GRANT AGREEMENT FOR REDEVELOPMENT OF REAL PROPERTY - AGREEMENT FOR RESTRICTED LAND USE - PERSONAL GUARANTY OF AGREEMENTGRANT AGREEMENT FOR REDEVELOPMENT OF REAL PROPERTY
This Grant Agreement for Redevelopment of Real Property located 0708 Chestnut
Street, Clearwater, FL 33756 ("Agreement") is made as of May A9-7^-, 2020 ("the
Effective Date"), by and between the COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the Sate
of Florida created pursuant to Part III, Chapter 163, Florida Statutes ("Agency"), and
CHESTNUT AND MYRTLE LLC, a Florida limited liability company ("Developer").
WITNESSETH:
WHEREAS, the Agency was created to implement the community redevelopment
activities in the Florida Community Redevelopment Act of 1969 ("the Act") codified at
Chapter 163, Part III, Florida Statutes; and
WHEREAS, § 163.387(6)(c)(9), Florida Statutes provides that the budget of a
community redevelopment agency may provide for payment undertakings described in a
redevelopment plan and for expenses that are necessary to exercise the powers granted
to a community redevelopment agency under § 163.370, Fla. Stat.; and
WHEREAS, § 163.370(2)(a), Florida Statutes provides that one such power is the
ability to make and execute contracts and other instruments necessary or convenient to
the exercise of a community redevelopment agency's exercise of its power under the Act;
and
WHEREAS, another such power is found in § 163.370(2)(c), Florida Statutes w'�ich
provides that a community redevelopment agency may undertake and carry out
community redevelopment and related activities within the community redevelopment
area; and
WHEREAS, Objective 1G of the Clearwater Downtown Redevelopment Plan ("the
Plan") provides that the Agency will continue to utilize a variety of incentives to encourage
construction of new residential uses; and
WHEREAS, on February 13, 2020 the Agency received an application from the
Developer ("the Application"), a true and correct copy of which is attached to this
Agreement as Exhibit "A", requesting financial assistance to construct a mixed-use project
at 708 Chestnut Street, Clearwater, FL 33756 ("the Property"), which includes 14 new
residential apartment units and 17 parking spaces in Downtown ("the Project"); and
WHEREAS, the Developer has represented that the total cost of the Project is $3.3
million, which includes $750,000.00 for land acquisition, and that the Developer will not be
able to complete the Project without financial assistance from the Agency; and
WHEREAS, at a duly called public meeting on March 16, 2020 the Agency
authorized its Executive Director to begin negotiations for a possible grant agreement of
up to $500,000.00 to help fund the Project; and
WHEREAS, the Agency finds that providing financial assistance for redevelopment
of blighted real property is a permissible expenditure under the Agency's approved budget
and the Act; and
WHEREAS, the Agency finds that the Property currently sits in a blighted state; and
WHEREAS, the Agency finds that the Project comports with and furthers the goals,
objectives, and policies of the Plan; and
WHEREAS, at a duly called public meeting on May 18, 2020 the Agency approved
this Agreement and authorized and directed its execution by the appropriate officials of the
Agency; and
WHEREAS, the Developer is a limited liability company organized under the laws
of the State of Florida and the members (as that term is defined in the operating
agreement of the Developer) of Developer have approved this Agreement and have
authorized and directed certain individuals to execute this Agreement on behalf of
Developer;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereby agree as follows:
1. GENERAL
1. Recitals. The foregoing recitals are true and correct and are incorporated in and
form a part of this Agreement.
2. Intent; Purpose of Agreement. The purpose of this Agreement is to further the
implementation of the Plan by providing for the development, construction, and
operation of the Project in substantial compliance with the conceptual plans that are
attached to this Agreement as Exhibit "B", all to enhance the quality of life, add new
residents to the Downtown, and improve the aesthetic and useful enjoyment of the
Downtown through the eradication of conditions of blight, all in accordance with and in
furtherance of the Plan and as authorized by and in accordance with the Act.
II. DEVELOPER RESPONSIBILITIES
3. Development of the Project. The Developer shall redevelop the Property in
substantial compliance with the Project and the conceptual plans that are attached to
this Agreement as Exhibit "B", and obtain a final certificate of occupancy from the City of
Clearwater ("the City") within 24 months of the Effective Date.
