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TENANT IMPROVEMENT GRANT AGREEMENTTENANT IMPROVEMENT GRANT AGREEMENT This Tenant Improvement Grant Agreement ("Agreement") is made as of September Cq , 2022 ("the Effective Date"), 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 SPORTS FACILITIES COMPANIES, LLC, a Delaware limited liability company ("Company"). WITNESSETH: WHEREAS, the Agency was created to implement the community redevelopment activities in the Florida Community Redevelopment Act of 1969 ("the Act") codified at Chapter 163, Part III, Florida Statutes; and WHEREAS, § 163.387(6)(c)4, Florida Statutes provides that the budget of a community redevelopment agency may provide for clearance and preparation of any redevelopment area for redevelopment; and WHEREAS, § 163.387(6)(c)9, Florida Statutes provides that the budget of a community redevelopment agency may provide for payment undertakings described in a redevelopment plan and for expenses that are necessary to exercise the powers granted to a community redevelopment agency under § 163.370, Fla. Stat.; and WHEREAS, § 163.370(2)(a), Florida Statutes provides that one such power is the ability to make and execute contracts and other instruments necessary or convenient to the exercise of a community redevelopment agency's exercise of its power under the Act; and WHEREAS, another such power is found in § 163.370(2)(c), Florida Statutes which provides that a community redevelopment agency may undertake and carry out community redevelopment and related activities within the community redevelopment area; and WHEREAS, Objective 1D of the Clearwater Downtown Redevelopment Plan ("the Plan") states a variety of office -intensive businesses including finance and insurance, IT/Software, professional services, data management, analytics and services, and medical to relocate and expand in Downtown to provide a stable employment center should be encouraged; and WHEREAS, Policy 8 of the Plan provides that the Agency will develop property owner incentives for building improvements to support intensive office uses including IT/software, finance and insurance, professional and data management, analytics and services; and WHEREAS, the Plan also states that the City of Clearwater ("the City") will use all economic development and Agency tools and incentives available to revitalize the Downtown; and [GM22-9311-064/293991 /1 ] WHEREAS, the Company and the Company's affiliated entities' are a sports facilities consulting organization and the Company intends to lease certain real property ("the Property") in the Downtown for commercial and intensive office use; and WHEREAS, the Company submitted a Data Form to the City of Clearwater Economic Development and Housing Department ("the Department") that an incentive is necessary to secure the Company's, and the Company's affiliated entities', continued and expanded operations in the Downtown ("the Project"); and WHEREAS, the Department evaluated the information received from the Company, established the basis for consideration of incentives, attached herein as Exhibit A, and performed an analysis of economic impact utilizing Impact DashBoard, a tool provided by Impact DataSource, a firm specializing in economic and fiscal impact analyses; and WHEREAS, the Impact Report, attached herein as Exhibit B, indicates that retention and expansion of the Company in the Downtown will provide certain benefits to the Downtown which is consistent with certain policies, goals, and objectives of the Plan; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: I. GENERAL 1. Recitals. The foregoing recitals are true and correct and are incorporated in and form a part of this Agreement. 2. Intent; Purpose of Agreement. The purpose of this Agreement is to further the implementation of the Plan by providing for the development, construction, and continued and expanded operation of the Project in substantial compliance with the Data Form, all to enhance the quality of life, add new employees to the Downtown, and improve the aesthetic and useful enjoyment of the Downtown through the eradication of conditions of blight, all in accordance with and in furtherance of the Plan and as authorized by and in accordance with the Act. II. COMPANY RESPONSIBILITIES 1. Development of the Prosect. The Company shall make certain improvements to the Property and obtain a final certificate of occupancy or a final certificate of completion from the City within 18 months of the Effective Date. 2. Occupancy of the Property. Once the Project is complete and either a final certificate of occupancy or a final certificate of completion has been issued, the Company shall