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05/17/2021 Community Redevelopment Agency Meeting Minutes May 17, 2021 City of Clearwater Main Library- Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 m Meeting Minutes Monday, May 17, 2021 8:00 AM Main Library - Council Chambers Community Redevelopment Agency Page 1 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 Roll Call Present 5 - Chair Frank Hibbard, Trustee Hoyt Hamilton, Trustee David Allbritton, Trustee Kathleen Beckman, and Trustee Mark Bunker Also Present—William B. Horne II — City Manager, Michael Delk — Assistant City Manager/Interim CRA Executive Director, Pamela K. Akin — City Attorney, Rosemarie Call — City Clerk, and Nicole Sprague — Deputy City Clerk To provide continuity for research, items are listed in agenda order although not necessarily discussed in that order. 1. Call to Order— Chair Hibbard The meeting was called to order at 8:00 a.m. 2. Approval of Minutes 2.1 Approve the April 12, 2021 CRA Meeting Minutes as submitted in written summation by the City Clerk. Trustee Hamilton moved to approve the April 12, 2021 CRA Meeting Minutes as submitted in written summation by the City Clerk. The motion was duly seconded and carried unanimously. 3. Citizens to be Heard Regarding Items Not on the Agenda — None. 4. New Business Items 4.1 Approve a program budget of$500,000 for the purposes of establishing a three-year arts exhibition, gallery space and programming with the Clyde Butcher Gallery featuring the work of internationally renowned photographer, Clyde Butcher, and authorize the appropriate officials to execute same. The purpose of this item is to request that the CRA Trustees establish a program budget of$500,000 to allow CRA staff to move forward with developing a three-year signature placemaking program based on the work of internally renowned photographer, Clyde Butcher. Building on the success of the Page 2 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 "Dreams of Dali" virtual reality exhibit which drew more than 4,600 visitors to downtown over a six-month period, staff is pursing a partnership with another well-known, accessible artist whose work will draw residents and visitors to downtown. During the renovation of Coachman Park and the Streetscape Phase III project, it is critical that there is a place for free, family friendly community engagement programs to take place. Arts exhibitions are excellent ways to draw visitors who then stay to shop and dine in local businesses. They are also attractive activities for hot or rainy days during the peak of summer. Staff has been in communications with the Clyde Butcher gallery since early February and is in the process of determining a viable location and build out costs to create a gallery space for Mr. Butcher's "Everglades" exhibit. There are currently no spaces in downtown that are ready to operate as a gallery. This exhibit features large scale, black and white photography of the Everglades National Park. The entire work is rarely seen at one time, in one location due to the size of the exhibit. It is highly popular and attracts thousands of visitors wherever it is on display. The 2018 Downtown Redevelopment Plan (Objective 3F and Policy 15) and the CRA 2021-2023 strategy calls for investment in cultural amenities in a way that reduces vacancy and provides free, family friendly entertainment options. The proposed program budget will be used for design and construction costs to create a gallery space, gallery operations (staffing/utilities/rent), artist fees and marketing/programming costs. Many of these elements are still in the planning phases and establishing a program budget is the next step to move forward with negotiating leases and service agreements. The CRA has until July 1, 2021 to finalize a location for the exhibit before the work will be released to other locations. If no viable solution can be found to show the work by that date, the approved funds will be available for other projects. Your approval is recommended. APPROPRIATION CODE AND AMOUNT: Funds are available in capital improvement project 3887552- R2002 Community Engagement and will be paid over three fiscal years FY20-21, FY21-22 and FY22-23. Cultural Affairs Coordinator Christopher Hubbard provided a PowerPoint presentation. In response to questions, Mr. Hubbard said the exhibit will be free for three years. Depending on the availability of the space, it is anticipated Page 3 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 that the exhibit will be open at least three days a week during the day and open to schools. The $500,000 budget includes rent. He said staff is examining the possibility of holding the exhibit in the Main Library, allowing funds for rental fees to be directed to programming. If a facility is not secured by July 1, all associated funds will be available to support other CRA programs. Mr. Hubbard said the collection is composed of 25 large