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09/12/2022Monday, September 12, 2022 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 12, 2022Community Redevelopment Agency Meeting Agenda 1. Call To Order 2. Approval of Minutes 2.1 Approve the minutes of the August 15, 2022 CRA Meeting 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 Discuss Fiscal Year 22/23 CRA/DDB Interlocal Agreement. 4.2 Approve the Interlocal Agreement with the Downtown Development Board (DDB) to provide personnel, administrative and management services during Fiscal Year 2022-2023 in the amount of $81,504.18 and refund the CRA tax increment fee of $335,643.37 and authorize the appropriate officials to execute same. 4.3 Approve the Fiscal Year 2022-2023 Community Redevelopment Agency Preliminary Budget, adopt CRA Resolution 22-02, and authorize the appropriate officials to execute same. 4.4 Approve an amendment to the agreement for the sale and development of the property located at 1250 Cleveland Street and adjacent properties to Archway Partners and assigned to Archway Clearwater Gardens, LLC to approve public assistance of an amount not to exceed $3,610,000 and authorize the appropriate officials to execute same. 4.5 Approve Fiscal Year 2021/2022 Third Quarter Budget Amendments of the Community Redevelopment Agency (CRA) and adopt CRA Resolution 22-03. 4.6 Approve Tenant Improvement Grant Agreement with Sports Facilities Companies, LLC, for retention and expansion of Headquarters operation and authorize the appropriate officials to execute same. 5. Director's Report 6. Adjourn Page 2 City of Clearwater Printed on 9/7/2022 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#22-0865 Agenda Date: 9/12/2022 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: Community Redevelopment Agency Agenda Number: 2.1 SUBJECT/RECOMMENDATION: Approve the minutes of the August 15, 2022 CRA Meeting 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 9/7/2022 Community Redevelopment Agency Meeting Minutes August 15, 2022 Page 1 City of Clearwater City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Meeting Minutes Monday, August 15, 2022 8:00 AM Main Library - Council Chambers Community Redevelopment Agency Draft Community Redevelopment Agency Meeting Minutes August 15, 2022 Page 2 City of Clearwater Roll Call Present 5 - Chair Frank Hibbard, Trustee Kathleen Beckman, Trustee Mark Bunker, Trustee David Allbritton, and Trustee Lina Teixeira Also Present – Jon Jennings – Interim CRA Executive Director, Micah Maxwell – Assistant City Manager, Michael Delk – Assistant City Manager, David Margolis – City Attorney, Rosemarie Call – City Clerk, Nicole Sprague – Deputy City Clerk, and Matt Jackson – Assistant CRA 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. 2. Approval of Minutes 2.1 Approve the minutes of the July 18, 2022 CRA Meeting as submitted in written summation by the City Clerk. Trustee Allbritton moved to approve the minutes of the July 18, 2022 CRA Meeting 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 Kathy Flaherty submitted an eComment expressing concern with the lack of attention CRA has given to the East Gateway district (see page 11). 4. New Business Items 4.1 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 expense by the CRA to the City, and authorize the appropriate officials to execute same. Draft Community Redevelopment Agency Meeting Minutes August 15, 2022 Page 3 City of Clearwater 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 $691,422 for this contract year. This amount includes $661,392 for existing staffing and $30,030 for other administrative services. 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. Trustee Beckman moved to 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 expense by the CRA to the City, and authorize the appropriate officials to execute same. 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 2022-2023 in the amount of $266,703 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. 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 Draft Community Redevelopment Agency Meeting Minutes August 15, 2022 Page 4 City of Clearwater 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 Community Policing. In response to questions, Clearwater Police Deputy Chief Michael Walek said the proposed cost is the same as last year. Operations include following-up on tips received through Tip411 or citizens making contact with the business owners and gathering information. The Department provides an annual report regarding operations. All calls regarding homeless are addressed in some fashion; the homeless outreach team connects the individuals to services and officers will issue violations per city ordinances to homeless not seeking services and who have violated city ordinance. CRA Assistant Director Matt Jackson said the correct amount is $226,703. One comment supporting Item 4.2 was submitted that was read into the record (see page 13). Trustee Bunker 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 2022-2023 in the amount of $226,703 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 2022-2023 in the amount of $81,504.18 and refund the CRA tax increment fee of $335,643.37 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 $335,643.37 according to the Pinellas County Property Appraiser’s office. Draft Community Redevelopment Agency Meeting Minutes August 15, 2022 Page 5 City of Clearwater 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 third fiscal year that the CRA would enter into the agreement. 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 $81,504.18 for the services agreed to in the Interlocal Agreement. The DDB approved the Interlocal Agreement at their meeting on August 3, 2022. In response to a concern, CRA Interim Director Jon Jennings said staff is recommending continuing the item. In the current fiscal year, the agreement is divided into three areas: $250, 000 for marketing, of which 35% has been spent; $238,465 for business assistance program, of which 11% has been spent; and $42,000 for policy and projects, of which 10.6% has been spent. He said there is approximately $406,000 available. There is a perception that it is difficult to get anything through the DDB, unless one is an established organization. Staff is trying to get organizations that are not established to have access to the funds, enabling them to grow while activating the Downtown business district. He said there is a concern that the money is sitting in an account and not in the community. Another concern is the onerous restrictions placed on the funds; for example the DCMA were appropriated $50,000 and later expected to conduct an audit, which was not part of the agenda item. If the Trustees decide not to move forward with the agreement, the City will not continue to provide the services. Assistant City Attorney Mike Fuino said the transfer of funds is outlined in the interlocal agreement and there is no statutory obligation to enter into the contract. Discussion ensued with comments made that it may be time for the Trustees to meet with the DDB and that the DDB should be spending the funds. The City Attorney recommended the Trustees postpone the item to September 12. There is no legal obligation for the CRA to enter into the agreement. The current agreement ties the refund to the services the Draft Community Redevelopment Agency Meeting Minutes August 15, 2022 Page 6 City of Clearwater CRA staff provide. He said the the CRA is limited in the procurement sense; there are statutory restrictions where CRA funds may be spent. The DDB has more flexibility on grant programming funds. He said, generally speaking, the CRA cannot spend on marketing or programming. The DDB assesses its own millage and the CRA does not. He said if the Trustees choose to no longer provide DDB with staff support, the DDB will need to decide if it continues to assess the millage or petition for dissolution. One comment supporting Item 4.3 was read into the record (see page 13). Trustee Teixeira moved to continue Item 4.3 to September 12, 2022. The motion was duly seconded and carried unanimously. 