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09/13/2021Monday, September 13, 2021 8:00 AM City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Main Library - Council Chambers Community Redevelopment Agency Meeting Agenda September 13, 2021Community Redevelopment Agency Meeting Agenda Citizens wishing to provide comments on an agenda item are encouraged to do so in advance through written comment. The City has established the following options: 1)eComments via Granicus - eComments is integrated with the published meeting agenda. Individuals may review the agenda item details and indicate their position on the item. You will be prompted to set up a user profile to allow you to comment, which will become part of the official public record. The eComment period is open from the time the agenda is published. Comments received during the meeting will become part of the official record, if posted prior to the closing of public comment. The City Clerk will read received comments into the record. 2)Email – Individuals may submit written comments or videos to ClearwaterCRA@myclearwater.com. All comments received by 5 p.m. the day before the meeting (September 12) will become part of the official record. The City Clerk will read received comments into the record. 3)Council Chambers - Additionally, like any other council meeting, the public may provide public comment at the Main Library, Council Chambers, 100 N Osceola Avenue. Due to COVID-19, all speakers desiring to appear in person will be subject to all applicable emergency measures in place to prevent the further spread of COVID-19. Speakers who appear in person will be subject to screening for symptoms of COVID-19. Any persons exhibiting any symptoms of COVID-19 will not be permitted to enter council chambers but will be able to participate through the remote options described above. Individuals with disabilities who need reasonable accommodations to effectively participate in this meeting are asked to contact the City Clerk at (727)562-4092 or rosemarie.call@myclearwater.com in advance. 1. Call To Order 2. Approval of Minutes 2.1 Approve the August 16, 2021 CRA Meeting Minutes as submitted in written summation by the City Clerk. 3. Citizens to be Heard Regarding Items Not on the Agenda 4. New Business Items 4.1 Approve an agreement for the sale and development of the property located at 115 South Martin Luther King, Jr. Avenue and the adjoining vacant lot to Equity, LLC for the purposes identified in Request for Proposals and Qualifications (RFP/Q) 25-21 and authorize the appropriate officials to execute same. 4.2 Approve the Fiscal Year 2021-2022 Community Redevelopment Agency Preliminary Budget, adopt CRA Resolution 21-02 and authorize the appropriate officials to execute same. Page 2 City of Clearwater Printed on 9/9/2021 September 13, 2021Community Redevelopment Agency Meeting Agenda 4.3 Approve an Interlocal Agreement between the City of Clearwater and the Community Redevelopment Agency (CRA) to provide staffing and administrative services for the CRA, provided for the reimbursement of certain expenses by the CRA to the City, and authorize the appropriate officials to execute same. 4.4 Amend the operating budget for the Community Redevelopment Agency (CRA) for fiscal year 2020-2021, approve budget amendments to the CRA Capital Improvement Projects and adopt CRA Resolution 21-01. 5. Director's Report 6. Adjourn Page 3 City of Clearwater Printed on 9/9/2021 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#20-8595 Agenda Date: 9/13/2021 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: Community Redevelopment Agency Agenda Number: 2.1 SUBJECT/RECOMMENDATION: Approve the August 16, 2021 CRA Meeting Minutes as submitted in written summation by the City Clerk. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 9/9/2021 Community Redevelopment Agency Meeting Minutes August 16, 2021 Page 1 City of Clearwater City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Meeting Minutes Monday, August 16, 2021 8:00 AM Main Library - Council Chambers Community Redevelopment Agency Draft Community Redevelopment Agency Meeting Minutes August 16, 2021 Page 2 City of Clearwater Rollcall Present 5 - Chair Frank Hibbard, Trustee David Allbritton, Trustee Hoyt Hamilton, Trustee Kathleen Beckman, and Trustee Mark Bunker Also Present – Micah Maxwell – Assistant City Manager, Michael Delk – Assistant City Manager, Pamela K. Akin – City Attorney, Rosemarie Call – City Clerk, Nicole Sprague – Deputy City Clerk, and Amanda Thompson – CRA Executive Director. To provide continuity for research, items are listed in agenda order although not necessarily discussed in that order. Unapproved 1. Call to Order – Chair Hibbard The meeting was called to order at 8:00 a.m. A moment of silence was observed in remembrance of the passing of City Manager William B. Horne, II. 2. Approval of Minutes 2.1 Approve the May 17, 2021 CRA Meeting Minutes as submitted in written summation by the City Clerk. Trustee Hamilton moved to approve the May 17, 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 Annual Financial Report Finance Assistant Director Monica Mitchell said the City always included the Community Redevelopment Agency in its annual audit but a separate audited report is now required by Florida Statutes. Draft Community Redevelopment Agency Meeting Minutes August 16, 2021 Page 3 City of Clearwater Carr, Riggs & Ingram Senior Audit Manager John Brielmaier presented the audit report and stated that an unmodified opinion with no significant deficiencies was reported. He said one minor finding was identified; the CRA budget was not presented to Pinellas County within 10 days of adoption, as required by the 2020 Florida Statutes. He said the finding was minor and did not require to be mentioned in the report. Trustee Allbritton moved to accept the Annual Financial Report. The motion was duly seconded and carried unanimously. 4.2 Approve an Interlocal Agreement between the Clearwater Community Redevelopment Agency (CRA) and the City of Clearwater to provide CRA funding in Fiscal Year 2021-2022 in the amount of $252,549.84 to underwrite the cost of additional Community Policing services by the Clearwater Police Department in the Downtown Gateway District, Prospect Lake District, and the Downtown Core District, encompassed by the CRA to address quality of life issues, drug dealing, prostitution, and homelessness and authorize the appropriate officials execute same. Quality of life issues, drug dealing, prostitution, and homelessness, all negatively impact the re-development plans. Additional community policing resources are needed to effectively address these issues above and beyond the level provided by routine road patrol functions. An allowable funding source of this active item is the use of CRA Tax Increment Financing (TIF) funds. Florida Statutes allows for the use of TIF funds for “community policing innovations” in the Community Redevelopment Areas. This funding includes $40,000 to work with the police department to develop a community policing co-responder program. The program will assist police offers with connecting persons encountered in the CRA area with services needed to address homelessness, mental health, drug addiction and physical support services. The CRA and Clearwater Police Department have reached an agreement on a proposed scope of services and terms as delineated in the Interlocal Agreement. Included in the scope is the delineation of specific, measurable crime reduction targets by which to monitor the success of the initiative as well as providing clear language required by statute assuring that the resources are applied to the CRA/Downtown Gateway area. APPROPRIATION CODE AND AMOUNT: Funding for this Interlocal Agreement will be from CRA Project Code R2001 Draft Community Redevelopment Agency Meeting Minutes August 16, 2021 Page 4 City of Clearwater Community Policing Police Chief Daniel Slaughter provided a PowerPoint presentation. In response to questions, Chief Slaughter said $40,000 has been allocated annually for the contracted social service initiative. The initiative includes using undercover operatives and officers to do focused details, when needed. Prostitution is considered human trafficking; the Department generally focuses on the "Johns" coming to the community trying to solicit those services. He said investment in the Gateway and Mercado areas will help address crime; although crime has gone down, the Department's efforts alone cannot hold it forever. There is still some homelessness, blight and prostitution activity but the areas are better than they were a few years ago. Trustee Allbritton moved to approve an Interlocal Agreement between the Clearwater Community Redevelopment Agency (CRA) and the City of Clearwater to provide CRA funding in Fiscal Year 2021-2022 in the amount of $252,549.84 to underwrite the cost of additional Community Policing services by the Clearwater Police Department in the Downtown Gateway District, Prospect Lake District, and the Downtown Core District, encompassed by the CRA to address quality of life issues, drug dealing, prostitution, and homelessness and authorize the appropriate officials execute same. The motion was duly seconded and carried unanimously. 4.3 Approve the Interlocal Agreement with the Downtown Development Board (DDB) to provide personnel, administrative and management services during Fiscal Year 2021-2022 in the amount of $78,747.89 and refund the CRA tax increment fee of $301,369.83 and authorize the appropriate officials to execute same. Florida Statutes 163.387 requires all taxing authorities, which includes the DDB, to make an annual appropriation in an amount equal to the incremental increase in the ad valorem revenue within the CRA area. The DDB’s increment payment is $301,369.83 according to the Pinellas County Property Appraiser’s office. In a spirit of cooperation to further the downtown redevelopment plan, the CRA Trustees executed the first Interlocal Agreement in Fiscal Year 1999-2000 to provide personnel, administrative and management services to the DDB and to refund the difference between the increment payment and the management fee. This is the twenty second fiscal year that the CRA would enter into the agreement. Draft Community Redevelopment Agency Meeting Minutes August 16, 2021 Page 5 City of Clearwater Pursuant to Florida Statute 163.01, the CRA and DDB can enter into this agreement in which the DDB agrees to perform certain responsibilities and functions including funding projects and programs consistent with the downtown redevelopment plan. The intent of this agreement is for the DDB and the CRA to work collaboratively on projects and programs that further downtown goals and objectives. The management of the DDB by CRA staff enables the CRA and the DDB to utilize the public dollars more efficiently. The DDB shall pay the CRA $78,747.89 for the services agreed to in the Interlocal Agreement. The DDB approved the Interlocal Agreement at their meeting on August 4, 2021. In response to questions, CRA Executive Director Amanda Thompson said if the DDB no longer contracts with the CRA, CRA staff would have more time to pursue other items. The CRA provides the infrastructure needed to meet the DDB's public meeting requirements and services for grants administration and marketing. A third party, such as a non-profit organization, would not be subject to the City's purchasing ordinance. She said a third party may also choose not to stream meetings. One individual supported Item 4.3 and suggested that a committee be created for the Gateway, similar to the DDB, that would allow monies generated in the Gateway area to remain in the Gateway area. Trustee Bunker moved to approve the Interlocal Agreement with the Downtown Development Board (DDB) to provide personnel, administrative and management services during Fiscal Year 2021-2022 in the amount of $78,747.89 and refund the CRA tax increment fee of $301,369.83 and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 4.4 Approve an agreement for the sale and development of the property located at 1250 Cleveland Street and adjacent properties to Archway Partners, LLC for the purposes identified in Request for Proposals and Qualifications (RFP/Q) 43-21 and authorize the appropriate officials to execute same. The purpose of this item is to request approval of the sale and development agreement between the Community Redevelopment Agency (CRA) and Archway Partners, LLC to redevelop the CRA owned property at 1250 Draft Community Redevelopment Agency Meeting Minutes August 16, 2021 Page 6 City of Clearwater Cleveland Street and adjoining properties for the purposes identified in RFP/Q 43-21. Background After receiving two Letters of Interest that aligned with the goals of the Downtown Redevelopment Plan, the Community Redevelopment Agency issued RFP/Q 43-21 for the redevelopment of its 2.35-acre site at 1250 Cleveland Street on May 26, 2021. The request called for a mixed-use or apartment development that maintained or expanded the existing community garden. The RFP/Q did not contain a requirement for market rate or affordable housing but did specify a desire for rental housing to meet the goals of attracting residents to live downtown throughout the year as well as maintaining or expanding the existing community garden on the site. The CRA received five responses. The projects were ranked on Developers Experience and Qualifications, Legal and Financial Feasibility, Ability to Meet Redevelopment Objectives, and Proposed Timeline for Construction. Three responses were for affordable housing and used the state tax credit process as part of their financing structure and two responses were market rate apartments. Every project proposed an apartment development, kept or expanded the community garden, had a similar construction timeline and asked for some kind of reduction in the purchase price. After an initial ranking, the committee selected Archway Partners, LLC, Eastman Equity and Atrium to present their responses in further detail. In addition to meeting the downtown redevelopment goals, Archway Partners, LLC received the top ranking for the following reasons: • Excellent site and building design that is compatible with the downtown design guidelines and city stormwater requirements • Feasible financing structure including the less competitive 4% tax credit program and realistic per unit construction costs • Preservation of the existing community garden and $500,000 towards a rooftop garden on the proposed apartments • Commitment to high quality construction and experienced development team including independent environmental sustainability consultants • Ability to maintain mixed income, affordable housing over a long period of time Atrium was ranked second because the financial offer was very low compared to the appraised amount without a compelling public purpose to justify the low offer and the construction costs per unit were lower than what other developers were proposing which indicated a lower quality project. Eastman Equity was ranked third because they have not ever completed a housing project and their response relied on obtaining site control of the Frontier property adjacent to this site. Proposed Project: The proposed project is a 4-story, 80-unit mixed income, affordable apartment Draft Community Redevelopment Agency Meeting Minutes August 16, 2021 Page 7 City of Clearwater development. The developer will request an additional 16 units from the density pool, which if granted, will bring the total number of units to 96. The project has an urban design that fits the downtown design guidelines and will complement the new streetscape as well as provide an appropriate transition between the commercial uses on Cleveland Street and the residential area to the rear of the site. There are 109 parking spaces, a rooftop garden and preservation of the existing community garden. There are 50 one bedroom and 46 two-bedroom units that range from 650-975 square feet of floor area. The units will be limited to between 30-80% AMI and will be income restricted for the life of the project. The building will obtain green building certification. The overall project cost is approximately $28,000,000. The proposed development agreement is conditioned on the construction of plans substantially similar to those submitted with the original application and the following CRA incentives: • The purchase price ($1,350,000) will be returned to the developer in the form of a zero-interest mortgage over 40 years • The CRA will support an application before the Community Development Board to receive 16 housing units from the density pool • The Developer must grant and deliver to the City or its heirs, successors, licensees, or assigns, a perpetual exclusive easement over the area existing as a community garden on the Project Site as of the Effective Date on terms, conditions, and a form deemed satisfactory to, and provided by, the City prior to the Commencement of Construction, solely for use as a community garden. • The Developer can ask the CRA Trustees for one year extension if SAIL financing is not obtained on the first attempt The applicant is requesting the following funding from the City (which is a separate action from the CRA development agreement): - $75,000 HOME loan Sale of the property, or closing, is anticipated to occur in August 2022. The proposed agreement requires the following conditions to be met prior to closing: • Approval for the $75,000 HOME loan from the City • Securing project financing through tax credits and/or private sources • Obtaining construction permits • Requesting 16 additional apartment units from the downtown density pool The proposed project meets the goals outlined in RFP/Q 43-21 derived from the Principles, Goals and Objectives of the 2018 Clearwater Downtown Redevelopment Plan to support redevelopment projects that are pedestrian friendly, incorporate quality urban design and provide a variety of land uses in downtown, including: • Policy 12: The City shall make use of Community Development Block Grant, HOME Investment Partnership Program, State Housing Initiatives Partnership program, and other federal, state, and county funds for Downtown infrastructure and increasing affordable housing options. Draft Community Redevelopment Agency Meeting Minutes August 16, 2021 Page 8 City of Clearwater • Policy 18: The design of all projects in Downtown shall incorporate pedestrian-scale elements that create and maintain an inviting pedestrian environment. • Objective 1F: Allow for a variety of residential densities and housing types to provide for a range of affordability and mix of incomes consistent with the Character Districts. • Objective 1G: Continue to utilize a variety of incentives to encourage the construction of new residential uses to location Downtown. Staff recommends the sale and development of this site to Archway Partners, LLC. In response to questions, CRA Executive Director Amanda Thompson said there are other energy and environmental design certifications that are not as expensive as LEED. Archway Partners representative Dave Heaslip said Florida Housing requires some sort of green design certification. Solar panels are not included in the project. He said solar panels or ev charging stations have not been included in any previous project. The rooftop will include a garden and house the HVAC equipment. He said it would need to be determined if there is sufficient space for solar panels in the remaining rooftop area. In regards to ev charging stations, the matter would need to be discussed with the company president. The size of the retention pond still needs to be determined; the civil engineers are considering an underground vault system, which may allow for a smaller retention pond. The project does not anticipate extending the pond. Ms. Thompson said at a minimum the pond's size will be maintained. Mr. Heaslip said the additional units are not a deal breaker; the project is allowed 82 units. Ms. Thompson said if the density increases, the proportion of units and their affordability must remain the same. Mr. Heaslip said the 30 to 80% AMI units must be maintained for 50 years. It was suggested that information regarding the cost associated to obtain LEED certification be provided. One eComment supporting Item 4.4 was read into the record by the City Clerk (see page 11). Trustee Hamilton moved to approve an agreement for the sale and development of the property located at 1250 Cleveland Street and adjacent properties to Archway Partners, LLC for the purposes identified in Request for Proposals and Qualifications (RFP/Q) 43-21 and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. Draft Community Redevelopment Agency Meeting Minutes August 16, 2021 Page 9 City of Clearwater 5. Director's Report – None. 6. Adjourn The meeting adjourned at 8:53 a.m. Chair Community Redevelopment Agency Attest City Clerk Draft Community Redevelopment Agency on 2021-08-16 8:00 AM Meeting Time: 08-16-21 08:00 eComments Report Meetings Meeting Time Agenda Items Comments Support Oppose Neutral Community Redevelopment Agency on 2021-08-16 8:00 AM 08-16-21 08:00 121100 Sentiments for All Meetings The following graphs display sentiments for comments that have location data. Only locations of users who have commented will be shown. Overall Sentiment 10 Community Redevelopment Agency on 2021-08-16 8:00 AM 08-16-21 08:00 Agenda Name Comments Support Oppose Neutral 4.4 ID#21-9456 Approve an agreement for the sale and development of the property located at 1250 Cleveland Street and adjacent properties to Archway Partners, LLC for the purposes identified in Request for Proposals and Qualifications (RFP/Q) 43-21 and authorize the appropriate officials to execute same. 1100 Sentiments for All Agenda Items The following graphs display sentiments for comments that have location data. Only locations of users who have commented will be shown. Overall Sentiment Agenda Item: eComments for 4.4 ID#21-9456 Approve an agreement for the sale and development of the property located at 1250 Cleveland Street and adjacent properties to Archway Partners, LLC for the purposes identified in Request for Proposals and Qualifications (RFP/Q) 43-21 and authorize the appropriate officials to execute same. Overall Sentiment Howard Warshauer Location: 33764, Clearwater Submitted At: 1:43pm 08-12-21 From my recent research, it looks to me that you have selected a substantial Florida developer who is very knowledgeable about the type of urban residential development that is needed in the Gateway. They have successfully developed in similar neighborhoods and have put together a design that incorporates the community garden and adds a retention pond next to the garden, which should prove to be an enhancement. It is great that a high caliber developer was attracted to this site and speak well for future enhancements in the gateway. Please vote to support staffs choice. Thanks, Howard Warshauer 11 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#21-9500 Agenda Date: 9/13/2021 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Approve an agreement for the sale and development of the property located at 115 South Martin Luther King, Jr. Avenue and the adjoining vacant lot to Equity, LLC for the purposes identified in Request for Proposals and Qualifications (RFP/Q) 25-21 and authorize the appropriate officials to execute same. SUMMARY: The purpose of this item is to approve an agreement for the sale and development of the property at 115 South Martin Luther King, Jr. Avenue and the adjoining vacant lot to Equity, LLC for the purposes identified in Request for Proposals and Qualifications (RFP/Q) 25-21. At the May 17, 2021, CRA meeting the CRA Trustees selected Equity, LLC as the winning respondent and authorized the CRA Director to negotiate a sale and development agreement. 