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02/19/2019Tuesday, February 19, 2019 9:00 AM City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Council Chambers - Main Library Community Redevelopment Agency Meeting Agenda February 19, 2019Community Redevelopment Agency Meeting Agenda 1. Call To Order 2. Approval of Minutes 2.1 Approve the January 14, 2019 CRA Meeting Minutes 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 a Grant Agreement in the amount of $30,000 with Pour Yours Holdings LLC for interior building improvements at 522 Cleveland Street and authorize the appropriate officials to execute same. 4.2 Approve a Grant Agreement in the amount of $9,054.82 with Vector Amusements LLC for interior building improvements at 629 Cleveland Street and authorize the appropriate officials to execute same. 4.3 Approve a Loan to Grant Agreement in the amount of $62,341.25 with Fourcee LLC d/b/a Blackbrick Tavern and Kitchen for interior building improvements at 432 Cleveland Street and authorize the appropriate officials to execute same. 4.4 Approve a Loan to Grant Agreement in the amount of $100,000.00 with Tequilas Mexican Grill and Cantina LLC for interior building improvements at 422 Cleveland Street and authorize the appropriate officials to execute same. 4.5 Confirm the City Manager’s appointment of Micah Maxwell as the Interim CRA Executive Director. 4.6 Approve amended contract with Sparxoo, LLC for maintenance of CRA website during 2019 and authorize the appropriate officials to execute same. 4.7 Update on CRA 18 month Strategy 5. Director's Report 6. Board Members to be Heard 7. Adjourn Page 2 City of Clearwater Printed on 2/8/2019 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5696 Agenda Date: 2/19/2019 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: Community Redevelopment Agency Agenda Number: 2.1 SUBJECT/RECOMMENDATION: Approve the January 14, 2019 CRA Meeting Minutes 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 2/8/2019 Community Redevelopment Agency Meeting Minutes January 14, 2019 Page 1 City of Clearwater City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Meeting Minutes Monday, January 14, 2019 9:00 AM Council Chambers - Main Library Community Redevelopment Agency Draft Community Redevelopment Agency Meeting Minutes January 14, 2019 Page 2 City of Clearwater Roll Call Present 5 - Chair George N. Cretekos, Trustee Bob Cundiff, Trustee Hoyt Hamilton, Trustee David Allbritton, and Trustee Jay Polglaze Also Present – William B. Horne II – City Manager, Jill Silverboard – Deputy City Manager, Micah Maxwell – Assistant City Manager, Pamela K. Akin – City Attorney, Rosemarie Call – City Clerk, Nicole Sprague – Official Records and Legislative Services Coordinator, and Amanda Thompson – CRA Executive Director. 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 9:33 a.m. at the Main Library. 2. Approval of Minutes 2.1 Approve the December 3, 2018 CRA Meeting Minutes as submitted in written summation by the City Clerk Trustee Hamilton moved to approve the December 3, 2018 CRA Meeting Minutes 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 amendments to the Development Agreement adopted on October 30, 2017 between the Community Redevelopment Agency (CRA) and The Ring Workspaces, LLC and authorize the appropriate officials to execute same. The Community Redevelopment Agency trustees approved a development agreement on October 30, 2017 with The Ring Workspaces, LLC (grantee) to establish a co-work space at 600 Cleveland Street (One Clearwater Tower). The CRA’s investment of $600,000 in the project was contingent on specific Draft Community Redevelopment Agency Meeting Minutes January 14, 2019 Page 3 City of Clearwater environmentally friendly building standards, the provision of parking, construction timelines, performance reporting and a partnership with the city’s “Clearwater Business SPARK” program among other requirements. To date, the grantee has received a Certificate of Occupancy for the second floor of the co-work space and is actively finishing the third floor of the co-work space. After a site visit on November 29, 2018, the CRA Director issued an extension until January 21, 2019 to obtain a Certificate of Occupancy for the third floor due to unavoidable construction delays caused by difficulty in acquiring plastic free materials. Construction invoices have been appropriately filed and reimbursement payments have been issued for a total of $502,236.74 for this grant. The remaining grant funds are $97,763.26. The grantee and the CRA Director are jointly requesting to amend portions of the existing development agreement and Exhibit “K” to better reflect the updated project timeline, applicable environmental building standards and to accurately capture the impact of this project on the CRA’s downtown redevelopment goals. The following amendments are proposed: • Removal of the requirement to build the 1,300 square foot outdoor terrace and reallocation of those grant funds ($97,763.26) to environmentally friendly lighting, flooring materials and improved indoor air quality. The cost