ensure that it or its related parties occupies the Property as a business type described by North American Industrial Classification System ("NAICS") Code 551114 [GM22-9311-064/293991 /1 ] which includes Corporate, Subsidiary, and Regional Managing Offices for a period of 10 years from the Effective Date of this Agreement. III. AGENCY RESPONSIBILITIES 1. Grant Funding. The Agency shall reimburse the Company for 100% of the Project's costs of tenant improvements, up to a maximum of $100,000.00 ("reimbursement funds"), payable Net 30 upon receipt of a final certificate of occupancy or a final certificate of completion and evidence that the Company has actually incurred these Project costs to the satisfaction of the Agency's Executive Director. Tenant improvements shall include only such improvements that are permanently affixed to the Property to improve or customize commercial office space of the Property for the needs of the Company and include the following: • ADA requirements • Window/Doors • Interior Water Fountains • Florida Fire Protection Code Requirements • Mechanicals and HVAC systems • Plumbing and electrical • Room and space reconfiguration including wall relocations • Energy efficiency improvements • Windows and Doors (Interior or Exterior) • Signage New Signage Only that meet city department requirements • Painting (including murals) The Agency's Executive Director retains sole discretion to determine whether any tenant improvements which the Company seeks reimbursement for actually meet the requirements of this Section 111(1). If the Executive Director determines that any tenant improvement the Company seeks reimbursement for does not meet the requirements of this Section 111(1) then the parties agree that the Executive Director's decision is final and that the Company shall have no recourse against the Agency. 2. Exhaustion Tenant Improvement Allowance from Lessor; condition precedent. It is anticipated that the lease between the Company and its Lessor will contain a provision allowing the Company a certain amount for tenant improvements ("Tenant Improvement Allowance"). Reimbursement of the grant funding described in Section 111(1) of this Agreement is contingent on the Company's exhaustion of any Tenant Improvement Allowance. The Company agrees that before the Agency is required to disburse any grant funding described in Section 111(1), the Company must present evidence of any Tenant Improvement Allowance disbursement and exhaustion to the satisfaction of the Agency's Executive Director. 1GM22-9311-064/293991 /1 ] IV. COMPANY DEFAULT 1. Failure to Obtain Final Certificate of Occupancy or Final Certificate of Completion. If the Company fails to obtain a final certificate of occupancy or a final certificate of completion from the City within 18 months of the Effective Date, then the Company will be in default under this Agreement. If the event of default is the Company's failure to obtain a final certificate of occupancy or a final certificate of completion from the City within 18 months, then the parties agree that this Agreement shall be null and void, and that the Agency will have no further responsibility to the Company, including the responsibility to tender the reimbursement funds to the Company. 2. Failure to Occupy the Property. If the Company fails occupy the Property as a headquarters operation for its sports facilities management, advisory, and related services for a minimum of ten (10) years following the Effective Date, then the Company will be in default under this Agreement. 3. Failure to Create Net New Jobs. If the Company and its affiliated entities fail to create 50 net new jobs domiciled at the Company address above for purposes of conducting business commensurate with the operations of a Headquarters within the time period and at an average annual wage as described in Exhibit C, then the Company will be in default of this Agreement. It is the intent of the parties to be bound by the terms of Exhibit C. 4. Other Events of Default. In addition to the foregoing, the occurrence of any one or more of the following after the Effective Date shall also constitute an event of default by the Company: A. The Company 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 Company or any material part of such entity's properties; or B. Within 60 days after the commencement of any proceeding by or against the Company seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed or otherwise terminated, or if, within 60 days after the appointment without the consent or acquiescence of the Company of any trustee, receiver [GM22-9311-064/293991 /1 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. 