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12/04/2017Monday, December 4, 2017 1:00 PM City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 City Hall Chambers Community Redevelopment Agency Meeting Agenda December 4, 2017Community Redevelopment Agency Meeting Agenda 1. Call To Order 2. Approval of Minutes 2.1 Approve the minutes of the October 30, 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 Approve the transfer of additional funds in the amount of $1,500 from capital improvement project 388-94849, Downtown Gateway, to capital improvement project 388-94897, Pierce Street/Washington Avenue Property Acquisition. 4.2 Approve the proposed 2018 Community Redevelopment Agency Board meeting schedule and adopt CRA Resolution 17-04. 4.3 Approve amendments to the Public Gallery Management Agreement between the Community Redevelopment Agency (CRA) and Bazaar Art, LLC and authorize the appropriate officials to execute same. 5. Adjourn Page 2 City of Clearwater Printed on 11/21/2017 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-4085 Agenda Date: 12/4/2017 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: Community Redevelopment Agency Agenda Number: 2.1 SUBJECT/RECOMMENDATION: Approve the minutes of the October 30, 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 11/21/2017 Community Redevelopment Agency Meeting Minutes October 30, 2017 City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 Meeting Minutes Monday, October 30, 2017 1:00 PM Special CRA Meeting Council Chambers Community Redevelopment Agency Page 1 City of Clearwater Draft Community Redevelopment Agency Meeting Minutes October 30, 2017 Roll Call Present 4 - Chair George N. Cretekos, Trustee Doreen Caudell, Trustee Bob Cundiff, and Trustee Bill Jonson Absent 1 - Trustee Hoyt Hamilton Also Present – Jill Silverboard – Deputy City Manager, Micah Maxwell – Interim CRA Executive Director, Pamela K. Akin – City Attorney, Rosemarie Call – City Clerk, and Nicole Sprague – Official Records and Legislative Services Coordinator To provide continuity for research, items are listed in agenda order although not necessarily discussed in that order. Unapproved 1. Call To Order – Chair Cretekos The meeting was called to order at 1:06 p.m. at City Hall. 2. Approval of Minutes 2.1 Approve the minutes of the October 16, 2017 CRA Meeting as submitted in written summation by the City Clerk. Trustee Jonson moved to approve the minutes of the October 16, 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 Confirm the City Manager’s appointment of Micah Maxwell as the Interim CRA Executive Director. 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 2 City of Clearwater Draft Community Redevelopment Agency Meeting Minutes October 30, 2017 In response to a question, Assistant City Manager Micah Maxwell said a national search for a new CRA Executive Director is underway, with Resume Review beginning November 15, 2017. The recruitment process will remain open during the Resume Review period. Trustee Caudell moved to confirm the City Manager’s appointment of Micah Maxwell as the Interim CRA Executive Director. The motion was duly seconded and carried unanimously. 4.2 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. 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 Page 3 City of Clearwater Draft Community Redevelopment Agency Meeting Minutes October 30, 2017 December 31st of each year. APPROPRIATION CODE AND AMOUNT: Funds are available in capital improvement project 388-94893, to fund this contract. In response to questions, the City Attorney said a member can be a company and entitled to one membership; each member can have up to six offices. Each member is limited to a total of twelve desks. She said an office may have multiple desks. The desk limitation ensures one company cannot overtake the entire floor or facility, as well as providing a company the flexibility to have multiple spaces for various reasons. The membership for the City in The Ring facility is for the SPARK partners and includes space on the second floor. Interim CRA Executive Director Micah Maxwell said he has received a favorable reception from members of the Clearwater Downtown Partnership and Clearwater Regional Chamber of Commerce. The Ring co-owner Daniels Ikajevs said a third party vendor for coffee/tea service was considered but not pursued due to cost, insufficient space and security concerns. The facility will provide members tea, coffee and snacks from local vendors free of charge. Mr. Ikajevs said similar spaces in St. Petersburg and Tampa are larger and able to contract a third party vendor. Tampa Bay Wave received approximately $1 million from the City of Tampa. The City Attorney said The Wave is a business incubator and accelerator; the governmental funds were for the programs and not the co-work facility. She said certain members will have 24-hour access to the facility; air conditioning will run during certain hours of the week. The air conditioning limitation is not unusual for office builders. A concern was expressed with the CRA's contribution towards the project cost and restricted access to the facility outside of normal business hours. In response to questions, the