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 development agreement contains the following conditions: ·The project will be constructed substantially similar to the proposal submitted in response to RFP/Q 25-21 that is attached as an Exhibit to the agreement, ·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 and greenspace preservation, ·Construction will commence by September 1, 2022, ·A purchase price of $650,000 due upon closing; and, ·Use of the CRA owned parking lot at the corner of Cleveland Street and South Martin Luther King, Jr. Avenue for ten years on a “first come first served” basis. Page 1 City of Clearwater Printed on 9/9/2021 File Number: ID#21-9500 The proposed project meets the goals outlined in RFP/Q 25-21 that are derived from the 2018 Clearwater Downtown Redevelopment plan. The proposed project specifically meets the following plan objectives: Objective 1F: Allow for a variety of residential densities and housing types to provide for a range of affordability and mix of incomes consistent with the Character Districts. Objective 1G: Continue to utilize a variety of incentives to encourage the construction of new residential uses to locate Downtown. Objective 2M: Create parking as infrastructure through a park once strategy that utilizes consolidated parking to serve all of Downtown and reduces the requirement for use-by-use on-site parking. Objective 4A: Encourage redevelopment that contains a variety of building forms and styles. Objective 4E: Provide shade trees as critical element for walkable streets. APPROPRIATION CODE AND AMOUNT: $250,000 in funding is available in R2003 - Economic Development City Page 2 City of Clearwater Printed on 9/9/2021 RFP/Q #25-21, Exhibit A – Site Photos 1 Project Aerials RFP/Q #25-21, Exhibit A – Site Photos 2 Proximity to bay and downtown. Site looking east. RFP/Q #25-21, Exhibit A – Site Photos 3 Site looking west. Site overhead view. RFP #25-21 Response: 115 S. MLK Jr. Site Development Providing Full-Service Commercial Real Estate Solutions For Over 30 Years 1 Proposal Contents Narrative & Vision Statement 3 CRA Goals & Objectives 4 Developer Experience & Qualifications Introduction to COhatch 6-8 Introduction to North High Brewing Co.9-10 Introduction to Project Development Team 11-12 Legal & Financial Responsibility Short-listed Lenders 13 Construction Budget & Schedule 14 Projected Rent/Income Structure 15 Requested Incentives 16 Development Concept Site-specific plans & concept renderings 17-19 Other Forms Vendor Info, Certifications, E-Verify Eligibility, W-9 20-21 Appendix Contents Additional Project Team Qualification Content 22 2 Development Narrative & Vision Statement On behalf of our project sponsors, COhatch and North High Brewery, Equity is enthusiastic to present the following proposal, regarding the site located at 115 S. Martin Luther King Jr. Avenue. Given the culture and urban fabric of Clearwater Florida, coupled with the CRA’s progressive forward-thinking Clearwater Downtown Redevelopment Plan, we believe the intent of our proposal couples perfectly with the established goals, vision and strategy for the Prospect Lake District. We propose a fee-simple, fair-market value land purchase, followed by the development of an urban, high-quality, multi-story, mixed-used use building that anchors COhatch, an established creative co-working office space and North High Brewery, an established, full-service brewery and restaurant. This strives to be an environmentally responsive solution to provide indoor/outdoor entertainment spaces, as well as a new, iconic neighborhood gathering event space that may be activated throughout the day and into the evenings on both weekdays and weekends. Coupled with COhatch and North High Brewery, this project also features a multi-story residential apartment component, that truly reflects an emphasis on an urban-friendly, neighborhood scale development project that conceals surface parking internally and maximizes existing mature trees and greenspace activation opportunities. This project yields a result where our believed guests, residents and neighbors may enjoy and activate a true live, work, play, eat and drink development. Furthermore, Equity, COhatch and Equity Construction Solutions have a substantial history of working cohesively and harmoniously on development projects that enhances the culture and identity of communities. We are eager to work alongside of The City of Clearwater, Florida on a value-added project that amplifies and contributes to an evolving urban fabric and creates a new, vibrant destination for residents, neighbors and guests. Concept Perspective from Pierce Street 3 CRA Objectives / Goals:Development Solution: Provide downtown residents and employees with a new restaurant, retail and neighborhood scale entertainment experience. Providing a brewery and restaurant with ample indoor and outdoor space to be used for dining, socializing and cultural and musical events. Address pedestrian friendly, walkable, urban environment. Proposing a true live-work-play-eat-drink configuration that engages both the streetscape, as well as existing and future development Care and consideration to relationship(s) between the street(s) and building envelope. Proposal provides an array of activated streetscape to building envelope, patio to street, and greenspace to street configurations in effort to establish community nodes, focal emphasis and natural screening techniques within the spirit of city-wide streetscape initiatives. Provide entertainment/gathering spaces An array of indoor and outdoor spaces are incorporated that may be used for dining, socializing, cultural arts events and greenspace/park settings. The combination of indoor/outdoor spaces also functions in a healthy manner during covid-recovery and post-pandemic, responsible social gatherings. Reuse existing warehouse or a proposal for a new building that meets the Downtown Design Guidelines. Proposal features complete removal of the existing warehouse and a highly site, user and context- specific, multi-story project configuration. Preservation of healthy trees & greenspace to maximum extent possible for use as an outdoor dining facility & neighborhood amenity. Emphasis has been placed on the retention of existing mature trees and greenspace. Built construction shall be located within previously developed building and paving areas. 4 CRA Objectives & Criteria: Prospect Lake District Over-arching Design Guidelines 5 Introduction to COhatch Our unique value proposition: COhatch focuses on the unique locations around a city where there is little competition.We are targeting metropolitan areas with the potential of 10-25 suburban and urban sites with an average footprint of 10,000-15,000 sq. ft per site.Our concept leverages across a metropolitan area shared workspaces, incubators, event spaces, special purpose spaces (i.e. restaurants, fitness, technical facilities and makers spaces), and amenities nationally (e.g. beach house, personal seat licenses, etc.).Membership in COhatch is not tied to a single location.Members have access to COhatchlocations and amenities across their metropolitan area and the country. We capitalize on idle assets, repurposing space in great communities (i.e. old historical buildings at "Main and Main" in the smaller communities around a city).We partner with cities/communities to leverage municipality-owned abandoned buildings when possible. We utilize retail opportunities in great lifestyle centers through relationships developed with REITs and national property developers seeking to revitalize existing spaces. We build in the heart of active areas to maximize our impact on lifestyle, energy, and authentic community. 70% of our spaces we target buying private real estate on “Main St.” where the value of what we do and the value of the property will endure. We add unique features, uses and amenities with our locations, demonstrating that we are different and intentional about building authentic community. We invite (or acquire) awesome local brands to join us to utilize our space outside normal work hours. It adds to our local brand, strengthens our community, enriches our amenities, increases facility utilization during non-peak periods and makes us very difficult to copy.Every city and site within a city has their own local partnerships. The COhatch business model, already proven in multiple markets, creates multiple value streams, which drive investor returns, client satisfaction and community support.Altogether, these factors are proving to be a tough combination for competitors to replicate.Each city/metropolitan area will have its own local ownership and owner operators, under the Company’s supervision, to facilitate a local connection to and feel for each location. The COhatch concept, launched in late 2016 in the greater Columbus, Ohio area, has had success leveraging the overall trend in the “shared workplace” economy by expanding it in ways not focused on by the large “big box” coworking/flex space businesses that have grown rapidly over the past six years.COhatch focuses on owning, developing and operating technology enabled smaller footprint locations of 10,000-20,000 square feet in suburban/urban Neighborhood Business Districts within major metropolitan areas (each an “MSA”), where people work, meet and live.The COhatch concept does not focus on large city central business districts, as the larger players do.The success and profitability in Columbus in 2017-2019 led to the expansion into Cincinnati, Indianapolis, Cleveland and Tampa with 10 more cities targeted in the next 24-36 months.Springfield, Cincinnati and Indianapolis opened successfully in the midst of Covid in 2020. 6 Introduction to COhatch Our Vision Positively impact lives in five hundred locations in fifty communities in the U.S. by 2030 Our Mission Strengthen and improve communities, families and individuals in the cities in which we operate COhatch is community town hall 2.0, a space where individuals, start-ups, small businesses, large corporations, and non-profits thrive TOGETHER—in the communities in which they live and love. COhatch is in the business of creating environments in “Neighborhood Business Districts” where people and communities CONNECT with their neighbors, clients, coworkers, and families. COhatch is an incubator platform to NURTURE young startup firms, through providing affordable space, shared offices and services, hands-on management training and mentoring, marketing and promotional support and access to community financing. COhatch is designed to be a place to WORK, MEET, and LIVE, and our vision is to replicate this “whole-life”approach to hundreds of local communities, impacting the world one person and community at a time! https://www.youtube.com/watch?v=vFbTsT4DBAg 7 Introduction to COhatch The 8 focus areas of executing the COhatch mission are: 1.Town Hall 2.0.Restoring, repurposing and bringing back to life key community assets to create a town hall 2.0 (the modern version of how towns were originally designed). 2.True Community-The Neighborhood Business District.Providing enjoyable and easily accessible opportunities for everyone to work, socialize, and serve in the towns they love. 3.Fulfill Your Purpose.Creating spaces where likeminded people work together to get the most out of their talent and to fulfill their purpose. 4.Family and Health.Improving individuals and families by providing healthy spaces and activities. 5.Impacting Non-profits. Supporting local nonprofits to increase their collective impact and provide scholarships when needed. 6.Social enterprise. Creating a community of social enterprises that provide second chance employment and funding when needed. 7.Unleash Entrepreneurs.Enable investors and entrepreneurs to connect through formal “Pitch Events” and through normal daily interaction as members of the COhatch ecosystem 8.COhatch Marketplace.Bring together the digital world and the physical world through our digital platform COhatch Marketplace.Enable small companies to leverage our platform to scale their businesses while allow our members the opportunity to truly “buy local” from their neighbors in a seamless way. 8 Introduction to North High Brewing Co. Full-Service, established, Restaurant and Brewery, actively expanding into St. Petersburg, West Tampa & Lakeland, FLwww.northhighbrewing.comContacts: Gavin Meyers, FounderTim Ward, Founder Founded in 2011 in Columbus, OH by two OSU MBA graduates, North High Brewing has grown to be one of Ohio’s largest and most award-winning microbreweries. NHB’s flagship taproom is located in the heart of Columbus’ Short North Arts District and has long been a destination for craft beer enthusiasts. Their recent partnership with COhatch has brought the opportunity to expand into new markets, with successful brewpubs already open in Dublin, Cincinnati, and Springfield, with additional locations planned in Cleveland, Cincinnati, Indianapolis, and Tampa, FL. Locations: Short North, Columbus, OH | Dublin, OH |Springfield, OH | Hyde Park, Cincinnati, OH Upcoming Locations: Ohio City, Cleveland, OH | Beachwood, Cleveland, OH | Kenwood, Cincinnati, OH | ZIonsville, IN | Polk Stables, IN | Circle Center, Indianapolis, IN | St. Petersburg, FL | West Tampa, FL | Lakeland, FL History: 2011 –founded2012 -Short North Taproom opens2013 -Former Anheuser Busch senior brewmaster Jason McKibben joins as partner/brewmaster2014 -Cleveland Ave. production brewery opens, canning and statewide distribution begins 9 Introduction to North High Brewing Co. Dublin Menu: https://www.northhighbrewing.com/dublinmenu Short North Menu: https://www.northhighbrewing.com/shortnorthmenu Hyde Park Menu: https://www.northhighbrewing.com/hydeparkmenu 10 Project Team Introduction City of Clearwater, Florida100 S. Myrtle Ave.Clearwater, FL 33756www.myclearwater.comContacts: ▪Frank Hibbard, Mayor ▪Mark Bunker, Councilmember ▪Kathleen Beckman, Councilmember ▪David Allbritton, Councilmember ▪Hoyt Hamilton, Councilmember ▪Amanda Thompson, CRA Director ▪Lori Vogel, Procurement Manager Anchor Operator & Community Sponsor:COhatchwww.cohatch.comContacts: ▪Chris Watkins ▪John Watkins Jr. Anchor Operator:North High BreweryFull-Service, established, Restaurant and Brewery, actively expanding into St. Petersburg, West Tampa & Lakeland, FLwww.northhighbrewing.comContacts: ▪Gavin Meyers, Founder ▪Tim Ward, Founder Developer:Equity**4107 W. Spruce St., Suite 101Tampa, FL 33607www.equity.netContacts: ▪Steve Wathen, CEO | 614.334.7850 | swathen@equity.net ▪Howard Fickel, CFO | 614.334.7812 | hfickel@equity.net ▪Tom Rocco, Esq., Chief Legal Counsel | 614.334.7853 | trocco@equity.net ▪Patrick Wathen, SVP | 614.334.7837 | pwathen@equity.net ▪Austin Wathen, SVP Brokerage & Business Development | 614.334.7792 | awathen@equity.net ▪Ben Dikman, Market Director | 813.490.9812 | bdikman@equity.net ▪Eric Newland, RA, LEED AP, SVP Development | 614.334.7815 | enewland@equity.net ▪Bruce Heisler, Development Officer | 813.490.9803 | bheisler@equity.net ▪Benjamin McLeish, VP Brokerage | 813.490.9817 | bmcleish@equity.net ▪Vivan Fung, Associate | 813.490.9818 | vfung@equity.net ▪Paul Bores, Sr. Financial Analyst | 614.334.7813 | pbores@equity.net ▪Angi Carey, EVP Property Management | 614.334.7784 | acarey@equity.net ▪Jessica Odenweller, VP Asset Management | 513.842.9524 | jodenweller@equity.net Design-Build General Contractor:Equity Construction Solutions**4107 W. Spruce St., Suite 101Tampa, FL 33607www.ecsbuilds.comContacts: ▪Andy Quinn, President | 614.334.7790 | aquinn@ecsbuilds.com ▪Bob Butler, SVP Preconstruction | 614.334.7835 | bbutler@ecsbuilds.com ▪Tim Mescher, VP Construction | 513.842.9508 | tmescher@ecsbuilds.com ▪Jon Johnson, VP Construction | 813.490.9806 | jjohnson@ecsbuilds.com ▪Shawn Boysko, Design Build Manager | 614.334.7862 | sboysko@ecsbuilds.com Debit Financing Consultant:Leverage Real Estate Investments, LLC**4653 Trueman Blvd. Suite 100Hilliard, Oh 43026Contact: ▪Dean Malchi, CEO | 614.721.4700 | dean.malchi@leveragecap.net 11 Architect:Kimmich Smith Architecture2803 W. Busch Blvd. Suite 101Tampa, FL 33618www.KS-Arc.comContact: ▪Justin Kimmich, AIA, President | 813.915.7431 | jkimmich@KS-Arc.com Civil Engineer:Bohler Engineering3820 Northdale BoulevardSuite 300BTampa, FL 33624www.bohlereng.comContacts: ▪Greg Roth, PE, LEED AP | 813.812.4100 | groth@bohlereng.com ▪Kyle Morel, PE | 813.812.4100 | kmorel@bohlereng.com ▪Ryan Hileman, PE, PMP | 813.812.4100 | rhileman@bohlereng.com ▪Eric Samuelson 813.812.4100 | esamuelson@bohlereng.com Geotechnical Engineer:ECS Limited4524 N. 56th StreetTampa,FL 33610www.ecslimited.comContact: ▪David Bearce, PE | 813.302.1644 | dbearce@ecslimited.com Mechanical / Plumbing Engineer:Osborn Engineering400 N. Tampa Street. Suite 2230Tampa, FL 33602www.osborn-eng.comContact: ▪Clayton Scelzi | 727/ Electrical Engineer:Osborn Engineering400 N. Tampa Street. Suite 2230Tampa, FL 33602www.osborn-eng.comContact: ▪Clayton Scelzi | 727.209.0436 | cscelzi@osborn-eng.com Structural Engineer:B&W Structural Designs105 S. AlbanyTampa, FL 33606www.structural-designs.comContact: ▪Chris Wright, PE | 813.374.2459 | wright@structural-designs.com Interior Designer:Ponton Interiors3224 W Bay to Bay. Suite BTampa, FL 33629www.pontoninteriors.comContact: ▪Kylie Ponton | 813.831.4445 | kylie@pontoninteriors.com *In effort to be specific and intentional to this RFP, additional information regarding qualifications, completed projects, marketing, and promotional materials may be found as an appendix to this RFP. **Statement of Relationship: Equity, LLC is a national, full-service real estate development company. Within Equity Consolidated Holdings exists affiliations with Equity, Equity Construction Solutions, and Leverage Real Estate Investments, LLC.12 Financial Feasibility Equity / Investor Capital*Multiple Sources & Sponsorship. To Be Determined at a future date. Equity Raise & Guarantor: Stephen Wathen, CEO Debit Financing Consultant:Leverage Real Estate Investments, LLC4653 Trueman Blvd. Suite 100Hilliard, Oh 43026Contact: Dean Malchi, CEO Short-listed Lenders*: Republic Bank12933 Walsingham RoadLargo, FL 33774727.596.2323 Iberia Bank612 S Dale Mabry HwyTampa, FL 33609813.769.1110 Centennial Bank26417 US Hwy 19 NClearwater, FL 33761727.614.4924 *Preliminary financial modeling & lender criteria projecting 75% Debt Financing, 25% Investor Cash Equity. 13 Construction Budget & Schedule Project Budget ▪Site Acquisition Budget:$900,000.00 ▪Pre-Development & Soft Cost Budget:$750,000.00 ▪Construction Budget $12,250,000.00 ▪Fees & Expenses:$915,000.00 ▪Total Project Budget $14,815,000.00 Project Schedule ▪03/2021 RFP Released ▪04/2021 RFP Responses Due, Internal Review & Staff Recommendations ▪05/2021 CRA Trustees authorization to begin negotiations ▪08/2021 CRA Trustees approve development agreement and designate closing ▪09/2021 Development Agreement Executed ▪03/2022 Due Diligence Expiration & Entitlement Process Completed ▪06/2022 Construction Plans Completed & Issued for Permit(s) ▪09/2022 Construction Permit Issued & Construction Begins ▪09/2023 Shell Construction Complete ▪03/2024 Tenant Fit-Out Construction Complete & Certificate(s) of Occ. Granted ▪09/2024 Target 60% Residential Absorption ▪12/2024 Target 90% Residential Absorption & Project Stabilization 14 Projected Rent/Income Structure COhatch Creative Offices: $2.08/sf/mo. @ 11,000 sf: North High Brewing Co.: $2.08/sf/mo. @ 4,500 sf Residential Apartments *: $2.33/sf/mo. @ 35 Units** Projected Net Operating Income @ Stabilization: $973,000.00/yr. *Market study rate utilizing The Nolan, Apex, Skyview & Indigo as comparable. **Apartment offering shall be a combination of Studio, 1-Bedroom, 2-Bedroom, and 2+ Bedroom Units 15 Requested Incentives The Project Team humbly requests the following from The City of Clearwater, Florida, and affiliated CRA within: Continual commitment to work collectively, transparently, and expeditiously to achieve common goals in a timely and efficient manner to realize a mutually beneficial development project. Fee-simple site acquisition, at fair market value, for the property located at 115 S. MLK Jr. Avenue, and the adjoining vacant lot. Request also lot close occur upon issuance of building permit and necessary municipal entitlements. Shared, perpetual use and access to the 60-space parking lot at the intersection of Cleveland Street and S. Martin Luther King Jr. Avenue to be used by Restaurant / Brewery patrons and residential overflow. Commitment to work collaboratively to maximize impact of the allocated $250k CRA funds towards the enhancement of existing greenspace and mature trees into a vibrant community / neighborhood destination. Positive municipal encouragement in the form of online marketing, public interest journalism, etc. in efforts to exemplify positive impacts and enhancement of culture and community through this project’s development efforts, to best position our anchor operators to thrive in the Clearwater market. 16 Development Concept Preservation of mature trees and existing greenspace, while concealing parking. Engage S. MLK Jr. Avenue and Pierce Street. Provide ample indoor/outdoor dining and event spaces for healthy-community gatherings. Provide an array of mixed-uses, including creative offices, restaurant/brewery and enhanced residential density. Provide a quality, vibrant, engaging atmosphere to become a neighborhood and regional destination. 17 Concept Perspective from Pierce Street 18 Development Concept Development Criteria Development Response Scope (SF, Stories, Uses)11,000 SF Creative Office & Community Event Space 4,500 SF Brewery / Restaurant 35 Apartments Approx. 56,000 Total SF; 4-Stories Height <50’-0” Density (FAR)0.35 Commercial Only FAR; 1.23 Total Mixed-Use FAR Public Amenities / Incentives Please refer to Requested Incentives Tab. Building Materials Brick Masonry Veneer, Composite Siding, and Architectural Metal Panels. Site & Building Orientation Engage S MLK & Pierce St. Preserve Greenspace. Concealed surface parking & activate pedestrian areas Access Point & Curb Cuts 1 surface parking and service curb cut access from S. Washington Ave. Parking Space Breakdown Approx. 35 Surface spaces for residents + approx. 18 parallel parking spaces for Restaurant and relies on 60- Space adjacent surface parking area indicated within the RFP. Creative & Innovative Design Solutions Incorporation of mature trees for indoor/outdoor event space and tree-lit beer garden venue area. Emphasis placed on the integration of vernacular architectural features and sustainable systems. Enlarged North High Brewing Co. Perspective from Pierce Street Enlarged COhatch Perspective from Pierce Street 19 Other Forms 20 Other Forms 21 Appendix Documents & Additional Resources Equity & Equity Construction Solutions Equity & ECS Overview Bohler Engineering Bohler Civil Engineering Overview ECS Limited Geotechnical ECS Limited Geotechnical Overview KSA Architecture KSA Architecture Overview B&W Structural Engineering B&W Structural Engineering Overview Osborn Engineering Osborn MEP Engineering Overview Ponton Interiors Ponton Interiors Overview 22 AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA AND EQUITY, LLC, AN OHIO LIMITED LIABILITY COMPANY [GM13-9216D-019/149622/1] ii 4831-0614-7495v.1 147454/00112 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS…………………………………………….………………….…….…. Section 1.01 Definitions…………………………………………………….……. Section 1.02 Use of Words and Phrases………………………………………. Section 1.03 Florida Statutes……………………………………………………. ARTICLE 2. PURPOSE; PROPOSAL………………………………….……………………….… Section 2.01 Intent; Purpose of Agreement……………………………………. Section 2.02 Developer's Proposal……..………………………………………. Section 2.03 Cooperation of the Parties.………………………………………. Section 2.04 Authorized Representative.………………………………………. ARTICLE 3. LAND USE REGULATION AND RESTRICTIONS ON USE………… ………… Section 3.01 Zoning……………………………………………………………… Section 3.02 Redevelopment Plan.……..……………………………………… Section 3.03 Permits…………………...………………………………………… Section 3.05 Concurrency…………...……………………………………..……. Section 3.06 Not a Development Order or Permit…………………………….. Section 3.07 Permitted Uses………...………………………………………..… Section 3.08 Mixed Use Project…………………………………………………. ARTICLE 4. PROJECT PLANS AND SPECIFICATIONS…...……………………..…………… Section 4.01 Site Plan….………………………………………………………… Section 4.02 Preparation of Project Plans and Specifications………..……… Section 4.03 Coordination with City Review….………..……….……………… Section 4.04 Agency Review of Plans and Specifications….………………... Section 4.05 Project Schedule……...……………………………………..……. ARTICLE 5. PROJECT FINANCING..………………………………….…………….…………… Section 5.01 Construction Financing…………………………………………… Section 5.02 Notice of Developer's Default……………………………………. Section 5.03 Cure of Developer's Default by Lender..……….……………..… Section 5.04 Construction Lender Not Obligated to Construct…………….… Section 5.05 Agency Cures Developer's Default………………………..…..… Section 5.06 Agency Assistance…………………………………………..…..… ARTICLE 6. PROJECT SITE CONVEYANCE……………………….….………………….…… Section 6.01 Findings; Representations…………………..…………………… Section 6.02 Agreement to Sell and Purchase..……….……………………… Section 6.03 Purchase Price………..…………………..……….……………… Section 6.04 Site Evaluation………...…………………………………………... Section 6.05 Title………..…………...……………………………………..……. Section 6.06 Survey……….………...…………………………………………… Section 6.07 Rights and Duties of Agency….……………………………….… Section 6.08 Rights and Duties of Developer…………………………..……… Section 6.09 Conditions to Closing...………………………………………..… Section 6.10 Closing……………………..….………………………………..… Section 6.11 Closing Procedure……………..………………………………… Section 6.12 Possession…………...…………………………………………… Section 6.13 Condition of Title…………..….………………………………..… Section 6.14 Taxes and Assessments………..…………………………..…… Section 6.15 Covenants, Warranties and Representations………………..… [GM13-9216D-019/149622/1] iii 4831-0614-7495v.1 147454/00112 Section 6.16 Condemnation……………..….………………………………...… Section 6.17 Real Estate Commission………..…………………………..…… Section 6.18 Maintenance of Project Site………………………………..……. Section 6.19 Radon Gas Notice…………..….………………………………… ARTICLE 7. CONSTRUCTION OF THE PROJECT……………….………………………… Section 7.01 Site Clearance ……………………….………………………...… Section 7.02 Construction of the Project……..…………………………..….… Section 7.03 Maintenance and Repairs……………………………………..…. Section 7.04 Project Alterations or Improvements……………………………. Section 7.05 Completion Certificate…………..…………………………..….… Section 7.06 Agency Not in Privity with Contractors………………………..… Section 7.07 Repurchase of the Project Site ………………………………… ARTICLE 8. INSURANCE……………………………….…………….……………………..… Section 8.01 Insurance Requirements Generally…………………………..… Section 8.02 No Waiver of Sovereign Immunity…..………………………...… ARTICLE 9. INDEMNIFICATION……………………….…………….…………………….… ARTICLE 10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER Section 10.01 Representations and Warranties………………...……………………… Section 10.02 Covenants………….……..………………………………..…… Section 10.03 Covenant: Nondiscrimination………………………………..… Section 10.04 Survival………………………..………………………………… ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY Section 11.01 Representations and Warranties…………………………...… Section 11.02 Covenants………….……..…………………………….....…… Section 11.03 Survival………………………..………………………..…….… ARTICLE 12. DEFAULT; TERMINATION…………….……………….……………………..… Section 12.01 Default by Developer.….…………………………….…..…… Section 12.02 Default by the Agency..……………………………….....….… Section 12.03 Obligations, Rights and Remedies Cumulative…..………… Section 12.04 Non-Action on Failure to Observe Provisions of this Agreement Section 12.05 Termination……..………..……………………………….…… Section 12.06 Termination Certificate……….…………………………....… Section 12.07 Remedies………………….………………………………..… ARTICLE 13. UNAVOIDABLE DELAY………………………………….…………………….… Section 13.01 Unavoidable Delay…..….………………………………….… . ARTICLE 14 FIRE OR OTHER CASUALTY; CONDEMNATION…..…………………….… Section 14.01 Loss or Damage to Project……………………………….…. Section 14.02 Partial Loss or Damage to Project……..…………..……..… Section 14.03 Notice of Loss or Damage to Project……………….........… Section 14.04 Subject to Financing………………………………………..… ARTICLE 15. MISCELLANEOUS……………………….……………….……………………… Section 15.01 Assignments….……..….………………………………… Section 15.02 Successors and Assigns..…………………………..…… Section 15.03 Notices…………………………………………………..… [GM13-9216D-019/149622/1] iv 4831-0614-7495v.1 147454/00112 Section 15.04 Severability………………………………………………… Section 15.05 Applicable Law and Construction…………………..…… Section 15.06 Venue; Submission to Jurisdiction….………………...… Section 15.07 Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement Section 15.08 Estoppel Certificates..….………………………………… Section 15.09 Complete Agreement; Amendments..……………..…… Section 15.10 Captions………………………………………………....… Section 15.11 Holidays……………………………………………….…… Section 15.12 Exhibits…..….……..….…………………………………… Section 15.13 No Brokers……………….…………………………...…… Section 15.14 Not an Agent…………………………………………....… Section 15.15 Memorandum of Development Agreement……….…… Section 15.16 Public Purpose.……..….………………………………… Section 15.17 No General Obligation…..…………………………..