to construct the outdoor terrace increased from $125,000 to $206,066.17 since the project began. Outdoor space needs can be met using Station Square Park and the indoor air quality and lighting improvements will have a greater positive impact on the occupants’ health than the terrace on a daily basis. • Amendment of the reporting period and required metrics for the annual performance report. Annual reports are currently required to be submitted on December 31st of each year. This date will be modified to 30 days after the Certificate of Occupancy is issued for the third floor. The metrics have been updated to capture building performance, marketing and partnership information. • Clarification on what needs to be included in the Certificate of Completion (COC) and when the COC is due. • Updating the description of the WELL standards and other environmental benchmarking programs that are referenced, including removing the Living Building Challenge and replacing it with the Fitwel program. No other changes to the development agreement are proposed. The grantee still has an obligation to operate the co-work space for five years from the date of project completion. That obligation is 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. Draft Community Redevelopment Agency Meeting Minutes January 14, 2019 Page 4 City of Clearwater The Ring remains an exciting investment in support of downtown redevelopment goals to attract high tech businesses and activate the downtown core. It contributes to building a positive brand for downtown as a unique co-work space designed to support a high level of health and well-being. Your approval of the grant agreement amendments is recommended. APPROPRIATION CODE AND AMOUNT: The grant funds for The Ring are in capital improvement project 388-94893. There is no change to the originally approved grant amount of $600,000. As of December 21, 2018, $502,236.74 has been approved for reimbursement. In response to questions, CRA Executive Director Amanda Thompson said the original opening was scheduled for Fall 2018. The Ring expects to be open by the end of this month; they have received their certificate of occupancy. The CRA investment is related to creating a healthy space in the work space. The Ring is asking that the outdoor terrace be removed from the development agreement as it would require significant construction. Funds identified for the terrace will be reallocated to lighting. Interior renovations to the office building have been completed. Ring representative Janelle Branch said the requested extension was due to the procurement of healthy and environmentally sound materials for the space. When marketing The Ring, it became apparent there was interest for data collection and funds needed to be reallocated to lighting and IT, for a total $257,000. She said over 3,000 mailers were distributed in December to the local region. A concern was expressed that the CRA is being asked to change the agreement product due to cost overruns and that the CRA has provided over $600,000 for the project. Trustee Allbritton approve Amendments to Development Agreement adopted on October 30, 2017 between the Community Redevelopment Agency (CRA) 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: 4 - Trustee Cundiff, Trustee Hamilton, Trustee Allbritton and Trustee Polglaze Nays: 1 - Chair Cretekos 4.2 Approve the Purchase Contract for the City of Clearwater Community Redevelopment Agency (CRA) to purchase real property located at 701 Franklin Street, Parcel Draft Community Redevelopment Agency Meeting Minutes January 14, 2019 Page 5 City of Clearwater No.15-29-15-54450-011-0010, with a purchase price of $525,000 and total expenditures not to exceed $540,000 including closing-related costs and preparation of the site and authorize the appropriate officials to execute same, together with all other instruments required to affect closing. The subject property, Parcel Identification Number 15-29-15-54450-011-0010, is owned by The Cepcot Corporation (Seller). Seller’s property has a total land area of approximately 11, 513 square feet and is developed with a 5,600 square foot warehouse. The property has approximately 63 ft. of linear frontage on Franklin Street and approximately 185 ft. of linear frontage on East Avenue. The subject property is adjacent to a city owned vacant lot to the east and a privately-owned day spa to the south. With the acquisition of the subject property, the City and CRA will move closer to full assembly of two blocks that will allow for the redevelopment of this area as outlined in the 2018 Clearwater Downtown Redevelopment Plan. This site has been identified for use as a multi-modal center, potential City Hall location, a public parking facility or a mixed-use development. No changes to the site are anticipated until the City County joint use study for an administrative building has been completed. This site is a critical component for downtown redevelopment. Jim Millspaugh and Associates, Inc. performed an independent appraisal on the property in August 2018 that values the property at $525,000. Summary