City Attorney said the City will have an office that holds four desks and access to one conference room upon reservation. Mr. Maxwell said the City's office space would be 190 sq. ft. Mr. Ikajevs said the average per square-foot cost in Downtown for a Class A building is $18.50. The City Attorney said the co-working environment will allow the City to be close to SPARK partners and others who can assist with business development and entrepreneurship. Mr. Maxwell said the City of Belleair rented space at Station House for strategic Page 4 City of Clearwater Draft Community Redevelopment Agency Meeting Minutes October 30, 2017 planning. If The Ring violates the agreement, the funding by the CRA is reduced by 20% every year. Mr. Ikajevs said there are four levels of membership: one person show, one who desires a separate space or a company. The CRA's contribution would allow The Ring to provide amenities not seen in the Tampa Bay area. The co-working space business model is charged by the desk, not square-footage. For example, a business with three individuals with an open desk space membership will cost $99 per month; designated desk space for each employee will cost $250 per month. Members with designated desk space will have access to the main event, which is an annual event that provides members a 3-minute opportunity to pitch their business for funding. If the CRA approves the item, work can begin in a few months, with completion in March. The monthly rent for the smallest space is $300; the monthly rent for the City's space would be $1,000. Economic Development and Housing Director Denise Sanderson said Clearwater Business SPARK was founded as a network of different groups and organizations coming together to support entrepreneurship and small business development. There is a desire to have co-working space as part of the network; the co-working space would be an additional element that helps SPARK's mission (provide access to services for the entire spectrum of business development. Ms. Sanderson said the CRA currently offers a facade improvement program, an anchor tenant program and a sidewalk furniture program. An impact analysis was not conducted for this project; CRA policy does not require such analysis. Three individuals spoke in support. Comments were made that the project provides an opportunity to help businesses going through The Ring, investment diversity in Downtown, and that the private sector is placing a substantial amount of money in the project. Concern was expressed with the $600,000 CRA contribution to be provided by the CRA. Trustee Caudell moved to 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. The motion was duly seconded and carried with the following vote: Ayes: 3 - Trustee Caudell, Trustee Cundiff and Trustee Jonson Nays: 1 - Chair Cretekos Page 5 City of Clearwater Draft Community Redevelopment Agency Meeting Minutes October 30, 2017 5. Adjourn The meeting adjourned at 2:10 p.m. Chair Community Redevelopment Agency Attest City Clerk Page 6 City of Clearwater Draft Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-4064 Agenda Date: 12/4/2017 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Approve the transfer of additional funds in the amount of $1,500 from capital improvement project 388-94849, Downtown Gateway, to capital improvement project 388-94897, Pierce Street/Washington Avenue Property Acquisition. SUMMARY: On October 16, 2017, the CRA Board approved the purchase contract between the CRA and RDB Commercial Properties LLC over Parcel Identification Number: 15-29-15-65214-002-0150 with expenses not to exceed $255,800. The quotes for closing related costs, environmental audit and boundary survey, for this item, came in slightly higher than anticipated. The CRA is asking to amend the expenses not to exceed from $255,800 to $257,300 to cover these necessary costs. APPROPRIATION CODE AND AMOUNT: A first quarter budget amendment will provide a transfer of $1,500 from capital improvement project 388-94849, Downtown Gateway, to capital improvement project 388-94897, Pierce St/Washington Ave Property Acquisition, to fund this contract amendment. Page 1 City of Clearwater Printed on 11/21/2017 COURT ST CLEVELAND ST S MADISON AVE S PROSPECT AVE GOULD ST PIERCE ST LAURA ST EWING AVE CHESTNUT ST S WASHINGTON AVE PARK ST S MARTIN LUTHER KING, JR. AVE GROVE ST EWING PL BOOTH AVE BROWNELL ST NE CLEVELAND ST N PROSPECT AVEBROWNELL ST LOCATION MAP ²Prepared by:Engineering DepartmentGeographic Technology Division100 S. Myrtle Ave, Clearwater, FL 33756Ph: (727)562-4750, Fax: (727)526-4755www.MyClearwater.com JB TM N.T.S.287A 15-29s-15e09/28/2017Map Gen By:Reviewed By:S-T-R:Grid #:Date:Scale: PROPOSED CRA ACQUISITIONPARCEL ID: 15-29-15-65214-002-0150 Path: S:\ENV\Jim Benwell\GIS\Proposed CRA Acquisition.mxd SITE LOCATION Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-4065 Agenda Date: 12/4/2017 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.2 SUBJECT/RECOMMENDATION: Approve the proposed 2018 Community Redevelopment Agency Board meeting schedule and adopt CRA Resolution 17-04. SUMMARY: Community Redevelopment Agency staff has prepared the proposed meeting schedule of the City of