10/17/2016Monday, October 17, 2016
1:00 PM
City of Clearwater
City Hall
112 S. Osceola Avenue
Clearwater, FL 33756
City Hall Chambers
Community Redevelopment Agency
Meeting Agenda
October 17, 2016Community Redevelopment Agency Meeting Agenda
1. Call To Order
2. Approval of Minutes
2.1 Approve the minutes of the September 12, 2016 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 an Agreement between the Community Redevelopment Agency and
the Florida Business Incubator, Inc. (formerly TAFFIE, LLC), a Florida
corporation, to provide Monthly Educational Programs to support
entrepreneurship and small business development in the CRA in the amount
not to exceed $25,000 for Fiscal Year 16-17, and authorize the appropriate
officials to execute same.
5. Adjourn
Page 2 City of Clearwater Printed on 10/13/2016
Cover Memo
City of Clearwater City Hall
112 S. Osceola Avenue
Clearwater, FL 33756
File Number: ID#16-2879
Agenda Date: 10/17/2016 Status: Agenda ReadyVersion: 1
File Type: MinutesIn Control: Community Redevelopment Agency
Agenda Number: 2.1
SUBJECT/RECOMMENDATION:
Approve the minutes of the September 12, 2016 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 10/13/2016
Community Redevelopment Agency Meeting Minutes September 12, 2016
City of Clearwater
City Hall
112 S. Osceola Avenue
Clearwater, FL 33756
Meeting Minutes
Monday, September 12, 2016
1:00 PM
City Hall Chambers
Community Redevelopment Agency
Page 1 City of Clearwater
Draft
Community Redevelopment Agency Meeting Minutes September 12, 2016
Roll Call
Present 5 - Chair George N. Cretekos, Trustee Doreen Caudell, Trustee Bob
Cundiff, Trustee Hoyt Hamilton, and Trustee Bill Jonson Also Present – William B. Horne – City Manager, Jill Silverboard – Deputy City
Manager, Pamela K. Akin – City Attorney, Rosemarie Call – City
Clerk, Seth Taylor - CRA Executive Director, and Nicole Sprague –
Official Records and Legislative Services Coordinator
To provide continui ty for research, items are listed in agenda order although not
ne cessarily discussed in that order.
Unapproved
1. Call To Order – Chair Cretekos
The meeting was called to order at 1:07 p.m. at City Hall. 2. Approval of Minutes
2.1 Approve the minutes of the August 15, 2016 CRA Meeting as submitted in written
summation by the City Clerk.
Trustee Cundiff moved to approve the minutes of the August 15,
2016 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 the Interlocal Agreement with the Downtown Development Board (DDB) to
provide personnel, administrative and management services during Fiscal Year
2016-2017 in the amount of $66,950, refund the CRA tax increment fee of $188,500,
and authorize the appropriate officials to execute same.
Florida Statutes 163.387 requires all taxing authorities, which includes the
DDB, to make an annual appropriation in an amount equal to the incremental
increase in the ad valorem revenue within the CRA area. The DDB’s increment
payment is $188,500 according to the Pinellas County Property Appraiser’s
office. In a spirit of cooperation to further the downtown redevelopment plan,
the CRA Trustees executed the first Interlocal Agreement in Fiscal Year
1999-2000 to provide personnel, administrative and management services to
Page 2 City of Clearwater
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Community Redevelopment Agency Meeting Minutes September 12, 2016
the DDB and to refund the difference between the increment payment and the
management fee. This is the eighteenth fiscal year that the CRA would enter
into the agreement.
Pursuant to Florida Statute 163.01, the CRA and DDB can enter into this
agreement in which the DDB agrees to perform certain responsibilities and
functions including funding projects and programs consistent with the
downtown redevelopment plan. The intent of this agreement is for the DDB and
the CRA to work collaboratively on projects and programs that further
downtown goals and objectives. The management of the DDB by CRA staff
enables the CRA and the DDB to utilize the public dollars more efficiently.
The DDB shall pay the CRA $66,950 for the services agreed to in the Interlocal
Agreement.
The DDB approved the Interlocal Agreement at their meeting on August 3,
2016.
Trustee Hamilton moved to approve the Interlocal Agreement with
the Downtown Development Board (DDB) to provide personnel,
administrative and management services during Fiscal Year
2016-2017 in the amount of $66,950, refund the CRA tax increment
fee of $188,500, and authorize the appropriate officials to execute
same. The motion was duly seconded and carried unanimously.
