for, deliver to and maintain for the
benefit of Mortgagee, during the life of this Mortgage, insurance policies in such amounts as
Mortgagee may require, insuring the Mortgaged Property against fire, flood, extended coverage,
and such other insurable hazards, casualties, contingencies and public liability insurance, as
Mortgagee may require, and shall pay promptly, when due, any premiums on such insurance
policies and on any renewals thereof. The form of such policies and the companies issuing them
shall be acceptable to Mortgagee. All such policies and renewals thereof shall be held by
Mortgagee and shall contain a non-contributory mortgagee endorsement making losses payable
to Mortgagee subject to the rights of any mortgagee described in Section 3.01 below. The
coverage under such policies shall be limited to the improvements now or hereafter located on
the Mortgaged Property. At least fifteen (15) days prior to the expiration date of all such
policies, renewals thereof satisfactory to Mortgagee shall be delivered to Mortgagee, Mortgagor
shall deliver to Mortgagee receipts evidencing the payment of all premiums on such insurance
policies and renewals. Delivery of the insurance policies and renewals thereof shall constitute an
assignment to Mortgagee, as further security, of all unearned premiums. In the event of loss,
Mortgagor will give immediate written notice to Mortgagee and Mortgagee may make proof of
loss if not made promptly by Mortgagor. In the event of the foreclosure of this Mortgage or any
other transfer of title to the Mortgaged Property in extinguishment of the indebtedness and other
sums secured hereby, all right, title and interest of Mortgagor in and to all insurance policies and
renewals thereof then in force shall pass to the purchaser or grantee.
B. Mortgagor hereby assigns to Mortgagee all proceeds from any insurance policies,
and Mortgagee is hereby authorized and empowered, at its option, to adjust or compromise any
loss under any insurance policies on the Mortgaged Property, and to collect and receive the
proceeds from any such policy or policies. Each insurance company is hereby authorized and
directed to make payment for all such losses directly to Mortgagee alone, and not to Mortgagor
and Mortgagee jointly. After deducting from such insurance proceeds any expenses incurred by
Mortgagee in the collection or handling of such funds, Mortgagee may apply the net proceeds, at
its option, either toward restoring the improvements or as a credit on any portion of the
indebtedness and other sums secured hereby, whether then matured or to mature in the future, or
at the option of Mortgagee such sums either wholly or in part may be paid over to the Mortgagor
to be used to repair such improvements or to build new improvements in their place or for any
other purpose or object satisfactory to Mortgagee, without affecting the lien of this Mortgage for
the full amount secured hereby before such payment took place. Mortgagee shall not be
responsible for any failure to collect any insurance proceeds due under the terms of any policy
regardless of the cause of such failure. Notwithstanding anything in the foregoing to the
contrary, the rights of Mortgagee under this Subsection B shall be subject and subordinate to the
rights of any mortgagee described in Section 3.01 below.
C. Mortgagor shall at its sole expense obtain for, deliver to and maintain for the
benefit of Mortgagee, during the life of this Mortgage, liability insurance policies relating to the
4 Item # 5
Attachment number 4
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Mortgaged Property, in such amounts, with such companies and in such form as may be required
by Mortgagee. Mortgagee may require such policies to contain an endorsement, in form satis-
factory to Mortgagee, naming Mortgagee as an additional insured thereunder. Mortgagor shall
pay promptly, when due, any premiums on such insurance policies and renewals thereof.
D. In the event of a foreclosure of this Mortgage, the purchaser of the Mortgaged
Property shall succeed to all the rights of Mortgagor, including any right to unearned premiums,
in and to all policies of insurance assigned and delivered to Mortgagee, with respect to all
property herein encumbered.
E. Subject to the rights of any mortgagee described in Section 3.01 below,
Mortgagee may, at its option, direct the payment of the insurance proceeds into an escrow
account at a bank, title insurance company or law firm designated by Mortgagee to be held for
the benefit of the Mortgagor and Mortgagee during the re-building of the Mortgaged Property
and shall be released by Mortgagee upon the approval of the inspecting architect or engineer that
the Mortgaged Property has been restored to the condition it was prior to the loss. In the event
additional financing is necessary to meet the requirements of any general contract which might
be used to effect such reconstruction, then the Mortgagor shall place said additional funds into
the escrow account.