…… Section 15.18 Term; Expiration; Certificate…………………………… Section 15.19 Effective Date…………………………………………….. EXHIBIT LIST Exhibit "A" Project Site Description and Map Exhibit "B" Proposed Site Plan Exhibit "C" Special Warranty Deed Exhibit "D" Memorandum of Agreement for Development and Purchase and Sale of Property Exhibit "E" Agreement Expiration Certificate Exhibit "F" Survey Requirements and Certification Exhibit “G” Form of Completion Certificate Exhibit “H” Developer’s Proposal AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY This Agreement for Development and Purchase and Sale of Property located at 115 S. Martin Luther King Jr. Ave., Clearwater, FL 33756 ("Agreement") is made as of this September _____, 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 EQUITY, LLC, an Ohio limited liability company ("Developer"). W I T N E S S E T H: WHEREAS, the Agency was created to implement the community redevelopment activities outlined under the Florida Community Redevelopment Act of 1969 codified as Chapter 163, Part III, Florida Statutes; and WHEREAS, § 163.380(1), Florida Statutes provides that a community redevelopment agency may sell, lease, dispose of, or otherwise transfer real property or any interest acquired in the real property for community development in a community redevelopment area to any private person; and WHEREAS, § 163.380(2), Florida Statutes provides that such real property shall be sold, leased, or otherwise transferred at a value determined to be in the public interest and that if the value of such real property is disposed for less than fair value, such disposition shall require the approval of the governing body at a duly noticed public hearing; and WHEREAS, § 163.380(3)(a), Florida Statutes provides that prior to disposition of such real property the community redevelopment agency must give notice of disposition by publication in a newspaper having a general circulation in the community and invite proposals from private redevelopers or any persons interested in undertaking to redevelop or rehabilitate a community redevelopment area or any part thereof; and WHEREAS, on March 17, 2021 the Agency released Request for Proposals #25-21 by publication in a newspaper having a general circulation in Clearwater, Florida requesting proposals to redevelop the real property commonly referred to as 115 S. Martin Luther King Jr. Ave., Clearwater, FL 33756 as a restaurant, microbrewery/winery, creative office spaces, or similar use designed to serve the surrounding neighborhood; and WHEREAS, the Developer submitted a proposal for redevelopment of the real property as an urban, multi-story, mixed-use building that anchors CoHatch, an established creative co-working office space, North High Brewery, an established full-service brewery and restaurant, and a multi-residential apartment component on April 15, 2021; and WHEREAS, representatives of the Agency and the City of Clearwater met on April 22, 2021 to evaluate said proposal and to make a recommendation to the Agency of whether to accept or reject the proposal; and WHEREAS, representatives of the Agency and the City of Clearwater recommended approval the Developer’s proposal; and WHEREAS, the Agency and Developer negotiated a definitive Development and Purchase and Sale Agreement setting forth the respective duties and responsibilities of the parties pertaining to the conveyance of the Project Site (as hereinafter defined), and the design, development, construction, completion, operation and maintenance of the Project; and WHEREAS, at a duly called public meeting on September 13, 2021 the Agency approved this Agreement and authorized and directed its execution by the appropriate officials of the Agency; and WHEREAS, the Developer is corporation organized under the laws of the State of Florida and the 2 4831-0614-7495v.1 147454/00112 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; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: ARTICLE 1. DEFINITIONS. 1.01. Definitions. The terms defined in this Article I shall have the following meanings, except as herein otherwise expressly provided: (1) "Act" means the Constitution of the State of Florida; Section 163.01, Florida Statutes, Part III, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes, other applicable provisions of law, and ordinances and resolutions of the City and the Agency implementing them. (2) "Agency" means the Community Redevelopment Agency of the City, as created by Resolution No. 81-68 of the City, adopted by the City Council on August 6, 1981, including any amendments thereto, and any successors or assigns thereto. (3) "Agreement" means this Agreement for Development and Purchase and Sale of Property, including all exhibits and amendments hereto. (4) "Agreement Expiration Certificate" means the instrument executed by the parties hereto as provided in Section 15.19 certifying that all obligations of the parties hereto have been satisfied and this Agreement has expired in accordance with its terms, the form of which is attached hereto as Exhibit "E." (5) "Agreement Termination Certificate" means the instrument executed by the parties hereto as provided in Section 12.06 stating that this Agreement has been terminated prior to its Expiration Date as provided in Section 12.05. (6) "Area" means the area located within the corporate limits of the City having conditions of slum and blight (as those conditions are defined in the Act) as found by the City Council in Resolution No. 81-67, adopted by the City Council on August 6, 1981 and as amended by Resolution No. 03-22, adopted by the City Council on May 1, 2003 and as subsequently amended thereafter. (7) "Authorized Representative" means the person or persons designated and appointed from time to time as such by the Developer or the Agency, respectively, pursuant to Section 2.04. (8) "Building Permit" or "Building Permits" shall mean, for all or any part of the Project to be constructed on the Project Site, any one or more permits issued by the City authorizing, allowing and permitting the commencement, prosecution and completion of construction to the extent provided in said permit(s). (9) "City" means the City of Clearwater, Florida, a Florida municipal corporation, and any successors or assigns thereto. (10) "City Council" means the governing body of the City, by whatever name known or however constituted from time to time. (11) "Closing Date" means the date on which title to the Project Site is conveyed by the Agency to the Developer in accordance with and as contemplated by the provisions of Article 6 hereof. (12) "Commencement Date" means the date of Commencement of Construction. (13) “Commencement of Construction” or “Commence Construction” means the commencement of site work, utility relocation, above grade beams, floor slabs or other foundation component on the Project pursuant to a properly issued foundation permit. 3 4831-0614-7495v.1 147454/00112 (14) "Completion Certificate" means the certificate, in a form as set forth in Exhibit "G", to be executed by Agency and Developer stating that construction of the Project has been substantially completed. (15) "Completion Date" means the date on which construction of the Project is substantially complete as evidenced by a Completion Certificate. (16) "Contractor" means one or more individuals or firms constituting a general contractor or other type of construction contractor properly licensed by the State of Florida or other appropriate jurisdiction to the extent required by applicable law, authorized to perform construction contractor services in the State of Florida, registered with the City as required by applicable law, bonded and insured to the extent required by applicable law and this Agreement, including the Developer or any affiliates of the Developer. (17) "Construction Financing" means the funds provided by the Construction Lender to the Developer during the term of this Agreement to pay the cost of developing and constructing the Project, or any portion thereof, on the Project Site, including, but not limited to, acquisition of the Project Site, financing costs, "soft costs," overhead, and the design, construction and equipping of the Project. (18) "Construction Lender" means any person or persons providing the Construction Financing or any portion thereof. (19) “Creative Office Space” means a thoughtfully designed office space that invokes creativity, flexibility, and collaboration amongst users. In this Co-working environment, users have their own individual offices or space along with a shared common area. Common area may include reception, breakroom, conference room and in some cases common amenities such as recreational facilities. Additionally, it will create an incubator platform where small businesses, large corporations and non-profits will work together. It will also nurture young start-up firms by providing affordable space, shared office services, hands on management training, marketing, and promotional support as well as access to community financing. (20) "Developer" means Equity, LLC, an Ohio limited liability company, and any successors and assigns thereof. (21) "Effective Date" means the date determined in accordance with Section 15.20 when the Memorandum of Agreement for Development and Purchase and Sale of Property is recorded and this Agreement becomes effective. (22) "Exhibits" means those agreements, diagrams, drawings, specifications, instruments, forms of instruments, and other documents attached hereto and designated as exhibits to, and incorporated in and made a part of, this Agreement. (23) "Expiration Date" means the date on which this Agreement expires, as evidenced by the Agreement Expiration Certificate being recorded in the public records of Pinellas County, Florida, as provided in Section 15.19 hereof. (24) "Impact Fees" means those fees and charges levied and imposed by the City, Pinellas County and any other governmental entity on projects located on the Project Site for certain services impacted by development such as the Project. (25) "Permits" means all zoning, variances, approvals and consents required to be granted, awarded, issued, or given by any governmental authority in order for construction of the Project, or any part thereof, to commence, continue, be completed or allow occupancy and use, but does not include the Building Permit(s). (26) "Plan" means the community redevelopment plan for the Area, including the Project Site, as adopted by the City Council on September 18, 2003, by enactment of its Ordinance No. 7153-03, and including any amendments to the Plan. (27) "Project" means the approximately 4,500 square foot brewery/restaurant with indoor and outdoor amenity space, the approximately 11,000 square foot creative office and community event spaced under the 4 4831-0614-7495v.1 147454/00112 CoHatch co-working concept, or a similar co-working concept with another company, and the 35 apartment units as contemplated by the Proposal and this Agreement and constructed substantially in accordance with the Project Plans and Specifications. (28) "Project Plans and Specifications" means the plans and specifications pertaining to the construction, installation and equipping of the Project, including the schedule for completing the Project. (29) "Project Professionals" means any architects, attorneys, brokers, engineers, consultants, planners, construction managers or any other persons, or combination thereof, retained or employed by the Developer in connection with the planning, design, construction, permit applications, completion and opening of the Project, but does not include the Developer. (30) "Project Site" means the tract of land located in the Area which is to be conveyed to the Developer by the Agency on which the Project will be located, as more particularly described and depicted on Exhibit "A." (31) "Proposal" means the proposal for redevelopment of the Project Site, dated April 15, 2021, submitted by the Developer to the Agency in response to the RFP, a copy of which is attached to this Agreement as Exhibit “H”. (32) "RFP" means the Request for Proposals #25-21 initially published by the Agency on March 17, 2021 soliciting proposals from persons interested in redeveloping the Project Site in accordance with the Act and the Plan. (33) "Site Plan" means the depiction and description of the Project on the Project Site, the initial version of which is attached hereto as Exhibit "B." (34) "Termination Date" means the date on which this Agreement is terminated by any party hereto as provided in Section 12.05, and as evidenced by the Agreement Termination Certificate. (35) "Unavoidable Delay" means those events constituting excuse from timely performance by a party hereto from any of its obligations hereunder, as such events are defined in and subject to the conditions described in Article 13 hereof. (36) “Vertical Construction” means commencement of work on the Project pursuant to a properly issued Building Permit. (37) "Vertical Construction Date" means the date upon which a permit for construction of a building on the Project Site has been issued. 1.02. Use of Words and Phrases. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural as well as the singular number, and the word "person" shall include corporations and associations, including public bodies, as well as natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Agreement and not solely to the particular portion thereof in which any such word is used. 1.03. Florida Statutes. All references herein to Florida Statutes are to Florida Statutes (2018), as amended from time to time. 5 4831-0614-7495v.1 147454/00112 ARTICLE 2. PURPOSE; PROPOSAL. 2.01. Intent; Purpose of Agreement. (a) The purpose of this Agreement is to further the implementation of the Plan by providing for the sale and conveyance of the Project Site to the Developer and the development, construction and operation of the Project thereon in accordance with the Project Plans and Specifications, all to enhance the quality of life, add new residents to the Downtown Core District, and improve the aesthetic and useful enjoyment of the Area 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. (b) As provided in this Agreement, the Agency shall undertake certain public actions pursuant to the Act and as implementation of the Plan, including making the Project Site available for redevelopment and assistance in obtaining such approvals by governmental authorities as are necessary for development of the Project. (c) As provided in this Agreement, the Developer shall carry out the redevelopment of the Project Site by obtaining approvals by governmental authorities necessary for development of the Project as more particularly described in Section 3.04 hereof, obtaining the Project Financing, purchasing the Project Site from the Agency, constructing various private improvements on the Project Site, and causing the Project to be developed as described herein. 2.02. Developer's Proposal. (a) The Proposal for the redevelopment of the Project Site, specifically including the acquisition of the Project Site by the Developer from the Agency and the design, construction, equipping, completion and use of the Project, and each component thereof, is hereby found by the Agency and acknowledged by the Developer: (1) to be consistent with and in furtherance of the objectives of the Plan, (2) to conform to the provisions of the Act, (3) to be responsive to the RFP, (4) to be in the best interests of the citizens of the City, (5) to further the purposes and objectives of the Agency, and (6) to further the public purpose of eradicating conditions of blight in the Area. The parties recognize and agree that during the process of review and approval provided for in the Agreement the design of the Project may be subject to change and modification as may be either agreed to by the parties or required as provided herein or by the appropriate regulatory authority, and should any changes be necessary or desirable the parties agree that they will act expeditiously and reasonably in reviewing and approving or disapproving any changes or modifications to the Project. (b) Based upon and as a result of the findings set forth in subsection (a) above, the Proposal, including such changes and revisions as are provided by this Agreement, is hereby affirmed by the Developer and approved and accepted by the Agency. (c) The parties hereto find that the terms and conditions set forth in this Agreement do not, individually or collectively, constitute a substantial deviation from the RFP or the Proposal. 2.03. Cooperation of the Parties. The parties hereto recognize that the successful development of the Project and each component thereof is dependent upon continued cooperation of the parties hereto, and each agrees that it shall act in a reasonable manner hereunder, provide the other party with complete and updated information from time to time with respect to the conditions such party is responsible for satisfying hereunder and make its good faith reasonable effort to ensure that such cooperation is continuous, the purposes of this Agreement are carried out to the full extent contemplated hereby and the Project is designed, constructed, equipped, completed and operated as provided herein. 2.04. Authorized Representative. (a) Each party shall designate an Authorized Representative to act on its behalf to the extent of the grant of any authority to such representative. Written notice of the designation of such a representative (and any subsequent change in the Authorized Representative) shall be given by the designating party to the other party in writing in accordance with the procedure set forth in Section 15.03 hereof. 6 4831-0614-7495v.1 147454/00112 (b) Except as otherwise expressly provided in this Agreement, whenever approval or action by the Developer or the Agency is required by this Agreement, such action or approval may, in the discretion of the party considering such approval or action, be taken or given by the Authorized Representative thereof. A party to this Agreement may rely upon the representation of the other party's Authorized Representative that such person has the requisite authority to give the approval or take the action being done by that Authorized Representative. A party may not later deny that its Authorized Representative had the authority represented to and relied upon by the other party or revoke or deny any action taken by such Authorized Representative which was relied upon by the other party. (c) The Developer does hereby notify the Agency that its initial Authorized Representative for the Project is Bruce Heisler, its Development Officer. (d) The Agency does hereby notify the Developer that its initial Authorized Representative is Amanda Thompson, its Executive Director. ARTICLE 3. LAND USE REGULATION AND RESTRICTIONS ON USE. 3.01. Zoning. On the Effective Date, the zoning classification for the Project Site is Downtown, abbreviated as “D.” 3.02. Redevelopment Plan. The Agency represents to the Developer and the Developer acknowledges that as of the date of the RFP and the Proposal the provisions of the Plan pertaining to the Project Site are consistent with the Project as contemplated by the Proposal. 3.03. Permits. (a) The Developer shall prepare and submit to the Executive Director of the Agency by no later than May 1, 2022, floor plans, site plans, and building façade plans for the Project for preliminary approval by the Agency. (b) The Developer shall prepare and submit to the appropriate governmental authorities, including the City’s Planning and Development Department (“Planning Department”), by no later than June 1, 2022, a complete and sufficient application for Level I Flexible Standard Development Application to allow development of the Project in accordance with the Project Plans and Specifications ("Application"), and shall bear all costs of preparing such applications, applying for and obtaining the Building Permits and Permits including applicable application, inspection, regulatory and Impact Fees or charges pertaining to the Project, including, but not limited to, any Building Permits or Permits, review, application, inspection, regulatory or impact fees. (c) The Agency, as the property owner, shall cooperate with the Developer in making the Application, and the Agency shall cooperate with the Developer in obtaining all necessary Permits and the Building Permits required for the construction and completion of the Project. (d) The Agency's duties, obligations, or responsibilities under any section of this Agreement, specifically including but not limited to this Section 3.04, do not affect the Agency's or the City's right, duty, obligation, authority and power to act in its governmental or regulatory capacity in accordance with applicable laws, ordinances, codes or other building or project regulation. The parties acknowledge that the Planning Department is an independent entity which is not a party to this Agreement and will render its independent decision concerning the Application and that therefore the Executive Director’s preliminary approval given pursuant to Section 3.03(a) is not binding on the Planning Department. (e) Notwithstanding any other provisions of this Agreement, any required permitting, licensing or other regulatory approvals by the Agency or the City shall be subject to the established procedures and requirements of the Agency or the City with respect to review and permitting of a project of a similar or comparable nature, size and scope. In no event shall the Agency or the City, due to any provision of this Agreement, be obligated to take any action concerning regulatory approvals except through its established processes and in accordance with applicable provisions of law. 7 4831-0614-7495v.1 147454/00112 3.04. Concurrency. (a) The parties hereto recognize and acknowledge that Florida law (specifically, Part II, Chapter 163, Florida Statutes) imposes restrictions on development if adequate public improvements are not available concurrently with that development to absorb and handle the demand on public services caused by that development. The City has created and implemented a system for monitoring the effects of development on public services within the City. The Developer recognizes and acknowledges it must satisfy the concurrency requirements of Florida law as applied to the Project. Specifically, the Developer covenants and agrees to comply with the City's land development code, including providing to the City any and all data and analysis that shows the Project will be consistent with the goals, objectives and policies of the comprehensive plan for the City, adopted by the City and in effect on the Effective Date, and the Developer further covenants and agrees to comply with concurrency certification provisions of the City's land development code. (b) The Agency represents and warrants and the Developer acknowledges that as of the Effective Date the Project as contemplated by this Agreement does not require any reservation of capacity or to seek any approvals as a result of the concurrency requirements described in subsection (a). If legally obligated in the future to comply with such requirements, the Developer agrees to seek issuance of a concurrency compliance certificate or other similar document by whatever name known and a reservation of services capacity under the City's concurrency management system, and does further agree to maintain such certificate and reservation. The Developer covenants and agrees with the Agency to not undertake any action or fail to take any action, which would cause the City to revoke or invalidate the concurrency compliance certificate or the reservation of services capacity. 3.05. Not a Development Order or Permit. The parties do hereby acknowledge, agree and represent that this Agreement is not intended to be and should not be construed or deemed to be a "development order" or "development permit" within the meaning of those terms in Section 163.3164, Florida Statutes. 3.06. Permitted Uses. (a) The Project shall consist of an approximately 4,500 square foot brewery/restaurant with indoor and outdoor amenity space; an approximately 11,000 square foot creative office and community event spaced under the CoHatch co-working concept, or a similar concept with a different company; and 35 apartment units as contemplated by the Proposal and this Agreement and constructed substantially in accordance with the Project Plans and Specifications. (b) The following uses are prohibited: (1) Any use that is not in substantial conformity with the Proposal. (c) Developer or any person or entity proposing to use the Project Site for a use not consistent with this Section 3.06, shall file with the Agency a request for a release of part or all of the restrictions imposed by this section. Within thirty days of receipt of such a request, the Agency shall consider such request and either deny the request, approve the request as filed, or approve the request subject to such terms, conditions and limitations as the Agency may require. Any such release of a restriction shall be evidenced by an amendment to this Development Agreement executed by Agency and the Developer and recorded in the public records of Pinellas County, Florida, the cost of which recording shall be paid by Developer. Nothing in this Section 3.07 is intended to effect or override any law, ordinance, regulation or other legal restriction set forth in this Agreement. ARTICLE 4. PROJECT PLANS AND SPECIFICATIONS. 4.01. Site Plan. (a) The Developer has prepared a preliminary Site Plan, a copy of which is attached hereto as Exhibit "B," that contemplates development of the Project consistent with this Agreement. The Developer agrees that during the term of this Agreement any material changes to the preliminary Site Plan or any subsequent versions of the Site Plan will be submitted to the Agency for approval. 8 4831-0614-7495v.1 147454/00112 (b) The Site Plan approved by the Agency shall be the basis for and incorporated into the Project Plans and Specifications. 4.02. Preparation of Project Plans and Specifications. (a) The Developer shall prepare the Project Plans and Specifications in sufficient detail and description of the Project, graphically and narratively if requested, to allow the Agency the opportunity to determine if those plans and specifications are consistent with the Proposal, the Site Plan and the Plan. (b) (1) The Developer is responsible for the cost of preparing, submitting and obtaining approval of the Project Plans and Specifications. (2) The Developer has retained and shall retain the Project Professionals to prepare the Project Plans and Specifications and shall notify the Agency of the names of such Project Professionals and any subsequent changes thereto or additional Project Professionals retained with respect to the Project. The Developer shall cause the Project Professionals to prepare the Project Plans and Specifications. (c) (1) The Agency does hereby consent to the preparation of the Project Plans and Specifications, and any revisions thereto, by the Project Professionals, and the Agency will not withhold approval of the Project Plans and Specifications because they were prepared by the Project Professionals. The Agency hereby acknowledges and agrees that the selection of the Project Professionals is the sole responsibility of, and within the sole discretion of, the Developer, and the Agency will not participate, and has not previously participated, in such selection by the Developer. (2) The parties hereto mutually acknowledge and agree the Project Professionals are not, individually or collectively, agents or representatives, either expressed or implied, of the City or the Agency. (d) The Developer shall provide the Project Plans and Specifications to the Executive Director of the Agency for review and approval, which approval shall not be unreasonably withheld, prior to submittal of the Application. The Agency and the Developer recognize and acknowledge the need for expedited review of the Project Plans and Specifications and approval by the Agency. (e) The Project Plans and Specifications contemplated by this subsection (d) shall be sufficient for a determination by the City required by the ordinances and regulations of the City. 4.03. Coordination with City Review. The Developer has represented to the Agency and the Agency acknowledges the need to expedite the process for review of the Project Plans and Specifications and the issuance of any Building Permits and Permits. The Agency agrees to use its best efforts to coordinate and expedite its review of the Project Plans and Specifications with any review or approvals by the City or other governmental entities. 