4. Maintaining the Units as Rentals. The Developer shall maintain the 14
residential apartment units described in the Application and the conceptional plans as
rental units for a period of five years after a final certificate of occupancy from the City is
issued.
III. AGENCY RESPONSIBILITIES
5. Grant Funding. The Agency shall reimburse the Developer for 50% of the
Project's costs up to a maximum of $500,000.00 ("reimbursement funds"), payable only
if: a) the Developer obtains a final certificate of occupancy from the City within 24
months of the Effective Date; and b) the Developer produces evidence that it has
actually incurred these Project costs to the satisfaction of the Agency's Executive
Director.
IV. DEVELOPER DEFAULT
6. Failure to Complete Proiect. If the Developer fails to complete the Project in
substantial compliance with the Application and the conceptual plans or if the Developer
fails to obtain a final certificate of occupancy from the City within 24 months of the
Effective Date, then the Developer will be in default under this Agreement. For
purposes of this Section, "substantial compliance" means, at a minimum, that the
Property has been redeveloped to include 14 new residential apartment units and 17
parking spaces. If the event of default is the Developer's failure to complete the Project
in substantial compliance with the Application and the conceptual plans or obtain a final
certificate of occupancy from the City within 24 months, and if the Agency has not
tendered the reimbursement funds to the Developer, then the parties agree that this
Agreement shall be null and void, and that the Agency will have no further responsibility
to the Developer, including the responsibility to tender the reimbursement funds to the
Developer.
Moreover, if the event of default is the Developer's failure to complete the project
in substantial compliance with the Application and the conceptual plans, and if the
Agency has tendered the reimbursement funds to the Developer, then the parties agree
that the Agency shall be entitled to either: a) specific performance of this Agreement; or
b) return of all reimbursement funds plus default interest at a rate of 10% starting from
the date of default.
7. Failure to Maintain the Units as Rentals. If the Developer fails to maintain the 14
residential apartment units as rental units for a period of five years after a final
certificate of occupancy from the City is issued, then the Developer will be in default
under this Agreement. If the event of default is the Developer's failure to maintain the
14 residential apartment units as rental units for a period of five years after a final
certificate of occupancy from the City is issued, and if the Agency has not disbursed the
reimbursement funds to the Developer, then the parties agree that this Agreement shall
be null and void, and that the Agency will have no further responsibility to the
Developer, including the responsibility to tender the reimbursement funds.
Moreover, if the event of default is the Developer's failure to maintain the 14
residential apartment units as rental units for a period of five years after a final
certificate of occupancy from the City is issued, and if the Agency has tendered the
reimbursement funds to the Developer, then the parties agree that the Agency shall be
entitled to either: a) specific performance of this Agreement; or b) return of all
reimbursement funds plus default interest at a rate of 10% starting from the date of
default.
8. Other Events of Default. In addition to the foregoing, the occurrence of any one
or more of the following after the Effective Date shall also constitute an event of default
by the Developer:
A. The Developer shall make a general assignment for the benefit o. its
creditors, or shall admit in writing its inability to pay its debts as they become
due or shall file a petition in bankruptcy, or shall be adjudicated a bankrupt or
insolvent, or shall file a petition seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future statute, law or regulation or shall file an answer admitting, or
shall fail reasonably to contest, the material allegations of a petition filed
against it in any such proceeding, or shall seek or consent to or acquiesce in
the appointment of any trustee, receiver or liquidator of the Developer or any
material part of such entity's properties; or
B. Within 60 days after the commencement of any proceeding by or against the
Developer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, such proceeding shall not have been
dismissed or otherwise terminated, or if, within 60 days after the appointment
without the consent or acquiescence of the Developer of any trustee, receiver
or liquidator of any of such entities or of any material part of any of such
entity's properties, such appointment shall not have been vacated.
If the event of default is one of the events listed in this Section 8 then the parties agree
that: a) this Agreement shall be null and void; b) that the Agency will have no fug ner
responsibility to the Developer, including the responsibility to tender the reimbursement
funds to the Developer; and c) that if the Agency has tendered reimbursement funds to
the Developer, then the Agency shall be entitled to return of all reimbursement funds
plus default interest at a rate of 10% starting from the date of default.
9. Notice of Default and Opportunity to Cure. The Agency shall provide written
notice of any default under this Agreement and provide the Developer 30 days from the
date the notice is sent to cure the default. This notice will be deemed sent when sent by
first class mail to the Developer's notice address or when delivered to the Developer if
sent by a different means.