1.05 INTENTIONALLY DELETED.
1.06 Condemnation. If all or a material part (which determination shall be made by
Mortgagee in its sole and absolute discretion) of the Mortgaged Property shall be damaged or
taken through condemnation (which term when used herein shall include any damage or taking
by any governmental authority or any other authority authorized by the laws of the State of
Florida or the United States of America to so damage or take, and any transfer by private sale in
lieu thereof), either temporarily or permanently, at the option of Mortgagee, Mortgagor shall be
deemed in default hereunder. Mortgagee shall be entitled to all compensation awards, damages,
claims, rights of action and proceeds of, or on account of, any damage or taking through
condemnation and is hereby authorized, at its option, to commence, appear in and prosecute, in
its own or Mortgagor's name, any action or proceeding relating to any condemnation, and to
settle or compromise any claim in connection therewith. All such compensation awards,
damages, claims, rights of action and proceeds, and any other payments or relief, and the right
thereto, are hereby assigned by Mortgagor to Mortgagee, which, after deducting therefrom all its
expenses, including, without limitation, attorneys' fees, may release any monies so received by it
without affecting the lien of this Mortgage or may apply the same, in such manner as Mortgagee
shall determine, to the reduction of the sums secured hereby and to any prepayment charge
provided in the Agreement, this Mortgage or other instrument securing the Agreement. Any
balance of such monies then remaining shall be paid to Mortgagor. Mortgagor agrees to execute
such further assignments of any compensation, awards, damages, claims, rights of action and
proceeds as Mortgagee may require. Notwithstanding anything in the foregoing to the contrary,
the rights of the Mortgagee under this Section 1.06 shall be subject and subordinate to the rights
of any mortgagee described in Section 3.01 below.
5 Item # 5
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1.07 Care of Property.
A. Mortgagor shall preserve and maintain the Mortgaged Property in good condition
and repair. Except as contemplated and permitted elsewhere in this mortgage, Mortgagor shall
not remove, demolish, alter or change the use of any structure or other improvement presently or
hereafter on that portion of the Mortgaged Property described as the Project in the Agreement
without the prior written consent of Mortgagee, nor permit, commit or suffer any waste,
impairment or deterioration of the Mortgaged Property or of any part thereof, and will not take
any action which will increase the risk of fire or other hazard to the Mortgaged Property or to
any part thereof.
B. Mortgagee may enter upon and inspect the Mortgaged Property at any reasonable
time during the life of this Mortgage.
C. Mortgagor will promptly comply with all present and future laws, ordinances,
rules and regulations of any governmental authority affecting the Mortgaged Property or any part
thereof.
1.08 Transfer of Property Title. If all or any part of the Mortgaged Property or any
interest therein is sold or transferred by Mortgagor without Mortgagee's prior written consent,
excluding (a) the creation of a lien or encumbrance subordinate to this mortgage, (b) the creation
of a purchase money security interest for appliances, fixtures or equipment, (c) a transfer by
devise, descent or by operation of law upon the death of a joint tenant, (d) the grant of any
leasehold interest of ten (10) years or less not containing an option to purchase, or (e) the
refinancing of any mortgage described in Section 3.01 below in an amount not to exceed the loan
amount described in Section 3.01 below. Mortgagee may, at Mortgagee's option, declare a
default hereunder. Mortgagee shall have waived such option to accelerate if, prior to the sale or
transfer, Mortgagee and the person to whom the mortgaged property is to be sold or transferred
reach agreement in writing that the credit of such person is satisfactory to Mortgagee and that the
interest payment on the sums secured by this mortgage shall be at such rate as Mortgagee shall
request.
