BUSINESS RENOVATION GRANT AGREEMENTBUSINESS RENOVATION GRANT AGREEMENT
This Business Renovation Grant Agreement (this "Agreement") is made as of
September 26, 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 (the "Agency"), and P.J.'S AUTO WORLD, INC a Florida For -Profit Company (the
"Applicant ")(collectively the "Parties").
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, Florida Statutes; 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 1E of the Clearwater Downtown Redevelopment Plan (the
"Plan") provides that Cleveland Street is Downtown Clearwater's (the "Downtown's") main
street and valued for its historic character and pedestrian scale; and
WHEREAS, Objective 4D of the Plan provides that the Agency will encourage
renovation, restoration, and reuse of existing historic structures to maintain the character of
the Downtown's neighborhood; and
WHEREAS, on August 15, 2022, the Agency implemented the Business Renovation
Grant Program (the "Program") with the goals of improving the condition and appearance
of commercial buildings, increasing the number of commercial properties that can attract
and accommodate tenants in the Downtown, and increase commercial occupancy rates
and property values which will attract new businesses to the Downtown; and
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WHEREAS, the Plan also states that the City of Clearwater ("the City") will use all
Agency tools and incentives available to revitalize the Downtown; and
WHEREAS, the Applicant intends to lease certain real property ("the Property") in
the Downtown for commercial use; and
WHEREAS, on September 19, 2022, the Agency received an application from the
Applicant (the "Application"), a true and correct copy of which is attached to this Agreement
as Exhibit "A", requesting financial assistance under the Program to renovate the property
located at 1370 Cleveland St, FL 33756 (the "Property"), which includes the installation of a
new roof ("the Project"); and
WHEREAS, the Applicant has represented that the total cost of the Project is ninety-
nine thousand five hundred and sixty-five dollars ($99,565); and
WHEREAS, the Agency finds that providing financial assistance for redevelopment
of blighted real property is a permissible expenditure under the Agency's approved budget
and the Act; and
WHEREAS, the Agency finds that the Property currently sits in a blighted state of
existence; and
WHEREAS, the Agency finds that the Project comports with and furthers the goals,
objectives, and policies 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 Application, 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.
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II. APPLICANT RESPONSIBILITIES
1. Development of the Project. The Applicant shall redevelop the Property in
substantial compliance with the Project and the Application and obtain a final certificate
of occupancy or a final certificate of completion from the City within twelve (12) months
of the Effective Date.
III. AGENCY RESPONSIBILITIES
1. Grant Funding. The Agency shall reimburse the Applicant for fifty percent (50%)
of the Project's cost over forty nine thousand and ninety nine dollars ($49,999) and a
certain percentage of the costs of tenant improvements, up to a maximum of sixty - four
thousand seven hundred and eighty one dollars ($64,781) ("reimbursement funds") as
provided under the Program, payable within thirty (30) days of the Applicant's receipt of
a final certificate of occupancy or a final certificate of completion and evidence that the
Applicant has actually incurred these Project costs to the satisfaction of the Agency's
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 Applicant and shall include the following:
• ADA requirements
• Window/Doors
• Interior Water Fountains
• Florida Fire Protection Code Requirements
• Mechanicals and HVAC systems
• Plumbing and electrical, including utility connections and upgrades
• Structure stabilization (repair and replacement of foundations, footers, load
bearing walls, roofing systems)
• Room and space reconfiguration including wall relocations
• Energy efficiency improvements
• Windows and Doors (Interior or Exterior)
• Outdoor hardscape improvements and lighting
• Signage- New Signage Only that meet city department requirements
• Painting (including murals)
• General exterior surface repairs, new roof, or roof repairs
• Siding Materials
• Minor site improvements
The Agency's Director retains sole discretion to determine whether any tenant
improvements which the Applicant seeks reimbursement for actually meet the
requirements of this Section 111(1). If the Director determines that any tenant improvement
the Applicant seeks reimbursement for does not meet the requirements of this Section
111(1) then the Parties agree that the Director's decision is final, the Agency shall not owe
any monies to the Applicant for the requested reimbursement, and the Applicant shall
have no recourse against the Agency.
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IV. APPLICANT DEFAULT
1. Failure to Obtain Final Certificate of Occupancy or Final Certificate of Completion.
If the Applicant fails to obtain a final certificate of occupancy or a final certificate of
completion from the City within twelve (12) months of the Effective date, then the Parties
agree that the Applicant shall be in default under this Agreement, this Agreement shall
immediately become null and void, and the Agency will have no further responsibility to
the Applicant , including but not limited to the responsibility to tender the reimbursement
funds to the Applicant.
