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10/30/2017 - SpecialMonday, October 30, 2017 1:00 PM City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 Council Chambers Community Redevelopment Agency Special Meeting Agenda - Final Special CRA Meeting October 30, 2017Community Redevelopment Agency Special Meeting Agenda - Final 1. Call To Order 2. Approval of Minutes 2.1 ID#17-3968 Approve the minutes of the October 16, 2017 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 ID#17-3975 Confirm the City Manager’s appointment of Micah Maxwell as the Interim CRA Executive Director. 4.2 ID#17-3973 Approve a Development Agreement between the Community Redevelopment Agency of the City of Clearwater and The Ring Workspaces, LLC, and authorize the appropriate officials to execute same. 5. Adjourn Page 2 City of Clearwater Printed on 10/18/2017 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-3968 Agenda Date: 10/30/2017 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: Community Redevelopment Agency Agenda Number: 2.1 SUBJECT/RECOMMENDATION: Approve the minutes of the October 16, 2017 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 10/18/2017 Community Redevelopment Agency Meeting Minutes October 16, 2017 City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 Meeting Minutes Monday, October 16, 2017 1:00 PM Special CRA Meeting Council Chambers Community Redevelopment Agency Page 1 City of Clearwater Draft Community Redevelopment Agency Meeting Minutes October 16, 2017 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, Micah Maxwell – Assistant City Manager, Pamela K. Akin – City Attorney, and Rosemarie Call – City Clerk To provide continuity for research, items are listed in agenda order although not necessarily discussed in that order. Unapproved 1. Call To Order – Chair Cretekos The meeting was called to order at 1:27 p.m. at City Hall. 2. Approval of Minutes 2.1 Approve the minutes of the September 5, 2017 CRA Meeting as submitted in written summation by the City Clerk. Trustee Hamilton moved to approve the minutes of the September 5, 2017 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 Purchase Contract for the City of Clearwater Community Redevelopment Agency (CRA) purchase of real property, Parcel No.15-29-15-65214-002-0150, with a purchase price of $250,000 and total expenditures not to exceed $255,800 including closing-related costs and preparation of the site; authorize the appropriate officials to execute same, together with all other instruments required to affect closing; authorize the establishment of a new capital improvement project entitled Pierce Street Washington Avenue Property Acquisition, 388-94897; and approve the transfer of $255,800 from capital improvement project 388-94849, Downtown Gateway, to fund this project. The subject property, Parcel Identification Number 15-29-15-65214-002-0150, is owned by RDB Commercial Properties LLC (Seller). Seller’s property has a total land area of approximately 18,144 square feet. The property has approximately 108 ft. of linear frontage on Pierce Street and approximately 168 Page 2 City of Clearwater Draft Community Redevelopment Agency Meeting Minutes October 16, 2017 ft. of linear frontage on Washington Avenue. This is a rectangular-shaped vacant parcel adjacent to a city-owned property located at 115 Martin Luther King Jr. Avenue. The adjacent city-owned property (115 MLK Jr. Avenue) was purchased in October 2003 and contains a vacant building with a floor area of approximately 11,840 square feet. With the acquisition of the subject property (15-29-15-65214-002-0150), the City and CRA are presented with an opportunity to potentially assemble the two sites which may allow for a larger development consistent with the goals and vision of the Downtown Redevelopment Plan. Specifically, the acquisition is key in being able to achieve the vision of the Town Lake Business District, which seeks to promote a variety of office, commercial and residential uses, as well as create a market for new retail, restaurant and entertainment development. Jim Millspaugh and Associates, Inc. performed an independent appraisal on the property in April 2016 that values the property at $175,000. Mr. Millspaugh is currently updating the appraisal, which will be available prior to the October 16th CRA meeting. An additional independent appraisal is being conducted, which will also be available before the meeting. In light of recent real estate transactions in the neighborhood, as well as the development of The Nolen, a 257-unit residential project, staff views this as a key parcel. Summary of costs for the purchase of the subject property are as follows: Purchase price $250,000 Closing related costs $1,300 Environmental Audit $2,500 Boundary Survey $2,000 TOTAL $255,800 APPROPRIATION CODE AND AMOUNT: A first quarter budget amendment will provide a transfer of $255,800 from capital improvement project 388-94849, Downtown Gateway, to capital improvement project 388-94897, Pierce St/Washington Ave Prpty Acq, to fund this contract. In response to questions, Real Estate Coordinator Jim Benwell said the appraiser used two different models to sum up an average to determine the $205,000-appraised price. The appraised price was updated last month. An appraisal was conducted in 2016 and came in at $175,000. Assistant City Manager Micah Maxwell said the strategy behind the property purchase is to eventually assemble the property with city-owned property. The appraisal did not include any valuation related to an assemblage of the two properties. Mr. Benwell said the appraiser did note that the parcel is Page 3 City of Clearwater Draft Community Redevelopment Agency Meeting Minutes October 16, 2017 relatively small and would require being assembled with an abutting property in order for it to be developed. Mr. Maxwell said staff is comfortable with the purchase price. Mr. Benwell said there was another party interested in purchasing the parcel but the Seller approached the City. Mr. Maxwell said staff's intent is to assemble and market the property. Trustee Caudell moved to approve the Purchase Contract for the City of Clearwater Community Redevelopment Agency (CRA) purchase of real property, Parcel No.15-29-15-65214-002-0150, with a purchase price of $250,000 and total expenditures not to exceed $255,800 including closing-related costs and preparation of the site; authorize the appropriate officials to execute same, together with all other instruments required to affect closing; authorize the establishment of a new capital improvement project entitled Pierce Street Washington Avenue Property Acquisition, 388-94897; and approve the transfer of $255,800 from capital improvement project 388-94849, Downtown Gateway, to fund this project. The motion was duly seconded and carried unanimously. 5. Adjourn The meeting adjourned at 1:34 p.m. Chair Community Redevelopment Agency Attest City Clerk Page 4 City of Clearwater Draft Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-3975 Agenda Date: 10/30/2017 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Confirm the City Manager’s appointment of Micah Maxwell as the Interim CRA Executive Director. SUMMARY: CRA Director Seth Taylor resigned his position on October 11, 2017. The Community Redevelopment Agency (CRA) rules require the Board to confirm the appointment of the CRA Executive Director. Clearwater City Manager Bill Horne is requesting that the CRA confirm Clearwater Assistant City Manager Micah Maxwell as the Interim Executive CRA Director until a recruitment for a permanent Executive Director is completed. Page 1 City of Clearwater Printed on 10/18/2017 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-3973 Agenda Date: 10/30/2017 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.2 SUBJECT/RECOMMENDATION: Approve a Development Agreement between the Community Redevelopment Agency of the City of Clearwater and The Ring Workspaces, LLC, and authorize the appropriate officials to execute same. SUMMARY: In an effort to support the economic development and downtown revitalization goals, objectives, and principles found in the City and CRA Redevelopment Plan and the CRA Board of Trustees Strategic Plan, the CRA would like to contribute funds to a project focused on providing a co-working space to Downtown Clearwater. The CRA views the addition of a co-work space as a major opportunity to further its strategies by attracting and supporting new entrepreneurial small businesses and activating the downtown core. The Ring Workspaces, LLC has proposed the construction of a co-work space will be located at 600 Cleveland Street (One Clearwater Tower), on the building’s third floor and part of its second floor, with square footage totaling around 18,000 square feet. Parking for the space will be provided by a parking lot located at 630 Laura Street, which is adjacent to the project site. As a part of the agreement, the city’s “Clearwater Business SPARK” program, which provides services and support to small businesses and entrepreneurs in every stage of development, will be provided a physical office space within the development at no cost, as well as a membership for the City and its partners. The overall cost of the project is estimated to be $1,800,000, with $1,200,000 being invested by The Ring Workspaces, LLC and the CRA reimbursing a maximum amount of $600,000 for build out of the interior space. In consideration of the CRA’s contribution, The Ring Workspaces, LLC and the landlord (600 Cleveland, LLC) would have an obligation to operate the site as a co-work space for five years from the completion date of the project. This obligation will be backed by a performance mortgage on the site located at 630 Laura Street and the performance mortgage will reduced by 20% for each year of operation as a co-work space. The Ring Workspaces, LLC will also be required to provide the CRA an annual report of their operation to the CRA, which will be based on areas described in Exhibit K of the agreement. This report is due to the CRA Executive Director by December 31st of each year. APPROPRIATION CODE AND AMOUNT: Funds are available in capital improvement project 388-94893, to fund this contract. Page 1 City of Clearwater Printed on 10/18/2017 File Number: ID#17-3973 Page 2 City of Clearwater Printed on 10/18/2017 DEVELOPMENT AGREEMENT (The Ring Workspaces, LLC, 600 Cleveland St.) This Development Agreement ("Agreement") is made as of this __________ day of October, 2017, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes ("Agency"), and The Ring Workspaces, LLC,a Florida limited liability company ("Developer"). W I T N E S S E T H: WHEREAS, the Agency and Developer have entered into and concluded negotiations of a development agreement pursuant to Developer’s request for specific assistance as outlined herein, pertaining to and setting forth the terms and conditions for the improvement of certain portions (i.e. a portion of the second and third floor) of 600 Cleveland St, Clearwater, Florida, and legally described as set forth in Exhibit A, to be leased by and operated by “The Ring Workspaces, LLC” as co-working facilities in the community redevelopment area of the City; WHEREAS, at a duly called public meeting on October 30, 2017, the Agency approved this Agreement and authorized and directed its execution by the appropriate officials of the Agency; WHEREAS, Developer has approved this Agreement and has authorized and directed certain individuals to execute this Agreement on behalf of Developer; and WHEREAS, Section 163.387(6), Florida Statues, allows for use of moneys in the redevelopment trust fund to be expended from time to time for undertakings of a community redevelopment agency as described in the redevelopment plan; and WHEREAS, the CRA has adopted a Community Redevelopment Plan (a/k/a Clearwater Downtown Redevelopment Plan) that establishes certain Goals, Objectives and Principles to guide the revitalization of Downtown Clearwater; and WHEREAS, according to the Community Redevelopment Plan (pg 47), a guiding principle states, “The revitalization of Downtown Clearwater is critical to the City’s overall success. The city will use all tools and incentive available in the CRA to revitalize Downtown”; and WHEREAS, Objective 1H of the Community Redevelopment Plan states, “A variety of incentives shall be available to encourage redevelopment within the Downtown”; and WHEREAS, according to the Community Redevelopment Plan (pg 257), CRA Redevelopment Incentive Funding “…will provide financial incentives to developers to offset the high land, development and construction costs within the Downtown…to encourage investment [GM17-9311-025/211355/1]2 in Downtown that will revitalize the center city with people, employees, businesses and activities”; and WHEREAS, the city’s June 2014, Urban Land Institute (ULI) report, Clearwater Florida: A New Vision for Downtown, recommends “…attracting and supporting new entrepreneurial small businesses by investing in a center that can provide attractive, affordable workspace”; and “to achieve this goal, the city could allocate funds or partner with organizations”; and WHEREAS, on January 17, 2017, the CRA Board of Trustees adopted a “Strategic Plan” that identifies Downtown priorities including “support [for] the creation of a co-working business space via public-private partnership”; and WHEREAS, the City of Clearwater manages a network of small business service providers called Clearwater Business SPARK which provides services and support to small businesses and entrepreneurs in every stage of development, which will become more successful in fulfilling its mission with a physical office presence within the Project (as defined herein) which Developer proposes to provide at no cost; and WHEREAS, regional competitiveness in the Tampa Bay area office and business market is critical to the economic development of the city of Clearwater and the CRA; and WHEREAS, Developer will be a tenant and operator of the co-working space in, the property located at 600 Cleveland Street (a/k/a One Clearwater Tower), Clearwater, Florida and desires to develop the Project; and WHEREAS, to support the economic development and downtown revitalization goals, objectives, and principles stated above, the Agency will contribute funds to be applied to the completion of the Project; and WHEREAS, the Agency and Developer are desirous of entering into this Agreement to effectuate the development of the Project; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: ARTICLE 1.DEFINITIONS. 1.01.Definitions.The terms defined in this Article I shall have the following meanings, except as herein otherwise expressly provided: (1)"Act" means the Constitution of the State of Florida; Section 163.01, Florida Statutes, Part III, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes, other applicable provisions of law, and ordinances and resolutions of the City and the Agency implementing them. (2)"Agency" means the Community Redevelopment Agency of the City, as created by Resolution No. 81-68 of the City, adopted by the City Council on August 6, 1981, including any amendments thereto, and any successors or assigns thereto. [GM17-9311-025/211355/1]3 (3)"Agreement" means this Development Agreement, including any Exhibits, and any amendments hereto or thereto. (4)"Agreement Expiration Certificate" means the instrument executed by the parties hereto as provided in Section 11.19 certifying that all obligations of the parties hereto have been satisfied and this Agreement has expired in accordance with its terms, the form of which is attached hereto as Exhibit E. (5)"Agreement Termination Certificate" means the instrument executed by the parties hereto as provided in Section 9.06 stating that this Agreement has been terminated prior to its Expiration Date as provided in Section 9.05, the form of which is attached hereto as Exhibit F. (6) "Area" means the area located within the corporate limits of the City having conditions of slum and blight (as those conditions are defined in the Act) as found by the City Council in Resolution No. 81-67, adopted by the City Council on August 6, 1981, and as amended by Resolution No. 03-22, adopted by the City Council on May 1, 2003. (7)"Authorized Representative" means the person or persons designated and appointed from time to time as such by Developer or the Agency, respectively, pursuant to Section 2.04. (8)"Building Permit" means, for “The Ring Workspaces” Project to be constructed in the Site, a permit issued by the City authorizing, allowing and permitting the commencement, prosecution and completion of construction to the extent provided in said permit. (9)"City" means the City of Clearwater, Florida, a Florida municipal corporation, and any successors or assigns thereto. (10)"City Council" means the governing body of the City, by whatever name known or however constituted from time to time. (11)"Commencement Date" means the date of issuance of the first Building Permit for “The Ring Workspaces, LLC ” co-working facilities Project. (12) "Completion Date" means the date on which construction of the Project is substantially complete as evidenced by a Completion Certificate. (13) "Construction Financing" means the funds provided by the Construction Lender to Developer during the term of this Agreement to pay the cost of developing and constructing the “The Ring Workspaces, LLC ” co-working facilities Project, or any portion thereof, on the Project Site, including, financing costs, "soft costs," overhead, and the design, construction and equipping of the Project. (14) "Construction Lender" means any person or persons providing the Construction Financing or any portion thereof. [GM17-9311-025/211355/1]4 (15)"Contractor" means one or more individuals or firms constituting a general contractor or other type of construction contractor properly licensed by the State of Florida or other appropriate jurisdiction to the extent required by applicable law, authorized to perform construction contractor services in the State of Florida, registered with the City as required by applicable law, bonded and insured to the extent required by applicable law and this Agreement, including Developer or any affiliates of Developer. (16) “Coworking” means the use of a single office and/or collaborative working space by individualists who may be classified as entrepreneurs, independent contractors, frequent travelers, self-employed or those working for different employers, typically so as to share equipment, ideas and knowledge in a business environment. These individuals may develop professionally and will often have the ability network within the space whilst participating in various workshops, lectures and seminars (hereinafter referred to as “The Ring Project”). (17) "Developer" means The Ring Workspaces, LLC, a Florida limited liability company, and any successors and assigns thereof, including any entity, partnership, joint venture, or other person in which The Ring Workspaces, LLC, is a general partner or principal, but not including any entity, partnership, joint venture, or other person in which The Ring Workspaces, LLC is a general partner or principal which is not undertaking or participating in any development of the “The Ring”” co-working facilities Project, or any part thereof. (18)"Effective Date" means the date determined in accordance with Section 11.20 when the Memorandum of Development Agreement is recorded and this Agreement becomes effective. (19)"Exhibits" means those agreements, diagrams, drawings, specifications, instruments, forms of instruments, and other documents attached hereto and designated as exhibits to, and incorporated in and made a part of, this Agreement. (20)"Expiration Date" means the date on which this Agreement expires, as evidenced by the Agreement Expiration Certificate being recorded in the public records of Pinellas County, Florida, as provided in Section 11.19 hereof. (21)"Impact Fees" means those fees and charges levied and imposed by the City, Pinellas County and any other governmental entity on projects located on the Site for certain facilities and services impacted by development such as the (22)"Permits" means all zoning, variances, approvals and consents required to be granted, awarded, issued, or given by any governmental authority in order for construction of the Project, or any part thereof, to commence, continue, be completed or allow occupancy and use, but does not include the Building Permit. (23)"Plan" means the community redevelopment plan for the Area, including the Site, as adopted by the City Council on September 18, 2003, by enactment of its Ordinance No. 7153- 03, and amended by Ordinance No. 7231-01 adopted on December 4, 2003, Ordinance No. 7343-04 adopted on November 4, 2004, Ordinance No. 7367-05 adopted on February 3, 2005; Ordinance No. 8014-09 adopted on January 15, 2009 and Ordinance No. 8192-10 adopted on September 9, 2010.. [GM17-9311-025/211355/1]5 (24)"Project" means the “The Ring” co-working facilities Project. More specifically, the Project is the internal build out for an approximately 18,000 square foot co-working facilities along with a 1,300 square foot outdoor lounge overlooking Station Square Park, to be leased by 600 Cleveland, LLC to, The Ring Workspaces, LLC., who will operate co-working facilities as described in Exhibit G attached hereto. (25) “Project Plans and Specifications” means the plans and specifications pertaining to the construction, installation and equipping of the ““The Ring ” co-working facilities Project, including the schedule for completing the Project, consisting of the plans and specifications attached hereto as Exhibit B. (26)"Project Professionals" means any architects, attorneys, brokers, engineers, consultants, planners, construction managers or any other persons, or combination thereof, retained or employed by Developer in connection with the planning, design, construction, permit applications, completion and opening of the Project, but does not include Developer. (27)"Proposal" means the proposal for redevelopment of the Site, attached hereto as Exhibit G. (28)"Site" means the entire third floor and part of the second floor of that certain property with a street address of 600 Cleveland Street, located in Clearwater, Florida, as more particularly described on Exhibit A attached hereto, on which the “The Ring Workspaces” co-working facilities Project is to be located. (29)"Site Plan" means a floor plan that depicts the internal build out of the co-working facility, the initial version of which is attached hereto as Exhibit B. (30)"Termination Date" means the date on which this Agreement is terminated by any party hereto as provided in Section 9.05, and as evidenced by the Agreement Termination Certificate. (31)"Unavoidable Delay" means those events constituting excuse from timely performance by a party hereto from any of its obligations hereunder, as such events are defined in and subject to the conditions described in Article 10 hereof. (32)"The Ring” co-working facilities Project means the improvements consisting of the internal build out of an approximately 18,000 square foot co-working facilities along with a 1,300 square foot outdoor lounge overlooking Station Square Park; with a dedicated parking lot adjacent to the Project addressed at 630 Laura Street containing 60 parking spaces forexclusive use of The Ring as contemplated by the Proposal and this Agreement and constructed substantially in accordance with the Plans and Specifications and the operation thereof. The co-working facility shall include a membership for the City and its partners to be used for “Spark” as provided herein. 1.02.Use of Words and Phrases. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural as well as the singular number, and the word "person" shall include corporations and associations, including public bodies, as well [GM17-9311-025/211355/1]6 as natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Agreement and not solely to the particular portion thereof in which any such word is used. 1.03.Florida Statutes. All references herein to Florida Statutes are to Florida Statutes (2017), as amended from time to time. ARTICLE 2.PURPOSE; PROPOSAL 2.01.Intent; Purpose of Agreement. (a)The purpose of this Agreement is to (i) secure economic assistance through the Agency which supports the implementation of the City of Clearwater’s "District Vision" for the revitalization of the Downtown Core; and (ii) to further the implementation of the Plan by the development and construction and operation of the Project thereon in accordance with the Project Plans and Specifications, all to enhance the quality of life, increase employment and improve the aesthetic and useful enjoyment of the Area through the eradication of conditions of blight, all in accordance with and in furtherance of the Plan and as authorized by and in accordance with the Act. (b)(1)The Site is to be redeveloped according to Project Plans and Specifications for use as an approximately 18,000 square foot co-working facilities along with a 1,300 square foot outdoor lounge overlooking Station Square Park; with a dedicated parking lot adjacent to the Project addressed at 630 Laura Street containing 60 parking spaces for exclusive use of The Ring. Developer commits to maintain the operation of the Project as co- working facilities for a period of not less than 5 years from the Completion Date. (2)The Ring co-working facility shall include a membership for the City and its partners as provided in Exhibit I attached hereto, to be used for the City’s business development activities,. (2)As provided in this Agreement, the Agency shall undertake certain public actions pursuant to the Act and as implementation of the Plan, and provide assistance in obtaining such approvals by governmental authorities as are necessary for development of the Project. (c)As provided in this Agreement, Developer shall carry out the redevelopment of the Site by obtaining approvals by governmental authorities necessary for development of the Project, and constructing various private improvements on the Site. 2.02.Developer's Proposal. (a)The Proposal for the redevelopment of the Site, specifically including the design, construction, equipping, completion and use of the Project, and each component thereof, is hereby found by the Agency and acknowledged by Developer: (1) to be consistent with and in furtherance of the objectives of the Plan, (2) to conform to the provisions of the Act, (3) to be in the best interests of the citizens of the City, (4) to further the purposes and objectives of the Agency, and (5) to further the public purpose of eradicating conditions of blight in the Area. The parties recognize and agree that during the process of review and approval provided for in [GM17-9311-025/211355/1]7 the Agreement the design of the Project may be subject to change and modification as may be either agreed to by the parties or required as provided herein or by the appropriate regulatory authority, and should any changes be necessary or desirable the parties agree that they will act expeditiously and reasonably in reviewing and approving or disapproving any changes or modifications to the Project. (b)Based upon and as a result of the findings set forth in subsection (a) above, the Proposal, including such changes and revisions as are provided by this Agreement, is hereby affirmed by Developer and approved and accepted by the Agency. 2.03.Cooperation of the Parties. The parties hereto recognize that the successful development of the Project and each component thereof is dependent upon continued cooperation of the parties hereto, and each agrees that it shall act in a reasonable manner hereunder, provide the other party with complete and updated information from time to time, with respect to the conditions such party is responsible for satisfying hereunder and make its good faith reasonable efforts to ensure that such cooperation is continuous, the purposes of this Agreement are carried out to the full extent contemplated hereby and the Project is designed, constructed, equipped, completed and operated as provided herein. 2.04.Authorized Representative. (a)Each party shall designate an Authorized Representative to act on its behalf to the extent of the grant of any authority to such representative. Written notice of the designation of such a representative (and any subsequent change in the Authorized Representative) shall be given by the designating party to the other party in writing in accordance with the procedure set forth in Section 11.03 hereof. (b)Except as otherwise expressly provided in this Agreement, whenever approval or action by Developer or the Agency is required by this Agreement, such action or approval may, in the discretion of the party considering such approval or action, be taken or given by the Authorized Representative thereof. A party to this Agreement may rely upon the representation of the other party's Authorized Representative that such person has the requisite authority to give the approval or take the action being done by that Authorized Representative. A party may not later deny that its Authorized Representative had the authority represented to and relied upon by the other party or revoke or deny any action taken by such Authorized Representative which was relied upon by the other party. (c)Developer does hereby notify the Agency that its initial Authorized Representative for the Project is Daniels Ikajevs of The Ring Workspaces, LLC, (d) The Agency does hereby notify Developer that its initial Authorized Representative is Seth Taylor, Director of the CRA. ARTICLE 3.LAND USE REGULATION. 3.01.Zoning. On the Effective Date, the zoning classification for the Site is "Downtown District", abbreviated as "D." The parties recognize and acknowledge that the zoning classification of the Site as of the Effective Date permits development of the Project. [GM17-9311-025/211355/1]8 3.02.Redevelopment Plan. The Agency represents to Developer and Developer acknowledges that as of the Effective Date, the Site is in the Downtown Core District and the provisions of the Plan pertaining to the Site were consistent with the “The Ring Workspaces, LLC” co-working facilities Project as contemplated by the Proposal and this Agreement. 