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PROMISSORY NOTE AND PERSONAL GUARANTY OF AGREEMENT AND LOAN TO GRANT AGREEMENT - 943 CLEVELAND STREETCITY OF CLEARWATER COMMUNITY REDEVELOPMENT AGENCY PROMISSORY NOTE THIS AGREEMENT, entered into this Mril day ofd , 2020, by and between the Community Redevelopment Agency of the City of learwater, 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 949 Cleveland Street, LLC, a Florida limited liability company whose address is 151 Southhall Lane, Suite 150, Maitland, FL 32751 (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 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 on nights and weekends in the CRA; and WHEREAS, the Borrower is the owner of 943 Cleveland St., Clearwater, FL 33756 ("the Property") and wishes to renovate its building to attract food and drink establishment tenants that are open on nights and weekends in the CRA; and WHEREAS, the Borrower has secured a tenant under a five (5) year Lease Agreement and certifies that this tenant intends to use the 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 and the CRA have entered into a Loan -to -Grant Agreement dated F -e- . d7, AOa 0 ("the Agreement") providing for disbursement of CRA Redevelopment Incentive Funding to the Borrower under the Food and Drink property Owner Grant program; 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 50% of eligible improvement costs not to exceed $187,623.50 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 maintains a tenant at the Property that operates 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. Provided, however, that if the Borrower has a change of tenant during the loan period, the loan period will be extended by six months or until the Borrower secures a new, eligible tenant, whichever is less. 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 Agreement, this Promissory Note, or the Guarantee which secures 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 the Loan -to -Grant Agreement: (a) failure to obtain a Final Certificate of Occupancy within one (1) year of the execution of this Note, (b) failure to open the proposed food or drink establishment for business within one (1) year of the execution of this Note; (c) failure to maintain the Property as a food or drink establishment opened a minimum of Wednesdays through Saturdays from 5:00 p.m. to 10:00 p.m. in the CRA as described in the Agreement; or (d) sale, vacation, or other transfer of the Property 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 Loan -to -Grant Agreement and the Guarantee which secures this Promissory Note, 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. G. COPY RECEIVED 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: .z77( Borrower Signature STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged befor 1CA,\U , 20 , by M IChoel I'Ir'(le 4fiwho is • - rsonally kno as identifica ion. ilxv0 Print/Type Name: ce,ri-earakyaf- Notaryy Public 1/2 ©X) Date Date a 7 day of to me or produced Renese Johnson NOTARY PUBLIC "r STATE OF FLORIDA 111 Comm# GG305797 Expires 2/25/2023 �g1 PERSONAL GUARANTY OF AGREEMENT In consideration of the execution by CRA of the foregoing Food and Drink Property Owner Grant Program for the property located at 943 Cleveland Street, Clearwater, FL 33756 ("Agreement"), the undersigned ("Guarantor", whether one or more) hereby guarantees to CRA, its successors and assigns, the full performance and observance by 949 Cleveland Street, LLC ("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 food or drink establishment open a minimum of Wednesday through Saturdays from 5:00 p.m. until 10:00 p.m. 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 Tenant; (b) to proceed against or exhaust any security held from Tenant; 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 attomey's fees. Dated: January 27 , 2020. GUARANTORS: Michael D. ederst Spousal Consent The undersigned spouse of Guarantor, hereby acknowledges that he/she has read and understands the foregoing Guaranty, and expressly agrees that recourse may be had under that Guaranty to any property owned jointly (as tenants by entireties, or tenants in common, or any other form of joint ownership) of the undersigned and Guarantor, if and to the extent such jointly owned property is included in assets referred to in any financial statement heretofore or hereafter submitted by Guarantor to CRA. 14J), MAc (signature of spouse) Melody Niederst Printed Name of Spouse FOOD AND DRINK PROPERTY OWNER GRANT PROGRAM LOAN -TO -GRANT AGREEMENT 151 SOUTHHALL LANE, SUITE 150, MAITLAND, FL 32751 949 CLEVELAND STREET, LLC THIS AGREEMENT, entered into this ad7t-i, day of 4iita_-y, 2020, 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 949 Cleveland Street, LLC, a Florida limited liability company whose address is 151 Southhall Lane, Suite 150, Maitland, FL 32751 (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 requesting 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 five-year lease dated September 30, 2019 with Cleveland Street Market, LLC 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 Page 1 of 5 improvements and a grant request that was reviewed and approved by the CRA staff; and WHEREAS, the Borrower timely submitted a full application for the Food and Drink Property Owner Grant Program on September 30, 2019, which was amended on November 21, 2019; and WHEREAS, the Borrower's full application was reviewed by an internal staff committee on October 24, 2019 that included the CRA Executive 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 $187,632.50; and WHEREAS, the CRA did approve the Borrower's full application in the amount of $187,632.50 on February 18, 2020 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 5 -year Lease Agreement dated September 30, 2019 ("the Lease") of 943 Cleveland Street Clearwater, FL 33756 ("the Property"), a copy of which is attached hereto as Exhibit A. The tenant under the Lease is Cleveland Street Market, LLC. 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 Saturdays from 5:00 p.m. to 10:00 p.m. 4. For the Property to be usable for the proposed restaurant use, certain improvements described in the approved application ("the Project") which were, or will be, required to be made. B. PROGRAM FUNDING Page 2 of 5 1. The loan amount to the Borrower is 50% of eligible improvement costs not to exceed $187,632.50. 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 personal guarantee ("the Guarantee") memorializing these terms. 3. Loan funds will be disbursed on a monthly reimbursement basis for satisfactorily completed work towards the Project. However, the final 10% of the 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. Additionally, 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, that Borrower will not be entitled to the final 10%, and that the CRA will be entitled to the return of any loan funds disbursed under this Agreement. 4. Loan funds shall be paid for satisfactorily completed work towards the Project. 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 Guarantee, or its approved Application, a copy of which is attached as composite Exhibit B. 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 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. Page 3 of 5 2. Borrower's failure to obtain a Final Certificate of Occupancy or to open the proposed restaurant for business during the required business hours within one (1) year of the execution of this Agreement. 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. 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. Page 4 of 5 LOAN—TO—GRANT AGREEMENT — 949 CLEVELAND STREET, LLC Approved as to form: A Michael P. Fuino CRA Attorney BORROWER: By: its: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: -- C(.2°rlet‘CrtlecoS George N. Cretekos Chairperson Attest: Rosemarie CaII City Clerk ��\��,01+1 Vie �//i�,/ (<`,4 1,..' arFRq�c‹. ,, � o RATE ':OO.c ;>.tc: t,011`S?c� EZEI-�y r�reD-1` \s /"4 949 C - -� � �: d ��� " . - : 'da limited liability etirmpan* STATE OF FLORIDA ] COUNTY OF YTK f ] The foregoing instrument was acknowledged- before. this m day of driver's license 0D-6 , who is personally known to me-eir who has produced a as identification. My Commission expires: 0,2/2.S/23 Notary Public Page 5 of 5 Renese Johnson NOTARY PUBLIC STATE OF FLORIDA Comm# GG305797 Expires 2/25/2023