2. Other Events of Default. In addition to the foregoing events of default, the
occurrence of any one or more of the following events after the Effective Date shall also
constitute an event of default by the Company:
A. The Applicant shall make a general assignment for the benefit of its creditors,
or shall admit in writing its inability to pay its debts as they become due or shall
file a petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or
shall file a petition seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law or regulation or shall file an answer admitting, or shall fail
reasonably to contest, the material allegations of a petition filed against it in any
such proceeding, or shall seek or consent to or acquiesce in the appointment
of any trustee, receiver or liquidator of the Applicant or any material part of
such entity's properties; or
B. Within sixty (60) days after the commencement of any proceeding by or against
the Applicant seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, such proceeding shall not have been
dismissed or otherwise terminated, or if, within sixty (60) days after the
appointment without the consent or acquiescence of the Applicant of any
trustee, receiver or liquidator of any of such entities or of any material part of
any of such entity's properties, such appointment shall not have been vacated.
3. Agency's Remedy Upon Certain Applicant Default. If the event of default is one of
the events listed in Sections IV(2) and the Applicant has failed to cure the default within
the allotted time prescribed under Section 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 Applicant , including the responsibility to tender any remaining reimbursement funds
to the Applicant ; and c) that if the Agency has tendered reimbursement funds to the
Applicant , the Agency shall be entitled to the return of all reimbursement funds plus
default interest at a rate of ten percent (10%) starting from the date of default.
4. Notice of Default and Opportunity to Cure. The Agency shall provide written notice
of any default under this Agreement and provide the Applicant thirty (30) days from the
[MU21-9311-058/294937/11 4
date the notice is sent to cure the default if it is an event listed under Sections IV(2). This
notice will be deemed sent when sent by first class mail to the Applicant's notice address
or when delivered to the Applicant if sent by a different means.
V. MISCELLANEOUS
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 Applicant:
Michael Gianfilippo
PJ's Auto World, Inc
1370 Cleveland St,
Clearwater, FI 33756
To the Agency:
Community Redevelopment Agency of
the City of Clearwater
P.O. Box 4748
Clearwater, Florida 33758
Attention: Director
with copies to:
City of Clearwater
P.O. Box 4748
Clearwater, Florida 33758
Attention: Clearwater City Attorney
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
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 thirty (30) days following the occurrence
of the event or condition causing the Unavoidable Delay or thirty (30) days following the
[M U21-9311-058/294937/1 ] 5
party becoming aware (or with the exercise of reasonable diligence should have become
aware) of such occurrence.
The party shall be entitled to an extension of time for an Unavoidable Delay only
for the number of days of delay due solely to the occurrence of the event or condition
causing such Unavoidable Delay and only to the extent that any such occurrence actually
delays that party from proceeding with its rights, duties and obligations under this
Agreement affected by such occurrence. In the event the party is the Applicant then the
Agency's Executive Director is authorized to grant an extension of time for an
Unavoidable Delay for a period of up to six (6) months. Any further requests for
extensions of time from the Applicant must be agreed to and approved by the Agency's
trustees.
3. Indemnification. The Applicant agrees to assume all risks of inherent in this
Agreement and all liability therefore, and shall defend, indemnify, and hold harmless the
Agency and the City of a Clearwater, a municipal corporation ("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
Applicant's activities or those of any approved or unapproved invitee, contractor,
subcontractor, or other person approved, authorized, or permitted by the Applicant
whether or not based on negligence. Nothing herein shall be construed as consent by
the Agency 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 Applicant and the Agency and
all prior or contemporaneous oral and written agreements or representations of any
nature with reference to the subject of the agreement are canceled and superseded by
the provisions of this agreement.
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 Applicant, and the Agreement, including, without
limitation, the exhibits, shall not be deemed to have been prepared by the Agency or the
Applicant, but by all equally.
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.
[MU21-9311-058/294937/1 ] 6
7. Amendments. This Agreement cannot be changed or revised except by written
amendment signed by the 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 Applicant is not a resident of
the State of Florida or has no office, employee, agency, registered agent or general
partner thereof available for service of process as a resident of the State of Florida, or if
any permitted assignee thereof shall be a foreign corporation, partnership or other entity
or shall have no officer, employee, agent, or general partner available for service of
process in the State of Florida, the Applicant hereby designates the Secretary of State,
State of Florida, its agent for the service of process in any court action between it and the
Agency arising out of or relating to this Agreement and such service shall be made as
provided by the laws of the State of Florida for service upon a nonresident; provided,
however, that at the time of service on the Florida Secretary of State, a copy of such
service shall be delivered to the Applicant at the address for notices as provided in Section
V(1).
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 the tenth (10th) anniversary of the Effective Date.
Approved as to form:
[M U21-9311-058/294937/1 ]
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA
By: /‘ 9 r-11....4)
Jon P. Jennings
Interim Executive Director
Attest:
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Michael P. Fuino
CRA Attorney
Applicant: P.J.'S AU
By:
Title:
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Rosemarie Call
City Clerk
Applicant
Vice President
STATE OF FLORIDA ]
COUNTY OF PINELLAS ]
The foregoing instrument was acknowledged before me by means of physical
presence or online notarization, this e day of September 2022, by 1C -�•�
NOTARY PUBLIC
My Commission Expires:
Personally Known
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