Clearwater Community Redevelopment Agency (CRA) Board for the calendar year 2018. CRA Board meetings will be held monthly in the City Council Chambers, 3rd Floor City Hall. The meeting schedule will be posted on the CRA’s website, with separate meeting notices provided by the City Clerk’s Office and noted on the City’s website prior to each meeting. If there is no action for the Board to consider at a scheduled meeting, staff will recommend the meeting be cancelled. Changes to the dates may be required to accommodate needs of Board member and/or CRA staff. If there is a need for a special meeting, CRA staff will notify the Board and the meeting will be noticed by the City Clerk’s Office as well as the City’s website. Page 1 City of Clearwater Printed on 11/21/2017 Resolution No. 17-04 RESOLUTION NO 17-04 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, ADOPTING THE CRA 2018MEETING SCHEDULE; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Community Redevelopment Agency (CRA) annual meeting schedule requirements have been clarified and Section 189.015 and Chapter 286, of the Florida Statues require that CRA’s adopt their annual meeting schedule by resolution, now, therefore, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA: Section 1. Adopt the CRA 2018 Regular Meeting Schedule as outlined on Exhibit A. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 4th day of December, 2017. ____________________________ George N. Cretekos Chairman Approved as to form: Attest: _______________________________________________________ Pamela K. Akin Rosemarie CallCity Attorney City Clerk Exhibit A City of Clearwater Community Redevelopment Agency Board 2018 Meeting Schedule 1. Tuesday, January 16, 2018- 9:00am 2. Monday, February 12, 2018- 1:00pm 3. Monday, March 12, 2018- 1:00pm 4. Monday, April 2, 2018- 1:00pm 5. Monday, April 30, 2018- 1:00pm 6. Monday, June 4, 2018- 1:00pm 7. Monday, July 16, 2018- 1:00pm 8. Monday, August 13, 2018- 1:00pm 9. Monday, September 4, 2018- 9:00am 10. Monday, October 1, 2018- 1:00pm 11. Monday, October, 29, 2018- 1:00pm 12. Monday, December 3, 2018-1:00pm This is the regular City of Clearwater Community Redevelopment Agency (CRA) Board meeting schedule. If possible, meeting announcements, to include cancellations, will be made at least one week in advance of each meeting. Changes to the regular schedule may be required to meet quorum requirements: special meetings may also be required. Unless otherwise noted, meeting will be held in the City Council Chambers on the 3rd Floor of City Hall, 112 South Osceola Avenue. Please note that anyone wanting to appeal an official decision made by the CRA Board on any subject at a meeting must have a verbatim record of the meeting that includes the testimony and evidence on which the appeal is based. If you have any questions, please contact Rosemarie Call at 727-562-4090 or rosemarie.call@myclearwater.com Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-4077 Agenda Date: 12/4/2017 Status: Approval ReviewVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.3 SUBJECT/RECOMMENDATION: Approve amendments to the Public Gallery Management Agreement between the Community Redevelopment Agency (CRA) and Bazaar Art, LLC and authorize the appropriate officials to execute same. SUMMARY: On May 30, 2017, a six-month lease agreement was approved by the Board of Trustees between the Community Redevelopment Agency (CRA) and Water’s Edge Commercial Group, LLC for the property located at 331 Cleveland St., Suite A for the purposes of a studio, gallery, public assembly space and consignment shop. Per the lease agreement, an automatic six-month renewal is in effect, commencing on December 1, 2017. On July 31, 2017, an agreement between the CRA and Bazaar Art, LLC was approved by the Board of Trustees for the loan and exhibition of artwork and management of a gallery space for a term of six-months, with an option to renew for an additional six months. The proposed amendments are to better align the terms of the management agreement with the lease terms and to incorporate a monthly management fee into the agreement. Bazaar Art and its members will continue staffing the gallery at times and dates coordinated with activities in Downtown Clearwater. Additionally, Bazaar Art will develop studio programming and host monthly exhibits. The CRA will fund Bazaar Art $1500 per month for management services. The CRA will continue sharing the retail space with Bazaar Art for a collaborative, coordinated initiative to foster public art and engagement in Downtown. The CRA utilizes the leased space to house a Second Century Clearwater exhibit. The exhibit features the Imagine Clearwater - Bluff Master Plan and showcases additional Second Century Clearwater (formerly referred to as ULI) priority projects. APPROPRIATION CODE AND AMOUNT: Funding for management services to be provided by CRA funding code 388-94885 - ULI Implementation. Page 1 City of Clearwater Printed on 11/21/2017 FIRST AMENDMENT TO PUBLIC GALLERY MANAGEMENT AGREEMENT This First Amendment to the agreement for loan and exhibition of artwork, and management of a gallery space, made and entered into on this _____ day of ____________, 