4.2 Approve an Interlocal Agreement between the Clearwater Community Redevelopment
Agency (CRA) and the City of Clearwater to provide CRA funding in Fiscal Year
2016-2017 in the amount of $100,270 to underwrite activities in the Clearwater Main
Library that support community learning in the areas of Science, Technology,
Engineering, Math, Entrepreneurship and small business growth and development
pursuant to the recommendations of the Urban Land Institute report on economic
enhancement of the downtown Clearwater area and authorize the appropriate officials
to execute same.
The Clearwater Main Library is a partner in the Clearwater Business SPARK
ecosystem of organizations working to support the development of
entrepreneurship and small businesses throughout Clearwater. This
partnership was prompted by the ULI report recommending public/private
partnerships to encourage business growth in this area. The Main Library has
a prominent position in the CRA area, and will provide education and training in
the Business and STEM areas through research opportunities, STEM maker
space areas, classes and tutorials and meeting accommodation. The CRA
funding will pay one staff member to oversee these functions, assist with
additional library hours to make the facility available when needed by the
Page 3 City of Clearwater
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Community Redevelopment Agency Meeting Minutes September 12, 2016
business community and provide educational and training opportunities.
APPROPRIATION CODE AND AMOUNT:
Funding will be from 388-94887 Library Activation budget.
In response to a question, Economic Development and Housing Director
Denise Sanderson said TAFFIE is the for-profit incubator/accelerator
and a partner in the Clearwater Business SPARK program. Clearwater
Business SPARK is comprised of six partners: CRA, TAFFIE, Economic
Development and Housing, Clearwater Main Library, Florida Small
Business Development Center, and the Clearwater Regional Chamber
of Commerce. The Clearwater Main Library is the first stop for one to
determine if one’s hobby is a business. TAFFIE provides business
incubator services, while the Chamber of Commerce provides business
networking and advocacy services. Ms. Sanderson said Economic
Development and Housing can assist with office location needs.
Trustee Jonson moved to approve an Interlocal Agreement
between the Clearwater Community Redevelopment Agency (CRA)
and the City of Clearwater to provide CRA funding in Fiscal Year
2016-2017 in the amount of $100,270 to underwrite activities in the
Clearwater Main Library that support community learning in the
areas of Science, Technology, Engineering, Math, Entrepreneurship
and small business growth and development pursuant to the
recommendations of the Urban Land Institute report on economic
enhancement of the downtown Clearwater area and authorize the
appropriate officials to execute same. The motion was duly
seconded and carried unanimously.
4.3 Approve an Interlocal Agreement with the Community Redevelopment Agency (CRA)
to provide staffing, Information Technology services and telephone services for the
CRA, provide for the reimbursement of certain expenses by the CRA to the City, and
authorize the appropriate officials to execute same.
On May 16, 2016, the Community Redevelopment Agency approved the City
Manager’s hiring of a CRA Director as a city employee. The City will provide
additional staff to assist the CRA Director, for which the CRA agrees to
reimburse the City.
Section 163.387, Florida Statutes, allows that moneys in the redevelopment
trust fund may be expended from time to time for undertakings of a community
redevelopment agency, including providing for staff, as described in the
community redevelopment plan and the Clearwater Downtown Redevelopment
Plan establishes that funds received by the CRA through the use of Tax Page 4 City of Clearwater
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Community Redevelopment Agency Meeting Minutes September 12, 2016
Increment Financing (TIF) may be used for certain redevelopment activities.
The CRA agrees to provide TIF funding in a total amount not to exceed
$408,181.00 for this contract year to provide staffing for the CRA.
In addition, the City will charge the CRA $11,790.00 for Information
Technology Services and $1,250.00 for telephone services.
These amounts are subject to adjustment and approval in the CRA budget
each year.
In response to a question, the City Attorney said the Trustees are
entering into this Interlocal Agreement for the first time.
Trustee Caudell moved to approve an Interlocal Agreement with the
Community Redevelopment Agency (CRA) to provide staffing,
Information Technology services and telephone services for the
CRA, provide for the reimbursement of certain expenses by the
CRA to the City, and authorize the appropriate officials to execute
same. The motion was duly seconded and carried unanimously.