3.03.Permits. (a)Developer shall cause the tenant’s contractor to prepare and submit to the appropriate governmental authorities, including the City, the applications for each and every Building Permit and any and all necessary Permits for the Project. Developer shall bear all costs of preparing such applications, applying for and obtaining such permits including applicable application, inspection, regulatory and Impact Fees or charges pertaining to the Project, including, but not limited to, any such permit, review, application, inspection, regulatory or Impact Fees. (b)The Agency shall cooperate with Developer in obtaining all necessary Permits and the Building Permits required for the construction and completion of the Project. (c) The Agency's duties, obligations, or responsibilities under any section of this Agreement, specifically including but not limited to this Section 3.04 do not affect the Agency's or the City's right, duty, obligation, authority and power to act in its governmental or regulatory capacity in accordance with applicable laws, ordinances, codes or other building or project regulation. (d)Notwithstanding any other provisions of this Agreement, any required permitting, licensing or other regulatory approvals by the Agency or the City shall be subject to the established procedures and requirements of the Agency or the City with respect to review and permitting of a project of a similar or comparable nature, size and scope. In no event shall the Agency or the City, due to any provision of this Agreement, be obligated to take any action concerning regulatory approvals except through its established processes and in accordance with applicable provisions of law. 3.04.Not a Development Order or Permit. The parties do hereby acknowledge, agree and represent that this Agreement is not intended to be and should not be construed or deemed to be a "development order" or "development permit" within the meaning of those terms in Section 163.3164, Florida Statutes. 3.05.Permitted Uses. (a)The Project shall consist of 18,000 square foot co-working facilities along with a 1,300 square foot outdoor lounge overlooking Station Square Park. (b)The Project shall have access to a dedicated parking lot adjacent to the Project addressed at 630 Laura Street containing 60 parking spaces for exclusive use of The Ring. ARTICLE 4.PROJECT PLANS AND SPECIFICATIONS. [GM17-9311-025/211355/1]9 4.01.Site Plan. (a)Developer has prepared a Site Plan, a copy of which is attached hereto as Exhibit B, which contemplates development of the Project consistent with this Agreement. Developer agrees that during the term of this Agreement, any material changes to the Site Plan or any subsequent versions of the Site Plan will be submitted to the City for review, if such review is required by the Land Development Code, and Agency for approval, which Approval shall not be unreasonably withheld or delayed. ARTICLE 5.CONSTRUCTION AND OPERATION OF THE PROJECT. 5.01.Interior Demolition. Permits issued by the City for pre-construction activities on the Site, interior demolition, shall not be considered a Building Permit for purposes of this Agreement. 5.02.Construction of the Project. (a)(1)Developer shall construct the Project on the Site substantially in accordance with the Project Plans and Specifications therefor. Subject to Unavoidable Delay and the terms and conditions in this Agreement, Developer shall submit plans for permit approval by no later than 60 days from the date of approval of this Agreement.(2)For purposes of this Section 5.02, "commence construction" of the Project means commencement of meaningful physical development of that part of the Project as authorized by the Building Permit therefor which is continued and prosecuted with reasonable diligence toward and with the objective of completion of the Project. (b)(1)After the Commencement Date, Developer shall continue, pursue andprosecute the construction of the Project with reasonable diligence to completion by the Completion Date and shall not at any time actually or effectively have abandoned (or its Contractor having actually or effectively abandoned) the Site. For purposes of this subsection (b), "abandoned" means to have ceased any construction work which effectively advances the construction of the Project toward completion. Subject to Unavoidable Delay and the terms and conditions in this Agreement, the Project shall be completed by no later than 7 months after permits have been issued. (2)All obligations of Developer with respect to commencement, continuation and completion of construction of the Project shall be subject to delays and extensions from time to time for Unavoidable Delay. Developer shall not be deemed to be in default of this Agreement to the extent construction or completion of the Project, or any part thereof, is not complete by reason of Unavoidable Delay. (c)For purposes of this Section 5.02, "completion," "complete," "substantially complete" or "substantial completion" means, with respect to construction of the co-working facilities space of the Project, a Certificate of Occupancy for the co-working facilities space has been issued by the City. [GM17-9311-025/211355/1]10 (d)If the Agency believes adequate progress in the construction of the Project is not being made, the Agency shall give notice to Developer that adequate progress is apparently not being made in the construction of the Project and to respond within ten (10) business days thereafter as to why adequate progress is or is not being made toward completion of the Project. 5.03.Project Alterations or Improvements. During the construction of the Project, Developer may, from time to time, make minor alterations and improvements, structural or otherwise, to the Project as Developer deems desirable and consistent with the Project Plans and Specifications for the use contemplated by this Agreement; provided, however, that prior to the commencement of any material alterations or improvements of sufficient size and scope as to constitute a material change in the previously approved Project Plans and Specifications, Developer shall notify the Agency of such material change and may submit a change, amendment or revision to the Project Plans and Specifications to the Agency for review. Any change to the façade improvements during or after construction must be approved by the Agency prior to implementation. Nothing in this Section 5.03 is intended nor shall be deemed to limit or restrict the exercise of governmental or regulatory powers or authority by the City or any other governmental entity or to enlarge its regulatory authority. 5.04.Completion Certificate. (a)(1)Upon the substantial completion of the construction of the Project in accordance with the provisions of this Article 5, Developer shall prepare and execute the Completion Certificate, which shall then be delivered to the Agency. Upon receipt of the certificate the Agency shall promptly and diligently proceed to determine if construction of the Project has been completed substantially in accordance with the Project Plans and Specifications and this Agreement. Upon making such a determination, the Agency shall execute the certificate and return it to Developer. The date of the Completion Certificate shall be the date when all parties shall have executed said certificate. (2)The Completion Certificate shall constitute a conclusive determination by the parties hereto of the satisfaction and termination of the obligations of Developer hereunder to construct the Project; provided, however that nothing in this Section 5.04 shall be a waiver of the rights, duties, obligations or responsibilities of the City or any other governmental entity acting in its regulatory or governmental capacity or an approval of said construction for purposes of the issuance of a certificate of occupancy for the Project. The remaining obligations of Developer, including but not limited to the obligation to operate the Project as co-working facilities for of a period of not less than five years shall survive and are not affected by the filling of the Completion Certificate. (3)The parties agree that it is their intent that the review by the Agency for purposes of the Completion Certificate determination pursuant to this Section 5.04 is not to be an additional or duplicate inspection over and above that required for purposes of the Building Permit, including the issuance of a certificate of occupancy. The Agency agrees that for purposes of determining if the Project has been substantially completed in accordance with the Project Plans and Specifications, the issuance of a certificate of occupancy for the Project shall be a conclusive determination of substantial completion for purposes of this subsection (a) and, if such certificate has been determined to have been issued, then the Agency agrees to execute the Completion Certificate. [GM17-9311-025/211355/1]11 (b)(1)If the Agency shall refuse or fail to execute the Completion Certificate after receipt of a request by Developer to do so, then the Agency shall, within ten (10) days after its receipt of such request, provide Developer with a written statement setting forth in reasonable detail the reason(s) why the Agency has not executed the Completion Certificate and what must be done by Developer to satisfy such objections so that the Agency would sign the certificate. Upon Developer satisfying the Agency's objections, then Developer shall submit a new request to the Agency for execution of the Completion Certificate and that request shall be considered and acted upon in accordance with the procedures in paragraph (a)(1) for the original request. (c)The Completion Certificate shall be in a form sufficient to be recorded in the public records of Pinellas County, Florida. After execution by the Agency, it shall be promptly returned to Developer who shall record the certificate in the public records of Pinellas County, Florida, and pay the cost of such recording. 5.05.Agency Not in Privity with Contractors. The Agency shall not be deemed to be in privity of contract with any Contractor or provider of goods or services with respect to the construction of any part of the Project. 5.06 Developer’s obligation to Operate Co-working facility. Developer shall have the obligation to operate or assure the continued operation of the co-working facility as provided in this Agreement for a period of no less than five(5) years from the Completion Date or commencement of operation of the co-working facility whichever is later. Developer shall provide a guarantee executed by the owner of the Site/Landlord (600 Cleveland, LLC) in the form attached hereto as Exhibit L upon execution of this Agreement. 5.07 Annual Report. Developer shall file annually no later than December 31 st of each year a Report containing the information attached in Exhibit K. 5.08 Security for Developer’s Performance. In consideration of the reimbursements and payments made by the Agency pursuant to Article 6 hereof, Developer shall provide a Performance Mortgage to secure the funds so paid, in substantially the form as set forth and attached hereto as Exhibit C. Before any funds are paid, the mortgage shall be in place, securing a first lien position on the property so identified for Agency payments. This obligation and the Performance Mortgage provided hereto shall survive termination as provided in paragraph 9.05 and 9.06. Pursuant to the provisions of Section 6.02 herein, the Agency shall cancel and release the Performance Mortgage and the same shall be of no further force and effect, at the earlier of (a) the end of the 5-year period contemplated therein during which the property is maintained as a co-working facility or (b) the date on which repayment is made pursuant to the provisions of Section 6.03. ARTICLE 6.PAYMENTS BY AGENCY. 6.01 Co-working Facilities Buildout Loan to Grant. The Agency shall reimburse Developer for co-working facilities buildout and/or permanent fixtures for the project as specified in Exhibit H in an amount not to exceed Six Hundred Thousand Dollars ($600,000.00). Developer shall provide the Agency with documentation verifying expenditures for the co- working facilities buildout. The documentation shall include invoices from the contractor for the [GM17-9311-025/211355/1]12 work for which reimbursement is sought and proof of payment by Developer. Provided further, that the total amount of reimbursement payments for said improvements shall not exceed 50% of the total amount of expenditures made by Developer for the co-working facilities buildout. All payments shall be made in accordance with the Local Government Prompt Payment Act, Florida Statutes § 218.70. 6.02 Repayment by Developer. All payments by the Agency pursuant to this article 6 are subject to repayment by Developer if Developer fails to maintain the property as co-working facilities for a period of five years as provided in § 5.06. If at any time during the first five years following the issuance of the certificate of completion, the project fails to be operated as co- working facilities, Developer shall repay to the Agency the amounts paid by the Agency pursuant to this article. The amount to be repaid by the Developer shall be reduced by 20% for each year the co-working facility is open and operating as provided in substantial compliance with Exhibit G. Developer's obligation to repay the incentives provided herein shall be secured by a performance mortgage as provided in section 5.06. ARTICLE 7.REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEVELOPER. 7.01.Representations and Warranties. Developer represents and warrants to the Agency that each of the following statements is currently true and accurate and agrees the Agency may rely upon each of the following statements: (a)Developer is a Florida limited liability company duly organized and validly existing under the laws of the State of Florida, has all requisite power and authority to carry on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party, is qualified to do business in the State of Florida, and has consented to service of process upon a designated agent for service of process in the State of Florida. (b)This Agreement and, to the extent such documents presently exist in form accepted by the Agency and Developer, each document contemplated or required by this Agreement to which Developer is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, Developer, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof: (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on Developer, (3) contravenes or results in any breach of, default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of Developer under any indenture, mortgage, deed of trust, bank loan or credit agreement, Developer's articles of organization, or, any other agreement or instrument to which Developer is a party or by which Developer may be bound. (c)This Agreement and, to the extent such documents presently exist in form accepted by the Agency and Developer, each document contemplated or required by this Agreement to which Developer is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of Developer enforceable against Developer in [GM17-9311-025/211355/1]13 accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d)There are no pending or, to the knowledge of Developer, threatened actions or proceedings before any court or administrative agency against Developer, or against any controlling manager, member, employee or agent of Developer, which question the validity of this Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of Developer. (e)Developer has filed or caused to be filed all federal, state, local and foreign tax returns, if any, which were required to be filed by Developer, and has paid, or caused to be paid, all taxes shown to be due and payable on such returns or on any assessments levied against Developer. (f)All financial information and other documentation, including that pertaining to the Project or Developer, delivered by Developer to the City and the Agency, was, on the date of delivery thereof, true and correct. (g)The principal place of business and principal executive offices of Developer are 331 Cleveland Street, #2502, Clearwater, FL 33755 and, until the expiration or termination of this Agreement, Developer will keep original or duplicate records concerning the Project (such as construction contracts, financing documents and corporate documents) and all contracts, licenses and similar rights relating thereto at an office located in the corporate limits of the City of Clearwater. (h)As of the Effective Date, Developer has the financial capability to carry out its obligations and responsibilities in connection with the development of the Project as contemplated by this Agreement. (i)Developer (with the assistance of its Project Professionals) has the experience, expertise, and capability to develop, cause the construction, and complete the Project and, oversee and manage the design, planning, construction, and completion of the Project, and to acquire the Site as provided herein. 7.02.Covenants. Developer covenants with the Agency that until the earlier of the Termination Date or the Expiration Date: (a)Developer shall timely perform or cause to be performed all of the obligations contained herein which are the responsibility of Developer to perform. (b)Developer shall assist and cooperate with the Agency to accomplish the development of the Project by Developer in accordance with this Agreement, and the Project Plans and Specifications and will not violate any laws, ordinances, rules, regulations, orders, contracts or agreements that are or will be applicable thereto, including the Plan and the Act. [GM17-9311-025/211355/1]14 (c)Subsequent to the Effective Date, Developer shall maintain its financial capability to develop, construct, complete and maintain the Project and shall promptly notify the Agency of any event, condition, occurrence, or change in its financial condition which materially adversely affects, or with the passage of time is likely to adversely affect, Developer's financial capability to successfully and completely develop, construct and complete the Project as contemplated hereby. (d)Developer shall promptly cause to be filed when due all federal, state, local and foreign tax returns required to be filed by it, and shall promptly pay when due any tax required thereby so as to avoid an uncured tax lien against the Site. (e)Subject to and except as permitted by Section 7.01, prior to the expiration or termination of this Agreement, Developer shall maintain its existence, will not dissolve or substantially dissolve all of its assets and will not consolidate with or merge into another limited liability company, corporation, limited partnership, or other entity without the prior approval of the Agency, unless Developer is the surviving entity or retains a controlling interest in the consolidated or merged entity, in which case no consent by Agency shall be required. In any event, prior to the expiration or termination of this Agreement, Developer, will promptly notify the Agency of any changes to the existence or form of the corporation of Developer. (f)Developer shall not sell, lease, transfer or otherwise dispose of all or substantially all its assets without adequate consideration and will otherwise take no action which shall have the effect, singularly or in the aggregate, of rendering Developer unable to continue to observe and perform the covenants, agreements, and conditions hereof and the performance of all other obligations required by this Agreement. (g)Provided all conditions precedent thereto have been satisfied or waived as provided herein, Developer shall design, construct and complete the Project such that it is substantially complete as provided in this Agreement no later than the Completion Date. 7.03 Covenant: Nondiscrimination. Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the marketing, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the site, nor shall Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. ARTICLE 8.REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY. 8.01.Representations and Warranties. The Agency represents and warrants to Developer that each of the following statements is currently true and accurate and agrees that Developer may rely on each of the following statements: [GM17-9311-025/211355/1]15 (a)The Agency is a validly existing body corporate and politic of the State of Florida, is the duly created community redevelopment agency of the City under Part III, Chapter 163, Florida Statutes (known as the Community Redevelopment Act of 1969), has all requisite corporate power and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party. (b)This Agreement and, to the extent such documents presently exist in form accepted by the Agency and Developer, each document contemplated or required by this Agreement to which the Agency is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the Agency, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Agency, (3) contravenes or results in any breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the Agency under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which the Agency is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of the Agency outstanding on the Effective Date. (c)This Agreement and, to the extent such documents presently exist in form accepted by the Agency and Developer, each document contemplated or required by this Agreement to which the Agency is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of the Agency enforceable against the Agency in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d) There are no pending or threatened actions or proceedings before any court or administrative agency against the Agency, or against any officer of the Agency, which question the validity of any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Agency. 8.02.Covenants. The Agency covenants with Developer that until the earlier of the Termination Date or the Expiration Date: (a)The Agency shall timely perform or cause to be performed all of the obligations contained herein which are the responsibility of the Agency to perform. (b)During each year that this Agreement and the obligations of the Agency under this Agreement shall be in effect, the Agency shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals, and shall cause to occur those events contemplated by this Agreement that are applicable to and are the responsibility of the Agency. [GM17-9311-025/211355/1]16 (c)The Agency shall assist and cooperate with Developer to accomplish the development of the Project in accordance with this Agreement and the Project Plans and Specifications, will carry out its duties and responsibilities contemplated by this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will be applicable thereto, and, to the extent permitted by law, the Agency will not enact or adopt or urge or encourage the adoption of any ordinances, resolutions, rules, regulations or orders or approve or enter into any contracts or agreements, including issuing any bonds, notes, or other forms of indebtedness, that will result in any provision of this Agreement to be in violation thereof. (d)The Agency shall maintain its financial capability to carry out its responsibilities as contemplated by this Agreement and shall notify Developer of any event, condition, occurrence, or change in its financial condition which adversely affects, or with the passage of time is likely to adversely affect, the Agency's financial capability to carry out its responsibilities contemplated hereby. ARTICLE 9.DEFAULT; TERMINATION. 9.01.Default by Developer. (a)Provided the Agency is not then in default of this Agreement under Section 9.02 hereof, there shall be an "event of default" by Developer upon the occurrence of any one or more of the following after the Effective Date: (1)Developer shall fail to perform or comply with any material provision of this Agreement applicable to it within the time prescribed therefor; provided, however, that suspension of or delay in performance by Developer during any period in which the Agency is in default of this Agreement as provided in Section 9.02 hereof will not constitute an event of default by Developer under this subsection (a); or (2)Developer shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts as they become due or shall file a petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation or shall file an answer admitting, or shall fail reasonably to contest, the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Developer or any material part of such entity's properties; or (3)Within sixty (60) days after the commencement of any proceeding by or against Developer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed or otherwise terminated, or if, within sixty (60) days after the appointment without the consent or acquiescence of Developer of any trustee, receiver or liquidator of any of such entities or of any material part of any of such entity's properties, such appointment shall not have been vacated. (b)(1)If an event of default by Developer described in subsection (a) above shall occur, the Agency shall provide written notice thereof to Developer, and, if such event of [GM17-9311-025/211355/1]17 default shall not be cured by Developer within thirty (30) days after receipt of the written notice from the Agency specifying in reasonable detail the event of default by Developer, or if such event of default is of such nature that it cannot be completely cured within such time period, then if the Agency is not then in default of this Agreement and Developer shall not have commenced to cure such default within such thirty (30) day period and shall not diligently prosecute such cure to completion within such reasonable longer period of time as may be necessary then, in addition to any remedy available under Section 9.03, the Agency may terminate this Agreement or pursue any and all legal or equitable remedies to which the Agency is entitled, provided, however, if Developer shall fail to cure such event of default within said thirty (30) day or longer period or ceases to proceed diligently to timely cure such event of default, then the Agency may proceed to enforce other available remedies without providing any additional notice to Developer. The Agency shall have no obligation to make the payments provided in Article 6 herein, while developer is in default. (2)Any attempt by the Agency to pursue any of the above referenced remedies will not be deemed an exclusive election of remedy or waiver of the Agency's right to pursue any other remedy to which either may be entitled. (3)Any time periods or deadlines provided in this Agreement shall be tolled or extended by the amount of time to cure any event of default hereunder if such event affects Developer's or Agency's ability to perform by such deadline or the expiration of such period. (c)In the event of a termination of this Agreement pursuant to this Section 9.01, the Agency shall not be obligated to make or to continue to make any payments provided for in Article 6. 9.02.Default by the Agency. (a)Provided Developer is not then in default under Section 9.01, there shall be an "event of default" by the Agency under this Agreement in the event the Agency shall fail to perform or comply with any material provision of this Agreement applicable to it; provided, however, that suspension of or delay in performance by the Agency during any period in which Developer is in default of this Agreement as provided in Section 9.01 hereof will not constitute an event of default by the Agency under this subsection (a). (b)If an event of default by the Agency described in subsection (a) shall occur, Developer shall provide written notice thereof to the Agency, and, after expiration of the curative period described in paragraph (c) below, may terminate this Agreement, institute an action to compel specific performance of the terms hereof by the Agency or pursue any and all legal or equitable remedies to which Developer is entitled; provided, however, if the event of default by the Agency occurs on or prior to the Commencement Date, any monetary recovery by Developer in any such action shall not include any lost profits or consequential damages and shall be limited to bona fide third-party out-of-pocket costs and expenses, including reasonable attorneys' fees, incurred by Developer in connection with the negotiation of this Agreement as well as any investigation, due diligence, development, design or construction costs incurred by Developer in connection with the proposed acquisition and development of the Site, unless any such default by the Agency was willful and committed in bad faith with reckless disregard for the rights of Developer. [GM17-9311-025/211355/1]18 (c)Developer may not terminate this Agreement or institute an action described in paragraph (b) above if the Agency cures such event of default within thirty (30) days after receipt by the Agency of written notice from Developer specifying in reasonable detail the event of default by the Agency, or if any such event of default is of such nature that it cannot be completely cured within such period, then within such reasonably longer period of time as may be necessary to cure such default, provided however, if the Agency is proceeding diligently and in good faith, the curative period shall be extended for a period of not exceeding an aggregate of thirty (30) days without any approval or consent of Developer being required, but such approval will be required (and shall be given or withheld in Developer's sole discretion) if the curative period is to be extended beyond thirty (30) days after the notice of default has been given by Developer to the Agency if the Agency has commenced to cure such default within such thirty (30) day period and is diligently prosecuting such curative action to completion. The Agency shall within said thirty (30) day period or such longer period promptly, diligently and in good faith proceed to cure such event of default after receipt of the notice from Developer and shall succeed in curing such event of default within said period of time, provided, however, if the Agency shall fail to cure such event of default within said thirty (30) day or longer period or ceases to proceed diligently to timely cure such event of default, then Developer may proceed with its available remedies without providing any additional notice to the Agency. (d)Any attempt by Developer to pursue any of the remedies referred to in paragraphs (a), (b), or (c) above will not be deemed an exclusive election of remedy or waiver of Developer's right to pursue any other remedy to which it might be entitled. (e)Any time periods or deadlines provided in this Agreement shall be tolled or extended by the amount of time to cure any event of default hereunder if such event affects Developer's or Agency's ability to perform by such deadline or the expiration of such period. 