of costs for the purchase of the subject property are as follows: Purchase price $525,000 Closing related costs (not to exceed) $15,000 TOTAL $540,000 APPROPRIATION CODE AND AMOUNT: County TIF funds are available in CRA project 388-94714, Downtown Redevelopment Fund, to fund this purchase. Trustee Hamilton moved to approve the Purchase Contract for the City of Clearwater Community Redevelopment Agency (CRA) to purchase real property located at 701 Franklin Street, Parcel No.15-29-15-54450-011-0010, with a purchase price of $525,000 and total expenditures not to exceed $540,000 including closing-related costs and preparation of the site and authorize the appropriate officials to execute same, together with all other instruments required to affect closing. The motion was duly seconded and carried unanimously. Draft Community Redevelopment Agency Meeting Minutes January 14, 2019 Page 6 City of Clearwater 5. Director's Report CRA Executive Director Amanda Thompson reviewed upcoming programming events and advised that four tenant grant applications will be presented at the February meeting. She said staff is moving forward with planning the Harborview demolition party. 6. Adjourn The meeting adjourned at 9:51 a.m. Chair Community Redevelopment Agency Attest City Clerk Draft Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5678 Agenda Date: 2/19/2019 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Approve a Grant Agreement in the amount of $30,000 with Pour Yours Holdings LLC for interior building improvements at 522 Cleveland Street and authorize the appropriate officials to execute same. SUMMARY: At the October 29, 2018 CRA meeting, the Trustees approved a time limited, grant program for bar and restaurant tenants in the Community Redevelopment Agency (CRA) area that operate on nights and weekends, that received a Certificate of Occupancy or were under active construction after January 1, 2018. Pour Yours Holdings LLC has submitted a grant application, supporting invoices and the financial documentation necessary for a complete grant request. As outlined in their application, the tenant has expended $73,012.07 on eligible grant expenses. These improvements were necessary to open the bar. The tenant is eligible for a $30,000.00 grant from the Food & Drink Program to be payable over two years. The tenant has agreed to stay in business and maintain the existing improvements for a minimum of 2 years. Pour Yours is a wine bar that has partnered with the neighboring restaurant, La Fondita, to provide a tapas menu. The proposed grant application meets the goals of the Food & Drink Program and the CRA’s redevelopment plan to attract more foot traffic to downtown and improve the appearance of buildings through the establishment of bars and restaurants that are open on nights and weekends. APPROPRIATION CODE AND AMOUNT: Funds are available in CRA project 3887552-94893, Opportunity Fund. Page 1 City of Clearwater Printed on 2/8/2019 EXHIBIT B Pour Yours LLC has made building improvements that included: sheetrock installation, door installation, bathroom tile, ceiling installation, ceiling fan installation, fabrication of metal bars, tables, DJ booth, and shelving and replacing of sinks and water heater. Purchase of wine and beer fridges, automated wine distribution systems, set up and installation of WiFi, sound system wiring, e-menu/ipad computer installation. Furniture to include stools and tables, window repair work and signage. Page 1 of 4 FOOD AND DRINK BUSINESS TENANT GRANT PROGRAM GRANT AGREEMENT 522 CLEVELAND STREET, CLEARWATER, FL 33755 POUR YOURS HOLDINGS, LLC THIS AGREEMENT, entered into this _____ day of __________, 2019, by and between the Community Redevelopment Agency of the City of Clearwater, Florida (hereinafter "CRA"), whose address is P.O. Box 4748, Clearwater, Florida 33758-4748, a public body corporate and politic of the State of Florida, and Pour Yours Holdings, LLC whose address is 522 Cleveland St., Clearwater, FL 33755 (hereinafter “Grantee”). 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 Food and Drink Business Tenant Grant Program to provide limited financial support to tenants who meet the CRA’s redevelopment strategy for downtown but were not eligible to participate in the former Anchor Tenant incentive program; and WHEREAS, the CRA also adopted the Food and Drink Business Tenant Grant Program to sustain food and drink establishments that are open on nights and weekends in the CRA to promote downtown’s ongoing revitalization as a dining destination; and WHEREAS, the Grantee is a downtown drink establishment open on nights and weekends in the CRA that was otherwise not eligible to participate in the former Anchor Tenant incentive program but who does meet the CRA’s redevelopment strategy for downtown; and WHEREAS, the Grantee is requesting assistance with the costs of improvements to the building it is leasing, new fixtures, new furnishings, and signage; 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 Grantee hereby certifies that it is the tenant under a two-year Lease Agreement dated 2/1/2018, of 522 Cleveland St., Clearwater, FL 33755 (“the Property”), a copy of which is attached hereto as Exhibit A. Page 2 of 4 3.In order for the Property to be usable for the proposed bar use, certain improvements described in Exhibit B attached hereto, were required to be made. B. PROGRAM FUNDING 1. The grant amount to the Grantee is $30,000.00. 