20____ by and between Bazaar Art, LLC (hereafter called “Bazaar Art”) whose address is 3748 Moog Rd., Holiday, FL 34691 and the Community Redevelopment Agency of the City of Clearwater, Florida (hereafter called the “CRA”), a redevelopment agency established pursuant to law, located at 112 South Osceola Ave., Clearwater, FL 33756. Whereas the CRA wishes to contract with Bazaar Art to program and manage the property located at 100 North Osceola Avenue331 Cleveland St, Suite A, Clearwater, FL 33756 for the purposes of an artist studio, gallery, public assembly space, and art consignment shop; and Whereas Bazaar Art wishes to occupy, program, and manage the property located at 331 Cleveland Street No. C331 Cleveland St., Suite A for use as an artist studio, gallery, public assembly space, and art consignment shop. Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, it is hereby agreed by and between the parties as follows: 1. RECITALS: 1.1 The conditions set forth in this agreement apply solely to the property located at 331 Cleveland Street No. C 331 Cleveland St., Suite A and the agreement between Bazaar Art and the CRA and cannot be altered, changed, waived or otherwise amended except as agreed upon in writing by both parties. 2. TERM: 2.1 The CRA hereby agrees to contract with Bazaar Art for a period of six (6) months gallery management services, commencing on ______December 4,, 2017 (“Commencement Date”) and continuing through and terminating on ______May 31, 2017, 2018 (“Termination Date”) unless [GM17-9311-021/205990/1] 1 earlier terminated under the terms of this agreement. This agreement may be extended for one (1), six-month renewal, 30 days in advance of the expiration under the same terms and conditions by mutual written agreement of both parties. . 3. BAZAAR ART RESPONSIBILITIES: 3.1 Bazaar Art and its members are responsible for the management and staffing of the public gallery space including, but not limited to the following times and details: a. Wednesday – Friday (11:00 am – 5:30 pm) and Saturday (11:00 am – 4:00 pm). b. As necessary, and based upon public interest, gallery hours may be expanded by a mutual agreement of both parties. c. Evening hours as further described in 3.3 3.2 Bazaar Art will provide a business manager and an assistant business manager to handle all administrative functions necessary for the responsible management and programming of the public gallery space. a. The business manager , and/or the assistant business manager, will serve as the liaison for all coordination and communications with CRA staff. b. The business manager and assistance business manager will coordinate with the CRA in the initial setup and build-out of the public gallery space. c. Should the need arise, the business manager , and/or the assistant business manager, will coordinate with the necessary security personnel (City police department, building security officer) to ensure the safety of the public gallery space, its occupants, and the materials contained within. 3.3 Bazaar Art and its members will staff the gallery at times and dates coordinated with activities in the Downtown and Cleveland Street District. These activities include, but are not limited to City and CRA sponsored and co-sponsored events.: Blast Friday; Pierce Street Market or other similar market; significant events at the Capitol Theatre; other major events in the Downtown and Cleveland Street District. 3.4 Bazaar Art and its members are encouraged to participate and integrate with activities in the Downtown and Cleveland Street District through direct participation, support of marketing and advertising, and attendance or performances at such events. 3.5 Bazaar Art and its members will coordinate 1-2 events per month, to be dictated by season, attendance, and availability of resources. Bazaar Art will also coordinate with the CRA, City and [GM17-9311-021/205990/1] 2 other non-profit and community groups to provide assembly and meeting space for various events and activities. a. Events may include, but are not limited to: Paint-ins or plein aire events; demonstrations and discussions (Lunch and Learn); special exhibitions and shows for member artists; lecture series; and other events that coordinate with themes and programs of other CRA and City functions in the Downtown and Cleveland Street District. 3.6 Bazaar Art and its members will maintain a record of metrics such as number of exhibitions, programs and attendance. These metrics will be provided, at request, to the CRA as part of regular management updates. Additionally, Bazaar Art will provide a quarterly progress update to the CRA due on December 15, 2017, March 15, 2018 and June 15, 2018. 4. CITY CRA RESPONSIBILITIES: 4.1 The CRA will work with the property owner to make necessary renovations and/or improvements to the public gallery space to ensure that it is ready for occupationoccupancy. 4.2 The CRA will provide Bazaar Art and its members access and use of the public gallery space free of charge. 4.3 The CRA will be responsible for the monthly WiFi, internet and phone expense. 