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11/30/2015
Monday, November 30, 2015 1:00 PM City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 City Hall Chambers Community Redevelopment Agency Meeting Agenda November 30, 2015Community Redevelopment Agency Meeting Agenda 1. Call To Order 2. Approval of Minutes 2.1 Approve the minutes of the November 2, 2015 CRA Meeting as submitted in written summation by the City Clerk. 3. Citizens to be Heard Regarding Items Not on the Agenda 4. New Business Items 4.1 Approve Cleveland Street District Facade Improvement Program loan documents (Financial Incentive Contract, mortgage and note) in the amount of $25,000 for the property located at 24-28 N. Ft. Harrison Avenue, authorize the appropriate officials to execute same, and place façade program on hold until January 30, 2016 in order to evaluate and update the program. 5. Adjourn Page 2 City of Clearwater Printed on 11/24/2015 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#15-1871 Agenda Date: 11/30/2015 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: Community Redevelopment Agency Agenda Number: 2.1 SUBJECT/RECOMMENDATION: Approve the minutes of the November 2, 2015 CRA Meeting as submitted in written summation by the City Clerk. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 11/24/2015 City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 u p4 n G' Meeting Minutes Monday, November 2, 2015 1 :00 PM City Hall Chambers Community Redevelopment Agency Page 1 City of Clearwater Roll Call Present 5 - Chair George N. Cretekos, Trustee Doreen Hock-DiPolito, Trustee Jay E. Polglaze, Trustee Bill Jonson, and Trustee Hoyt Hamilton Also Present—William B. Horne — City Manager, Jill Silverboard —Assistant City Manager, Rod Irwin — CRA Executive Director/Assistant City Manager, Pamela K. Akin — City Attorney, Rosemarie Call — City Clerk, Nicole Sprague — Official Records and Legislative Services Coordinator To provide continuity for research, items are listed in agenda order although not necessarily discussed in that order. 1. Call To Order — Chair Cretekos The meeting was called to order at 1.05 p.m. 2. Approval of Minutes 2.1 Approve the minutes of the October 12, 2015 CRA meeting as submitted in written summation by the City Clerk. Trustee Hamilton moved to approve the minutes of the October 12, 2015 CRA meeting as submitted in written summation by the City Clerk. The motion was duly seconded and carried unanimously. 3. Citizens to be Heard Regarding Items Not on the Agenda — None. 4. New Business Items 4.1 Approve an Agreement between the Community Redevelopment Agency and the TAFFIE, LLC-Technical Arts Facility for Innovation and Entrepreneurship, a Florida corporation, to provide monthly educational programs to support technology-focused entrepreneurship and small business development in the CRA in the amount not to exceed $25,000 for Fiscal Year 2015-2016, and authorize the appropriate officials to execute same. The Provider will provide a Monthly Educational Program at TAFFIE, located in Page 2 City of Clearwater the CRA area at 1499 Gulf to Bay Boulevard, Clearwater. TAFFIE's Monthly Educational Program includes topics not otherwise available within the CRA and is part of a collaborative, coordinated initiative to deliver services to pre-venture individuals, startup and small- to medium-size businesses. In consideration for TAFFIE's monthly educational programs, the CRA will pay the TAFFIE a fixed price of$2,083.33 for each event. Payment will be made in quarterly payments in an amount not to exceed $6,250.00 and will be made on January 1, 2016, May 1, 2016, July 1, 2016, and October 1, 2016, following receipt of TAFFIE's quarterly report (Exhibit B). Support for these technology-based entrepreneurship and small business development programs is provided by the Community Redevelopment Plan, Economic Development Strategic Plan, Urban Land Institute Advisory Services Panel Report (ULI Report), and Memorandum of Understanding (MOU) establishing a partnership by and between the CRA, City of Clearwater, Florida Small Business Development Center at Pinellas County, Clearwater Regional Chamber of Commerce and TAFFIE. The plans, report and MOU state the following Community Redevelopment Plan (2004) - o Objective 1 E: "A variety of businesses are encouraged to relocate and expand in Downtown to provide a stable employment center, as well as employment opportunities for Downtown residents." Economic Development Strategic Plan (2011) Goal 1, Strategy 1.2, Action 2: "Support the development and attraction of software firms to Clearwater. Goal Four: Business Development: Support an entrepreneurship and innovation ecosystem and collaborate with regional partners to market Clearwater to target industries. Urban Land Institute Advisory Services Panel Report ("ULI Report") 2014) o Recommends the city "attract and support new entrepreneurial small businesses by investing in a technology innovation center or business incubator." MOU (2015) o Encourages the parties to support collaborative and coordinated approaches to serve pre-venture, startup and small business enterprises in the City of Clearwater and the greater Clearwater area. Staff recommends approval of the agreement. APPROPRIATION CODE AND AMOUNT: Funding for this agreement provided by CRA funding code 388-94868 Page 3 City of Clearwater Technology District Incentives. As of August 31, 2015, the balance in this fund is $255,400. Steve Allen spoke in support and said TAFFIE has been working with the CRA over the past year and fostering a co-op network of 70 local businesses in the community. Elaine Mann spoke in support and said a TAFFIE member was awarded a $32 million government contract for their services. Trustee Jonson moved to approve an Agreement between the Community Redevelopment Agency and the TAFFIE, LLC-Technical Arts Facility for Innovation and Entrepreneurship, a Florida corporation, to provide monthly educational programs to support technology-focused entrepreneurship and small business development in the CRA in the amount not to exceed $25,000 for Fiscal Year 2015-2016, and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 4.2 Provide direction on whether or not the Board wishes to enter into a Memorandum of Agreement between the CRA and Clearwater Downtown Events, Inc, a 501© 4 Not-for-Profit Corporation, based upon the program proposal from Ruth Eckerd Hall, for the provision of a schedule of Blast Friday events in the Cleveland Street District for the 2015-2016 season, determine an appropriate level and type of grant support for the Blast Friday season, if any, and authorize the appropriate officials to execute same. At the time the CRA Board considered funding for the 2014-2015 season of Blast Friday, the Board provided guidance to staff that the existent format was not, in the Board's opinion, accomplishing the economic impact and retail attraction/assistance anticipated. The Board advised staff that a revamping of the program would be a prerequisite for the Board to consider future funding of a "Blast Friday-type" program. Specific changes suggested by the Board included: A festival, rather than purely musical event, format; Extension of the event the length of Cleveland Street, from Osceola to East ; More varied musical program to appeal to a broader demographic; Inclusion of Food Truck components; Incorporation of Cleveland Street businesses, allowing them to better realize benefit of the events. CRA staff, the Clearwater Downtown Events, Inc., the volunteer group Page 4 City of Clearwater managing the Blast Friday for the CRA, Ruth Eckerd Hall and Downtown Development Board representatives had discussions concerning a mutual desire of the group to continue the Blast Friday consistent with the CRA Board's direction. The program schedule and budget were adjusted accordingly in response to those discussions. They represented a significant redirection of the thrust of previous Blast Friday programs and included many, but not all, the components delineated by the CRA Board as a condition for future grant funding consideration. The proposed program schedule for 2015-2016 is consistent with those changes. However, due to continuing losses incurred by Ruth Eckerd Hall in producing the Blast Friday program, Ruth Eckerd Hall has indicated the request for an increase in CRA and DDB funding to $100,000 and $25,000 respectively, instead of the $75,000 and $ 17,500 received for the 2014-2015 season. The DDB approved the $25,000 grant request, subject to CRA favorable action to continue the Blast Friday series. As an alternate, Ruth Eckerd Hall has suggested an option could be to reduce the number of events from seven to five, which would allow CRA financial support to remain at $75,000. In requesting the increased financial support, Ruth Eckerd Hall has also delineated a group of fees/charges that the city imposes on the events and has suggested that if they could receive relief from these fees up to $25,000, they could likely hold the CRA grant request to the current level. These fees have been an issue in the past, and City sponsorship has reduced the amounts in the past. Several options are available to the Board: 1) Approve the $100,000 grant request to be paid from CRA funds for the proposed seven event series; 2) Approve the $100,000 grant level, with the $25,000 increase being absorbed by the General Fund as subsidy-of- services and the $75,000 to be paid from CRA funds; 3) Approve the current grant level of$75,000 to be paid from CRA funds , with a revised five event series; 4) Discontinue financial support of