2. The funds shall be provided in the form of a two-year grant with an initial $15,000.00 disbursed upon execution of this agreement and an additional $15,000.00 disbursed on the one-year anniversary date (“the Anniversary Date”) of this agreement, provided that the Grantee is still operating as a food or drink business at the Property that is open a minimum of Wednesday through Saturdays from 5:00 p.m. until 10:00 p.m. on the Anniversary Date. 3.Grant funds shall be paid for satisfactorily completed Work. Grant funds will be for reimbursed upon evidence of payment submitted to CRA. The Grantee 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 Grantee. 5. The Grantee agrees that it will not be entitled to the additional $15,000.00 in grant funds if it is not operating as a food or drink business at the Property that is open a minimum of Wednesday through Saturdays from 5:00 p.m. until 10:00 p.m. on the Anniversary Date. 6. The Grantee agrees to repay the CRA the grant funds if it 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 the Grantee 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 two years from execution of this agreement. The executed Agreement represents the CRA’s approval of the grant to the Grantee. D. DEFAULT BY GRANTEE This grant may be terminated in its entirety or disbursement of grant 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 grant. Page 3 of 4 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 Grantee at the property herein described. The intent of the Agreement is to provide a mutually agreed upon framework by which the CRA will provide grant funds to the Grantee, provided that all requirements have been and remain satisfied. 2. To the extent permissible by law, the Grantee 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. 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 Grantee 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. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By:__________________________ George N. Cretekos Chairperson Approved as to form: Attest: ______________________________________________________ Michael P. Fuino Rosemarie Call Page 4 of 4 Assistant City Attorney City Clerk GRANTEE: Pour Yours Holdings, LLC By:________________________Lina Teixeira STATE OF FLORIDA ] COUNTY OF PINELLAS ] The foregoing instrument was acknowledged before me this day of ________________________,who is personally known to me or who has produced a drivers license as identification. My Commission expires: Notary Public Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5679 Agenda Date: 2/19/2019 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.2 SUBJECT/RECOMMENDATION: Approve a Grant Agreement in the amount of $9,054.82 with Vector Amusements LLC for interior building improvements at 629 Cleveland Street and authorize the appropriate officials to execute same. SUMMARY: At the October 29, 2018 CRA meeting, the Trustees approved a time limited, grant program for bar and restaurant tenants in the Community Redevelopment Agency (CRA) area that received a Certificate of Occupancy or were under active construction after January 1, 2018. Vector Amusements LLC has submitted a grant application, supporting invoices and the financial documentation necessary for a complete grant request. As outlined in their application, the tenant has expended $9,054.82 for eligible improvements, although the total costs of improvements and business start-up costs exceeds $35,000. The tenant is eligible for a $9,054.82 grant from the Food & Drink Program to be payable in one lump sum. The tenant has agreed to stay in business and maintain the existing improvements for a minimum of 2 years. Vector Arcade & Bar is an arcade bar that has classic and modern pinball machines as well as programming for the gaming community. The proposed grant application meets the goals of the Food & Drink Program and the CRA’s redevelopment plan to attract more foot traffic to downtown and improve the appearance of buildings through providing new restaurants and bars that are open on nights and weekends. APPROPRIATION CODE AND AMOUNT: Funds are available in CRA project 3887552-94893, Opportunity Fund. Page 1 City of Clearwater Printed on 2/8/2019 EXHIBIT B Vector Amusements LLC has made building improvements that included new doors, toilets, sinks, faucets, bathroom vanity, bathroom fan, vent, smoke alarms, painting, lighting fixtures, fire extinguishers, dimmers and the fabrication of a bar; furniture purchases such as stools, sofa, chairs, tables; equipment such as a beer cooler, refrigerated bar cabinet, air regulators, CO2 tanks, water pump, water heater, speakers, audio amplifier, wifi router, glasses, racks, mugs and signs. Page 1 of 4 FOOD AND DRINK BUSINESS TENANT GRANT PROGRAM GRANT AGREEMENT 629 CLEVELAND STREET, CLEARWATER, FL 33755 VECTOR AMUSEMENTS LLC,D/B/A VECTOR BAR AND ARCADE THIS AGREEMENT, entered into this _____ day of __________, 2019, by and between the Community Redevelopment Agency of the City of Clearwater, Florida (hereinafter "CRA"), whose address is P.O. Box 4748, Clearwater, Florida 33758-4748, a public body corporate and politic of the State of Florida, and Vector Amusements LLC, d/b/a Vector Bar and Arcade whose address is 629 Cleveland St., Clearwater, FL 33755 (hereinafter “Grantee”). 