4.04. Agency Review of Project Plans and Specifications. (a) During the term of this Agreement, the Agency’s review and approval of the Project Plans and Specifications is a prerequisite for issuance of the initial Building Permit for construction of the Project, or any part thereof. Amanda Thompson, the Executive Director, is hereby delegated by the Agency to review and approve the Project Plans and Specifications for substantial compliance with the Site Plan. (b) Upon the Developer submitting the Project Plans and Specifications to the Agency for review, the Agency agrees to diligently proceed with and complete its review of the Project Plans and Specifications and respond to the Developer as soon as reasonably possible after receipt thereof, but in no event later than fifteen (15) days after receipt of such Project Plans and Specifications, and advise the Developer in writing of the Agency's reasonable objections thereto or that the Project Plans and Specifications have been approved as submitted. (c) If the Agency gives written notice of specific objections to or deficiencies in the Project Plans and 9 4831-0614-7495v.1 147454/00112 Specifications as provided in subsection (b), then the Agency and the Developer shall expeditiously, diligently and reasonably negotiate to resolve such objections. (d) If the Project Plans and Specifications submitted to the Agency by the Developer substantially comply with this Agreement, including being substantially in accordance with the Site Plan, and further the purposes of the Plan, the Agency shall approve the Project Plans and Specifications as submitted, and shall notify the City and other pertinent governmental entities of such approval and recommend the City and such other pertinent governmental entities give such approvals and issue such Permits and Building Permits or licenses as are necessary for development of the Project. (e) If the Developer does not dispute the objections to any proposed Project Plans and Specifications contained in any notice from the Agency, it shall submit revised Project Plans and Specifications satisfying such objections. Any changes in the Project Plans and Specifications made by the Developer in response to such a notice shall be made without charge to the Agency. 4.05 Project Schedule. (a) Developer shall submit a completed Application as required by Section 3.03(b). (b) Developer shall Commence Construction of the Project by September 1, 2022. (c) Developer shall have completed Shell Construction by September 1, 2023. (d) Developer shall have Tenant Fit-Out Construction completed and Certificate(s) of Occupancy granted by the City by March 1, 2024. ARTICLE 5. PROJECT FINANCING. 5.01. Project Financing. (a) If the Developer elects to obtain Construction Financing, the Developer shall use its reasonable efforts to obtain from each Lender a term sheet for provision of the Construction Financing as soon as is reasonably possible. Upon obtaining such Construction Financing, the Developer shall notify the Agency that it has obtained said financing and provide to the Agency the name and address of the Construction Financing Lender. (b) If permitted by the terms of the construction financing, the Agency shall have an affirmative right, but not an obligation, to cure any default by the Developer under the Construction Financing. The parties recognize and acknowledge that the Agency's right under this paragraph (2) is not intended to be superior or ahead of any lien or right of any Lender to enforce its rights and remedies under the financing documents pertaining to the Project Financing. (c) The Developer covenants and agrees with the Agency that the proceeds of the Construction Financing shall be solely for the purpose of paying costs and fees related to the development and construction of the Project and that such proceeds, together with its own funds or other funds available to it from capital sources shall be sufficient to pay the costs of acquiring the Project Site and the development, construction and completion of the Project. 5.02. Notice of Developer's Default. (a) The Developer covenants and agrees with the Agency that Developer shall notify the Agency in writing within 5 days of Developer receiving notice that Construction Lender declares the Developer to be in default or if an event of default has occurred under the financing documents for the Construction Financing. The notice from the Developer to the Agency shall state the basis of the default by the Developer, shall identify the particular provision of the financing documents under which the Developer is in default and shall include copies of any pleadings in any proceeding instituted by the Construction Lender incident thereto. (b) Any notice from the Agency to the Developer specifying an event of default by the Developer under 10 4831-0614-7495v.1 147454/00112 Section 12.01 hereof shall, at the same time it is provided to the Developer, be mailed by the Agency to any Construction Lender by certified mail, return receipt requested, at its address last given to the Agency by the Developer prior to such notice; provided, however, the failure of the Agency to mail any such notice or the Construction Lender to receive any such notice shall not constitute a material breach or default of this Agreement by the Agency, nor shall it constitute a waiver by or preclude or delay the Agency from proceeding with or enforcing any right or remedy available to it under this Agreement. The notice from the Agency to the Construction Lender shall state the basis of the default, the particular provision of this Agreement under which the Developer is in default and shall include copies of any pleadings in any proceedings instituted by the Agency incident thereto. 5.03. Cure of Developer's Default by Lender. (a) (1) Following the Agency providing the notice under Subsection 5.02(b) hereof, the Construction Lender may, at its election, cure or remedy the default by the Developer described in such notice. If the Construction Lender elects to cure such default, it shall give notice of such election to the Agency and the Developer within sixty (60) days after the Agency issued its notice of default by the Developer as provided in Section 12.01 hereof. (2) So long as the Construction Lender proceeds to cure or remedy the Developer's default of this Agreement, the Agency agrees not to exercise any right or remedy available to it resulting from the Developer's default described in the notice and which the Construction Lender has elected to cure for such period of time as shall be reasonably necessary for the Construction Lender to cure or remedy such default, including any time reasonably necessary for the Construction Lender to obtain possession of the Project Site, if possession is necessary to enable the Construction Lender to cure or remedy such default. (b) If a default by the Developer under this Agreement is timely cured or remedied by the Construction Lender pursuant to this Section 5.03, then the Agency shall not have any rights or remedies against the Developer with regard to such default. (c) If the Construction Lender elects to cure or remedy the Developer's default hereunder as provided in subsection (a) hereof, it shall then be subject to and bound by the provisions of this Agreement and the actions required to be taken to remedy or cure said default that, but for the default by the Developer, would have been applicable to the Developer. (d) If, as a result of the Construction Lender curing or remedying a default by the Developer under this Agreement, the Construction Lender completes the construction of the Project upon receipt of a written request by the Construction Lender to the Agency for a construction Completion Certificate, the Agency shall execute and deliver to the Construction Lender a construction Completion Certificate for the Project, in the same manner and procedure as if the Developer has requested such a certificate under Section 7.05 hereof. (e) Subsequent to a default under this Agreement by the Developer, if the Construction Lender does not timely elect to cure such default as provided in subsection (a) hereof, or makes such election and proceeds to construct and complete the Project, but fails to complete such construction by the Completion Date (subject to extensions for Unavoidable Delays) and such failure shall not have been cured within sixty (60) days (or such longer period as may be reasonably necessary and mutually agreed upon by the Agency and the Construction Lender), then the Agency may proceed with any remedies available to it under Section 12.01 hereof. 5.04. Construction Lender Not Obligated to Construct. (a) If the Construction Lender elects not to cure a default by the Developer hereunder as provided in Subsection 5.03(a) hereof, the Construction Lender and any other holder who obtains title to or possession of the Project Site, or any part thereof, as a result of foreclosure proceedings or any other action in lieu thereof, including (I) any other party who thereafter obtains title to the Project Site or such part from and through such holder or, (ii) any other purchaser at a foreclosure sale, or (iii) any other grantee under a deed in lieu of foreclosure, and any of such parties' successors and assigns, shall not be obligated by this Agreement to construct or complete the Project, or to guarantee such construction or completion or to perform any of the Developer's other agreements, obligations or covenants under this Agreement. 11 4831-0614-7495v.1 147454/00112 (b) Nothing in this Section 5.04 or any other provisions of this Agreement shall be deemed or construed to permit or authorize any Construction Lender or any other party obtaining title to or possession of the Project Site, or any part thereof, to devote the Project Site, or any part thereof, to any use, or to construct any improvements thereon, other than the uses and improvements provided in the Plan and in the Project Plans and Specifications, unless prior to commencement of such use, approval thereof is obtained from the Agency, which approval shall not be unreasonably withheld or delayed. 5.05. Agency Cures Developer's Default. If prior to the issuance of the Project Completion Certificate, the Developer defaults under this Agreement or under, and to the holder of, any mortgage or other instrument creating an encumbrance or lien upon the Project Site, or any part thereof, if permitted by the terms of the Construction Financing, the Agency may cure such default or breach. In such an event, the Agency, as the case may be, shall be entitled, in addition to and without limitation upon any other rights or remedies or payment of any other amounts to which it shall be entitled by this Agreement, operation of law, or otherwise, to reimbursement from the Developer for all costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by the Agency in curing such default, together with interest thereon at a per annum rate equal to twelve percent (12%) until such amount is paid. The Agency shall have a lien on the Project Site for the amount of such reimbursement; provided, that any such lien shall be subject and subordinate to the lien of any then existing mortgage of the Project Site in favor of the Construction Lender. The Agency shall, if requested by Developer or the Construction Lender, execute and deliver to Construction Lender an agreement in recordable form subordinating the Agency’s lien to the lien of the Construction Lender. 5.06 Agency Assistance. (a) Developing approved non-residential uses in the Project is consistent with the Plan and the Agency recognizes that providing economic and non-economic support for non-residential development is necessary for the Project’s success. To facilitate the Project, the Agency agrees to reimburse the Developer up to Two Hundred Five Thousand and 00/100 Dollars ($250,000.00) for approved greenspace improvements. The reimbursement funds will be available quarterly starting on September 1, 2022 and lasting until the Developer's receipt of a final certificate of occupancy for Project, subject to satisfactory evidence that the Developer has actually incurred costs associated with greenspace improvements. Payment shall be made within thirty (30) days of the date of receipt of the reimbursement request and accompanying evidence. (b) While there will be no dedicated parking spaces, the Agency will provide public parking for the Project at the parking lot located on the corner of Martin Luther King Ave. and Cleveland Street on a first come-first-served basis during the life of this Agreement. ARTICLE 6. PROJECT SITE CONVEYANCE. 6.01. Findings; Representations. (a) The Agency is the owner of the Project Site. (b) Developer desires to purchase from Agency and Agency desires to sell to Developer the Project Site. 6.02. Agreement to Sell and Purchase. The Agency hereby agrees to sell and convey the Project Site to Developer and Developer hereby agrees to purchase the Project Site from Agency, upon the terms and conditions set forth in this Article 6. 6.03. Purchase Price. The Developer shall pay to the Agency as the purchase price for the Project Site the sum of Six Hundred Fifty Thousand and 00/100 Dollars ($650,000.00). 12 4831-0614-7495v.1 147454/00112 6.04. Site Evaluation. (a) From and after the Effective Date hereof during the term of this Agreement, the Developer and its agents and representatives shall be entitled to enter upon the Project Site for inspection, soil tests, examination, and such other matters and investigations as Developer deems necessary and appropriate. In this regard, no such examination will be deemed to constitute a waiver or a relinquishment on the part of Developer of its right to rely on the covenants, representations, warranties and agreements made by Agency or upon the agreements provided to Developer by Agency. Developer will restore any disturbance to the Project Site caused by its acts and will hold Agency harmless and indemnify Agency from and against any and all damages and liability occasioned by any claim asserted against Agency caused by such examination, excluding all damages and liability as a result of (i) a pre-existing condition on the Project Site, or (ii) the negligence and willful misconduct of the Agency. (b) Notwithstanding any other provision of this Agreement, in the event Developer does not receive approval of the Project after diligent effort and compliance with the timelines for submittal set forth herein and the procedural requirements of the City for submitting plans and specifications for approval to the City, Developer shall be entitled to terminate this Agreement as provided in Section 12.05 hereof. (c) Notwithstanding any other provision of this Agreement, in the event Developer is unable to obtain financing on commercially reasonable terms prior to the Closing Date, Developer may elect to terminate this Agreement as provided in Section 12.05. 6.05. Title. (a) Within sixty (60) days after the Effective Date, the Agency shall furnish to Developer, at the Developer's expense, a commitment for the issuance of an owner's policy of title insurance for the Project Site in the standard form adopted by the American Land Title Association from Fidelity National Title Insurance Company, 4111 Executive Parkway, Suite 304, Westerville, Ohio 43081, Anne Seaton, title agent, Phone Number: 614.818.4823, Email: anne.seaton@fnf.com, at no more than the promulgated rate, accompanied by one copy of all documents affecting the Project Site which constitute exceptions to the commitment. This commitment shall be in the amount of the total Purchase Price of the Project Site, shall show in Agency or the City, a good and marketable title in fee simple, free and clear of all liens and encumbrances without exception other than those permitted under the provisions of Section 6.13 hereof (the "Permitted Exceptions") in a form reasonably acceptable to Developer and shall be referred to hereinafter as the "Title Commitment". (b) If the Title Commitment, any update thereof or subsequent title commitment or the survey delivered to Developer in connection with the Project Site shows that the title is defective or unmarketable or that any part of the Project Site is subject to liens, restrictions, easements, encroachments or encumbrances of any nature whatsoever other than the Permitted Exceptions, Developer shall give Agency a reasonable time (not to exceed sixty (60) days after Developer has given written notice to Agency of any unacceptable conditions of title) within which to remedy or remove any such unacceptable conditions of title. Failure of Agency to remedy or remove any such unacceptable condition of title shall constitute a grounds for termination as provided in Section 12.05, unless Developer gives Agency its written waiver of such unacceptable condition of title. (c) Within thirty (30) days after closing, Agency shall furnish to Developer, at the Developer's expense, a standard ALTA Form 2006 owner's policy of title insurance based on the Title Commitment. Such policy will be issued by the title company that issued the Title Commitment, will be in the amount of the Purchase Price and will insure Developer's fee simple title, as the case may be, to the Project Site subject to no exceptions other than the Permitted Exceptions. Agency shall pay the premium charged for the issuance of any owner's policy of title insurance to the extent of the Purchase Price showing Developer as the fee simple owner of the Project Site. 6.06. Survey. (a) The Developer, shall employ a surveyor licensed by the State of Florida to prepare a current survey of the Project Site within 180 days of the execution of this Agreement. 13 4831-0614-7495v.1 147454/00112 (b) The survey shall: (1) Include the sealed Survey Certification attached hereto as Exhibit “F” for the Project Site. (2) Set forth an accurate metes and bounds description of the Project Site, which metes and bounds description shall be used for the purposes of conveying the Project Site to Developer hereunder, and the gross number of acres contained in the Project Site. (3) Locate all existing easements and rights of way, whether recorded or visible (setting forth the book and page number of the recorded instruments creating the easement). (4) Show any encroachments onto the Project Site from adjoining property and any encroachments from the Project Site onto adjoining property. (5) Show all existing improvements (such as buildings, power lines, fences, roads, driveways, railroads, underground pipelines, cables, etc.) and all rivers, creeks, drainage ditches or other water courses. (6) Show all dedicated public streets providing access to the Project Site and whether such access is paved to the property line of the Project Site. (7) Identify any flood zones as defined on Federal Flood Insurance Rate Maps (F.I.R.M.) for Pinellas County, Florida that affect the Project Site. (8) Show all applicable set back lines with reference to the source of the set backs. In the event the survey shows any encroachments of any improvement upon, from or onto the Project Site or shows any other matter of survey which is objectionable to Developer, in Developer's sole discretion, then Developer shall provide Agency with notice of such defect and the same shall be deemed a title defect and shall be treated as an objection to title by Developer as provided under Section 6.05(b). 6.07. Rights and Duties of Agency. (a) Agency shall cooperate in good faith with Developer in Developer's evaluation of the Project Site and shall execute all documents or perform such other acts, reasonably necessary to enable Developer to satisfactorily complete its evaluation of the Project Site and shall provide to Developer and its consultants any information or documents reasonably required by Developer and in Agency's or its consultant's possession which would assist Developer in such evaluation and preparation. (b) Agency shall reaffirm in writing to Developer that the covenants, warranties and representations set forth herein are true and correct as of the Closing Date. 6.08 Rights and Duties of Developer. Developer agrees to timely commence and pursue its evaluation of the Project Site hereunder in good faith; provided, however, at any time, Developer may cease such evaluations and terminate this Agreement as provided in Section 6.04(b). 6.09. Conditions to Closing. (a) The obligation of Developer to purchase the Project Site is subject to the following ("Conditions to Closing") unless waived by the Developer on or before the Closing Date: (1) Developer's purchase of the Project Site is contingent upon Developer obtaining approval of the Application, resulting in a site plan approval of the Project from the City for an approximately 4,500 square foot brewery/restaurant with indoor and outdoor amenity space; an approximately 11,000 square foot creative office and community event spaced under the CoHatch co-working concept, or a similar concept from another company; and 35 apartment units as contemplated by the Proposal and this Agreement and constructed substantially in accordance with the Project Plans and Specifications. 14 4831-0614-7495v.1 147454/00112 (2) The representations and warranties of Agency set forth herein being true on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date. (3) The Project shall be in compliance with the zoning, land use and concurrency requirements for the Project for an approximately 4,500 square foot brewery/restaurant with indoor and outdoor amenity space; an approximately 11,000 square foot creative office and community event spaced under the CoHatch co-working concept, or a similar concept from another company; and 35 apartment units as contemplated by the Proposal and this Agreement and constructed substantially in accordance with the Project Plans and Specifications, and issue appropriate building permits. (4) Developer obtaining financing for construction of the Project on commercially reasonable terms. In the event the Conditions to Closing are not satisfied on or before the Closing Date, as hereinafter defined, Developer may terminate this Agreement as set forth in Section 12.05 or may, at Developer's option, extend the Closing Date for three (3) months to permit the Agency to satisfy the Conditions to Closing that are within the Agency’s control. (b) The obligation of the Agency to convey the Project Site to the Developer is subject to the following unless waived by the Agency on or before the Closing Date: (1) The representations and warranties of the Developer set forth in Section 10.01 being true on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date. (2) The Developer is not then in default of this Agreement as provided in Section 12.01. (3) The Agency shall have approved the Project Plans and Specifications. (4) The City shall have approved the Site Plan for the Project for an approximately 4,500 square foot brewery/restaurant with indoor and outdoor amenity space; an approximately 11,000 square foot creative office and community event spaced under the CoHatch co-working concept, or a similar concept from another company; and 35 apartment units with expected market comparable rental rates for market plus to luxury apartment typologies and Class A commercial space. 6.10 Closing. Provided all conditions to conveyance of the Project Site to the Developer have been satisfied, Developer shall purchase the Project Site on or before the date which is 30 days after issuance of all Building Permits (herein referred to as the "Closing Date"). The parties may mutually agree to change the Closing Date, provided however that in no instance shall the Closing Date occur later than September 1, 2022. 6.11. Closing Procedure. (a) At closing, the Agency shall convey to Developer by special warranty deed, in the form attached hereto as Exhibit "C", title in fee simple to the Project Site, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions except those permitted in this Agreement and the Permitted Exceptions. (b) At closing, the Agency shall execute and deliver to Developer and Title Company an Affidavit of No Liens in a form satisfactory to Title Company and Developer, so as to cause Title Company to remove the "gap," unrecorded easements and other standard exceptions from the Title Commitment including the construction liens and parties in possession. (c) At closing, the Agency shall deliver to Title Company and Developer a certified copy of the organic document (e.g., the ordinances and resolutions) and all amendments thereto, that legally formed Agency and/or pursuant to which Agency holds title to the Project Site, along with evidence satisfactory to Title Company of Agency's authority to execute and deliver the documents necessary or advisable to 15 4831-0614-7495v.1 147454/00112 consummate the transaction contemplated hereby. (d) At closing, the Agency shall deliver an endorsement to the Title Commitment required herein and such further instruments as may be required by Developer, Developer's counsel or the Title Company to vest in Developer title of the Project Site as provided herein, all at Agency's expense. (e) Developer shall pay the Purchase Price for the Project Site to Agency as provided in Section 6.03. (f) The Project Site is currently exempt from ad valorem real estate taxes. Commencing on the Closing Date, Developer shall be responsible for all ad valorem real estate taxes on the Project Site and any personal property taxes. (g) Agency shall pay all special assessments and taxes, interest and penalties levied against the Project Site prior to the Closing Date. (h) Agency has terminated all original leases, if any, for the Project Site or any part thereof and all tenants will have vacated the Project Site by the Closing Date. (i) Agency shall deliver to Developer all original documents pertaining to the Project Site including licenses and permits, if any. (j) The Developer shall pay for all documentary stamps and transfer taxes, if any, for the deed, and for the preparation, recording and documentary stamps for all closing documents, lien releases and title curative instruments, its own attorney's fees, the premiums for the owner's title insurance policy, and for recording the deed and all other closing costs and expenses. (k) Closing shall be conducted at the title company. 