Blast Friday; 5) Direct staff to pursue additional discussions with DCE and REH to develop an alternate Blast Friday construct, with no 2015-206 series. In the context of the current ULI effort, staff believes discontinuance of Blast Friday at this point would be detrimental to the perception of redevelopment. CRA staff also believes a reduction in the number of events would also create the perception of diminished commitment to the redevelopment effort. Absorption of fees/charges by the General Fund, after the city budget has been adopted and without full review of the ramifications would be ill advised. Page 5 City of Clearwater Approval of the $100,000 grant from CRA funds and the Memorandum of Agreement may be the most advisable course for 2015-2016 seasons, with a subsequent comprehensive examination of the purpose, objectives financing and expected outcomes of a continued Blast Friday initiative, particularly in the context of the ULI Report implementation, preceding any further funding consideration by the CRA. Staff awaits Board direction and will be prepared to answer any questions you may have at the CRA meeting. Representatives of Downtown Clearwater Events and Ruth Eckerd Hall will also be available. In response to questions, CRA Executive Director Rod Irwin said the closure of Ft. Harrison was positive but required the applicant to incur additional costs. There were expectations for additional events at the 5001600-block that were not **formalized?* Miracle on Cleveland, Baseball Night, and the car show were successful events. Mr. Irwin said since 2008 the contract has been with Ruth Eckerd Hall due to their significant resources with the community. Blast Friday has been funded by the CRA at$75,000, the Downtown Development Board (DDB) at$18,500, and balance via event sponsorships. Clearwater Downtown Events has requested a $25,000 increase, the DDB has approved the request contingent upon an approved CRA funding match. The City Manager said if there is any intent for the City to support the events in any way and absorb costs, staff will capture the associated costs in the Special Events funding agenda item for council approval. Mr. Irwin said absorbing costs via sponsorship can be considered in the next budget cycle. Discussion ensued with a suggestion made to have the merchant association take a lead in an event. Councilmember Jonson moved to amend substitute five events at 75,000. Motion failed for lack of a second. Trustee Hock-DiPolito moved to enter into a Memorandum of Agreement between the CRA and Clearwater Downtown Events, Inc, a 501©4 Not-for-Profit Corporation, based upon the program proposal from Ruth Eckerd Hall, for the provision of a schedule of Blast Friday events in the Cleveland Street District for the 2015-2016 season, determine an appropriate level and type of grant support for the Blast Friday season, if any, and authorize the appropriate officials to execute same. The motion was duly seconded and carried by the following vote: Page 6 City of Clearwater Ayes: 4 - Chair Cretekos, Trustee Hock-DiPolito, Trustee Polglaze and Trustee Hamilton Nays: 1 - Trustee Jonson Motion carried. 4.3 Accept ULI Priority (P) Project Quarterly Progress Report for the period July 16, 2015 through October 16, 2015, as well as the cumulative expenditure report since Fall 2014. Staff committed to the CRA Board, as a part of the ULI Advisory Panel Report Implementation activities that the Board would be provided with quarterly updates on the status of Priority (P) implementation items, as well as a compilation of total expenditures to date on ULI Report activities across all funding sources. The expenditures report is inclusive of all expense, on an accrual basis, since last fall. Projects Update: To summarize, the status of the 13 Priority (P) projects are as follows: 5 Projects completed: TIF Bonds Examination Create Stakeholder Advisory Group Development Parcel Marketing Boost Downtown Library to Support Redevelopment Attract Incubator/Support Entrepreneurial Ecosystem 6 Projects on schedule: Comprehensive North Marina Master plan Master Development plan for Bluff/Coachman/Waterfront Enhance Gateways to Downtown/East Gateway Mercado in East Gateway Review Downtown Design Guidelines Use Harbor B ridge as Aesthetic Gateway 2 Projects Delayed: Comprehensive Boating Plan for Clearwater Harbor Comprehensive Branding Initiative In addition to the council-designated priority projects, two additional ULI projects have been addressed : 1) Create a Water Taxi/Ferry Service (ULI 4), with the City facilitating this project with access/egress improvements in the amount of$24,185; and 2) Ensure Environmental Integrity of Clearwater Harbor(ULI 2), with Marine and Aviation successfully obtaining the Clean and Page 7 City of Clearwater Resilient Marina designation from the Florida Department of Environmental Protection, acknowledging appropriate policies and safeguards are in place to ensure the environmental integrity of Clearwater harbor. Expenditure Update: With respect to the financial expenditure report, on an accrual basis, $ 576,861 has been spent on ULI projects since September and through October 16. The largest percentage of that expenditure has come from General Fund Reserves: $ 374,004. The balance has come from departmental general fund budget allocations, CRA operating budget allocations and/or the recently-established CRA ULI Project Account. The preponderance of expenditures/commitments to date are attributable to four projects: 1) North Marina Master Plan,$ 97,372; 2) Library STEM Center build out and staffing, $177,509; 3) Comprehensive Boating Plan, $59,975: and 4) Entrepreneurial Ecosystem Support, $100,000. Staff has provided a spreadsheet delineating expenditures by ULI Project category and funding, as well as delineating charges/commitments against the 500,000 General Fund account for ULI. Beginning with the next quarterly report, a similar sheet will be provided for the $1,000,000 CRA ULI Project Account. C urrently, there is a $99,600 charge to fund the Library-STEM Interlocal Agreement pending posting by Finance. The ULI Implementation Team will be available at the November 2, 2015 CRA meeting to answer any questions on program status or expenditures. CRA Executive Director Rod Irwin provided a PowerPoint presentation on ULI quarterly accomplishments. In response to a question, Mr. Irwin said funding for the branding and original ULI study was excluded from the quarterly report as funds were expended prior to the September 2014 start date. Planning and Development Director Michael Delk provided a PowerPoint presentation on the Bluff Master Plan. A suggestion was made to have more frequent reporting cycles. Trustee Jonson moved to have monthly status reports. The motion failed for lack of a second. In response to questions, Mr. Irwin said the information provided by staff indicated that the interlocal agreement with the library was approved for 99,600. Mr. Delk said the community outreach for the Bluff Master Plan would begin in March, the consultant will begin working immediately. Mr. Irwin said the bridge aesthetic recommendations could cost more or less than Page 8 City of Clearwater 300,000, staff is still working FDOT to determine what may be permissible. Public Communications Director Joelle Castelli provided a PowerPoint presentation regarding the City's branding efforts. The Trustee recessed from 1.44 p.m. to 2.34 p.m. In response to questions, Ms. Castelli said staff is waiting for the wayfinding sign suggestions from the consultant. The logo will be adopted by all departments and be the identifiable element with the community. Ms. Castelli said the consultant will provide specifics on where the new logo will be used. The city seal will be used on official documents. Trustee Polglaze moved to accept report Accept ULI Priority (P) Project Quarterly Progress Report for the period July 16, 2015 through October 16, 2015, as well as the cumulative expenditure report since Fall 2014. The motion was duly seconded and carried unanimously. 4.4 Provide authorization to issue the Request for Proposals (RFP) for the Bluff/Coachman Park Master Plan. At its meeting of July 13, 2015, the CRA approved the project template for the Bluff/Coachman Park Master Plan. A Request for Proposals (RFP) for this Master Plan has been drafted. The RFP incorporates a public engagement plan, market study, cost estimates, and implementation strategy as components of the project scope. Staff is requesting your concurrence with, and authorization for the Bluff/Coachman Park Master Plan RFP to be issued. In response to questions, Planning and Development Director Michael Delk said Finance advertises the RFP. Purchasing Manager Alyce Benge said the RFP will be published in the newspaper and on the City's website, as well as distributed via a vendor database. Mr. Delk said staff worked with the consultant to draft the plan objectives. Staff intends that the plan benefit the entire community. Discussion ensued with support expressed for staff to proceed with the RFP process. It was suggested that staff provide the Trustees with a link to the RFP. Trustee Jonson moved to reword last plan objective to read, " Create Page 9 City of Clearwater opportunities for waterfront events to benefit downtown businesses, downtown residents, and the city as a whole." The motion was duly seconded. Concerns were expressed the RFP addresses the scope of work in the downtown area. Upon the vote being taken, Chair Cretekos and Trustee Jonson voted Aye"; Trustees Polglaze, Hock-DiPolito, and Hamilton voted "Nay." Motion failed. Trustee Jonson moved to add an objective to develop a unified vision for the waterfront and the Bluff area. Motion failed for lack of a second. Trustee Jonson moved to add an objective to become a recreational destination for Clearwater residents, both who live in downtown and throughout the city. Motion failed for lack of a second. In response to questions, Mr. Delk said the negotiations for a final scope of work will be critical and will include the public engagement plan. The consultant's anticipated schedule of activity is approximately 12 to 15 months. The Trustees recessed from 3:14 p.m. to 3:20 p.m. Mr. Delk said staff is unsure the project can be completed within 9 months. There are several projects underway at the same time. The objective is to bring all of these planning efforts together in a manner that can be incorporated successfully into the downtown development plan. Staff anticipates completing the project by Spring 2017. It was suggested that respondents to the RFP be given extra points if proposal can be completed within nine months. Trustee Jonson moved to provide an RFP respondent extra points if proposal can be completed within 9 months **or early?