9.03.Obligations, Rights and Remedies Cumulative. Unless specifically stated herein to the contrary, the specified rights and remedies to which either the Agency or Developer are entitled under this Agreement are not exclusive and are intended to be in addition to any other remedies or means of redress to which the Agency or Developer may lawfully be entitled and are not specifically prohibited by this Agreement. The suspension of, or delay in, the performance of its obligations by Developer, while the Agency shall at such time be in default of their obligations hereunder shall not be deemed to be an "event of default." The suspension of, or delay in, the performance of the obligations by the Agency while Developer shall at such time be in default of its obligations hereunder shall not be deemed to be an "event of default" by the Agency. 9.04.Non-Action on Failure to Observe Provisions of this Agreement. The failure of the Agency or Developer to promptly or continually insist upon strict performance of any term, covenant, condition or provision of this Agreement, or any Exhibit hereto, or any other agreement, instrument or document of whatever form or nature contemplated hereby shall not be deemed a waiver of any right or remedy that the Agency or Developer may have, and shall not be deemed a waiver of a subsequent default or nonperformance of such term, covenant, condition or provision. 9.05.Termination. [GM17-9311-025/211355/1]19 (a)Developer and the Agency acknowledge and agree that as of the Effective Date certain matters mutually agreed by the parties hereto are essential to the successful development of the Project have not been satisfied or are subject to certain conditions, legal requirements or approvals beyond the control of any of the parties hereto or which cannot be definitely resolved under this Agreement. In recognition of these events or conditions, the parties hereto mutually agree that, provided the appropriate or responsible party therefor diligently and in good faith seeks to the fullest extent of its capabilities to cause such event or condition to occur or be satisfied, the failure of the events or conditions listed in subsection (b) below to occur or be satisfied shall not constitute an event of default by any party under this Article 9, but may be the basis for a termination of this Agreement as provided in this Section 9.05. (b)In addition to any other rights of termination provided elsewhere in this Agreement, this Agreement may be terminated as provided in subsection (c) after the occurrence of any of the following events or conditions: (1)All of the Site is taken by the exercise of the power of eminent domain by a governmental authority (except the City or the Agency) or a person entitled to exercise such power or benefiting there from, or such part of the Site is taken by the power of eminent domain so as to render the Project commercially unfeasible or unusable for its intended uses as contemplated by this Agreement; (2)The appropriate governmental authority (but not including the City in exercise of its governmental and regulatory authority and responsibility), upon petition by Developer, unduly delays or denies or fails to issue the Permits, issue the Building Permits, or approve any other land use approval necessary to commence construction of the Project on the Site; (3)A moratorium on new construction is imposed by a governmental authority within the City or Pinellas County so as to prevent construction of the Project to commence; (4)The City or other appropriate governmental authority has issued a concurrency compliance certificate or a reservation of services capacity as described in Section 3.05 and such certificate or reservation has been revoked, repealed, superseded, or otherwise no longer of any effect or Developer is unable to rely upon such certificate or reservation, if such a certificate or reservation is required for development of the Project on the Site, and Developercannot obtain a new or replacement certificate or reservation for the Project. (5)The City approves an amendment to the Plan which is inconsistent with the Project being located on the Site. (c)Upon the occurrence of an event described in subsection (b), then Developer or the Agency may upon determining that such event cannot reasonably be expected to change in the foreseeable future so as to allow development of the Project, may elect to terminate this Agreement by giving a notice to the other party hereto within thirty (30) days of the occurrence of such event or the determination of inability to cause a condition precedent to occur or be satisfied, stating its election to terminate this Agreement as a result thereof, in which case this [GM17-9311-025/211355/1]20 Agreement shall then terminate, provided, however, only Developer may elect to terminate this Agreement upon the occurrence of an event described in paragraph (5). (d)In the event of a termination pursuant to Section 9.05(b), neither Developer nor the Agency shall be obligated or liable one to the other in any way, financially or otherwise, for any claim or matter arising from or as a result of this Agreement or any actions taken by Developer and the Agency, or any of them, hereunder or contemplated hereby, and each party shall be responsible for its own costs. (e)Notwithstanding anything to the contrary contained herein, in the event that any party shall have, but shall not exercise, the right hereunder to terminate this Agreement because of the non-satisfaction of any condition specified herein, and such condition is subsequently satisfied, then the non-satisfaction of such condition shall no longer be the basis for termination of this Agreement. 9.06.Termination Certificate. (a)In the event of a termination of this Agreement as provided in 9.05 prior to the Expiration Date, each of the parties hereto do covenant and agree with each other to promptly execute a certificate prepared by the party electing to terminate this Agreement, which certificate shall expressly state that this Agreement has been terminated in accordance with its terms, is no longer of any force and effect except for those provisions hereof which expressly survive termination, that the rights, duties and obligations of the parties hereto have been terminated and released (subject to those surviving provisions hereof, including but not limited to paragraph 5.06) and that the Site is no longer subject to any restrictions, limitations or encumbrances imposed by this Agreement. (b)The certificate described in subsection (a) shall be prepared in a form suitable for recording and promptly after execution by all of the parties hereto shall be recorded in the public records of Pinellas County, Florida. The cost of recording the termination certificate shall be paid by the terminating party. 9.07 Remedies. All remedies provided for herein and under Florida law shall be cumulative and shall survive the technical termination of this Agreement pursuant to execution, delivery and recordation of a Termination Certificate or otherwise hereunder. ARTICLE 10. UNAVOIDABLE DELAY. 10.01. Unavoidable Delay. (a)Any delay in performance of or inability to perform any obligation under this Agreement (other than an obligation to pay money) due to any event or condition described in paragraph (2) as an event of "Unavoidable Delay" shall be excused in the manner provided in this Section 10.01. (b)"Unavoidable Delay" means any of the following events or conditions or any combination thereof: acts of God, acts of the public enemy, riot, insurrection, terrorist attack, war, pestilence, archaeological excavations required by law, unavailability of materials after timely ordering of same, epidemics, quarantine restrictions, freight embargoes, fire, lightning, [GM17-9311-025/211355/1]21 hurricanes, earthquakes, tornadoes, floods, extremely abnormal and excessively inclement weather (as indicated by the records of the local weather bureau for a five-year period preceding the Effective Date), strikes or labor disturbances, delays due to proceedings under Chapters 73 and 74, Florida Statutes, restoration in connection with any of the foregoing or any other cause beyond the reasonable control of the party performing the obligation in question, including, without limitation, such causes as may arise from the act of the other party to this Agreement, or acts of any governmental authority (except that acts of the Agency shall not constitute an Unavoidable Delay with respect to performance by the Agency). (c)An application by any party hereto (referred to in this paragraph (c) and in paragraph (d) as the "Applicant") for an extension of time pursuant to subsection (a) must be in writing, must set forth in detail the reasons and causes of delay, and must be filed with the other party to this Agreement within thirty (30) days following the occurrence of the event or condition causing the Unavoidable Delay or thirty (30) days following the Applicant becoming aware (or with the exercise of reasonable diligence should have become aware) of such occurrence. (d)The Applicant shall be entitled to an extension of time for an Unavoidable Delay only for the number of days of delay due solely to the occurrence of the event or condition causing such Unavoidable Delay and only to the extent that any such occurrence actually delays that party from proceeding with its rights, duties and obligations under this Agreement affected by such occurrence. ARTICLE 11. MISCELLANEOUS. 11.01. Assignments. (a)(1)Prior to the earlier of the Termination Date or the Expiration Date, Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Project, or any part thereof to any person with the prior written consent of the Agency, which shall not be unreasonably withheld, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by Developer to the assignee, shall be bound by the terms of this Agreement the same as Developer for such part of the Project as is subject to such sale, conveyance, assignment or other disposition, except for the sale of a condominium in the ordinary course of business. (2)If the assignee of Developer's right, title, interest and obligations in and to the Project, or any part thereof, assumes all of Developer's obligations hereunder for the Project, or that part subject to such sale, conveyance, assignment or other disposition, then Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the Agency agrees to execute an instrument evidencing such release, which shall be in recordable form. (b)An assignment of the Project, or any part thereof, by Developer to any corporation, limited partnership, general partnership, or joint venture, in which Developer is the or a general partner or has either the controlling interest or through a joint venture or other arrangement shares equal management rights with a financial institution and maintains such controlling interest or equal management rights for the term of this Agreement shall not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or [GM17-9311-025/211355/1]22 transfers imposed by this Section 11.01, provided, however, that notice of such assignment shall be given by Developer to the Agency no less than thirty (30) days prior to such assignment being effective and the assignee shall be bound by the terms of this Agreement to the same extent as would Developer in the absence of such assignment. If Developer shall at any time withdraw or be replaced as a general partner or no longer have the controlling interest or management rights as described in this subsection, then that event shall constitute an assignment of Developer's right, title, interest or obligations under this Agreement for purposes of this Section 11.01 and the prior approval of the Agency shall be obtained before such an event shall be effective. 11.02. Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the Agency, and its successors and assigns, and Developer, and its successors and assigns, except as may otherwise be specifically provided herein. 11.03. Notices. (a)All notices, demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by overnight courier service, facsimile transmission, or by hand delivery to the office for each party indicated below and addressed as follows: To Developer:To the Agency: Daniels Ikajevs The Ring Workspaces, LLC Community Redevelopment Agency of 331 Cleveland St., #2502 the City of Clearwater Clearwater, FL 33755 112 S. Osceola Avenue FAX # (727)_________Clearwater, FL 33756Attention: Seth Taylor FAX # (727) 562-4052 with copies to:with copies to: Pamela K. Akin, City AttorneyCity of Clearwater 112 S. Osceola AvenueClearwater, FL 33756Attention: City Attorney FAX # (727) 562-4021 David E. Platte, Esq. Trask Daigneault, LLP1001 S. Ft. Harrison Ave., Suite 201 Clearwater, FL 33756 Attention: David E. PlattePhone: (727) 733-0494 Fax #: (727) 733-2991 [GM17-9311-025/211355/1]23 (b)Notices given by courier service or by hand delivery shall be effective upon delivery and notices given by mail shall be effective on the third (3rd) business day after mailing. Refusal by any person to accept delivery of any notice delivered to the office at the address indicated above (or as it may be changed) shall be deemed to have been an effective delivery as provided in this Section 11.03. The addresses to which notices are to be sent may be changed from time to time by written notice delivered to the other parties and such notices shall be effective upon receipt. Until notice of change of address is received as to any particular party hereto, all other parties may rely upon the last address given. 11.04. Severability. If any term, provision or condition contained this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 11.05. Applicable Law and Construction. The laws of the State of Florida shall govern the validity, performance and enforcement of this Agreement. This Agreement has been negotiated by the Agency and Developer, and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by the Agency or Developer, but by all equally. 11.06. Venue; Submission to Jurisdiction. (a)For purposes of any suit, action, or other proceeding arising out of or relating to this Agreement, the parties hereto do acknowledge, consent, and agree that venue thereof is Pinellas County, Florida. (b)Each party to this Agreement hereby submits to the jurisdiction of the State of Florida, Pinellas County and the courts thereof and to the jurisdiction of the United States District Court for the Middle District of Florida, for the purposes of any suit, action, or other proceeding arising out of or relating to this Agreement and hereby agrees not to assert by way of a motion as a defense or otherwise that such action is brought in an inconvenient forum or that the venue of such action is improper or that the subject matter thereof may not be enforced in or by such courts. (c)If at any time during the term of this Agreement Developer is not a resident of the State of Florida or has no office, employee, agency or general partner thereof available for service of process as a resident of the State of Florida, or if any permitted assignee thereof shall be a foreign corporation, partnership or other entity or shall have no officer, employee, agent, or general partner available for service of process in the State of Florida, Developer hereby designates the Secretary of State, State of Florida, its agent for the service of process in any court action between it and the Agency arising out of or relating to this Agreement and such service shall be made as provided by the laws of the State of Florida for service upon a non-resident; provided, however, that at the time of service on the Florida Secretary of State, a copy of such service shall be delivered to Developer at the address for notices as provided in Section 11.03. [GM17-9311-025/211355/1]24 11.07. Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement. Developer and the Agency acknowledge, agree and represent that this Agreement, including, without limitation, any of the Exhibits, is not a development agreement as described in Sections 19-31, Chapter 86-191, Laws of Florida, codified as Sections 163.3220-163.3243, Florida Statutes. 11.08. Estoppel Certificates. Developer and the Agency shall at any time and from time to time, upon not less than ten (10) days prior notice by another party hereto, execute, acknowledge and deliver to the other parties a statement in recordable form certifying that this Agreement has not been modified and is in full force and effect (or if there have been modifications that the said Agreement as modified is in full force and effect and setting forth a notation of such modifications), and that to the knowledge of such party, neither it nor any other party is then in default hereof (or if another party is then in default hereof, stating the nature and details of such default), it being intended that any such statement delivered pursuant to this Section 11.08 may be relied upon by any prospective purchaser, mortgagee, successor, assignee of any mortgage or assignee of the respective interest in the Project, if any, of any party made in accordance with the provisions of this Agreement. 11.09. Complete Agreement; Amendments. (a)This Agreement, and all the terms and provisions contained herein, including without limitation the Exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements whether written or oral, including the RFP and the Proposal. (b)Any provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. (c)This Agreement cannot be changed or revised except by written amendment signed by all parties hereto. 11.10. Captions. The article and section headings and captions of this Agreement and the table of contents preceding this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any article, section, subsection, paragraph or provision hereof. 11.11. Holidays. It is hereby agreed and declared that whenever a notice or performance under the terms of this Agreement is to be made or given on a Saturday or Sunday or on a legal holiday observed in the City, it shall be postponed to the next following business day. 11.12. Exhibits. Each Exhibit referred to and attached to this Agreement is an essential part of this Agreement. The Exhibits and any amendments or revisions thereto, even if not physically attached hereto shall be treated as if they are part of this Agreement. 11.13. No Brokers. The Agency and Developer hereby represent, agree and acknowledge that no real estate broker or other person is entitled to claim or to be paid a [GM17-9311-025/211355/1]25 commission as a result of the execution and delivery of this Agreement, including any of the Exhibits, or any proposed improvement, use, disposition, lease, conveyance or acquisition of any or all of the Site. 11.14. Not an Agent. During the term of this Agreement, Developer hereunder shall not be an agent of the City or the Agency, with respect to any and all services to be performed by Developer (and any of its agents, assigns, or successors) with respect to the Project, and the Agency is not an agent of Developer (and any of its agents, assigns, or successors). 11.15. Memorandum of Development Agreement. The Agency and Developer agree to execute, in recordable form, on the Effective Date, the short form "Memorandum of Agreement for Development," the form of which is attached hereto as Exhibit D , and agree, authorize and hereby direct such Memorandum to be recorded in the public records of Pinellas County, Florida, as soon as possible after execution thereof. The Agency shall pay the cost of such recording. 11.16. Public Purpose. The parties acknowledge and agree that this Agreement satisfies, fulfills and is pursuant to and for a public purpose and municipal purpose and is in the public interest, and is a proper exercise of the Agency's power and authority under the Act. 11.17. No General Obligation. In no event shall any obligation of the Agency under this Agreement be or constitute a general obligation or indebtedness of the City or the Agency, a pledge of the ad valorem taxing power of the City or the Agency or a general obligation or indebtedness of the City or the Agency within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. Neither Developer nor any other party under or beneficiary of this Agreement shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the Agency or any other governmental entity or taxation in any form on any real or personal property to pay the City's or the Agency's obligations or undertakings hereunder. 11.18. Technical Amendments. In the event that due to minor inaccuracies contained herein or any Exhibit attached hereto or any other agreement contemplated hereby, or due to changes resulting from technical matters arising during the term of this Agreement, the parties agree that amendments to this Agreement required due to such inaccuracies, unforeseen events or circumstances which do not change the substance of this Agreement may be made and incorporated herein. The Chairman of the Agency is authorized to approve such technical amendments on behalf of the Agency, respectively, and is authorized to execute any required instruments, to make and incorporate such amendment to this Agreement or any Exhibit attached hereto or any other agreement contemplated hereby. 11.19. Term; Expiration; Certificate. (a)If not earlier terminated as provided in Section 9.05, the term of this Agreement shall expire and this Agreement shall no longer be of any force and effect (except for those matters which specifically survive such expiration) on the seventh (7 th) anniversary of the Effective Date. (b)Upon completion of the term of this Agreement, all parties hereto shall execute the Agreement Expiration Certificate. The Agreement Expiration Certificate shall constitute (and [GM17-9311-025/211355/1]26 it shall be so provided in the certificate) a conclusive determination of satisfactory completion of all obligations hereunder and the expiration of this Agreement. (c)The Agreement Expiration Certificate shall be in such form as will enable it to be recorded in the public records of Pinellas County, Florida. Following execution by all of the parties hereto, the Agreement Expiration Certificate shall promptly be recorded by Developer in the public records of Pinellas County, Florida, and Developer shall pay the cost of such recording. 11.20. Effective Date. Following execution of this Agreement (and such of the Exhibits as are contemplated to be executed simultaneously with this Agreement) by the authorized officers of the Agency and by authorized representatives of Developer following approval hereof by the Agency and Developer, this Agreement (and any executed Exhibits) shall be in full force and effect in accordance with its terms and upon the recording of the Memorandum of Development Agreement as contemplated by Section 11.15 hereof. Upon termination of the Development Agreement or expiration of its term, the Agency and Developer shall execute a release of the recorded Memorandum of the Development Agreement. A copy of said release is attached hereto as Exhibit M. 11.21 Miscellaneous (a)Developer shall be authorized to utilize the parking spaces designated for The Ring or members of The Ring including Agency and Spark partners for nights, weekends and special event parking as agreed upon between Developer and the CRA Director. However, in such case, no less than 10 spaces shall be marked and reserved for The Ring tenants during at all times. (b)Developer shall be allowed to substitute collateral for the Performance Mortgage, reasonably satisfactory to Agency. However substituting collateral in no way alters or releases Developers obligation to provide 60 parking spaces for exclusive use of The Ring at 630 Laura Street, as provided herein. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of this _______ day of __________, 2017. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By:__________________________George N. Cretekos Chairperson Approved as to form: Attest: ______________________________________________________Pamela K. Akin Rosemarie Call City Attorney City Clerk [GM17-9311-025/211355/1]27 Witnesses:The Ring Workspaces, LLC, a Florida limited liability company ___________________________By: ______________________________________Daniels Ikajevs, its Managing Member ___________________________ STATE OF FLORIDACOUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of _______________, 2010 by Daniels Ikajevs, Managing Member of The Ring Workspaces, LLC, a Florida limited liability company and on behalf of said company. He is personally known to me or have produced a valid driver's license as identification. (SEAL)________________________________Printed/Typed Name: Notary Public-State of FloridaCommission Number: [GM17-9311-025/211355/1]28 EXHIBIT A LEGAL DESCRIPTION [TO BE FURNISHED] [GM17-9311-025/211355/1]29 LIST OF EXHIBITS EXHIBIT A --Legal Description EXHIBIT B --Project Plans and Specifications EXHIBIT C --Performance Mortgage EXHIBIT D --Memorandum of Agreement for Development EXHIBIT E --Agreement Expiration Certificate EXHIBIT F --Agreement Termination Certificate EXHIBIT G --Business Plan Exhibit H --Budget and CRA construction contributions Exhibit I --City Membership Plan with floor plan Exhibit J Lease between 600 Cleveland, LLC and The Ring Workspaces, LLC Exhibit K Annual Report Exhibit L Landlord Guarantee Exhibit M Release of Memorandum of Development Agreement 39 | P a g e Implementation Plan TIMELINE (Weeks) Tasks 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 Financial Grant Approval Attain Building Permits Finalize contract with GC Order Furniture in Time for delivery and installation Install VAV, duct, air terminals and Co2 and Air quality Sensors Install network cabling, Poe Lights and complete electrical grid Completed Plumbing Purchase Printers, Coffee Machine, TV’s, Telephones and supplies Develop Website, CRM and payment system Pre-sale promotion begins Set Up Social Media Accounts Marketing and Advertising Floors Installation Complete Overall Construction complete Recruitment of Community Manager and Front Desk Grand Opening EXIST. VAULT RESTRICTED AREA NO ADMITTANCE WITHOUT ATTENDANT OFFICE i'x16' OFFICE IO'xCf' OFFICE IO'xCf' EXISTINe INTBt!OR i-llNDOW!l TO BEL.Oi-1 EXISTIN6 c;ou.t-iN DEXISTINe OPEN AREA 4<1'xl4' (WITH EXISTIN6 FLOOR AND CEILIN6) BREAK RM. 1e,'xll' (V'IOOD FLOOR) eLA5S ( I OFFICE EXISTIN6 CONF. RM. ll'xlCf' OFFICE PART OF THE RINGCONFERENCE ROOM li'xl:2' (WOOD FLOOR) t-----=====l!I OFFICE IO'xlCf' OFFICE IO'xCf' OFFICES li'x44' N&ll�OR ST�TO MATC,H AD.JAC.BIT I I I I I I I I I D D D �---�----��----L...1. _____ ....L _____ J!l_ _ ___..ljl EXISTINe ST� I I I I I I O _________________ O _________________ O _________________ O James e. Mathias, A.I.A. Arc:.hltoc:.t 0 •tta • TAMPA, FL. JlmOMathlas-Group.c:.om BANK OF AMERICA 600 CLEVELAND STREET CLEARWATER, FLORIDA SCALE: 1/411 =11-011 SECOND FLOOR SCHEME IR 10/4/2011 GRAPHIC SCALE I I -1021 101 1111 N 201 EXHIBIT “C” [GM17-9311-025/209183/1] 1 PREPARED BY AND RETURN TO: NO DOCUMENTARY STAMP TAXES ARE DUE ON THIS MORTGAGE BECAUSE IT SECURES THE PERFORMANCE OF AN OBLIGATION, NOT THE PAYMENT OF MONEY. PERFORMANCE MORTGAGE THIS PERFORMANCE MORTGAGE, made and entered into this _____ day of _____________, 2017, between THE RING WORKSPACES, LLC, a Florida limited liability company, hereinafter referred to as “Mortgagor”, whose mailing address is: 331 Cleveland Street #2502, Clearwater, Florida 33755, and COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes, hereinafter referred to as “Mortgagee”, whose mailing address is: 112 S. Osceola Avenue, Clearwater, FL 33756, W I T N E S S E T H: WHEREAS, Mortgagor and Mortgagee entered into that certain Development Agreement dated ___________________, 2017, [the “Agreement”], a memorandum of which Agreement is to be recorded simultaneously herewith, wherein it is agreed that the Mortgagor has certain development obligations as to that certain land situate in Pinellas County, Florida, as described in Exhibit “A” attached hereto; and WHEREAS, until the Termination Date or Expiration Date of the Agreement, it is the intention by virtue of this Mortgage to secure the full performance by the Mortgagor, in accordance with the said Agreement and proper application of all credits and fees applicable or payable from Mortgagee to Mortgagor under said Agreement in the amount of Six Hundred Thousand and 00/100 dollars ($600,000.00); it is NOW, THEREFORE, to secure the performance and observance by Mortgagor of all covenants and conditions in the Agreement and in this Mortgage and in all other instruments securing the Agreement, and in order to charge the properties, interest and rights hereinafter described with such payment, performance and observance and for and in consideration of the sum of One Dollar ($1.00) paid by Mortgagee to Mortgagor this date, and for other valuable considerations as provided in the Agreement, the receipt of which is acknowledged, Mortgagor does hereby grant, bargain, sell, alien, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, deliver, set over, warrant and confirm unto Mortgagee, its successors and assigns forever, the property described in Exhibit “A” attached hereto and made a part hereof by reference and situated in Pinellas County, Florida. TOGETHER with all buildings, structures and improvements of every nature whatsoever now or hereafter situated on the land, and all fixtures, machinery, appliances, equipment, furniture, and personal property of every nature whatsoever now or hereafter owned by EXHIBIT “C” [GM17-9311-025/209183/1] 2 Mortgagor and located in or on, or attached to, or used or intended to be used in connection with or without the operation of, the land, buildings, structures or other improvements, and owned by Mortgagor, including all extensions, additions, improvements, betterments, renewals, substitutions, and replacements to any of the foregoing and all of the right, title and interest of mortgagor in and to any such personal property or fixtures. TOGETHER with all easements, rights of way, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all tenements, hereditaments and appurtenances whatsoever, in any way belonging, relating or appertaining to any of the property hereinabove described, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Mortgagor, and the reversion and rever- sions, remainder and remainders, and all the estate, right, title, interest, property, possession, claim and demand whatsoever, at law as well as in equity, of Mortgagor of, in and to the same. TOGETHER with all rents, royalties, issues, profits, revenue, income and other benefits from the property described herein, to be applied against the indebtedness and other sums secured hereby, provided, however, that permission is hereby given to Mortgagor so long as no default has occurred hereunder, to collect, receive, take, use and enjoy such rents, royalties, issues, profits, revenue, income and other benefits as they become due and payable, but not in advance thereof. The foregoing assignment shall be fully operative without any further action on the part of either party and specifically Mortgagee shall be entitled, at its option, upon the occurrence of a default hereunder, to all rents, royalties, issues, profits, revenue, income, and other benefits from the property whether or not Mortgagee takes possession of the property. Upon any such default hereunder, the permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, revenue, income and other benefits from the property shall termi- nate and such permission shall not be reinstated upon a cure of the default without Mortgagee’s specific consent. Neither the exercise of any rights under this paragraph by Mortgagee nor the application of any such rents, royalties, issues, profits, revenue, income or other benefits to the indebtedness and other sums secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. TOGETHER with a security interest in all articles of personal property and all materials delivered to the property described herein for use in any construction being conducted thereon, and owned by Mortgagor, and all contract rights, general intangibles, actions and rights in action, including all rights to insurance proceeds, and all proceeds, products, replacements, additions, substitutions, renewals and accessions of any of the foregoing. This Mortgage is a self-operative security agreement with respect to such property, but Mortgagor agrees to execute and deliver on demand such other security agreements, financing statements and other instruments as Mortgagee may request in order to perfect its security interest or to impose the lien hereof more specifically upon any of such property. Mortgagee shall have all the rights and remedies in addition to those specified herein of a secured party under the Uniform Commercial Code of Florida. ALL OF WHICH real and personal property, rights and intangibles are herein referred to as the “Mortgaged Property”. EXHIBIT “C” [GM17-9311-025/209183/1] 3 TO HAVE AND TO HOLD the Mortgaged Property and all parts thereof unto Mortgagee, its successors and assigns, to its own property use and benefit forever, subject, however, to the terms and conditions herein. PROVIDED ALWAYS, that if all obligations are timely performed and the warranties and conditions of this Mortgage are complied with, this Mortgage shall be null and void, and so long as Mortgagor is not in default under the Agreement, it shall be entitled to the full benefit of its contract rights under said Agreement. Mortgagor covenants and agrees with Mortgagee as follows: ARTICLE ONE COVENANTS OF MORTGAGOR 1.01 Performance of Agreement, Mortgage. Mortgagor shall perform, observe and comply with all provisions hereof, of the Agreement and of every other instrument securing the Agreement. 