format photographs. Funding for security can be addressed within the existing budget. Interim CRA Executive Director Michael Delk said the Library is enthusiastic about accommodating the exhibit in the Main Library, which will be manageable and accessible. Mr. Hubbard said the most expansive build-out was $250,000 at the warehouse, which had no existing amenities or ADA access. The artist's fee is included in the $500,000 budget. Mr. Delk said most of the parking along the Bluff will be intact, the Main Library will be open during the Imagine Clearwater construction. Trustee Allbritton moved to approve a program budget of $500,000 for the purposes of establishing a three-year arts exhibition, gallery space and programming with the Clyde Butcher Gallery featuring the work of internationally renowned photographer, Clyde Butcher, and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 4.2 Approve the transfer of Community Redevelopment Agency tax increment financing (TIF) funds to City of Clearwater construction projects for Wayfinding, Cleveland Streetscape Phase III, and the Mercado public plaza and authorize the appropriate official to execute same. The purpose of this item is to authorize the use of CRA funds towards the construction costs of three capital improvement projects identified in the 2018 Downtown Redevelopment plan. The CRA has reserved funds for the projects for several years as part of the capital improvement budgeting process. This agenda item will result in a transfer of funding from CRA project funds to City project funds. A full description of the projects and the approval of the construction budgets will be considered by City Council at their meeting on May 20, 2021. Wayfinding New wayfinding signage will be installed throughout downtown as part of a citywide wayfinding program. The CRA budgeted a total of$500,000 as a contribution for this program (fiscal years 2018 and 2019) and is now seeking Page 4 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 approval to transfer$500,000 of County TIF from CRA Project code R2006, Infrastructure-County to the City's Wayfinding project 315-92842 to fund construction. Streetscape Phase III and Mercado This streetscape project will result in a complete renovation of Cleveland Street from Missouri Avenue to South Highland Avenue including wider sidewalks, bicycle lanes, on-street parking, and enhanced landscaping. As part of this project, a new public plaza called the "Mercado" will be constructed at the intersection of Cleveland Street and Gulf to Bay Boulevard. The CRA Trustees approved the Mercado design in May 2020. The CRA budgeted $1,000,000 as a contribution for the streetscaping project in fiscal year 2018 and is now seeking approval to transfer $1,000,000 of TIF revenues to the City's project 315-C2102, Downtown Streetscaping to fund construction. The CRA budgeted $500,000 in CRA project R2004, Economic Development-County for the construction of the Mercado. Construction costs for the Mercado have risen by $437,795 bringing the total costs of construction for the Mercado to $937,795. The increased costs will be included in CRA's capital funding request for fiscal year 2021/22 to provide the remaining needed for this contract. Staff is seeking approval to fully fund construction of the Mercado as part of the city's streetscaping contract with Gibbs & Register, Inc. This is a significant improvement and a new public space for the Downtown Gateway that has been in the planning stages for over a decade. This project will utilize County TIF funds. Your approval to transfer $937,795 of County TIF from CRA Project code R2004 to the City's project 315-C2105, Mercado - Downtown Gateway, is recommended. APPROPRIATION CODE AND AMOUNT: 3887552-590800-R2006 - $500,000 for Downtown Wayfinding ENGF180001-TRF-TRNSFR - $1,000,000 for Streetscaping 3887552-590800-R2004 $ 500,000.00 - Gateway Mercado 3887552-590800-R2004 $ 437,795.00 (FY22) - Gateway Mercado In response to questions, Interim CRA Executive Director Michael Delk CRA funds may only be used in the CRA. The $500,000 is the CRA's contribution to the City's wayfinding program in the CRA area. Senior Landscape Architect Catherine Corcoran said the original $500,000 was an over-optimistic estimate for design and construction. The CRA supports the overall mission of the Cleveland Phase 3 streetscape and the Mercado project and saw value in contributing additional funding in order to move forward. Mr. Delk said, with regards to wayfinding, staff is trying to obtain consistency throughout the city. Staff developed a comprehensive Page 5 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 wayfinding sign plan that is challenged with increased construction costs as projects are delayed. The City Manager said wayfinding is like beauty, it is in the eye of the beholder. some individuals value wayfinding sings and believe it is essential. Ms. Corcoran said the wayfinding signs are