4.4 Approve a purchase contract for the City of Clearwater Community Redevelopment Agency (CRA) to purchase real property located at 107 S. Osceola Avenue, Parcel No. 16-29-15-20358-002-0110, with a purchase price of $1,850,000.00 and total expenditures not to exceed $20,000.00 including closing-related costs and preparation of the site and authorize the appropriate officials to execute same, together with all other instruments required to affect closing The subject property, Parcel Identification Number 16-29-15-20358-002-0110, is owned by Peace Memorial Presbyterian Church of Clearwater, Florida, Inc. (Seller). Seller’s property has a total land area of approximately 36,000 square feet. The property has approximately 225 ft of linear frontage Osceola Ave and approximately 160 ft of linear frontage on Pierce Street. The subject property is adjacent to the former City Hall site. The CRA intends to redevelop the property as a public parking garage with a potential for ground floor commercial use following closing. Certain parking spaces will be reserved for the Seller’s use as follows: 1) no less than 125 spots reserved on each Sunday between 6 a.m. and 2 p.m.; 2) no less than 20 spaces reserved on Monday through Friday between 6 a.m. and 10 p.m.; 3) no less than 75 spaces reserved on Ash Wednesday, Maundy Thursday, and Good Friday between 11:30 a.m. and 9 p.m.; 4) no less than 125 spaces reserved on Christmas Eve between noon and 12:00 a.m.; and 5) no less than 125 spaces reserved on the second Sundays of October through March between 2 p.m. and 5 p.m. In addition, the contract provides that the CRA will: 1) grant the Seller a right of first refusal; 2) provide the Seller with temporary parking after closing and during Draft Community Redevelopment Agency Meeting Minutes August 15, 2022 Page 7 City of Clearwater construction of the parking garage; 3) agree to certain use restrictions on the potential ground floor commercial use; 4) not convey or transfer any interest in the property until after the proposed parking garage is constructed and operational, except for a lease or transfer for any commercial uses; 5) construct and maintain a pedestrian walkway; 6) move the Seller’s existing chiller to a temporary location at the CRA’s expense during construction of the garage and place the chiller on the roof of the garage or another location after construction if the Seller is not able to connect to the County’s chilling system; and 7) permit the Seller to present its construction preferences to the CRA for the CRA’s consideration. The contract provides that these restrictions, which are generally provided for in Exhibit “C” to the agreement, will be memorialized into Covenants, Restrictions, and Grant of Easements agreement that must be executed and entered as a condition to closing. The City is also asked to join on the contract for purposes of Sections 37 and 38, and any obligations the City has under Exhibit “C.” Two independent appraisals were performed on the property. The first, performed by Tobias Realty Advisors, LLC and dated May 4, 2022, valued the property at $4,855,000.00. The second, performed by Entreken Associates, Inc. and dated May 13, 2022, valued the property at $1,620,000.00. The Seller has agreed to the terms of the Contract prior to presentation to the CRA and the City. Should the CRA and the City approve the contract, each via its applicable process, each will execute the contract accordingly. If approved by the CRA and the City, the Seller will present for formal approval by its governing body. If approved by Seller’s governing body, the Seller will execute and deliver a fully executed copy of the Contract to the City and the CRA. Summary of costs for the purchase of the subject property are as follows: Purchase price $1,850,000.00 Closing related costs (not to exceed) $20,000.00 TOTAL $1,870,000.00 APPROPRIATION CODE AND AMOUNT: A fourth quarter budget amendment will provide a transfer of $1,870,000 from capital improvement project R2010, Housing - County, to capital improvement project R2006, Infrastructure - County, to fund this purchase. Trustee Allbritton moved to approve a purchase contract for the City of Clearwater Community Redevelopment Agency (CRA) to purchase real property located at 107 S. Osceola Avenue, Parcel No. 16-29-15-20358-002-0110, with a purchase price of $1,850,000.00 and total expenditures not to exceed $20,000.00 including closing-related costs and preparation of the site and Draft Community Redevelopment Agency Meeting Minutes August 15, 2022 Page 8 City of Clearwater authorize the appropriate officials to execute same, together with all other instruments required to affect closing. The motion was duly seconded and carried unanimously. 4.5 Approve the Business Renovation grant program for property owners and tenants to improve the visual appearance of commercial properties through exterior and interior improvements and authorize the appropriate officials to execute same. The Community Redevelopment Agency (CRA) is recommending approval of the Business Renovation Grant program to reduce blight and encourage private investment into downtown. The purpose of the Community Redevelopment Agency (CRA) Business Renovation grant program is to improve the visual appearance of commercial properties through small scale exterior and interior building and site improvements. The Business Renovation Program’s objectives are to: • Improve the condition and appearance of commercial buildings in Downtown Clearwater. • Increase the number of commercial properties that can attract and accommodate tenants in the CRA District. • Increase commercial occupancy rates and property values. Grants may be awarded to property owners or tenants for exterior and interior improvements to commercial property within the CRA district. This program is intended for renovations and repairs that do not exceed a total project cost of $200,000. The CRA will fund projects based on the cost of eligible improvements based on a tiered system as shown in the attached program summary. Only one grant per property address/tenant is allowed every five years. Eligible improvements include painting, signage, lighting, doors, windows, roof, site improvements, and other minor exterior repairs. Eligible interior improvements include windows, doors, standard lighting and electrical, basic HVAC, concrete floor, ADA restrooms, fountain, and fire code improvements. The amount of grant funds for the program will be established by the CRA Trustees on an annual basis. All grant awards are subject to budget availability. Applications will be accepted on a rolling basis. In this program, the CRA Director has the final approval authority to approve grant applications, execute grant agreements and authorize reimbursement up to $99,997.30 per project. Staff recommends allocating $300,000 for the first year of the program which would cover three properties at the full grant amount. With the fiscal year ending September 30, 2022, the $300,000 would be for fiscal year 2022-2023. The proposed grant program balances the legal requirements for the use of CRA funds, meets the goals of the downtown redevelopment plan and provides a partnership opportunity for property owners and tenants who wish to invest in downtown. Draft Community Redevelopment Agency Meeting Minutes August 15, 2022 Page 9 City of Clearwater APPROPRIATION CODE AND AMOUNT: Funds are available in CRA project code 3887552-R2003 ED-City. In response to questions, CRA Assistant Director Matt Jackson said the grant program will become effective immediately. Grants over $50,000 will come to the Trustees for approval. Staff received feedback that there were issues with the property owner submitting a grant application and receiving the funds. This program is structured to allow the business owner to apply for the grant funds. He said the property owner will be made aware of the application. Trustee Beckman moved to approve the Business Renovation grant program for property owners and tenants to improve the visual appearance of commercial properties through exterior and interior improvements and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 5. Director's Report – None. 6. Adjourn The meeting adjourned at 8:54 a.m. Chair Community Redevelopment Agency Attest City Clerk Draft Community Redevelopment Agency on 2022-08-15 8:00 AM Meeting Time: 08-15-22 08:00 eComments Report Meetings Meeting Time Agenda Items Comments Support Oppose Neutral Community Redevelopment Agency on 2022-08-15 8:00 AM 08-15-22 08:00 13 3 1 0 2 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 2022-08-15 8:00 AM 08-15-22 08:00 Agenda Name Comments Support Oppose Neutral 3. Citizens to be Heard Regarding Items Not on the Agenda 1 0 0 1 4.2 ID#22-0787 Approve an Interlocal Agreement between the Clearwater Community Redevelopment Agency (CRA) and the City of Clearwater to provide CRA funding in Fiscal Year 2022-2023 in the amount of $266,703 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. 