FOOD AND DRINK PROPERTY OWNER GRANT PROGRAM LOAN TO GRANT AGREEMENTFOOD AND DRINK PROPERTY OWNER GRANT PROGRAM
LOAN -TO -GRANT AGREEMENT
412 CLEVELAND STREET, CLEARWATER, FL 33755
MAINSTREET CLEARWATER DEVELOPMENT, LLC
THIS AGREEMENT, entered into this -7 Z day of ply , 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 Mainstreet Clearwater
Development, LLC, a Florida limited liability company (hereinafter "Borrower"), whose
address is 420 Cleveland St., Clearwater, FL 33755.
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 types of incentives contemplated by this program include financial
incentives to retain and attract businesses Downtown; and
WHEREAS, the CRA adopted the Food and Drink Property Owner Grant Program
on October 29, 2018 to provide limited financial support to downtown commercial
property owners to renovate their buildings to attract food and drink establishment
tenants that are open a minimum of Wednesdays through Saturdays from 5:00 p.m. to
10:00 p.m. in the CRA; and
WHEREAS, the Borrower is a downtown commercial property owner that wishes to
renovate its building to attract food and drink establishment tenants that are open a
minimum of Wednesdays through Saturdays from 5:00 p.m. to 10:00 p.m. in the CRA;
and
WHEREAS, the Borrower is requested assistance with the costs of improvements
to the building it owns to improve the building's appearance and value, and to attract
food and drink establishment tenants that will be open on nights and weekends in the
CRA; and
WHEREAS, the Borrower has secured an eight-year lease dated June 23, 2018
with Starson, LLC, d/b/a "Roxy's," a food and drink establishment that that intends to
use the Borrower's property as a proposed restaurant use opened nights and weekends
in the CRA for a minimum of Wednesdays through Saturdays from 5:00 p.m. to 10:00
p.m.; and
WHEREAS, the Borrower timely submitted a pre -qualification form for the Food and
Drink Property Owner Grant Program on November 30, 2018 with a list of building
improvements and a grant request that was reviewed and approved by the CRA staff;
and
Page 1 of 5
WHEREAS, the Borrower timely submitted a full application for the Food and Drink
Property Owner Grant Program on March 1, 2019; and
WHEREAS, the Borrower's full application was reviewed by an internal staff
committee on March 29, 2019 that included the CRA interim director, the Planning and
Development Director, the Building Official, and the Assistant City Attorney ("internal
staff committee"); and
WHEREAS, the internal staff committee concluded that the Borrower's full
application was consistent with the goals of the Downtown Redevelopment Plan, was
feasible in both the proposed scope of services and timeline, proved that the Borrower
had the ability to provide an experience that does not presently exist in .the Downtown,
and showed that the full application met the Food and Drink Property Owner Grant
Program's legal and financial requirements; and
WHEREAS, the internal staff committee therefore recommended that the CRA
approve the Borrower's full application in the amount of $238,110.41; and
WHEREAS, the CRA did approve the Borrower's full application in the amount of
$238,110.41 on April 15, 2019 subject to the Borrower executing a loan -to -grant
agreement with related security securing the Borrower's promises contained in the
agreement;
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 landlord under the 8 -year Lease
Agreement dated June 23, 2018 ("the Lease") of 412 Cleveland St., Clearwater,
FL 33755 ("the Property"), a copy of which is attached hereto as Exhibit A. The
tenant under the Lease is Starson, LLC, d/b/a "Roxy's."
3. The Borrower hereby certifies that the lessee under the Lease intends to use the
Property as a proposed restaurant use opened nights and weekends in the CRA
for a minimum of Wednesdays through Sundays from 5:00 p.m. to 2:00 a.m.
4. For the Property to be usable for the proposed restaurant use, certain
improvements described in Exhibit B attached hereto ("the Project"), were, or will
be, required to be made.
B. PROGRAM FUNDING
1. The loan amount to the Borrower is 50% of eligible improvement costs not to
exceed $238,110.41.
Page 2 of 5
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.
The Borrower agrees to execute a promissory note ("the Note") secured by a
mortgage ("the Mortgage") on the Property memorializing these terms.
3. Loan funds will not be disbursed until Borrower obtains a Final Certificate of
Occupancy and the proposed restaurant use is open for business during the
required business hours. However, if Borrower does not obtain a Final
Certificate of Occupancy and the proposed restaurant is not open for business
within one (1) year of the execution of this Agreement, 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. 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 this Agreement, the Note, the
Mortgage, or its approved Application, a copy of which is attached as Exhibit C.
7. The CRA may terminate this contract immediately if Borrower fails to cure a
default after written demand of the CRA within a period of thirty (30) days.
C. TERM OF AGREEMENT
1. The term of the agreement shall be five years from the date loan funds are
disbursed. 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 Final Certificate of Occupancy or to open the
proposed restaurant for business within one (1) year of the execution of this
Agreement during the required business hours.
3. Borrower's failure to maintain a tenant who operates 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. during the term of the Agreement.
Page 3 of 5
4. Provided, however, that if the Borrower has a change of tenant during the
Agreement period, the Borrower will be granted a grace period of six months or
until the Borrower secures a new, eligible tenant that operates 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., whichever is less. During this grace
period, the cure period described in Section B.7 will be tolled and no written
demand to cure will be sent from the CRA to the Borrower.
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. 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.
3. This Agreement shall be governed by the laws of the State of Florida, and venue
shall be in Pinellas County.
4. 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.
5. 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
(eofte4cttvkl
By:
Page 4 of 5
George N. Cretekos
Chairperson
Approved as to form:
P -A
Michael P. Fuino
Assistant City Attorney
BORROWER:
By:
its:
Attest:
Cha(
Rosemarie Call
City Clerk
Mainstreet Clearwater Development, LLC
,a -C60 f''‘ �1
STATE OF FLORIDA ]
COUNTY OF PINELLAS ]
The foregoing instrument was acknowledged before me this day of
J(,L. -,2®/ , who is personally known to me or who has produced a
driver's license as identification.
My Commission expires: //o/
/
Notary Public
Page 5 of 5