6.12. Possession. Possession of the Project Site shall pass to Developer upon completion of the closing. 6.13. Condition of Title. Title to the Project Site at the time of conveyance shall be free of all liens, restrictions, easements, encroachments and encumbrances of any nature whatsoever except the following (the "Permitted Exceptions"): (a) Real estate taxes for the year of closing and subsequent years that are a lien but not yet due and payable. (b) Comprehensive land use planning, zoning and building ordinances, regulations and requirements adopted by governmental or municipal authority having jurisdiction. (c) Those additional exceptions as contained in the Title Commitment to be delivered by Agency to Developer at closing which Developer, in its sole and absolute discretion, has elected to accept. 6.14. Taxes and Assessments. Developer agrees to pay all taxes and assessments that become a lien on the Project Site prior to the Closing Date promptly when due. All special assessments applicable to any portion of the Project Site, delinquent taxes and delinquent installment of special assessments, together with any penalties and interest thereon, shall be paid by Developer on or before the Closing Date. 6.15. Covenants, Warranties and Representations. Agency hereby covenants, warrants and represents to Developer that: (a) The title of Agency to the Project Site hereby sold is absolute, good and marketable and free and clear of all liens and encumbrances except for the Permitted Exceptions. 16 4831-0614-7495v.1 147454/00112 (b) Agency will have the full legal power to own and convey the Project Site as provided for herein, following conveyance to the Agency of that portion of the property owned by the City. (c) There are no legal proceedings pending, threatened or contemplated against Agency or the City in any court, tribunal or administrative agency which affect the Project Site or which give or will give rise to any claims or liens against the Project Site or affect Agency's right to transfer the Project Site. (d) There are no rights of possession, use, rights of first refusal or otherwise to the Project Site outstanding in third persons by reason of unrecorded leases, land contracts, sale contracts, options or other documents. (e) No work has been performed or is in progress on or at the Project Site and no materials have been furnished to Agency or the Project Site or any portion thereof which after closing could give rise to any mechanics', materialmen, or other liens, and at the closing, Agency shall furnish to Developer an affidavit attesting to the absence of any such liens or rights to liens. (f) No assessment for public improvements or otherwise have been made against the Project Site which remain unpaid, including without limitation, any special assessments or those for construction of water, sewer, gas and electric lines, nor have any been proposed. (g) Agency has no information or knowledge of any change contemplated in the applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent land owners or natural or artificial conditions upon the Project Site which would prevent, limit, impede or make more costly the present or proposed use of the Project Site, provided, however, the City is in the process of adopting amendments to the land development code, but, if adopted, it will not adversely affect the proposed use or contemplated development of the Project Site. (h) From and after the date hereof, Agency shall refrain from (1) making any material changes on or about the Project Site; (2) creating and incurring or permitting to exist any mortgage, lien, pledge or other encumbrance in any way affecting the Project Site; or (3) committing any waste or nuisance on the Project Site. (i) From and after the date hereof, and at any time prior to transfer of title to Developer, Agency shall not grant, sell or convey any interest in the Project Site, including easements or rights of way, to any person, corporation (public or private), governmental body or political subdivision without the written permission of Developer. (j) (1) Compliance with Environmental Law. Agency has: (I) materially complied with all applicable Environmental Law; and (ii) not received any notice of alleged outstanding violation of Environmental Law, nor does Agency have knowledge of any facts or circumstances that could constitute such a violation. To the best of Agency's knowledge, there are no Hazardous Substances on, above, within, underneath or in groundwater underlying the Property which exceed applicable standards under any Environmental Law, other than the contaminants described in the Phase II ESA. (2) Definitions. For purposes of this Article 7, the terms in this paragraph (2) shall have the following meanings: (i) "Hazardous Substances" means any substance or material: (a) identified in Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601, as the same may be amended from time to time; or (b) determined to be toxic, a pollutant or contaminant, under Federal, state or local statute, law, ordinance, rule or regulation or judicial or administrative order or decision, as same may be amended from time to time, including but not limited to (i) hazardous wastes as identified pursuant to the Resource Conversation and Recovery Act, 42 U.S.C. §6901, et seq., as the same may be amended from time to time, or (ii) pollutants, petroleum and petroleum products as defined in either Chapter 403 or Chapter 376, Florida Statutes, as the same may be amended from time to time. (ii) "Environmental Law" means any Federal, state or local statutory or common law 17 4831-0614-7495v.1 147454/00112 relating to pollution or protection of the environment, including without limitation, any common law of nuisance or trespass, and any law or regulation relating to emissions, discharges, releases or threatened releases of Hazardous Substances into the environment (including without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances. (k) Agency has no knowledge of any adverse fact relating to the physical condition of the Project Site or any portion thereof which has not been specifically disclosed in writing to Developer, including without limitation landfills, hazardous wastes, fault lines, sinkholes or other geological conditions or adverse soil conditions. (l) Agency has no knowledge that any commitments have been made to any governmental authority, utility company, school board, church or other religious body, homeowners' association, or any other organization, group or individual relating to the Project Site which would impose an obligation upon Developer or its successors or assigns to make any contributions or dedications of money or land or to construct, install or maintain any improvements of a public or private nature on or off the Project Site. (m) There are no facts known to Agency materially affecting the value of the Project Site which are not readily observable by Developer or which have not been disclosed to Developer or identified by Developer in its site investigation. (n) There exists no violation of any requirement or condition to current zoning or land use classifications applicable to the Project Site. (o) The Project Site is not included in any national, state, county or municipal historic registry or similar classification, nor does the Project Site include any historical or archeological artifacts. (p) The Agency has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby and neither this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation of any order, rule, regulation, agreement or instrument or any charter or organizational documents to which the Agency is subject. No further approvals or consents by third parties or governmental bodies are required in order for the Agency to enter into this Agreement and consummate the transactions contemplated hereby. (q) The covenants, representations and warranties of the Agency as contained herein shall be true and correct as of the Closing Date and shall survive the closing of this transaction. 6.16. Condemnation. In the event that prior to the Closing Date, all or any portion of the Project Site or any rights or easements therein shall be taken by condemnation or rights of eminent domain or like process, or shall be threatened therewith, and the same, in Developer's reasonable opinion, would have a materially adverse impact upon Developer's use of the Project Site, Developer shall, within fifteen (15) days after having received notice thereof from Agency, elect in writing to either (a) continue this Agreement in full force and effect, notwithstanding such taking or threatened taking, in which case Developer shall be required to continue the purchase of the Project Site, in which event Agency shall assign or pay to Developer the applicable portion of the proceeds payable under such condemnation proceedings, (b) delete the portion of the Project Site condemned or threatened to be condemned from this Agreement, with a proportionate reduction in the Purchase Price, or (c) terminate this Agreement. 6.17. Real Estate Commission. Developer and Agency represent that they have not used any brokerage services with respect to the conveyance of the Project Site to the Developer as herein contemplated. The Agency and the Developer shall each hold the other harmless and indemnify the other party, its respective successors, assigns, employees, directors and agents from any and all costs, damages, liabilities and expenses, including reasonable attorney's fees, incurred by reason of any claim for fee or commission of any kind based on the sale contemplated herein. 6.18. Maintenance of Project Site. Prior and up to the Closing Date during its continued possession, the Agency shall maintain the Project Site in good order. 18 4831-0614-7495v.1 147454/00112 6.19. Radon Gas Notice. (a) As required by Section 404.056(5), Florida Statutes, the following notice is hereby given to the Developer as the prospective purchaser of the Project Site, which may have buildings located thereon, and the Developer acknowledges receipt of such notice: "Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." ARTICLE 7. CONSTRUCTION OF THE PROJECT. 7.01. Site Clearance. The Developer shall be responsible for clearance of the Project Site such that it is in a condition ready for Commencement of Construction as of the Commencement Date. Permits issued by the City for pre-construction activities on the Project Site, including site clearance, shall not be considered a Building Permit for purposes of this Agreement. 7.02. Construction of the Project. (a) The Developer shall construct the Project on the Project Site substantially in accordance with the Project Plans and Specifications. Subject to Unavoidable Delay and the terms and conditions in this Agreement, the Developer shall Commence Construction of the Project no later than September 1, 2022. (b) All obligations of the Developer with respect to commencement, continuation and completion of construction of the Project shall be subject to delays and extensions from time to time for Unavoidable Delay. The Developer shall not be deemed to be in default of this Agreement to the extent construction or completion of the Project, or any part thereof, is not complete by reason of Unavoidable Delay. (c) For purposes of this Agreement, "completion," "complete," "substantially complete" or "substantial completion" means, that a Certificate of Occupancy for each residential building has been issued by the City. (d) (1) Commencing on the fifteenth (15th) day of the calendar month following the calendar month in which the Commencement Date occurs and continuing until the Completion Date, the Developer shall make quarterly reports to the Agency in such detail and in such form as may reasonably be requested by the Agency as to the actual progress of the construction of the Project. (2) If the Agency reasonably believes adequate progress in the construction of the Project is not being made, the Agency shall give written notice to the Developer that adequate progress is apparently not being made in the Project and Developer shall have a period of ten (10) business days after receipt of such notice in which to respond to Agency as to why adequate progress is or is not being made toward completion of the Project. (e) (1) The Developer agrees that each contract between the Developer and a Contractor for the Project shall provide, among other things, that: (i) notice shall be given to the Agency of any material defaults thereunder by the Developer or the Contractor; and (ii) in the event of a material breach by the Developer of such contract that is not being contested by the Developer, the Agency shall have the right, but not the obligation, to cure any defaults by the Developer under such contract without penalty to the Agency or stoppage of the work. (2) If the Agency elects to cure a material default by the Developer under a contract between the Developer and a Contractor, upon receipt of a notice to that effect from the Agency, the Developer shall immediately deliver to the Agency all plans, specifications, drawings, contracts and addenda thereto pertaining 19 4831-0614-7495v.1 147454/00112 to the construction of that part of the Project which are in its possession or control (and shall instruct the Project Professionals and any other persons in possession or control of such plans, specifications, drawings and contracts to deliver them to the Agency). (3) The right of the Agency to cure any default by the Developer as provided in paragraph (1) above shall be subject and subordinate to the right of the Construction Lender to cure such default. 7.03. Maintenance and Repairs. During the construction of the Project, the Developer shall, at its own expense, keep the Project in good and clean order and condition and the Developer shall promptly make all necessary or appropriate repairs, replacements and renewals thereof, whether ordinary or extraordinary, foreseen or unforeseen. All repairs, replacements and renewals shall be equal in quality and class to the original work. When making such repairs, replacements or renewals, the Developer shall comply with all applicable laws, ordinances, codes and regulations. 7.04. Project Alterations or Improvements. During the construction of the Project, the Developer may, from time to time, make alterations and improvements, structural or otherwise, to the Project as the Developer deems desirable and consistent with the Project Plans and Specifications for the uses contemplated by this Agreement; provided, however, that prior to the commencement of any material alterations or improvements of sufficient size and scope as to constitute a material change in the previously approved Project Plans and Specifications, the Developer shall notify the Agency of such material change and shall submit a change, amendment or revision to the Project Plans and Specifications to the Agency for review as provided in Sections 4.03 and 4.04 hereof. Nothing in this Section 7.04 is intended nor shall be deemed to limit or restrict the exercise of governmental or regulatory powers or authority by the City or any other governmental entity or to enlarge its regulatory authority. 7.05. Completion Certificate. (a) (1) Upon the substantial completion of the construction of the Project in accordance with the provisions of this Article 7 (particularly including subsection 7.02(c)), the Developer shall prepare and execute the Completion Certificate, which shall then be delivered to the Agency. Upon receipt of the Completion Certificate, the Agency shall promptly and diligently proceed to determine if construction has been completed substantially in accordance with the Project Plans and Specifications and this Agreement. Upon making such a determination the Agency shall execute the Completion Certificate and return it to the Developer. The date of the Completion Certificate shall be the date when the last of the parties shall have executed the Completion Certificate. (2) The Completion Certificate shall constitute a conclusive determination by the parties hereto of the satisfaction and termination of the obligations of the Developer hereunder to construct the Project; provided, however, that nothing in this Section 7.05 shall be a waiver of the rights, duties, obligations or responsibilities of the City or any other governmental entity acting in its regulatory or governmental capacity or an approval of said construction for purposes of the issuance of a certificate of occupancy for the Project. (3) The parties agree that it is their intent that the review by the Agency for purposes of the Completion Certificate determination pursuant to this Section 7.05 is not to be an additional or duplicate inspection over and above that required for purposes of the Building Permit, including the issuance of a certificate of occupancy. The Agency agrees that for purposes of determining if the Project has been substantially completed in accordance with the Project Plans and Specifications, the issuance of a certificate of occupancy shall be a conclusive determination of substantial completion for purposes of this subsection (a) and, if such certificate of occupancy has been determined to have been issued, then the Agency agrees to execute the Completion Certificate. (b) If the Agency shall refuse or fail to execute the Completion Certificate after receipt of a request by the Developer to do so, then the Agency shall, within ten (10) days after its receipt of such request, provide the Developer with a written statement setting forth in reasonable detail the reason(s) why the Agency has not executed the Completion Certificate and what must be done by the Developer to satisfy such objections so that the Agency would sign the Completion Certificate. Upon the Developer satisfying the Agency's objections, then the Developer shall submit a new request to the Agency for execution of the Completion Certificate and 20 4831-0614-7495v.1 147454/00112 that request shall be considered and acted upon in accordance with the procedures in paragraph (a)(1) for the original request. (c) The Completion Certificate shall be in a form sufficient to be recorded in the public records of Pinellas County, Florida. After execution by the Agency, it shall be promptly returned to the Developer who shall record the Completion Certificate in the public records of Pinellas County, Florida, and pay the cost of such recording. 7.06. Agency Not in Privity with Contractors. The Agency shall not be deemed to be in privity of contract with any Contractor or provider of goods or services with respect to the construction of the Project. 7.07. Repurchase of the Project Site. (a) In the event Developer does not commence Construction of the Project in accordance with the Project Schedule set forth in Sections 4.05 and 7.02 hereof, Agency shall have an option to purchase the Project Site upon the terms and conditions as set forth in this Section 7.07 (the "Property Option"). The Property Option shall be exercised by Agency within ninety (90) days following the last date on which Developer was required to commence Vertical Construction. The Property Option shall be exercised by Agency providing written notice to Developer of its intent to exercise the Property Option within said ninety (90) day period (time being of the essence with respect to such notice); provided, however, that Agency shall not have the right to exercise such Property Option in the event Developer cures its failure to commence Vertical Construction within thirty (30) days following its receipt of such written notice. If Agency should fail to provide such written notice of its exercise of the Property Option within said ninety (90) day period, then the Property Option shall immediately and automatically lapse. (b) Upon proper and timely exercise of the Property Option, Agency and Developer shall undertake to close the conveyance of the Project Site by Developer to Agency within sixty (60) days following the date of notice of the exercise of the Property Option upon the following terms and conditions: (1) The Project Site shall be acquired subject to any recorded mortgages, notes, or other debt instruments in favor of third parties encumbering the title to the Project Site as evidenced in the Public Records of Pinellas County, Florida. (2) The price to be paid by Agency to Developer for the Project Site shall equal the Purchase Price paid by Developer to Agency at closing less the amount of outstanding debt encumbering the Project Site pursuant to paragraph (b)(1) above that is assumed by the Agency. (3) The Project Site shall be conveyed by Developer to Agency pursuant to a special warranty deed, which deed shall be subject to taxes for the year of closing and the other Permitted Exceptions to which the Project Site was subject on the Closing Date. (c) Upon the commencement of Vertical Construction by Developer in accordance with the Project Schedule, the Agency shall, within five (5) days of Developer’s request, execute and deliver to Developer, in recordable form, a termination of the Agency’s Property Option. (d) Upon conveyance of the Project Site to the Agency pursuant to the exercise of the Property Option, this Agreement shall terminate as provided in Section 12.05. (e) The Property Option shall survive a termination of this Agreement by the Developer pursuant to Section 12.05. 21 4831-0614-7495v.1 147454/00112 ARTICLE 8. INSURANCE. 8.01. Insurance Requirements Generally. (a) The Developer agrees to purchase and maintain or cause its construction Contractor to purchase and maintain) in full force and effect such insurance policies with coverages generally applicable to projects in the State of Florida and Pinellas County similar in size and scope to the Project. All insurance shall be obtained from financially responsible insurance companies either duly authorized under the laws of the State of Florida to do insurance business in the State of Florida (or subject to legal process in the State of Florida) and shall be issued and countersigned by duly authorized representatives of such companies for the State of Florida. (b) The insurance coverages and limits shall be evidenced by properly executed certificates of insurance, copies of which shall be provided to the Agency during the term of this Agreement. No less than thirty (30) days written notice by registered or certified mail must be given by the Developer to the Agency of any cancellation, intent not to renew, or reduction in the policy coverages. (c) Nothing in this Agreement is intended or shall be deemed to be designed by the Agency as a recommended insurance program for the Developer. (d) (1) The Developer alone shall be responsible for the sufficiency of its own insurance program. The Agency will in no way be responsible to the Developer or any other party for any inadequacy of the Developer's overall insurance program. (2) The Agency shall be responsible for the sufficiency of its insurance program. The Developer will in no way be responsible to the Agency or any other party for any inadequacy of the Agency's overall insurance program. 8.02. No Waiver of Sovereign Immunity. Nothing in this Article 8 is intended or shall be deemed to constitute a waiver in whole or in part of any sovereign immunity applicable to and that may be asserted by the City or the Agency. ARTICLE 9. 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 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 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. ARTICLE 10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER. 10.01. Representations and Warranties. The Developer represents and warrants to the Agency that each of the following statements is currently true and accurate and agrees the Agency may rely upon each of the following statements: (a) The Developer is an Ohio limited liability company duly organized and validly existing under the laws of the State of Ohio and authorized as a foreign limited liability company to operate in the State of Florida, and has all requisite power and authority to carry on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party and has consented to service of process upon a designated agent for service of process in the State of Florida. 22 4831-0614-7495v.1 147454/00112 (b) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which Developer is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the Developer, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof: (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Developer, (3) contravenes or results in any breach of, default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the Developer under any indenture, mortgage, deed of trust, bank loan or credit agreement, the Developer's articles of organization, or, any other agreement or instrument to which the Developer is a party or by which the Developer may be bound. (c) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of the Developer enforceable against the Developer in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d) There are no pending or, to the knowledge of the Developer, threatened actions or proceedings before any court or administrative agency against the Developer, or against any controlling shareholder, officer, employee or agent of the Developer, which question the validity of this Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Developer. (e) The Developer has filed or caused to be filed all federal, state, local and foreign tax returns, if any, which were required to be filed by the Developer, and has paid, or caused to be paid, all taxes shown to be due and payable on such returns or on any assessments levied against the Developer. (f) All financial information and other documentation, including that pertaining to the Project or the Developer, delivered by the Developer to the City and the Agency, was, on the date of delivery thereof, true and correct. (g) The principal place of business and principal executive offices of the Developer are in Hilliard, Ohio and the Developer maintains an office for its Florida operations in Tampa, Florida, and, until the expiration or termination of this Agreement, the Developer will keep original or duplicate records concerning the Project (such as construction contracts, financing documents and corporate documents) and all contracts, licenses and similar rights relating thereto at its office located in Tampa, Florida, copies of which shall be made available to Agency upon 24 hours' written notice. (h) As of the Closing Date, the Developer will have the financial capability to carry out its obligations and responsibilities in connection with the development of the Project as contemplated by this Agreement, including the purchase of the Project Site from the Agency as contemplated by Article 6. (i) The Developer (with the assistance of its Project Professionals) has the experience, expertise, and capability to develop, cause the construction, and complete the Project and, oversee and manage the design, planning, construction, and completion of the Project, and to acquire the Project Site as provided herein. 