** Motion failed for lack of a second. Trustee Polglaze moved to provide authorization to issue the Request for Proposals (RFP) for the Bluff/Coachman Park Master Plan. The motion was duly seconded and carried unanimously. Page 10 City of Clearwater 4.5 Approve Amendment to ULI 12 Priority (P) Work Program, Reconsider Downtown Design Guidelines, to expand the scope of work to include an update and reformatting of the Downtown Redevelopment Plan to incorporate ULI related implementation projects, programs, and strategies; update character districts; incorporate contents of the Downtown zoning district from the Community Development Code; create minimum standard development; and update design and signage guidelines in the Downtown Redevelopment Plan area. The Planning and Development Department began work on ULI #12 Priority Work Program to "Reconsider Downtown Design Guidelines" by organizing and meeting with a downtown stakeholder group to provide feedback. After discussions with stakeholders and meetings with the group, it became increasingly clear that the outcome of original scope of work was not going to satisfy the stakeholder's fundamental concerns. While this priority work program item was created to meet the desire to address potentially quick implementation items from the ULI Report, it was not going to address the underlying issues identified by the group as any amendment to the Downtown Redevelopment Plan is a complicated and lengthy process requiring approvals from multiple agencies. Planning and Development staff believes that an update/reformat of the entire Plan is needed this juncture to: 1) Meet the needs of downtown stakeholders; 2) Provide a comprehensive review of the underlying issues and streamline the process; 3) Create the vehicle to incorporate and implement the various studies underway. Planning and Development is proposing an expansion of the scope of the ULI Priority Item "Reconsider Downtown Design Guidelines and Sign Regulations" to include an update and reformatting of the Downtown Clearwater Redevelopment Plan. The proposed changes described below will streamline and simplify the City's Downtown Redevelopment Plan while accommodating several major objectives which have been identified as important to enhancing opportunity for future economic development in the downtown plan area. This approach affords an opportunity to successfully integrate all ULI-related work, studies, and projects into the downtown planning document as appropriate, and in some cases, as a legal imperative for CRA related projects and expenditures. Importantly, this is the vehicle which will enable the implementation of the East Gateway Vision plan, North Marina Area Plan, the Comprehensive Boating Plan and the Bluff/Coachman/Waterfront Plan. Lastly, it is important to remember that each time a special area plan is amended at least six months alone needs to be allotted for the review process both within and without the City. Character Districts The focus of this task is to re-examine the six Character Districts which make up the Downtown Planning Area and their relationship with the Community Page 11 City of Clearwater Development Code (CDC). The Character Districts work in tandem with the Design Guidelines guiding development and through use requirements, function, development patterns and intensity, density and height. The Design Guidelines ensure projects implement the goals, objectives and policies and Character District visions. Staff intends to remove the contents of the Downtown District from the CDC and incorporate them into each of the Character Districts. This will accomplish several goals: First, it will fulfill the stated obligation of the City, as specified as a one year goal from adoption of the Plan, to include minimum standard development design parameters within the Downtown Planning Area. Uses listed as a minimum standard development may be reviewed directly through the building permit or Business Tax Receipt process reducing review times from up to three months to days or even hours and eliminating application fees which generally start at$675. It has already been established that each of the Character Districts are unique with regard to pattern of development (both existing and desired) and mix of uses. Staff believes that the current D District regulations are overly broad and general in their scope to appropriately reflect the nuances of each character district. This approach will allow staff to clearly and predictably regulate uses by character district. This will allow staff to focus on the form-based component of development which consists of application of the Design Guidelines. Second, staff intends to re-examine the application of parking requirements in, at least, parts of the Downtown Planning Area. For example, it may make sense for overnight accommodations and residential uses to provide their own on-site parking but for most other uses to rely on the more than 2,000 public parking spaces which exist in the Planning Area especially in the Downtown Core. Finally, it will also simplify the entire process for both staff and applicant by accelerating and streamlining the review process and consolidating most of the regulations application to the Downtown Planning Area into one document: intensity of use, permitted and prohibited uses, Design Guidelines, development incentives will all be conveniently located in one document. Design Guidelines Staff will examine and update the Design Guidelines to remove redundancies, outdated and/or unclear pictures and images and incorporate compatible components of Streetsense. Sign Regulations Staff will examine and update the portion of the CDC addressing signage to allow additional flexibility in the Downtown Planning Area with regard to the types, number and area of signs. Staff believes that it may be appropriate for business owners to be able to divide their permitted overall signage area between several types of signs without a formal Comprehensive Sign Program Page 12 City of Clearwater review which costs $400 and can take a week or two for review. For example, a property owner would be able to include an attached sign, awning sign and an under awning hanging sign as a matter of right. In response to questions, Planning and Development Director Michael Delk said there are things staff can do to facilitate and incorporate Streetsense objectives but in the meantime staff needs to move East Gateway into the process. He said some Streetsense recommendations can be accomplished as regulatory ordinances and some things are required to be done in the Downtown Redevelopment Plan. A comment was made that the stakeholders have expressed a concern that the Downtown Design Guidelines were too narrow but combining it with the ULI implementation projects would broaden the project. Concern was expressed that Streetsense will be delayed and businesses will have to spend money through the Comprehensive Sign Program until the Downtown Redevelopment Plan is complete. Trustee Polglaze moved to approve Amendment to ULI 12 Priority P) Work Program, Reconsider Downtown Design Guidelines, to expand the scope of work to include an update and reformatting of the Downtown Redevelopment Plan to incorporate ULI related implementation projects, programs, and strategies; update character districts; incorporate contents of the Downtown zoning district from the Community Development Code; create minimum standard development; and update design and signage guidelines in the Downtown Redevelopment Plan area. The motion was duly seconded and carried unanimously. Ayes: 4 - Chair Cretekos, Trustee Hock-DiPolito, Trustee Polglaze and Trustee Hamilton Nays: 1 - Trustee Jonson Motion carried. Page 13 City of Clearwater 5. Adjourn The meeting adjourned at 3:43 p.m. CC,)rte nC,(\i'C Page 14 City of Clearwater Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#15-1923 Agenda Date: 11/30/2015 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Approve Cleveland Street District Facade Improvement Program loan documents (Financial Incentive Contract, mortgage and note) in the amount of $25,000 for the property located at 24-28 N. Ft. Harrison Avenue, authorize the appropriate officials to execute same, and place façade program on hold until January 30, 2016 in order to evaluate and update the program. SUMMARY: As background, on September 4, 2007, the CRA approved the Cleveland Street District Facade