1.09 Further Assurances. At any time and from time to time, upon Mortgagee's
request, Mortgagor shall make, execute and deliver or cause to be made, executed and delivered
to Mortgagee any and all such further mortgages, instruments of further assurance, certificates,
updated financial statements and secure financial information and any other documents as
Mortgagee may consider necessary or desirable in order to effectuate, complete or perfect, or to
continue and preserve the obligations of Mortgagor under the Agreement and this Mortgage, and
the lien of this Mortgage as a valid and existing lien upon all of the Mortgaged Property, whether
now owned or hereafter acquired by Mortgagor. Upon any failure by Mortgagor to do so,
Mortgagee may make, execute, record, file, re-record or refile any and all such mortgages,
instruments, certificates and documents for and in the name of Mortgagor, and Mortgagor hereby
irrevocably appoints Mortgagee the agent and attorney-in-fact of Mortgagor to do so. Mortgagor
shall promptly deliver to Mortgagee receipts showing payment in full of all of the above items
which are not paid from the escrow account, if any, herein established.
1.10 INTENTIONALLY DELETED
6 Item # 5
Attachment number 4
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1.11 After Acquired Property. The lien of this Mortgage will automatically attach,
without further act, to all after acquired property located in or on, or attached to, or used or
intended to be used in connection with or with the operation of, the Mortgaged Property or any
part thereof.
1.12 Expenses. Mortgagor shall pay or reimburse Mortgagee for all costs, charges and
expenses, including reasonable attorneys' fees and disbursements and costs incurred or paid by
Mortgagee in any threatened, pending or completed action, proceeding or dispute in which
Mortgagee is or might be made a party or appears as a party plaintiff or party defendant and
which affects or might affect the Agreement, this Mortgage or any other instrument securing the
Agreement, or the Mortgaged Property or any part thereof, or the interests of Mortgagor or
Mortgagee therein, including but not limited to the foreclosure of this Mortgage, condemnation
involving all or part of the Mortgaged Property or any action to protect the security hereof,
including all appellate proceedings in connection with or arising out of any of the foregoing. All
costs, charges and expenses so incurred or paid by Mortgagee shall become due and payable
immediately, whether or not there be notice, demand, attempt to collect or suit pending. The
amounts so incurred or paid by Mortgagee, together with interest thereon at the Default Rate as
hereinafter defined from the date incurred until paid by Mortgagor, shall be secured by the lien
of this mortgage.
1.13 Performance of Defaults. If Mortgagor defaults in the payment of any tax,
assessment, encumbrance or other imposition, in its obligation to furnish insurance hereunder or
in the performance or observation of any other covenant, condition or term in this Mortgage or in
any other instrument securing the Agreement, Mortgagee may at its option perform, correct or
observe the same, and all payments made (whether such payments are regular or accelerated
payments) and costs and expenses incurred or paid by Mortgagee in connection therewith shall
become due and payable immediately, whether or not there be notice or demand. The amounts
so incurred or paid by Mortgagee, together with interest thereon at the Default Rate as
hereinafter defined from the date incurred until paid by Mortgagor, shall be secured by the lien
of this Mortgage. Nothing contained herein shall be construed as requiring Mortgagee to
advance or expend monies for any purpose mentioned in this paragraph, or for any other
purpose. Mortgagee is hereby empowered to enter and to authorize others to enter upon the
Mortgaged Property or any part thereof for the purpose of performing or observing any such
defaulted covenant, condition or term, without thereby becoming liable to Mortgagor or any
person in possession holding under Mortgagor.
1.14 Estoppel Affidavits. Either Mortgagor or Mortgagee within ten (10) days after
written request from the other shall furnish a written statement, duly acknowledged, setting forth
the ongoing or unmet obligations under the Agreement, and any other unpaid sums secured
hereby, and whether or not any offsets or defenses exist.
ARTICLE TWO
DEFAULTS
2.01 Event of Default. The term default, wherever used in this Mortgage, shall mean
any one or more of the following events:
7 Item # 5
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A. Breach of or failure by Mortgagor to duly keep, perform and observe any other
covenant, condition or agreement in the Agreement, this Mortgage, any other instrument
securing the Agreement or any other instrument collateral to the Agreement or executed in
connection with the sums secured hereby.
B. If the Mortgagor at any time shall: (i) file a voluntary petition in bankruptcy, or
(ii) be adjudicated as bankrupt or insolvent, or (iii) seek or consent to or acquiesce in the appoint-
ment of a trustee, receiver, master or liquidator of all or any substantial part of the Mortgaged
Property or of any or all of the rents, revenues, issues, earnings, profits or income thereof, or (iv)
make any general assignment for the benefit of creditors; or make an admission in writing of its
inability to pay its debts generally as they become due; or (v) if a court of competent jurisdiction
enters an order, judgment or decree approving a petition filed against Mortgagor seeking any
arrangement, composition, readjustment, liquidation, or similar relief under any present or future
federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief
for debtors.
