PROMISSORY NOTE AND PERSONAL GUARANTY OF AGREEMENT AND LOAN TO GRANT AGREEMENT - 1011 CLEVELAND STREETCITY OF CLEARWATER COMMUNITY REDEVELOPMENT AGENCY
PROMISSORY NOTE
THIS AGREEMENT, entered into this off') day oft -a-44-' , 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").
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 1011 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 Ea, Yr), OO ("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 $250,000.00 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
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:
Borrower Signature
STATE OF FLORIDA )
COUNTY OF G 01, )
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Notary Public
Renese Johnson
NOTARY PUBLIC
STATE OF FLORIDA
Comm# GG305797
Expires 2/25/2023
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 1011 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 attorney'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.
1\64i %IL*
(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 14\ day ofJ-eAn 4. -, 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 intemal 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 $250,000.00; and
WHEREAS, the CRA did approve the Borrower's full application in the amount of
$250,000.00 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 1011 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 $250,000.00.
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.
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:
Michael P. Fuino
CRA Attorney
BORROWER: 949
By:
its:
e .n
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA
-AltnCf4O$
By:
Attest:
George N. Cretekos
Chairperson
4_J
Rosemarie Call
City Clerk
, a Florida limited liability company
STATE OF FLORIDA
COUNTY OF Cac
The foregoing instrument was acknowledged befarene this .27' day of
nikv aDa(5 , who is ona y nown o me or who has produced a
driver's licensd as identification.
My Commission expires: 6425/.2_3
CL,,
Notary Public
Page 5 of 5
ART
Renese Johnson
NOTARY PUBLIC
STATE OF FLORIDA
? Comm# GG305797
E ie Expires 2/25/2023