V. MISCELLANEOUS
10. Notices. All notices, demands, requests for approvals or other communica,. ns
given by either party to another shall be in writing, and shall be sent to the office for each
party indicated below and addressed as follows:
To the Developer:
Chestnut and Mrytle, LLC
519 Cleveland Street
Suite 103
Clearwater, FL 33755
Attention: Raymond Cassano
To the Agency:
Community Redevelopment Agency of the City
of Clearwater
P.O. Box 4748
Clearwater, Florida 33758
Attention: Executive Director
with copies to:
City of Clearwater
P.O. Box 4748
Clearwater, Florida 33758
Attention: City Attorney
11. Unavoidable Delay. Any delay in performance of or inability to perform any
obligation under this Agreement (other than an obligation to pay money) due to any
event or condition described in this Section as an event of "Unavoidable Delay" shall be
excused in the manner provided in this Section.
"Unavoidable Delay" means any of the following events or conditions or any
combination thereof: acts of God, acts of the public enemy, riot, insurrection, war,
pestilence, archaeological excavations required by law, unavailability of materials after
timely ordering of same, building moratoria, epidemics, quarantine restrictions, freight
embargoes, fire, lightning, hurricanes, earthquakes, tornadoes, floods, extremely
abnormal and excessively inclement weather (as indicated by the records of the local
weather bureau for a five year period preceding the Effective Date), strikes or labor
disturbances, delays due to proceedings under Chapters 73 and 74, Florida Statutes,
restoration in connection with any of the foregoing or any other cause beyond the
reasonable control of the party performing the obligation in question, including, without
limitation, such causes as may arise from the act of the other party to this Agreement, or
acts of any governmental authority (except that acts of the Agency shall not constitute
an Unavoidable Delay with respect to performance by the Agency).
An application by any party hereto ("the Applicant") for an extension of time
pursuant to this Section must be in writing, must set forth in detail the reasons and
causes of delay, and must be filed with the other party to this Agreement within 30 days
following the occurrence of the event or condition causing the Unavoidable Delay or 30
days following the Applicant becoming aware (or with the exercise of reasonable
diligence should have become aware) of such occurrence.
The Applicant shall be entitled to an extension of time for an Unavoidable Delay
only for the number of days of delay due solely to the occurrence of the event or
condition causing such Unavoidable Delay and only to the extent that any such
occurrence actually delays that party from proceeding with its rights, duties and
obligations under this Agreement affected by such occurrence. In the event the
Applicant is the Developer then the Agency's Executive Director is authorized to grant
an extension of time for an Unavoidable Delay for a period of up to 6 months. Any
further requests for extensions of time from the Developer must be approved by the
Agency's trustees.
12. Indemnification. The Developer agrees to assume all risks of inherent in this
Agreement and all liability therefore, and shall defend, indemnify, and hold harmless the
Agency, its officers, agents, and employees from and against any and all claims of ' ss,
liability and damages of whatever nature, to persons and property, including, without
limiting the generality of the foregoing, death of any person and loss of the use of any
property, except claims arising from the negligence of the Agency or Agency's agents or
employees. This includes, but is not limited to, matters arising out of or claimed to have
been caused by or in any manner related to the Developer's activities or those of any
approved or unapproved invitee, contractor, subcontractor, or other person approved,
authorized, or permitted by the Developer whether or not based on negligence. Nothing
herein shall be construed as consent by the Agency to be sued by third parties, or as a
waiver or modification of the provisions or limits of Section 768.28, Florida Statutes or
the Doctrine of Sovereign Immunity.
13. Assignability; Complete Agreement. This Agreement is non -assignable by either
party and constitutes the entire Agreement between the Developer and the Agency 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.
14. Applicable Law and Construction. The laws of the State of Florida shall govern
the validity, performance, and enforcement of this Agreement. This Agreement has
been negotiated by the Agency and the Developer, and the Agreement, including,
without limitation, the Exhibits, shall not be deemed to have been prepared by the
Agency or the Developer, but by all equally.
15. Severability. 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 Agreement.
16.Amendments. This Agreement cannot be changed or revised except by written
amendment signed by all parties hereto.
17. Jurisdiction and Venue. For purposes of any suit, action or other proceeding
arising out of or relating to this Agreement, the parties hereto do acknowledge, con ant
and agree that venue thereof is Pinellas County, Florida.