10.02. Covenants. The Developer covenants with the Agency that until the earlier of the Termination Date or the Expiration Date: (a) The Developer shall timely perform or cause to be performed all the obligations contained herein which are the responsibility of the Developer to perform. (b) During each year this Agreement and the obligations of the Developer under this Agreement shall be in effect, the Developer shall cause to be executed and to continue to be in effect those instruments, 23 4831-0614-7495v.1 147454/00112 documents, certificates, permits, licenses, and approvals and shall cause to occur those events contemplated by this Agreement that are applicable to, and that are the responsibility of, the Developer. (c) The Developer shall assist and cooperate with the Agency to accomplish the development of the Project by the Developer in accordance with this Agreement and the Project Plans and Specifications and will not violate any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will be applicable thereto, including the Plan and the Act. (d) The Developer shall comply with all provisions of the financing documents for any Construction Financing. (e) Subsequent to the Effective Date, the Developer shall maintain its financial capability to develop, construct and complete the Project and shall promptly notify the Agency of any event, condition, occurrence, or change in its financial condition which materially adversely affects, or with the passage of time is likely to adversely affect, the Developer's financial capability to successfully and completely develop, construct and complete the Project as contemplated hereby. (f) The Developer shall promptly cause to be filed when due all federal, state, local and foreign tax returns required to be filed by it and shall promptly pay when due any tax required thereby so as to avoid an uncured tax lien against the Project Site. (g) Subject to and except as permitted by Section 15.01, the Developer shall maintain its existence, will not dissolve or substantially dissolve all of its assets and will not consolidate with or merge into another corporation, limited partnership, or other entity without the prior approval of the Agency, unless the Developer is the surviving entity or retains a controlling interest in the consolidated or merged corporation, in which case no consent by Agency shall be required. In any event, prior to the expiration or termination of this Agreement, the Developer, will promptly notify the Agency of any changes to the existence or form of the limited liability company of Developer. (h) The Developer shall not sell, lease, transfer or otherwise dispose of all or substantially all its assets without adequate consideration and will otherwise take no action which shall have the effect, singularly or in the aggregate, of rendering Developer unable to continue to observe and perform the covenants, agreements, and conditions hereof and the performance of all other obligations required by this Agreement. (i) Except for the removal of any structures, plants, items or other things from the Project Site after the Closing Date necessary for construction of the Project to commence and continue, the Developer shall not permit, commit, or suffer any waste or impairment of the Project Site prior to the earlier of the Termination Date or the Expiration Date. (j) Provided all conditions precedent thereto have been satisfied or waived as provided herein, the Developer shall design, construct and complete the Project such that it is substantially complete as set forth in Section 4.05 of this Agreement. 10.03 Covenant: Nondiscrimination. The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the marketing, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees of the Project Site. 10.04. Survival. The representations, warranties and covenants of Developer as contained in Section 10.01 and 10.02 hereof shall survive the conveyance of the Project Site to the Developer by the Agency. The representations, warranties and covenants of Developer as contained in Section 10.03 hereof shall survive the conveyance of the Project Site to the Developer by the Agency and Termination or Expiration. The Parties agree that the survival contained in this section ultimately terminate on September 1, 2031. 24 4831-0614-7495v.1 147454/00112 ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY. 11.01. Representations and Warranties. The Agency represents and warrants to the Developer that each of the following statements is currently true and accurate and agrees that the Developer may rely on each of the following statements: (a) The Agency is a validly existing body corporate and politic of the State of Florida, is the duly created community redevelopment agency of the City under Part III, Chapter 163, Florida Statutes (known as the Community Redevelopment Act of 1969), has all requisite corporate power and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party. (b) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Agency is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the Agency, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Agency, (3) contravenes or results in any breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the Agency under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which the Agency is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of the Agency outstanding on the Effective Date. (c) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Agency is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of the Agency enforceable against the Agency in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d) There are no pending or threatened actions or proceedings before any court or administrative agency against the Agency, or against any officer of the Agency, which question the validity of any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Agency. 11.02. Covenants. The Agency covenants with the Developer that until the earlier of the Termination Date or the Expiration Date: (a) The Agency shall timely perform or cause to be performed all the obligations contained herein which are the responsibility of the Agency to perform. (b) During each year that this Agreement and the obligations of the Agency under this Agreement shall be in effect, the Agency shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses, and approvals, and shall cause to occur those events contemplated by this Agreement that are applicable to and are the responsibility of the Agency. (c) The Agency shall assist and cooperate with the Developer to accomplish the development of the Project in accordance with this Agreement and the Project Plans and Specifications, will carry out its duties and responsibilities contemplated by this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will be applicable thereto, and, to the extent permitted by law, the Agency will not enact or adopt or urge or encourage the adoption of any ordinances, resolutions, rules, regulations or orders or approve or enter into any contracts or agreements, including issuing any bonds, notes, or other forms of indebtedness, that will result in any provision of this Agreement to be in violation thereof. 25 4831-0614-7495v.1 147454/00112 (d) The Agency shall not request or recommend any rezoning of the Project Site, or any part thereof, which will prevent or adversely affect the development of the Project. (e) The Agency to the best of its ability, shall maintain its financial capability to carry out its responsibilities as contemplated by this Agreement and shall notify the Developer of any event, condition, occurrence, or change in its financial condition that adversely affects, or with the passage of time is likely to adversely affect, the Agency's financial capability to carry out its responsibilities contemplated hereby. 11.03. Survival. The representations, warranties and covenants of Agency as contained in Section 11.01 and 11.02 hereof shall survive the conveyance of the Project Site to the Developer by the Agency. ARTICLE 12. DEFAULT; TERMINATION. 12.01. Default by Developer. (a) Provided the Agency is not then in default of this Agreement under Section 12.02 hereof, the occurrence of any one or more of the following after the Effective Date shall constitute an event of default by Developer ("Developer Event of Default"): (1) The Developer shall fail to perform or comply with any material provision of this Agreement applicable to it within the time prescribed therefor; provided, however, that suspension of or delay in performance by the Developer during any period in which the Agency is in default of this Agreement as provided in Section 12.02 hereof will not constitute a Developer Event of Default under this subsection (a); or (2) The Developer 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 Developer or any material part of such entity's properties; or (3) Within sixty (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 sixty (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. (b) (1) If a Developer Event of Default shall remain uncured thirty (30) days after written notice thereof to the Developer, then, in addition to any remedy available under Section 12.03, the Agency may terminate this Agreement or pursue any and all legal or equitable remedies to which the Agency is entitled, including an action for declaratory or injunctive relief. In the event the Developer has commenced to cure the Developer Event of Default but it is of such nature that it cannot be completely cured within thirty (30) days, then Developer shall have such reasonable additional time as is necessary to cure the Developer Event of Default provided that the entire cure period shall not exceed ninety (90) days after Developer's initial receipt of notice of the Developer Event of Default. Notwithstanding any provision in this Agreement to the contrary, if a Developer Event of Default shall occur prior to the Closing Date, Agency's sole and exclusive remedy shall be to terminate this Agreement. (2) Any time periods or deadlines provided in this Agreement shall be tolled or extended by the amount of time to cure any Developer Event of Default hereunder if such event affects the Agency's ability to perform by such deadline or the expiration of such period. (c) Subject to the rights of any Lender, any Contractor, creditors of the Developer, and others claiming a legal or equitable interest in the Project, or a portion thereof, if the Agency elects under Section 5.05 to cure a Developer Event of Default and complete the construction of the Project, all plans and specifications, working 26 4831-0614-7495v.1 147454/00112 drawings, construction contracts, contract documents, Building Permits, Permits, management agreements, and financial commitments (all only to the extent assignable) with respect to the Project shall, if such default has not been previously cured, on the day following receipt by the Developer of notice from the Agency of its election to cure under Section 5.05, be deemed then assigned to the Agency making said election, without necessity of any other action being taken or not taken by any party hereto. The Developer shall transfer and deliver to the Agency upon making said election, all assignable Project Plans and Specifications, working drawings, construction contracts, contract documents, financial commitments, management agreements, and all Permits. 12.02. Default by the Agency. (a) Provided the Developer is not then in default under Section 12.01, there shall be an "Agency Event of Default" under this Agreement in the event the Agency shall fail to perform or comply with any material provision of this Agreement applicable to it; provided, however, that suspension of or delay in performance by the Agency during any period in which the Developer is in default of this Agreement as provided in Section 12.01 hereof will not constitute an Agency Event of Default under this subsection (a). (b) If an Agency Event of Default described in subsection (a) shall occur, the Developer shall provide written notice thereof to the Agency, and, after expiration of the curative period described in paragraph (b) below, may terminate this Agreement, institute an action to compel specific performance of the terms hereof by the Agency or pursue any and all legal or equitable remedies to which the Developer is entitled; provided, however, if the Agency Event of Default occurs on or prior to the Closing Date, any monetary recovery by the Developer in any such action shall not include any lost profits or consequential damages and shall be limited to bona fide third-party out-of-pocket costs and expenses, including reasonable attorneys' fees, incurred by the Developer in connection with the negotiation of this Agreement as well as any investigation, due diligence, development, design or construction costs incurred by the Developer in connection with the proposed acquisition and development of the Project Site, unless any such Agency Event of Default was willful and committed in bad faith with reckless disregard for the rights of the Developer. If the Agency Event of Default occurs following the Closing Date, Developer shall provide written notice thereof to the Agency, and, after the expiration of the curative period described in paragraph (c) below, may terminate this Agreement, institute an action to compel specific performance of the terms hereof by the Agency or pursue any and all legal or equitable remedies to which the Developer is entitled; any monetary recovery by the Developer in any such action shall include any lost profits or consequential damages in addition to reimbursement for bona fide third-party out-of-pocket costs and expenses, including reasonable attorneys' fees, incurred by the Developer in connection with the negotiation of this Agreement as well as any investigation, due diligence, development, design or construction costs incurred by the Developer in connection with the proposed acquisition and development of the Project Site. (c) The Developer may not terminate this Agreement or institute an action described in paragraphs (a) or (b) above if the Agency cures such Agency Event of Default within thirty (30) days after receipt by the Agency of written notice from the Developer specifying in reasonable detail the Agency Event of Default, or if any such Agency Event of Default is of such nature that it cannot be completely cured within such period, then within such reasonably longer period of time as may be necessary to cure such Agency Event of Default. If the Agency is proceeding diligently and in good faith to cure such Agency Event of Default, the curative period shall be extended for a period of not exceeding an additional thirty (30) days without any approval or consent of the Developer being required, but such approval will be required (and shall be given or withheld in Developer's sole discretion) if the curative period is to be extended beyond the aggregate of sixty (60) days after the notice of such Agency Event of Default has been given by the Developer to the Agency. If the Agency shall fail to cure such Agency Event of Default within said thirty (30) day or longer period (as extended above) or ceases to proceed diligently to timely cure such Agency Event Default, then the Developer may proceed with its available remedies without providing any additional notice to the Agency. (d) Any time periods or deadlines provided in this Agreement shall be tolled or extended by the amount of time to cure any Agency Event of Default hereunder if such event affects the Developer's ability to perform by such deadline or the expiration of such period. 12.03. Obligations, Rights and Remedies Cumulative. Unless specifically stated herein to the contrary, the 27 4831-0614-7495v.1 147454/00112 specified rights and remedies to which either the Agency or the Developer are entitled under this Agreement are not exclusive and are intended to be in addition to any other remedies or means of redress to which the Agency or the Developer may lawfully be entitled and are not specifically prohibited by this Agreement. The suspension of, or delay in, the performance of its obligations by the Developer, while the Agency shall at such time be in default of their obligations hereunder shall not be deemed to be a Developer Event of Default. The suspension of, or delay in, the performance of the obligations by the Agency while the Developer shall at such time be in default of its obligations hereunder shall not be deemed to be an Agency Event of Default. 12.04. Non-Action on Failure to Observe Provisions of this Agreement. The failure of the Agency or the Developer to promptly or continually insist upon strict performance of any term, covenant, condition or provision of this Agreement, or any Exhibit hereto, or any other agreement, instrument or document of whatever form or nature contemplated hereby shall not be deemed a waiver of any right or remedy that the Agency or the Developer may have, and shall not be deemed a waiver of a subsequent default or nonperformance of such term, covenant, condition or provision. 12.05. Termination. (a) The Developer and the Agency acknowledge and agree that as of the Effective Date, certain matters mutually agreed upon by the parties hereto, which are essential to the successful development of the Project, have not been satisfied or are subject to certain conditions, legal requirements or approvals beyond the control of any of the parties hereto or which cannot be definitely resolved under this Agreement. In recognition of these events or conditions, the parties hereto mutually agree that, provided the appropriate or responsible party therefor diligently and in good faith seeks to the fullest extent of its capabilities to cause such event or condition to occur or be satisfied, the failure of the events or conditions listed in subsection (b) below to occur or be satisfied shall not constitute an event of default by any party under this Article 12, but may be the basis for a termination of this Agreement as provided in this Section 12.05. (b) In addition to any other rights of termination provided elsewhere in this Agreement, this Agreement may be terminated prior to the Closing Date as provided in subsection (c) after the occurrence of any of the following events or conditions: (1) Failure to satisfy the Conditions to Closing set forth in Section 6.09. (2) All of the Project Site is taken by the exercise of the power of eminent domain by a governmental authority (except the City or the Agency) or a person entitled to exercise such power or benefiting therefrom, or such part of the Project Site is taken by the power of eminent domain so as to render the Project, in Developer's sole discretion, commercially unfeasible or unusable for its intended uses as contemplated by this Agreement. (3) The appropriate governmental authority (but not including the City in exercise of its governmental and regulatory authority and responsibility), upon petition by the Developer, unduly delays or denies or fails to issue the Permits, issue the Building Permits, or approve any other land use approval necessary to Commence Construction of the Project on the Project Site. (4) A moratorium on new construction is imposed by a governmental authority within the City or Pinellas County preventing construction of the Project to commence. (5) The City or other appropriate governmental authority has issued a concurrency compliance certificate or a reservation of services capacity as described in Section 3.05 and such certificate or reservation has been revoked, repealed, superseded, or otherwise no longer of any effect or the Developer is unable to rely upon such certificate or reservation, if such a certificate or reservation is required for development of the Project on the Project Site, and the Developer cannot obtain a new or replacement certificate or reservation for the Project. (6) The City approves an amendment to the Plan, which is inconsistent with the Project being located on the Project Site. 28 4831-0614-7495v.1 147454/00112 (7) Utilities are not readily available at the boundaries of the Project Site at locations satisfactory to the Developer by the Closing Date. (c) In the event of a termination pursuant to Section 12.05(b), neither the Developer nor the Agency shall be obligated or liable one to the other in any way, financially or otherwise, for any claim or matter arising from or as a result of this Agreement or any actions taken by the Developer and the Agency, or any of them, hereunder or contemplated hereby, and each party shall be responsible for its own costs, excluding provisions of this Agreement which specifically survive the termination of this Agreement. (d) Notwithstanding anything to the contrary contained herein, in the event that any party shall have, but shall not exercise, the right hereunder to terminate this Agreement because of the non-satisfaction of any condition specified herein, and such condition is subsequently satisfied, then the non-satisfaction of such condition shall no longer be the basis for termination of this Agreement. 12.06. Termination Certificate. (a) In the event of a termination of this Agreement for any reason prior to the Expiration Date, each of the parties hereto do covenant and agree with each other to promptly execute a certificate prepared by the party electing to terminate this Agreement, which certificate shall expressly state that this Agreement has been terminated in accordance with its terms, is no longer of any force and effect except for those provisions hereof which expressly survive termination, that the rights, duties and obligations of the parties hereto have been terminated and released (subject to those surviving provisions hereof) and that the Project Site is no longer subject to any restrictions, limitations or encumbrances imposed by this Agreement. (b) The certificate described in subsection (a) shall be prepared in a form suitable for recording and promptly after execution by all of the parties hereto shall be recorded in the public records of Pinellas County, Florida. The cost of recording the termination certificate shall be paid by the terminating party. 12.07 Remedies. All remedies provided for herein and under Florida law shall be cumulative and shall survive the technical termination of this Agreement pursuant to execution, delivery and recordation of a Termination Certificate or otherwise hereunder. ARTICLE 13. UNAVOIDABLE DELAY. 13.01. Unavoidable Delay. (a) 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 paragraph (2) as an event of "Unavoidable Delay" shall be excused in the manner provided in this Section 13.01. (b) "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, discovery and remediation of previously unidentified environmental contamination discovered after the Closing Date, 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). (c) An application by any party hereto (referred to in this paragraph (c) and in paragraph (d) as the "Applicant") for an extension of time pursuant to subsection (a) 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 thirty (30) days following the occurrence of the event or condition causing the Unavoidable Delay or thirty (30) days following the Applicant becoming aware (or with the exercise of reasonable diligence should have become aware) of 29 4831-0614-7495v.1 147454/00112 such occurrence. (d) 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. ARTICLE 14. FIRE OR OTHER CASUALTY; CONDEMNATION. 14.01. Loss or Damage to Project. If economically reasonable as determined by Developer, the Developer covenants and agrees to diligently commence and complete the reconstruction or repair of any loss or damage caused by fire or other casualty or by eminent domain (provided the City or the Agency is not the condemning authority) to each and every part of the Project to substantially the same as existed prior to the occurrence of such loss or damage. Any reconstruction or repair of any loss or damage to the Project shall be to the standards, design, plans and specifications of the original construction unless any change therefrom is approved by the Agency. 14.02. Partial Loss or Damage to Project. Any loss or damage by fire or other casualty or exercise of eminent domain to the Project or Project Site, or any portion thereof, which does not render the Project or Project Site reasonably unusable for the use contemplated by this Agreement, shall not operate to terminate this Agreement or to relieve or discharge the Developer from the timely performance and fulfillment of the Developer's obligations pursuant to this Agreement, subject to an extension of time for an Unavoidable Delay. 14.03. Notice of Loss or Damage to Project. The Developer shall promptly give the Agency written notice of any significant damage or destruction to the Project stating the date on which such damage or destruction occurred, the expectations of the Developer as to the effect of such damage or destruction on the use of the Project, and the proposed schedule, if any, for repair or reconstruction of the Project. If the Developer determines the Project cannot be repaired or restored in an economically justifiable or other manner, then the Developer shall so notify the Agency and state reasons supporting its determination. 14.04. Subject to Financing. The Developer's obligations under this Article 14 are subject to the terms and conditions of the Construction Financing or any other mortgage financing in effect at the time any such obligations hereunder would otherwise be applicable. ARTICLE 15. MISCELLANEOUS. 