07/18/2005
Call to Order
Approval of Minutes
05-31-2005
eRA Agenda
Date: 07/18/2005
Location: Council Chambers - City Hall
CRA Item
1. Update on status of negotiations with Clearwater Development LLC, "Acqua" (fka
AmSouth).
Executive Director (Assistant City Manager) verbal reports
Other Business
Adjourn
eRA Agenda 7/18/2005
Page 1 of 1
y
:~.
'.. ':"~. .
, .
.~ .. ~. . .'
. .~'.'......,! ~
" ",,"~~'<-'-.
, , .
. . . / ,. I /,
. ~
CRA Cover Memorandum
Trackinq Number: 1,479
Actual Date: 07/18/2005
Subiect / Recommendation:
Update on status of negotiations with Clearwater Development LLC, "Acqua" (fka AmSouth).
Oriqinatinq: Official Rec and Legislative Svc
Cateqorv: Other
Financial Information:
~ Other
July 15, 2005
Rhea Law, Esq.
Fowler, White, Boggs, Banker, P.A.
P.O. Box 1438
Tampa, FL 33601-1438
Re: Acqua term sheet
Dear Rhea:
We have completed review of the most recent version of the proposed term
sheet, which you provided last Friday. I find upon review that a number of our
previous comments and corrections where not addressed. As a result, the
attached City draft has a substantial number of markups many of which are in my
opinion, minor corrections and cleanups that more fully express the intent.
However, because time is short I will briefly explain our position on each section.
It is my understanding from Bill, Garry and Geri that your client desires staff
support of the terms in the CRA briefing on Monday. Therefore, it is important
that we communicate as clearly as possible our concerns and recommendations.
In the title and introduction and as appropriate throughout the document I have
changed "City" to "CRA", since the CRA issued the RFP/Q and will be entering
into the Development Agreement. The City and CRA will entered into an
Interlocal Agreement concurrent with the Development Agreement. I added the
introductory paragraph, which is self-explanatory.
Paragraph 1: It my understanding that Acqua was unwilling to commit to a
minimum of 10 screens. In order to avoid a mutual misunderstanding as to
expectations, it is important that Acqua commit to some minimum number of
screens. I further clarified that the multiplex theater is to be a "first run" theater,
since that has been our understanding. I added clarifying language as to the use
and ownership of the 360 public parking spaces. We want to be clear the spaces
are not limited to theater and retail parking and are available to the general
Rhea Law, Acqua Term Sheet
Page 2 of 3
public. We anticipate the spaces my be used for Coachman Park events, Library
parking or any other public parking. It is staffs understanding that the
Residential spaces are not available for public use, therefor I struck the last
sentence of the parking bullet.
Paragraph 2: minor clarification.
Paragraph 4: It is my understanding that these changes reflect your telephone
discussion with Bill and Garry and the recent telephone discussion with Danny
Tyler.
Paragraph 5: We are unclear as to exactly what assistance Acqua desires from
the CRA in this matter and have attempted to describe our understanding.
Paragraph 7: Clarification of current TIF time frame.
Paragraph 8: Any bonding of TIF requires County approval pursuant to
ordinance. We broke this in to alternatives; the first piece assumes a bond
supported by TIF thru 2019, which we mutually estimate at 9 million pending your
study. The second alternative assumes we get County agreement to extend the
term of the TIF for this property.
Paragraph 9 is new and commits the CRA to reimburse Impacts for the theater
portion only, prorated over the life of the Development Agreement conditioned on
the theater remaining in operation. This commitment is separate and apart from
use of bond proceeds and increment in paragraph 8
Old paragraph 9 is stricken; it is addressed in paragraph 8.
Old Paragraph 10: Staff doesn't support the request to condemn the property.
The CRA and City have exercised the power of eminent domain very reluctantly
and only in the most extreme of circumstances.
Please contact me if you have any questions.
Sincerely,
Pamela K. Akin
City Attorney
cc: William B. Horne, II, City Manager
Garry Brumback, Assistant City Manager
Rhea Law, Acqua Term Sheet
Page 3 of 3
Acqua and The Downtown Plaza
Proposed Business Terms for Development Agreement between Clearwater
Development, LLC ("Acqua") and City of Clearwater ("City") Clearwater Community
Redevelopment Agency ('CRA")
On February 13,2004, the CRA released a Request for Proposals/Qualifications to select
a qualified deveveloper to develop a multi-plex movie theater in downtown Clearwater.
On October 18th, 2004, the CRA authorized the negotiation ofa development agreement
with Clearwater Development, LLC. for '^1cqua has successfully responded to the CR.^1
RFP for redevelopment of a 3.99 acres site known as the SuperBlock (consisting of
AmSouth and adjacent sites). The proposed terms are:
1. The state of the art designed redevelopment proj ect will provide a ne'.v
focal point for downtown Clearwater and will consist of:
. 245 condominium dwelling units
. 87,800 sf upgraded office
. 35,000 sf of new destination retail
. 55,000 sf first run multi-plex theatre, consisting of not
less than screens (insert minium number of screens)
. 1100 Parking Spaces (560 public spaces-
office/retail/theatre parking and 540 private spaces-
condominium parking. The 560 public spaces will be
handled as follows: 360 to be purchased by City and
operated by City; 200 to be shared parking with the
Office building for after-hours use and will be
operated by the Acqua. The 510 private condominium
spaces are in excess of City Code requirements for
215 condominium units to further satisfy the City's
desire for additional parking to service the public.)