Each party to this Agreement hereby submits to the jurisdiction of the State of
Florida, Pinellas County and the courts thereof and to the jurisdiction of the United
States District Court for the Middle District of Florida, for the purposes of any suit, action
or other proceeding arising out of or relating to this Agreement and hereby agrees not to
assert by way of a motion as a defense or otherwise that such action is brought in an
inconvenient forum or that the venue of such action is improper or that the subject
matter thereof may not be enforced in or by such courts.
If, at any time during the term of this Agreement, the Developer is not a resident
of the State of Florida or has no office, employee, agency, registered agent or general
partner thereof available for service of process as a resident of the State of Florida, or if
any permitted assignee thereof shall be a foreign corporation, partnership or other entity
or shall have no officer, employee, agent, or general partner available for service of
process in the State of Florida, the Developer hereby designates the Secretary of State,
State of Florida, its agent for the service of process in any court action between it and
the Agency arising out of or relating to this Agreement and such service shall be made
as provided by the laws of the State of Florida for service upon a nonresident; provided,
however, that at the time of service on the Florida Secretary of State, a copy of such
service shall be delivered to the Developer at the address for notices as providE. ; in
Section 10.
18. Termination. If not earlier terminated as provided in this Agreement, the term of
this Agreement shall expire and this Agreement shall no longer be of any force and
effect on December 1, 2026.
Approved as to form:
Michael P. Fuino
CRA Attorney
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF LEARWATER, FLORIDA
By:
nk Hibbard
airperson
Attest:
Rosemarie Call
City Clerk
BORROWER: Chestnut and Mrytle, LLC
u
By:
Its:
STATE OF FLORIDA ]
COUNTY OF PINELLAS ]
The foregoing instrument was acknowledged before me this 15 day of ►-t ,
2020 by , who is personally known to me or who
has produced a driver's license as identification.
My Commission expires:
*o1N'Y TRACEY SIMEK
•
Commission # GG 960764
ry Q
0,0$4,- Expires May 6, 2024
Nota Publ ,0orno* Bonded Tf,,,, BudgetNotary Sinker
Prepared by and Return To:
Michael P. Fuino, Esq.
CRA Attorney
600 Cleveland Street, Ste. 600
Clearwater, FL 33755
AGREEMENT FOR RESTRICTED LAND USE
,��THIS AGREEMENT is made and entered into this day of ,
, by and between COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the
"AGENCY"), whose address is P.O. Box 4748, Clearwater, Florida 33758, and
CHESTNUT AND MRYTLE LLC, a Florida limited liability company (the "DEVELOPER"),
whose address is 519 Cleveland Street, Ste. 103, Clearwater, Florida 33755 (collectively
the "PARTIES").
WHEREAS, the DEVELOPER is the owner of that certain real property as
described in Exhibit "A" ("the Property"), attached hereto and made a part hereof; and
WHEREAS, the PARTIES have entered into a certain Grant Agreement for
Redevelopment of Real Property (the "Grant Agreement"); and
WHEREAS, one of the requirements of the Grant Agreement is that the
DEVELOPER use and maintain a certain portion of the Property as 14 rental, residential
apartment units with 17 parking spaces for a period of five (5) years from the c+'te the
DEVELOPER obtains a final certificate of occupancy from the City of Clearwater (the
"CITY"); and
WHEREAS, the PARTIES intend to make that land use restriction binding on the
DEVELOPER, its successors, and its assigns.
THEREFORE, for and in consideration of the mutual covenants herein contained,
together with other good and valuable consideration, the receipt of which is hereby
acknowledged, the PARTIES agree as follows:
1. It is distinctly understood and agreed to by the PARTIES hereto that a
portion of the Property shall be used as 14 rental, residential apartment
units with 17 parking spaces for a period of five (5) years from the date the
DEVELOPER obtains a final certificate of occupancy from the CITY.
2. That the DEVELOPER, its successors, and its assigns shall be liable to the
AGENCY in the amount of One Hundred and 00/100 Dollars ($100.00) in
liquidated damages for each day that a portion of the Property is not used as
14 rental, residential apartment units with 17 parking spaces until the five (5)
years from the date the DEVELOPER obtains a final certificate of occipancy
from the CITY. Such liquidated damages are intended to represent estimated
actual damages and are not intended as a penalty.