4.4 The CRA agrees to provide funding in the amount of One Thousand Five Hundred dollars ($1500) per month to Bazaar Art. Payments will be made to Bazaar Art for gallery management services and to partially fund costs incurred in providing the activities authorized by this agreement. Payments will be made within thirty (30) days of receipt of invoice. 4.35 The CRA will provide a suitable artwork hanging system for displaying 2-dimensional and wall art. The City and Bazaar Art will agree to arrange for other display methods as needs dictate. 4.46 The CRA and Bazaar Art will develop an agreed-upon system of metrics of success for evaluating the performance of Bazaar Art as the public gallery space managers. These metrics will be controllable items such as, but not limited to: number of exhibitions per month, social media posts, and number of programs or activities per month. 4.57 The CRA and Bazaar Art will have regular meetings of no less than one time per month to assess the progress and success of the programs, and operations, and layout of the public gallery space. 4.4.68 The CRA will work with Bazaar Art and its members to create exterior signage for the public gallery space. 4.79 The CRA will promote the public gallery space and its programs through normal CRA and City communications, such as www.myclearwater.com; the City’s Facebook page; internal staff communications; press releases; flyers; and messages to partner organizations. [GM17-9311-021/205990/1] 3 4.810 In the event that the public gallery space must vacate its location prior to the expiration of this agreement, the CRA will notify Bazaar Art in an appropriate duration of time, no less than 30 days if feasible, and will make a good faith effort to relocate Bazaar Art and its members to another location. 5. PUBLIC GALLERY SPACE MANAGEMENT 5.1 The CRA will identify a section of the space to be used by Bazaar Art and its members not to exceed 1800 square feet, and the CRA will retain the ability to modify or adjust the floor plan and exhibit layout accordingly to accommodate programming and events. 5.2 Bazaar Art and its members will be responsible for providing program coordinators, artists, and artists in residence with all necessary materials such as tables, shelving, and cabinetry essential to facilitate an active work space. a. Artists will provide their own art supplies and any special materials such as lighting, easels, chairs, and other objects specific and individualized to the artist’s needs. 5.3 Bazaar Art and its members, and artists in residence, will maintain the public gallery space in a clean and orderly manner. 5.4 Only 2-dimensional work and certain pre-approved 3-dimensional work, such as, but not limited to: painting, drawing, photography, etching, watercolor and other similar media will be produced in the public gallery space. Any materials leaving a residue such as ceramics and pottery, sculpting, and other techniques involving dangerous materials such as welding, acid etching, and open flames, are not permitted in the public gallery space. 5.5 Bazaar Art and its members will promote the public gallery space and its programs through their membership website, social media profiles, and community connections. 5.6 Bazaar Art will be responsible for their portion of utilities in a percentage agreed upon by both parties .payment of the monthly electric bill and the CRA will reimburse Bazaar Art 50% of the expense. 5.7 Bazaar Art will use the space as a regular assembly area for their membership meetings and activities. 5.8 All subcontractors organized by Bazaar Art must be insured with respects to general liability, and, where applicable, workers’ compensation, either independently or listed as additionally insured under Bazaar Art’s policy. All contractors and subcontractors must list the City of Clearwater as additionally insured on all applicable insurance coverage. 6. SALES: [GM17-9311-021/205990/1] 4 6.1 Bazaar Art and its members will maintain a constant and revolving exhibition of artwork at the public gallery space. All artwork will be available for sale. The CRA will take no commission on sales made in the public gallery space. Bazaar Art members shall be solely responsible for payment, if any, of sales taxes due. 6.2 Sales are to be conducted by invoice or through direct electronic sale (Square, credit card, etc). No cash is to be kept on the premises at any time. 6.3 Bazaar Art and its members will provide an ongoing gallery inventory and will be responsible for maintaining records for all sales and processing for all artwork sold in the public gallery space. 6.4 Bazaar Art and its members will, upon request, submit an accounting of all sales and financial activities to the CRA. 7. INSURANCE: 7.1 Bazaar Art and its members, acknowledge that the CRA will not provide any insurance coverage for the items on display while they are located in the public gallery space. The exhibiting artists will waive any and all subrogation rights against the CRA and City for any damage to, destruction of, theft of, loss of, or other casualty to the times while they are located on display within the public gallery space. 7.2 Bazaar Art will provide proof of general liability insurance coverage in the amount of $1,000,000 per occurrence and list the following entities as additionally insured: City of Clearwater; Clearwater Community Revitalization Redevelopment Agency; Water’s Edge; and Daniels Ikajevs, property owner. 