LOAN TO GRANT AGREEMENT - ANCHOR TENANT INCENTIVE PROGRAMANCHOR TENANT INCENTIVE PROGRAM
LOAN TO GRANT AGREEMENT
418 CLEVELAND STREET, CLEARWATER, FL 33756
CLEARSKYZ CAFE III, LLC D/B/A CLEARSKY ON CLEVELAND
THIS AGREEMENT, entered into this Il day oft jv , 2018, 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 Clearskyz Cafe III, LLC
whose address is 418 Cleveland St., Clearwater, FL 33756 (hereinafter "Borrower").
WITNESSETH
WHEREAS, the CRA has committed CRA funds to be applied to the recruitment
and relocation of businesses to the Community Redevelopment Area (CRA
Redevelopment Incentive Funding); and
WHEREAS, the CRA adopted the Anchor Tenant Incentive Program to attract
businesses downtown by providing loan -to -grant funding to commercial tenants to assist
with interior building improvements; and
WHEREAS, the ClearSky on Cleveland is an anchor restaurant full service food and
drink establishment requesting assistance with the costs of reconstruction of the space,
specifically interior renovation cost for ADA requirements, kitchen hood, grease trap,
electrical service and other necessary improvements;
NOW THEREFORE, in consideration of the premises, the mutual covenants, and
promises contained herein, and other good and valuable consideration, the Grantee and
the CRA agree and covenant each with the other as follows:
A. GENERALLY
1. Recitals. The foregoing recitals are true and correct and are incorporated in and
form a part of this Agreement.
2. The Borrower hereby certifies that he is the tenant under a 10 year Lease
Agreement dated May 1, 2016, of 418 Cleveland Street, Clearwater, FL 33756, a
copy of which is attached hereto as Exhibit A.
3. In order for the property to be usable for the proposed restaurant use, certain
improvements described in Exhibit B attached hereto, were required to be made.
The Landlord was unwilling to make said improvements.
B. PROGRAM FUNDING
1. The loan amount to the Borrower is $100,000.
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Page 1 of 3
2. The 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 CRA will forgive at a
rate of twenty percent (20%) per year over the five-year loan term.
3. Loan funds shall be paid for satisfactorily completed Work. Loan funds will be for
reimbursed upon evidence of payment submitted to CRA. The Borrower shall
submit Contractor invoices to the CRA, in a format acceptable to the CRA, along
with evidence of payment for processing and reimbursement.
4. The Project may not be altered, modified, removed or demolished without prior
written approval of the CRA. In addition, the business may not be demolished, sold,
or otherwise transferred without prior CRA approval. Any of these actions may
result in a repayment/reimbursement of the subject funds to the CRA by the
Borrower.
5. The Borrower agrees to repay the CRA the loan balance if he/she fails to perform
any of the covenants or agreements contained in the approved Application, or this
Agreement (incorporated documents included). CRA may terminate this contract
immediately if Borrower fails to cure a default after written demand of CRA within a
period of fifteen (15) days.
C. TERM OF AGREEMENT
1. The term of the agreement shall be five years from execution of the agreement.,
The executed Agreement represents the CRA's approval of the loan to grant to the
Grantee.
D. DEFAULT BY GRANTEE
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 Agreement:
Failure to maintain the improvements, as determined by the CRA in its sole
discretion, for a period equal to the term of the loan.
E. MISCELLANEOUS PROVISIONS
1. This Agreement provides neither a representation nor assurance that the Project can be
developed and carried through to completion by the Borrower at the property herein
described. The intent of the Agreement is to provide a mutually agreed upon framework by
which the CRA will provide loan -to -grant funds to the Borrower, provided that all
requirements have been and remain satisfied.
2. To the extent permissible by law, the Borrower hereby expressly waives any cause of
action they may have arising from or pertaining to the provisions of Florida Statute 520.60,
et seq., with respect to the City or the CRA.
3. No member, officer or employee of the City, CRA or its designees or agents, and no other
public official of such locality who exercises any functions or responsibilities with respect to
this agreement during his tenure or for one year thereafter shall have any interest, direct or
indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in
connection with this contract.
[GM18-9311-035/227126/1] Revision Date: 11/7/18
Page 2 of 3
4. This Agreement shall be governed by the laws of the State of Florida, and venue shall be in
Pinellas County.
5. Should any section or part of any section of this Agreement 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 Contract.
6. This Agreement is non -assignable by either party and constitutes the entire Agreement
between the Borrower and CRA and all prior or contemporaneous, oral and written
agreements or representations of any nature with reference to the subject of the agreement
are canceled and superseded by the provisions of this agreement.