C. Material breach of any warranty or material untruth of any representation of
Mortgagor contained in the Agreement, this Mortgage or any other instrument securing the
Agreement.
D. Should foreclosure proceedings (whether judicial or otherwise) be instituted on
any mortgage or any junior lien of any kind secured by any portion of the Mortgaged Property,
and not be terminated within forty-five (45) days.
E. Should Mortgagor default in any other loan from Mortgagee to Mortgagor.
F. Except for sale of portions of the Mortgaged Property made in the ordinary course
of business for which a partial release or consent is obtained, should Mortgagor encumber, sell or
otherwise dispose of the Mortgaged Property, or any part or interest thereof, without the consent
in writing of the Mortgagee.
2.02 Mortgagee's Power of Enforcement. If an event of default shall have occurred,
Mortgagee may, either with or without entry or taking possession as hereinabove provided or
otherwise, proceed by suit or suits at law or in equity or by any other appropriate proceeding or
remedy; (a) to enforce the Agreement or the performance of any term hereof or any other right;
(b) to foreclose this Mortgage and to sell, as an entirety or in separate lots or parcels, the
Mortgaged Property, under the judgment or decree of a court or courts of competent jurisdiction;
or (c) to pursue any other remedy available to it. Mortgagee may take action either by such
proceedings or by the exercise of its powers with respect to entry or taking possession, or both,
as the Mortgagee may determine.
2.03 Receiver. If an event of default shall have occurred, Mortgagee, to the extent
permitted by law and without regard to the value or occupancy of the security, shall be entitled as
a matter of right if it so elects to the appointment of a receiver to enter upon and take possession
of the Mortgaged Property and to collect all rents, revenues, issues, income, products and profits
thereof and apply the same as the court may direct. The receiver shall have all rights and powers
permitted under the laws of the State of Florida and such other powers as the court making such
8 Item # 5
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appointment shall confer. The expenses, including receiver's fees, attorney's fees, costs and
agent's compensation, incurred pursuant to the powers herein contained shall be secured by this
Mortgage. The right to enter and take possession of and to manage and operate the Mortgaged
Property, and to collect the rents, issues and profits thereof, whether by a receiver or otherwise,
shall be cumulative to any other right or remedy hereunder or afforded by law, and may be
exercised concurrently therewith or independently thereof. Mortgagee shall be liable to account
only for such rents, issues and profits as are actually received by Mortgagee.
2.04 Deficiency. In case of a foreclosure sale of all or any part of the Mortgaged
Property and of the application of the proceeds of sale Mortgagee shall be entitled to enforce
payment of and to receive any and all amounts due as a result of Mortgagor's default as defined
in Section 2.01 of this Mortgage and to recover judgment for any portion thereof remaining
unpaid, with interest. Mortgagor hereby agrees, to the extent permitted by law, that no recovery
of any such judgment by Mortgagee and no attachment or levy of any execution upon any of the
Mortgaged Property or and other property shall in any way affect the lien of this Mortgage upon
the Mortgaged Property or any part thereof, or any lien, rights, powers or remedies of Mortgagee
hereunder, but such lien, rights, powers and remedies shall continue unimpaired as before.
2.05 Delay or Omission No Waiver. No delay or omission of Mortgagee or any holder
or the Agreement to exercise any right, power or remedy accruing upon any event of default
shall exhaust any such event of default or to constitute acquiescence therein. Every right, power
and remedy given to Mortgagee may be exercised from time to time and as often as may be
deemed expedient by Mortgagee.