1.02 Warranty of Title. Mortgagor covenants and warrants that it is seized of an indefeasible estate in fee simple in the real property hereby mortgaged, has good and absolute title to all existing personal property hereby mortgaged or made subject to the security interest hereby created and has good right, full power and lawful authority to convey, mortgage and encumber the same as provided herein; that Mortgagee may at all times peaceably and quietly enter upon, hold, occupy and enjoy the real property hereby mortgaged and every part thereof; that the real property and all existing personal property hereby mortgaged or made subject to the security interest hereby created is free and clear of all liens, security interests, charges and encumbrances whatsoever, except for easements of record and the lien for property taxes not yet due and payable and any mortgage described in Section 3.01 below. Mortgagor shall and will make such further assurances to perfect Mortgagee’s fee simple title to the real property hereby mortgaged, and the title to the personal property hereby mortgaged or made subject to the securi- ty interest hereby created as may reasonably be required. Except as herein provided, Mortgagor fully warrants the title to the real property and all existing personal property hereby mortgaged or made subject to the security interest hereby created, and every part hereof, and will forever defend the same against the claims of all persons whomsoever. 1.03 Taxes and Liens. A.Mortgagor shall pay promptly, when and as due, and shall promptly exhibit to Mortgagee receipts for the payment of, all taxes, assessments, rates, dues, charges, fees, levies, fines, impositions, liens, liabilities, obligations and encumbrances of every kind whatsoever now or hereafter imposed, levied or assessed upon or against the Mortgaged Property or any part thereof, and any charge which, if unpaid, would become a lien or charge upon the Mortgaged Property prior to or equal to the lien of this mortgage, before they become delinquent and before any interest attaches or any penalty is incurred. B.Mortgagor shall not permit or suffer any mechanics’, laborers’, materialmen’s, statutory or other lien which might or could be prior or equal to the lien of this Mortgage to be created or to remain a lien upon any of the Mortgaged Property. EXHIBIT “C” [GM17-9311-025/209183/1] 4 1.04 Insurance. A.Mortgagor shall at its sole expense obtain for, deliver to and maintain for the benefit of Mortgagee, during the life of this Mortgage, insurance policies in such amounts as Mortgagee may require, insuring the Mortgaged Property against fire, flood, extended coverage, and such other insurable hazards, casualties, contingencies and public liability insurance, as Mortgagee may require, and shall pay promptly, when due, any premiums on such insurance policies and on any renewals thereof. The form of such policies and the companies issuing them shall be acceptable to Mortgagee. All such policies and renewals thereof shall be held by Mortgagee and shall contain a non-contributory mortgagee endorsement making losses payable to Mortgagee subject to the rights of any mortgagee described in Section 3.01 below. The coverage under such policies shall be limited to the improvements now or hereafter located on the Mortgaged Property. At least fifteen (15) days prior to the expiration date of all such policies, renewals thereof satisfactory to Mortgagee shall be delivered to Mortgagee, Mortgagor shall deliver to Mortgagee receipts evidencing the payment of all premiums on such insurance policies and renewals. Delivery of the insurance policies and renewals thereof shall constitute an assignment to Mortgagee, as further security, of all unearned premiums. In the event of loss, Mortgagor will give immediate written notice to Mortgagee and Mortgagee may make proof of loss if not made promptly by Mortgagor. In the event of the foreclosure of this Mortgage or any other transfer of title to the Mortgaged Property in extinguishment of the indebtedness and other sums secured hereby, all right, title and interest of Mortgagor in and to all insurance policies and renewals thereof then in force shall pass to the purchaser or grantee. B.Mortgagor hereby assigns to Mortgagee all proceeds from any insurance policies, and Mortgagee is hereby authorized and empowered, at its option, to adjust or compromise any loss under any insurance policies on the Mortgaged Property, and to collect and receive the proceeds from any such policy or policies. Each insurance company is hereby authorized and directed to make payment for all such losses directly to Mortgagee alone, and not to Mortgagor and Mortgagee jointly. After deducting from such insurance proceeds any expenses incurred by Mortgagee in the collection or handling of such funds, Mortgagee may apply the net proceeds, at its option, either toward restoring the improvements or as a credit on any portion of the indebtedness and other sums secured hereby, whether then matured or to mature in the future, or at the option of Mortgagee such sums either wholly or in part may be paid over to the Mortgagor to be used to repair such improvements or to build new improvements in their place or for any other purpose or object satisfactory to Mortgagee, without affecting the lien of this Mortgage for the full amount secured hereby before such payment took place. Mortgagee shall not be responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure. Notwithstanding anything in the foregoing to the contrary, the rights of Mortgagee under this Subsection B shall be subject and subordinate to the rights of any mortgagee described in Section 3.01 below. C.Mortgagor shall at its sole expense obtain for, deliver to and maintain for the benefit of Mortgagee, during the life of this Mortgage, liability insurance policies relating to the Mortgaged Property, in such amounts, with such companies and in such form as may be required by Mortgagee. Mortgagee may require such policies to contain an endorsement, in form satis- factory to Mortgagee, naming Mortgagee as an additional insured thereunder. Mortgagor shall pay promptly, when due, any premiums on such insurance policies and renewals thereof. EXHIBIT “C” [GM17-9311-025/209183/1] 5 D.In the event of a foreclosure of this Mortgage, the purchaser of the Mortgaged Property shall succeed to all the rights of Mortgagor, including any right to unearned premiums, in and to all policies of insurance assigned and delivered to Mortgagee, with respect to all property herein encumbered. E.Subject to the rights of any mortgagee described in Section 3.01 below, Mortgagee may, at its option, direct the payment of the insurance proceeds into an escrow account at a bank, title insurance company or law firm designated by Mortgagee to be held for the benefit of the Mortgagor and Mortgagee during the re-building of the Mortgaged Property and shall be released by Mortgagee upon the approval of the inspecting architect or engineer that the Mortgaged Property has been restored to the condition it was prior to the loss. In the event additional financing is necessary to meet the requirements of any general contract which might be used to effect such reconstruction, then the Mortgagor shall place said additional funds into the escrow account. 1.05 INTENTIONALLY DELETED. 1.06 Condemnation. If all or a material part (which determination shall be made by Mortgagee in its sole and absolute discretion) of the Mortgaged Property shall be damaged or taken through condemnation (which term when used herein shall include any damage or taking by any governmental authority or any other authority authorized by the laws of the State of Florida or the United States of America to so damage or take, and any transfer by private sale in lieu thereof), either temporarily or permanently, at the option of Mortgagee, Mortgagor shall be deemed in default hereunder. Mortgagee shall be entitled to all compensation awards, damages, claims, rights of action and proceeds of, or on account of, any damage or taking through condemnation and is hereby authorized, at its option, to commence, appear in and prosecute, in its own or Mortgagor’s name, any action or proceeding relating to any condemnation, and to settle or compromise any claim in connection therewith. All such compensation awards, damages, claims, rights of action and proceeds, and any other payments or relief, and the right thereto, are hereby assigned by Mortgagor to Mortgagee, which, after deducting therefrom all its expenses, including, without limitation, attorneys’ fees, may release any monies so received by it without affecting the lien of this Mortgage or may apply the same, in such manner as Mortgagee shall determine, to the reduction of the sums secured hereby and to any prepayment charge provided in the Agreement, this Mortgage or other instrument securing the Agreement. Any balance of such monies then remaining shall be paid to Mortgagor. Mortgagor agrees to execute such further assignments of any compensation, awards, damages, claims, rights of action and proceeds as Mortgagee may require. Notwithstanding anything in the foregoing to the contrary, the rights of the Mortgagee under this Section 1.06 shall be subject and subordinate to the rights of any mortgagee described in Section 3.01 below. 1.07 Care of Property. A.Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. Except as contemplated and permitted elsewhere in this mortgage, Mortgagor shall not remove, demolish, alter or change the use of any structure or other improvement presently or hereafter on that portion of the Mortgaged Property described as the Project in the Agreement without the prior written consent of Mortgagee, nor permit, commit or suffer any waste, EXHIBIT “C” [GM17-9311-025/209183/1] 6 impairment or deterioration of the Mortgaged Property or of any part thereof, and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof. B.Mortgagee may enter upon and inspect the Mortgaged Property at any reasonable time during the life of this Mortgage. C.Mortgagor will promptly comply with all present and future laws, ordinances, rules and regulations of any governmental authority affecting the Mortgaged Property or any part thereof. 1.08 Transfer of Property Title. If all or any part of the Mortgaged Property or any interest therein is sold or transferred by Mortgagor without Mortgagee’s prior written consent, which shall not be unreasonably withheld excluding (a) the creation of a lien or encumbrance subordinate to this mortgage, (b) the creation of a purchase money security interest for appliances, fixtures or equipment, (c) a transfer by devise, descent or by operation of law upon the death of a joint tenant, (d) the grant of any leasehold interest of twenty (20) years or less not containing an option to purchase. Mortgagee may, at Mortgagee’s option, declare a default hereunder. Mortgagee shall have waived such option to accelerate if, prior to the sale or transfer, Mortgagee and the person to whom the mortgaged property is to be sold or transferred reach agreement in writing that the credit of such person is satisfactory to Mortgagee and that the interest payment on the sums secured by this mortgage shall be at such rate as Mortgagee shall request. 1.09 Further Assurances. At any time and from time to time, upon Mortgagee’s request, Mortgagor shall make, execute and deliver or cause to be made, executed and delivered to Mortgagee any and all such further mortgages, instruments of further assurance, certificates, updated financial statements and secure financial information and any other documents as Mortgagee may consider necessary or desirable in order to effectuate, complete or perfect, or to continue and preserve the obligations of Mortgagor under the Agreement and this Mortgage, and the lien of this Mortgage as a valid and existing lien upon all of the Mortgaged Property, whether now owned or hereafter acquired by Mortgagor. Upon any failure by Mortgagor to do so, Mortgagee may make, execute, record, file, re-record or refile any and all such mortgages, instruments, certificates and documents for and in the name of Mortgagor, and Mortgagor hereby irrevocably appoints Mortgagee the agent and attorney-in-fact of Mortgagor to do so. Mortgagor shall promptly deliver to Mortgagee receipts showing payment in full of all of the above items which are not paid from the escrow account, if any, herein established. 1.10 INTENTIONALLY DELETED 1.11 After Acquired Property. The lien of this Mortgage will automatically attach, without further act, to all after acquired property located in or on, or attached to, or used or intended to be used in connection with or with the operation of, the Mortgaged Property or any part thereof. 1.12 Expenses. Mortgagor shall pay or reimburse Mortgagee for all costs, charges and expenses, including reasonable attorneys’ fees and disbursements and costs incurred or paid by EXHIBIT “C” [GM17-9311-025/209183/1] 7 Mortgagee in any threatened, pending or completed action, proceeding or dispute in which Mortgagee is or might be made a party or appears as a party plaintiff or party defendant and which affects or might affect the Agreement, this Mortgage or any other instrument securing the Agreement, or the Mortgaged Property or any part thereof, or the interests of Mortgagor or Mortgagee therein, including but not limited to the foreclosure of this Mortgage, condemnation involving all or part of the Mortgaged Property or any action to protect the security hereof, including all appellate proceedings in connection with or arising out of any of the foregoing. All costs, charges and expenses so incurred or paid by Mortgagee shall become due and payable immediately, whether or not there be notice, demand, attempt to collect or suit pending. The amounts so incurred or paid by Mortgagee, together with interest thereon at the Default Rate as hereinafter defined from the date incurred until paid by Mortgagor, shall be secured by the lien of this mortgage. 1.13 Performance of Defaults. If Mortgagor defaults in the payment of any tax, assessment, encumbrance or other imposition, in its obligation to furnish insurance hereunder or in the performance or observation of any other covenant, condition or term in this Mortgage or in any other instrument securing the Agreement, Mortgagee may at its option perform, correct or observe the same, and all payments made (whether such payments are regular or accelerated payments) and costs and expenses incurred or paid by Mortgagee in connection therewith shall become due and payable immediately, whether or not there be notice or demand. The amounts so incurred or paid by Mortgagee, together with interest thereon at the Default Rate as hereinafter defined from the date incurred until paid by Mortgagor, shall be secured by the lien of this Mortgage. Nothing contained herein shall be construed as requiring Mortgagee to advance or expend monies for any purpose mentioned in this paragraph, or for any other purpose. Mortgagee is hereby empowered to enter and to authorize others to enter upon the Mortgaged Property or any part thereof for the purpose of performing or observing any such defaulted covenant, condition or term, without thereby becoming liable to Mortgagor or any person in possession holding under Mortgagor. 1.14 Estoppel Affidavits. Either Mortgagor or Mortgagee within ten (10) days after written request from the other shall furnish a written statement, duly acknowledged, setting forth the ongoing or unmet obligations under the Agreement, and any other unpaid sums secured hereby, and whether or not any offsets or defenses exist. ARTICLE TWO DEFAULTS 2.01 Event of Default. The term default, wherever used in this Mortgage, shall mean any one or more of the following events: A.Breach of or failure by Mortgagor to duly keep, perform and observe any other covenant, condition or agreement in the Agreement, this Mortgage, any other instrument securing the Agreement or any other instrument collateral to the Agreement or executed in connection with the sums secured hereby. B.If the Mortgagor at any time shall: (i) file a voluntary petition in bankruptcy, or (ii) be adjudicated as bankrupt or insolvent, or (iii) seek or consent to or acquiesce in the appoint- EXHIBIT “C” [GM17-9311-025/209183/1] 8 ment of a trustee, receiver, master or liquidator of all or any substantial part of the Mortgaged Property or of any or all of the rents, revenues, issues, earnings, profits or income thereof; or (iv) make any general assignment for the benefit of creditors; or make an admission in writing of its inability to pay its debts generally as they become due; or (v) if a court of competent jurisdiction enters an order, judgment or decree approving a petition filed against Mortgagor seeking any arrangement, composition, readjustment, liquidation, or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors. C.Material breach of any warranty or material untruth of any representation of Mortgagor contained in the Agreement, this Mortgage or any other instrument securing the Agreement. D.Should foreclosure proceedings (whether judicial or otherwise) be instituted on any mortgage or any junior lien of any kind secured by any portion of the Mortgaged Property, and not be terminated within forty-five (45) days. E.Should Mortgagor default in any other loan from Mortgagee to Mortgagor. F.Except for sale of portions of the Mortgaged Property made in the ordinary course of business for which a partial release or consent is obtained, should Mortgagor encumber, sell or otherwise dispose of the Mortgaged Property, or any part or interest thereof, without the consent in writing of the Mortgagee, which shall not be unreasonably withheld. 2.02 Mortgagee’s Power of Enforcement. If an event of default shall have occurred, Mortgagee may, either with or without entry or taking possession as hereinabove provided or otherwise, proceed by suit or suits at law or in equity or by any other appropriate proceeding or remedy; (a) to enforce the Agreement or the performance of any term hereof or any other right; (b) to foreclose this Mortgage and to sell, as an entirety or in separate lots or parcels, the Mortgaged Property, under the judgment or decree of a court or courts of competent jurisdiction; or (c) to pursue any other remedy available to it. Mortgagee may take action either by such proceedings or by the exercise of its powers with respect to entry or taking possession, or both, as the Mortgagee may determine. 2.03 Receiver. If an event of default shall have occurred, Mortgagee, to the extent permitted by law and without regard to the value or occupancy of the security, shall be entitled as a matter of right if it so elects to the appointment of a receiver to enter upon and take possession of the Mortgaged Property and to collect all rents, revenues, issues, income, products and profits thereof and apply the same as the court may direct. The receiver shall have all rights and powers permitted under the laws of the State of Florida and such other powers as the court making such appointment shall confer. The expenses, including receiver’s fees, attorney’s fees, costs and agent’s compensation, incurred pursuant to the powers herein contained shall be secured by this Mortgage. The right to enter and take possession of and to manage and operate the Mortgaged Property, and to collect the rents, issues and profits thereof, whether by a receiver or otherwise, shall be cumulative to any other right or remedy hereunder or afforded by law, and may be exercised concurrently therewith or independently thereof. Mortgagee shall be liable to account only for such rents, issues and profits as are actually received by Mortgagee. EXHIBIT “C” [GM17-9311-025/209183/1] 9 2.04 INTENTIONALLY DELETED 2.05 Delay or Omission No Waiver. No delay or omission of Mortgagee or any holder or the Agreement to exercise any right, power or remedy accruing upon any event of default shall exhaust any such event of default or to constitute acquiescence therein. Every right, power and remedy given to Mortgagee may be exercised from time to time and as often as may be deemed expedient by Mortgagee. 2.06 No Waiver of One Default to Affect Another. No waiver of any event of default hereunder shall extend to or affect any subsequent or any other event of default then existing, or impair any rights, powers or remedies consequent thereon. If Mortgagee (a) grants forbearance or an extension of time for performance secured hereby; (b) takes other or additional security for the performance thereof; (c) waives or does not exercise any right granted in the Agreement, this Mortgage or any other instrument securing the Agreement; (d) releases any part of the Mortgaged Property from the lien of this Mortgage or any other instrument securing the Agreement; (e) consents to the filing of any declaration of condominium, map, plat or replat of the land; or (f) makes or consents to any agreement changing the terms of this Mortgage or subordinating the lien or any charge hereof, no such act or omission shall release, discharge, modify, change or affect the original liability under the Agreement, this Mortgage, or otherwise of Mortgagor, or any subsequent purchaser of the Mortgaged Property or any part thereof or any maker, co-signer, endorser, surety or guarantor. No such act or omission shall preclude Mortgagee from exercising any right, power or privilege herein granted or intended to be granted in case of any event of default then existing or of any subsequent event of default nor, except as otherwise expressly provided in an instrument or instruments executed by Mortgagee, shall the lien of this Mortgage be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any part of the Mortgaged Property, Mortgagee, without notice to any person, firm or corporation, is hereby authorized and empowered to deal with any such vendee or transferee with reference to the Mortgaged Property or the indebtedness secured hereby, or with reference to any of the terms or conditions hereof, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any of the liabili- ties or undertakings hereunder of the original Mortgagor. 2.07 Cumulative. No right, power or remedy conferred upon or reserved to Mortgagee by the Agreement, this mortgage or any other instrument securing the Agreement is exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or under the Agreement or any other instrument securing the Agreement, or now or hereafter existing at law, in equity or by statute. 2.08 Default Rate. Any advancements made by and expenses incurred by Mortgagee, shall bear interest from the due date or the date of advancement or payment by Mortgagee at the highest contract rate of interest permitted to be charged under the laws of the State of Florida, which rate is herein referred to as the "Default Rate". 2.09 JURY WAIVER EXHIBIT “C” [GM17-9311-025/209183/1] 10 NOW, SHOULD IT BECOME NECESSARY TO ENFORCE THE AGREEMENT THROUGH AN ATTORNEY, ANY OF US, WHETHER MAKER, SURETY, OR ENDORSER ON THIS AGREEMENT, HEREBY AGREES TO PAY ALL COSTS OF COLLECTION, INCLUDING A REASONABLE ATTORNEYS’ FEE, AND INCLUDING ANY ATTORNEYS’ FEES INCURRED BY ANY APPEAL. THE UNDERSIGNED JOINTLY AND SEVERALLY DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR MORTGAGEE ACCEPTING THIS AGREEMENT. ARTICLE THREE SUBORDINATION 3.01 Subordination of Easement Rights. Provided that Mortgagor is not in default hereunder, Mortgagee agrees to subordinate the lien of this Mortgage to the rights of the holders of any easement hereafter granted by Mortgagor which may reasonably be required to furnish to the Mortgaged Property utilities such as, but not limited to, water, electricity, sanitary and storm sewers, gas and telephone. ARTICLE FOUR HAZARDOUS SUBSTANCE 4.01 Mortgagor hereby represents that neither Mortgagor nor, to Mortgagor’s knowledge, any other person has ever used the Mortgaged Property as a storage facility for any “Hazardous Substance” other than gasoline or motor oil (to the extent same may be Hazardous Substances) used in the ordinary course of Mortgagor’s business. Mortgagor hereby agrees to indemnify Mortgagee and hold Mortgagee harmless from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees, costs of any settlement or judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, Mortgagee by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, dis- charging or release from the premises of any Hazardous Substance (including, without limitation, any losses, liabilities, including strict liability, substances or standards of conduct concerning any Hazardous Substance), regardless of whether within the control of Mortgagee, so long as the act or omission in question occurs prior to the sale of the premises and complete dispossession of Mortgagor thereunder. For purposes of this instrument, “Hazardous Substances” shall mean and include those elements or compounds which are contained in the list of hazardous substances adopted by the United States Environmental Protection Agency (EPA) and the list of toxic pollutants designated by Congress or the EPA or defined by any other Federal, state or local statute, law, ordinance, EXHIBIT “C” [GM17-9311-025/209183/1] 11 code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material as now or at any time hereafter in effect. If Mortgagor receives any notice of (i) the happening of any material event involving the spill, release, leak, seepage, discharge or cleanup of any Hazardous Substance on the premises or in connection with Mortgagor’s operations thereon or, (ii) any complaint, order, citation or material notice with regard to air emissions, water discharges, or any other environmental, health or safety matter affecting Mortgagor (an “Environmental Complaint”) from any person or entity (including, without limitation, the EPA), then Mortgagor shall immediately notify Mortgagee orally and in writing of said notice. Mortgagee shall have the right, but not the obligation, and without limitation of Mortgagee’s rights under this instrument, to enter onto the Mortgaged Property or to take such other actions as it deems necessary or advisable to clean up, remove, resolve or minimize the impact of, or otherwise deal with, any such Hazardous Substance or Environmental Complaint following receipt of any notice from any person or entity (including, without limitation, the EPA) asserting the existence of any Hazardous Substance or an Environmental Complaint pertaining to the Mortgaged Property or any part thereof which, if true, could result in an order, suit or other action against Mortgagor and/or which, in the sole opinion of Mortgagee, could jeopardize its security under this instrument. All reasonable costs and expenses incurred by Mortgagee in the exercise of any such rights shall be secured by this instrument and shall be payable by Mortgagor upon demand. Mortgagee shall have the right, in its reasonable discretion, to require Mortgagor to periodically (but not more frequently than annually unless an Environmental Complaint is then outstanding) perform (at Mortgagor’s expense) an environmental audit and, if deemed necessary by Mortgagee, an environmental risk assessment, each of which must be satisfactory to Mortgagee, of the Mortgaged Property, hazardous waste management practices and/or hazardous waste disposal sites used by Mortgagor. Said audit and/or risk assessment must be by an environmental consultant satisfactory to Mortgagee. If the environmental audit or environmental risk assessment reveals no recognized environmental concerns, Mortgagee shall be solely liable for the cost of said audit or assessment and shall reimburse Mortgagor for said cost upon demand. Should Mortgagor fail to perform said environmental audit or risk assessment within thirty (30) days of the Mortgagee’s written request, Mortgagee shall have the right, but not the obligation, to retain an environmental consultant to perform said environmental audit or risk assessment. All costs and expenses incurred by Mortgagee in the exercise of such rights shall be secured by this instrument and shall be payable by Mortgagor upon demand. Any breach of any warranty, representation or agreement contained in this section shall be an event of default hereunder and shall entitle Mortgagee to exercise any and all remedies provided in this instrument, or otherwise permitted by law. EXHIBIT “C” [GM17-9311-025/209183/1] 12 ARTICLE FIVE MISCELLANEOUS PROVISIONS 5.01 Successors and Assigns Included in Parties. Whenever one of the parties hereto is named or referred to herein, the successors and assigns of such party shall be included and all covenants and agreements contained in this Mortgage, by or on behalf of Mortgagor or Mortgagee, shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. 