for today's Clearwater, the poles were made taller to accommodate additional signs in the future. Ms. Corcoran said Phase 1 of the wayfinding sign plan is mostly located in the CRA and includes several localized neighborhood features. The City Manager said the focus of the wayfinding plan is to direct individuals from US Hwy 19 to Downtown. Staff can build on that and include neighborhood features but some neighborhoods do not want to be discovered. If neighborhoods are included in the wayfinding plan, seeking feedback from neighborhood residents would be appropriate. Mr. Delk said the CRA generates approximately$1.5 million in annual revenue. He said wayfinding signs can become dated over time. The wayfinding program designed for Downtown in the early 2000s may not have the broad applicability citywide. He said QR codes are not included in this part of the wayfinding plan but can be implemented later. Comments were made that staff estimates should be more realistic to avoid coming back for funding increases. There was council consensus to move forward with the streetscape and Mercado. Trustee Beckman moved to approve the transfer of Community Redevelopment Agency tax increment financing (TIF) funds to City of Clearwater construction projects for Wayfinding, Cleveland Streetscape Phase III, and the Mercado public plaza and authorize the appropriate official to execute same. The motion was duly seconded and carried unanimously. 4.3 Approve an Amendment to Agreement between the Community Redevelopment Agency and Amplify Clearwater, a Florida non-profit corporation, to produce and manage Downtown Clearwater events through Dec. 31, 2021 and authorize the appropriate officials to execute same. In March 2020, the CRA entered into a grant agreement for $40,000 with Amplify Clearwater to find creative ways to use Downtown Clearwater's public spaces and engage Clearwater residents and visitors through ten events of varying size. Due to the COVID-19 pandemic, events throughout the city of Clearwater have been cancelled or reduced in their size and scope in 2020 and 2021. Amplify has been unable to fulfill some portions of the work under the agreement's original terms, signed March 2020, as a result. Page 6 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 The CRA proposes an amendment to its existing agreement with Amplify: • The event agreement originally spans April 1, 2020 through Sept. 30, 2021. The CRA and Amplify will extend this events agreement through Dec. 31, 2021. • Exhibit A of the original agreement details a scope of events including one large-scale event (1,000+ people). The CRA will remove the requirement for one large-scale event in 2021 and instead require a small-scale event that falls under the city's events permitting requirements and CDC guidelines. • The final payment for events through this partnership will remain July 1, 2020. Any funds not spent by Dec. 31, 2021 for events or marketing associated with the original agreement will be returned to the CRA. • Amplify's staff costs associated with events through the partnership total $11,530 as of March 2021, and Amplify's total marketing costs associated with events through the partnership total $1,500. A list of events executed or underway is provided by Amplify (there are six as of April 2021). This program meets Objective 1 H: Maintain, activate and program parks, plazas and recreational areas and Objective 3F: Promote the visual and performing arts in the downtown plan. It aligns with the CRA's adopted strategy of creating and sharing positive stories about downtown. This grant will serve to incentivize activity in downtown, helping to foster a vibrant and active public realm, to create recreation and entertainment opportunities, to promote the visual and performing arts, and to support the community in creating a downtown they love. APPROPRIATION CODE AND AMOUNT: Funds for this contract are available in professional services 1 88931 1-5301 00 In response to questions, CRA Public Relations Manager Rosemary D'Amour said Amplify Clearwater has one individual dedicated to marketing events. Any funds not spent will be returned to the CRA at the end of the agreement. The events currently in the planning process for later this year are tentative, allowing staff to alter the events as needed. CRA Business Assistance Administrator Howard Smith attends the Downtown Clearwater Merchants Association meetings and updates members on upcoming events in an effort to seek potential partnerships. She said the Open Call for event ideas is still open, staff will determine if ideas are feasible before pursuing an event. Trustee Bunker moved to approve an Amendment to Agreement between the Community Redevelopment Agency and Amplify Clearwater, a Florida non-profit corporation, to produce and Page 7 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 manage Downtown Clearwater events through Dec. 31, 2021 and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 