5. Agency Remedy Upon Certain Company Default. If the event of default is one of the events listed in Sections IV(2), IV(3), or IV(4), then the parties agree that: a) this Agreement shall be null and void; b) that the Agency will have no further responsibility to the Company, including the responsibility to tender any remaining reimbursement funds to the Company; and c) that if the Agency has tendered reimbursement funds to the Company, then the Agency shall be entitled to return of all reimbursement funds on a pro rata basis of $10,000.00 per annum or part thereof plus default interest at a rate of 10% starting from the date of default. 6. Notice of Default and Opportunity to Cure. The Agency shall provide written notice of any default under this Agreement and provide the Company 30 days from the date the notice is sent to cure the default. This notice will be deemed sent when sent by first class mail to the Company's notice address or when delivered to the Company if sent by a different means. V. MISCELLANEOUS 1. Notices. All notices, demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent to the office for each party indicated below and addressed as follows: To the Company: Sports Facilities Companies, LLC 600 Cleveland Street, Suite 910 Clearwater, Florida 33755 Attention: Jason Clement, CEO To the Agency: Community Redevelopment Agency of the City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: Executive Director with copies to: City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: City Attomey 2. Unavoidable Delay. Any delay in performance of or inability to perform any obligation under this Agreement (other than an obligation to pay money) due to any event or condition described in this Section as an event of "Unavoidable Delay" shall be excused in the manner provided in this Section. "Unavoidable Delay" means any of the following events or conditions or any combination thereof: acts of God, acts of the public enemy, riot, insurrection, war, pestilence, archaeological excavations required by law, unavailability of materials after [GM22-9311-064/293991 /1 ] timely ordering of same, building moratoria, epidemics, quarantine restrictions, freight embargoes, fire, lightning, hurricanes, earthquakes, tornadoes, floods, extremely abnormal and excessively inclement weather (as indicated by the records of the local weather bureau for a five year period preceding the Effective Date), strikes or labor disturbances, delays due to proceedings under Chapters 73 and 74, Florida Statutes, restoration in connection with any of the foregoing or any other cause beyond the reasonable control of the party performing the obligation in question, including, without limitation, such causes as may arise from the act of the other party to this Agreement, or acts of any governmental authority (except that acts of the Agency shall not constitute an Unavoidable Delay with respect to performance by the Agency). An application by any party hereto for an extension of time pursuant to this Section must be in writing, must set forth in detail the reasons and causes of delay, and must be filed with the other party to this Agreement within 30 days following the occurrence of the event or condition causing the Unavoidable Delay or 30 days following the party becoming aware (or with the exercise of reasonable diligence should have become aware) of such occurrence. The party shall be entitled to an extension of time for an Unavoidable Delay only for the number of days of delay due solely to the occurrence of the event or condition causing such Unavoidable Delay and only to the extent that any such occurrence actually delays that party from proceeding with its rights, duties and obligations under this Agreement affected by such occurrence. In the event the party is the Company then the Agency's Executive Director is authorized to grant an extension of time for an Unavoidable Delay for a period of up to 6 months. Any further requests for extensions of time from the Company must be approved by the Agency's trustees. 3. Indemnification. The Company agrees to assume all risks of inherent in this Agreement and all liability therefore, and shall defend, indemnify, and hold harmless the Agency and the City, and the Agency's and the City's 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, the City, or the Agency's or the City'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 Company's activities or those of any approved or unapproved invitee, contractor, subcontractor, or other person approved, authorized, or permitted by the Company whether or not based on negligence. Nothing herein shall be construed as consent by the Agency or the City 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. 