5.02 Headings. The headings of the articles, sections, paragraphs and subdivision of this Mortgage are for convenience of reference only, are not to be considered a part hereof, and shall not limit or expand or otherwise affect any of the terms hereof. 5.03 Invalid Provisions to Affect no Others. In the event that any of the covenants, agreements, terms or provisions contained in the Agreement, this Mortgage or any other instrument securing the Agreement shall be invalid, illegal or unenforceable in any respect, the validity of the remaining covenants, agreements, terms or provisions contained herein and in the Agreement and any other instrument securing the Agreement shall be in no way affected, prejudiced or disturbed thereby. 5.04 Changes. Neither this Mortgage nor any term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any agreement hereafter made by Mortgagor and Mortgagee relating to this Mortgage shall be superior to the rights of the holder of any intervening lien or encumbrance. 5.05 Governing Law. This Mortgage is made by Mortgagor and accepted by Mortgagee with reference to the laws of the State of Florida and shall be construed, interpreted, enforced and governed by and in accordance with such law. 5.06 INTENTIONALLY DELETED. 5.07 Mortgagor as Lessor. Mortgagor shall faithfully perform the covenants of Mortgagor as lessor under any present and future leases, affecting all or any portion of the Mortgaged Property, and neither do nor neglect to do, nor permit to be done, anything which may cause the termination of said leases, or any of them, or which may diminish or impair their value, or the rents provided for therein, or the interest of Mortgagor or Mortgagee therein or thereunder. 5.08 INTENTIONALLY DELETED. 5.09 Waiver of Homestead Exemption; Time of Essence. Each individual Mortgagor, for himself and family, hereby waives and renounces all homestead exemption rights provided for by the Constitution and Laws of the United States and of the State of Florida in and to the Mortgaged Property as against the collection of the secured indebtedness, or any part thereof; and Mortgagor agrees that where, by the terms of the conveyance or the Agreement secured hereby, a day is named or a time fixed for the payment of any sum of money or the performance EXHIBIT “C” [GM17-9311-025/209183/1] 13 of any agreement, the time stated enters into the consideration and is of the essence of the whole contract. 5.10 Prior Liens. Except for any mortgage or easement described in Sections 3.01 and 3.02 of this Mortgage, Mortgagor shall keep the Mortgaged Property free from all other prior liens and, upon demand of Mortgagee, pay and procure release of any such other lien which in any way may impair the security of this Mortgage. 5.11 Mortgagor’s Duty to Defend. Mortgagor will defend, at its own cost and expense, and indemnify and hold Mortgagee harmless from, any action, proceeding or claim affecting the Mortgaged Property, the Agreement or any other loan document. Costs and expenses will include all reasonable attorney’s fees. If Mortgagor neglects or refuses to act pursuant to this paragraph, Mortgagee, at its option (whether electing to declare the entire secured indebtedness due and collectible or not, or to pursue other remedies for an event of default), may pay for all reasonable attorney’s fees, costs and expenses incurred in any such action. All such payments, bearing interest thereon from the time of default as determined by prime rate, plus 100 basis points, as quoted in the Wall Street Journal, as of the effective day of any default and shall accrue at that rate, from time to time, as of the date of default, shall be deemed a part of the secured indebtedness and shall be immediately due and payable by Mortgagor to Mortgagee. 5.12 Compliance with Law. The Mortgagor warrants and represents the Mortgagor has complied, and shall hereafter comply, with all valid laws, rules, ordinances and regulations of the federal, state and local government, and all agencies and subdivisions thereof which laws rules, ordinances and regulations apply or relate to the Mortgaged Property, the development, construction and improvements existing or contemplated thereon or as a part thereof, and the sale or other disposition of the Mortgaged Property, or parts thereof, or the improvements now or hereafter located thereon or a part thereof, including, but not limited to, all such laws, rules, ordinances, and regulations regarding land use, zoning, building, subdivision, environment, OSHA, pollution and sales practices. 5.13 Construction. This Mortgage and all related loan documents, including but not limited to the Agreement, shall not be construed more strongly against any party regardless of who was more responsible for its preparation. 5.14 Addresses for Notices. A.Any notice, report, demand or other instrument authorized or required to be given or furnished under this Mortgage to Mortgagor or Mortgagee shall be deemed given or furnished when addressed to the party intended to receive the same, at the address of such party on the first page hereof, and delivered at such address by personal delivery, national overnight courier company, or when mailed by first class U.S. Mail, postage prepaid and deposited into the U.S. Mail, being deemed the delivery of notice, or when given by facsimile transmission or via e- mail, as follows: To Mortgagor:Attn: Daniels Ikajevs The Ring Workspaces, LLC EXHIBIT “C” [GM17-9311-025/209183/1] 14 331 Cleveland Street #2502 Clearwater, FL 33755 To Mortgagee:Attn: City Attorney City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 FAX # (727) 562-4021 B.Either party may change the address to which any such notice, report, demand or other instrument is to be delivered or mailed, by furnishing written notice of such change to the other party, but no such notice of change shall be effective unless and until received by such other party. 5.15 Termination of Agreement. This Performance Mortgage shall not be affected by termination of the Agreement, to the extent that the CRA (Mortgagee) has expended funds or is obligated to expend funds for which Mortgagor is liable to reimburse Mortgagee pursuant to the Agreement and all obligations under this Performance Mortgage shall survive until Mortgagee has satisfied its liabilities and fulfilled its obligations to Mortgagee under the Agreement. 5.16 Mortgagee’s Satisfaction of Mortgage. Notwithstanding anything to the contrary elsewhere contained in this Mortgage, if during the term of this Mortgage, Mortgagor seeks to sell the Mortgaged Property and the Purchaser of the Mortgaged Property requires that this Mortgage be satisfied as a condition to its closing of said sale or re-financing, then in such event, Mortgagee shall furnish a written satisfaction of this Mortgage in recordable form upon (a) Mortgagor’s presentation of reasonable evidence that one of the foregoing events has occurred and (b) Mortgagor’s payment to Mortgagee of an amount equal to the sum which would be due Mortgagee if Mortgagor had failed to comply with the provisions of Section 6.02 of the Agreement as of the date of the closing of any such sale or re-financing. 5.17 Substitution of Collateral.Mortgagor shall be permitted to substitute other collateral reasonably satisfactory to Mortgagee; provided, however, Mortgagor shall, at all times during the term of this Mortgage, be required to dedicate no less than 60 parking spaces in a parking location approved by the Mortgagee in its sole discretion for the benefit of “The Ring” Project. 5.18 Repayment by Mortgagor. The obligations secured by this Mortgage are subject to repayment by Mortgagor if Mortgagor fails to maintain the property as co-working facilities for a period of five years. If at any time during the first five years following the issuance of certificate of completion, as set forth in that certain Development Agreement of even date herewith, the project fails to be operated as co-working facilities, Mortgagor shall repay to Mortgagee the amounts paid to Mortgagor under said Development Agreement. The amount to be repaid by Mortgagor shall be reduced by 20% for each year the co-working facility is open and operating as provided in substantial compliance with said Development Agreement . EXHIBIT “C” [GM17-9311-025/209183/1] 15 NO DOCUMENTARY STAMP TAXES OR INTANGIBLE PERSONAL PROPERTY TAXES ARE DUE ON THIS MORTGAGE BECAUSE IT SECURES THE PERFORMANCE OF AN OBLIGATION, NOT THE PAYMENT OF MONEY. IN WITNESS WHEREOF, the Mortgagor has made, executed, sealed and delivered this Mortgage, the day and year first above written. Signed, sealed and delivered in the presence of: THE RING WORKSPACES, LLC ___________________________________By: Print Name__________________________ Daniels Ikajevs, Managing Member ___________________________________ Print Name__________________________ STATE OF FLORIDA COUNTY OF PINELLAS I HEREBY CERTIFY, that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, by Daniels Ikajevs, as managing member of The Ring Workspaces, LLC, known to be the individual described in, or who produced __________________ as identification, and who executed the foregoing instrument, and acknowledged before me that he executed the same as his free act and deed for the purposes therein expressed. WITNESS my hand and official seal at _____________________, said County and State, this ______ day of ________________, 2017. Notary Public Print Name _________________________ My Commission Expires: EXHIBIT “C” [GM17-9311-025/209183/1] 16 EXHIBIT “A” LEGAL DESCRIPTION That property situated in the City of Clearwater, County of Pinellas, State of Florida, and described as follows: Lots 13 through 18, inclusive, of Block 18, GOULD & EWING’S 2ND ADDITION TO CLEARWATER HARBOR, FLORIDA, as per map or plat thereof recorded in Plat Book 1, Page 52, of the Official Records of Hillsborough County, Florida, of which Pinellas County was formerly a part. LESS AND EXCEPT that portion of the above described parcel conveyed to the City of Clearwater, Florida, a municipal corporation, by Warranty Deed recorded in Official Records Book 4151, Page 691, of the Official Records of Pinellas County, Florida. Address: 630 Laura Street, Clearwater, FL 33755 Pinellas County Tax Parcel No. 16-29-15-32292-018-0130 [GM17-9311-025/211254/1] CITY OF CLEARWATER COMMUNITY REDEVELOPMENT AGENCYPROMISSORY NOTE THIS AGREEMENT, entered into this _____ day of _____________, 2017, by and between the Community Redevelopment Agency of the City of Clearwater, Florida (hereafter "CRA"), whose address is P.O. Box 4748, Clearwater, Florida 33758-4748, a public body corporate and politic of the State of Florida and The Ring Workspaces, LLC, whose address is 331 Cleveland St., #2502, Clearwater, FL 33755 (hereinafter “Borrower”). WITNESSETH WHEREAS, the CRA has committed CRA funds to be applied for redevelopment in the Community Redevelopment Area (CRA Redevelopment Incentive Funding); and WHEREAS, the types of incentives contemplated by this program include other financial incentives to redevelopment and businesses Downtown; and NOW THEREFORE, in consideration of the premises, the mutual covenants, and promises contained herein, and other good and valuable consideration, the Borrower and the CRA agree and covenant each with the other as follows: A. GENERALLY The foregoing recitals are true and correct and are incorporated in and form a part of this Promissory Note. B. BORROWER’S PROMISE TO PAY For value received, the undersigned (“Borrower”) promises to pay the sum of -six hundred thousand dollars ($600,000.00) in U.S. dollars to the order of the lender. The lender is the Community Redevelopment Agency of the City of Clearwater, organized and existing under the laws of the State of Florida and located at 112 S. Osceola Avenue, Clearwater, Florida 33756. C. INTEREST/FOREGIVENESS Funds shall be provided in the form of zero percent (0%) interest loan-to-grant to the Borrower, which, barring a default by the Borrower, the City will forgive at a rate of twenty percent (20%) per year over the five-year loan term so long as Borrower remains a tenant at 600 Cleveland Street and operates “The Ring Workspaces” as provided in the Development Agreement between the CRA and The Ring Workspaces,LLC dated October16th 2017. Borrower acknowledges that CRA is not in privity (a party to) of contract with the [GM17-9311-025/211254/1] Contractor, and shall not be bound by any terms of the Contract, but rather shall only be obligated to disburse the funds provided for hereunder when Work is completed and acceptable as determined by the CRA in its sole discretion. The Project may not be altered, modified, removed or demolished without prior written approval of the CRA. Any of these actions may result in a repayment/reimbursement of the subject funds to the City by the Borrower. D. PAYMENT The Borrower agrees to repay the City the loan balance if he/she fails to perform any of the covenants or agreements contained in the Development Agreement or this Promissory Note. E. DEFAULT BY BORROWER This loan may be terminated in its entirety or disbursement of loan funds may be withheld for the following, which shall constitute a default under this Promissory Note and Development Agreement: (a) defective Work not remedied within ten (10) days of written notice of such defect, (b) failure of the Contractor to make prompt and proper payments to subcontractors, or for labor, materials, or equipment; (c) reasonable evidence that the work cannot be completed for the unpaid balance of the contract sum, (d) failure to complete the project in a timely manner; (e) failure to maintain the improvements, as determined by the CRA in its reasonable discretion, for a period equal to the term of the loan; (f) modification to an approved design plan without the prior written authorization from the CRA. F. MISCELLANEOUS PROVISIONS Execution of this Promissory Note by the Borrower is a representation that the Borrower is competent, familiar with the terms of the Development Agreement, and fully intends to honor the agreement. This Note shall be governed by the laws of the State of Florida, and venue shall be in Pinellas County. Should any section or part of any section of this Promissory Note be rendered void, invalid, or unenforceable by any court of law, for any reason, such a determination shall not render void, invalid, or unenforceable any other section or any part of any section in this Note. This Note is non-assignable by the Borrower. F. COPY RECEIVED [GM17-9311-025/211254/1] 1. Borrower hereby acknowledges receipt of a copy of this instrument. IN WITNESS WHEREOF, the Borrower and the CRA have executed or caused these presents to be executed by its respective authorized representatives to be effective as of the day and year first above written. In the presence of: BORROWER: Borrower Signature Date Witness Date STATE OF FLORIDA ) COUNTY OF PINELLAS ) The foregoing instrument was acknowledged before me this _________ day of ____________, 20___, by ___________________, who is personally known to me or produced ________________________________ as identification. _______________________________ Print/Type Name:_________________ Notary Public [GM17-9311-025/211243/1]GM17-9311-025/211243/1 EXHIBIT D Memorandum of Development AgreementThe Ring Workspaces, LLC 600 Cleveland St. This Memorandum of Development Agreement (“Memorandum”) is made this ___ day of ___________, 2017__, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the “Agency”), whose address is 112 S. Osceola Avenue, Clearwater, FL 33756, and The Ring Workspaces, LLC, a Florida Limited Liability Company ("Developer"), whose address is 331 Cleveland St., #2502, Clearwater, FL 33755. This Certificate pertains to a Development Agreement ( “The Ring Workspaces”) by and between the Agency and the Developer, dated as of ________________, 2017 (the “Development Agreement”), which provides, among other things, for the construction of the The Ring Workspaces Project as same is defined and provided in the Development Agreement. The Development Agreement is incorporated herein and made a part hereof by reference as fully as though it were set forth herein in its entirety. It is the intention of the parties to hereby ratify, approve and confirm the Development Agreement as a matter of public notice and record. Nothing herein shall in any way affect or modify the Development Agreement, nor shall the provisions of this Memorandum be used to interpret the Development Agreement. In the event of conflict between the terms of this document and those contained in the Development Agreement, the terms in theDevelopment Agreement shall control. A copy of the fully-executed Development Agreement is on file with the. City Clerk, City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the ____ day of ____________, 2017. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By:__________________________ George N. Cretekos Chairperson Approved as to form: Attest: ______________________________________________________ Pamela K. Akin Rosemarie CallCity Attorney City Clerk [GM17-9311-025/211243/1]GM17-9311-025/211243/1 Memorandum of Development AgreementThe Ring Workspaces, LLC, 600 Cleveland St. The Ring Workspaces, LLC,a Florida limited liability company Witnesses:BY:____________________________________ _________________________Daniels Ikajevs, its Managing Member _________________________ ATTEST: By:___________________________________Secretary (SEAL) STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of _______________, 20__, by Daniels Ikajevs, Managing Member of The Ring Workspaces, LLC, a Florida limited liability company, on behalf of such limited liability company. They are personally known to me or have produced a valid driver's license as identification. (SEAL) ________________________________ Printed/Typed Name: Notary Public-State of FloridaCommission Number: [GM17-9311-025/210292/1] EXHIBIT E Agreement Expiration Certificate[“The Ring Workspaces, LLC”] This Agreement Expiration Certificate (“Certificate”) is made this _____ day of ___________________, ______, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State, of Florida (the “Agency”), whose address is 112 S. Osceola Avenue, Clearwater, FL 32521, and THE RING WORKSPACES, LLC, a Florida limited liability company ("Developer"), whose address is 331 Cleveland St., #2502, Clearwater, FL 33755. This Certificate pertains to a Development Agreement ( “The Ring Workspaces, LLC”) by and between the Agency and the Developer, dated as of ________________, 200__ (the “Development Agreement”), which provides, among other things, for the construction of “The Ring Workspaces” Project as same is defined and provided in the Development Agreement. The Development Agreement has expired in accordance with its own terms as of _______________, __________, and is no longer of any force or effect, and “The Ring Workspaces, LLC” site is no longer subject to any restriction, limitation, or encumbrance imposed by the Development Agreement. This Certificate has been executed by the parties to the Development Agreement as provided in Section 11.19 thereof and constitutes a conclusive determination of satisfactory completion of all obligations under such Development Agreement and that the Development Agreement has expired. A copy of the fully-executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the _____ DAY OF ___________, 20__. [SIGNATURE PAGES FOLLOW] [GM17-9311-025/210292/1] Agreement Expiration Certificate[“The Ring Workspaces, LLC”] COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By:__________________________George N. CretekosChairperson Approved as to form:Attest: _________________________________________________________Pamela K. Akin Rosemarie Call City Attorney City Clerk THE RING WORKSPACES, LLC, a Florida limited liability company Witnesses:BY:_____________________________________________________________Daniels Ikajevs, its Managing Member _________________________ ATTEST: By:___________________________________ Secretary(SEAL) STATE OF FLORIDACOUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of _______________, 20__, by Daniels Ikajevs, Managing Member of 600 Cleveland, LLC, a Florida limited liability company, on behalf of such limited liability company. They are personally known to me or have produced a valid driver's license as identification. (SEAL)_____________________________Printed/Typed Name: Notary Public-State of FloridaCommission Number: [GM17-9311-025/211163/1]GM17-9311-025/211163/1 EXHIBIT "F" AGREEMENT TERMINATION CERTIFICATE [ “The Ring Workspaces, LLC”] This Agreement Termination Certificate ("Certificate") is made this ___ day of _______________, ____, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), whose address is 112 S. Osceola Avenue, Clearwater, FL 32521, and THE RING WORKSPACES, LLC, a Florida limited liability company (the "Developer"), whose address is 331 Cleveland St., #2502, Clearwater, FL 33755. This Certificate pertains to a Development Agreement (“The Ring Workspaces, LLC”), by and between the Agency and the Developer, dated as of ________________________, 2017 (the "Development Agreement"), which provides, among other things, for the lease of property within a project site as described in Exhibit "A" attached hereto and made a part hereof for the operation and build out of the “The Ring” Project, as same is defined in the Development Agreement. The Development Agreement has terminated in accordance with its own terms as provided in Article 9 thereof as of ________ __, ________, and is no longer of any force or effect except for those provisions which expressly survive termination. This Certificate has been executed by the parties to the Development Agreement as provided in Section 9.06 thereof and constitutes a conclusive determination that the Development Agreement has been terminated, the rights, duties and obligations of the parties hereto have been terminated and released (subject to those surviving provisions) and “The Ring Workspaces, LLC” is no longer subject to any restrictions, limitations or encumbrances imposed by the Development Agreement. A copy of the fully-executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the ___ day of ____________, ____. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By:__________________________George N. CretekosChairperson Approved as to Form:Attest: ________________________________________________________Pamela K. Akin Rosemarie Call City Attorney City Clerk [GM17-9311-025/211163/1]GM17-9311-025/211163/1 AGREEMENT TERMINATION CERTIFICATE[600 Cleveland, LLC “The Ring Workspaces”] THE RING WORKSPACES,LLC., a Florida limited liability company Witnesses: BY:_____________________________________________________________Daniels Ikajevs, its Managing Member _________________________ ATTEST: By:___________________________________ Secretary(SEAL)STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of _______________, 200__, by Daniels Ikajevs, Managing Member of The Ring Workspaces, LLC, a Florida limited liability company, on behalf of such limited liability company. He is personally known to me or has produced a valid driver's license as identification. (SEAL) _____________________________ Printed/Typed Name:Notary Public-State of Florida Commission Number: Business Plan Prepared by: The Ring Workspaces, LLC July, 2017 2 | P a g e CONFIDENTIALITY AND NON-DISCLOSURE This document is for informational purposes only and is not an offering of sale of any securities of the company. Information disclosed herein is proprietary and confidential. By accepting this material, the recipient agrees that they will not utilize information contained herein for any competitive purpose. This document is the property of The Ring and may not be disclosed, distributed, or reproduced without the express written permission of the owner, Daniels Ikajevs. The information presented in this Business Plan was prepared and provided by Daniels Ikajevs. Estimates and projections contained herein involve significant elements of objective judgement and analysis and are based on certain assumptions. Actual results may vary from estimates and projections and these variations may be immaterial. No representation or warranty expressed or implied, is made as to the accuracy or completeness of the information contained in this overview, and nothing contained herein is relied upon as a promise or representation, whether as to the past or future. This Business Plan does not contain all the information that may be required to evaluate The Ring for a potential business relationship, and any recipient therefore should conduct their own independent analysis and due diligence process. THIS BUSINESS PLAN IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. 3 | P a g e “Excellence is an art won by training and habituation. We are what we repeatedly do. Excellence, then, is not an act but a habit” ~ Aristotle 4 | P a g e Table of Contents Contents CONFIDENTIALITY AND NON-DISCLOSURE ................................................................................................... 2 EXECUTIVE SUMMARY .................................................................................................................................... 5 BUSINESS OVERVIEW ...................................................................................................................................... 6 LOCATION...................................................................................................................................................... 12 BUSINESS GOALS AND OBJECTIVES ............................................................................................................. 16 SERVICES ....................................................................................................................................................... 18 COMPETITIVE ANALYSIS ............................................................................................................................... 23 INDUSTRY ANALYSIS ..................................................................................................................................... 25 MARKETING STRATEGY ................................................................................................................................ 32 OPERATIONAL SUMMARY ............................................................................................................................ 35 APPENDIX ...................................................................................................................................................... 41 5 | P a g e EXECUTIVE SUMMARY The Ring Workspaces offers world-class co-working facilities in the heart of downtown Clearwater. These are beautifully appointed workspaces, designed using best practices from the worlds of Public Health and Engineering. The goal is to create “the healthiest workspace in the world.” Members can work on a month-to-month or long-term basis. There are four types of memberships: • Virtual Address • Co-Working • Fight Club • Private Office The Ring takes a multi-faceted and integrated approach to productivity which has been scientifically proven to enhance cognitive functioning, improve sleep and reduce sick building symptoms. This can lead to as much as a $6,500 equivalent in improved productivity per person per year. Though The Ring is the first co-working facility in Clearwater, it offers the following advantages over others in Tampa or St. Petersburg: • Healthy workspace: meticulous attention to all workspace components and unique health amenities. • Optimal productivity focus: the healthy environment gets productivity results for its members. • Technology: technology surpasses the competition with sleep pods and a recording studio • Access to venture capital: Members will have special access to fund their businesses. • Building ownership: While most co-working spaces rent, The Ring partners own the space. The co-working industry is exploding, with it sitting today at 1 Billion dollars and more than 1 Million people working this way in 2017. The Ring possesses all of the factors needed to thrive in this marketplace. Marketing methods will include both community and online methods: • Community: Public Relations, corporate outreach and events. • Online: Website, Social Media, PPC and Remarketing, active video channel, e-mail. In order to suit the unique demographics of Clearwater, The Ring will appeal to Millennials, Gen X and Baby Boomers alike. The company will operate on a lean basis, but will create employment in the City of Clearwater for young people engaged with technology. 10 | P a g e BUSINESS OVERVIEW Business Description The Ring Workspaces, LLC is a Florida-based limited liability company that offers state-of-the-art, destination co-working facilities that optimize human wellness, productivity, and performance using green building best practices. It is a proposed real estate venture to begin operations in the final quarter of 2017. The company was incorporated in 2016 in Clearwater, FL and is jointly owned by established real estate investor Daniels Ikajevs and his two partners, Zigrida Ikajeva and Simee Adhikari. 