4.4 Approve a Contract for Purchase of Real Property located at 701 Franklin Street between the Community Redevelopment Agency of the City of Clearwater (CRA) and the City of Clearwater (City) for a purchase price of$525,000, and authorize the appropriate officials to execute same, together with all other instruments required to affect closing. On April 7, 2021, the CRA published notice of RFP 34-21 in the Tampa Bay Times advertising its intention to dispose the real property located at 701 Franklin Street ("the Property") and invited proposals to redevelop or rehabilitate the Property as an intermodal facility. The full Purchase Price has been reached through mutual agreement of the City of Clearwater City Council and the CRA Board of Trustees based on the CRA's $525,000.00 acquisition cost of the Property in August 2019. Other notable terms: - The City will have up to 60 days to conduct due diligence. - Closing will occur within 120 days of the effective date but may close sooner. APPROPRIATION CODE AND AMOUNT: N/A Trustee Hamilton moved to approve a Contract for Purchase of Real Property located at 701 Franklin Street between the Community Redevelopment Agency of the City of Clearwater (CRA) and the City of Clearwater (City) for a purchase price of $525,000, and authorize the appropriate officials to execute same, together with all other instruments required to affect closing. The motion was duly seconded and carried unanimously. 4.5 Authorize the CRA Executive Director to prepare an agreement for the development and sale of the property at 115 South Martin Luther King, Jr. Avenue and the adjoining vacant lot for the purposes identified in RFP/Q 25-21. The purpose of this item is to select Equity as the winning respondent for RFP/Q 25-21 and to authorize the CRA Executive Director to prepare an agreement for the sale and redevelopment of the subject property based on the proposal submitted. Page 8 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 After receiving a Letter of Interest and two verbal inquiries on the Community Redevelopment Agency (CRA) owned site at 115 South Martin Luther King, Jr. Avenue, the CRA issued an RFP to select a qualified applicant for the acquisition and development of the property located at 115 South Martin Luther King, Jr. Avenue and the adjoining vacant lot that sits on the NW corner of South Washington and Pierce Street as a restaurant, microbrewery/winery, creative office spaces or similar use designed to serve the surrounding neighborhood. This is a 1+/- acre site located downtown in the Prospect Lake Character District. The CRA received one response from Equity. The review committee read the proposal and evaluated the Developers Experience and Qualifications, Legal and Financial Feasibility, Ability to Meet Redevelopment Objectives, and Proposed Timeline for Construction. The applicant is proposing to demolish the existing warehouse and construct a live/work/play mixed use development. The project will include a 4,500sf brewery/restaurant with indoor and outdoor amenity space, an 11,000sf creative office and community event space under the CoHatch co-working concept and 35 apartment units. The applicant will purchase the property from the CRA for $650,000. The total estimated project cost is $14,815,000. They will provide 25% cash equity and will borrow the remaining 75% from one of three short-listed lenders that have funded projects with them in the past. The proposal was recommended to move forward for the following reasons: • The proposed mixed-use development meets downtown redevelopment goals of providing market rate rental housing, a brewpub, a co-working and a community gathering space that will serve the surrounding community • Preservation of existing healthy trees and greenspace to the maximum extent possible for use as an outdoor dining facility and neighborhood amenity • Utilizes or reconfigures the existing parking on site and a shared parking agreement with adjacent parking sites • Equity, CoHatch and North High Brewing have each successfully completed and sustained development projects in their areas of expertise • The applicant's commitment to collaboratively designing the outdoor amenity space with the CRA. This includes utilizing the previously approved $250,000 incentive funds for outdoor amenities. • Reasonable financial plan and construction timeline The proposed project meets the goals outlined in RFP/Q 25-21 that are derived from the 2018 Clearwater Downtown Redevelopment plan. Staff recommends selecting Equity as the winning respondent for RFP/Q 25-21 and authorizing the CRA Executive Director to prepare an agreement for the sale and Page 9 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 redevelopment of the subject property. In response to questions, Equity Development Officer Bruce Eisler said the initial preliminary ad shows studios and 1-bedroom apartments. There are a handful of 2 and 3-bedroom apartments. He said the apartments are still subject to design. CoHatch was founded in 2016 in Columbus, OH and is located in seven cities, including Tampa. The company typically remodels existing facilities to create their live, work, and play environment. He said CoHatch is a Christian-based program that provides donations to those in need in the local community. Trustee Allbritton moved to authorize the CRA Executive Director to prepare an agreement for the development and sale of the property at 115 South Martin Luther King, Jr. Avenue and the adjoining vacant lot for the purposes identified in RFP/Q 25-21. The motion was duly seconded and carried unanimously. 