8. INDEMNIFICATION: 8.1 Bazaar Art and its members agree to indemnify and hold free and harmless, assume legal liability for and defend the City of Clearwater and its officers, employees, agents, and servants, whether they are current or former, from and against any and all actions, claims, liabilities, assertions of liability, losses, costs and expenses, in law or in equity, including but not limited to attorney’s fees at trial and appellate levels, reasonable investigative and discovery costs, court costs, or claims for bodily injury or death of persons and for loss of or damage to property, except as provided for herein, of every kind and nature whatsoever, which in any manner directly or indirectly may arise or be alleged to have arisen, from the installation or display of the loaned items or as a result of the duties and obligations as required by this exhibition agreement that which has resulted or alleged to have resulted from the negligent acts or omissions or other wrongful conduct of or the infringement of any copyright by the lender. [GM17-9311-021/205990/1] 5 8.2 Bazaar Art and its members agree to indemnify the CRA and City of Clearwater and its officers, employees, agents, and servants, whether they are current or former, from and against any claims caused by vendors, subcontractors or volunteers retained by Bazaar Art. 8.3 Any vendors, subcontractors and volunteers working with minors retained by Bazaar Art, are background screened, and if they aren’t, Bazaar Art will indemnify and defend the CRA and City of Clearwater and its officers, employees, agents, and servant, whether they are current or former, from any claims they may cause. 9. DEFAULT: 9.1 Failure or refusal of Bazaar Art or its members to perform or do any act herein required shall constitute a default. In the event of a default, in addition to any other remedy available to the CRA, the CRA, upon thirty (30) days written notice, may terminate this agreement. Such termination does not waive any other legal remedies available to the CRA. Clearwater Community Redevelopment Agency Attn: Seth TaylorCRA, Director 112 South Osceola Ave. Clearwater, FL 33756 Bazaar Art, LLC Attn: Jennifer Pearl 3748 Moog Rd. Holiday, FL 34691 In witness thereof, the parties hereto have caused this Public Gallery Management Agreement to be executed on the date first above written. ____________________________________ Bazaar Art LLC representative COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA [GM17-9311-021/205990/1] 6 By: __________________________ George N. Cretekos Chairperson Approved as to form: Attest: ________________________ ______________________________ Pamela K. Akin Rosemarie Call City Attorney City Clerk [GM17-9311-021/205990/1] 7 FIRST AMENDMENT TO PUBLIC GALLERY MANAGEMENT AGREEMENT This First Amendment to the agreement for loan and exhibition of artwork, and management of a gallery space, made and entered into on this _____ day of ____________, 20____ by and between Bazaar Art, LLC (hereafter called “Bazaar Art”) whose address is 3748 Moog Rd., Holiday, FL 34691 and the Community Redevelopment Agency of the City of Clearwater, Florida (hereafter called the “CRA”), a redevelopment agency established pursuant to law, located at 112 South Osceola Ave., Clearwater, FL 33756. Whereas the CRA wishes to contract with Bazaar Art to program and manage the property located at 331 Cleveland St, Suite A, Clearwater, FL 33756 for the purposes of an artist studio, gallery, public assembly space, and art consignment shop; and Whereas Bazaar Art wishes to occupy, program, and manage the property located at 331 Cleveland St., Suite A for use as an artist studio, gallery, public assembly space, and art consignment shop. Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, it is hereby agreed by and between the parties as follows: 1. RECITALS: 1.1 The conditions set forth in this agreement apply solely to the property located at 331 Cleveland St., Suite A and the agreement between Bazaar Art and the CRA cannot be altered, changed, waived or otherwise amended except as agreed upon in writing by both parties. 2. TERM: 2.1 The CRA hereby agrees to contract with Bazaar Art for gallery management services, commencing on December 4, 2017 (“Commencement Date”) and continuing through May 31, 2018 (“Termination Date”) unless earlier terminated under the terms of this agreement. This agreement may be extended for one (1), six-month renewal, 30 days in advance of the expiration under the same terms and conditions by mutual written agreement of both parties. 