600 Cleveland St, Suite 300, Clearwater, FL 33755 This building is beautifully situated near the beach, creating an enviable work-life balance for its members. Clearwater’s landmark Coachman Park is nearby, which hosts popular events and festivals. The building is at the heart of a newly revitalized downtown area, near many restaurants, amenities and other businesses. History of the Business The Ring was conceptualized by real estate experts Daniels Ikajevs and Simee Adhikari. With over 28 combined years of experience, they envisioned an innovative and integrated workspace that met the needs of today’s entrepreneurs, innovators and industry leaders. Following a quiet but fast-growing industry trend of synergetic and collaborative working environments, they quickly identified an opportunity for redevelopment in Downtown Clearwater. Daniels Ikajevs being an avid real estate developer and resident of the Downtown area, combined his passion for personal and professional growth to create a facility that allowed start-ups to mature and engage with industry experts. By touring over 90 co-working facilities around the USA and Europe, he deepened his understanding of effective space layouts and honed in on the needs of today’s professionals. Inspired by the expanding market and the world-wide co-working movement, he sought to develop a similar working model. Feasibility and Profitability Studies further justified cause for development. Simee Adhikari, a former Information Technology (IT) professional, understood the difficult toll that long office hours, and structurally unhealthy working environments could take on the body. The IT industry is one that requires commitment and offers little work-life balance. Simee eventually left the industry to advance a 11 | P a g e career in Real Estate which presented a more flexible and physically active professional form of engagement. Observing the professional lifestyles of fellow friends and family, she foresaw an ideal opportunity to drastically improve the physical work environment. This paradigm brought about an evidence-based qualitative and quantitative approach to space development and design that has the potential to revolutionize the industry. Establishing more than just a facility or a brand, the duo merged their personal and professional ethics and values to construct a meticulous and healthy environment that will prepare entrepreneurs for continual growth. The Ring balances the conditions for success. On one hand, clean air, green spaces and natural light create a conventionally healthy atmosphere. On the other hand, a science-based application of proven methodologies from the worlds of Public Health and Engineering for improved productivity in the workplace create an evidence-based healthy workplace. The Ring aims therefore to connect an ecosystem of like- minded, ambitious professionals in the center of beautiful Clearwater. The Ring is an elevated workspace where anyone with a passion and determination can succeed. Company Vision and Mission Our mission is to create the healthiest workspace in the world. A healthy body optimizes productivity, which, for entrepreneurs, leads to growth and profit. The business’s success will be measured using triple-bottom-line (TBL) accounting: social, environmental and financial – creating significant benefits for all three. • Social: The enterprise will benefit the community of Clearwater by creating a hub for creative and technical professionals • Financial: The business will deliver a healthy profit for its owners • Environmental: The facility will be built using green building best practices Company Values Author Simon Sinek says “People don’t buy what you do; they buy the WHY you do what you do”. Our “Why” is encompassed in our five core values: Innovation: Utilizing findings from latest scientific research, The Ring puts the best industry practices in healthy workspaces design into motion. Cutting-edge technology is utilized to improve wellness, performance and productivity so our members can thrive. Integration: Like two fighters in the ring, we believe that concepts that can seem at odds belong together. Body and mind are not separate concerns – instead they are integrated to reach their full potential. Technology and traditional knowledge come together to forge a new path for our members. Personal wellbeing and professional success do not have to be separate - they can be one and the same. Inspiration: Our goal is to help our members attain their greatest potential. Integrity: We strive to be upfront and honest in all endeavors. We understand that reputation and integrity are valuable assets. Ingenuity: The Ring will be the industry leader and trendsetter in collaborative spaces, situated in downtown Clearwater where people like to work and play. 12 | P a g e LOCATION The Ring is strategically situated in One Clearwater Tower, an 11 story “Class A” office building, located in the heart of the downtown Clearwater. The building currently houses large financial, legal and insurance institutions, as well as established tech firms and NGOs. The Ring will thus be amongst a diverse cross section of Clearwater’s most prominent and respected business entities, presenting an opportunity to attract a broad demographic of customers. Building Tenant Portfolio: • Bank of America • The Clearwater Chamber of Commerce • Hill Ward Henderson PPAs • Hub Insurance • Interface Systems Major Government and Private Organizations within a 10 Mile Radius: • Clearwater City Hall • Pinellas County Civil Court • Church of Scientology Headquarters • City of Clearwater Municipal Services Building • Pinellas County offices • Morton Plant Hospital There is a strong demand for office space in the area driven by an underserved entrepreneurial culture embedded in Clearwater. There is an immediate need for dedicated business space that will cultivate small, middle and large scale business growth while promoting economic expansion. In addition to this rapidly growing business district, The Ring is within close proximity to world class entertainment, restaurants and a large number of luxury condominium buildings. Key Target Markets Include: • Island Estates • Clearwater Beach • Sand Key Beach • Belleair The Ring Workspaces will occupy the entire third floor and part of the second floor of One Clearwater Tower, having an approximate facility total of 18,000 sq. ft. In addition, there will be 1,300 sq. ft. outdoor lounge overlooking beautiful Station Square Park. 13 | P a g e Virtual Tour As you enter “The Ring” you will be immersed in a workspace inspired by nature. Elements such as sunlight, stone, wood, preserved moss will have a strong presence throughout the space. This unique space is difficult to convey with pictures alone, however, our artist endeavoured to create a beautiful rendering that would represent the vision as clearly as possible. Upon entering the building, visitors and members will recognize that they are in a unique space right away. The green walls not only build a favorable atmosphere, but they also create just the right amount of humidity. The reception desk gives a strong impression, with earthy materials and natural light. 14 | P a g e “Fight Club” and private office members will get the opportunity to present their businesses in “The Ring” to potential Venture Capital investors. The beautifully appointed open co-working area with private phone booths will create a conducive atmosphere for creative ideas to flow. 15 | P a g e In Florida, the outdoors is an extension of life not found in other parts of the country. This beautiful outdoor space is one where people can work, relax, and socialize with other members. 16 | P a g e BUSINESS GOALS AND OBJECTIVES Short-Term Goals • 55% office suite occupancy rate (23 out of 42 office suites rented) and 30 co-working memberships. Mid-Term Goals • 80% stabilized office suite occupancy rate (34 out of 42 office suites rented) and 70 co-working memberships. Long-Term Goals • 90% percent stabilized office suite occupancy rate (38 out of 42 office suites rented) and 90 co- working memberships. BUSINESS MANAGEMENT Daniels Ikajevs, Co-Founder and Chairman Daniels Ikajevs is the co-founder and Chairman of The Ring Workspaces, LLC. He is a local Real Estate Investor and developer with over 14 years of experience in office and residential management and development. He has been an active resident and business owner in downtown Clearwater for over 7 years and is currently managing over 180,000 sq. ft. of office and retail spaces. Daniels completed internationally recognized Business Incubation Management (BIM) Certificate Program in 2017, and acquired fundamental knowledge and information resources needed to run successful co-working facilities and incubation programs. He is also the owner of the 11-story building where The Ring workspace facility will be located. Daniels is actively involved as an executive board member in Clearwater Downtown Partnership (CDP). Additionally, he also serves as the Vice President of HOA in the 156 unit Water's Edge residential building located in Clearwater. He holds an MBA with focus on Finance and Marketing. An avid traveler and car enthusiast, he has a keen interest in cutting-edge technology and modern interior design concepts. As the second largest property owner in downtown Clearwater, he is seasoned in designing and managing traditional office spaces. The Ring co-working space concept is a natural progression, which integrates his knowledge of traditional building and office operation with innovative technology and interior design concepts that is meant to revolutionize the industry. Simee Adhikari, Co-Founder and General Manager Simee Adhikari is the co-founder of The Ring Workspaces, LLC. She has been an Entrepreneur, Real Estate Developer, and Property Manager in the greater Pinellas and Hillsborough country for over 14 years. She holds an active Florida realtor license, specializing in luxury residential, commercial, office, and retail spaces. This gives her a broader understanding of the general real estate market, business and demographic trends, and agency regulations. She has particular interest in Green Buildings and is currently pursuing a certification course on that subject. She is also a member of the Pinellas County Realtors Leadership Council. Simee also holds an undergraduate degree in Computer Information Systems and a Master's in Business Administration (MBA). As a technology 17 | P a g e consultant for Rolls Royce's environmental engineering division, her role was to translate client requirements into highly technical design solutions, which was highly gratifying. However, after 4 years of working in the software industry, she decided to switch gears to Real Estate and become an Entrepreneur. Her passion is to create meaningful projects that can have a positive social, economic, and environmental impact. The Ring Workspaces is a cumulative expression of her professional expertise and personal aspiration to bring about positive change. 18 | P a g e SERVICES The Ring will provide first class co-working and office facilities on a month-to-month membership basis with a 10% discounted rate for longer term. The Ring will have four main offering for entrepreneurs and virtual workers. Virtual Address Membership Cost: $45 per month This basic membership will include a dedicated mailbox with prestigious "The Ring Workspaces" address. It will also give an opportunity for the members to rent offices or conference rooms on an hourly basis. Co-working Membership Cost: $99 per month This membership category gets all of the benefits of the Virtual Address membership category plus it allows access to all common spaces in The Ring on a first come first serve basis. Members will have access to all amenities, including but not limited to the following: • Full-time community manager • Weekly networking events • Lectures and classes (body, mind, spirit) • Print, scan, fax machines • High speed secured internet access • Free coffee • Ergonomic office furniture • Access to outdoor lounge • Kitchen and dining area • Private phone booth • Recording studio • Sleeping pods • Free parking 19 | P a g e Fight Club Membership Cost: $250 per month This membership includes all of the benefits of the Co-working membership and in addition will be granted an opportunity to pitch their business idea to an investor panel once a year during "The Ring Main Event". This membership is restricted to only 16 members who will have 24/7 access to a secured assigned desk room. Each member will have a dedicated workspace with assigned storage. Private Office Membership Cost: Starting at $320 per month This membership level will enjoy all the benefits of the Fight Club membership. In addition, they will be granted the privilege to work in a secured private suite equipped with state of the art ergonomic furniture such as: • Stand up desks • Herman Miller ergonomic office chairs Day Pass Cost: Free A pass for one day will be made available for visitors to the city or for people who want to sample the facility. 20 | P a g e Service Approach The uniqueness offered by The Ring is its healthy approach to productivity. This is a multifaceted, integrated approach comprising of the elements in the chart below. Enhanced Cognitive Functioning According to the COGFX Study from Harvard T. H. Chan School of Public Health and the Global Environment, cognitive functioning was significantly impacted by enhanced ventilation1: Cognitive function scores were better in green building conditions compared to the Conventional building conditions across nine functional domains, including crisis response, strategy, and focused activity level. On average, cognitive scores were: 1 Harvard T. H. Chan School of Public Health: http://www.chgeharvard.org/resource/impact-green-buildings- cognitive-function Ergonomic Design Clean Air and Natural Light Collaborative Space Access to Latest Technology Optimal Productivity Optimal Layout Organizing and Learning Tools Health and Fitness Focus Accoustic, Visual and Thermal Comfort 20 | P a g e o 61 percent higher in green building conditions o 101 percent higher in enhanced green building conditions o CO2, VOCs, and ventilation rate all had significant, independent impacts on cognitive function. According to United Technologies, there were key areas in which these cognitive enhancements took place2: The greatest cognitive function differences were seen in the areas of crisis response (73 percent higher in green-certified, high-performing buildings); applied activity level – the ability to gear decision-making toward overall goals (44 percent); focused activity level – the capacity to pay attention to situations at hand (38 percent); and strategy (31 percent). All of these functions are key to productivity. The Ring will be putting meticulous attention to detail in terms of creating an environment with enhanced ventilation and reduced VOC levels. Health Benefits While many are concerned over health, and the dangerous impact of sitting for long periods of time, the study goes on to outline further health benefits3: Sleep quality scores were 6.4 percent higher for participants in green-certified buildings, suggesting building impact on sleep quality. Finally, participants reported better environmental perceptions and 30 percent fewer sick building symptoms in high-performing, green-certified buildings vs. high-performing, non- certified buildings. These health benefits mean that workers can focus on staying focused and get things done at work so after work, they can enjoy their families, their hobbies and their significant others. Quantifying Improved Productivity These health benefits translate into energy savings as well according to United Technologies4. Following the release of The COGfx Study, which showed dramatic impacts of ventilation on cognitive function, the research team sought to evaluate the economic and environmental costs against the health and productivity benefits of enhanced ventilation in office buildings. Studying three ventilation strategies and four different heating, ventilating and air conditioning (HVAC) systems across seven U.S. cities, the team found that the indoor environment previously associated with a doubling of cognitive function test scores can be achieved at an energy cost between $14 and $40 per person per year and result in as much as a $6,500 equivalent in improved productivity per person per year. When energy- 2 United Technologies: http://naturalleader.com/thecogfxstudy/study-2/better-thinking/ 3 United Technologies 4 United Technologies: http://naturalleader.com/thecogfxstudy/study-1/improved-productivity-quantified/ 21 | P a g e efficient technologies are utilized, the study found the energy costs to be between $1 and $18 per person per year, with a minimized environmental impact equivalent to approximately 0.03 cars on the road per building per year.” 22 | P a g e Healthy Co-Working Spaces in Other Cities There is strong evidence that a quiet revolution is occurring across America and beyond for people wanting healthier workspaces. The Farm5, Soho, NY, is a spacious, warm interior embodying a love of nature and the principles that guide it. Green Spaces6, Denver, CO, is a sustainable co- working community in the heart of Denver’s RiNo Arts District. Second Home Lisboa7 in Lisbon, Portugal has over 1,000 plants, which are proven to increase productivity. 5 The Farm: http://www.thefarmsoho.com/ 6 Green Spaces: https://www.greenspaces.com/ 7 Tree Hugger: https://www.treehugger.com/interior-design/second-home-coworking-space-selgascano.html 23 | P a g e COMPETITIVE ANALYSIS DIRECT COMPETITION COMPETITOR ABOUT SERVICES/STRENGTHS WEAKNESSES Station House St. Petersburg Station House is dedicated to providing a comfortable, yet dynamic environment in which our guests can interact socially or professionally, work or co- work quietly, enjoy food, drinks and entertainment, and relax peacefully. Co-working: Dedicated desks, conference offices, private offices, 24-hour access. Amenities: Finest coffee and tea available – this is very important to reviewers of various co-working spaces. Yoga also available. 4,000 sq. feet of event space. Restaurant and events such as weddings make it less of a serious workspace. Entrepreneurs complain of high prices and “greedy” owners. Do not offer support for growing businesses. Tampa Bay Wave Founded in 2008, Tampa Bay WaVE, Inc. is a ‘by entrepreneurs, for entrepreneurs’ 501(c)(3) non-profit helping entrepreneurs turn ideas into growing tech businesses in Tampa Bay. Today we support over 150 tech start- ups and over 250 entrepreneurs and other crazy talented techies that call Tampa Bay home. Affordable co-working plans starting at $100/month and a day pass for $15/day. Accelerator growing 169 start-ups, 18 million dollars raised and 700 jobs created. This includes a mentor network, inventor network and investor forum. Events including Nerd lunch, Geek end and Python meet-up. Strong technology focus, which may not be appealing to those in other industries. Blog and homepage of website not frequently updated, making the initiative appear abandoned from outsider. CoWork Ybor In the cultural heart of Tampa, CoWork Ybor is making space for creatives to collaborate, work and share inspiration. Shared space to share ideas, work out the essentials and find support to be about your business. Located in Ybor city, which is highly concentrated with professional services businesses with access to transit. Very affordable plans including monthly access from $100/month, day access for $12/day and group access for $25/hr. Standard business amenities and branded coffee. Targeted only to creatives, which may be off-putting to people in other industries. Does not offer special facilities such as recording studio or access to funding. 24 | P a g e SUBSTITUTES Working from Home: People could instead work from home. However, people who work from co-working spaces report significantly less loneliness, and significantly more productivity. Local Coffee Shops (Starbucks, Panera Bread etc.): Workers can also choose to work in local coffee shops. However, this option may not be favorable to some, considering cost of amenities such as coffee and printing. Distracting background noise can also interrupt meetings. COMPETITIVE ADVANTAGE Healthy Workspace: Meticulous attention to detail to all of its workspace components including water, air, light, temperature, furniture, VOC emission, and outdoor space. Stand-up desks, health events, an outdoor lounge where members can work and socialize, makes The Ring stand out from other co-working spaces. Optimal Productivity: Everything about the space is designed to foster optimal performance, and productivity in the members while they work. State of the Art Technology: Technology surpasses the competition including POE lighting, high-speed secured internet, sleeping pods and a recording studio. Venture Capitalist Funding: Access to venture capitalist funding is an incredibly valuable asset for entrepreneurs. Building Ownership: While most co-working spaces rent, the building is wholly owned by The Ring partners. This offers an opportunity to spend capital on other benefits for members, and allows room for future expansion without relocating. Building Ownership Healthy Workspace Venture Capital Optimal Productivity Technology 25 | P a g e INDUSTRY ANALYSIS INDUSTRY GROWTH Co-working is heralding in a new way of working. The co-working manifesto, signed by members of over 1,700 workspaces says the following: “Co-working is redefining the way we do work. Inspired by the participatory culture of the open source movement and the empowering nature of IT, we are building a more sustainable future. We are a group of connected individuals and small businesses creating an economy of innovation and creativity in our communities and worldwide. We envision a new economic engine composed of collaboration and community, in contrast to the silos and secrecy of the 19th/20th century economy.”8 More than being a movement, co-working is a booming undocumented industry. According to Forbes.com, “Co-working has become ubiquitous over the last three years. The co-working market now has over 7,000 players around the globe. Co-working operators have emerged alongside the startup boom. While everyone has been reading and talking about Fintech, virtual reality and drones, this fast growing, new sub sector of the real estate market has become one of the largest startup segments, hiding in plain sight.”9 According to the largest Co-Working Conference, Global Co-working Unconference Conference (GCUC) the industry sits at 1 Billion dollars.10 In fact, according to industry website DeskMag, more than 1 million people will be working in co-working spaces in 2017.11 8 Coworking Manifesto: http://coworkingmanifesto.com/ 9 Forbes: https://www.forbes.com/sites/falgunidesai/2016/03/10/coworking-spaces-poised-to-enter-new-growth- phase/#5b40881a190a 10 GCUC: https://gcuc.co/why-coworking/ 11 DeskMag: http://www.deskmag.com/en/the-complete-2017-coworking-forecast-more-than-one-million- people-work-from-14000-coworking-spaces-s/2 26 | P a g e Micro-economic trends According to the 2017 Global Co-working survey, the following economic factors are at play by individual players. The primary source of income for co-working spaces is renting desks, though combined membership plans is slowly growing. Renting private offices, renting meeting spaces and renting event and class spaces are also significant income earners. The majority of the expenses associated with co-working spaces is rental. Operating costs and wages are other significant costs for operators. As an owner of the space, The Ring is well positioned to succeed. 27 | P a g e Co-working spaces in larger city centers tend to have better performance. The Ring will target Tampa and St. Petersburg as well through various marketing methods. SEO and the Co-working visa program was the marketing activity for profitable spaces. The visa program is a partnership with other co- working spaces, where one membership gives access to many spaces. The Ring will focus on this as a marketing activity. 28 | P a g e INDUSTRY TRENDS Based on recent surveys and industry reports the following trends are emerging in the industry: Niche Communities Following standard industry lifecycle theory, as industries mature, niche markets begin to appear. The co- working industry is no different. According to Forbes: “Operators will target specific sectors and professional groups in an effort to build stronger community and therefore create loyalty among their renters.”12 Services offered to those in the niche include training and networking. An interesting space out of New Orleans called Landing Zone features discounts targeting veterans for example.13 However, the Global Co-working survey shows that communities open to all are still more profitable. Multiple Locations Several regional players are expanding their locations, for example, some in the South are centred on airports for local travellers. According to Forbes: “While WeWork has been the largest provider worldwide, smaller providers are beginning to branch out into multiple locations with a membership concept allowing clients to access different sites.”14 12 Forbes 13 Landing Zone: http://www.lznola.org/vetlaunch.html 14 Forbes 29 | P a g e Larger Spaces According to the Global Co-working Survey, larger spaces are more successful showing the most profitable spaces with 200+ memberships. This also allows for more event-based revenue, and “Larger spaces also enable co-working providers to negotiate more effectively with building owners.”15 New Services “To retain clients and drive more value, co-working operators are experimenting with concierge services, group discounts to local retailers, hotels and airlines and other ancillary offerings.”16 For example, Galvanize, out of Denver, Colorado offers education and access to partners such as Google for Entrepreneurs, IBM and Silicon Valley Bank.17 Companies Engaging in Co-Working An increasing number of companies are incorporating co-working into their business strategy. As said by the Harvard Business Review (HBR): Michael Kenny, Managing Partner of San Diego-based Co-Merge, told us, “In the past year and a half, we’ve seen a dramatic increase in the use of the space by enterprise employees. We have seen teams come in to use various on-demand meeting rooms. We have users from global companies of size ranging from several hundred to several thousand employees who use the space not only to allow their distributed workers to get productive work done, but also to attract employees who demand flexible workplace and work time.””18 15 Forbes 16 Forbes 17 Galvanize.com: https://www.galvanize.com/entrepreneur#membership 18 HBR.org: https://hbr.org/2015/05/why-people-thrive-in-coworking-spaces 30 | P a g e Remote workers are also joining co-working spaces individually INDUSTRY SUCCESS FACTORS Sharable has identified 10 key success factors19 in terms of a successful co-working space which are placed in the first column of the chart below. How The Ring satisfies these success factors is on the column on the right. FACTOR THE RING Clearly Identifiable Market The target market for The Ring are entrepreneurs who care about high performance. Convenient Location The Ring is located in the heart of downtown Clearwater, close to the world-renowned beaches, restaurants, and shops. Interior Design The first thing prospective members will notice is the unique and beautiful design of The Ring. Branding The Ring brand differentiates it clearly based on clear and unique benefits, design of the interior space, and design of its logo and materials. Community Culture The Ring will have business and personal development events to build a unique community culture. This is a key difference between a shared workspace and a co-working space. Events and Education The Ring will host a variety of events such as mind-body-spirit workshops, networking mixers, yoga classes, community stretches etc., as well as allow members to organize their own. Seamless Sign-Up, Access and Billing Management The Ring is planning to invest in OfficeR&D20, a software platform for co- working and flexible workspaces. Music Although music may be the right choice for other concepts, The Ring will choose not to include it upon launch as a conscious decision. However, music will be made available in conference rooms and events. Amenities Unique amenities such as sleeping pods, recording studio will attract people to the space. Pricing and Flexibility The Ring offers a variety of flexible membership options at competitive prices. 19 Sharable: http://www.shareable.net/blog/the-10-step-guide-to-a-successful-coworking-space 20 OfficeR&D: https://officernd.com/ 31 | P a g e TARGET MARKET PERSONAS Everyone targeted by The Ring workspaces are focused on productivity and growth. They do not take a laid-back approach to business. They are driven to succeed. These people can either be solo entrepreneurs, owners of small businesses, or workers of remote teams. Millennial Madison Gen X Xander Boomer Ben Demographics: Age Group 21-34, Male and Female Split Position: Social Enterprise Entrepreneur Background: Previously worked at a PR firm Salary: $35,000 Goals: Wants to make a difference Build awareness for a cause she cares about Grow social and professional network Positive impact on the environment Hobbies: Running on the beach, her dog Membership: Fight Club Membership This is the standard demographic for the co-working space Demographics: Age Group 35-49, Male and Female Split Position: Digital Agency Owner Background: Sales Salary: $120,000 Goals: Make more money to support family Willing to put in a lot of hours Healthy lifestyle Get funding for business Hobbies: Windsurfing, travel Membership: Executive Office Membership This is the person who is ready to move up from the co- working environment, but still benefit from the atmosphere. Demographics: Age Group 50-68, Male and Female Split Position: Senior Consultant Background: Former Executive Salary: $70,000 Goals: Supplement retirement Strongly identifies with his profession Combine business with pleasurable lifestyle Enjoys an aesthetically-pleasing atmosphere Hobbies: Golf, home renovation Membership: Co-Working Membership In an effort to integrate with Clearwater’s demographics, The Ring will also have events to appeal to baby boomers. 