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 Food and Drink Business Tenant Grant Program to provide limited financial support to tenants who meet the CRA’s redevelopment strategy for downtown but were not eligible to participate in the former Anchor Tenant incentive program; and WHEREAS, the CRA also adopted the Food and Drink Business Tenant Grant Program to sustain food and drink establishments that are open on nights and weekends in the CRA to promote downtown’s ongoing revitalization as a dining destination; and WHEREAS, the Grantee is a downtown drink establishment open on nights and weekends in the CRA that was otherwise not eligible to participate in the former Anchor Tenant incentive program but who does meet the CRA’s redevelopment strategy for downtown; and WHEREAS, the Grantee is requesting assistance with the costs of improvements to the building it is leasing, new fixtures, new furnishings, and signage; 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 Grantee hereby certifies that it is the tenant under a fourteen-month Lease Agreement with TRT Management, LLC that expires 2/28/2019 and a two-year Lease Agreement with CBW Management, LLC for the period of March 1, 2019 Page 2 of 4 through February 29, 2019, of 629 Cleveland St., Clearwater, FL 33755 (“the Property”), copies of which is attached hereto as Exhibit A. 3.In order for the Property to be usable for the proposed bar use, certain improvements described in Exhibit B attached hereto, were required to be made. B. PROGRAM FUNDING 1. The grant amount to the Grantee is $9,045.82. 2. The funds shall be provided in the form of a two-year grant with payment disbursed upon execution of this agreement. 3.Grant funds shall be paid for satisfactorily completed Work. Grant funds will be for reimbursed upon evidence of payment submitted to CRA. The Grantee 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 Grantee. 5. The Grantee agrees to repay the CRA the grant funds if it 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 the Grantee 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 two years from execution of this agreement, during which time Grantee agrees to operate as a food or drink business at the Property that is open a minimum of Wednesday through Saturdays from 5:00 p.m. until 10:00 p.m. The executed Agreement represents the CRA’s approval of the grant to the Grantee. D. DEFAULT BY GRANTEE This grant may be terminated in its entirety or disbursement of grant 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 grant. 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 Grantee at the property herein described. The intent of the Agreement is to provide a mutually agreed upon Page 3 of 4 framework by which the CRA will provide grant funds to the Grantee, provided that all requirements have been and remain satisfied. 2. To the extent permissible by law, the Grantee 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. 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 Grantee 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. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By:__________________________ George N. Cretekos Chairperson Approved as to form: Attest: ______________________________________________________ Michael P. Fuino Rosemarie Call Assistant City Attorney City Clerk Page 4 of 4 GRANTEE: Vector Amusements LLC, d/b/a Vector Bar and Arcade By:________________________ STATE OF FLORIDA ] COUNTY OF PINELLAS ] The foregoing instrument was acknowledged before me this day of ________________________,who is personally known to me or who has produced a drivers license as identification. My Commission expires: Notary Public Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5680 Agenda Date: 2/19/2019 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.3 SUBJECT/RECOMMENDATION: Approve a Loan to Grant Agreement in the amount of $62,341.25 with Fourcee LLC d/b/a Blackbrick Tavern and Kitchen for interior building improvements at 432 Cleveland Street and authorize the appropriate officials to execute same. SUMMARY: At the October 29, 2018 CRA meeting, the CRA Trustees approved a time limited, grant program for restaurant tenants in the Community Redevelopment Agency (CRA) area that received a Certificate of Occupancy or were under active construction after January 1, 2018. Fourcee LLC d/b/a Blackbrick Tavern and Kitchen has submitted a grant application, supporting invoices and the financial documentation necessary for a complete grant request. As outlined in their application, the tenant has provided invoices