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GRANT AGREEMENT # 21-WB001 - WHITEBOX GRANT PROGRAM AGREEMENTWHITEBOX GRANT PROGRAM AGREEMENT Grant Agreement: 21-WB001 This Whitebox Grant Agreement ("Agreement") is made as of June 16, 2021 by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes (AGENCY), and Green Culture 2 LLC dba "Green Culture Clearwater" ("Applicant"). 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 which provides that a community redevelopment agency may undertake and carry out community redevelopment and related activities within the community redevelopment area; and WHEREAS, Objective 1 E of the Clearwater Downtown Redevelopment Plan ("the Plan") provides that Cleveland Street is Downtown's main street and valued for its historic character and pedestrian scale; and WHEREAS, Objective 4D of the Plan provides that the Agency will encourage renovation, restoration, and reuse of existing historic structures to maintain the character of Downtown's neighborhood; and WHEREAS, on March 15, 2021, the Agency implemented the Whitebox Grant Program ("the Program") with the goals of reducing vacant properties in Downtown Clearwater, increasing the number of commercial spaces suitable for "pop-up" uses to create new retail and cultural destinations in Downtown, and attracting new businesses to Downtown; and WHEREAS, on May 17, 2021, the Agency received an application from the Applicant ("the Application"), a true and correct copy of which is attached to this Agreement as Exhibit "A", requesting financial assistance under the Program to renovate the property located at 420 Cleveland Street, Clearwater, FI 33755 ("the Property"), which includes Green Culture a modern inspired plant -based restaurant that focuses on healthy foods and healthy living ("the Project"); and WHEREAS, the Applicant has represented that the total cost of the Project is $100,000; 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; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: I. 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 Application, 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. APPLICANT RESPONSIBILITIES 3. Development of the Project. The Applicant shall redevelop the Property in substantial compliance with the Project and the Application, and obtain a final certificate of occupancy from the City of Clearwater ("the City") within 12 months of the Effective Date. 4. Obtaining a Business Tax Receipt. The Applicant shall obtain a Business Tax Receipt from the City within 60 days of the Effective Date. 5. Occupy the Property. Once the Project is complete and either a certificate of occupancy or a certificate of completion has been issued, the Applicant shall occupy the Property as a restaurant that for a minimum of two (2) years. III. AGENCY RESPONSIBILITIES [MU21-9311-059/271549/1 ] 6. Grant Funding. The Agency shall reimburse the Applicant for 50% of the Project's costs up to a maximum of $50,000.00 ("reimbursement funds"), payable only if: a) the Applicant obtains a final certificate of occupancy or a final certificate of occupancy, as the case may be, from the City within 12 months of the Effective Date; and b) the Applicant produces evidence that it has actually incurred these Project costs to the satisfaction of the Agency's Executive Director. IV. APPLICANT DEFAULT 7. Failure to Obtain Final Certificate of Occupancy. If the Applicant fails to obtain a final certificate of occupancy from the City within 12 months of the Effective Date, then the Applicant will be in default under this Agreement. If the event of default is the Applicant's failure to obtain a final certificate of occupancy from the City within 12 months of the Effective Date, then the parties agree that this Agreement shall be null and void, and that the Agency will have no further responsibility to the Applicant, including the responsibility to tender the reimbursement funds to the Applicant. 8. Failure to Obtain a Business Tax Receipt. If the Applicant fails to obtain a Business Tax Receipt from the City within 60 days of the Effective Date, then the Applicant will be in default under this Agreement. If the event of default is the Applicant's failure to obtain Business Tax Receipt from the City within 60 days of the Effective Date, then the parties agree that this Agreement shall be null and void, and that the Agency will have no further responsibility to the Applicant, including the responsibility to tender the reimbursement funds to the Applicant. 9. Failure to Occupy the Property. If the Applicant fails to occupy the Property as a restaurant for a minimum of two (2) years following completion of the Project and issuance of a certificate of completion or a certificate of occupancy then the Applicant will be in default under this Agreement. 10. 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 Applicant: A. The Applicant shall make a general assignment for the benefit of 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 Applicant or any material part of such entity's properties; or [MU21-9311-059/271549/1 ] B. Within 60 days after the commencement of any proceeding by or against the Applicant 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 Applicant 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 Sections 9 or 10 then the parties agree that: a) this Agreement shall be null and void; b) that the Agency will have no further responsibility to the Applicant, including the responsibility to tender the reimbursement funds to the Applicant; and c) that if the Agency has tendered reimbursement funds to the Applicant, 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. 11. Notice of Default and Opportunity to Cure. The Agency shall provide written notice of any default under this Agreement and provide the Applicant 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 Applicant's notice address or when delivered to the Applicant if sent by a different means. V. MISCELLANEOUS 12. Notices. All notices, demands, requests for approvals or other communications 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 Applicant: To the Agency: None Per Applicant Community Redevelopment Agency of the City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: Attention: Executive Director N/A with copies to: City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: City Attorney 13. 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. [M U21-9311-059/271549/1 ] "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 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 party becoming aware (or with the exercise of reasonable diligence should have become aware) of such occurrence. The party 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 party is the Applicant 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 Applicant must be approved by the Agency's trustees. 14. Indemnification. The Applicant 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 loss, 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 Applicant's activities or those of any approved or unapproved invitee, contractor, subcontractor, or other person approved, authorized, or permitted by the Applicant 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. [MU21-9311-059/271549/1 ] 15.Assignability; Complete Agreement. This Agreement is non -assignable by either party and constitutes the entire Agreement between the Applicant 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. 16. 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 Applicant, and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by the Agency or the Applicant, but by all equally. 17. 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. 18.Amendments. This Agreement cannot be changed or revised except by written amendment signed by all parties hereto. 19. 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, consent 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 Applicant 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 Applicant 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 Applicant at the address for notices as provided in Section 10. [M U21-9311-059/271549/1 ] 20. 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 June 16, 2024. Approved as to form: Michael P. Fuino CRA Attorney COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA Mcae e i I D Ilk, In Director Community Redevelopment Agency By: Attest: Rosemarie Call City Clerk APPLICANT: Green Culture 2 LLC By: Michele Fasnacht Owner igriature Its: 420 Cleveland Street, Clearwater, FI 33755 STATE OF FLORIDA COUNTY OF PINELLAS ] Date The foregoing instrument was acknowledged before me this _ day of , 2021 by , who is personally known to me or who has produced a driver's license as identification. My Commission expires: Notary Public [MU21-9311-059/271549/1 ]