4.4 Approve an Agreement between the Community Redevelopment Agency and the
Florida Business Incubator, LLC (formerly TAFFIE, LLC), a Florida corporation, to
provide monthly educational programs to support entrepreneurship and small
business development in the CRA in the amount not to exceed $25,000 for Fiscal
Year 16-17, and authorize the appropriate officials to execute same.
The Provider will deliver a Monthly Educational Program within the boundaries
of the CRA. Florida Business Incubator, LLC’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 Florida Business Incubator, LLC’s monthly educational
program, the CRA will pay Florida Business Incubator, LLC 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 after January 1, 2017, April
1, 2017, July 1, 2017, and October 1, 2017, following receipt of invoice and
quarterly report.
Support for these 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 Florida Business Incubator, LLC.
Page 5 City of Clearwater
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Community Redevelopment Agency Meeting Minutes September 12, 2016
The plans, report and MOU state the following
• Community Redevelopment Plan (2004) -
o Objective 1E: “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)
o Goal 1, Strategy 1.2, Action 2: “Support the development and
attraction of software firms to Clearwater.
o 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.
FUNDING
Funding for this agreement provided by CRA funding code 388-94872
Technology District Incentives. As of July 31, 2016, the balance in this fund is
$265,750.08.
The City Attorney said staff needs clarification from the Florida Business
Incubator, LLC; it appears the organization is not currently registered as
an LLC. Staff would like to continue the item to October 17, 2016.
Trustee Cundiff moved to continue Item 4.4 to October 17, 2016.
The motion was duly seconded and carried unanimously.
4.5 Approve an Interlocal Agreement between the Clearwater Community Redevelopment
Agency (CRA) and the City of Clearwater to provide CRA funding in Fiscal Year
2016-2017 in the amount of $171,402.34 to underwrite the cost of additional
Community Policing services by the Clearwater Police Department in the East
Gateway CRA District, pursuant to the East Gateway Five-Year Action Program for
fiscal years 2012-2017, and authorize the appropriate officials to execute same.
Page 6 City of Clearwater
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Community Redevelopment Agency Meeting Minutes September 12, 2016
On October 15, 2012, the CRA approved the East Gateway District Five-Year
Action Program for Fiscal Year 2012-2017. The Action Program responded to
public input on the issues of drug dealing, prostitution and street crime by
including an action item for the continuation of increased police presence and
crime reduction within the East Gateway District.
An allowable funding source of this action item is the use of CRA Tax
Increment Financing (TIF) funds. Florida Statutes allows for the use of TIF
funds for “community policing innovations” in Community Redevelopment
Areas.
The CRA and Clearwater Police Department have reached an agreement on a
proposed scope of services and terms as delineated in the Interlocal
Agreement. Included in the scope is the delineation of specific, measurable
crime reduction targets by which to monitor the success of the initiative as well
as providing clear language required by statute assuring that the resources are
applied to the CRA/East Gateway area.
Funds in the amount of $171,402.34 are available in account 388-94849, CRA
East Gateway Project, to fund this contract.
In response to questions, Clearwater Police Major Eric Gandy said the
changes made to the agreement are based on the public safety needs in
the East Gateway neighborhood. The cost increases are associated with
salary adjustments and fuel costs. The outcome measures, which have
been included in previous agreements, have been adjusted based on
the Police Department’s experience in the neighborhood.
Trustee Hamilton moved to approve an Interlocal Agreement
between the Clearwater Community Redevelopment Agency (CRA)
and the City of Clearwater to provide CRA funding in Fiscal Year
2016-2017 in the amount of $171,402.34 to underwrite the cost of
additional Community Policing services by the Clearwater Police
Department in the East Gateway CRA District, pursuant to the East
Gateway Five-Year Action Program for fiscal years 2012-2017, and
authorize the appropriate officials to execute same. The motion
was duly seconded and carried unanimously.
4.6 Approve the Fiscal Year 2016-17 Community Redevelopment Agency Preliminary
Budget and adopt CRA Resolution 16-02.
The major highlights of the Fiscal Year 2016-17 proposed preliminary budget
are as follows: Page 7 City of Clearwater
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Community Redevelopment Agency Meeting Minutes September 12, 2016
Tax Increment Revenue increased by $181,425 over the Amended 2015-16
budget, reflecting an increase in taxable value of approximately 6.09% in the
original CRA area, and an increase in taxable value of approximately 7.8% in
the expanded (East Gateway) CRA. These compare with citywide 7.6%
increase in value.