32 | P a g e MARKETING STRATEGY OVERVIEW This method explains how to transform strangers into promoters. Strangers are attracted to the business using online and offline methods and become visitors. • Visitors are converted based on seeing the free introductory membership offer and become leads. • Leads are closed based on sales skills and become customers. • Customers see their businesses succeed and receive regular, informative newsletters, and thus become promoters. This, in turn, creates repeat and referral business. Pubic Relations Website with SEO Video Channel Social media PPC and Remarketing Corporate Outreach Brochures Events Day pass Co-Working Visa Program Sales skills E-mail newsletters Benefits of the healthy workspace Events Happy Hour Attract Convert Close Delight 33 | P a g e PROMOTIONAL TACTICS STRATEGY TACTIC DESIRED OUTCOME Public Relations The healthy aspect of the space along with the connection to Clearwater and its revitalization will be an outstanding “good news story”. Create awareness and sales for The Ring. Search Engine Optimized (SEO) Website grow co-working spaces most effectively. Increase traffic to the website and memberships. The website would be open before the location opens, to offer a pre-sale opportunity. Active Video Channel A recording studio will be part of the co-working space. As a result, members and the community manager can post videos regularly to the co- working space’s channel. Video is a great social media tool, and video is overtaking text and images on the website. This will therefore attract visitors to the website, and enhance conversions. It would also establish a sense of community for members. Co-Working Visa Program Having a co-working visa with other co-working spaces had a positive impact on results. The Ring will therefore reach out to other spaces in Tampa and St. Petersburg to create these alliances. Increase memberships with other spaces in the area. Social Media Marketing Marketing through Facebook, Instagram, and Twitter offers an opportunity to target entrepreneurial users easily. Facebook Retargeting could also be used for people who attended events and visitors to the website. Increase memberships. Pay Per Click Marketing and Remarketing This would be a highly targeted Google AdWords campaign for people searching for co-working spaces near Clearwater. Remarketing through Google would also be used to Increase memberships. 34 | P a g e encourage repeat visitors to the website. E-Mail Marketing E-Mail marketing would be used as a relationship tool for anyone who entered information on the website. Increase sense of community and convert leads into customers. Corporate Outreach Since Clearwater is home to companies like Tech Data, KnowBe4, and Honeywell. Outreach to these and other companies to have virtual teams at The Ring location would create a steady revenue source. Ability to create a stable revenue source. Brochures and Collateral Brochures and collateral will be created to attract different segments of the market. These would be strategically placed at business centers, meeting points for entrepreneurs and center events. This would be the main offline marketing activity for The Ring. Events Events put on by the space or by its members would be open to the public. This would offer a natural opportunity to grow awareness. This is a benefit to the members, at the same time as allowing members of the public to view the space. PRICE STRATEGY The Ring will implement a “Competitive Pricing” strategy where it sets the price based on what the neighboring competition is charging. This strategy is generally used once a price for a service has reached an equilibrium and there are also substitutes available. 35 | P a g e OPERATIONAL SUMMARY Company Organization The company would be lean, but would also create employment within Clearwater for young professionals engaged in business, technology and service based industries, they will also be mentored by two Real Estate and Business Owners striving to make a difference in the downtown community. Overall, individuals working at The Ring would have an opportunity to grow as the company grows. New positions and roles are also expected to grow as the entity grows. Chairman Person: Daniels Ikajevs - Promote and oversee the highest standards of corporate governance within the Board and the Company. - Be a sounding board and mentor to the Director of Operations and Business Development. - Enhance the overall effectiveness of the team. General Manager Person: Simee Adhikari - Building valuable partnerships - People Management Chairman General Manager Community Manager Front Desk Associate Assistant Community Manager 36 | P a g e - Fundraising (investment, sponsorship) - Growth Strategy - Filling in for any gaps in staffing needs - Policy/Procedure Development - Managing Operations Staff - Systems Maintenance Community Manager Person: TBD - Membership Sales Strategy - Hosting member gatherings (lunches, happy hours etc.) - Member Policy Development and Enforcement - Creating the space "vibe" - Member Communication Strategy - Billing Dispute Resolution - Facilities Management - Member Signups - Member Communication - Tours - Introducing new members to the community and facilitating connections - Some facilities maintenance - Keeping space tidy throughout the day Front Desk Associate Person: TBD - Screening for members/ non members - Greeting guests and informing members of guest arrival - Accepting packages and sorting mail - Opening and closing space daily - Keeping kitchen area up (brewing coffee, loading/unloading dishwasher, etc.) Assistant Community Manager Person: TBD Once the facility is at full capacity, and Assistant Community Manager will be hired to assist the community manager in the execution of duties associated their role. 37 | P a g e Facility Layout 38 | P a g e 39 | P a g e Implementation Plan TIMELINE (Weeks) Tasks 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 Financial Grant Approval Attain Building Permits Finalize contract with GC Order Furniture in Time for delivery and installation Install VAV, duct, air terminals and Co2 and Air quality Sensors Install network cabling, Poe Lights and complete electrical grid Completed Plumbing Purchase Printers, Coffee Machine, TV’s, Telephones and supplies Develop Website, CRM and payment system Pre-sale promotion begins Set Up Social Media Accounts Marketing and Advertising Floors Installation Complete Overall Construction complete Recruitment of Community Manager and Front Desk Grand Opening 40 | P a g e SWOT Analysis SWOT ANALYSIS STRENGTHS • High performance environment • State of the art amenities • Facility ownership • Access to venture capital WEAKNESSES • Access to capital to fully fund renovations • Two floors may be inconvenient to navigate – this can be resolved through communications and signage • Downtown is currently quiet – will therefore try to draw members from nearby cities as well OPPORTUNITIES • Increasing entrepreneurship culture around the world • Clearwater recognized as among the top 25 beaches in the world – this positions the city as one that draws people who love health and natural spaces THREATS • Clearwater known as “best place to retire” – The Ring will appeal to a Baby Boomer market as a result • Entry of new competition – this is why The Ring strives to be unique from the beginning • Technology may become obsolete. As a result, the team will keep an eye on emerging technologies Appendixes Appendix 1: COGFX Study Piers MacNaughton a, Usha Satish b, Jose Guillermo Cedeno Laurent a, Skye Flanigan a, Jose Vallarino a, Brent Coull c, John D. Spengler a, Joseph G. Allen a, * a Department of Environmental Health, Harvard T.H. Chan School of Public Health, Boston, MA, USA b Psychiatry and Behavioral Sciences, SUNY-Upstate Medical School, Syracuse, NY, USA c Department of Biostatistics, Harvard T.H. Chan School of Public Health, Boston, MA, USA a r t i c l e i n f o Article history: Received 27 June 2016 Received in revised form 23 November 2016 Accepted 24 November 2016 Available online 25 November 2016 Keywords: Green certification Office buildings Cognitive function Indoor environmental quality 1. Introduction Buildingomics a b s t r a c t Thirty years of public health research have demonstrated that improved indoor environmental quality is associated with better health outcomes. Recent research has demonstrated an impact of the indoor environment on cognitive function. We recruited 109 participants from 10 high-performing buildings (i.e. buildings surpassing the ASHRAE Standard 62.1e2010 ventilation requirement and with low total volatile organic compound concentrations) in five U.S. cities. In each city, buildings were matched by week of assessment, tenant, type of worker and work functions. A key distinction between the matched buildings was whether they had achieved green certification. Workers were administered a cognitive function test of higher order decision-making performance twice during the same week while indoor environmental quality parameters were monitored. Workers in green certified buildings scored 26.4% (95% CI: [12.8%, 39.7%]) higher on cognitive function tests, controlling for annual earnings, job category and level of schooling, and had 30% fewer sick building symptoms than those in non-certified buildings. These outcomes may be partially explained by IEQ factors, including thermal conditions and lighting, but the findings suggest that the benefits of green certification standards go beyond measureable IEQ factors. We describe a holistic “buildingomics” approach for examining the complexity of factors in a building that influence human health. © 2016 The Authors. Published by Elsevier Ltd. This is an open access article under the CC BY license (http://creativecommons.org/licenses/by/4.0/). regarding building materials and products [7,8]; buildings Thirty years of public health science and building science have demonstrated that buildings play a key role in shaping our health [1e5]. Buildings have the capacity to create conditions that are harmful to health or conducive to health: they determine our exposure to outdoor pollutants, by either facilitating entry of particles of outdoor origin indoors, or acting as a barrier and removing them through enhanced filtration [6]; they govern exposure to chemicals of concern, such as volatile organic compounds (VOCs), flame retardants and polyfluorinated compounds, which can be ubiquitous or nonexistent, depending on the decisions we make either protect us from noise or contribute to the problem through the introduction of indoor sources, poor noise insulation, or poor acoustical design [9,10]; they can induce eye strain or improve alertness through impacts on circadian rhythm, depending on the lighting system [11,12]; buildings can protect us during heat events, or create environments that magnify the problem through solar heat gain [13,14]; and buildings can either wall us off from nature or connect us to it [15,16]. The scientific literature around buildings and health has identified the foundations of a healthy building including factors such as ventilation, air quality, thermal comfort, noise and lighting, and this body of research has served as the basis for green certification standards to define their indoor environmental quality (IEQ) guidelines. A review of * Corresponding author. Harvard T.H. Chan School of Public Health, 401 Park Drive, Landmark Center, 404-L, Boston, MA, 02215, USA. E-mail address: JGAllen@hsph.harvard.edu (J.G. Allen). http://dx.doi.org/10.1016/j.buildenv.2016.11.041 Construction 2012, BCA Green mark for new non- residential buildings v4.1 2013, and DGNB New Office v2012 - demonstrates the approach of these certification standards toward IEQ. All of the rating systems offer credits for thermal comfort, indoor air quality (IAQ) and leading, global green-building standards LEED New Construction 2009, Green Star Office v3, BREEAM New improvements in the green buildings [20]. These include reduced asthma and allergy symptoms in offices [21]; reduced respiratory symptoms, fewer sick building symptoms, and better self-reported well-being in public housing [22e24]; and fewer medical errors and decreased mortality in hospitals [25]. Of these studies, Newsham et al. used an approach similar to this study by recruiting green and conventional office building pairs and measuring IEQ. They found an improvement in IEQ, a reduction in symptoms, and better reported sleep quality in the green 0360-1323/© 2016 The Authors. Published by Elsevier Ltd. This is an open access article under the CC BY license (http://creativecommons.org/licenses/by/4.0/). lighting; all but LEED NC 2009 have credits for acoustics; and Green STAR v3 and LEED NC 2009 have credits specifically for ventilation. However, building owners and developers can opt for certain credits, and IEQ represents only 4e20% of the total score a building can obtain. Of the reviewed rating systems, only LEED NC 2009 has mandatory IEQ credits, for minimum IAQ performance and environmental tobacco smoke control [17]. The adoption rates of the optional IEQ credits in LEED NC 2009 give an indication of how building owners are prioritizing certain aspects of IEQ [17]. We extracted the data and found that the vast majority of projects obtain credits for low-emitting adhesives, paints and flooring systems (Table 1). Increased ventilation is much less widely adopted, despite strong evidence for health and performance benefits of higher ventilation rates [18,19]. While some credits are preferentially adopted and others not, buildings that seek LEED NC 2009 obtain on average 9 of the 15 possible IEQ credits, not including the required fundamental commissioning credit under the energy and atmosphere credit category. The literature suggests that these credits translate into improved IEQ. Our previous review of green buildings and health identified 17 studies and found that, overall, occupants report better IEQ and fewer health problems in these buildings compared to non-certified buildings. These studies found lower levels of VOCs, formaldehyde, allergens, nitrogen dioxide, and particulate matter in green buildings, which have been separately shown to impact health. Six of the reviewed studies tracked the health of occupants in addition to IEQ, and all six found buildings [26]. A follow up paper by Colton et al. published since the time of our review found that in addition to fewer asthma symptoms, hospital visits and school absences were reduced in the green certified public housing development [27]. Comparisons of buildings in poor condition to green buildings provide an opportunity to see the biggest potential effect, but may falsely attribute benefits to certification. As part of our efforts to determine the factors that drive better human health in buildings, we previously conducted a study in a controlled setting to investigate several IEQ factors e ventilation, CO2, and VOCs e and their impact on cognitive function scores. We found significant impacts on human decision-making performance related to all three of these factors (Allen et al., 2015). Others have also found independent effects of ventilation, CO2 and VOCs on cognitive function and other physiological responses at levels Table 1 commonly found in indoor environments [19,28e31]. In this current study, we looked at buildings that are high- performing across these indicators of IEQ and investigated the potential for additional benefits of green certification on cognitive function, environmental perceptions, and health. 2. Methods 2.1. Study design - Overview Workers from 10 office buildings in five U.S. cities (two buildings per city) were recruited to participate in a week- long assessment. 12 participants were initially recruited from each building. Participants completed surveys about their health and environmental perceptions and took a cognitive test on the Tuesday and Thursday of the assessment. All buildings are high-performing buildings, defined as buildings surpassing the ASHRAE Standard 62.1e2010 minimum acceptable per person ventilation requirement and with low (<250 mg/m3) TVOC concentrations; however, six of the buildings were renovated to green via the LEED certification framework while the remaining four did not seek green certification during renovation [32]. 2.2. Participant and building recruitment The building assessments took place in urban areas of the following cities: Boston, Massachusetts (9/29/2015- 10/2/2015); Washington DC (10/26/2015-10/30/2015); Denver, Colorado (11/9/ 2015-11/13/2015); San Jose, California (11/30/2015-12/4/2015); and Los Angeles, California (12/14/2015-12/18/2015 and 2/1/2016-2/5/ 2016). In each city, the buildings were matched strictly by tenant and loosely by age and size (Table 3). In the first four cities, the buildings were also matched by the dates of assessment, and the buildings were recruited such that one building was LEED-certified and the other not. The goal of matching was to select two highperforming buildings in each city that were as similar to each other as possible with the key distinction being that one pursued LEED certification. In the last city, Los Angeles, two green certified buildings were recruited and the assessments occurred on different dates due to an earlier enrolled building dropping out of the study prior to the assessment; a second building was subsequently recruited. The study team visited each building prior to the assessment to: 1) perform a an initial assessment of the heating, ventilation and air conditioning (HVAC) systems, 2) ensure that the building classification as high-performing was valid, and 3) recruit participants. After obtaining permission from the building owner, building management and tenant, 12 participants were recruited to participate in a five day health assessment in each building. Final participant numbers by building are presented in Table 3. As mentioned previously, the same tenant was used in each city to ensure similar work functions, and all of the companies employ primarily knowledge workers (i.e. administrative, professional, technical and managerial positions). Asthmatics were excluded during recruitment. We did not restrict recruitment to select areas of each building to limit potential selection bias, but we are unable to demonstrate that our participants are representative of the building population. The study protocol was reviewed and approved by the Harvard T.H. Chan School of Public Health Institutional Review Board. All participants signed informed consent documents and were compensated $100. 2.3. Building assessment The building assessment consisted of three parts. First, the study team conducted an inspection of the building systems along with the building engineers from each facility. The study team recorded the type and condition of the systems, how they are typically operated, and the frequency of building commissioning tasks such as changing the filters. Second, the study team characterized each test space. The test spaces were defined by the unique ventilation zones in which the participants were located. The baseline assessment of the test spaces characterized the building, office and cleaning materials in the space; the air supply and exhaust strategies; and the environmental controls such as operable windows and thermostat set points. On each cognitive testing day, a separate assessment was conducted of the ventilation rates, noises, odors and occupancy in each test space. Lastly, the building manager was provided a survey asking about general building information, building policies, and utility costs. All elements of the building assessment were adapted from the EPA BASE study [33]. These elements were designed to assess the building as a whole rather than just the IEQ of the participant's workstations. The building Credit adoption rates for select optional IEQ credits in 5490 LEED New Construction 2009 certified buildings (USGBC, 2016). Credit % Adoption EQc2: Increased ventilation 40.9% EQc4.1: Low-emitting materials - adhesives and sealants 86.5% EQc4.2: Low-emitting materials - paints and coatings 94.4% EQc4.3: Low-emitting materials - flooring systems 79.1% EQc4.4: Low-emitting materials - composite wood and agrifiber products 58.6% EQc5: Indoor chemical and pollutant source control 40.7% EQc6.1: Controllability of systems e lighting 66.4% EQc6.2: Controllability of systems - thermal comfort 39.1% EQc7.1: Thermal comfort e design 79.4% EQc7.2: Thermal comfort e verification 59.2% EQc8.1: Daylight and views e daylight 19.5% EQc8.2: Daylight and views e views 38.3% assessments did not intend to validate the certification of building; therefore, we cannot say whether the green certified buildings still meet the criteria for certification nor whether the non-certified buildings would classify as a green certified building had they gone through the certification process at the time of the study. We anticipate that the organizations responsible for the non-certified buildings would seek certification if it was possible since the same organizations did obtain certification for the green certified buildings in our study. 2.4. Environmental assessment A complete characterization of the IEQ in each test space was conducted on each cognitive testing day. Each participant was outfitted with a Netatmo Weather Station (Netatmo, BoulogneBellancourt) in their cubicle to measure temperature, humidity, carbon dioxide concentrations in parts per million (ppm), and sound levels (in decibels) every 5 min for each participant. The units were tested with 400 and 1000 ppm CO2 calibration gas before and after the field campaign. If the sensor had drifted, the CO2 data was adjusted first by the offset from the 400 ppm reading and second by a scaling factor to match the 1000 ppm reading of the instrument to 1000 ppm. This process corrected both the intercept and slope of the collected data to match experimentally derived values. The CO2 data was then used to produce ventilation (cfm of outdoor air per person) and air exchange rates (ACH) for each participant-day of the study. For ventilation rate, the 90th percentile CO2 concentration during occupied hours was taken as the steady-state concentration of CO2 using the method described by Ludwig et al., and for air exchange rate, the decays curves of CO2 were analyzed using the tracer gas method described in ASTM Standard E741-11 [34,35]. Briefly, when test spaces changed from fully occupied to unoccupied, the rate of decay of occupant generated CO2 can be used to estimate air exchange rates using the validated methodology set forth by ASTM. These approaches have some limitations; for example, air from other zones with elevated CO2 levels can bias air exchange rate calculations and assumptions about occupant CO2 generation rates may be inaccurate. Air sampling was performed for 62 common VOCs and 14 common aldehydes in each building in the test space with the most participants present during each cognitive testing day. VOCs were collected using summa canisters according to EPA method TO-15. Aldehydes were collected on an 8-h integrated active air sample (0.4 L/min flow rate) according to EPA method TO-11. ALS Analytical Laboratories conducted the analyses of these samples (Cincinnati, OH). 25 VOCs and four aldehydes were not detected in any of the samples. Each test space was also equipped with at least one commercial sensor package (FengSensor, Tsinghua University, Beijing) to measure the same parameters as the Netatmo as well as light levels in lux and particulate matter less than 2.5 mm in diameter (PM2.5) in mg/m3. These sensors were installed on the first day of the assessment (Monday) and collected on the final day of the assessment (Friday). 2.5. Health assessment Participants were provided a Basis Peak Watch (Basis an Intel Company, San Francisco) for the duration of the assessment, which tracked the participants' heart rate, skin temperature, galvanic skin response, physical activity (i.e. steps and calorie expenditure) and sleep patterns (i.e. sleep duration, tossing and turning, number of interruptions). The participants also completed a series of questionnaires over the course of the study. The first was a baseline survey about their perceptions of their work environment and health. The second survey was completed each study day at the end of the workday, a total of five times for each participant, which asked about their environment and whether they experienced any of 19 sick building syndrome (SBS) symptoms on that day. A followup survey was completed on the final day of the study asking questions about the previous week, such as satisfaction with noise, lighting, thermal comfort and odors in their cubicle. These surveys were adapted from the EPA BASE study as well and used in our previous research on green buildings [30,33]. Cognitive functionwas assessed using the Strategic Management Simulation (SMS) software on Tuesday and Thursday at approximately 15:00. The participants completed two different scenarios to avoid potential learning effects, and the frequency of each scenario was balanced between green certified and non-certified buildings. The SMS tool is a validated, computer-based test that measures higher-order decision making ability across nine domains of cognitive function, ranging from basic activity levels to strategy. The SMS tool, and how to interpret scores in each cognitive domain, has been extensively described in the literature [36e38]. Briefly, the SMS tool immerses the participant in a 1.5 h long real-life scenario, where they have to respond to several plot lines that emerge over the course of the simulation. These plot lines are validated for content and designed to capture cognitive functions representative of productivity in the real world. As a result, validations of the SMS testing have found a high degree of correlation between performance on the SMS test and other indicators of productivity such as salary at age and number of employees supervised at age [36]. Participants are given the flexibility to approach the simulation in their own thinking style, with no stated demands and a wide breadth of available responses. The types of decisions and plans the participant makes and the events to which they link these actions are processed by the software through a series of algorithms that compute scores for each domain. The SMS study team is blinded to the building status (green certified vs. non-certified). Participants' cognitive function scores on Tuesday and Thursday were, on average, highly consistent. More detailed methodology about the cognitive testing is described elsewhere [19,29,39]. 2.6. Statistical methods The IEQ data collected in this study experienced building- level clustering, which was accounted for with hierarchical statistical tests. Two-sample t-tests with clustered data were used to test for significant differences in IEQ between green certified and noncertified buildings. For analyses of participant outcomes, such as cognitive function and sleep, the data was additionally clustered by the repeated measurements on each participant. Generalized linear mixed effect models were used to model the associations between building classification and these outcomes, treating participant ID and building ID as a random effect: Cog:Scorei;j;k ¼ b1 þb2*ðGreen CertifiedÞþ b1i þ b2i;k þ ei;j;k (1) where Cog.Scorei,i,k is the average cognitive score for subject i on day j in building k, normalized to the non- certified, high-performing buildings; b1 is the fixed intercept; b2 is the fixed effect of high-performing, certified buildings compared to high-performing, non-certified buildings; b1i is the random effect of intercept for subject i; and b2i,k is the random effect of intercept for building k. Additional models were run with the following variables: job category, annual earnings, level of schooling and thermal comfort as indicator variables and previous night's sleep as a continuous variable. The residuals were normally distributed and homoscedastic for all models. We used penalized splines to graphically assess linearity in the associations between continuous variables and outcome measures. The SMS tool provides raw scores for nine domains of cognitive function. To allow comparisons between domains, the cognitive function scores were normalized to scores in the non-certified building by dividing each score by the average score in the noncertified buildings in that domain, as has been done in previous studies using the SMS test [39]. The average cognitive score is an average score across the nine domains. Thermal comfort is a binary variable that reflects whether or not a participant was within the thermal comfort zone specified by ASHRAE Standard 55-2004 on any particular day of the assessment [40] (Fig. S1). Relative humidity and temperature from the Netatmo were entered in the Fanger thermal comfort equations to estimate whether the percent of people dissatisfied with the thermal conditions would exceed 10% [41]. We assume constant radiant temperatures (same as dry bulb temperature), air velocities (0.15 m/s), metabolic rates (1 met), and clothing (1 clo) between participants. To assess sleep, we developed an index to characterize each night of sleep across three well-known indicators of sleep quality: sleep duration, tossing and turning, and number of interruptions. It was calculated using data from the Basis Watch for each night of sleep the participants had during the assessment according to equation (2): Sleep:Duration Toss:Turn Sleep Score ¼ 100%, 10%, 420 85 Num:Int 10%, (2) 4 where Sleep.Duration is the number of minutes the participant spent sleeping between 9PM and 9AM the following day, Toss.Turn is the number of minutes during which the watch registered motion via the accelerometer (the maximum Toss.Turn in this study was 85), and Num.Int is the number of times during a night of sleep that the sleep activity changed from asleep to awake and then back to asleep (the maximum Num.Int in this study was 4). If the participant slept for longer than 420 min, or 7 h, the first term was capped at 100%. Nights when the watch was not worn or worn improperly were removed from the analysis, resulting in a total sample size of 260 nights,100 of which preceded a cognitive testing day. The average Sleep Score was 83.1% with a standard deviation of 19.7%. Sleep Scores and thermal comfort were added to the model in Equation (1) to test their effect on cognitive function. Analyses were performed using the open-source statistical package R version 3.2.0 (R Project for Statistical Computing, Vienna, Austria). 