15.01. Assignments. (a) (1) Prior to the earlier of the Termination Date or the Expiration Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Project, or any part thereof to any person with the prior written consent of the Agency, which shall not be unreasonably withheld, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the terms of this Agreement the same as the Developer for such part of the Project as is subject to such sale, conveyance, assignment or other disposition, except for the sale of a condominium in the ordinary course of business. (2) If the assignee of Developer's right, title, interest and obligations in and to the Project, or any part thereof, assumes all of Developer's obligations hereunder for the Project, or that part subject to such sale, conveyance, assignment or other disposition, then the Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the Agency agrees to execute an instrument evidencing such release, which shall be in recordable form. (b) An assignment of the Project, or any part thereof, by the Developer to any corporation, limited partnership, limited liability company, general partnership, or joint venture, in which the Developer is a general partner or has either the controlling interest or through a joint venture or other arrangement shares equal management rights with a financial institution and maintains such controlling interest or equal management rights for the term of this Agreement shall not be deemed an assignment or transfer subject to any restriction 30 4831-0614-7495v.1 147454/00112 on or approvals of assignments or transfers imposed by this Section 15.01, provided, however, that notice of such assignment shall be given by the Developer to the Agency no less than thirty (30) days prior to such assignment being effective and the assignee shall be bound by the terms of this Agreement to the same extent as would the Developer in the absence of such assignment. If the Developer shall at any time withdraw or be replaced as a general partner or no longer have the controlling interest or management rights as described in this subsection, then that event shall constitute an assignment of the Developer's right, title, interest or obligations under this Agreement for purposes of this Section 15.01 and the prior approval of the Agency shall be obtained before such an event shall be effective. 15.02. Successors and Assigns. The terms herein contained shall bind and inure to the benefit of the Agency, and its successors and assigns, and the Developer, and its successors and assigns, except as may otherwise be specifically provided herein. 15.03. Notices. (a) All notices, demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by overnight courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer: To the Agency: Equity, LLC Community Redevelopment Agency of the City 4107 W. Spruce St. of Clearwater Ste. 101 P.O. Box 4748 Tampa, FL 33607 Clearwater, Florida 33758 Attention: Bruce Heisler, Development Officer Attention: Executive Director with copies to: City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: City Attorney (b) Notices given by courier service or by hand delivery shall be effective upon deposit with the courier or delivery service. Notices given by overnight delivery company shall be deemed received on the first (1st) business day after deposit with the overnight delivery company. Notices given by mail shall be deemed received on the third (3rd) business day after mailing. Refusal by any person to accept delivery of any notice delivered to the office at the address indicated above (or as it may be changed) shall be deemed to have been an effective delivery as provided in this Section 15.03. The addresses to which notices are to be sent may be changed from time to time by written notice delivered to the other parties and such notices shall be effective upon receipt. Until notice of change of address is received as to any particular party hereto, all other parties may rely upon the last address given. 15.04. Severability. If any term, provision or condition contained this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 15.05. 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. 31 4831-0614-7495v.1 147454/00112 15.06. Venue; Submission to Jurisdiction. (a) 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. (b) 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. (c) 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 non-resident; 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 provided in Section 15.03. 15.07. Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement. The Developer and the Agency acknowledge, agree and represent that this Agreement, including, without limitation, any of the Exhibits, is not a development agreement as described in Sections 19-31, Chapter 86-191, Laws of Florida, codified as Sections 163.3220-163.3243, Florida Statutes. 15.08. Estoppel Certificates. The Developer and the Agency shall at any time and from time to time, upon not less than ten (10) days prior notice by another party hereto, execute, acknowledge and deliver to the other parties a statement in recordable form certifying that this Agreement has not been modified and is in full force and effect (or if there have been modifications that the said Agreement as modified is in full force and effect and setting forth a notation of such modifications), and that to the knowledge of such party, neither it nor any other party is then in default hereof (or if another party is then in default hereof, stating the nature and details of such default), it being intended that any such statement delivered pursuant to this Section 15.08 may be relied upon by any prospective purchaser, mortgagee, successor, assignee of any mortgage or assignee of the respective interest in the Project, if any, of any party made in accordance with the provisions of this Agreement. 15.09. Complete Agreement; Amendments. (a) This Agreement, and all the terms and provisions contained herein, including without limitation the Exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements whether written or oral, including the RFP and the Proposal. (b) Any provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. (c) This Agreement cannot be changed or revised except by written amendment signed by all parties hereto. 15.10. Captions. The article and section headings and captions of this Agreement and the table of contents preceding this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any article, section, subsection, paragraph or provision hereof. 15.11. Holidays. It is hereby agreed and declared that whenever a notice or performance under the terms of 32 4831-0614-7495v.1 147454/00112 this Agreement is to be made or given on a Saturday or Sunday or on a legal holiday observed in the City, it shall be postponed to the next following business day. 15.12. Exhibits. Each Exhibit referred to and attached to this Agreement is an essential part of this Agreement. The Exhibits and any amendments or revisions thereto, even if not physically attached hereto shall be treated as if they are part of this Agreement. 15.13. No Brokers. The Agency and the Developer hereby represent, agree and acknowledge that no real estate broker or other person is entitled to claim or to be paid a commission as a result of the execution and delivery of this Agreement, including any of the Exhibits, or any proposed improvement, use, disposition, lease, conveyance or acquisition of any or all of the Project Site, specifically including the conveyance of the Project Site by the Agency to the Developer. 15.14. Not an Agent. During the term of this Agreement, the Developer hereunder shall not be an agent of the City or the Agency, with respect to any and all services to be performed by the Developer (and any of its agents, assigns, or successors) with respect to the Project, and the Agency is not an agent of the Developer (and any of its agents, assigns, or successors). 15.15. Memorandum of Development Agreement. The Agency and the Developer agree to execute, in recordable form, on the Effective Date, the short form "Memorandum of Agreement for Development and Purchase and Sale of Property," the form of which is attached hereto as Exhibit "D," and agree, authorize and hereby direct such Memorandum to be recorded in the public records of Pinellas County, Florida, as soon as possible after execution thereof. The Agency shall pay the cost of such recording. 15.16. Public Purpose. The parties acknowledge and agree that this Agreement satisfies, fulfills and is pursuant to and for a public purpose and municipal purpose and is in the public interest, and is a proper exercise of the Agency's power and authority under the Act. 15.17. No General Obligation. In no event shall any obligation, express or implied, of the Agency under this Agreement be or constitute a general obligation or indebtedness of the City or the Agency, a pledge of the ad valorem taxing power of the City or the Agency or a general obligation or indebtedness of the City or the Agency within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. Neither the Developer nor any other party under or beneficiary of this Agreement shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the Agency or any other governmental entity or taxation in any form on any real or personal property to pay the City's or the Agency's obligations or undertakings hereunder. 15.18. Term; Expiration; Certificate. (a) If not earlier terminated as provided in Section 12.05, the term of this Agreement shall expire and this Agreement shall no longer be of any force and effect (except for those matters which specifically survive such expiration) on the tenth anniversary of the Effective Date. (b) Upon completion of the term of this Agreement, all parties hereto shall execute the Agreement Expiration Certificate. The Agreement Expiration Certificate shall constitute (and it shall be so provided in the certificate) a conclusive determination of satisfactory completion of all obligations hereunder and the expiration of this Agreement; provided, however, that the automatic termination as provided in Section 12.05 shall not be effected in the event that the Agreement Expiration Certificate is not executed and recorded. (c) The Agreement Expiration Certificate shall be in such form as will enable it to be recorded in the public records of Pinellas County, Florida. Following execution by all of the parties hereto, the Agreement Expiration Certificate shall promptly be recorded by the Developer in the public records of Pinellas County, Florida, and the Developer shall pay the cost of such recording. 15.19. Effective Date. Following execution of this Agreement (and such of the Exhibits as are contemplated to be executed simultaneously with this Agreement) by the authorized officers of the Agency and by authorized representatives of the Developer following approval hereof by the Agency and the Developer this Agreement 33 4831-0614-7495v.1 147454/00112 (and any executed Exhibits) shall be in full force and effect in accordance with its terms and upon the recording of the Memorandum of Agreement for Development and Purchase and Sale of Property as contemplated by Section 15.15 hereof. [SIGNATURE PAGES FOLLOW] 34 4831-0614-7495v.1 147454/00112 IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the ________day of _________, 2021. AGENCY COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: __________________________ Frank V. Hibbard Chairperson Approved as to form: Attest: ________________________ ______________________________ Michael P. Fuino Rosemarie Call Attorney for City Clerk Community Redevelopment Agency DEVELOPER Equity, Inc. a Florida corporation By: By: Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2021, by ______________________________, as of Equity Inc., a Florida corporation, on behalf of the company. He/She is personally known to me or who produced ___________________ as identification. _______________________________ Print/Type Name:_________________ Notary Public 35 4831-0614-7495v.1 147454/00112 EXHIBIT A [Project Site Description and Map] AND 36 4831-0614-7495v.1 147454/00112 EXHIBIT B [Proposed Site Plan] 37 4831-0614-7495v.1 147454/00112 EXHIBIT C SPECIAL WARRANTY DEED COMMUNITY REDEVELOPMENT AGENCY, also known as THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate of the State of Florida created pursuant to Part III, Ch. 163 Fla. Stat., whose address is P.O. Box 4748, Clearwater, Florida 33758, hereinafter called the GRANTOR, for and in consideration of Ten and 00/100 Dollars ($10.00), and other valuable consideration the receipt of which is hereby acknowledged, does bargain, sell, convey and grant unto : ________________, whose address is : ________________, hereinafter called The GRANTEE, the federal tax identification number of which is: ________________, its successors and assigns forever, the real property, situate, lying and being in Pinellas County, Florida, more particularly described in EXHIBIT “A” attached hereto. TAX PARCEL I.D. # _______________________. Subject to taxes for current year and to those matters listed in EXHIBIT “B” attached hereto. TO HAVE AND TO HOLD unto the said GRANTEE, its successors and assigns forever, and said GRANTOR warrants and shall defend the title against the lawful claims of all persons claiming by, through, or under it, but against none other. TOGETHER with all and singular the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. IN WITNESS WHEREOF, GRANTOR has caused these presents to be executed in its name by its Chairman this ________ day of _____________, 2021. [SIGNATURE PAGE FOLLOWS] C-1 38 4831-0614-7495v.1 147454/00112 COMMUNITY REDEVELOPMENT AGENCY ATTEST: OF THE CITY OF CLEARWATER __________________________ By: _____________________________ Executive Director Chairman WITNESSES (as to all signatures): _____________________________ Printed Name: _______________ _____________________________ Printed Name: _______________ STATE OF FLORIDA COUNTY OF PINELLAS The foregoing SPECIAL WARRANTY DEED was acknowledged before me this ______ day of ______________, 2021, by __________________, as Chairman, and __________________, as the Executive Director of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate, on behalf of said entity. Such persons are personally known to me or presented _________________________ as identification. ________________________________ Notary Public, State of Florida My Commission Expires: My Commission Number: C-2 39 4831-0614-7495v.1 147454/00112 EXHIBIT D MEMORANDUM OF AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY This Memorandum of Agreement for Development and Purchase and Sale of Property ("Memorandum") is made this ___ day of _______________, 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 (the "Agency"), whose address is P.O. Box 4748, Clearwater, Florida 33758, and EQUITY, INC., a Florida corporation (the “Developer”), whose address is 4107 W. Spruce Street, Ste. 101, Tampa, FL 33607. This Memorandum pertains to an Agreement for Development and Purchase and Sale of Property, by and between the Agency and the Developer, dated as of ______________________, 2021, (the "Development Agreement"), which provides, among other things, for the sale of property within a project site as described in Exhibit "A" attached hereto and made a part hereof for the development and construction of the Project, as same is defined in the Development Agreement. If not earlier terminated as provided for in the Development Agreement, the Development Agreement shall expire and shall no longer be of any force and effect (except for those matters which specifically survive such expiration) on the tenth anniversary of the Effective Date (as defined in the Development Agreement). The Development Agreement is incorporated herein and made a part hereof by reference as fully as though it were set forth herein in its entirety. It is the intention of the parties to hereby ratify, approve and confirm the Development Agreement as a matter of public notice and record. Nothing herein shall in any way affect or modify the Development Agreement, nor shall the provisions of this Memorandum be used to interpret the Development Agreement. In the event of conflict between the terms of this document and those contained in the Development Agreement, the terms in the Development Agreement shall control. A copy of the fully-executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at City Offices, 600 Cleveland St., Ste. 600, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the _______ day of _____________, 2021. [SIGNATURE PAGE FOLLOWS] D-1 40 4831-0614-7495v.1 147454/00112 COMMUNITY REDEVELOPMENT AGENCY ATTEST: OF THE CITY OF CLEARWATER __________________________ By: _____________________________ Executive Director Chairman STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ______ day of ______________, 2021, by FRANK V. HIBBARD, as Chairman of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate, on behalf of said entity. Such persons are personally known to me or presented _________________________ as identification. ________________________________ Notary Public, State of Florida My Commission Expires: My Commission Number: EQUITY, INC. a Florida corporation By: By: Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2021, by ______________________________, as of Equity, Inc., a Florida limited liability company, on behalf of the company. He/She is personally known to me or who produced ___________________ as identification. _______________________________ Print/Type Name:_________________ Notary Public D-2 41 4831-0614-7495v.1 147454/00112 EXHIBIT E AGREEMENT EXPIRATION CERTIFICATE This Agreement Expiration Certificate ("Certificate") is made this ___ day of _______________, ____, by and between the 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 EQUITY, INC., a Florida corporation (the “Developer”), whose address is 4107 W. Spruce Street, Ste. 101, Tampa, FL 33607. This Certificate pertains to an Agreement for Development and Purchase and Sale of Property, by and between the Agency and the Developer, dated as of ______________________, 2021, (the "Development Agreement"), which provides, among other things, for the sale of property within a project site as described in Exhibit "A" attached hereto and made a part hereof for the development and construction of the Project, as same is defined in the Development Agreement. The Development Agreement has expired in accordance with its own terms as of , 20 , and is no longer of any force or effect, and the Project site is no longer subject to any restriction, limitation, or encumbrance imposed by the Development Agreement. This Certificate has been executed by the parties to the Development Agreement as provided in Section 15.19 thereof and constitutes a conclusive determination of satisfactory completion of all obligations under such Agreement and that the Development Agreement has expired, except for those matters which survive as noted above. A copy of the fully-executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at City Offices, 600 Cleveland St., Ste. 600, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the ___ day of ____________, ____. [SIGNATURE PAGE FOLLOWS] E-1 42 4831-0614-7495v.1 147454/00112 COMMUNITY REDEVELOPMENT AGENCY ATTEST: OF THE CITY OF CLEARWATER __________________________ By: _____________________________ Executive Director Chairman STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ______ day of ______________, 2021, by __________________, as Chairman of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate, on behalf of said entity. Such persons are personally known to me or presented _________________________ as identification. ________________________________ Notary Public, State of Florida My Commission Expires: My Commission Number: EQUITY, INC. a Florida corporation By: By: Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2021, by ______________________________, as of Equity, Inc., a Florida corporation, on behalf of the company. He/She is personally known to me or who produced ___________________ as identification. _______________________________ Print/Type Name:_________________ Notary Public E-2 43 4831-0614-7495v.1 147454/00112 EXHIBIT F SURVEY REQUIREMENTS The Survey shall comply with the following requirements which may be in addition to the requirements of Florida Administrative Code, Rule No. 21HH-6. 1. Field Note Description. The Survey shall contain a certified metes and bounds description and shall comply with the following requirements: (i) The beginning point, which should be established by a monument located at the beginning point, or by reference to a nearby monument, shall be shown. (ii) The boundary of the Property shall be described by giving the distances and bearings of each. (iii) The distances, bearings, and angles shall be taken from a recent instrument survey, or recently recertified instrument survey, by a licensed Professional Engineer or Registered Surveyor. (iv) Curved sides shall be described by data including length of arc, central angle, radius of circle for the arc and chord distance, and bearing. (v) The legal description shall be a single perimeter description of the entire Property. (vi) The description shall include a reference to all streets, alleys, and other rights-of-way that abut the Property surveyed, and the width of all rights- of-way mentioned shall be given the first time these rights-of-way are referred to. (vii) If the Property surveyed has been recorded on a map or plat as part of an abstract or subdivision, reference to such recording data shall be made. 2. Lot and Block Description. If the Property is included within a properly established, recorded subdivision or addition, then a lot and block description will be an acceptable substitute for a metes and bounds description, provided that the lot and block description shall completely and properly identify the name or designation of the recorded subdivision or addition and give the recording information therefor. 3. Map or Plat. The Survey shall also contain a certified map or plat showing and identifying the following: (i) All of the distances, bearings, angles and curves used in the legal description. (ii) The relation of the point of beginning of said plot to the monument from which it is fixed. (iii) Any discrepancies between the map or plat and the description. (iv) All easements showing recording information therefor by volume and page. (v) The established building line, if any. F-1 44 4831-0614-7495v.1 147454/00112 (vi) All easements appurtenant to the Property. (vii) The boundary line of the street or streets abutting the Property, the width of said streets, and whether each street is dedicated or private. (viii) Ingress and egress to the Property by the name of street(s) or road(s) upon which the Property fronts, the same being a paved and dedicated public right-of-way; and the name of the governmental entity which maintains the same. (ix) Encroachments and the extent thereof in terms of distance upon the Property or any easement appurtenant thereto. 4. Improvements. The Survey shall also show all structures and improvements on the Property with horizontal lengths of all sides, and the distance from such structures and improvements to (a) all boundary lines of the Property, (b) easements, (c) established building lines, and (d) street lines. 