2.06 No Waiver of One Default to Affect Another. No waiver of any event of default
hereunder shall extend to or affect any subsequent or any other event of default then existing, or
impair any rights, powers or remedies consequent thereon. If Mortgagee (a) grants forbearance
or an extension of time for performance secured hereby; (b) takes other or additional security for
the performance thereof, (c) waives or does not exercise any right granted in the Agreement, this
Mortgage or any other instrument securing the Agreement; (d) releases any part of the
Mortgaged Property from the lien of this Mortgage or any other instrument securing the
Agreement; (e) consents to the filing of any declaration of condominium, map, plat or replat of
the land; or (f) makes or consents to any agreement changing the terms of this Mortgage or
subordinating the lien or any charge hereof, no such act or omission shall release, discharge,
modify, change or affect the original liability under the Agreement, this Mortgage, or otherwise
of Mortgagor, or any subsequent purchaser of the Mortgaged Property or any part thereof or any
maker, co-signer, endorser, surety or guarantor. No such act or omission shall preclude
Mortgagee from exercising any right, power or privilege herein granted or intended to be granted
in case of any event of default then existing or of any subsequent event of default nor, except as
otherwise expressly provided in an instrument or instruments executed by Mortgagee, shall the
lien of this Mortgage be altered thereby. In the event of the sale or transfer by operation of law
or otherwise of all or any part of the Mortgaged Property, Mortgagee, without notice to any
person, firm or corporation, is hereby authorized and empowered to deal with any such vendee or
transferee with reference to the Mortgaged Property or the indebtedness secured hereby, or with
reference to any of the terms or conditions hereof, as fully and to the same extent as it might deal
with the original parties hereto and without in any way releasing or discharging any of the liabili-
ties or undertakings hereunder of the original Mortgagor.
9 Item # 5
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2.07 Cumulative. No right, power or remedy conferred upon or reserved to Mortgagee
by the Agreement, this mortgage or any other instrument securing the Agreement is exclusive of
any other right, power or remedy, but each and every such right, power and remedy shall be
cumulative and concurrent and shall be in addition to any other right, power and remedy given
hereunder or under the Agreement or any other instrument securing the Agreement, or now or
hereafter existing at law, in equity or by statute.
2.08 Default Rate. Any advancements made by and expenses incurred by Mortgagee,
shall bear interest from the due date or the date of advancement or payment by Mortgagee at the
highest contract rate of interest permitted to be charged under the laws of the State of Florida,
which rate is herein referred to as the "Default Rate".
2.09 JURY WAIVER
NOW, SHOULD IT BECOME NECESSARY TO ENFORCE THE AGREEMENT
THROUGH AN ATTORNEY, ANY OF US, WHETHER MAKER, SURETY, OR
ENDORSER ON THIS AGREEMENT, HEREBY AGREES TO PAY ALL COSTS OF
COLLECTION, INCLUDING A REASONABLE ATTORNEYS' FEE, AND INCLUDING
ANY ATTORNEYS' FEES INCURRED BY ANY APPEAL. THE UNDERSIGNED
JOINTLY AND SEVERALLY DO HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY
IN RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF9
UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR MORTGAGEE ACCEPTING THIS AGREEMENT.
ARTICLE THREE
SUBORDINATION
3.01 Subordination of Mortgage Rights. Mortgagee does hereby acknowledge that this
Performance Mortgage is subordinate to that certain mortgage given by Mortgagor to Yo Nancy,
Inc. for a total loan amount of $1,550,000.00. Furthermore, Mortgagee shall subordinate this
Performance Mortgage to any mortgage given by Mortgagor to secure an indebtedness incurred
by Mortgage to re-finance the total loan amount secured by the aforesaid mortgage and upon
Mortgagor's written request, Mortgagee shall execute a written subordination of this
Performance Mortgage to said re-financing mortgage; however, such subordination may be
withheld by Mortgagee until such time that Mortgagor presents Mortgagee with reasonable
evidence that at said time the Mortgaged Property is of a market value that is equal to or exceeds
the total amount being refinanced plus $50,000.00.
3.02 Subordination of Easement Rights. Provided that Mortgagor is not in default
hereunder, Mortgagee agrees to subordinate the lien of this Mortgage to the rights of the holders
of any easement hereafter granted by Mortgagor which may reasonably be required to furnish to
the Mortgaged Property utilities such as, but not limited to, water, electricity, sanitary and storm
sewers, gas and telephone.