Operating expenditures have increased by $34,422 or 9.5% largely due to the
increase in Information Technology charges as per City/CRA Interlocal
Agreement. CRA is also including funding of $100,000 to Ruth Eckerd Hall for
Blast Friday. Should the board approve funding for Blast Friday, CRA staff will
bring forward at a future date the agreement with Ruth Eckerd Hall.
A new project code, Placemaking Activities, is proposed for public space
improvement and activation initiatives that will benefit Downtown stakeholders.
$60,000 is being allocated toward this initiative for Fiscal Year 2016-17.
Transfers Out to various projects have been designated.
In response to questions, CRA Executive Director Seth Taylor said
branding efforts include a capitol "D" in downtown, which recognizes
Downtown Clearwater as a destination and livable community. Station Square
Park is ideally situated and provides a great amenity for the Downtown
community. He said he looks forward to working with other city
departments to attract music, other forms of entertainment, exercise,
and other programming. Staff hopes the proposed accessories and
programming changes would attract individuals and increase dwell time.
Mr. Taylor said there is opportunity for mobile vending, which would
require a future discussion on the City's permit policy for mobile vending.
Trustee Jonson moved to approve the Fiscal Year 2016-17
Community Redevelopment Agency Preliminary Budget and adopt
CRA Resolution 16-02. The motion was duly seconded and carried
unanimously.
Resolution 16-02 was presented and read by title only. Trustee Caudell
moved to adopt Resolution 16-02. The motion was duly seconded and
upon roll call, the vote was:
Ayes: 5 - Chair Cretekos, Trustee Caudell, Trustee Cundiff, Trustee Hamilton
and Trustee Jonson
Page 8 City of Clearwater
Draft
Community Redevelopment Agency Meeting Minutes September 12, 2016 5. Adjourn
The meeting adjourned at 1:24 p.m.
Chair
Community Redevelopment Agency
Attest
City Clerk
Page 9 City of Clearwater
Draft
Cover Memo
City of Clearwater City Hall
112 S. Osceola Avenue
Clearwater, FL 33756
File Number: ID#16-2789
Agenda Date: 10/17/2016 Status: Agenda ReadyVersion: 1
File Type: Action ItemIn Control: Community Redevelopment Agency
Agenda Number: 4.1
SUBJECT/RECOMMENDATION:
Approve an Agreement between the Community Redevelopment Agency and the Florida
Business Incubator, Inc. (formerly TAFFIE, LLC), a Florida corporation, to provide Monthly
Educational Programs to support entrepreneurship and small business development in the
CRA in the amount not to exceed $25,000 for Fiscal Year 16-17, and authorize the
appropriate officials to execute same.
SUMMARY:
The Provider will deliver a Monthly Educational Program within the boundaries of the CRA .
Florida Business Incubator, Inc ’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 Florida Business Incubator, Inc ’s Monthly Educational Program, the CRA
will pay Florida Business Incubator, Inc. 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
after January 1, 2017, April 1, 2017, July 1, 2017, and October 1, 2017, following receipt of
invoice and quarterly report.
Support for these 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 Florida Business Incubator, Inc.
The plans, report and MOU state the following
·Community Redevelopment Plan (2004) -
o Objective 1E: “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)
o Goal 1, Strategy 1.2, Action 2: “Support the development and attraction of
software firms to Clearwater.
o 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)
Page 1 City of Clearwater Printed on 10/13/2016
File Number: ID#16-2789
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.
FUNDING
Funding for this agreement provided by CRA funding code 388-94872 Technology District
Incentives. As of July 31, 2016, the balance in this fund is $265,750.08.
Page 2 City of Clearwater Printed on 10/13/2016
AGREEMENT
This Agreement for Services to Small Businesses and Entrepreneurs
(“Agreement”) is hereby made this ______ day of ____________, 2016
(“Effective Date”), by and between the Community Redevelopment Agency of the
City of Clearwater, Florida (“CRA”) and Florida Business Incubator, Inc. (a/k/a/
the “Provider”), (together, the “Parties”) for the purpose of supporting small
businesses as well as individuals aspiring to small business ownership.