5. Certification. The certification for the Property description and the map or plat should be addressed to Buyer, any lender involved in the transaction contemplated hereby, and to the interested title company, if required by the title company, signed by the surveyor, bearing current date, registration number, and sealed and returned to Buyer in order that it be received along with the seven (7) copies of the survey no later than twenty (20) days prior to Closing. The Survey shall contain the following certificate: F-2 1 4831-0614-7495v.1 147454/00112 SURVEYOR'S CERTIFICATE This survey is made for the benefit of ___________________________________ __________________________ and _________________________________. I hereby certify that this survey: (1) was made on the ground as per the field notes shown hereon, and correctly shows the boundary lines and dimensions, area of the Property indicated hereon and each individual parcel indicated hereon; (2) delineates all lot lines, shows the location and dimension of all buildings, structures, improvements, parking areas, and any other matters on the Property; (3) correctly shows the location and dimensions of all alleys, streets, roads, rights-of-way, easements, and other matters of record, or which are visible, of which the undersigned has been advised or as indicated in that certain Title Insurance Commitment issued by ______________________________________________________ as Commitment No. ______________, affecting the Property according to the legal description in such easements and other matters (with instrument, book, and page number indicated); and except as shown, there are no easements, rights-of-way, party walls, or conflicts, and there are no encroachments on adjoining premises, streets, or alleys by any of said buildings, structures, or other improvements, and there are no encroachments on the Property by buildings, structures, or other improvements situated on adjoining premises; and the distance of the nearest intersecting street and road is as shown hereon; (4) shows the means of access and location of all adjoining streets; and that ingress and egress to the Property is provided by [name(s) of street(s) or road(s)] upon which the Property fronts, the same being a paved and dedicated public right-of-way maintained by [governmental authority maintaining right-of-way]; (5) shows the zoning and land use designations of the Property; (6) shows the flood zone designation of the Property, and the community name and parcel number where the information was obtained; (7) shows the location of the coastal construction control line and seasonal high-water line, as defined in Florida Statutes §161.053 (1985), if applicable; and (8) shows the location of any wetlands by which the Department of Environmental Regulation of the State of Florida and/or the Army Corps of Engineers has or may exercise jurisdiction pursuant to the Warren S. Henderson Wetlands Protection Act of 1984, the Federal Water Pollution Control Act Amendments of 1972 and the Clean Water Act. I do further certify that: (1) the Property does not serve any adjoining property for drainage, ingress, and egress, or any other purpose; F-3 4831-0614-7495v.1 147454/00112 (2) the street address of the Property is: ___________________ _________________________________________; and (3) the Property and all improvements located thereon comply with all dimensional and other requirements of the applicable zoning district; and the use upon the Property is permitted by the zoning and land use designations; (4) the total square-foot area, or acreage to the nearest one one-thousandth (1/1000) of an acre, of the Property is: _________________________________________; and (5) that the survey represented hereon meets the requirements of the Florida Statutes §472.027 and the minimum requirements under Florida Administrative Code, Rule No. 21HH-6. _______________________________ By:____________________________ Registration No. ______________ (Affix Seal) F-4 4831-0614-7495v.1 147454/00112 EXHIBIT G COMPLETION CERTIFICATE This Completion Certificate ("Certificate") is made this ___ day of _______________, ____, by and between the 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 EQUITY, INC., a Florida corporation (the “Developer”), whose address is 4107 W. Spruce Street, Ste. 101, Tampa, FL 33607. This Certificate pertains to an Agreement for Development and Purchase and Sale of Property (“____________ Project”), by and between the Agency and the Developer, dated as of ___________________ _____, 2021 (the "Development Agreement"), which provides, among other things, for the development and construction of the ____________ Project, within a project site as described in Exhibit "A" attached hereto and made a part hereof, as same are defined in the Development Agreement. As provided in Article 7 of the Development Agreement, the construction and installation of the ______________ Project has been completed substantially in accordance with the requirements of the Development Agreement and such improvements are substantially complete. The parties hereto acknowledge and agree that such Project has been so completed and have executed this Certificate as conclusive determination of such completion and satisfaction of the Developer's obligation under the Development Agreement to construct and install such Project. A copy of the fully-executed Development Agreement is on file with the City Clerk, City of Clearwater, Florida, located at 600 Cleveland St., Ste. 600, Clearwater, Florida, which is available for review and copying by the public. A copy of the _______________ Project Plans and Specifications is on file with the City Engineer, City of Clearwater, Florida, located at Municipal Services Building, 100 S. Myrtle Avenue, Clearwater, Florida, which is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the ___ day of ____________, ____. [SIGNATURE PAGE FOLLOWS] G-1 4831-0614-7495v.1 147454/00112 AGENCY COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: __________________________ Amanda Thompson Chairperson Approved as to form: Attest: ________________________ ______________________________ Michael P. Fuino Rosemarie Call Attorney for City Clerk Community Redevelopment Agency EQUITY, INC. a Florida corporation By: By: Name: Its: STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2021, by ______________________________, as of Equity, Inc., a Florida corporation, on behalf of the company. He/She is personally known to me or who produced ___________________ as identification. _______________________________ Print/Type Name:_________________ Notary Public G-2 4831-0614-7495v.1 147454/00112 EXHIBIT H DEVELOPER’S PROPOSAL Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#21-9620 Agenda Date: 9/13/2021 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.2 SUBJECT/RECOMMENDATION: Approve the Fiscal Year 2021-2022 Community Redevelopment Agency Preliminary Budget, adopt CRA Resolution 21-02 and authorize the appropriate officials to execute same. SUMMARY: The purpose of this item is to adopt the Fiscal Year (FY) 2021-2022 Community Redevelopment Agency budget. The proposed budget provides funding to implement the 2018 Clearwater Downtown Redevelopment Plan and the adopted 2021-2022 strategy. CRA programs are focused on creating a positive narrative for downtown, increasing investor confidence and placemaking. CRA projects include the redevelopment of CRA owned sites into mixed income apartments, reducing ground floor commercial vacancy, the beautification of public space through park and streetscape improvements and supporting new community engagement programs. The highlights of the Fiscal Year (FY) 2021-2022 preliminary budget are as follows: 2021-2022 total Tax Increment Revenue is $5,149,633 which is an increase of $318,828 over the $4,830,805 Amended 2020-2021 revenue, reflecting an increase in taxable value of both the original CRA area and the expanded (Downtown Gateway) CRA. CRA funds are divided between Operating Expenditures and Project Funds. Operating Expenditures include the services, supplies and expenses that occur during the fiscal year and are primarily used for conducting the CRA’s day to day operations as well as consulting services that will begin and end within the fiscal year. Project Funds include Interlocal Agreements, Capital Improvements, and funding for established programs whose work extends beyond one fiscal year. Project Funds carry over from year to year. This year’s budget continues the use of project funds established in 2020 that distinguish between City and County TIF dollars. Operating Expenditures have increased by $108,691 from FY 20/21 to FY 21/22. This increase is to account for potential new temporary, part time, and/or full-time staff. Operating Expenditures also includes the pass-through revenues, $301,370, to the Downtown Development Board (DDB). Transfers Out designates the funding this fiscal year that will be allocated to various Project Funds. County TIF Funds, $2,233,848 for this fiscal year, are restricted to capital improvement projects, housing and land acquisition. The County TIF funds have been allocated to Economic Development ($335,020), Housing ($1,675,104) and Transportation ($223,724). The costs for Interlocal agreements with the City and Police Department are found in the General Fund and Community Policing lines for a total of $756,824. The remaining City TIF revenue has been Page 1 City of Clearwater Printed on 9/9/2021 File Number: ID#21-9620 allocated to Community Engagement ($500,000), Economic Development ($500,000), and Housing ($476,021). Page 2 City of Clearwater Printed on 9/9/2021 Resolution No. 21-02 RESOLUTION NO 21-02 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, ADOPTING THE CRA FY 2021/2022 ANNUAL OPERATING BUDGET; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Community Redevelopment Agency (CRA) annual budget requirements have been clarified and Section 189.418(3), of the Florida Statutes require that CRA’s adopt their annual budgets by resolution; now, therefore, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA: Section 1. Adopt the FY 2021/2022 CRA Operating Budget as outlined on Exhibit A. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 13th day of September 2021. ____________________________ Frank V. Hibbard Chairman Approved as to form: Attest: __________________________ _____________________________ Michael Fuino Rosemarie Call CRA Attorney City Clerk 2020-2021 2020-2021 2021-2022 Approved Amended Preliminary Budget Budget Budget Revenues & Transfers In Tax Increment Financing Revenues 338930 Pinellas County 2,079,624 2,077,454 2,233,848 381115 City of Clearwater 2,309,490 2,306,897 2,480,667 381116 Downtown Development Board 340,088 340,002 301,370 Total TIF Revenues 4,729,202 4,724,353 5,015,885 Other Revenues 361101 Interest Earnings 60,000 60,000 55,000 Transfers In 381782 DDB Administration 76,085 76,085 78,748 Total Revenues & Transfers In 4,865,287 4,860,438 5,149,633 Expenditures & Transfers Out Operating Expenditures 510100 Salaries and Benefits - - 115,000 530100 Professional Services 100,000 125,000 130,000 530300 Contractual Services 70,000 45,000 40,000 540300 Telephone Variable 3,310 3,310 - 540200 Postal Service 1,000 1,000 100 541000 City Internal Services - 31,770 541600 Building & Maintenance Variable 1,000 1,000 1,000 542500 Postage 200 200 200 543100 Advertising 20,000 20,000 20,000 543200 Other Promotional Activities 5,000 5,000 5,000 543400 Printing & Binding 5,000 2,237 5,000 544100 Equipment Rental 2,500 2,500 2,500 547100 Uniforms 500 500 500 547200 Employee Expense-Travel 3,000 1,000 3,000 547300 Milage Reimbursement 1,500 1,500 1,500 548000 Other Services 3,000 3,000 3,000 550100 Office Supplies 2,000 2,000 2,000 550400 Operating Supplies 500 500 500 557100 Memberships and Subscriptions 5,500 5,500 5,500 557300 Training and Reference 15,000 15,000 15,000 581000 Payments to Other Agencies-DDB 340,088 340,002 301,370 Total Operating Expenditures 579,098 574,249 682,940 Transfers Out 590200 General Fund- Administrative 470,000 470,000 504,274 590800 Community Policing (R2001)250,000 250,000 252,550 590800 Community Engagements (R2002)236,565 236,565 500,000 590800 Economic Development- City (R2003)- - 500,000 590800 Economic Development- County (R2004)500,000 500,000 335,020 590800 Infrastructure- City (R2005)250,000 250,000 - 590800 Infrastructure- County (R2006)500,000 500,000 - 590800 Transportation- City (R2007)- - - 590800 Transportation- County (R2008)79,624 79,624 223,724 590800 Housing- City (R2009)1,000,000 1,000,000 476,021 590800 Housing- County (R2010)1,000,000 1,000,000 1,675,104 Total Transfers Out 4,286,189 4,286,189 4,466,693 Total Expenditures & Transfers Out 4,865,287 4,860,438 5,149,633 Exhibit A Community Redevelopment Agency Preliminary Budget October 1, 2021- September 30, 2022 CAPITAL IMPROVEMENT PROGRAM 2022 THROUGH 2027 COMMUNITY REDEVELOPMENT AGENCY Project # / Project Name Funding Source 2021/22 2022/23 2023/24 2024/25 2025/26 2026/27 Total R2001 Community Policing City TIF 252,550 270,400 281,220 292,470 304,170 304,170 1,704,980 R2002 Community Engagement 500,000 391,255 401,423 411,838 422,508 422,508 2,549,532 R2003 Economic Development (City) 500,000 391,255 401,423 411,838 422,508 422,508 2,549,532 R2004 Economic Development (County) 335,020 661,882 681,738 702,191 732,256 732,256 3,845,343 R2005 Infrastructure (City) - 78,251 80,285 82,368 84,502 84,502 409,908 Projects that support the Community Redevelopment Agency (CRA)are funded by City and/or County Tax Increment Financing (TIF)revenues. These projects align with the County defined expenditure categories. City TIF This project provides City TIF funds used for non-governmental public facilities;redevelopment incentive grants,environmental remediation,commercial façade grants and land acquisition. County TIF This project provides County TIF funds restricted to capital improvements,land acquisition and expenses related to land acquisition and redevelopment improvements like façade grants. City TIF This project provides City TIF funds used for public parking facilities;major regional drainage improvements,planning/engineering/surveys and other professional services associated with an eligible capital project;resiliency/vulnerability adaption improvements.Funds can also be used for underground utility lines; neighborhood improvements (streets, sidewalk, streets, sidewalks, streetlights, parks, drainage); projects that can be funded through enterprise funds. This project provides funding for additional community policing with in the CRA district. City TIF This project provides funding for all placemaking events and programs throughout the Community Redevelopment Agency area.This includes art installations, marketing campaigns, special events, public meetings and resident and business outreach. 1 CAPITAL IMPROVEMENT PROGRAM 2022 THROUGH 2027 COMMUNITY REDEVELOPMENT AGENCY Project # / Project Name Funding Source 2021/22 2022/23 2023/24 2024/25 2025/26 2026/27 Total R2006 Infrastructure (County) - - R2007 Transportation (City) - 78,251 80,285 82,368 84,502 84,502 409,908 R2008 Transportation (County) 223,724 220,627 227,246 234,064 241,085 241,085 1,387,831 R2009 Housing (City) 476,021 626,007 642,277 658,940 676,013 676,013 3,755,271 R2010 Housing (County) 1,675,104 1,323,764 1,363,477 1,404,381 1,446,512 1,446,512 8,659,750 Total CRA Project Funding: 3,962,419 4,041,692 4,159,374 4,280,458 4,414,056 4,414,056 25,272,055 County TIF This project provides County TIF funds used for public parking facilities;major regional drainage improvements,planning/engineering/surveys and other professional services associated with an eligible capital project; resiliency/ vulnerability adaption improvements. City TIF This project provides City TIF funds used for trail improvements,streetscape improvements and mobility improvements.Funds can be used to provide transportation services. County TIF This project provides County TIF funds used on land acquisition and construction of affordable housing developments and affordable housing program efforts/relocation assistance. This project provides City TIF funds used on land acquisition and construction of affordable housing developments and affordable housing program efforts/relocation assistance. County TIF This project provides County TIF funds used for trail improvements, streetscape improvements and mobility improvements. City TIF 2 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#21-9621 Agenda Date: 9/13/2021 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.3 SUBJECT/RECOMMENDATION: Approve an Interlocal Agreement between the City of Clearwater and the Community Redevelopment Agency (CRA) to provide staffing and administrative services for the CRA, provided for the reimbursement of certain expenses by the CRA to the City, and authorize the appropriate officials to execute same. SUMMARY: The Clearwater Downtown Redevelopment Plan establishes that Tax Increment Funding (TIF) funds received by the CRA may be used for certain redevelopment activities. As per Section 163.387, Florida Statues allow that money in the redevelopment trust fund may be expended to support the activities of the Community Redevelopment Agency, including providing for staff. The CRA partners with the City to provide staffing and other administrative services (IT, Legal etc.) to implement the Downtown Redevelopment Plan. The CRA agrees to provide TIF funding in a total amount not to exceed $622,094 for this contract year. This amount includes $475,324 for existing staffing and $147,220 for other administrative services and potential temporary, part-time, and full-time staff. These amounts are subject to adjustment and approval in the CRA budget each year. The CRA will only pay the City for actual funds spent. Any unspent funds carry over to the next fiscal year and are reallocated as part of an amended budget request. Page 1 City of Clearwater Printed on 9/9/2021 INTERLOCAL AGREEMENT This Interlocal Agreement is made and entered into this ________ day of _____________, 2021 by and between the Community Redevelopment Agency of the City of Clearwater, Florida (CRA), a redevelopment agency established pursuant to law, and the City of Clearwater (CITY), a municipal corporation of the State of Florida. WHEREAS, this Agreement is made and entered between the parties pursuant to Section 163.01, Florida Statutes, the “Florida Interlocal Cooperation Act of 1969”; and WHEREAS, on May 16, 2016, the Community Redevelopment Agency approved the City Manager’s hiring of a CRA Director as a City employee; and WHEREAS, the City will provide additional staff to assist the CRA director, for which the CRA agrees to reimburse the City; and WHEREAS, Section 163.387, Florida Statutes, allows that moneys in the redevelopment trust fund may be expended from time to time for undertakings of a community redevelopment agency, including providing for staff, as described in the community redevelopment plan; and WHEREAS, the Clearwater Downtown Redevelopment Plan establishes that funds received by the CRA through the use of Tax Increment Financing (TIF) may be used for certain redevelopment activities; and WHEREAS, the CRA wishes to enter into an Interlocal Agreement with the City for the City to provide staff to the CRA and outlining the scope of services and responsibilities of the parties. NOW THEREFORE, in consideration of the covenants made by each party to the other and of the mutual advantages to be realized by the parties hereto, the CRA and the CITY agree as follows: Section 1. Term. This Interlocal Agreement will be effective starting October 1, 2021 and will remain in effect unless terminated by either one of the parties. Section 2. Intent. It is the intent of the parties that the TIF funds paid to the CITY by the CRA pursuant to Section 163.387(6)(c)1, Florida Statutes, be used to provide the following staff in support of the CRA: INTERLOCAL AGREEMENT TO PROVIDE STAFF, EQUIPMENT AND OFFICE SPACE TO CRA 2 A. Pay the salary and benefits for the CRA Director for the Fiscal Year 2021/2022. This amount may increase annually and is subject to approval in the CRA budget each year. B. Provide for the salary and benefits of additional full-time, part-time and temporary CRA staff that are subject to approval in the CRA budget each year. Section 3. Responsibilities of the CRA Function: Provide TIF funding in the total amount not to exceed $622,094 for the contract year, said funds to be utilized by the City will be allocated in the following manner: A. An amount not to exceed $475,324 to pay the salary and benefits for CRA staff B. $31,770 to pay for City Internal Services C. $115,000 for other administrative services and potential additional full- time, part-time and temporary CRA staff These amounts are subject to adjustment and approval in the CRA budget each year. Section 4. Responsibilities of the CITY Scope of Duties: The services that the CITY will provide will be carried out by the City Manager. These services are: A. Provide staffing, Information Technology services, telephone services, Legal services, City Clerk services and other general services and office space in for the CRA. Adopt operational policies necessary to support the work of the CRA. Section 5. Notice. Sixty (60) days notice by either party to the other pursuant to the Interlocal Agreement shall be given in writing and hand- delivered or mailed as follows: Clearwater Community Redevelopment Agency Attn: Amanda Thompson, Director PO BOX 4748 Clearwater, Florida 33758 INTERLOCAL AGREEMENT TO PROVIDE STAFF, EQUIPMENT AND OFFICE SPACE TO CRA 3 Telephone: (727) 562-4072 City of Clearwater Attn: City Manager PO BOX 4748 Clearwater, Florida 33758 Telephone: (727) 562-4046 Section 6. Entire Agreement. This document embodies the whole Agreement of the parties. There are no promises, terms, conditions or allegations other than those contained herein. This Agreement shall be binding on the parties, their successors, assigns and legal representatives. Section 7. Indemnification. The CRA and the CITY agree to be fully responsible for their own acts of negligence, or their respective agents’ acts of negligence when acting within the scope of their employment, and agree to be liable for any damages resulting from said negligence only to the extent permitted by Section 768.28, Florida Statutes. Nothing herein is intended to nor shall it be construed as a waiver of any immunity from or limitation from liability that the CRA and the CITY are entitled to under the doctrine of sovereign immunity (Section 768.28, Florida Statutes). Nothing herein shall be construed as consent by the CRA or the CITY to be sued by third parties in any manner arising out of this Agreement. Section 8. Filing Effective Date. As required by Section 163.01(11), Florida Statutes, the Interlocal Agreement shall be filed with the Clerk of the Circuit Court of Pinellas County after execution by the parties, and shall take effect upon the date of filing. IN WITNESS WHEREOF, the parties hereto, or their law representatives, have executed this agreement as the date first above written. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: _________________________ Frank V. Hibbard, Chairperson INTERLOCAL AGREEMENT TO PROVIDE STAFF, EQUIPMENT AND OFFICE SPACE TO CRA 4 Approved as to form: Attest: ____________________________ _______________________________ Michael Fuino Rosemarie Call CRA Attorney City Clerk Countersigned: CITY OF CLEARWATER, FLORIDA ___________________________ By:_________________________ Frank V. Hibbard Micah Maxwell Mayor Interim City Manager Approved as to form: Attest: ____________________________ _______________________________ Owen Kohler Rosemarie Call Assistant City Attorney City Clerk Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#21-9622 Agenda Date: 9/13/2021 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.4 SUBJECT/RECOMMENDATION: Amend the operating budget for the Community Redevelopment Agency (CRA) for fiscal year 2020-2021, approve budget amendments to the CRA Capital Improvement Projects and adopt CRA Resolution 21-01. SUMMARY: Revenue amendments in the operating budget reflect a net decrease of $4,849. This includes the following decreases to the budget in line with the revenues received to date: ·A decrease of $2,170 in County TIF revenues ·A decrease of $2,593 in City TIF revenues ·A decrease of $86 in DDB TIF revenues Expenditure amendments in the operating budget reflect a decrease of $4,849. This includes the following amendments: ·A decrease of $2,763 in Printing and Binding ·A decrease of $2,000 in Employee Expense-Travel ·A decrease of $86 in Payments to Other Agencies- DDB ·A transfer from Other Contractual Services to Professional Services in the amount of $25,000 to reflect actual expenditures to date. The proposed amendments to the CRA Capital Improvements Project reflect a net increase of $221,931.27. This includes the following amendments: ·An increase of $221,931.27 in TIF revenues for capital project R2003 - Economic Development - City, representing a transfer from the CRA operating fund for project activities including non-governmental public facilities, redevelopment incentive grants, environmental remediation, commercial façade grants, and land acquisition. Page 1 City of Clearwater Printed on 9/9/2021 FY 2020-21 Revenue/Third QuarterAdoptedExpendituresEncumbrancesProposed Amended Amend Budget To Date Amendments Budget Ref Revenues & Transfers InTax Increment Financing Revenues 338930 Pinellas County 2,079,624 2,077,454 (2,170) 2,077,454 1381115City of Clearwater 2,309,490 2,306,897 (2,593) 2,306,897 1381116Downtown Development Board 340,088 340,002 (86) 340,002 1 Total TIF Revenues 4,729,202 4,724,353 (4,849) 4,724,353 Other Revenues361101Interest Earnings 60,000 43,048 60,000 Transfers In 381782 DDB Administration 76,085 63,404 - 76,085 Total Revenues & Transfers In 4,865,287 4,830,805 (4,849) 4,860,438 Expenditures & Transfers OutOperating Expenditures 530100 Professional Services 100,000 108,840 21,390 25,000 125,000 3530300Other Contractual Services 70,000 30,000 (25,000) 45,000 3540700Postal Service 1,000 427 1,000 540300 Telephone Variable 3,310 1,693 3,310 541600 Building & Maintenance Variable 1,000 1,000 542500 Postage 200 7 200 543100 Advertising 20,000 17,039 1,500 20,000 543200 Other Promotional Activities 5,000 2,580 5,000 543400 Printing & Binding 5,000 418 (2,763) 2,237 2544100Equipment Rental 2,500 1,375 2,500 547100 Uniforms 500 - 500 547200 Employee Expense-Travel 3,000 - (2,000) 1,000 2 547300 Mileage Reimbursement 1,500 - 1,500 548000 Other Services 3,000 - 3,000 550100 Office Supplies 2,000 863 2,000 550400 Operating Expense 500 80 500 557100 Memberships and Subscriptions 5,500 4,464 5,500 557200 Official Recognition - 90 - 557300 Training & Reference 15,000 - 15,000 581000 Payments to Other Agencies-DDB 340,088 340,002 57,143 (86) 340,002 2Total Operating Expenditures 579,098 507,878 80,033 (4,849) 574,249 Transfers Out590200General Fund- Administrative 470,000 390,808 470,000 590800 Community Policing (R2001)250,000 250,000 250,000 590800 Community Engagement (R2002)236,565 236,565 236,565 590800 Economic Development-City (R2003)- - 590800 Economic Development-County (R2004)500,000 500,000 500,000 590800 Infrastructure-City (R2005)250,000 250,000 250,000 590800 Infrastructure-County (R2006)500,000 500,000 500,000 590800 Transportation-City (R2007)- - 590800 Transportation-County (R2008)79,624 79,624 79,624 590800 Housing- City (R2009)1,000,000 1,000,000 1,000,000 590800 Housing- County (2010)1,000,000 1,000,000 1,000,000 Total Transfers Out 4,286,189 4,206,997 - - 4,286,189 Total Expenditures & Transfers Out 4,865,287 4,714,875 80,033 (4,849) 4,860,438 Excess of Revenues & Transfers In Over Expenditures & Transfers Out - 115,930 - - Budget Amendments to Operating Budget 1 2 3 To adjust the budget to reflect actual expenditures to date. Community Redevelopment Agency Third Quarter Review To adjust budgeted revenue to actual TIF receipts, and adjust the related payment to the DDB to match actual receipts. To reduce expenditures in line with adjustments to revenues. EXHIBIT A Project Amendments Third QtrProjectBudgetProposed Amended Project Open Available Amend #Description 10/1/2020 Amendments Budget To Date Encumbr Balance Status Ref R2001 Community Policing 250,000.00 250,000.00 210,268.12 39,731.88 R2002 Community Engagement 1,151,551.17 1,151,551.17 234,939.58 61,722.28 854,889.31 R2003 Economic Development- City 1,996,578.39 221,931.27 2,218,509.66 100,495.75 695,475.00 1,422,538.91 1R2004Economic Development- County 1,188,241.85 1,188,241.85 558,497.41 39,740.00 590,004.44 R2005 Infrastructure- City 351,664.32 351,664.32 9,069.00 342,595.32 R2006 Infrastructure- County 1,000,000.00 1,000,000.00 500,000.00 - 500,000.00 R2007 Transportation-City 97,629.00 97,629.00 - - 97,629.00 R2008 Transportation- County 231,995.00 231,995.00 - - 231,995.00 R2009 Housing- City 1,000,000.00 1,000,000.00 - - 1,000,000.00 R2010 Housing- County 3,201,077.99 3,201,077.99 - - 3,201,077.99 Total $10,468,737.72 $221,931.27 $10,690,668.99 $1,613,269.86 $796,937.28 $8,280,461.85 Budget Amendments to Projects 1 Community Redevelopment AgencyCRA Capital Improvement Project Fund Third Quarter ReviewFor the Ten Month Period of October 1, 2019 - July 31, 2020 To increase the budget by $221,931.27 in TIF revenues transferred from the operating fund. This will bring the budget in line with revenues received. Actual Expenditures RESOLUTION NO 21-01 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, ADOPTING THE CRA FY2020/21 AMENDMENTS TO ANNUAL OPERATING BUDGET; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Community Redevelopment Agency (CRA) annual budget requirements have been clarified and Section 189.418(3), of the Florida Statutes require that CRA’s adopt their annual budgets by resolution; now, therefore, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA: Section 1. Adopt the FY2020/21 AMENDMENTS TO CRA Operating Budget as outlined on Exhibit A. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 13th day of September 2021. ____________________________ Frank V. Hibbard Chairman Approved as to form: Attest: __________________________ _____________________________ Michael Fuino Rosemarie Call CRA Attorney City Clerk