10 Item # 5
Attachment number 4
Page 11 of 16
ARTICLE FOUR
HAZARDOUS SUBSTANCE
4.01 Mortgagor hereby represents that neither Mortgagor nor, to Mortgagor's
knowledge, any other person has ever used the Mortgaged Property as a storage facility for any
"Hazardous Substance" other than gasoline or motor oil (to the extent same may be Hazardous
Substances) used in the ordinary course of Mortgagor's business.
Mortgagor hereby agrees to indemnify Mortgagee and hold Mortgagee harmless from
and against any and all losses, liabilities, including strict liability, damages, injuries, expenses,
including reasonable attorneys' fees, costs of any settlement or judgment and claims of any and
every kind whatsoever paid, incurred or suffered by, or asserted against, Mortgagee by any
person or entity or governmental agency for, with respect to, or as a direct or indirect result of,
the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, dis-
charging or release from the premises of any Hazardous Substance (including, without limitation,
any losses, liabilities, including strict liability, substances or standards of conduct concerning any
Hazardous Substance), regardless of whether within the control of Mortgagee, so long as the act
or omission in question occurs prior to the sale of the premises and complete dispossession of
Mortgagor thereunder.
For purposes of this instrument, "Hazardous Substances" shall mean and include those
elements or compounds which are contained in the list of hazardous substances adopted by the
United States Environmental Protection Agency (EPA) and the list of toxic pollutants designated
by Congress or the EPA or defined by any other Federal, state or local statute, law, ordinance,
code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of
conduct concerning any hazardous, toxic or dangerous waste, substance or material as now or at
any time hereafter in effect.
If Mortgagor receives any notice of (i) the happening of any material event involving the
spill, release, leak, seepage, discharge or cleanup of any Hazardous Substance on the premises or
in connection with Mortgagor's operations thereon or, (ii) any complaint, order, citation or
material notice with regard to air emissions, water discharges, or any other environmental, health
or safety matter affecting Mortgagor (an "Environmental Complaint") from any person or entity
(including, without limitation, the EPA), then Mortgagor shall immediately notify Mortgagee
orally and in writing of said notice.
Mortgagee shall have the right, but not the obligation, and without limitation of
Mortgagee's rights under this instrument, to enter onto the Mortgaged Property or to take such
other actions as it deems necessary or advisable to clean up, remove, resolve or minimize the
impact of, or otherwise deal with, any such Hazardous Substance or Environmental Complaint
following receipt of any notice from any person or entity (including, without limitation, the EPA)
asserting the existence of any Hazardous Substance or an Environmental Complaint pertaining to
the Mortgaged Property or any part thereof which, if true, could result in an order, suit or other
action against Mortgagor and/or which, in the sole opinion of Mortgagee, could jeopardize its
security under this instrument. All reasonable costs and expenses incurred by Mortgagee in the
exercise of any such rights shall be secured by this instrument and shall be payable by Mortgagor
upon demand.
11 Item # 5
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Page 12 of 16
Mortgagee shall have the right, in its reasonable discretion, to require Mortgagor to
periodically (but not more frequently than annually unless an Environmental Complaint is then
outstanding) perform (at Mortgagor's expense) an environmental audit and, if deemed necessary
by Mortgagee, an environmental risk assessment, each of which must be satisfactory to
Mortgagee, of the Mortgaged Property, hazardous waste management practices and/or hazardous
waste disposal sites used by Mortgagor. Said audit and/or risk assessment must be by an
environmental consultant satisfactory to Mortgagee. If the environmental audit or environmental
risk assessment reveals no recognized environmental concerns, Mortgagee shall be solely liable
for the cost of said audit or assessment and shall reimburse Mortgagor for said cost upon
demand. Should Mortgagor fail to perform said environmental audit or risk assessment within
thirty (30) days of the Mortgagee's written request, Mortgagee shall have the right, but not the
obligation, to retain an environmental consultant to perform said environmental audit or risk
assessment. All costs and expenses incurred by Mortgagee in the exercise of such rights shall be
secured by this instrument and shall be payable by Mortgagor upon demand.