4. Assignability; Complete Agreement. This Agreement is non -assignable by either party and constitutes the entire Agreement between the Company and the Agency and all prior or contemporaneous oral and written agreements or representations of any [GM22-9311-064/293991 /1 nature with reference to the subject of the agreement are canceled and superseded by the provisions of this agreement. 5. 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 Company, and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by the Agency or the Company, but by all equally. 6. Severability. Should any section or part of any section of this Agreement be rendered void, invalid, or unenforceable by any court of law, for any reason, such a determination shall not render void, invalid, or unenforceable any other section or any part of any section in this Agreement. 7. Amendments. This Agreement cannot be changed or revised except by written amendment signed by all parties hereto. 8. Jurisdiction and Venue. For purposes of any suit, action or other proceeding arising out of or relating to this Agreement, the parties hereto do acknowledge, consent and agree that venue thereof is Pinellas County, Florida. Each party to this Agreement hereby submits to the jurisdiction of the State of Florida, Pinellas County and the courts thereof and to the jurisdiction of the United States District Court for the Middle District of Florida, for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement and hereby agrees not to assert by way of a motion as a defense or otherwise that such action is brought in an inconvenient forum or that the venue of such action is improper or that the subject matter thereof may not be enforced in or by such courts. If, at any time during the term of this Agreement, the Company 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 Company hereby designates the Secretary of State, State of Florida, its agent for the service of process in any court action between it and the Agency arising out of or relating to this Agreement and such service shall be made as provided by the laws of the State of Florida for service upon a nonresident; provided, however, that at the time of service on the Florida Secretary of State, a copy of such service shall be delivered to the Company at the address for notices as provided in Section 10. 9. Termination. If not earlier terminated as provided in this Agreement, the term of this Agreement shall expire and this Agreement shall no longer be of any force and effect on tenth anniversary of the Effective Date. [GM22-9311 -064/293991/1] COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: E63, Jon Jennings Interim Executive Director Approved as to form: Attest: �/,4-014-Qhlc., 0 Michael . Fuino Rosemarie CaII City Clerk CRA Attorney COMPANY: By: Its: Sports Facilities Companies, LLC. • n Clement nager and CEO STATE OF FLORIDA ] COUNTY OF PINELLAS ] The foregoing instrument was acknowledged before me this -day o 2022 by Jason Clement who is personally known to me. My Commission expires: Notary Public [GM22-9311-064/293991 /11 „y. STEPHANIE SCALOS • ' \ Notary Public - State of Florida 'p” 41 Commission # GG 958272 1` or $1.7.7, My Comm. Expires Feb 13, 2024 4 Bonded through National Notary Assn. tXHllill A FACT SHEET cLARwATEf2 SPORTS FACILITIES COMPANIES - 2022 EXPANSION PROJECT INFO NAICS SPACE FACILITY LEASE TERM BEGIN RENOVATIONS BEGIN OPERATIONS 551114 Corporate, Subsidiary, and Regional Managing Offices 13,187 SF Office Lease space with renovations 10 September 15, 2022 Already have local operations EMPLOYMENT CAPITAL INVESTMENT 50 New Jobs 60 Retained Jobs $900,000 $825,000 Buildings & Improvements $75,000 Furniture, Fixtures, & Equipment PAYROLL $86,100 0 New Avg Annual Salary $83,600 Avg Annual Salary for Retained DESCRIPTION $10.3M* Total Annual Payroll $4.8M New Annual Payroll $5.4M Retained Annual Payroll Proposed project is expansion of headquarters operation: Company currently employs 60 at its Clearwater location, anticipates adding 10 new jobs per year for 5 years and thus will lease additional square feet to accommodate such expansion. Company has stated they are evaluating site locations outside of downtown area including locations in other municipalities and Hillsborough County. COMMUNITY FIT Proposed project is located within the Downtown Core Character District. Proposed use of CRA funds is consistent with Goals & Objectives of Clearwater Downtown Redevelopment Plan (hereafter, "Plan"). Specifically, 1. People Goal: Objective 1D and Policy 8 which state, in part, "Encourage a variety of office -intensive businesses ..." and, "The CRA will develop property owner incentives for building improvements to support intensive office uses ..." The Plan also provides the following considerations for use of TIF funds for incentives: 1) Is the proposed incentive compliant with federal, state and local laws? 2) Is the proposed incentive aligned with the Vision and Goals of the 2018 Downtown Redevelopment Plan? 3) Has the private sector attempted to implement this project without an incentive? 