Improvement Program. The Façade Improvement Program creates incentives for property owners and businesses on Cleveland Street to improve the appearance of their businesses and properties. It was hoped that this program would foster and encourage investment and pride in building facades along Cleveland Street and add to the Café District envisioned in a revitalized downtown Clearwater. While staff widely marketed this program after CRA adoption, there was little interest in the program during the recession. However, property owners are now interested in making investments to their buildings. Application for 24 N. Ft. Harrison Avenue Shannon Seymour, Managing Member of 24 N. Ft. Harrison LLC, property owner at 24-28 N. Ft. Harrison Avenue, applied for a Cleveland Street Facade Improvement Program Financial Incentive. As part of the application process, the property owner provided an itemized list of eligible facade improvements totaling $70,563. The proposed timeframe for completion of the exterior is by spring of 2016. The program matches improvements dollar-for-dollar up to $35,000. The CRA Executive Director approved a $10,000 grant leaving the balance of $25,000 as a zero interest (0%) loan, with zero payments to be paid upon sale of the property. If the building is not sold within fifteen years, the full amount of the loan will be due. As described in the Facade Program Guidelines, the loan will be secured by a mortgage and note on the property to be repaid upon sale of the property. Once the eligible improvements are completed and the requisite mortgage and note are executed, the loan will be disbursed as a reimbursement of costs incurred by the property owner. As a stipulation of the loan, the property owner will maintain the facade improvements as approved, in good condition, for a period of five years from completion. The proposed improvements to 24 N. Ft. Harrison meet the Downtown Design Guidelines and overall CRA objectives. Staff recommends approval of the loan documents. Façade Program Evaluation and Update Needed As described above, the Cleveland Street District Façade Improvement Program was adopted Page 1 City of Clearwater Printed on 11/24/2015 File Number: ID#15-1923 by the CRA in 2007. This application was the first eligible applicant for the loan portion of the program since program inception. While loan documents were being prepared, staff realized that portions of the program needed to be updated and several processes clarified. For example, the architect’s fee for the design services portion of the program was set in 2007 and should reflect a current rate. Staff is requesting that this program be placed on hold until January 30, 2016 in order to evaluate and update the program parameters and ensure consistency with current plans and objectives for the CRA’s review and approval. Page 2 City of Clearwater Printed on 11/24/2015 THIS MORTGAGE IS EXEMPT FROM INTANGIBLE TAX Prepared by and return to: Anne Fogarty France City of Clearwater Community Redevelopment Agency P.O. Box 4748 Clearwater, FL 33758-4748 THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $25,000.00, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER MORTGAGE PURPOSE OF LOAN: Property Improvement – Façade Improvement Program THIS MORTGAGE, made on or as of this __________of ________, 2015 between 24 N. FORT HARRISON, LLC, hereinafter called "Mortgagor", whose mailing address is: 24 N. Fort Harrison Avenue, Clearwater, FL 33755, and 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, whose address is P. O. Box 4748, Clearwater, Florida 33758, County of Pinellas, State of Florida, hereinafter called "Mortgagee" or "Lender". WITNESSETH, that to secure the payment of an indebtedness in the principal amount of TWENTY-FIVE THOUSAND and NO/100 DOLLARS ($25,000.00) with, if applicable, interest thereon, which shall be payable in accordance with a certain note, bond, or other obligation, which obligation is hereinafter called "Note", bearing even date herewith, and all other indebtedness which the Mortgagor is obligated to pay to the Mortgagee pursuant to the provisions of the Note and this Mortgage, the Mortgagor hereby grants, conveys, and mortgages to the Mortgagee: ALL that certain lot, piece, or parcel of land situate and being in Pinellas County, Florida, described as follows: SEE ATTACHED LEGAL DESCRIPTION – EXHIBIT “A” COMMONLY KNOWN AS: 24 N. Fort Harrison Avenue, Clearwater, Florida 33755 This mortgage is not assumable. Mortgagor warrants and represents that the Property is investment property and is not the homestead or residence of the Mortgagor. Mortgagor’s homestead and principal residence is 331 Cleveland Street, Unit 304, Clearwater, FL 33756. Seymour/24 N. Fort Harrison LLC Mortgage 10.__.15 THIS MORTGAGE IS EXEMPT FROM INTANGIBLE TAX GM15-9216-050/176760/2 TOGETHER with all appurtenances thereto and all the estate and rights of the Mortgagor in and to such property or in anyway appertaining thereto: all buildings and other structures now or hereafter thereon erected or installed, and all fixtures and articles of personal property now or hereafter attached to, or used in, or in the operation of, any such land, buildings, or structures which are necessary to the complete use and occupancy of such buildings or structures for the purposes for which they were or are to be erected or installed, including, but not limited to, all heating, plumbing, bathroom, lighting, cooking, laundry, ventilating, refrigerating, incinerating, and air-conditioning equipment and fixtures, and all replacements thereof and additions thereto, whether or not the same are or shall be attached to such land, buildings, structures in any manner, lot improvements, roads, and all other infrastructure improvements, and; TOGETHER with any and all awards now or hereafter made for the taking of the property mortgaged hereby, or any part thereof (including any easement) by the exercise of the power of eminent domain, including any award for change of grade of any street or other roadway, which awards are hereby assigned to the Mortgagee and are deemed a part of the property mortgaged hereby, and the Mortgagee is hereby authorized to collect and receive the proceeds of such awards, to give proper receipts and acquaintance therefore, and to apply the same toward the payment of the indebtedness secured by this Mortgage, notwithstanding the fact that the amount owing thereon may not then be due and payable; and the Mortgagor hereby agrees, upon request, to make, execute, and deliver any and all assignments and other instruments sufficient for the purpose of assigning each such award to the Mortgagee, free, clear and discharged of any encumbrances of any kind or nature whatsoever, and TOGETHER with all right, title, and interest of the Mortgagor in and to the land lying in the streets and roads in front of and adjoining the above described land (all of the above described land, buildings, other structures, fixtures, articles of personal property, awards and other rights and interests being hereinafter collectively called the "mortgaged property") TO HAVE AND TO HOLD the mortgaged property and every part thereof unto the Mortgagee, its successors and assigns forever for the purposes and uses herein set forth. MORTGAGOR further covenants and agrees with the Mortgagee, as follows: 1. The Mortgagor will promptly pay the principal of and interest on the indebtedness evidenced by the Note, and all other charges and indebtedness provided therein and in this Mortgage, at the times and in the manner provided in the Note and in this Mortgage. 2. The Mortgagor will pay when due, as hereinafter provided, all ground rents, if any, and all taxes, assessments, water rates and other governmental charges, fines, and impositions, of every kind and nature whatsoever, now or hereafter imposed on the mortgaged property, or any part thereof, and will pay when due every amount of indebtedness secured by any lien to which the lien of this Mortgage is expressly subject. 3. This Mortgage and the Note were executed and delivered to secure monies advanced in full to the Mortgagor by the Mortgagee as or on account of a loan evidenced by the Note, for the purpose of property improvements to or on the mortgaged property, which improvements are hereinafter collectively called "Improvements", and for such other purpose, if any, described or referred to therein. The Mortgagor shall make or cause to be made all the improvements. If the construction or installation of the improvements shall not be carried out with reasonable diligence, or shall be discontinued at any time for any reason, other than strikes, lock-outs, acts of God, fires, floods, or other similar catastrophes, riots, war or insurrection, the Mortgagee, after due notice to the Mortgagor, is hereby authorized (a) to enter upon the mortgaged property and employ any watchmen, protect the improvements from depreciation or injury and to preserve and protect such property, (b) to carry out any and all then existing contracts between the Mortgagor and other parties for the purpose of making any of the improvements, (c) to make and enter into additional contracts and incur obligations for the purposes of completing the improvements pursuant to the obligations of the Mortgagor hereunder, either in the name of the Mortgagee or the Mortgagor, and (d) to pay and discharge all debts, obligations, and liabilities incurred by reason of any action taken by the Mortgagee as provided in this Paragraph, all of which amounts so paid by the Mortgagee, with interest thereon from the date of each such payment, at the rate as set forth in the Note plus three percent (3%) per annum, not to exceed the maximum allowed by law, shall be payable by the Mortgagor to the Mortgagee on demand and shall be secured by this Mortgage. Funds provided under this mortgage may have been provided by the Community Redevelopment Agency of the City of Clearwater (“CRA”) and are subject to the Façade Improvement Program Loan regulations and other applicable guidelines and regulations. Funds provided by the CRA under this mortgage may be used only for the improvement to the storefront area of the subject Seymour/24 N. Fort Harrison LLC Mortgage 10.