1 1 0 0 4.3 ID#22-0789 Approve the Interlocal Agreement with the Downtown Development Board (DDB) to provide personnel, administrative and management services during Fiscal Year 2022-2023 in the amount of $81,504.18 and refund the CRA tax increment fee of $335,643.37 and authorize the appropriate officials to execute same. 1 0 0 1 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 3. Citizens to be Heard Regarding Items Not on the Agenda Overall Sentiment Kathy Flaherty Location: Submitted At: 12:07pm 08-11-22 This comment is in regard to the CRAs lack of attention to the Eastgate area of the CRA. The Eastgate area, renamed without input to the Downtown Gateway, makes up 33% of the CRA yet sees little no benefits from being11 part of the CRA. Funds generated here get spent on projects outside of the Eastgate. Examples are funding developers for downtown improvements, art projects. festivals to promote downtown, etc. There are two Eastgate projects that need attention - one for not having community input and one for being ignored. The two projects are the Mercado/ Festival area located at the intersection of Cleveland and Gulf to Bay and the Stevenson Creek Improvement project. Per the Downtown Development Plan the Eastgate Area, also now known as the Downtown Gateway, has two capitol improvements listed - the installation of a Festival Market/Mercado area and the Stevenson Creek improvements . Both projects have been planned for over a decade, have been found important by numerous Boards and Councils and yet neither have been properly planned, let alone completed. Other projects get planned and completed, even newly conceived ones get completed, but not these. The first project is part of the Cleveland Street project, a project which was delayed for years and years. The CRAs part in the project is to develop a community space. The City is doing the rest of the project. The current CRA Trustees ignored a Trustee / Community approved design and incurred additional cost to hire a contractor to do a new design. This new design was not developed or liked by the community and finally after 2 years of revisions to make it affordable, was determined by the Trustees to be non feasible. The Trustees voted to cancel this new design and install grass until a brand new community driven design could be formulated. At the most recent Cleveland street Scape update meeting, the community was informed that the design had been canceled and a new festival area design would be placed on hold until after the area was completed, as it did not exist yet, and until a new CRA Director hired. There were assurances the community would be included in the initial stages of the design. This is not the case. The Interim CRA Director, Mr. Jennings, is allowing the City to once again design the area with no initial input from the community and with no input from a new Director. From my understanding they are trying to revise the plan that, you, the Trustees voted to cancel because the Cuty and CRA staff said it was not possible to revise to fit the approved budget. The project was over budget by $250,000 even after the 2 year revision process. What changed now? The community wants to be involved in the developing of a community space. Mr. Jennings does not know this community like those that live and work here do. Let the community have a bigger say in the project - a new plan is needed, not a revision of a concrete pad and poles. New designers new ideas. The second project is the Stevenson Creek Greenway Trail. This is a major Capitol Improvement that has been in the City’s plans since 2011. The Eastgate Community asked the CRA to do improvement recommendations for the blighted residential area. Engineers were hired and produced a preliminary plan to install a small park, install a footbridge over Court Street connecting Glen Oaks Park, install plants and trees and install a trail leading down the creek. This plan and recommendation of $8.8 million budget can be found in the Downtown Development plan approved in 2018 and used by the City today. When I asked about this project earlier this year, I was told by the City Manager that this project was forgotten by the City. No this project is being ignored by the City and the CRA. This project is part of the current approved Development Plan and should not be ignored. The CRA and the City are starting new projects - Imagine Clearwater, giving incentives for developers for new projects but not paying attention to small community projects that are needed to improve the Eastgate community and actually mitigate blight. Let the community design its community space and stop spending funds for new projects until you complete the old ones. You are also about to vote to consider paying the Downtown Development Board CRA funds so that they may help promote their area of the CRA because you think they can promote the area better than the CRA can. .You are even going to vote to staff the Board because their community input is so vital. Please give the community in the Eastgate area the same respect and let us plan and promote our community. Please treat Stevenson Creek as an asset to the community and show how it can be something other than a weed filled drainage ditch surrounded by unenclosed dumpsters . Please mitigate blight instead of ignoring it. 12 Agenda Item: eComments for 4.2 ID#22-0787 Approve an Interlocal Agreement between the Clearwater Community Redevelopment Agency (CRA) and the City of Clearwater to provide CRA funding in Fiscal Year 2022-2023 in the amount of $266,703 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. Overall Sentiment Kathy Flaherty Location: Submitted At: 12:27pm 08-11-22 This has been a very beneficial program and fully support it. I would like to see more attention to the stopping the pimps and “johns” that facilitate prostitution. Agenda Item: eComments for 4.3 ID#22-0789 Approve the Interlocal Agreement with the Downtown Development Board (DDB) to provide personnel, administrative and management services during Fiscal Year 2022-2023 in the amount of $81,504.18 and refund the CRA tax increment fee of $335,643.37 and authorize the appropriate officials to execute same. Overall Sentiment Kathy Flaherty Location: Submitted At: 1:29pm 08-11-22 This is not a refund as presented. The DDB does not pay any funds to the CRA. The CRA collects TIF funds to mitigate blight. The DDB taxes it’s members to promote them. The DDB taxing district is inside the CRA area but does not pay or tax the CRA. This is a contract for services not a refund or a passthrough and should be explained as such. The previous City Attorney, Ms. Akin, explained it several times to the majority of the current Trustees. The services provided for $335,643.37 by the DDB to the CRA are: advise the City of