Any breach of any warranty, representation or agreement contained in this section shall
be an event of default hereunder and shall entitle Mortgagee to exercise any and all remedies
provided in this instrument, or otherwise permitted by law.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
5.01 Successors and Assigns Included in Parties. Whenever one of the parties hereto is
named or referred to herein, the successors and assigns of such party shall be included and all
covenants and agreements contained in this Mortgage, by or on behalf of Mortgagor or
Mortgagee, shall bind and inure to the benefit of their respective successors and assigns, whether
so expressed or not.
5.02 Headings. The headings of the articles, sections, paragraphs and subdivision of
this Mortgage are for convenience of reference only, are not to be considered a part hereof, and
shall not limit or expand or otherwise affect any of the terms hereof.
5.03 Invalid Provisions to Affect no Others. In the event that any of the covenants,
agreements, terms or provisions contained in the Agreement, this Mortgage or any other
instrument securing the Agreement shall be invalid, illegal or unenforceable in any respect, the
validity of the remaining covenants, agreements, terms or provisions contained herein and in the
Agreement and any other instrument securing the Agreement shall be in no way affected,
prejudiced or disturbed thereby.
5.04 Changes. Neither this Mortgage nor any term hereof may be changed, waived,
discharged or terminated orally, or by any action or inaction, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge or termination is
sought. Any agreement hereafter made by Mortgagor and Mortgagee relating to this Mortgage
shall be superior to the rights of the holder of any intervening lien or encumbrance.
12 Item # 5
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5.05 Governing Law. This Mortgage is made by Mortgagor and accepted by
Mortgagee with reference to the laws of the State of Florida and shall be construed, interpreted,
enforced and governed by and in accordance with such law.
5.06 INTENTIONALLY DELETED.
5.07 Mortgagor as Lessor. Mortgagor shall faithfully perform the covenants of
Mortgagor as lessor under any present and future leases, affecting all or any portion of the
Mortgaged Property, and neither do nor neglect to do, nor permit to be done, anything which
may cause the termination of said leases, or any of them, or which may diminish or impair their
value, or the rents provided for therein, or the interest of Mortgagor or Mortgagee therein or
thereunder.
5.08 INTENTIONALLY DELETED.
5.09 Waiver of Homestead Exemption, Time of Essence. Each individual Mortgagor,
for himself and family, hereby waives and renounces all homestead exemption rights provided
for by the Constitution and Laws of the United States and of the State of Florida in and to the
Mortgaged Property as against the collection of the secured indebtedness, or any part thereof,
and Mortgagor agrees that where, by the terms of the conveyance or the Agreement secured
hereby, a day is named or a time fixed for the payment of any sum of money or the performance
of any agreement, the time stated enters into the consideration and is of the essence of the whole
contract.
5.10 Prior Liens. Except for any mortgage or easement described in Sections 3.01 and
3.02 of this Mortgage, Mortgagor shall keep the Mortgaged Property free from all other prior
liens and, upon demand of Mortgagee, pay and procure release of any such other lien which in
any way may impair the security of this Mortgage.
5.11 Mortgagor's Duty to Defend. Mortgagor will defend, at its own cost and expense,
and indemnify and hold Mortgagee harmless from, any action, proceeding or claim affecting the
Mortgaged Property, the Agreement or any other loan document. Costs and expenses will
include all reasonable attorney's fees.
If Mortgagor neglects or refuses to act pursuant to this paragraph, Mortgagee, at its
option (whether electing to declare the entire secured indebtedness due and collectible or not, or
to pursue other remedies for an event of default), may pay for all reasonable attorney's fees,
costs and expenses incurred in any such action. All such payments, bearing interest thereon from
the time of default as determined by prime rate, plus 100 basis points, as quoted in the Wall
Street Journal, as of the effective day of any default and shall accrue at that rate, from time to
time, as of the date of default, shall be deemed a part of the secured indebtedness and shall be
immediately due and payable by Mortgagor to Mortgagee.
5.12 Compliance with Law. The Mortgagor warrants and represents the Mortgagor has
complied, and shall hereafter comply, with all valid laws, rules, ordinances and regulations of the
federal, state and local government, and all agencies and subdivisions thereof which laws rules,
ordinances and regulations apply or relate to the Mortgaged Property, the development,
construction and improvements existing or contemplated thereon or as a part thereof, and the sale
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or other disposition of the Mortgaged Property, or parts thereof, or the improvements now or
hereafter located thereon or a part thereof, including, but not limited to, all such laws, rules,
ordinances, and regulations regarding land use, zoning, building, subdivision, environment,
OSHA, pollution and sales practices.