WHEREAS, Section 163.387(6), Florida Statutes, allows for use of
moneys in the redevelopment trust fund may be expended from time to time for
undertakings of a community redevelopment agency as described in the
community redevelopment plan; and
WHEREAS, the CRA has adopted a Community Redevelopment Plan
(a/k/a Clearwater Downtown Redevelopment Plan) that establishes certain Goals
and Objectives to guide the revitalization of the Downtown and East Gateway
areas; and
WHEREAS, supporting community learning, entrepreneurship and
growing small businesses are important activities which help meet certain
Objectives established in the Community Redevelopment Plan including
Objective 1E, which states that, “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”; and
WHEREAS, the Community Redevelopment Plan establishes that funds
received by the CRA through the use of Tax Increment Financing (TIF) may be
used for certain redevelopment activities; and
WHEREAS, the City has adopted an Economic Development Strategic
Plan in November 2011 that calls for the creation of a Technology District to
facilitate incentives and/or assistance to foster Information Technology
(IT)/Software Provider growth in the City’s Community Redevelopment Agency
area (CRA); and
WHEREAS, the Economic Development Strategic Plan establishes as
“Goal Four: Business Development” that the city should, “support an
entrepreneurship and innovation ecosystem and collaborate with regional
partners to market Clearwater to target industries;” and
WHEREAS, the Provider is a not-for-profit Florida-based corporation that
was established to help build the local start-up and technology eco-system by
providing a first class business incubation and co -working space to support
2
business development in the form of business incubation and business
acceleration services; and
WHEREAS, on May 4, 2015, and May 7, 2015, the CRA and the Provider,
together with City of Clearwater, a municipal corporation of the State of Florida,
Clearwater Regional Chamber of Commerce, and Florida Small Business
Development Center (FSBDC) of Pinellas County Economic Development
entered into a Memorandum of Understanding 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; and
WHEREAS, the Urban Land Institute Advisory Services Panel Report
(“ULI Report”) issued September 2014 recommended the city “attract and
support new entrepreneurial small businesses by investing in a technology
innovation center or business incubator”; and
WHEREAS, in November 2014, the Provider began operating a innovation
center and incubator for technology and other businesses consistent with the
recommendations of the ULI Report; and
WHEREAS, the CRA and the Provider desire to enter into an Agreement
for the delivery of services for the period October 1, 2016 to September 30, 2017,
outlining the scope of services and responsibilities of the parties; and
NOW, THEREFORE, for and in consideration of the foregoing recitals (all
of which are hereby adopted as an integral part of this Agreement), the mutual
promises contained herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Parties agree as
follows:
1. INCORPORATION. The recitals set forth above are incorporated
herein in their entirety.
2. RESPONSIBILITIES OF THE PROVIDER.
A. Services. The Provider will provide up to one (1) Monthly
Educational Program within the boundaries of the CRA. The
Florida Business Incubator’s Monthly Educational Programs
may include topics such as, but not limited to:
i. Start-up Essentials
ii. Innovation to Distribution - Product Development
iii. Legal Necessities
iv. Patents
v. Organizational Leadership – Focus, Plan, Execute
3
vi. Brand Building – Vision & Strategy
vii. Marketing
viii. Sales
ix. App Design
x. Funding
xi. Entrepreneurial Accounting
xii. Strategic Staffing
A. Scope of Duties:
i. Provide meeting space appropriate for delivery of M onthly
Educational Program events
ii. Gather attendance information including names
iii. The Provider shall provide a quarterly report of service with
each applicable quarterly invoice. Said reporting shall be in
substantially the form attached hereto as Exhibit A
iv. Place Clearwater Business SPARK logo and the CRA logo
with hyperlinks on Florida Business Incubator website
v. On a quarterly basis promote Clearwater Business SPARK
via Florida Business Incubator e-newsletter/e-mail blast and
on Florida Business Incubator social media sites
vi. Promote downtown Clearwater and its Technology District
as a destination for emerging to mid-stage companies
3. RESPONSIBILITIES OF THE CRA.
A. As consideration for Provider’s performance of Services under
this Agreement, the CRA will pay the Provider a fixed price,
equal to Two Thousand eighty-three and 33/100 dollars
($2,083.33) for each Monthly Educational Programs as
described in Section 2.