Clearwater (City) and the CRA on policies and procedures which will succeed in bringing more businesses and residents into the downtown district and thus improve its tax base and overall economic conditions; 13 survey downtown property owners, residents and businesses to determine needs and attitudes, to monitor progress, to evaluate success or failure of initiatives; sponsor community events and encourage public attendance at events in support of downtown merchants and other goals in the Downtown Redevelopment Plan; and cooperate with local, state and regional organizations in promoting the downtown district as a destination. In order to perform these services for the CRA the DDB needs a staff. The DDB wants to contract with the CRA for $81,504.18 to provide the staffing. On top of duties to mitigate blight, the full time CRA staff has to staff the DDB, if approved. This is in order for the DDB to promote only the Downtown community. The DDB does not offer grants or services to the entire CRA. The staffing services that the CRA staff will provide if this is approved are: Prepare correspondence for DDB members; Maintain all DDB funds in the City’s bank account and with funds segregated for accounting purposes in the City’s records as a separated, interest-earning fund; Assist with preparation and monitoring of the annual budget and prepare amendments as necessary; Prepare monthly financial reports; Prepare agendas and distribute packets to DDB members prior to each meeting; Prepare meeting notices for monthly and special DDB meetings; Attend meetings and supervise work of Board Reporter who records and transcribes minutes; Coordinate committee meetings, if applicable; Handle all phone inquiries and follow up on the calls; Handle any special mailing notices; Serve as coordinator for the DDB special activities; Assist in research and implementation of projects initiated by the Board; Assist with promoting design related programs to the downtown community; Manage loans, contracts and all applicable documents; Coordinate field trips and travel arrangements in accordance with the City of Clearwater Travel and Meals Policy; Other administrative duties as mutually agreed; Coordinate the annual election process in cooperation with the Pinellas County Supervisor of Elections; Act as a Liaison to the Pinellas County Property Appraiser, Pinellas County Tax Collector, and DDB legal counsel; Assure that the annual audit is conducted in compliance with requirements of the State of Florida Auditor General; Comply with State of Florida Tax Increment Millage Compliance with Chapter 200, Florida Statutes, Sections 218.23, 218.63, Florida Statutes (TRIM); Comply with the Florida Department of State Information Services Records Disposition Act; Comply with the State of Florida Department of Community Affairs Special District Information Program; Comply with the State of Florida Department of Insurance Treasurer’s Public Depositor Annual Report; and Coordinate financial disclosure requirements of the State of Florida Commission on Ethics. This is a lot of staffing responsibilities for the CRA staff that is supposed to mitigate blight full time. This a contract for services- the CRA pays and than staffs the DDB so the DDB can promote their members properties inside the CRA Downtown District. The CRA pays the DDB for promotional services that it can’t provide unless the CRA staffs them. The CRA staff does not track the time worked for the DDB so there is no account of time spent on CRA blight mitigation vs DDB administration either. There needs to be accountability for the time and measured results for the funds spent if this is approved. 14 INDIVIDUAL SPEAKER Citizen Comment Card Name: / Address: J - j qo Zip: 3 3'7c0 Telephone Number: 7 g7 7ifi '70 Email Address:---/--/-44,'Z44Afr4k4. • Speaking under citizens to be heard re items not on the agenda? T Agenda item(s) to which you wish to speak. L'J7 # Af1-07,16,07,0— 6R41-1— dvme.6,2,4*- What is your position on the item? For Against Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#22-0896 Agenda Date: 9/12/2022 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Discuss Fiscal Year 22/23 CRA/DDB Interlocal Agreement. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 9/7/2022 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#22-0789 Agenda Date: 9/12/2022 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.2 SUBJECT/RECOMMENDATION: Approve the Interlocal Agreement with the Downtown Development Board (DDB) to provide personnel, administrative and management services during Fiscal Year 2022-2023 in the amount of $81,504.18 and refund the CRA tax increment fee of $335,643.37 and authorize the appropriate officials to execute same. SUMMARY: 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 $335,643.37 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 third fiscal year that the CRA would enter into the agreement. 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 $81,504.18 for the services agreed to in the Interlocal Agreement. The DDB approved the Interlocal Agreement at their meeting on August 3, 2022. Page 1 City of Clearwater Printed on 9/7/2022 2022-23 CRA/DDB Interlocal Agreement 1 INTERLOCAL AGREEMENT This Interlocal Agreement is made and entered into this ____ day of __________, 2022, by and between the Community Redevelopment Agency of the City of Clearwater, Florida (CRA), a redevelopment agency established pursuant to law, and the Downtown Development Board (DDB), a special district organized and operating pursuant to the ordinances and laws of the City of Clearwater. WHEREAS, Florida Statutes 163.387 requires all taxing authorities to make an annual appropriation in an amount equal to the incremental increase in the ad valorem revenue within the CRA area; and WHEREAS, the DDB is a taxing authority within the meaning of the statute; and WHEREAS, the CRA and the DDB in the spirit of cooperation desire to offer the downtown constituents the opportunity to utilize more efficiently the public dollars collected for each entity; and WHEREAS, the CRA and the DDB have a special obligation to ensure wise and sound administration of the programs; and WHEREAS, the CRA and the DDB desire to enter into an Interlocal Agreement outlining the scope of services and responsibilities of the parties; and WHEREAS, the CRA and the DDB wish to enter into an Interlocal Agreement pursuant to Florida Statues 163.01, in which the DDB agrees to perform certain responsibilities and functions consistent with and in furtherance of the Downtown Redevelopment Plan, in return for an amount equal to the difference between the increment payment of $334,414.86 and the $81,504.18 the DDB pays the CRA for administration. NOW THEREFORE, in consideration of the covenants made by each party to the other and of the mutual advantages realized by the parties hereto, the DDB and the CRA agree as follows: Section 1. Term. The term of this Interlocal Agreement will be October 1, 2022, through September 30, 2023. Section 2. Intent. It is the intent of the parties that the moneys paid to the CRA by the DDB pursuant to Florida Statute section 163.387, commonly referred to as the tax increment payment, be used to advance the goals and objectives of the Downtown Redevelopment Plan. The CRA shall retain $81,504.18 to offset the cost of administration of the DDB as further described herein. The remaining money shall be returned to the DDB by the CRA in exchange for performance of certain responsibilities and functions by the DDB consistent with and in furtherance of the Downtown Redevelopment Plan. 2022-23 CRA/DDB Interlocal Agreement 2 Section 3. Responsibilities of the DDB. The DDB will promote, facilitate and support activities that sustain, promote and advance downtown revitalization and attract businesses and residents to relocate and stay in the DDB’s district. In furtherance of these goals, the DDB will: a. advise the City of Clearwater (City) and the CRA on policies