totaling $175,260.72. These building improvements are necessary to open the restaurant. The tenant spent more than $256,388 dollars to construct the entire restaurant space. The Food and Drink grant program allows for the loan to grant to be forgiven over a 5-year period. The tenant has agreed to stay in business and maintain the existing improvements to the building for a minimum of 5 years. Black Brick Tavern will be a full-service bar and restaurant. The proposed grant application meets the goals of the Anchor Tenant program and the CRA’s redevelopment plan to attract more foot traffic to downtown and improve the appearance of buildings through new food and drink offerings that are open on nights and weekends. APPROPRIATION CODE AND AMOUNT: Funds are available in CRA project 3887552-94893, Opportunity Fund. Page 1 City of Clearwater Printed on 2/8/2019 Page 1 of 4 FOOD AND DRINK BUSINESS TENANT GRANT PROGRAM LOAN-TO-GRANT AGREEMENT 432 CLEVELAND STREET, CLEARWATER, FL 33755 FOURCEE LLC,D/B/A BLACK BRICK TAVERN & KITCHEN THIS AGREEMENT, entered into this _____ day of __________, 2019, 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 Fourcee LLC, d/b/a Black Brick Tavern & Kitchen whose address is 432 Cleveland St., Clearwater, FL 33755 (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 Food and Drink Business Tenant Grant Program to provide limited financial support to tenants who meet the CRA’s redevelopment strategy for downtown but were not eligible to participate in the former Anchor Tenant incentive program; and WHEREAS, the CRA also adopted the Food and Drink Business Tenant Grant Program to sustain food and drink establishments that are open on nights and weekends in the CRA to promote downtown’s ongoing revitalization as a dining destination; and WHEREAS, the Borrower is a proposed downtown food establishment that wishes to be open on nights and weekends in the CRA, that was otherwise not eligible to participate in the former Anchor Tenant incentive program, but who does meet the CRA’s redevelopment strategy for downtown; and WHEREAS, the Borrower is requesting assistance with the costs of improvements to the building it is leasing, new fixtures, and signage; 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 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 it is the tenant under a five-year Lease Agreement dated August 1, 2016, of 432 Cleveland St., Clearwater, FL 33755 (“the Property”), a copy of which is attached hereto as Exhibit A. Page 2 of 4 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. B. PROGRAM FUNDING 1. The loan amount to the Borrower is $61,341.25. 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 will not be disbursed until Borrower obtains a Certificate of Occupancy and the proposed restaurant use is open for business. However, if Borrower does not obtain a Certificate of Occupancy and the proposed restaurant is not open for business by July 1, 2019, Borrower agrees that this agreement shall become null and void and that no loan funds shall be disbursed to Borrower. 4.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. 5. 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. 6. The Borrower agrees to repay the CRA the loan balance if it 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 Borrower. D. 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 Agreement: 1.Borrower’s failure to maintain the improvements, as determined by the CRA in its sole discretion, for a period equal to the term of the loan. 2.Borrower’s failure to obtain a Certificate of Occupancy or to open the proposed restaurant for business by July 1, 2019. Page 3 of 4 3.Borrower’s failure to operate as a food or drink business at the Property that is open a minimum of Wednesday through Saturdays from 5:00 p.m. until 10:00 p.m. 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. 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 Borrower 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 Borrower and one to the CRA. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By:__________________________ George N. Cretekos Chairperson Approved as to form: Attest: Page 4 of 4 ______________________________________________________ Michael P. Fuino Rosemarie Call Assistant City Attorney City Clerk BORROWER:Fourcee LLC By:________________________Bill Lagamba STATE OF FLORIDA ] COUNTY OF PINELLAS ] The foregoing instrument was acknowledged before me this day of ________________________,who is personally known to me or who has produced a driver’s license as identification. My Commission expires: Notary Public EXHIBIT B Fourcee LLC d/b/a Blackbrick Tavern and Kitchen has made building improvements that included total build out of kitchen; HVAC work, ancillary hood installation, new grease trap, new water heater and plumbing for bar, kitchen and restrooms. CITY OF CLEARWATER COMMUNITY REDEVELOPMENT AGENCY PROMISSORY NOTE THIS AGREEMENT, entered into this _____ day of _____________, 2019, 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 Fourcee LLC, d/b/a Black Brick Tavern & Kitchen whose address is 432 Cleveland