5.13 Construction. This Mortgage and all related loan documents, including but not
limited to the Agreement, shall not be construed more strongly against any party regardless of
who was more responsible for its preparation.
5.14 Addresses for Notices.
A. Any notice, report, demand or other instrument authorized or required to be given
or furnished under this Mortgage to Mortgagor or Mortgagee shall be deemed given or furnished
when addressed to the party intended to receive the same, at the address of such party on the first
page hereof, and delivered at such address by personal delivery, national overnight courier
company, or when mailed by first class U.S. Mail, postage prepaid and deposited into the U.S.
Mail, being deemed the delivery of notice, or when given by facsimile transmission or via e-
mail, as follows:
To Mortgagor: MAINSTREET CLEARWATER DEVELOPMENT, LLC.
400 Cleveland Street, Suite 200
Clearwater, Florida 33755
Fax: (727)
To Mortgagee: Attn: City Attorney
City of Clearwater
112 S. Osceola Avenue
Clearwater, FL 33756
FAX # (727) 562-4021
B. Either party may change the address to which any such notice, report, demand or
other instrument is to be delivered or mailed, by furnishing written notice of such change to the
other party, but no such notice of change shall be effective unless and until received by such
other party.
5.15 Termination of Agreement. This Performance Mortgage shall not be affected by
termination of the Agreement, to the extent that the CRA (Mortgagee) has expended funds or is
obligated to expend funds for which Mortgagor is liable to reimburse Mortgagee pursuant to the
Agreement and all obligations under this Performance Mortgage shall survive until Mortgagee
has satisfied its liabilities and fulfilled its obligations to Mortgagee under the Agreement.
5.16 Mortgagee's Satisfaction of Mortgage. Notwithstanding anything to the contrary
elsewhere contained in this Mortgage, if during the term of this Mortgage, Mortgagor seeks to
sell the Mortgaged Property or re-finance the mortgage indebtedness described in Section 3.01
above and the Purchaser of the Mortgaged Property or the lender refinancing said indebtedness
requires that this Mortgage be satisfied as a condition to its closing of said sale or re-financing,
then in such event, Mortgagee shall furnish a written satisfaction of this Mortgage in recordable
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form upon (a) Mortgagor's presentation of reasonable evidence that one of the foregoing events
has occurred and (b) Mortgagor's payment to Mortgagee of an amount equal to the sum which
would be due Mortgagee if Mortgagor had failed to comply with the provisions of Section 6.02
of the Agreement as of the date of the closing of any such sale or re-financing.
NO DOCUMENTARY STAMP TAXES OR INTANGIBLE PERSONAL PROPERTY
TAXES ARE DUE ON THIS MORTGAGE BECAUSE IT SECURES THE
PERFORMANCE OF AN OBLIGATION, NOT THE PAYMENT OF MONEY.
IN WITNESS WHEREOF, the Mortgagor has made, executed, sealed and delivered this
Mortgage, the day and year first above written.
Signed, sealed and delivered
in the presence of:
MAINSTREET CLEARWATER
DEVELOPMENT, LLC,
a Florida limited liability company
Print Name
Print Name
STATE OF
COUNTY OF
By:
Kevin Burke, its managing member
I HEREBY CERTIFY, that on this day personally appeared before me, an officer duly
authorized to administer oaths and take acknowledgments, by Kevin Burke, as managing
member of MAINSTREET CLEARWATER DEVELOPMENT, LLC., a Florida limited
company, known to be the individual described in, or who produced as
identification, and who executed the foregoing instrument, and acknowledged before me that he
executed the same as his free act and deed for the purposes therein expressed.
WITNESS my hand and official seal at said County and State,
this day of , 2010.
Notary Public
Print Name
My Commission Expires:
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EXHIBIT "A"
Lots 5 and 6 of EARLL AND TATE' S SUBDIVISION, according to the map or plat thereof as
recorded in Plat Book 1, page 20, of the Public Records of Hillsborough County, Florida, of
which Pinellas County was formerly a part.
42775721x3
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