and procedures which will succeed in bringing more businesses and residents into the downtown district and thus improve its tax base and overall economic conditions; b. survey downtown property owners, residents and businesses to determine needs and attitudes, to monitor progress, to evaluate success or failure of initiatives; c. sponsor community events and encourage public attendance at events in support of downtown merchants and other goals in the Downtown Redevelopment Plan; and d. cooperate with local, state and regional organizations in promoting the downtown district as a destination. Section 4. Responsibilities of the CRA. The services that the CRA will provide are: a. Prepare correspondence for DDB members; b. Maintain all DDB funds in the City’s bank account and with funds segregated for accounting purposes in the City’s records as a separated, interest-earning fund; c. Assist with preparation and monitoring of the annual budget and prepare amendments as necessary; d. Prepare monthly financial reports; e. Prepare agendas and distribute packets to DDB members prior to each meeting; f. Prepare meeting notices for monthly and special DDB meetings; g. Attend meetings and supervise work of Board Reporter who records and transcribes minutes; h. Coordinate committee meetings, if applicable; i. Handle all phone inquiries and follow up on the calls; j. Handle any special mailing notices; k. Serve as coordinator for the DDB special activities; l. Assist in research and implementation of projects initiated by the Board; m. Assist with promoting design related programs to the downtown community; n. Manage loans, contracts and all applicable documents; o. Coordinate field trips and travel arrangements in accordance with the City of Clearwater Travel and Meals Policy; p. Other administrative duties as mutually agreed; q. Coordinate the annual election process in cooperation with the Pinellas County Supervisor of Elections; r. Act as a Liaison to the Pinellas County Property Appraiser, Pinellas County Tax Collector, and DDB legal counsel; 2022-23 CRA/DDB Interlocal Agreement 3 s. Assure that the annual audit is conducted in compliance with requirements of the State of Florida Auditor General; t. Comply with State of Florida Tax Increment Millage Compliance with Chapter 200, Florida Statutes, Sections 218.23, 218.63, Florida Statutes (TRIM); u. Comply with the Florida Department of State Information Services Records Disposition Act; v. Comply with the State of Florida Department of Community Affairs Special District Information Program; w. Comply with the State of Florida Department of Insurance Treasurer’s Public Depositor Annual Report; and x. Coordinate financial disclosure requirements of the State of Florida Commission on Ethics. Section 5. Compensation. In return for the above services, the CRA shall pay to the DDB this difference upon receiving the increment payment from the DDB. The budget for the CRA for services listed in Section 4 above shall be as follows: Personnel and Administration $81,504.18. Section 6. Notice. Any notice by either party to the other pursuant to the Interlocal Agreement shall be given in writing and hand-delivered or mailed as follows: Chairperson, Board of Trustees Community Redevelopment Agency 600 Cleveland Street, Suite 600 Clearwater, Florida 33755 Chairperson Downtown Development Board Post Office Box 4748 Clearwater, Florida 33758-4748 Section 7. 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 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 lawful representative, have executed this agreement as of the date first above written. 2022-23 CRA/DDB Interlocal Agreement 4 COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: ______________________________ Frank V. Hibbard, Chairperson ATTEST: By: ______________________________ Rosemarie Call, City Clerk Approved as to form: __________________________ Michael Fuino Attorney for CRA DOWNTOWN DEVELOPMENT BOARD BY: Paris Morfopoulos, Chairperson Approved as to form: __________________________ Elise K. Winters Attorney for DDB Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#22-0867 Agenda Date: 9/12/2022 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.3 SUBJECT/RECOMMENDATION: Approve the Fiscal Year 2022-2023 Community Redevelopment Agency Preliminary Budget, adopt CRA Resolution 22-02, and authorize the appropriate officials to execute same. SUMMARY: The purpose of this item is to adopt the Fiscal Year (FY) 2022-2023 Community Redevelopment Agency (CRA) 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 FY 2022-2023 preliminary budget are as follows: 2022-2023 total Tax Increment Revenue is $5,808,432 which is an increase of $658,799 over the $5,149,633 Amended 2021-2022 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 slightly by $21,903 from FY 21/22 to FY 22/23. This increase is to account for a new full-time staff position. Operating Expenditures also includes the pass-through revenues, $335,643, to the Downtown Development Board (DDB).   Transfers Out designates the funding this fiscal year that will be allocated to various Project Funds. 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 $958,125. The remaining City TIF revenue has been allocated to Economic Development ($1,769,724) to meet the CRA’s commitment to the redevelopment of The Bluff sites ($1,500,000) and the vacancy reduction grant programs ($269,724). Page 1 City of Clearwater Printed on 9/7/2022 File Number: ID#22-0867 County TIF Funds, $2,490,740 for this fiscal year, are restricted to capital improvement projects, housing, and land acquisition. The County TIF funds have been allocated to Economic Development ($250,000) to support façade grants, Housing ($1,700,000) to support the 306 S. Washington workforce housing development and Transportation ($540,740) to support improvements to Pinellas Trail. Page 2 City of Clearwater Printed on 9/7/2022 2021-2022 2022-2023 Amended Preliminary Budget Budget Revenues & Transfers In Tax Increment Financing Revenues 338930 Pinellas County 2,233,848 2,490,740 381115 City of Clearwater 2,480,667 2,845,545 338935 Downtown Development Board 301,370 335,643 Total TIF Revenues 5,015,885 5,671,928 Other Revenues 361101 Interest Earnings 55,000 55,000 Transfers In 369906 Reimbursement-DDB Administration 78,748 81,504 Total Revenues & Transfers In 5,149,633 5,808,432 Expenditures & Transfers Out Operating Expenditures 530100 Professional Services 130,000 130,000 530300 Contractual Services 40,000 50,000 540300 Telephone Variable - 2,000 540200 Postal Service 100 5,000 541000 City Internal Services 31,770 - 541600 Building & Maintenance Variable 1,000 1,000 542500 Postage 200 200 543100 Advertising 20,000 20,000 543200 Other Promotional Activities 5,000 5,000 543400 Printing & Binding 5,000 2,500 544100 Equipment Rental 2,500 3,000 547100 Uniforms 500 500 547200 Employee Expense-Travel 3,000 5,000 547300 Milage Reimbursement 1,500 1,500 548000 Other Services 3,000 3,000 550100 Office Supplies 2,000 3,000 550400 Operating Supplies 500 1,500 557100 Memberships and Subscriptions 5,500 6,000 557300 Training and Reference 15,000 15,000 581000 Payments to Other Agencies-DDB 301,370 335,643 Total Operating Expenditures 567,940 589,843 Transfers Out 590200 General Fund- Administrative 619,274 691,422 590800 Community Policing (R2001)252,550 266,703 590800 Community Engagements (R2002)500,000 590800 Economic Development- City (R2003)500,000 1,769,724 590800 Economic Development- County (R2004)335,020 250,000 590800 Infrastructure- City (R2005) 590800 Infrastructure- County (R2006) 590800 Transportation- City (R2007)- 590800 Transportation- County (R2008)223,724 540,740 590800 Housing- City (R2009)476,021 590800 Housing- County (R2010)1,675,104 1,700,000 Total Transfers Out 4,581,693 5,218,589 Total Expenditures & Transfers Out 5,149,633 5,808,432 (0) Exhibit A Community Redevelopment Agency Preliminary Budget October 1, 2022- September 30, 2023 Resolution No. 22-02 RESOLUTION NO 22-02 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, ADOPTING THE CRA FY 2022/2023 ANNUAL OPERATING BUDGET; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Community Redevelopment Agency (CRA) annual budget requirements have been clarified and Section 189.016(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 2022/2023 CRA Operating Budget as outlined on Exhibit A. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 12th day of September 2022. ____________________________ Frank V. Hibbard Chairman Approved as to form: Attest: __________________________ _____________________________ Michael Fuino Rosemarie Call CRA Attorney City Clerk Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#22-0882 Agenda Date: 9/12/2022 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.4 SUBJECT/RECOMMENDATION: Approve an amendment to the agreement for the sale and development of the property located at 1250 Cleveland Street and adjacent properties to Archway Partners and assigned to Archway Clearwater Gardens, LLC to approve public assistance of an amount not to exceed $3,610,000 and authorize the appropriate officials to execute same. SUMMARY: The purpose of this item is to request approval of a second amendment to an existing development agreement between the Community Redevelopment Agency (CRA) Archway Partners and assigned to Archway Clearwater Gardens, LLC for the redevelopment of 1250 Cleveland Street and adjoining properties. For the first amendment, in accordance with Section 4.05 Project Schedule of the agreement, Archway Partners requested and was approved a one-year extension of all project deadlines. For the second amendment, Archway Partners is requesting public funds of an amount not to exceed $3,000,000 from the CRA and $610,000 from the Economic and Development Department 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 was awarded to Archway Partners on August 16, 2021, because of the project’s excellent site design, developer experience, mixed income approach and rooftop garden. The proposed project is a 4-story, no less than 80-unit mixed income, affordable apartment development. 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. At a minimum, the amount of code required parking spaces will be provided, a rooftop garden and preservation of the existing community garden. There are one bedroom and 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. Construction of the project was contingent on obtaining additional state funding. The developer failed to obtain four percent affordable housing tax credits /SAIL funding, in 2021 and may be submitting for nine percent tax credit financing as well as four percent tax credit financing in 2022 and requesting approximately $4 million in County funds through their Penny for Pinellas Program. Page 1 City of Clearwater Printed on 9/7/2022 File Number: ID#22-0882 The 30% “basis boost” is no longer available on this site which will make future 4% tax credit applications unfeasible; however, since the Developer already applied for bonds in 2021, the basis boost is preserved as long as the bonds are closed by the end of 2023. The Developer has also obtained 20 Project-Based Vouchers (PBVs) from the Clearwater Housing Authority, which are worth approximately $2 million in funding towards the development. The project-based vouchers add additional revenue, which allows for an increase in available cash flow to support approximately $2 million of additional debt. However, if they are unsuccessful and the CRA elects not to amend the agreement, the development more than likely will cease due to the funding gap of approximately $10 million dollars. Additionally, the funding requested from the CRA and City will allow this development to move forward. 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. 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. The $3,000,000 contribution from the CRA will be in the form of an interest-free, deferred loan. This is an excellent plan and Archway Partners is the right development team for this project . Approval of the amendment to allow public assistance of an amount not to exceed $3,000,000 is recommended. APPROPRIATION CODE AND AMOUNT: Funds are available and allocated in project code R2010 - County - Housing Page 2 City of Clearwater Printed on 9/7/2022 [MU21-9311-061/294162/1] SECOND AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY THIS SECOND AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND PURCHASE AND SALE OF PROPERTY (this “Amendment”) is made and entered into as of this ___ day of September, 2022, 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”); the CITY OF CLEARWATER, a municipal corporation (“the City”); and ARCHWAY CLEARWATER GARDENS, LLC, a Florida limited liability company (the “Developer”, together with the Agency, the “Parties”). W I T N E S S E T H: WHEREAS, the Agency and Archway Partners, LLC entered into that certain Agreement for Development and Purchase and Sale of Property dated August 23, 2021 as assigned to the Developer (the “Contract”); and WHEREAS, the Contract requires the Developer to redevelop the real property commonly referred to as 1250 Cleveland Street, Clearwater, FL 33755 into no fewer than 80 residential, affordable dwelling units with a rooftop community gardens that maintains the existing community gardens (“the Project”); and WHEREAS, the Contract contemplated that the Developer would apply for an allocation of affordable housing tax credits or other components of the Project Financing in in RFA 2021-205 or RFA 2021-202 issued by the Florida Housing Finance Corporation (collectively, “the RFAs”); and WHEREAS, the City was made party to the Contract solely for the purpose of contributing $75,000.00 to the Developer for “local government support” as contemplated by Sections 15.18 and 15.21 of the Contract; and WHEREAS, the Developer was unsuccessful in obtaining an allocation of affordable housing tax credits or other components from the RFAs; and WHEREAS, the Parties amended the Contract through a first amendment (“the First Amendment”) on February 14, 2022 to extend all relevant dates under the Contract so that the Developer could apply for an allocation of federal low-income housing tax credits or other financing issued by the Florida Housing Finance Corporation for the year ending December 31, 2022; and WHEREAS, even if the Developer successfully obtains an allocation of federal low- income housing tax credits or other financing issued by the Florida Housing Finance Corporation for the year ending December 31, 2022, the Project is not economically viable without additional public assistance of an amount not to exceed $3,610,000.00; and [MU21-9311-061/294162/1] WHEREAS, the Parties desire to enter into this Amendment to address certain terms in the Contract. NOW THEREFORE, for and in consideration of the mutual covenants and agreements of the parties, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged and agreed by each of the parties, the Agency, the City, and the Developer do hereby covenant and agree as follows: 1. The Agency, the City, and the Developer do hereby mutually represent and warrant that the foregoing recitals are true and correct, and said recitals are hereby ratified, confirmed, and incorporated into the body of this Amendment. 2. Any capitalized terms utilized in this Amendment and which are not separately defined herein shall have the meaning ascribed thereto in the Contract. 3. Section 5.06 of the Contract is hereby created to read as follows: Agency Financial Support. The Agency will contribute an amount not to exceed $3,000,000.00 (the “Financial Support”) in the form of a 30-year loan to Developer to be evidenced by a promissory note at 0% interest payable at maturity (“the “CRA Note”) which may be forgiven at the Agency’s sole discretion. The CRA Note shall be secured by a subordinate mortgage (“the “CRA Mortgage”), and both the CRA Note and the CRA Mortgage shall be on a form acceptable to the Agency. The actual amount of financial support the Agency will contribute will be contingent upon the Developer’s actual need for such support as determined by the Agency in its sole discretion. 