4) What is the expected return on investment from a financial and public benefit perspective? 5) Does the site/building under consideration have adequate access to the required public infrastructure and/or public utilities to support the proposed use? For each of these questions, the answer is, "yes". RECOMMENDATIONS Economic Development staff has conducted due diligence and has determined there is adequate evidence of risk of Toss of the the company to a competing municipality or county. Economic, fiscal and incentive analysis shows reasonable rate of return and payback period for incentives and limited risk during the 10 -year compliance period. BUSINESS RETENTION & EXPANSION Project Type OTHER - HEADQUARTERS Industry 600 Cleveland St View larger map emporarity closed fRFuu :AZA_' Deland St. Charlie ter, FL 33755 & i( NatureM's ADDRESS 600 Cleveland St, Clearwater, FL 33755, USA COMPANY INFO Company Name Year Established State of Formation Business Structure Ownership a map error Sports Facilities Companies LLC 2021 Delaware LLC Private CURRENT OPERATIONS NAICS Space Facility Market Value of Property COMPANY NOTES 551114 7,578 SF Lease $187,588 From the company's website: "Since 2003, the Sports Facilities Companies, comprised of Sports Facilities Advisory, Sports Facilities Management, and Sports Facilities Development, have become the trusted resource for communities who want to plan, fund, develop, or operate sports, recreation, entertainment and fitness centers. In this time, we've guided projects in over 2,000 communities nationwide and overseen $10 billion in developed projects. Through our managed venues in the SF Network, we host more than 25 million visits annually and drive $200 million in overnight hotel stays annually." The Sports Facilities Companies is a Top Workplace USA 2022 winner, Lj1A 11L1 .1. IMPACT REPORT - CURRENT & EXPANSION CLEARWATER SPORTS FACILITIES COMPANIES - Owrxrwmvammz ew IR 2022 EXPANSION Tenant Improvement Grant - FINAL BENEFITS $1,840,320 $200.0k $150.0k $100.0k $50.Ok $0.0 ($50.Ok) ($100.0k) ($150.0k) COSTS NET BENEFITS ($1,542,320) $298,000 1 2 3 4 5 6 7 8 9 10 NET BENEFITS City of Clearwater DD $298,000 $298,000 JOBS 227.3 Total ••• rale 110.0 Direct 117.3 Spin-off 50.0 New Jobs © $86,100 60.0 Retained Jobs © $83,600 110.0 Direct Jobs @ $83,957 SALARIES ©$60,007 Avg $83,957 Direct $37,556 Spin-off CAPITAL INVEST. Total Present Value BENEFITS $224,402 $224,402 Sales Taxes $20,078 $20,078 Real Property Taxes $62,557 $62,557 FF&E Property Taxes $15,899 $15,899 Other Benefits $1,741,786 $1,741,786 Benefits Subtotal COSTS $1,840,320 $1,840,320 Cost of Government Services Other Costs ($629,078) ($629,078) ($913,242) ($913,242) Costs Subtotal NON -TAX INCENTIVES ($1,54Z320) ($1,542,320) Non -Tax Incentive Payback Period $100,000 $100,000 4.2 Years 4.2 Years $900,000 Buildings + FF&E 0 DASHBOARD IMPACT Non -Tax Incentive Per New Job $aoo.ok 29.8% Rate of Return 111 Incentive Cumulative Net Benefits Payback Period 0 DASHBOARD I M PACT EXHIBIT C Net New Job Creation & Annual Average Wage Schedule Company will create at least 10 net new jobs by the 365th day of Year 1 with an average annual wage of no less than $62,664. Company may create more net new jobs than is required but must create at least 20 net new jobs by the 365th day of Year 2 with an annual average wage of no less than $62,664 for all net new jobs created. Years 3 through 5 have the same cumulative requirements as set forth in Years 1 and 2. 365th Day of Year Cumulative Net New Jobs Created Minimum Average Annual Wage 1 10 $62,664 2 20 $62,664 3 30 $62,664 4 40 $62,664 5 50 $62,664 6 0 N/A 7 0 N/A 8 0 N/A 9 0 N/A 10 0 N/A Community Redevelopment Agency may designate to Director of Economic Development and Housing Department or his/her designee a review of Company personnel and payroll records at a mutually convenient time and place. Such records will not be removed from Company premises nor will copies of such records be made. Designated City or Agency personnel must declare by written memo, for Agency Executive Director's review and recordkeeping, Company has not defaulted on its Net New Job Creation & Annual Average Wage requirements as described herein.