4.6 Authorize the Community Redevelopment Agency (CRA) Director to prepare a Loan to Grant Agreement with 527-531 Cleveland Street, LLC, in an amount not to exceed $500,000, for building improvements to implement the CRA Vacancy Reduction Grant Program (Part A) and authorize the appropriate officials to execute same. The purpose of this item is to request authorization for the CRA Director to prepare a loan to grant agreement with 527-531 Cleveland Street, LLC in an amount not to exceed $500,000 for interior and exterior building improvements as part of the CRA's Vacancy Reduction grant program (Part A). Program Background On April 12, 2021, the CRA Trustees adopted a new grant program to reduce vacancy by encouraging private investment to establish new, pedestrian generating uses for ground floor, commercial properties within the CRA district. The program has two parts with a total program budget of$1 million dollars for 2021 and 2022. Part A funds interior and exterior buildouts of vacant spaces to attract the following kinds of businesses: • Retail and restaurant businesses • Personal Services Industries (e.g., barber and beauty shops, health spas, dance studios, photography and art studios, tailoring, and other similar services) • Galleries, theaters, other cultural and community gathering spaces Page 10 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 Applications must include a concept site plan, interior and exterior concept plans, a narrative description of the proposed improvements, description of the future tenant/use, project timeline, and a scope of work with a minimum of two quotes from qualified vendors for completing the work. The total project cost is determined by the total costs of eligible grant expenses. The applicant must match the grant amount dollar for dollar on eligible expenses. The maximum grant amount per project for Part A is $500,000, which requires a total project cost of a minimum of$1,000,000. Part B provides additional funding for renovations and the purchase of specialty equipment for tenants and/or uses that will serve as a unique destination in downtown. This section requires the applicant submit additional information that illustrates how the proposed tenant will serve as a catalyst for an increased number of visitors downtown. The maximum grant amount per project for Part B is $500,000 which requires a total project cost of a minimum of$1,000,000. Matching funds cannot be counted twice. Any matching funds used for a Part A grant, cannot be used for Part B grant. Applicant Request The applicant has applied for a $1 million dollar grant from the CRA to combine two buildings, 527-531 Cleveland Street, to renovate approximately 11,000 square feet of vacant and underutilized space to support a full-service restaurant and six micro-breweries. One of the breweries will be part of an incubator program. The estimated total project cost is $2,041,775. The project will be a complete renovation of two buildings including new facades, new roof, windows, doors, electrical, mechanical, plumbing, HVAC, floor system and a fire sprinkler system. The current request does not include any kitchen or brewery incubator equipment. 527-531 Cleveland Street, LLC is the owner of the buildings. They will lease to Scorpion Hall as the master tenant who will then sub-lease to a restaurant and six micro-brewers. Scorpion Hall will also provide management services and incubator training. Daniels Ijakevs is the authorized decision maker for 527-531 Cleveland Street, LLC and the majority stakeholder in Scorpion Hall. He holds Entrepreneurship Center Management certification awarded by the International Business Innovation Association which he anticipates using to design and manage the brewery incubator program. The applicant believes that five micro-breweries with one "incubated brewer" is a catalytic use and qualifies for a Part B grant. Staff Recommendation The application and supplemental materials for Part A is substantially complete. The proposed use of a full-service restaurant and micro-breweries, the building improvements and the project location are consistent with the goals and objectives of the 2018 Downtown Redevelopment and 2021-2023 CRA Page 11 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 Strategy. Specifically: 2018 Downtown Redevelopment Plan - Objective 1 E: Maintain Cleveland Street as Downtown's Main Street which is valued for its historic character and pedestrian scale Objective 2B: Strengthen Cleveland Street, Osceola and Fort Harrison Avenues as local, pedestrian oriented streets. Objective 4A: Encourage redevelopment that contains a variety of building forms and styles. CRA 2021-2023 Strategy.