3. That this Agreement and the use restriction contained therein shall be a
covenant running with the Property and shall bind the DEVELOPER, its
successors, and its assigns, and shall not be released or terminated except
upon the express written consent of the AGENCY.
4. That this Agreement shall be recorded in the Public Records of Pinellas
County, Florida, to serve as record notice to successors in interest of the
restriction on the City Property.
5. It is agreed that this document contains the entire agreement between the
PARTIES as to the matter herein contained, and this Agreement shall not
be modified except by an amendment in writing, signed by all PARTIES
hereto.
IN WITNESS WHEREOF, the parties have executed this agreement on the day and year
first above written.
[SIGNATURE PAGE FOLLOWS]
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER
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executive Director C . : firman
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this day of
,4 , 2020, by Frank Hibbard, as Chairman, and Amanda Thompson, as the
Executive Director of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
d politic and corporate, on behalf of said entity. Such persons are
onall known to m - r presented as identification.
4i ' Notary Public State of Florida
a . Patricia A Kuligowski
dr My Comisaiorr� GG 131393
itja Expires 1 m012 012 021
My Commission Expires:
My Commission Number:
ate
Notary Public, State of Fl Ida
CHESTNUT AND MRYTLE LLC
a Florida limited liability company
By:
Its:
0( S
STATE OF FLORIDA )
COUNTY OF
The foregoing instrument was acknowledged before me this day of
, 2020, by , as
of Chestnut and Mrytle, LLC, a Florida limited liability company, on behalf of the
company. He/She is personally known to me or who produced
as identification.
s act-e-
Print/Type Name:
Notary Public
Notary Public
Notary Public
Acknowledgment by Individual
State of Florida
County of
The foregoing instrument was acknowledged before me this
of , 20 2a), by means of kphysical presence or ❑ online notarization
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C c V\)(name of person acknowledging).
(4AQ\kc
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WELLS
FARGO
day
❑ Personally known to me
Produced Identification
Type of Identification Produced
Notary signature
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Notary name (typed or printed) J ��`'�hi Ce
Title (e.g., Notary Public)
Place Seal Here
Nsk Notary Public State of Florida
Juan Carlos Lopez
of aiMy Commission 00 083280
Expires 04/02/2021
For Bank Purposes Only
Description of Attached Document
Type or Title of Document
Yom@. wta�,/�-� �-�. c4-1 l L.-&-/1)
Document Date
Signer(s) Other Than Named Above
Number of Pages
I
01
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F 00 1- 000 DS G5 350 F L
m 2020 Wells Fargo Bank, N.A. All rights reserved.
D5G5350FL/595501 (Rev 03 - 02/20)
1
EXHIBIT A
Lots 6 and 7, and that part of Lot 8, Tying East of railroad right of way, Less
the North 6 feet of each of said Lots, all in Block 14, of MAGNOLIA PARK,
according to the Plat thereof, as recorded in Plat Book 1, Page 70, and
amended in Plat Book 3, Page 43, of the Public Records of Pinellas County,
Florida.
Parcel ID No.: 15-29-15-54450-014-0060
Commonly referred to as: 708 Chestnut Street, Clearwater, FL 33756
PERSONAL GUARANTY OF AGREEMENT
In consideration of the execution by Community Redevelopment Agency of the City of
Clearwater, Florida, a public body corporate and politic of the State of Florida ("CRA") of
the foregoing Grant Agreement for Redevelopment of Real Property ("Agreement") for
property located at 708 Chestnut Street, Clearwater, FL 33756 ("Property"), the
undersigned ("Guarantor", whether one or more) hereby guarantees to CRA, its
successors and assigns, the full performance and observance by Chestnut and Mrytle,
LLC ("Developer") of all the covenants, conditions and agreements in the Agreement on
Developer's part to be performed including, without limitation, the redevelopment and
maintenance of the Property as contemplated 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 Gu rantor
hereunder shall not be terminated, affected or impaired by reason of the assertion or lack
of assertion by CRA against Developer 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 Developer; (b) to
proceed against or exhaust any security held from Developer; 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: N , 2020.
GUARANTOR
nd P. Cassano
Spousal Consent
mrani
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.
(signature of spouse)
/ L4 tie J
Printed Name of SP oust/
(signature of spouse)
Printed Name of Spouse