1 3. BAZAAR ART RESPONSIBILITIES: 3.1 Bazaar Art and its members are responsible for the management and staffing of the public gallery space including, but not limited to the following times and details: a. Wednesday – Friday (11:00 am – 5:30 pm) and Saturday (11:00 am – 4:00 pm). b. As necessary, and based upon public interest, gallery hours may be expanded by a mutual agreement of both parties. c. Evening hours as further described in 3.3 3.2 Bazaar Art will provide a business manager to handle all administrative functions necessary for the responsible management and programming of the public gallery space. a. The business manager will serve as the liaison for all coordination and communications with CRA staff. b. The business manager will coordinate with the CRA in the initial setup and build-out of the public gallery space. c. Should the need arise, the business manager will coordinate with the necessary security personnel (City police department, building security officer) to ensure the safety of the public gallery space, its occupants, and the materials contained within. 3.3 Bazaar Art and its members will staff the gallery at times and dates coordinated with activities in the Downtown and Cleveland Street District. These activities include, but are not limited to City and CRA sponsored and co-sponsored events. 3.4 Bazaar Art and its members are encouraged to participate and integrate with activities in the Downtown and Cleveland Street District through direct participation, support of marketing and advertising, and attendance or performances at such events. 3.5 Bazaar Art and its members will coordinate 1-2 events per month, to be dictated by season, attendance, and availability of resources. Bazaar Art will also coordinate with the CRA, City and other non-profit and community groups to provide assembly and meeting space for various events and activities. a. Events may include, but are not limited to: Paint-ins or plein aire events; demonstrations and discussions (Lunch and Learn); special exhibitions and shows for member artists; lecture series; and other events that coordinate with themes and programs of other CRA and City functions in the Downtown and Cleveland Street District. 3.6 Bazaar Art and its members will maintain a record of metrics such as number of exhibitions, programs and attendance. These metrics will be provided, at request, to the CRA as part of 2 regular management updates. Additionally, Bazaar Art will provide a quarterly progress update to the CRA due on December 15, 2017, March 15, 2018 and June 15, 2018. 4. CRA RESPONSIBILITIES: 4.1 The CRA will work with the property owner to make necessary renovations and/or improvements to the public gallery space to ensure that it is ready for occupancy. 4.2 The CRA will provide Bazaar Art and its members access and use of the public gallery space free of charge. 4.3 The CRA will be responsible for the monthly WiFi, internet and phone expense. 4.4 The CRA agrees to provide funding in the amount of One Thousand Five Hundred dollars ($1500) per month to Bazaar Art. Payments will be made to Bazaar Art for gallery management services and to partially fund costs incurred in providing the activities authorized by this agreement. Payments will be made within thirty (30) days of receipt of invoice. 4.5 The CRA will provide a suitable artwork hanging system for displaying 2-dimensional and wall art. The City and Bazaar Art will agree to arrange for other display methods as needs dictate. 4.6 The CRA and Bazaar Art will develop an agreed-upon system of metrics of success for evaluating the performance of Bazaar Art as the public gallery space managers. These metrics will be controllable items such as, but not limited to: number of exhibitions per month, social media posts, and number of programs or activities per month. 4.7 The CRA and Bazaar Art will have regular meetings of no less than one time per month to assess the progress and success of the programs, operations, and layout of the space. 4.8 The CRA will work with Bazaar Art and its members to create exterior signage for the public gallery space. 4.9 The CRA will promote the public gallery space and its programs through normal CRA and City communications, such as www.myclearwater.com; the City’s Facebook page; internal staff communications; press releases; flyers; and messages to partner organizations. 4.10 In the event that the public gallery space must vacate its location prior to the expiration of this agreement, the CRA will notify Bazaar Art in an appropriate duration of time, no less than 30 days if feasible, and will make a good faith effort to relocate Bazaar Art and its members to another location. 5. PUBLIC GALLERY SPACE MANAGEMENT 3 5.1 The CRA will identify a section of the space to be used by Bazaar Art and its members not to exceed 1800 square feet, and the CRA will retain the ability to modify or adjust the floor plan and exhibit layout accordingly to accommodate programming and events. 5.2 Bazaar Art and its members will be responsible for providing program coordinators, artists, and artists in residence with all necessary materials such as tables, shelving, and cabinetry essential to facilitate an active work space. a. Artists will provide their own art supplies and any special materials such as lighting, easels, chairs, and other objects specific and individualized to the artist’s needs. 5.3 Bazaar Art and its members, and artists in residence, will maintain the public gallery space in a clean and orderly manner. 