B. The payment will be made in quarterly payments in an amount
not to exceed Six Thousand Two Hundred Fifty and xx/100
dollars ($6,250.00) to be made after receipt of invoice and
report after January 1, 2017, April 1, 2017, July 1, 2017, and
October 1, 2017
C. Total amount for FY 2016-2017 is not to exceed Twenty-Five
Thousand and xx/100 ($25,000)
4
D. Scope of Duties:
i. Provide in-kind support in the areas of business networking,
marketing, partnering, and advocacy, as appropriate
ii. Participate and promote Provider events as appropriate
iii. Refer potential clients for the Monthly Educational Programs
as appropriate
vii. Promote downtown Clearwater and its Technology District
as a destination for emerging to mid-stage companies
4. TERMINATION OF AGREEMENT.
A. The failure of either party to comply with any material provisions
of this Agreement shall be considered a breach thereof, and
shall be cause for termination of the Agreement by giving ninety
(90) days advance written notice via U.S. Mail to the other party
of its election to terminate pursuant to this provision to the
defaulting party.
B. The funds to be used for this Agreement are subject to periodic
appropriation of funds by the CRA Board of Directors. Further,
any and all obligations under this Agreement are contingent
upon the availability of funds. If funds are not appropriated by
the CRA for any or all of the obligations in this Agreement, the
CRA shall not be obligated to pay for any Services provided
pursuant to this Agreement beyond the portion for which funds
are appropriated. The CRA agrees to promptly notify Provider in
writing of such failure of appropriation, and upon such notice,
this Agreement shall terminate without penalty to the CRA.
5. COMPLIANCE WITH LAWS. The Parties shall comply with all
applicable federal, state, and local laws, ordinances, rules and
regulations, the federal and state constitutions, and the orders and
decrees of any lawful authorities having jurisdiction over the matter
at issue (collectively, “Laws”), including but not limited to public
records laws.
6. LIABILITY AND INDEMNIFICATION.
A. Neither the CRA nor Provider shall make any express or implied
agreements, guaranties or representations, or incur any debt, in
the name of or on behalf of the other party. Neither the CRA nor
Provider shall be obligated by or have any liability under any
5
agreements or representations made by the other that are not
expressly authorized hereunder. The CRA shall have no liability
or obligation for any damages to any person or property directly
or indirectly arising out of the operation by the Provider, whether
caused by Provider’s negligence or willful action or failure to act.
B. Provider shall indemnify, pay the cost of defense, including
attorney’s fees, and hold harmless the CRA , their officials,
officers, employees and agent from all damages, suits, actions
or claims, including reasonable attorney’s fees incurred by the
CRA, of any character brought on account of any injuries or
damages received or sustained by any person, persons, or
property, or in any way relating to or arising from the
Agreement; or on account of any act or omission, neglect or
misconduct of the Provider; or by, or on account of, any claim or
amounts recovered under the Workers’ Compensation Law or of
any other laws, regulations, ordinance, order or decree; or
arising from or by reason of any actual or claimed trademark,
patent or copyright infringement or litigation based thereon;
except only such injury or damage as shall have been
occasioned by the negligence of the CRA.
7. DUE CRA. Each party to this Agreement represents and warrants
to the other party that: (i) it has the full right and authority and has
obtained all necessary approvals to enter into this agreement; (ii)
each person executing this Agreement on behalf of the party is
authorized to do so; and (iii) this Agreement constitutes a valid and
legally binding obligation of the party, enforceable in accordance
with its terms.
8. ASSIGNMENT. No party to this Agreement may assign any rights
or delegate any duties under this Agreement without the prior
written consent of the other party.
9. CONTROLLING LAW . This Agreement is entered into pursuant to
the laws of the State of Florida, and shall be construed and
enforced thereunder. In the event of litigation for any alleged
breach of this Agreement, exclusive jurisdiction and venue for such
litigation shall be in the Circuit Court of the Sixth Judicial District, in
and for City of Clearwater, Florida, or the United States District
Court for the Middle District of Florida, Tampa Division. In the event
of any litigation concerning this Agreement, the parties waive all
rights to a jury trial.
10. NOTICE. Any notices required under this Agreement shall be in
writing and be addressed to the parties as shown below. Notices
6
shall be delivered by certified or registered first class mail or by
commercial courier service, and shall be deemed to have been
given or made as of the date received.
City of Clearwater
Community Redevelopment Agency
Attn: Seth Taylor, Director
112 S. Osceola Ave
Clearwater, FL 33756
727-562-4072
Florida Business Incubator,
Inc.
Attn: Elaine Mann, Exec Dir.
