11/29/2004
eRA Agenda
Date: 11/29/2004
Location: Council Chambers - City Hall
Call to Order
Approval of Minutes:
10-18-2004
CRA Item
1. Consider Developer's request for an amendment to the Development Agreement which
would allow the CRA to release its right to repurchase the Station Square Parking Lot
property in order for Developer to obtain interim financing
Executive Director (Assistant City Manager) verbal reports
Other Business
Adjourn
eRA Agenda 11/29/2004
Page 1 of 1
y
:~.
'.. ':"~. .
, .
.~ .. ~. . .'
. .~'........,! ~
" ",,"~~'<-'-.
, , .
. . . / ,. , /.
. ~
CRA Cover Memorandum
. ..................................................
Trackinq Number: 1,003
Actual Date: 11/29/2004
Subiect / Recommendation:
Consider Developer's request for an amendment to the Development Agreement which would
allow the CRA to release its right to repurchase the Station Square Parking Lot property in order
for Developer to obtain interim financing
Summary:
The CRA and Station Square LLC (Developer) entered into a Development Agreement and
Disposition of Property (Station Square Parking Lot Site) in February 2004. The Developer
closed on the property in August 2004 and the CRA received a note for the purchase price of
$720,000 to be repaid when Developer receives Construction Financing.
Prior to obtaining Construction Financing, the Developer is seeking interim financing for the
project to payoff the mortgage to the City, the current mortgage on the Cassano property and to
prepare construction drawings. It is the Developer's position that the project cannot move
forward without interim financing. Before the Lender will provide interim financing, the
provision in the Development Agreement for the CRA to repurchase the property must be
released. The interim financing is not a construction loan. The Lender is not committing to
construction financing or building the project. The Lender will be bound by the Development
Agreement.
The developer is therefore requesting that the CRA release its right to repurchase the property
as provided in Section 8.07 of the Development Agreement (in the event the Developer does not
commence construction of the project within twelve months from closing date, the CRA has the
option to repurchase the property for the amount of sale).
This is a high risk proposal for the CRA because the agency can lose control of a key
redevelopment property in the Downtown Core. However, if the amendment is not approved and
the request denied, the project is in danger of not proceeding.
Oriqinatinq: Economic Development and Housing
Cateqory: Agreements/Contracts - without cost
Public Hearinq: No
Financial Information:
Review Approval
Geraldine Camoos
11-18-2004
11: 54:42
Geraldine Camoos
11-18-2004
11:55:47
Pam Akin
11-18-2004
14:02:05
Cyndie Goudeau
11-23-2004
08: 19:29
Garry Brumback
11-22-2004
11 : 18 : 48
y
:~.
'.. ':"~. .
, .
.~ .. ~. . .'
. .~'........,! ~
" ",,"~~'<-'-.
, , .
. . . / ,. , /.
. ~
. ..................................................
Bill Horne
CRA Cover Memorandum
11-22-2004 23:17:58
FIRST AMENDMENT TO AGREEMENT FOR DEVELOPMENT
AND
DISPOSITION OF PROPERTY
(Station Square Development)
The Agreement for Development and Disposition of Property ("Agreement") dated the 17th day of
February, 2004, 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 STATION SQUARE, LLC, a
Florida limited liability company ("Developer") is hereby amended as follows:
8.07. Repurchase of the Site Property.
(a) In the event Developer shall not have commenced construction of the Station Square
Project within twelve months following the Closing Date, then in such event, Agency shall have an
option to purchase the Property upon the terms and conditions as set forth in this Section 8.07 (the
"Property Option"). The Property Option shall be exercised by Agency within ninety (90) days
following the expiration of the twelve month period following the Closing Date. The Property Option
shall be exercised by Agency providing written notice to Developer of its intent to exercise the
Option within said ninety (90) day period (time being of the essence with respect to such notice). In
the event that Agency should fail to provide such written notice of its exercise of the Property Option
within said ninety (90) day period, then the Property Option shall immediately and automatically
lapse.
(b) Upon proper and timely exercise of the Property Option, Agency and Developer shall
undertake to close the conveyance of the Property by Developer to Agency within sixty (60) days
following the date of notice of the exercise of the Property Option upon the following terms and
conditions:
(1) The price to be paid by Agency to Developer for the Station Square Parking Lot Site
Property shall equal Seven Hundred Twenty Thousand ($720,000.00) Dollars.
(2) The Property shall be conveyed by Developer to Agency pursuant to a special
warranty deed, which deed shall be subject to taxes for the year of Closing and the other Permitted
Exceptions to which the Property was subject on the Closing Date.
(3) Developer shall pay for the cost of any documentary stamp taxes imposed upon the
deed conveying the Property from Developer to Agency. In addition, Developer shall pay for any
surveyor title insurance Agency elects to obtain in connection with such conveyance.
(c) Until the commencement of construction by the Developer on the Property or the expiration
of the twelve month period in which such construction was to commence plus the ninety (90) day
period during which the Agency may exercise its option to repurchase the Property, the Developer
covenants and agrees with the Agency not to cause any mortgage or lien to be levied, assessed or
placed on the Property with respect to any financing of Developer's construction of the Station
Square Project or other corporate financings of any type without the prior consent of the Agency.
Station Square Development Agreement
First Amendment
(d) Upon conveyance of the Property to the Agency pursuant to the exercise of its option to
repurchase the Property, this Agreement shall terminate as provided in Section 13.05.
(e) This option to repurchase the Property shall survive a termination of this Agreement by the
Developer pursuant to Section 13.05.
(t) Not withstanding the foregoing, the eRA may release the right to repurchase contained
herein upon the request of the Developer for the purpose of obtaining interim financing, provided
that the Lender shall agree to be bound by terms and conditions of the Development Agreement
IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed
as of the _ day of , 2004.
By:
Brian J. Aungst
Chairperson
Community Redevelopment Agency
Approved as to form:
Attest:
Pamela K. Akin
Attorney for
Community Redevelopment Agency
Cynthia E. Goudeau
City Clerk
STATE OF FLORIDA )
COUNTY OF PINELLAS )
The foregoing instrument was acknowledged before me this day of
,20_, by BRIAN J. AUNGST, Chairperson of the Community Redevelopment
Agency, who is personally known to me.
Print/Type Name:
Notary Public
Station Square Development Agreement
First Amendment
2
STATION SQUARE LLC
By:
Raymond Paul Cassano
Its Managing Member
STATE OF FLORIDA )
COUNTY OF PINELLAS )
The foregoing instrument was acknowledged before me this day of
,20_, by Raymond Paul Cassano, Managing Member of Station Square LLC.,
who is personally known to me or who produced as identification.
Print/Type Name:
Notary Public
Station Square Development Agreement
First Amendment
3