- Focus trategy.Focus Area Two: Increase investor confidence Objectives: 2.A. Attract $50 million dollars in private investment and 2.D. Reduce the number of ground floor, vacant commercial buildings by 10% Focus Area Three: Placemaking and Placekeeping Objective: 3.C. Improve the physical appearance of blighted residential and commercial properties The 500 block of Cleveland Street is a highly visible location in downtown and the current properties need significant improvement. The quality of the proposed improvements and the tenant mix justify a full Part A grant award. The applicant proposes a financial match from private equity sources and can meet the required 18-month construction timeline. Staff recommends establishing grant approval of up to a maximum of$500,000 for the proposed project and moving forward with developing a grant agreement that would return to the CRA Trustees for consideration at a future meeting. The application for Part B is incomplete and staff recommends the applicant consider bringing forward a complete request once sub-tenants have been identified and any of the information required on the application form Part B:1 can be provided. If the CRA Trustees wish to move forward with drafting a five-year loan to grant agreement for Part A, the following conditions will apply: 1. An accurate project budget including cost estimates and matching funds for eligible interior and exterior improvements that will establish the final CRA grant amount. 2. A building permit 3. A Clearwater Business Tax Receipt 4. A tenant lease 5. A payment schedule 6. A commitment to a five-year loan to grant agreement secured through one or more of the following methods: • A mortgage on the property • A personal guarantee • A promissory note Page 12 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 APPROPRIATION CODE AND AMOUNT: Funds are available in CRA project code 3887552-R2003 ED-City In response to questions, Applicant Festus Porbeni said both grant requests must be approved at the same time in order for the grant request to work. The building was in disrepair when purchased. He said the current tenants cover the costs associated with maintenance and taxes but it has been difficult to attract tenants due to the renovations required and Downtown rental rates. He said the requested$1 million will be used to fix up the space; the second grant request will be used to purchase needed equipment. Assistant City Attorney Michael Fuino said Part A of the grant program is for building improvements, such as ADA requirements, facade and bathrooms, and provides a $500,000 maximum award. The applicant must present certain evidence, such newspaper articles, awards or previous successes, in order to reach the additional $500,000. Staff determined the applicant submitted an incomplete application because it lacked evidence that six tenants were confirmed, the application only details proposals for six businesses. Mr. Fuino said the applicant did not submit evidence of a catalytic element and does not meet the requirement for the additional $500,000 at this time. Applicant Daniels Ikajevs said tenant solicitations will not occur until there is CRA commitment. One does not build out space until there are tenants. Mr. Delk said one of the reasons why the building remains empty because it is not occupiable. He said staff supports the additional $500,000 but the property owner must make a stronger commitment for the tenants and the economic development portion of the project in order to qualify for Part B. The City Attorney said Part A is to get the structure in condition and Part B is to prepare for the catalytic occupancy and to have the catalytic occupants. Part B is not ready yet. The Trustees can approve Part A now. The Applicant may come back for Part B when ready. Discussion ensued with support expressed to fund Part A of the request now and fund Part B when the requirements are met. Trustee Beckman moved to authorize the Community Redevelopment Agency (CRA) Director to prepare a Loan to Grant Agreement with 527-531 Cleveland Street, LLC, in an amount not to exceed $500,000, for building improvements to implement the CRA Vacancy Reduction Grant Program (Part A) Page 13 City of Clearwater Community Redevelopment Agency Meeting Minutes May 17, 2021 and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 5. Director's Report — None. 6. Adjourn The meeting adjourned at 9:26 a.m. .7(//1‘4-C1/ Chair Attest Community Redevelopment Agency City Clerk City of Clearwater Page 14