1499 Gulf to Bay Blvd
Clearwater, FL 33755
727-945-4118
11. FORCE MAJEURE. Notwithstanding anything contained in the Act
or this Agreement to the contrary, and subject to the terms of this
Section, the Provider failure to perform its obligations under this
Agreement, other than with respect to the payment of money or the
giving of any notice required hereunder, shall not be a default, and
no disqualification shall occur as a result thereof, if any such failure
or delay is due in whole in part to acts of God; acts of public enemy;
war; riot; sabotage; blockage; embargo; failure o r inability to secure
materials, supplies or labor through ordinary sources by reason of
shortages or priority; labor strikes, lockouts or other labor or
industrial disturbance (whether or not on the part of agents or
employees of either party hereto engaged in renovation or
construction at the Facility); civil disturbance; terrorist act; fire,
flood, windstorm, hurricane, earthquake or other casualty; any law,
order, regulation or other action of any governing authority; any
action, inaction, order, ruling, moratorium, regulation, statute,
condition or other decision of any governmental agency having
jurisdiction over any portion of the Facility, over the renovation or
construction anticipated to occur thereon or over any uses thereof,
or by delays in inspections or in issuing approvals by private parties
or permits by governmental agencies; discovery of hazardous or
toxic materials; failure of the Internet; failure of power,
telecommunication, data connectivity or other services to be
delivered to the Facility by any third party including any local utility
Provider; delays caused by any dispute resolution process; or any
cause whatsoever beyond the reasonable control (excluding
financial inability) of the party whose performance is required
hereunder, or any of its contractors or other representatives,
whether or not similar to any of the causes hereinabove stated.
12. CONFLICTING LAW; SEVERABILITY. If a Conflicting Law is
enacted after the Effective Date, then the CRA and the Provider,
shall meet and confer in good faith for a period of no less than thirty
(30) and no more than ninety (90) days to seek to effectuate an
7
amendment to this Agreement providing the CRA and the Provider,
with the rights and remedies intended to be provided herein.
Nothing herein shall preclude either the CRA or the Provider, from
challenging the validity of any Conflicting Law. Each provision in
this Agreement is severable. If any such provision is determined to
be invalid or illegal, the validity and enfo rceability of the remainder
of this Agreement shall be unaffected.
13. TERM. The term of this Agreement shall commence on the date of
last signatory hereto (the “Effective Date”) and, unless sooner
terminated, shall continue in force through September 30, 2017.
14. AMENDMENTS. This Agreement shall not be changed except by
written instrument signed by all the parties.
15. BINDING EFFECT AND EFFECTIVENESS; REPRESENTATIONS
AND WARRANTIES
A. Subject to the specific provisions of this Agreement, this
Agreement shall be binding upon and inure to the benefit of and
be enforceable by the parties and their respective successors
and assigns, notwithstanding changes in corporate or other
governance.
B. The Provider represents and warrants to the CRA that as of the
date hereof and throughout the term of this Agreement:
i. The Provider is a limited liability Provider, duly organized
under the laws of the State of Florida, maintains a place
of business within the State of Florida, and is validly
existing and is doing business in the State of Florida as
the Provider,.
ii. The Provider has the power and authority to own its
properties and assets and to carry on its business as now
being conducted and has the power and authority to
execute and perform this Agreement;
iii. This Agreement (a) is the lawful, valid and binding
agreement of the Provider, in its limited liability name
enforceable against the Provider, in accordance with its
terms; (b) does not violate any order of any court or other
agency of government binding on the Provider,, the
charter documents of the Provider, or any provision of
any indenture, agreement or other instrument to which
8
the Provider, is a party; and (c) does not conflict with,
result in a breach of, or constitute an event of default, or
an event which, with notice or lapse of time, or both,
would constitute an event of default, under any material
indenture, agreement or other instrument to which the
Provider, in its limited liability Provider name is a party;
iv. The Provider, has not received written notice of any
action having been filed against the Provider, that
challenges the validity of this Agreement or the
Provider’s, right and power to enter into and perform this
Agreement; and
16. AUDIT OF RECORDS. Provider shall, upon request, permit the
City to examine or audit all records and documents related to the
Agreement. Provider shall maintain all such records and documents
for at least three (3) years following termination of this Agreement.
17. NO THIRD PARTY BENEFICIARY. Persons not a party to this
Agreement may not claim any benefit hereunder or as third
party beneficiaries hereto.