3. Results The non-certified buildings and green certified buildings had similar air quality; the low CO2, low TVOC and high ventilation rates indicate that the buildings were high- performing at the time of the assessment (Fig. 1). The ventilation rates exceeded the ASHRAE 62.1e2010 standard for 84% of participants, which could mitigate the buildup of airborne contaminants. The green certified buildings were on average brighter (374 lux vs. 163 lux), louder (51.8 dB vs. 48.9 dB), and drier (38.4% vs. 45.9%) than the non-certified buildings; however, only the difference in relative humidity was statistically significant (Fig. 1). Differences in humidity may be driven by the ventilation strategies in the green certified buildings, which more frequently had variable air volume ventilation systems and energy recovery ventilators (ERVs). In the cases when outdoor humidity was high, buildings with ERVs had lower indoor humidity levels. Between-subject analyses were necessary to compare participants in different building classifications. Table 2 shows the demographic information for the participants in each building classification: the matching criteria resulted in the two groups having similar job classifications, gender and ages. The green certified buildings had a slightly larger percentage of white/ Caucasian participants and participants with a college or graduate degree. These buildings also had more participants at both the lower and higher end of the range of annual earnings. We added these variables as predictors to the cognitive function models to test if they influenced baseline cognitive abilities. While some of these variables had non-significant associations with cognitive test scores, the effect estimate of building classification did not change when these parameters were added to the model, indicating that the findings are not a result of residual confounding. The impact of building classification on each domain of cognitive function is summarized in Fig. 2. On average, participants in the high-performing, green certified buildings scored 26.4% (95% CI: [12.8%, 39.7%]) higher on the SMS cognitive test than those in the high-performing, non-certified buildings (p-value < 0.001). Cognitive scores were statistically significantly higher for 7 of the 9 domains with the largest impacts on crisis response, applied and focused activity level and strategy. No differences in scores were seen for basic activity level or information seeking. For the average scores, the model's R2 was 0.28, indicating that 28% of the variability in cognitive function scores is explained by the building classification alone. Of the IEQ parameters assessed in the buildings, the largest differences were seen for relative humidity. The non-certified buildings were more frequently outside the ASHRAE Standard 55 thermal comfort zone than the green certified buildings due to their higher humidities (Fig. S1). Both building classifications had participant-days where the building was too cold to comply with cognitive function, on days when they took the SMS test within the thermal comfort zone than when they Table 2 Demographic breakdown of participants in each building classification. a Includes 2 participants in green certified buildings and 1 in non-certified buildings who did not complete the baseline survey. took it without (Fig. 3). This finding is not statistically significant at the 95% confidence level. Previous night's sleep was also associated with cognitive function scores. A 25% increase in Sleep Scores was associated with a 2.8% increase in cognitive function scores. Sleep quality was influenced by day-time exposures in the office: participants in the green certified buildings had 6.4% higher Sleep Scores than those in the non- certified buildings. This may be in part a result of higher light levels in the green buildings; a 300 lux increase in illuminance during the day was associated with a 2.9% increase in Sleep Scores that night. However, these findings are not statistically significant (Fig. 3). In addition to improved cognitive function scores, participants in green certified buildings reported better environmental perceptions and fewer symptoms than those in non-certified buildings. Participants in green certified buildings were generally more satisfied with daylighting and electrical lighting in their workspace, and less frequently reported the temperature being too hot or too cold, the air movement being too much or too little, the air being too dry or too humid, and the presence of chemical, tobacco and other odors (Fig. S2). These High-Performing Green Certified High-Performing Non-Certified Number of Participantsa 69 40 Gender Male 55% 54% Female 45% 46% Age 20-30 39% 28% 31-40 21% 33% 41-50 21% 15% 51-60 18% 15% 61-70 1% 8% Ethnicity White/Caucasian 70% 56% Black or African American 6% 10% Asian 7% 8% Latino 7% 13% Other 9% 13% Highest level of Schooling High School Graduate 0% 10% Some College 12% 26% College Degree 63% 49% Graduate Degree 25% 15% Job Category Managerial 22% 10% Professional 45% 54% Technical 6% 18% Secretarial or Clerical 18% 15% Other 9% 3% Fig. 1. Boxplots of indoor environmental quality (IEQ) parameters in high-performing, non-certified buildings and high-performing, green certified buildings. Vent, AER, CO2, Temp, RH and Noise are measured by the Netatmo in every workstation each day, TVOCs are measured with summa canisters in every test space each cognitive testing day, and PM2.5 and Light are measured by the Feng Sensor in every test space each day. An asterisk (*) denotes that the building classifications are statistically significantly different from each other for that IEQ parameter after adjusting for clustering by building. Total Annual Earnings <$50,000 34% 13% ASHRAE Standard 55. After controlling for building $50,000-$75,000 21% 41% classification, participants scored 5.4% higher on the $75,000-$100,000 10% 21% $100,000-$150,000 27% 18% cognitive tests, averaged across the nine domains of >$150,000 7% 8% b perceptions are linked to varying degrees to the monitored IEQ in the spaces. For example, relative humidities were 15.9% higher when participants reported the air was too humid and 9.3% lower when they reported the air was too dry. Importantly, for the same change in monitored IEQ conditions, participants in the green certified buildings report a larger improvement based on environmental perceptions. Lastly, participants in the non-certified buildings reported 0.5 (30%) more symptoms each day than those in the green certified buildings. Symptom counts are higher when participants report an issue with environmental conditions. Environmental perceptions and total symptom counts were not associated with cognitive function scores when introduced into the mixed effect models. 4. Discussion Previous research by our team, and others, has identified Table 3 earnings, job categories, and level of schooling. The reduction in self-reported symptoms and improvements in environmental perceptions support previous research in green buildings [23,24,27,30,42]. Participant's environmental perceptions do track actual IEQ conditions, but participants in green certified buildings are more likely to have a positive response even when IEQ conditions are the same. This observation, along with participants reporting more symptoms when they report problems with environmental conditions, highlights the limitations of using subjective metrics when assessing building performance or occupant wellbeing. For the cognitive function results, some of the domains that had the largest differences in scores (crisis response, information usage, and strategy) are the most highly correlated with other measures of productivity such as salary at age [36]. This aligns with Allen et al. that found these same domains to be the most impacted by CO2, TVOCs and ventilation. By Building characteristics of the 10 high-performing buildings included in the study. City Type Size (sq. ft) Year of Construction Type/Year of Certificationa Ventilation Strategyb Number of Participants Boston Non-Certified <50,000 1929 NA CV, RC 12 Boston Certified <50,000 1929 LEED EB v3 Platinum in 2012 VAV, SP 12 DC Non-Certified >500,000 1935 NA VAV, RC 11 DC Certified >500,000 1917 Pending CV, SP 12 Denver Non-Certified 50,000e100,000 1938 NA CV, RC 8 Denver Certified 50,000e100,000 1938 LEED CI v3 Silver in 2011 CV, RC 12 San Jose Non-Certified 50,000e100,000 1971 NA CV, RC 9 San Jose Certified >500,000 1934 LEED EB v3 Gold in 2015 VAV, RC 12 Los Angeles Certified <50,000 1953 LEED EB v3 Platinum in 2013 VAV, RC 11 Los Angeles Certified <50,000 1929 Pending VAV, RC 10 a EB ¼ Existing Buildings, CI ¼ Commercial Interiors. CV ¼ Constant Volume, VAV ¼ Variable Air Volume, SP ¼ Single pass with energy recovery ventilator, RC ¼ Partial recirculation with reheat. IAQ as a key driver of cognitive function. In particular, CO2, TVOCs, and ventilation all have independent impacts on cognitive function, even at levels deemed to be acceptable by the relevant codes and standards [19,28,29,39]. Many office buildings on the market now fit the classification as high-performing by surpassing the ASHRAE Standard 62.1 ventilation requirement and having low TVOC concentrations (<250 mg/m3). The findings of this study indicate that even among high-performing buildings that meet these IEQ criteria, additional benefits to cognitive function and health may be achieved by seeking green building certification. Participants in high-performing, green certified buildings had better environmental perceptions, 30% fewer sick building symptoms, 26.4% higher cognitive function scores and 6.4% higher Sleep Scores than participants in the high-performing, non- certified buildings even after controlling for annual comparison, lowering TVOC concentrations from ~580 mg/m3 to ~40 mg/m3 caused a 61% increase in cognitive function scores in that study compared to 26.4% increase from working in a green certified building in this study. While much of the effect of green certification on cognitive test scores is unexplained, the effect may be partly attributed to several IEQ parameters. The green certified buildings were generally less humid than the non-certified buildings, and as a result a larger proportion of participants in these buildings were in the thermal comfort zone defined by ASHRAE 55 (Fig. S1). Participants outside this thermal comfort zone scored 5.4% lower on the cognitive simulations, but the finding was not statistically significant. The detriments to cognitive function align with previous research on Fig. 2. Cognitive scores and 95% confidence intervals for each domain of the SMS tool after controlling for participant, normalized to high-performing buildings, for participants in high-performing and high-performing, green certified buildings. Fig. 3. Effect of a) thermal comfort on cognitive function scores, b) yesterday's sleep on cognitive function scores, c) building classification on Sleep Scores, and d) light levels on Sleep Scores, using generalized linear mixed effect models with 95% confidence intervals, treating building and participant as random effects. The effect size for thermal comfort is comparing cognitive scores from tests taken by participants within the ASHRAE Standard 55-2013 comfort zone to those without. The effect sizes for yesterday's sleep and light correspond to a 25% change in Sleep Score and 300 lux change in illuminance respectively. thermal conditions and performance. In a review of 24 papers, Seppanen et al. found that work performance was optimized at€ temperatures within the ASHRAE Standard 55 zone, and that the benefits were seen using various different indicators of cognitive function ranging from simple cognitive tests to objectively reported work performance [43]. The impacts on the SMS tool indicate that high order decision-making may also be affected by these exposures. Not surprisingly, our study suggests that previous night's sleep is a driver of cognitive function scores. More interesting is that better Sleep Scores were associated with better lighting conditions in the building. This is biologically plausible, considering previous research linking exposure to daylighting or blue-enriched lighting before sleep to sleep repression. Warmer light colors, such as those at dusk, trigger the body to release melatonin, which has a fatiguing effect, and late-night screen use can delay or suppress the release of melatonin [44]. Similarly, a larger contrast between daytime light exposures and nighttime light exposures leads to a larger amplitude in daily melatonin secretion cycles [45]. Daylighting and blueenriched lighting during the day helps align the body's circadian rhythm and improve sleep quality at night [12]. This effect was observed in our study: brighter lighting in the office during the day was associated with higher Sleep Scores at night, and participants in the green certified buildings, which were generally brighter, had 6.4% higher Sleep Scores than those in the non-certified buildings. This finding supports previous research by Newsham et al. on sleep quality in green buildings [26]. Investigating real-world office buildings, as opposed to a simulated environment, posed several limitations on the study. First, the case-control study design required between-subject comparisons. To minimize baseline differences in cognitive function, we matched the buildings by tenant and job categories. Adding annual earnings, level of education, and job category to our models did not influence the effect size of building classification on cognitive function scores, nor were these factors statistically significantly associated with cognitive scores. Second, the environmental conditions were variable between buildings and could not be modified by the study team. The variability in exposures also limits the ability for the factors we did measure to produce a quantifiable effect. Third, missing data for some outcomes, such as sleep, reduced the power of those analyses. Fourth, while the sample size of participants was sufficiently powered, factors that vary on building level, such as ventilation system type, have a sample size of 10 and were underpowered. With this sample size we were not able to identify which individual green credits were drivers of better performance, nor were we able to obtain the same level of building-related design data from the non-certified buildings (precisely because they did not go through the certification process). As such, it is possible that green certification in our study may simply be a proxy for more relevant indicators of building performance. Fifth, we assessed the IEQ of the workstations of our participants, which may not be representative of the building as a whole. During our building assessment, we did not observe major differences in building systems, operation or maintenance for areas of the building in which we did not have participants. As the buildings were all high-performing, the results of the study may not be representative of conventional or problem buildings. In addition, the study population is representative of the general population of knowledge workers and may not be generalizable to other worker populations. The findings in this study hint at the complexity of understanding all of the building related factors that can influence human health and performance. The measured IEQ variables only accounted for part of the impact of green certification on productivity and health. Other aspects of the green certification process e such as commissioning of building systems, 3rd party reviews of IEQ performance, and the commitment to sustainability and health of owners and building managers e may play a role in how occupants perceive and perform in a building. Here, we advocate for a holistic, “buildingomics” approach. Omics research describes efforts to understand the totality of a given research field, currently best exemplified by genomics research and the ambitious undertaking of the Human Genome Project. This has spurred a set of related eomics research areas: transcriptomics, proteomics, metabolomics, epigenomics. And, in the field of exposure science, the relatively new and equally challenging efforts to characterize human exposures over the course of a person's lifetime e the exposome [46]. We now propose “buildingomics” to capture the complexity of the research of health in buildings. “Buildingomics” is the totality of factors in indoor environments that influence human health, well-being and productivity of people who work in those spaces. The primary challenge is that buildings serve a variety of purposes and the potential exposures span several fields of study; thus multi-disciplinary teams that include building scientists, exposure scientists, epidemiologists, toxicologists, materials scientists, architects, designers, and social/behavioral scientists are necessary to characterize all the building-related factors that influence health in buildings. 5. Conclusions Our findings show that in high-performing buildings additional benefits to health and productivity may be obtained through green certification. In a sample of 10 high-performing buildings, participants in green certified buildings had 26.4% higher cognitive function scores, better environmental perceptions and fewer symptoms than those in high-performing, non-certified buildings. This outcome may be partially explained by IEQ factors, including thermal conditions and lighting, but the findings suggest that the benefits of green certification standards go beyond measureable IEQ factors. Building-level factors may play an important role in occupant health and cognitive function yet have been largely overlooked. We describe the need for a holistic, “buildingomics” approach to studying the drivers of human health and performance in buildings. Acknowledgements We would like to acknowledge our partners who allowed our team to investigate the impact of buildings on their employees and tenants. We thank both the study participants and field staff for volunteering their time. We also thank the reviewers of this manuscript for their thoughtful comments that have strengthened the paper. This research was supported by a gift from United Technologies to the Center for Health and the Global Environment at the Harvard T.H. Chan School of Public Health. United Technologies was not involved in the recruitment of buildings or participants, data collection, data analysis, data presentation, or drafting of the manuscript. Dr. MacNaughton's time was supported by NIEHS environmental epidemiology training grant 5T32ES007069-35. Appendix A. Supplementary data Supplementary data related to this article can be found at http:// dx.doi.org/10.1016/j.buildenv.2016.11.041. References P. Wargocki, D. Wyon, J. Sundell, G. Clausen, P.O. 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Czeisler, High Sensitivity of the Human Circadian Melatonin Rhythm to Resetting by Short Wavelength Light, 2003 (0021e972X (Print)). N.N. Takasu, S. Hashimoto, Y. Yamanaka, Y. Tanahashi, A. Yamazaki, S. Honma, K.-I. Honma, Repeated exposures to daytime bright light increase nocturnal melatonin rise and maintain circadian phase in young subjects under fixed sleep schedule, Am. J. Physiology - Regul. Integr. Comp. Physiology 291 (6) (2006) R1799eR1807. S.M. Rappaport, Implications of the Exposome for Exposure Science, 2010 (1559e064X (Electronic)). Appendix 2: Tampa Bay Times Article CLEARWATER— A Latvian-born Water's Edge penthouse condo resident made a splash last year when he bought retail space at the base of the tower. Now he's expanding his reach downtown, snapping up the 11-story Bank of America building on Cleveland Street. Daniels Ikajevs, 32, didn't immediately return a call for comment on the $7.3 million purchase. But downtown boosters and city officials believe that local ownership of the landmark property at 600 Cleveland Street is good news for downtown. Clearwater's City Council appears poised to strike a deal to help Ikajevs better market his new property. "We're certainly hopeful that Ikajevs becomes more of a permanent owner, as opposed to a 'lease-up and sell' transitional owner and is more involved in the overall strategy for downtown," said Rod Irwin, assistant city manager for economic development. Irwin said Ikajevs bought the building from a Texas bank that specializes in buying foreclosed properties and attracting enough tenants to make them attractive buys. Right now, the 145,000-square-foot office building is about 70 percent leased. Ikajevs "seems to be interested in becoming a player in downtown development," said Irwin. One hurdle was adequate parking. On Monday, the City Council advanced a plan to lease 78 spaces in the city-owned Garden Avenue garage across the street to Ikajevs for $2,500 a month. In exchange, the city will get after-hours and weekend access to about 50 surface lot spots owned by Ikajevs. The final vote is scheduled for Thursday's council meeting. Ikajevs' latest buy is just the tip of the iceberg for downtown, said Bill Sturtevant, chairman of the Clearwater Downtown Partnership. "We've got major, major investors who have taken a very strong interest in downtown. It's what we've all been waiting for," Sturtevant said. As many as four other investors are looking at downtown parcels. They like what they see, especially the year-end opening of a refurbished Capitol Theatre, but want some answers on limited parking options, Sturtevant said. He declined to identify the other investors. Possible new tenants for the Bank of America building include a "blend" of tech firms and support services for the tech industry, Irwin said. Downtown planners and boosters hope to expand a tech sector that already employs several hundred workers. In June, the City Council picked a developer to build hundreds of high-end apartments and retail space in Prospect Lake, just east of downtown. They hope the development will help keep the young, highly-paid workers spending their leisure time and money in Clearwater instead of commuting to Tampa or St. Petersburg. Earlier this year, Ikajevs bought 10,000 square feet of ground-floor retail space in Water's Edge next to City Hall, where he said he planned to open a gelato shop. The shop hasn't opened yet. Ikajevs also bought five storefronts along the 500 block of Cleveland Street, the former home of Peter Gillham's Nutrition Center. He told the Tampa Bay Times at the time that he hoped to renovate and lease the storefronts in time for the Capitol Theatre's opening, now slated for December. They are still shuttered. A native of Latvia, a Baltic nation formally controlled by the Soviet Union, Ikajevs has lived in the area for more than a dozen years. He told the Times in April that because he is foreign-born and interested in buying downtown property, people often assume that he is a Scientologist. Ikajevs said he doesn't belong to the church. Charlie Frago can be reached at cfrago@tampabay.com or (727) 445-4159. You can follow him on Twitter @CharlieFrago Construction Contractor Fees Architectural Drawings and Fees Demolition MEP Engineering Mechanical Electrical Plumbing Dry Wall HVAC, VAV, Duct, Co2 Sensors, Controls Doors & Windows Painting Ceiling Wiring Flooring Fire Safety Specialties Finishes Technology & Lights Misc. Subtotal EXPENDITURES Description Budget Actual Permits, Project Supervision, Labor, Travel, Site Cleaning 33,000 Floor Plans, Site Layouts, Revisions, Travel 10,000 Removal of existing walls, carpet, cabinets, fixtures 5,500 Mechanical, Electrical, Plumbing Drawings 22,000 Equipment and Installation 100,000 Receptacles, Switches, Circuitry, Sensors, Fixtures 110,000 Equipment and Installation 24,000 Walls, Dividing Partitions, Ceiling 156,200 Installation, Relocation and Upgrades 88,950 Glass Work 186,000 Low or No VOC Paint, Painters 36,190 Wood, Slats, Beams, Exposed & Painted Areas 64,000 Mandatory Upgrades, Emergency/Exit 5,000 Concrete and Wood Covering 135,000 Sprinkler Adjustment, Strobes, Alarms 36,000 Hypo Allergenic Blinds, Refrigerator, convection oven, dishwasher, toilets 28,950 25,600 Poe Lights, Switches, Server, Cabling 152,000 1,218,390 - Difference 33,000 10,000 5,500 22,000 100,000 110,000 24,000 156,200 88,950 186,000 36,190 64,000 5,000 135,000 36,000 28,950 25,600 152,000 - 1,218,390 [GM17-9311-025/211151/1] Exhibit I CO-WORK MEMBERSHIP PLAN FOR CITY OF CLEARWATER AND SMALL BUSINESS SERVICES PARTNERS Location: Second and Third Floor 600 Cleveland St. Clearwater, FL 33755 Contact:Daniels Ikajevs, Owner Email:dikajevs@aol.com The following proposal is offered to the Municipality of the City of Clearwater and is effective after the Development Agreement has been approved. TERMS: Membership Plan Executive Suite Square Feet 190 Floor 2nd Floor Suite Term Five years from date of occupancy Cost FREE for duration of termApproximate Value $70,000.00 THE PLAN INCLUDES: The Ring onsite Community Manager Monday – Friday 8:00 am – 6:00 pm 24/7 access to Executive Suite on the 2nd Floor of The Ring Free Parking (available on a first-come-first-served basis) Free Mailing Address High Speed Secured Internet Paid Utilities (Water, Electricity, Cable) Print/Scan/Fax/Copy Services Telephony Provisions Unlimited Access to 2nd Floor Conference Room with reservations available on a first-come-first-served basis 20 hours/monthly of Conference Room Bookings (3rd Floor Main, Senses, Zen Conference Rooms) Ergonomic Furniture (4/each) Desks, Chairs and Mobile Storage Pedestals Tier 1 Priority Access to all Networking Events, Exhibitions, and Workshops Free Mind, Body, Soul Classes, Yoga and Self Defense Classes (TBD) Weekly Networking with over 100 Businesses [GM17-9311-025/211151/1] CITY OF CLEARWATER SPACE PLAN [GM17-9311-025/211240/1] Exhibit K Annual Reporting by The Ring Workspaces, LLC to the City of Clearwater Community Redevelopment Agency. The Ring Workspaces, LLC will be required to submit an Annual Report, herein known as “The Report,” to the City of Clearwater’s Community Redevelopment Agency (CRA). The Report will be due by the December 31st of each of the following years: 2018, 2019, 2020, 2021 and 2022. The report should be submitted via email in PDF format to the CRA Director. The information provided by The Ring Workspaces, LLC to the CRA will be used to measure the overall performance, progress and growth of The Ring and its members. The Report to include the following information: (A)Membership Total number of Members per Membership Type (Virtual Address, Co-working, Fight Club, Private Office) Bio of Companies within The Ring o Type, size, industry sector and number of employees and years in business Average length of each Membership Quarterly Occupancy Rate of Members Success Stories o Growth and expansion of Companies/Members internally and externally; number of jobs created, amount of capital raised (B)Events Number of Ring sponsored events Number of Community sponsored events Estimated number of attendees at events (C)The Ring Main Event / Venture Capital (Starting in 2019) Results: Panel of Venture Capitalists (brief bio of each VC), entities/members funded, amount of capital awarded and raised, and generally for what purpose (D)Marketing Quarterly website traffic and statistics Earned media coverage [GM17-9311-025/211240/1] (E)General -Lessons Learned / Indirect Benefits Based on Membership Surveys o How “The Ring” improves its Member recruitment, retention, amenities and services Indirect benefit of The Ring on Downtown Clearwater Economy o To include quantitative and qualitative data that may provide insight on the indirect benefits of The Ring in Downtown Clearwater (F) Partnerships Referrals between The Ring Workspaces LLC and City of Clearwater Small Business Services Partners [GM17-9311-025/211373/1] GUARANTY OF DEVELOPMENT AGREEMENT This Guaranty of that certain Development Agreement, dated the _____ day of ______________, 2017, by and between the Community Redevelopment Agency of the City of Clearwater, Florida (“CRA”) and The Ring Workspaces, LLC (“Ring”) is given by 600 Cleveland, LLC, a Florida limited liability company, (hereinafter “Guarantor”), to secure the obligations of Ring to CRA under the Agreement. 1.Obligation.In consideration of entering into the Agreement, the Guarantor hereby guarantees to CRA, its successors and assigns, that all obligations owed by Ring to CRA under the Agreement, shall be promptly performed in full, in accordance with the provisions thereof. 2.Successors and Assigns.This Guaranty shall be binding on the successors and assigns of the Guarantor and inure to the benefit of all successors and assigns of CRA. IN WITNESS WHEREOF, the undersigned have signed this Guaranty of Agreement on the ____ day of _________________, 2017. 600 CLEVELAND, LLC, a Florida limited liability company, BY: DANIELS IKAJEVS, Managing Member STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ____ day of ____________,2017, by DANIELS IDAJEVS, Managing Member of 600 Cleveland, LLC, a Florida limited liability company, on behalf of such limited liability company. He is [ ] personally known to me or has [ ] produced ___________________ as identification. (SEAL)Notary Public [GM17-9311-025/211164/1] PREPARED BY AND RETURN TO: TRASK DAIGNEAULT, LLP David E. Platte, Esq. 1001 S. Ft. Harrison Ave., Suite 201 Clearwater, Florida 33756 RELEASE OF MEMORANDUM OF DEVELOPMENT AGREEMENT KNOW ALL MEN BY THESE PRESENTS, WHEREAS, the Community Redevelopment Agency of the City of Clearwater, Florida (“Agency”) and The Ring Workspaces, LLC, (“Developer”) entered into that certain Development Agreement (the “Agreement”) dated the _____ day of __________________, 2017; and WHEREAS, to evidence the Agreement, Agency and Developer executed that certain Memorandum of Development Agreement dated the _____ day of _________________, 2017, (the “Memorandum”), which Memorandum was recorded in the Public Records of Pinellas County, Florida on the _____ day of ______________,2017 in Official Records Book ________, Page ________; and WHEREAS,each of the parties has fulfilled all of their obligations under the Agreement; and WHEREAS,the parties desire to release each other from all terms and provisions of the Memorandum and the Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties agree as follows: 1.Recitals. The Recitals contained hereinabove are true and accurate and are incorporated herein. 2.Release. Agency and Developer hereby release each other and any real property that may be encumbered by the Memorandum from all terms and provisions of the Agreement and the Memorandum. 3.Recordation. This Release shall be recorded in the Public Records of Pinellas County, Florida and shall operate to release and terminate any potential clouds on the title of any real property which may be encumbered by the Memorandum and the Agreement. IN WITNESS WHEREOF, the said parties have signed this Release as of the _____ day of ______________, 20___. [GM17-9311-025/211164/1] SIGNED, SEALED AND DELIVERED IN THE PRESENTS OF: WITNESSES:COMMUNITY REVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA BY: Print Name: George N. Cretekos Chairperson Print Name: Approved as to form: Attest: _________________________________________________________ Pamela K. Akin Rosemarie Call City Attorney City Clerk THE RING WORKSPACES, LLC BY: Print Name: Daniels Ikajevs, Managing Member Print Name: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _____ day of _____________, 20___, by Daniels Ikajevs, Managing member of The Ring Workspaces, LLC, a Florida limited liability company. He is [ ] personally known to me or [ ] produced a valid __________________ driver’s license as identification. Notary Public [GM17-9311-025/211164/1]