__.15 THIS MORTGAGE IS EXEMPT FROM INTANGIBLE TAX GM15-9216-050/176760/2 building/property, as approved by the CRA, including but not limited to; signage, lighting, entryways, windows, and other cosmetic or structural work (“Façade Improvements”). 4. No building or other structure or improvement, fixture of personal property mortgaged hereby shall be removed or demolished without the prior written consent of the Mortgagee. The Mortgagor will not make, permit or suffer any alteration of or addition to any building or other structure or improvement now or which may hereafter be erected or installed upon the mortgaged property, or any part thereof, except the improvements required to be made Pursuant to Paragraph 3 hereof, nor will the Mortgagor use, or permit or suffer the use of any of the mortgaged property for any purpose other than the purpose or purposes for which the same is now intended to be used, without the prior written consent of the Mortgagee. The Mortgagor will maintain the Façade Improvements in good condition for a period of five (5) years, and otherwise maintain the mortgaged property in good condition and state of repair and will not suffer or permit any waste to any part thereof, and will promptly comply with all the requirements of Federal, state and local governments, or of any departments, divisions or bureaus thereof, pertaining to such property or any part thereof. 5. Preservation, Maintenance and Protection of the Property. Borrower shall not destroy, damage, or impair the Property, allow the Property to deteriorate or commit waste on the Property. Borrower shall maintain the Property in order to prevent the Property from deterioration or decrease in value due to its condition. Borrower shall comply with all City Codes relating to maintenance of the Property and shall repair or restore the Property upon Notice by the City. Failure to comply with this provision may result in Borrower’s loan being placed in default. 6. The Mortgagor will not voluntarily create, or permit or suffer to be created or to exist, on or against the mortgaged property, or any part thereof, any lien superior to the lien of this Mortgage, exclusive of the lien or liens, if any, to which this Mortgage is expressly subject, as set forth in the granting clause above, and will keep and maintain the same free from the claims of all parties supplying labor or materials which will enter into the construction or installation of the improvements. 7. (a) The Mortgagor will keep all buildings, other structures and improvements, including equipment, now existing or which may hereafter be erected or installed on the land mortgaged hereby, insured against loss by fire and other hazards, casualties and contingencies, in such amounts and manner, and for such periods, all as may be required from time to time by the Mortgagee. Unless otherwise required by the Mortgagee, all such insurance shall be affected by Standard Fire and Extended Coverage Insurance policies, in amounts not less than necessary to comply with the coinsurance clause percentage of the value applicable to the location and character of the property to be covered. All such insurance shall be carried in companies approved by the Mortgagee and all policies therefore shall be in such form and shall have attached thereto loss payable clauses in favor of the Mortgagee and any other parties as shall be satisfactory to the Mortgagee. All such policies and attachments thereto shall be delivered promptly to the Mortgagee, unless they are required to be delivered to the holder of a lien of a mortgage or similar instrument to which this Mortgage is expressly subject, in which latter event, certificates thereof, indicating Mortgagee's interest with the standard mortgage clause, satisfactory to the Mortgagee, shall be delivered promptly to the Mortgagee. The Mortgagor will pay promptly when due, as hereinafter provided, any and all premiums on such insurance, and in every case in which payment thereof is not made from the deposits therefore required by this Mortgage, promptly submit to the Mortgagee for examination receipts or other evidence of such payment as shall be satisfactory to the Mortgagee. The Mortgagee may obtain and pay the premium on (but shall be under no obligation to do so) every kind of insurance required hereby if the amount of such premium has not been deposited as required by this Mortgage, in which event the Mortgagor will pay to the Mortgagee every premium so paid by the Mortgagee, as set forth in Paragraph 3, above. (b) In the event of loss or damage to the mortgaged property, the Mortgagor will give to the Mortgagee immediate notice thereof by mail, and the Mortgagee may make and file proof of loss if not made otherwise promptly by or on behalf of the Mortgagor. Each insurance company issuing any such policy is hereby authorized and directed to make payment hereunder for such loss to the Mortgagor and the Mortgagee jointly, unless the amount of loss is payable first to the holder of a lien under a mortgage or similar instrument to which this Mortgage is expressly subject; and all the insurance proceeds, or any part thereof, if received by the Mortgagee, may be applied by the Mortgagee, at its option, either in reduction of the indebtedness hereby secured, or to the restoration or repair of the mortgaged property damaged. In the event of foreclosure of this Mortgage, or of any transfer of title to the mortgaged property in extinguishment of such indebtedness, all right, title, and interest of the Mortgagor in and to every such insurance policy then in force, subject to the rights and interest of the holder of any such prior lien, shall pass to the grantee acquiring title to the mortgaged property together with such policy and appropriate assignment of such right, title and interest which shall be made by the Mortgagor. 8. (a) In order more fully to protect the security of this Mortgage, the Mortgagor shall deposit with the Mortgagee together with, and in addition to, if applicable, the payment of principal and interest monthly on account of the Note secured hereby, until the Note is paid in full, an amount of money equal to the total amount of (i) ground rents, if any, next becoming due, (ii) the premiums next becoming due on the policies of fire and all other hazard insurance required by this Mortgage with respect to the mortgaged property, (iii) taxes, assessments, water rates and other governmental charges next becoming due on the mortgaged property (all the foregoing amounts as estimated by the Seymour/24 N. Fort Harrison LLC Mortgage 10.__.15 THIS MORTGAGE IS EXEMPT FROM INTANGIBLE TAX GM15-9216-050/176760/2 Mortgagee and set forth in a written notice of such estimate by the Mortgagee to the Mortgagor from time to time), less all amounts that may already have been paid therefore, divided by the number of calendar months to elapse before one calendar month prior to the date when such ground rents, premiums, taxes, assessments, water rates and other governmental charges, respectively, will become due and payable. If any amount referred to in clauses (i) through (iii) hereof is required to be deposited by the Mortgagor under a mortgage or similar instrument having priority over the lien of this Mortgage, the Mortgagor shall make the deposits required by this Paragraph 8 only in the event of the termination of such obligation or the occurrence of the last mentioned event. All such amounts so deposited with the Mortgagee shall be held by the Mortgagee, or any agent designated by it, in trust to be used only for the payment of such ground rents, premiums, taxes, assessments, water rates and other governmental charges. No interest shall be payable by the Mortgagee on any sum so deposited. (b) All amounts required to be deposited with the Mortgagee monthly in accordance with Paragraph 8(a) hereof, and the amount of principal and interest to be paid each month on account of the Note, shall be added together, and the aggregate amount thereof shall be paid by the Mortgagor to the Mortgagee in a single payment to be applied by the Mortgagee on account of the indebtedness of the Mortgagor pursuant to the Note and this Mortgage (to the extent that monies are available from the amount so deposited), in the order, any provision of the Note to the contrary notwithstanding, as follows: FIRST, to the amount of such ground rents, if any, fire and other hazard insurance premiums, taxes, assessments, water rates, and other governmental charges required to be paid under the provisions of this Mortgage, in whatever sequence the Mortgagee may exclusively determine; SECOND, to interest due on the Note; THIRD, to the principal due on the Note; and FOURTH, the remainder to the late charges, if any, referred to in the Note. Any deficiency in the amount of any such aggregate monthly payment shall, unless paid by the Mortgagor prior to the due date of the next such deposit payable, constitute an event of default under this Mortgage. (c) Any excess funds that may be accumulated by reason of the deposits required under Paragraph 8 (a) hereof, remaining after payment of the amounts described in clauses (i), (ii), and (iii) hereof, shall be credited to subsequent respective monthly amounts of the same nature required to be paid hereunder. If any such amount shall exceed the estimate therefore, the Mortgagor shall forthwith pay to the Mortgagee the amount of such deficiency upon written notice by the Mortgagee of the amount thereof. Failure to do so before the due date of such amount shall be an event of default under this Mortgage. If the mortgaged property is sold under foreclosure or is otherwise acquired by the Mortgagee, after default by the Mortgagor, any remaining balance of the accumulations under Paragraph 8 (a) hereof, shall be credited to the principal amount owing on the Note as of the date of commencement of foreclosure proceedings for the mortgaged property, or as of the date the mortgaged property is otherwise acquired. 