18. NO CONSTRUCTION AGAINST PREPARER OF AGREEMENT.
This Agreement has been prepared by the CRA and reviewed by
the Provider and its professional advisors. Provider and the CRA
believe that this Agreement expresses their understanding and that
it should not be interpreted in favor of either Provider or the CRA or
against Provider or the CRA merely because of their efforts in
preparing it.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the Parties and no change will be valid
unless made by supplemental written agreement executed by the
Parties.
20. SEVERABILITY. Should any paragraph or portion of any
paragraph of this Agreement be rendered void, invalid or
unenforceable by any court of law for any reason, such
determination shall not render void, invalid or unenforceable any
other paragraph or portion of this Agreement.
21. EFFECTIVE DATE. This Agreement shall be effective on the date
of the last signatory hereto.
9
22. GOVERNING LAWS AND VENUE. The laws of the State if Florida shll
govern this Contract, and any action brought by either party shall lie in
Pinellas County, Florida.
23. CONDITIONS AND ASSURANCES.
A. Access to Records: Consultant agrees that Client or any of its
duly authorized representatives shall have a ccess to any books,
documents, papers, and records of the Consultant for the
purposes of making audit, examination, excerpt, and transcripts.
B. Retention of Records: The Consultant will be required to comply
with Section 119.0701, Florida Statutes, specifically to:
a. Keep and maintain public records required by the City of
Clearwater to perform the service;
b. Upon request from the City’s Custodian of Records,
provide the City of Clearwater with a copy of the
requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not
exceed the cost provided in Chapter 119 or as otherwise
provided by law;
c. Ensure that public records that are exempt or confidential
and exempt from public records disclosure requirements
are not disclosed except as authorized by law for the
duration of the contract term and following completion of
the contract if the contractor does not transfer to the City
of Clearwater; and
d. Upon completion of the contract, transfer, at no cost, to
the City of Clearwater all public records in possession of
the contractor or keep and maintain public records
required by the City of Clearwater to perform the service.
If the Consultant transfers all public records to the City of
Clearwater upon completion of the contract, the
Consultant shall destroy any duplicate public records that
are exempt or confidential and exempt from public
records disclosure requirements. If the Consultant keeps
and maintains public records upon completion of the
contract, the Consultant shall meet all applicable
requirements for retaining public records. All records
stored electronically must be provided to the City of
Clearwater, upon request from the City of Clearwater’s
Custodian of Public Records, in a format that is
compatible with the information technology systems of
the City of Clearwater.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
10
THE CUSTODIAN OF PUBLIC RECORDS, ROSEMARIE CALL AT 727-562-
4090, rosemarie.call@myclearwater.com, and/or 112 S. Osceola Ave.,
Clearwater, FL, 33617.
IN WITNESS WHEREOF, the City and have executed the Agreement as of
the date first above written.
FLORIDA BUSINESS INCUBATOR,
INC.
WITNESSES:
By:
Elaine Mann, Executive Director
Print Name:
Date:
Print Name:
Countersigned: COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF
CLEARWATER, FLORIDA
__________________________ By:__________________________
George N. Cretekos Seth Taylor
Chairperson Director
Approved as to form: Attest:
__________________________ ________________________________
Pamela K. Akin Rosemarie Call
City Attorney City Clerk
Florida Business Incubator, Inc.
Quarterly Report Invoice
Number of Attendees: ____________(Sign In Sheet Attached)
Number of Attendees: ____________(Sign In Sheet Attached)
Number of Attendees: ____________(Sign In Sheet Attached)
$2,083.34
*(not to exceed $6,250.00)
Date: _________________________________________
Total Invoice*:
Report Date: ______/ _______/ 20_______
______________________________________________________________________________________________
I hereby certify the information provided is true and
accurate:
Signature: _____________________________________
Printed Name: _________________________________
Title: _________________________________________
# Events per Quarter:
Monthly Educational Program
Event Date: _______________________Event Title: ________________________________________________
______________________________________________________________________________________________
______________________________________________________________________________________________
______________________________________________________________________________________________
______________________________________________________________________________________________
Invoice Amt per Month:
Monthly Educational Program
Event Date: _______________________Event Title: ________________________________________________
Summary Description of Program: ________________________________________________________________
______________________________________________________________________________________________
Summary Description of Program: ________________________________________________________________
Monthly Educational Program
Event Date: _______________________Event Title: ________________________________________________
Summary Description of Program: ________________________________________________________________
Exhibit A