St., Clearwater, FL 33755 (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 432 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 $61,341.25 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 600 Cleveland St., Suite 600, Clearwater, Florida 33755. C. INTEREST/FORGIVENESS 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-to-grant term so long as Borrower remains a tenant at 432 Cleveland St., Clearwater, FL 33756 and operates as a food or drink business at that location which is open a minimum of Wednesday through Saturdays from 5:00 p.m. until 10:00 p.m. D. PAYMENT The Borrower agrees to repay the City the loan balance if it fails to perform any of the covenants or agreements contained in the Loan-to-Grant 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. 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 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5681 Agenda Date: 2/19/2019 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.4 SUBJECT/RECOMMENDATION: Approve a Loan to Grant Agreement in the amount of $100,000.00 with Tequilas Mexican Grill and Cantina LLC for interior building improvements at 422 Cleveland Street and authorize the appropriate officials to execute same. SUMMARY: At the October 29, 2018 CRA meeting, the Trustees approved a time limited, grant program for bar and restaurant tenants in the Community Redevelopment Agency (CRA) area that received a Certificate of Occupancy or were under active construction after January 1, 2018. Tequilas Mexican Grill and Cantina has submitted a grant application, supporting invoices and the financial documentation necessary for a complete grant request. The CRA Food and Drink Program allows for the loan to grant to be forgiven over a 5-year period. The tenant has agreed to stay in business and maintain the existing building improvements for a minimum of 5 years. Tequila’s Mexican Grill and Cantina is a bar/full-service restaurant that will be moving from their current location at 401 S. Ft. Harrison Avenue to 422 Cleveland Street. The proposed grant application meets the goals of the Anchor Tenant program and the CRA’s redevelopment plan to attract more foot traffic to downtown and improve the appearance of buildings through the establishment of new restaurants open on nights and weekends. APPROPRIATION CODE AND AMOUNT: Funds are available in CRA project 3887552-94893, Opportunity Fund. Page 1 City of Clearwater Printed on 2/8/2019 EXHIBIT B Tequilas Mexican Grill and Cantina LLC has made building improvements that include total build out of new kitchen with plumbing for bar, kitchen and bathrooms, ceilings, flooring, new grease trap, ancillary hood, electrical and HVAC throughout. Page 1 of 4 FOOD AND DRINK BUSINESS TENANT GRANT PROGRAM LOAN-TO-GRANT AGREEMENT 422 CLEVELAND STREET, CLEARWATER, FL 33755 TEQUILAS MEXICAN GRILL & CANTINA LLC,D/B/A TEQUILA’S MEXICAN GRILL & BAR THIS AGREEMENT, entered into this _____ day of __________, 2019, 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 Tequilas Mexican Grill & Cantina LLC, d/b/a Tequila’s Mexican Grill and Bar whose address is 422 Cleveland St., Clearwater, FL 33755 (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 Food and Drink Business Tenant Grant Program to provide limited financial support to tenants who meet the CRA’s redevelopment strategy for downtown but were not eligible to participate in the former Anchor Tenant incentive program; and WHEREAS, the CRA also adopted the Food and Drink Business Tenant Grant Program to sustain food and drink establishments that are open on nights and weekends in the CRA to promote downtown’s ongoing revitalization as a dining destination; and WHEREAS, the Borrower is a proposed downtown food establishment that wishes to be open on nights and weekends in the CRA, that was otherwise not eligible to participate in the former Anchor Tenant incentive program, but who does meet the CRA’s redevelopment strategy for downtown; and WHEREAS, the Borrower is requesting assistance with the costs of improvements to the building it is leasing, new fixtures, and signage; 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 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 it is the tenant under a five-year Lease Agreement dated 2/8/2018, of 422 Cleveland St., Clearwater, FL 33755 (“the Property”), a copy of which is attached hereto as Exhibit A. Page 2 of 4 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. B. PROGRAM FUNDING 1. The loan amount to the Borrower is 35% of eligible improvement costs not to exceed $100,000.00. 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 will not be disbursed until Borrower obtains a Certificate of Occupancy and the proposed restaurant use is open for business. However, if Borrower does not obtain a Certificate of Occupancy and the proposed restaurant is not open for business by July 1, 2019, Borrower agrees that this agreement shall become null and void and that no loan funds shall be disbursed to Borrower. 4.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. 5. 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. 