9. The Improvements and all plans and specifications therefore shall comply with all applicable municipal ordinances, regulations and rules made or promulgated by lawful authority, and upon their completion, shall comply therewith and with the rules of the Board of Fire Underwriters having jurisdiction. 10. Upon any failure by the Mortgagor to comply with or perform any of the terms, covenants, or conditions of this Mortgage requiring the payment of any amount of money by the Mortgagor, other than the principal amount of the loan evidenced by the Note, interest and other charges, as provided in the Note, the Mortgagee may at its option make such payment. Every payment so made by the Mortgagee (including reasonable attorneys fees incurred thereby), with interest thereon from the date of such payment, as set forth in Paragraph 3, above, except any payment for which a different rate of interest is specified herein, shall be payable by the Mortgagor to the Mortgagee on demand and shall become a lien secured by this Mortgage. This Mortgage with respect to any such amount and the interest thereon shall constitute a lien on the mortgaged property prior to any other lien attaching or accruing subsequent to the lien of this Mortgage. 11. The Mortgagee, by any of its agents or representatives, shall have the right to inspect the mortgaged property from time to time at any reasonable hour of the day. Should the mortgaged property, or any part thereof, at any time require inspection, repair, care or attention of any kind or nature not provided by this Mortgage as determined by the Mortgagee in its sole discretion, the Mortgagee may, after notice to the Mortgagor, enter or cause entry to be made upon the mortgaged property and inspect, repair, protect, care for or maintain such property, as the Mortgagee may in its sole discretion deem necessary, and may pay all amounts of money therefore, as the Mortgagee may in its sole discretion deem necessary. 12. The principal amount owing on the Note together with interest thereon and all other charges, as therein provided, Seymour/24 N. Fort Harrison LLC Mortgage 10.__.15 THIS MORTGAGE IS EXEMPT FROM INTANGIBLE TAX GM15-9216-050/176760/2 and all other amounts of money owing by the Mortgagor to the Mortgagee pursuant to and secured by the Mortgage, shall immediately become due and payable without notice or demand upon the appointment of a receiver or liquidator, whether voluntary or involuntary, for the Mortgagor or any of the property of the Mortgagor, or upon the filing of a petition by or against the Mortgagor under the provisions of any State insolvency law, or under the provisions of the Bankruptcy Act of 1898, as amended, or upon the making by the Mortgagor of an assignment for the benefit of the Mortgagor's creditors. The Mortgagee is authorized to declare, at its option, all or any part of such indebtedness immediately due and payable upon the occurrence of any of the following events of default: (a)Failure to pay the amount of any installment of principal and interest, or other charges payable on the Note, which shall have become due, prior to the due date of the next such installment. (b)Nonperformance by the Mortgagor of any covenant, agreement, term or condition of this Mortgage, or of the Note (except as otherwise provided in subdivision (a) hereof) or of any other agreement heretofore, herewith or hereafter made by the Mortgagor with the Mortgagee in connection with such indebtedness, after the Mortgagor has been given due notice by the Mortgagee of such nonperformance; (c)Failure of the Mortgagor to perform any covenant, agreement, term or condition in any instrument creating a lien upon the mortgaged property, or any part thereof, which shall have priority over the lien of this Mortgage; (d)The Mortgagee's discovery of the Mortgagor's failure in any application of the Mortgagor to the Mortgagee to disclose any fact deemed by the Mortgagee to be material, or of the making therein, or in any of the agreements entered into by the Mortgagor with the Mortgagee (including but not limited to the Note and this Mortgage) of any misrepresentation by, on behalf of, or for the benefit of the Mortgagor; (e)The sale, lease or other transfer of any kind or nature of the mortgaged property, or any part thereof, without the prior written consent of the Mortgagee; The Mortgagee's failure to exercise any of its rights hereunder shall not constitute a waiver thereof. Upon any event of default, as enumerated in this Paragraph, the Note shall become, or may be declared to be, immediately due and payable. 13. The Mortgagee may from time to time cure each default under any covenant or agreement in any instrument creating a lien upon the mortgaged property, or any part thereof, which shall have priority over the lien of this Mortgage, to such extent as the Mortgagee may exclusively determine, and each amount Paid, if any, by the Mortgagee to cure any such default shall be paid by the Mortgagor to the Mortgagee, and the Mortgagee shall also become subrogated to whatever rights the holder of the prior lien might have under such instrument. 14. (a) After the occurrence of any default hereunder, the Mortgagor shall upon demand of the Mortgagee, surrender possession of the mortgaged property to the Mortgagee, and the Mortgagee may enter such property, and let the same and collect all the rents there from which are due or to become due, and apply the same, after payment of all charges and expenses, on account of the indebtedness hereby secured, and all such rents and all leases existing at the time of such default are hereby assigned to the Mortgagee as further security for the payment of the indebtedness secured hereby, and the Mortgagee may also dispossess, by the usual summary proceedings, any tenant defaulting in the payment of any rent to the Mortgagee. (b) In the event that the Mortgagor occupies the mortgaged property or any part thereof, the Mortgagor agrees to surrender possession of such property to the Mortgagee immediately after any such default hereunder, and if the Mortgagor remains in possession after such default, such possession shall be as a tenant of the Mortgagee, and the Mortgagor shall pay in advance, upon demand by the Mortgagee, as a reasonable monthly rental for the premises occupied by the Mortgagor, an amount at least equivalent to one-twelfth of the aggregate of the twelve monthly installments payable in the current calendar year, plus the actual amount of the annual ground rent, if any, taxes, assessments, water rates, other governmental charges, and insurance premiums payable in connection with the mortgaged property during such year, and upon the failure of the Mortgagor to pay such monthly rental, the Mortgagor may also be dispossessed by the usual summary proceedings applicable to tenants. This covenant shall become effective immediately upon the occurrence any such default, as determined in the sole discretion of the Mortgagee, who shall give notice of such determination to the Mortgagor, and in the case of foreclosure and the appointment of a receiver of the rents, the within covenant shall inure to the benefit of such receiver. 15. The Mortgagee in any action to foreclose this Mortgage shall be entitled to the appointment of a receiver without notice, as a matter of right and without regard to the value of the mortgaged property, or the solvency or insolvency of Seymour/24 N. Fort Harrison LLC Mortgage 10.__.15 THIS MORTGAGE IS EXEMPT FROM INTANGIBLE TAX GM15-9216-050/176760/2 the Mortgagor or other party liable for the payment of the Note and other indebtedness secured by this Mortgage. 16. The Mortgagor, within ten (10) days upon request in person or within twenty (20) days upon request by mail, will furnish promptly a written statement in form satisfactory to the Mortgagee, signed by the Mortgagor and duly acknowledged, of the amount then owing on the Note and other indebtedness secured by this Mortgage, and whether any offsets or defenses exist against such indebtedness or any part thereof. 17. The Mortgagor will give immediate notice by registered or certified mail to the Mortgagee of any fire, damage or other casualty affecting the mortgaged property, or of any conveyance, transfer or change in ownership of such property, or any part thereof. 18. Notice and demand or request may be made in writing and may be served in person or by mail. 19. In case of a foreclosure sale of the mortgaged property, it may be sold in one parcel. 20. The Mortgagor will not assign the rents, if any, in whole or in part, from the mortgaged property, or any part thereof, without the prior written consent of the Mortgagee. 