IN WITNESS WHEREOF, the Grantee and 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. This Agreement is executed in two original
copies of which one is to be delivered to the Grantee and one to the CRA.
ApfJroved a to form:
K m
P ela K. Akin
City Attorney
GRANTEE: Clear
By:
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA
By: 'Cteorittt n;CfrO5
George N. Cretekos
Chairperson
Attest:
Rosemarie Call
City Clerk
\\\` OPMENT //i,
0 ?ORATE
�� v,
I, LLC d/b/a ClearSky on Cleveland
ani Shouv in
STATE OF FLORIDA ]
COUNTY OF PINELLAS ]
The foregoing instrument was acknowledged before me thi (bay of NOV f • ?MO by
Daniel Shouvlin, who is personally known to me or who has produced a drivers license
as identification.
My emission expires:
111110,
Notary Pu. is
[G M 18-9311-035/227126/1 ]
Revision Date: 11/7/18
Page 3 of 3
CITY OF CLEARWATER COMMUNITY REDEVELOPMENT AGENCY
PROMISSORY NOTE
THIS AGREEMENT, entered into this day of , 2018, 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 Clear Skyz Cafe III, LLC
whose address is 418 Cleveland St., Clearwater, FL 33756 (hereinafter "Borrower").
WITNESSETH
WHEREAS, the CRA has committed CRA funds to be applied for recruitment and
relocation to the Community Redevelopment Area (CRA Redevelopment Incentive
Funding); and
WHEREAS, the types of incentives contemplated by this program include other
financial incentives to retain and attract businesses Downtown; and
WHEREAS, In order to achieve the concentration and/or location of the desired
business in the Downtown, the Plan contemplates that it may be necessary to negotiate
with existing tenants in regard to existing leases or terms for relocation; and
WHEREAS, the Borrower has requested buildout assistance for the interior
renovation and equipping of space at 418 Cleveland Street, Clearwater, FL 33756;
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 $100,000.00
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 lease term so long as Borrower remains a
[GM18-9311-035/226894/1]
tenant at 418 Cleveland St., Clearwater, FL 33756 and operates his business there.
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 Buildout Assistance 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 Buildout
Assistance Agreement: (a) failure to operate the business, (b) eviction; or (c) vacation of
the premises by the Borrower.
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 Rental Assistance 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
1. Borrower hereby acknowledges receipt of a copy of this instrument.
[GM18-9311-035/226894/1]
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 Si
ature
STATE OF FLORIDA )
COUNTY OF PINELLAS )
The foregoinstrument was acknowledged b
1434 , 201, , by Daniel Shouvlin, who is p
as identificatio
Print/Type Name:
Notary Public
[GM18-9311-035/226894/1]
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D e
D e
Da
day of
to me or produced
LaurenNotary Pic Slate of Fla a
Coy
%�T� My Commission GG 1 ii6.ro5
aNi' Expires 01/24/2022
PERSONAL GUARANTY OF AGREEMENT
In consideration of the execution by CRA of the foregoing Anchor Tenant Incentive
Agreement, the undersigned ("Guarantor", whether one or more) hereby guarantees to
CRA, its successors and assigns, the full performance and observance by Tenant of all
the covenants, conditions and agreements in the Agreement on Tenant's part to be
performed including, without limitation, the maintenance of the space under the Lease
as a full-service restaurant for a period of five years as provided in the agreement.
Guarantor hereby expressly waives any notice of nonpayment, nonperformance or
nonobservance, or proof, notice or demand to charge Guarantor therefore. Guarantor
further agrees that the validity of this Guaranty and the obligation of the Guarantor
hereunder shall not be terminated, affected or impaired by reason of the assertion or
lack of assertion by CRA against Tenant of any of the rights or remedies reserved to
CRA under the Agreement.
Guarantor further covenants and agrees that this Guaranty shall remain and continue in
full force and effect as to any modification of the Agreement and during any extension.
of the term of the Agreement.
Guarantor waives any right to require CRA: (a) to proceed against Tenants; (b) to
proceed against or exhaust any security held from Tenants; or (c) to pursue any other
remedy in CRA's power whatsoever.
Guarantor agrees that its guaranty of the Agreement shall fully inure to the benefit of
any assignees of CRA's interest therein.
Guarantor agrees to pay all costs incurred by CRA in enforcing this Guaranty, including
reasonable attorney's fees.
Dated: Pi. 'D , 2018.
GUARANTORS:
Daniel Sh.uvlin
419 East Shore Drive
Clearwater, FL 33767
_
Social Security Number
[GM18-9311-035/225630/1] 1