6. The Borrower agrees to repay the CRA the loan balance if it 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 Borrower. D. 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 Agreement: 1.Borrower’s failure to maintain the improvements, as determined by the CRA in its sole discretion, for a period equal to the term of the loan. 2.Borrower’s failure to obtain a Certificate of Occupancy or to open the proposed restaurant for business by July 1, 2019. Page 3 of 4 3.Borrower’s failure to operate as a food or drink business at the Property that is open a minimum of Wednesday through Saturdays from 5:00 p.m. until 10:00 p.m. 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. 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 Borrower 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 Borrower and one to the CRA. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By:__________________________ George N. Cretekos Chairperson Page 4 of 4 Approved as to form: Attest: ______________________________________________________ Michael P. Fuino Rosemarie Call Assistant City Attorney City Clerk BORROWER:Tequilas Mexican Grill & Cantina LLC By:______________________Yecid Cardenas STATE OF FLORIDA ] COUNTY OF PINELLAS ] The foregoing instrument was acknowledged before me this day of ________________________,who is personally known to me or who has produced a driver’s license as identification. My Commission expires: Notary Public CITY OF CLEARWATER COMMUNITY REDEVELOPMENT AGENCY PROMISSORY NOTE THIS AGREEMENT, entered into this _____ day of _____________, 2019, 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 Tequilas Mexican Grill & Cantina LLC, d/b/a Tequila’s Mexican Grill and Bar whose address is 422 Cleveland St., Clearwater, FL 33755 (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 422 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 35% of eligible improvement costs not to exceed $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 600 Cleveland St., Suite 600, Clearwater, Florida 33755. C. INTEREST/FORGIVENESS 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-to-grant term so long as Borrower remains a tenant at 422 Cleveland St., Clearwater, FL 33756 and operates as a food or drink business at that location which is open a minimum of Wednesday through Saturdays from 5:00 p.m. until 10:00 p.m. D. PAYMENT The Borrower agrees to repay the City the loan balance if it fails to perform any of the covenants or agreements contained in the Loan-to-Grant 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. 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 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5682 Agenda Date: 2/19/2019 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.5 SUBJECT/RECOMMENDATION: Confirm the City Manager’s appointment of Micah Maxwell as the Interim CRA Executive Director. SUMMARY: CRA Executive Director Amanda Thompson will be on maternity leave from March 1, 2019 through May 24, 2019. The Community Redevelopment Agency (CRA) rules require the Board to confirm the appointment of the CRA Executive Director. City Manager Bill Horne is requesting that the CRA confirm Assistant City Manager Micah Maxwell as the Interim Executive Director until Ms. Thompson returns from maternity leave. Page 1 City of Clearwater Printed on 2/8/2019 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5684 Agenda Date: 2/19/2019 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.6 SUBJECT/RECOMMENDATION: Approve amended contract with Sparxoo, LLC for maintenance of CRA website during 2019 and authorize the appropriate officials to execute same. SUMMARY: The Community Redevelopment Agency requests approval to amend the CRA’s contract with Sparxoo, its website maintenance company, to include a broader scope of work. The first focus area of the CRA’s 18-month strategy is to create and share authentic, positive stories about downtown Clearwater. The website, www.downtownclearwater.org <http://www.downtownclearwater.org>, is an important online platform that is used to promote downtown. By upgrading the Master Services Agreement from the “Basic Plus” plan to the “Advanced” plan, the CRA will improve website features, gain monthly reporting on site performance, speed and security, and improve image and search engine optimization. The upgrade will also double the amount of project work hours included in the year (from 100 to 200 hours) from the Sparxoo team to build out new features for the site (a blog, video embed capabilities, etc.), and provide a dedicated account manager from Sparxoo to work directly with the CRA. This is a one-year contract. The increase in service will cost an additional $11,700 for 2019. APPROPRIATION CODE AND AMOUNT: Funding is available in CRA project 3887552-94853, Downtown Marketing & Events. Page 1 City of Clearwater Printed on 2/8/2019 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#19-5730 Agenda Date: 2/19/2019 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.7 SUBJECT/RECOMMENDATION: Update on CRA 18 month Strategy SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 2/8/2019