5.4 Only 2-dimensional work and certain pre-approved 3-dimensional work, such as, but not limited to: painting, drawing, photography, etching, watercolor and other similar media will be produced in the public gallery space. Any materials leaving a residue such as ceramics and pottery, sculpting, and other techniques involving dangerous materials such as welding, acid etching, and open flames, are not permitted in the public gallery space. 5.5 Bazaar Art and its members will promote the public gallery space and its programs through their membership website, social media profiles, and community connections. 5.6 Bazaar Art will be responsible for payment of the monthly electric bill and the CRA will reimburse Bazaar Art 50% of the expense. 5.7 Bazaar Art will use the space as a regular assembly area for their membership meetings and activities. 5.8 All subcontractors organized by Bazaar Art must be insured with respects to general liability, and, where applicable, workers’ compensation, either independently or listed as additionally insured under Bazaar Art’s policy. All contractors and subcontractors must list the City of Clearwater as additionally insured on all applicable insurance coverage. 6. SALES: 6.1 Bazaar Art and its members will maintain a constant and revolving exhibition of artwork at the public gallery space. All artwork will be available for sale. The CRA will take no commission on sales made in the public gallery space. Bazaar Art members shall be solely responsible for payment, if any, of sales taxes due. 6.2 Sales are to be conducted by invoice or through direct electronic sale (Square, credit card, etc). No cash is to be kept on the premises at any time. 4 6.3 Bazaar Art and its members will provide an ongoing gallery inventory and will be responsible for maintaining records for all sales and processing for all artwork sold in the public gallery space. 6.4 Bazaar Art and its members will, upon request, submit an accounting of all sales and financial activities to the CRA. 7. INSURANCE: 7.1 Bazaar Art and its members, acknowledge that the CRA will not provide any insurance coverage for the items on display while they are located in the public gallery space. The exhibiting artists will waive any and all subrogation rights against the CRA and City for any damage to, destruction of, theft of, loss of, or other casualty to the times while they are located on display within the public gallery space. 7.2 Bazaar Art will provide proof of general liability insurance coverage in the amount of $1,000,000 per occurrence and list the following entities as additionally insured: City of Clearwater; Clearwater Community Redevelopment Agency; Water’s Edge; and Daniels Ikajevs, property owner. 8. INDEMNIFICATION: 8.1 Bazaar Art and its members agree to indemnify and hold free and harmless, assume legal liability for and defend the City of Clearwater and its officers, employees, agents, and servants, whether they are current or former, from and against any and all actions, claims, liabilities, assertions of liability, losses, costs and expenses, in law or in equity, including but not limited to attorney’s fees at trial and appellate levels, reasonable investigative and discovery costs, court costs, or claims for bodily injury or death of persons and for loss of or damage to property, except as provided for herein, of every kind and nature whatsoever, which in any manner directly or indirectly may arise or be alleged to have arisen, from the installation or display of the loaned items or as a result of the duties and obligations as required by this exhibition agreement that which has resulted or alleged to have resulted from the negligent acts or omissions or other wrongful conduct of or the infringement of any copyright by the lender. 8.2 Bazaar Art and its members agree to indemnify the CRA and City of Clearwater and its officers, employees, agents, and servants, whether they are current or former, from and against any claims caused by vendors, subcontractors or volunteers retained by Bazaar Art. 8.3 Any vendors, subcontractors and volunteers working with minors retained by Bazaar Art, are background screened, and if they aren’t, Bazaar Art will indemnify and defend the CRA and City 5 of Clearwater and its officers, employees, agents, and servant, whether they are current or former, from any claims they may cause. 9. DEFAULT: 9.1 Failure or refusal of Bazaar Art or its members to perform or do any act herein required shall constitute a default. In the event of a default, in addition to any other remedy available to the CRA, the CRA, upon thirty (30) days written notice, may terminate this agreement. Such termination does not waive any other legal remedies available to the CRA. Clearwater Community Redevelopment Agency Attn: CRA Director 112 South Osceola Ave. Clearwater, FL 33756 Bazaar Art, LLC Attn: Jennifer Pearl 3748 Moog Rd. Holiday, FL 34691 In witness thereof, the parties hereto have caused this Public Gallery Management Agreement to be executed on the date first above written. ____________________________________ Bazaar Art LLC representative COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: __________________________ George N. Cretekos Chairperson Approved as to form: Attest: 6 ________________________ ______________________________ Pamela K. Akin Rosemarie Call City Attorney City Clerk 7