. Streetscape Enhancements along portions of
Osceolaand Ft. Harrison Streets.
In order to effectuate the project referenced in this Paragraph, the parties
ha'/e agreed as follows:
2. Acqua agrees to construct all development components identified within the
Development and Parking Summary attached as Exhibit A. Acqua will consider
constructing the new development components in two phases, in order to allow the
theater, retail and parking to open prior to completion of construction of all of the
condominium units. In addition, the rec1adding of the office building shall be
commenced no later than the issuance of certificates of occupancy for 85% of the
residential condominium unitsand shall be substantially complete within 24 months.;h
The City administration supports Acqua's application to the Community
Development Board for a density bonus of 36 dwelling units from the bonus pool and an
authorized height of 367 feet, in order to allo'N full development of the plan identified in
Paragraph 1.
4. CRA agrees to purchase 360 parking spaces for use by the general public
as public parking/retail/theater spaces, at the actual cost per space, including a
reasonable allocation of land and soft costs but not to exceed $25,000 per
space. Developer anticipates the cost to be $25,000 per space, for the total
amount of($ 9,000,000) nine million dollars (US). The obligation of the CRA
to issue bonds to purchase the parking spaces is contingent upon
demonstration by the Developer of construction financing sufficient to
complete construction of vertical infrastructure which will generate a present
value of projected TIP revenues calculated on the basis of the tax exempt
insured borrowing rate of the CRA from the first date of proj ected TIF
revenues through and including the year 2019. The financial obligations of
the CRA are also contingent upon production of an enforceable agreement for
the development and operation of a first run multiplex theatre as described
herein. The payment shall be made at the time of issuance of Certificates of
Occupancy for the parking spaces. These spaces will be located onsite and
will be owned and operated by the CRA or its assignee City of Clearwater.
5. Acqua must maintain parking during construction for the operation of the
existing office building, and anticipates that approximately 150 spaces will
be displaced. The CRA shall make a good faith effort to identify for Acqua
convenient locations at which temporary parking spaces may be made
available and shall assist Acqua by identifying appropriate contacts and
facilitating introductions where necessary.,.
6. Acqua must have adequate space for parking of construction personnel
during constructi on of the proj ect. The City's Engineering Department shall
work with Acqua to provide staging areas for construction, including the
possibility of allowing contractor's trailers to stage on Laura Street during
construction
7. Acqua agrees to provide CRA with an updated study for the Tax
Increment Financing ("TIF") objectives for the project. The study shall
consider TIF generated by the project thru 2019. The CRA's obligation to
purchase the public parking and provide the incentives contemplated herein is
contingent upon the study demonstrating that the present value of the tax
increment generated by the proj ect has a present value of not less than nine
million dollars. The study will address the following development
components:
. Sales projections and valuation for the condominium tower.
. Sales projections and valuation for the retail and theater.
. Projected timing and valuation of the public parking revenues to the CRA.
. Projected regional benefits (increased property values and tax revenues) to
the City and the CRA due to the impact of this development.
8. With the consent of the County, TIF revenues generated from the project
shall be pledged to support a bond issue to cover the costs associated with the
360 public spaces within the parking garage, as referenced above. Should tax
increment be available from this project, during the term of this agreement, in
excess of that required to repay the bond, the funds may be utilized to
reimburse Acqua for the following costs:
. Road Improvements to streets surrounding the site, streetscaping of
Osceola and Ft. Harrison, relocation costs or off site costs paid by
Acqua for water, sewer, stormwater, gas, electric and other utilities.
. From the City portion of the TIP, impact fees for the retail and
condominium component of the project, concurrency assessments,
permit fees, and utility connection fees in connection with the project.
In the event the CRA is able to obtain the consent of the County to bond TIF
from the project for up to 20 years, the proceeds shall be used in the following
order:
. the 360 public parking spaces to be owned by the CRA;
streetscaping of Osceola and Fort Harrison;
. cost of relocation for water, sewer, stormwater gas, electric and
other utilities;
. to the extent permitted by law, from the City portion of the
TIP, impact fees for the retail and condominium component of
the project, concurrency assessments, permit fees, and utility
connection fees in connection with the project.
9. The CRA shall reimburse Acqua for impact fees attributable to the
multiplex theater. Such reimbursement shall be prorated over the life of the
Development Agreement and shall commence on the first anniversary of the
issuance of the certificate of occupancy for the theater; provided however, that
no reimburse shall be made unless the theater is in continuous operation
during the year for which the reimbursement is sought.
10.CRA shall obtain any required approvals from the County for bonding of
the TIF and shall modify the CRA plan, if necessary, to provide funding for
the commitments outlined herein.
11. In light of the fact that this project is within the CRA as well as within a
designated Brownfields area and an Enterprise Zone, CRA shall support the
provision of such other incentives as provided for by the state statutes and
local policy or regulations governing those programs.
Attachments:
Exhibit A - Development and Parking Summary
#1714660v3