4. Section 5.07 of the Contract is hereby created to read as follows: Payment of Financial Support. The Agency agrees to pay the Financial Support to the Developer in accordance with the following: a. At closing, the Agency shall pay the Developer an amount not to exceed 16.67% of the Financial Support, which is an amount not to exceed $500,000.00. b. Upon completion of two months of the construction of the Project, the Agency shall pay the Developer an additional amount not to exceed 41.67% of the Financial Support, which is an amount not to exceed $1,250,000.00. c. Upon issuance of a final certificate of occupancy, the Agency shall pay the Developer the balance of the Financial Support, not to exceed $1,250,000.00. 5. Section 15.18 of the Contract is hereby amended as follows: The Agency recognizes that certain funding requests may require the Developer to show “local government support.” This support will come in the form of a loan of $610,000.00 (the “City Loan”) to the Developer from the City in a manner that shall qualify for the Local Government [MU21-9311-061/294162/1] Area of Opportunity Funding under the RFA including without limitation the timely approval of the Loan and the execution and delivery of the requisite Local Government Verification of Contribution-Loan form. In the event the “local government support” is no longer needed, the Developer shall retain the ability to utilize the $610,000 for a 4% tax credit/tax-exempt bond transaction. The City Loan shall be evidenced by a promissory note (the “City Note”) bearing interest at 0%, requiring no payments until maturity (at which time the entire loan shall be due and payable), and have a maturity date that is the thirtieth (30th) anniversary date of the City Note. Notwithstanding anything contained herein to the contrary, the City Note shall provide that the entire principal amount may be forgiven by the City at maturity, in the City’s sole and absolute discretion. The City Note will be secured by a mortgage which shall be subordinate to any first mortgage financing as well as the CRA Mortgage. The City Loan will be available to the Developer at closing. 6. Except as amended and modified hereby, the terms and conditions of the Contract and the First Amendment are and shall remain in full force and effect. The Contract and the First Amendment, as modified by this Amendment, is affirmed, confirmed and ratified in all respects. 7. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which, together, shall constitute one instrument. For the purposes of this Amendment, an executed facsimile or electronically delivered counterpart copy of this Amendment shall be deemed an original for all purposes. [Remainder of page left intentionally blank] [MU21-9311-061/294162/1] IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first set forth above: AGENCY: Community Redevelopment Agency of the City of Clearwater, Florida ___________________________ Frank V. Hibbard Chairperson Approved as to form: Attest: __________________________ ____________________________ Michael P. Fuino Rosemarie Call CRA Attorney City Clerk [MU21-9311-061/294162/1] CITY: The City of Clearwater, a municipal corporation ___________________________ Frank V. Hibbard Mayor Approved as to form: Attest: __________________________ ____________________________ Michael P. Fuino Rosemarie Call Senior Assistant City Attorney City Clerk [MU21-9311-061/294162/1] DEVELOPER: Archway Clearwater Gardens, LLC, a Florida limited liability company By: Archway Partners, LLC, its manager By: _______________________ Brett Green, President STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me by [ ] physical presence or [ ] on-line notarization, this _________ day of ____________, 2022, by ______________________, as ________, as _______ of Archway Partners, 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 Proposed Affordable and Workforce Housing Development Transforming Communities Through Equitable Partnerships www.Archway-Partners.com About Archway Brett Green, Founder & President Paul Nudelman, Development Partner & Acquisitions Dave Heaslip, Development Partner & Development Manager Affordable and Workforce Housing Specialists Principals Have Developed Over 1,500 Units Throughout Florida Public / Private Partnerships About Archway Close Relationships with State, Local and Federal Agencies •Florida Housing Finance Corporation (FHFC) •Clearwater Housing Authority (CHA) •Tampa Housing Authority (THA) •St. Petersburg Housing Authority (SPHA) •Housing Authority of the City of Fort Myers (HACFM) •U.S Department of Housing and Urban Development (HUD) Experience with all Public Financing Programs Visit our website at www.Archway-Partners.com to learn more •9% Tax Credits •Project Based Section 8 •State SAIL Funds •4% Tax Credits/Tax Exempt Bonds •HOME Funds •CDBG & Disaster Recovery CURRENT DEVELOPMENTS Name County # of Units 1 Casa Bel Mar Hillsborough 100 2 Seminole Square Pinellas 96 3 Bonair Towers Lee 101 4 Monroe Place Seminole 80 5 Marianna Crossings Jackson 30 6 San Marcos Heights St. John's 132 7 Weldon Crossings Bradford 70 8 Welford Place Bradford 50 9 Springfield Crossings Bay 60 Seminole Square –Largo, FL 96-Units, New Construction (Family) Total Development Cost: $30.8MM Financed with 4% Tax Credits / Tax-Exempt Bonds , Penny for Pinellas, and Local SHIP Funds 45 Project-Based Section 8 Vouchers From The St. Petersburg Housing Authority Construction Start: November 2022 Construction Completion: February 2024 DEVELOPMENT TEAM Actions Already Taken: Submitted Unsolicited Proposal for Site Redevelopment (March 19th, 2021) Survey (Completed June 10th, 2021) Retained Architect, Engineers and General Contractor Developed Preliminary Site Plan Created Architectural Renderings Held Pre-Application Meeting with City of Clearwater Submitted Proposal to CRA’s Competitive RFA on June 25, 2021, and Won Award Development Agreement/Purchase Agreement Executed on August 19, 2021 Geotechnical Report (Completed October 1, 2021) 20 Project Based Vouchers from the Clearwater Housing Authority in Oct. 2021 Identified Financial Partners JPMorgan Chase: Construction and Permanent Lender Red Stone Equity Partners: Tax Credit Equity Investor DEVELOPMENT CONCEPT Project Design Four-Story, Mid-Rise Building 81 Units 30 One-Bedroom/One-Bathroom Units 51 Two-Bedroom/Two-Bathroom Units Unit Sizes: 615 –930 Square Feet Serving Residents Between 30% -80% AMI New Urbanism Design One Parking Space Per Unit, Plus Additional Spaces for Visitors/Guests Open Floor Plans Green Building Certification Amenities Clubhouse/Community Room Tech -Lab/Co-Working Space Onsite Fitness Center Children’s Game Room Secure FOB Access Onsite Leasing/Management Office Community Garden CLEARWATER GARDENS SITE PLAN CLEARWATER GARDENS RENDERING Project Timeline Clearwater CRA Board Approval for Funding September 2022 Penny for Pinellas Funding Approval October 2022 100% Construction Drawings March 2023 Executed GC Contract May 2023 Obtain Building Permit June 2023 Financial Closing July 2023 Construction Commencement July 2023 Construction 50% Complete March 2024 Construction 100% Complete November 2024 Pre-Leasing September 2024 Fully Leased February 2025 Stabilization May 2025 Financing Plan 4% Tax Credits & Tax-Exempt Bonds (FHFC State Funding Not Required) Pinellas County Housing Finance Authority -$16.5MM (Allocated) City of Clearwater -$610K (Pending Approval) Clearwater CRA -$3MM (Pending Approval) Penny for Pinellas -$4MM (Pending Approval) INCREASED FUNDING REQUEST Reasons Increased Construction Costs Supply Chain Issues Tight Labor Market Rising Interest Rate Environment Higher Construction Interest Expense Reduced Debt Sizing on Permanent Financing Reduced Cash Flow at Stabilization Basis Boost Removed Basis Boost Provides Increased Tax Credits Last Chance to Develop with 4% Tax Credits Basis Boost Map 2021 2022 Why the Basis Boost is important? 