21. The Mortgagor is lawfully seized of the mortgaged property and has good right, full power and lawful authority to sell and convey the same in the manner above provided, and will warrant and defend the same to the Mortgagee forever against the lawful claims and demands of any and all parties whatsoever. 22. The Mortgagor hereby waives the benefit of all homestead exemptions as to the debt secured by this Mortgage and as to any expenditures for insurance, taxes, levies, assessments, dues or charges incurred by the Mortgagee pursuant to any provision of this Mortgage. 23. This Mortgage and all the covenants, agreements, terms and conditions herein contained shall be binding upon and inure to the benefit of the Mortgagor and the heirs, legal representatives and assigns of the Mortgagor and, to the extent permitted by law, every subsequent owner of the mortgaged property, and shall be binding upon and inure to the benefit of the Mortgagee and its assigns. If the Mortgagor, as defined herein, consists of two or more parties, this Mortgage shall constitute a grant and mortgage by all of them jointly and severally, and they shall be obligated jointly and severally under all the provisions hereof and under the Note. The word "Mortgagee" shall include any person, corporation, or other party who may from time to time be the holder of this Mortgage. Wherever used herein, the singular number shall include the plural, the plural number shall include the singular, and the use of any gender shall be applicable to all genders wherever the sense requires. THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $25,000.00, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE. Default of the terms of the mortgage and note shall cause this NOTE to become immediately due and payable. IN WITNESS WHEREOF, this Mortgage has been duly signed and sealed by the Mortgagor on or as of the day and year first above written. In the presence of: Witness SHANNON SEYMOUR, Managing Member 24 N. FORT HARRISON LLC Witness STATE OF FLORIDA ] COUNTY OF PINELLAS ] The foregoing instrument was acknowledged before me this ___ day of , 2015 by SHANNON SEYMOUR, Seymour/24 N. Fort Harrison LLC Mortgage 10.__.15 THIS MORTGAGE IS EXEMPT FROM INTANGIBLE TAX GM15-9216-050/176760/2 personally known to me or who have produced a driver’s license as identification. My Commission expires:Notary Public Seymour/24 N. Fort Harrison LLC Mortgage 10.__.15 THIS MORTGAGE IS EXEMPT FROM INTANGIBLE TAX GM15-9216-050/176760/2 EXHIBIT “A” Seymour/24 N. Fort Harrison LLC Note 10.__.15 GM15-9216-050/176759/2 Prepared by and return to: Anne Fogarty France City of Clearwater Community Redevelopment Agency P.O. Box 4748 Clearwater, FL 33758-4748 MORTGAGE NOTE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER $25,000.00 Clearwater, Florida , 2015 Property Address: 24 N. Fort Harrison Avenue, Clearwater, Florida (“Property”) Parcel I.D:16/29/15/23814/000/0120 1.BORROWER'S PROMISE TO PAY For value received, 24 N. FORT HARRISON, LLC, the borrower, promises to pay the sum of Twenty-Five Thousand and NO/100 Dollars ($25,000.00) in U.S. dollars ("Principal") to the order of the Lender. The Lender is 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, and located at 112 S. Osceola Avenue, Clearwater, Florida 33756. The Lender or anyone who takes this Note by transfer and who is entitled to receive the value as evidenced by this Note is called the "Note Holder". This Note is secured by a mortgage of even date herewith (“Mortgage” or “Security Instrument”). THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $25,000.00, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE. Default of the terms of the mortgage and note shall cause this NOTE to become immediately due and payable. 2.INTEREST There will be no interest charged during the life of this loan. In the event Borrower transfers, sells, assigns, mortgages, refinances, or fails to meet the obligations established by the Note, Mortgage, or other applicable restrictions or laws, or in any manner disposes of all or a portion of the Property, then the principal and interest due, if any, shall become immediately due and payable and such outstanding principal shall begin to bear interest immediately at a rate of three percent (3%) per annum from the date or such sale, transfer, assignment, mortgage, refinance, or other conveyance, until paid in full. 3.PAYMENTS Seymour/24 N. Fort Harrison LLC Note 10.__.15 GM15-9216-050/176759/2 The term of this loan is Fifteen (15) years. The payments on this loan shall be deferred during the life of the loan provided that the borrower does not default. The entire principal balance shall be due and payable upon the sale, transfer of ownership, or refinancing of the property by the Borrower hereof, or any successors in title to the Borrowers hereof. If, on the Fifteenth (15th) anniversary of the date of this Note (“Due Date” or “Maturity Date”), Borrower still owes amounts due under this Note, Borrower shall pay all amounts due and owing in full on that date. The Note Holder shall have the optional right to declare the amount of the total balance hereof to be due and forthwith payable in advance of the Due Date upon the occurrence of any Event of Default or failure to perform in accordance with any of the terms and conditions set forth in the Note or Mortgage, as further described below. 4.BORROWER'S RIGHT TO PREPAY The undersigned has the right to prepay the balance due on this Note according to the amount owed, as listed below. A payment of principal only is known as a "prepayment". When a prepayment is made, the undersigned must notify the Note Holder, in writing, that Borrower is doing so. Full prepayment or partial prepayments may be made without paying any prepayment charge. The Note Holder will use all prepayments to reduce the amount of Principal that is owed under this Note. If a partial prepayment is made, there will be no change in the Due Date, unless the Note Holder agrees, in writing, to this change. Should the borrower sell, refinance (subject to Lender’s Subordination Policy, as may be amended from time to time), or otherwise transfer title of the property, the full amount of the Note will be due to the Note Holder. 5.LOAN CHARGES If a law, which applies to this loan and which sets maximum loan charges, is interpreted so that the interest or other loan charges collected in connection with this loan exceed the permitted legal limit, then any sum already collected which exceeded permitted limits shall be credited as a payment of Principal, unless the undersigned shall notify the Note Holder, in writing, that the undersigned elects to have such excess sum returned to it forthwith. 6.BORROWER'S FAILURE TO PAY AS REQUIRED (A) Default The Note shall become due and payable if the borrower should sell, refinance or otherwise transfer title of the property secured in this Note. Should the Borrower default under any provisions contained in this Note and/or the Mortgage, the outstanding Principal shall bear an interest rate of three percent (3%) per annum until paid in full. (B) No Waiver By Note Holder The remedies of the Note Holder, as provided herein or in the Mortgage Instrument shall be cumulative and concurrent and may be pursued regularly, successively or together, at the sole discretion of the Note Holder, and may be exercised as often as occasion therefore shall arise. No act of omission or commission of the Note Holder, including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by the Note Holder, and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing as a waiver or release of any subsequent right, remedy or recourse as to a subsequent event. Even if, at a time when the undersigned is in default, the Note Holder does not require immediate payment in full, as described above, the Note Holder will still have the right to do so if a default occurs at a later time. (C) Payment of Note Holder's Costs and Expenses In the event the Note is collected by law or through an attorney at law, or under advice therefrom, the Note Holder will have the right to be paid back for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses include, for example, reasonable attorney's fees, which are defined to include, without limitation, all fees incurred in all matters of collection and enforcement, construction and interpretations, before, during and after trial, proceedings and appeals, as well as appearances in reorganization or similar proceedings, and the cost of paraprofessional personnel working under supervision of an attorney. Seymour/24 N. Fort Harrison LLC Note 10.__.15 GM15-9216-050/176759/2 7.GIVING OF NOTICES Unless applicable law requires a different method, any notice that must be given under this Note will be given by delivering it or by mailing it by first class mail to the undersigned at the Property address noted above. Any notice that must be given to the Note Holder under this Note will be given by delivering it or by mailing it by first class mail to the Note Holder, at the address stated in Section 1 or at a different address if you are given a notice of that different address. 8.OBLIGATIONS OF PERSONS UNDER THIS NOTE If more than one person signs this Note, each person is fully and personally obligated to keep all of the promises made in this Note, including the promise to pay the full amount owed. Any person who is a guarantor, surety or endorser of this Note is also obligated to do these things. Any person who takes over these obligations, including the obligations of a guarantor, surety or endorser of this Note, is also obligated to keep all of the promises made in this Note. The Note Holder may enforce its rights under this Note against each person individually or against all of us together. This means that any one of us may be required to pay all of the amounts owned under this Note. 9.WAIVERS All persons now or at any time liable, whether primarily or secondarily, for the payment of the indebtedness hereby evidenced, for themselves, their heirs, legal representatives, successors and assigns respectively, hereby (a) expressly waive the rights of Presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest, and diligence in collection ("Presentment" means the right to require the Note Holder to demand payment of amounts due. "Notice of Dishonor" means the right to require the Note Holder to give Notice to other persons that amounts due have not been paid); (b) consent that the time of all payments or any part thereof may be extended, rearranged, renewed or postponed by the Note Holder hereof and further consent that the collateral security or any part thereof may be released, exchanged, added to or substituted for by the Holder hereof, without in anyway modifying, altering, releasing, affecting or limiting their respective liability or the lien of any security instrument; (c) agreed that the Note Holder, in order to enforce payment of this Note, shall not be required first to institute any suit or to exhaust any of its remedies against the undersigned or any other person or party to become liable hereunder. This Note and the instruments securing it have been executed and delivered in, and their terms and provisions are to be governed and construed by the laws of the State of Florida. 10.UNIFORM SECURED NOTE This Note is a uniform instrument with limited variations in some jurisdictions. In addition to the protections given to the Note Holder under this Note, a Mortgage ("Mortgage Instrument"), dated the same date as this Note, protects the Note Holder from possible losses which might result if the undersigned does not keep the promises which are made in this Note. The Mortgage Instrument described how and under what conditions the undersigned may be required to make immediate payment in full of all amounts owed under this Note. The Note Holder may, at its option, require immediate payment in full of all sums secured by this Security Instrument. However, this option shall not be exercised by the Note Holder if exercise is prohibited by law as of the date of this Instrument. If the Note Holder exercises this option, the Note Holder shall give the Borrower written notice of acceleration. The notice shall provide a period of not less than 30 days from the date the notice is delivered or mailed within which the Borrower must pay all sums secured by this Security Instrument. If the Borrower fails to pay these sums prior to expiration of this period, the Note Holder may invoke any remedies permitted by this Note or the Security Instrument without further notice or demand on the Borrower. 11.If more than one party shall execute this Note, the term "undersigned", as used herein, shall mean all parties signing this Note and each of them, who shall be jointly and severally obligated hereunder. In this Note, whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural. Seymour/24 N. Fort Harrison LLC Note 10.__.15 GM15-9216-050/176759/2 12.COPY RECEIVED Borrower hereby acknowledges receipt of a copy of this instrument. Notice to Borrower Do not sign this Note if it contains blank spaces. All spaces should be completed before you sign. THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $25,000.00, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE. Default of the terms of the mortgage and note shall cause this NOTE to become immediately due and payable. IN WITNESS WHEREOF, the undersigned have executed this Note on the day and year first above mentioned. 24 N. FORT HARRISON, LLC By: ____________________________ Print Name: _________________________ Title: ____________________________ STATE OF FLORIDA ]COUNTY OF PINELLAS ] The foregoing instrument was acknowledged before me this ___ day of , 2015 by Shannon Seymour, Managing Member, 24 N. FORT HARRISON, LLC,personally known to me or who have produced a driver’s license as identification. My Commission expires:Notary Public Page 1 of 2 CITY OF CLEARWATER COMMUNITY REDEVELOPMENT AGENCY CLEVELAND STREET DISTRICT FAÇADE IMPROVEMENT PROGRAM FINANCIAL INCENTIVE AGREEMENT STATE OF FLORIDA COUNTY of PINELLAS THIS AGREEMENT, made and entered into this ___ day of __________________ 20__ by and between THE CITY OF CLEARWATER COMMUNITY REDEVELOPMENT AGENCY, hereinafter referred to as the CRA, and ___24 N. Fort Harrison, LLC____________________ hereinafter referred to as the RECIPIENT. WITNESSETH THAT: Whereas, the CRA is dedicated to the renovation and rehabilitation and general improvement of the commercial structures in the central business district of the City of Clearwater; and Whereas, the CRA has developed a Façade Improvement Program to stimulate such improvement by providing grants and loans to property owners on a reimbursable matching basis for improvements to building facades and the furtherance of the Café District vision, the RECIPIENT agrees to certain conditions defined by the CRA: NOW THEREFORE, in consideration of the promises and mutual covenants herein contained the parties agree as follows: 1. The Recipient agrees to utilize the funds on a reimbursement basis to fulfill that project described in the Recipient’s Facade Financial Incentive Program Application attached hereto as Exhibit “A” and in the Letter of Notification attached hereto as Exhibit “B” and to utilize said funds for facade renovations and rehabilitation. 2. The Recipient agrees to renovate and rehabilitate those premises described in Exhibit “A” and “B” in accordance with the designs as approved and attached in Exhibit “A” so as to improve the façade(s) and to contribute to the Café District vision. 3. The Recipient agrees to maintain, based upon the images and description of work contained in Exhibit “A” the architectural integrity of the entire structure and premises, retaining those elements that enhance the structure and premises. 4. The Recipient agrees to abide by and conform to all rehabilitation and renovation undertaken pursuant to this agreement, to all applicable laws of the United States, the State of Florida, and those applicable provisions of the ordinances of the City of Clearwater, and any and all other applicable law directly or indirectly related to the subject matter of this agreement. 5. The Recipient must obtain a Certificate of Occupancy or other appropriate permit inspection approval based upon the nature of the improvements. 6. The Recipient agrees to undertake the renovation project by _____________ (“Commencement Date”) which is within six (6) months of approval of the project, with completion to occur by ______ Page 2 of 2 (“Completion Date”) which is within twelve (12) months of approval. Failure to complete the project by this date without a written extension by the CRA Executive Director will result in breach of this agreement. 7. The total amount of Recipient’s award is _$35,000___. Of this total amount, $10,000 will be a grant, (not requiring repayment) and $25,000 will be a zero interest loan payable in fifteen (15) years, upon sale of the property, or upon a default as described in the Note and Mortgage (“Security Instruments”) securing the loan and executed by Recipient of even date herewith. 8. The Recipient agrees that the CRA will reimburse the Recipient on a $1:$1 (dollar-for-dollar) matching basis up to the award amount of _$_35,000_____. The award will be reimbursed upon completion of said improvements (according to itemized list in Exhibit “A”), provided said project adheres to the application and designs as provided for in Exhibit “A”, and confirmation of completion upon inspection and acceptance by the CRA . 9. The Recipient agrees to maintain his/her property in good repair and to maintain and keep in place those improvements that are approved for reimbursement as defined in Exhibit “A” for a minimum period of five (5) years from the date of reimbursement. Failure to comply will be deemed a breach of this contract and a default under the Note and Mortgage (incorporated herein by reference), which may trigger repayment of the Note as provided for in the Note and Mortgage. 10. Technical assistance provided by the City of Clearwater, CRA and any affiliate, successor or assigns will be advisory only. The City of Clearwater, CRA and any affiliate, successor or assigns will not be a party in negotiations between the Recipient and any contractor employed by him/her. 11. This agreement may be terminated and the CRA may withhold monies upon the Recipient's breach of or failure to perform any of the terms of this agreement including those provisions in Exhibit “A” and “B.” The CRA shall give the Recipient ten (10) days notice in writing of termination for any cause. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed by their proper officials upon the day and year first above written. BY:_____________________________________ BY:______________________________________ Rod Irwin Shannon Seymour Executive Director Managing Member Community Redevelopment Agency 24 N. Fort Harrison, LLC BY:_______________________________BY: ________________________________ Witness Witness v aor 444 stt *44,441. 4'411, 4,4414t."=" 11"1" ri* I • 414 4.••••••• ~me ••••41. +sm. • IP a lealleetara er N,iil.ia ...- .,.._. = fir # • a, i!... rWiW(f ! i fie' VI •n _.rte: - r' /ir tiadrefi