1.Without the boost, the only viable option left is an annual LGAO, 9% submission, which is based on a lottery system. The typical chances are 20% -25% for Pinellas County (1 out of 4 or 5 total applications). 2.Since Archway Partners applied for Pinellas County HFA bonds in December 2021, the basis boost is preserved; however, the development must close by December 2023. The Archway Partners team must immediately start investing major financial resources for site plan approval and construction drawings to meet this deadline. 3.The development cannot wait until the 9% awards for 2022 are announced in early 2023 to release the consultants for development plans in the event Clearwater Gardens does not secure a 9% award. Next Steps: Secure $3.61MM of Funding from the City of Clearwater and Clearwater CRA Secure $4MM of Funding from Penny for Pinellas Immediately Release Civil, Structural and MEP Engineers, Architect, Landscape Architect, Waterproofing Consultant and Green Building Consultants for All Permits and Site Plan Approvals Prepare to Close and Begin Construction Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#22-0897 Agenda Date: 9/12/2022 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.5 SUBJECT/RECOMMENDATION: Approve Fiscal Year 2021/2022 Third Quarter Budget Amendments of the Community Redevelopment Agency (CRA) and adopt CRA Resolution 22-03. SUMMARY: Staff is recommending a transfer of $12,266 from Info Tech Charges to adjust operating expenditures to account for increases in Postal Services, Other Promotional Activities, Other Services, Office Supplies. A transfer of $1,870,000 from R2010 Housing-County to R2006 Infrastructure-County for the purchase of Peace Memorial Church site as approved at the August 15, 2022 CRA meeting. Page 1 City of Clearwater Printed on 9/7/2022 2021-2022 Revenue/3rd Quarter Amended Expenditures Proposed Amended Amend Budget To Date Amendments Budget Ref Revenues & Transfers In Tax Increment Financing Revenues 338930 Pinellas County 2,233,848 2,171,143 2,233,848 381115 City of Clearwater 2,480,667 2,480,368 2,480,667 338935 Downtown Development Board 301,370 301,367 301,370 Total TIF Revenues 5,015,885 4,952,878 - 5,015,885 Other Revenues 361101 Interest Earnings 55,000 76,143 55,000 Transfers In - 381782 DDB Administration 78,748 72,186 - 78,748 Total Revenues & Transfers In 5,149,633 5,101,207 - 5,149,633 Expenditures & Transfers Out Operating Expenditures 530100 Professional Services 130,000 128,685 - 130,000 530300 Contractual Services 40,000 17,893 40,000 540300 Telephone Service Charges - Variable - 2,081 - - 540700 Postal Service 100 5,366 5,266 5,366 1 541000 Info Tech Charges - Fixed 31,770 - (12,266) 19,504 1 541600 Building & Maintenance Variable 1,000 13 - 1,000 542500 Postage 200 - - 200 543100 Advertising 20,000 7,528 - 20,000 543200 Other Promotional Activities 5,000 3,715 1,000 6,000 1 543400 Printing & Binding 5,000 6 - 5,000 544100 Equipment Rental 2,500 1,082 - 2,500 547100 Uniforms 500 - - 500 547200 Employee Expense-Travel 3,000 - - 3,000 547300 Milage Reimbursement 1,500 - - 1,500 548000 Other Services 3,000 7,142 4,500 7,500 1 550100 Office Supplies 2,000 2,999 1,500 3,500 1 550400 Operating Supplies 500 255 - 500 557100 Memberships and Subscriptions 5,500 3,180 - 5,500 557200 Official Recognition - 77 - - 557300 Training and Reference 15,000 4,905 - 15,000 581000 Payments to Other Agencies-DDB 301,370 301,367 - 301,370 Total Operating Expenditures 567,940 486,294 - 567,940 Transfers Out 590200 General Fund- Administrative 619,274 460,003 619,274 590800 Community Policing (R2001)252,550 252,550 - 252,550 590800 Community Engagements (R2002)500,000 500,000 - 500,000 590800 Economic Development- City (R2003)500,000 500,000 - 500,000 590800 Economic Development- County (R2004)335,020 335,020 - 335,020 590800 Infrastructure- City (R2005)- - 590800 Infrastructure- County (R2006)- - 590800 Transportation- City (R2007)- - 590800 Transportation- County (R2008)223,724 223,724 - 223,724 590800 Housing- City (R2009)476,021 476,021 - 476,021 590800 Housing- County (R2010)1,675,104 1,675,104 - 1,675,104 Total Transfers Out 4,581,693 4,422,422 - 4,581,693 Total Expenditures & Transfers Out 5,149,633 4,908,716 - 5,149,633 Budget Amendments to Operating Budget 1 To adjust the budget to reflect actual expenditures to date. Community Redevelopment Agency Exhibit A Third Quarter Budget Review Project Amendments Mid Year 3rd QuarterProjectAmendedProposed Amended Project Open Available Amend #Description Budget Amendments Budget To Date Encumbr Balance Status Ref R2001 Community Policing 502,550.00 - 502,550.00 422,817.96 - 79,732.04 R2002 Community Engagement 1,651,551.17 - 1,651,551.17 637,643.45 199,287.29 814,620.43 R2003 Economic Development- City 2,718,509.66 2,718,509.66 699,200.06 120,963.69 1,898,345.91 R2004 Economic Development- County 1,523,261.85 - 1,523,261.85 1,439,049.91 32,040.00 52,171.94 R2005 Infrastructure- City 351,664.32 - 351,664.32 9,114.00 - 342,550.32 R2006 Infrastructure- County 1,000,000.00 1,870,000.00 2,870,000.00 500,000.00 - 2,370,000.00 1 R2007 Transportation-City 97,629.00 - 97,629.00 - 97,629.00 R2008 Transportation- County 455,719.00 - 455,719.00 - 455,719.00 R2009 Housing- City 1,476,021.00 - 1,476,021.00 - 1,476,021.00 R2010 Housing- County 4,876,181.99 (1,870,000.00) 3,006,181.99 1,250.00 - 3,004,931.99 1 Total $14,653,087.99 $0.00 $14,653,087.99 $3,709,075.38 $352,290.98 $10,591,721.63 Budget Amendments to Projects 1 Community Redevelopment Agency CRA Capital Improvement Project FundThird Quarter Review Actual Expenditures To transfer $1,870,000 for the purchase of the Peace Memorial Church site as approved at the August 15, 2022 CRA meeting. RESOLUTION NO 22-03 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, ADOPTING THE THIRD QUARTER BUDGET AMENDMENTS FOR 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 189.016(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 THIRD QUARTER AMENDMENTS TO 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 12th day of September 2022. ____________________________ Frank V. Hibbard Chairman Approved as to form: Attest: __________________________ _____________________________ Michael Fuino Rosemarie Call CRA Attorney City Clerk Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#22-0912 Agenda Date: 9/12/2022 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Community Redevelopment Agency Agenda Number: 4.6 SUBJECT/RECOMMENDATION: Approve Tenant Improvement Grant Agreement with Sports Facilities Companies, LLC, for retention and expansion of Headquarters operation and authorize the appropriate officials to execute same. SUMMARY: Proposed project is an expansion of Sports Facilities Companies’ headquarters operation. The company currently employs 60 at its Clearwater location, anticipates adding at least 10 new jobs per year for 5 years for a total of no fewer than 50 net new jobs in 5 years. Thus, the company will lease approximately 5,600 additional square feet to accommodate the expansion. Company stated they are evaluating site locations outside of downtown area including locations in other municipalities of Pinellas and Hillsborough counties. Fiscal & Economic Analysis: Economic Development Division conducted a fiscal and economic impact analysis and finds that the project is expected to yield approximately $298,000 in net benefits to the CRA over a 10-year period and that a Tenant Improvement Grant of $100,000 will have a 29.8% rate of return, with a payback period of 4.2 years. Direct and Indirect (“Spin-off”) jobs will total an estimated 227 retained and new jobs in the Downtown area. Total capital investment, including landlord’s tenant improvement allowance, is anticipated to be $900,000. Basis for Consideration of Incentives: The proposed project is located within the Downtown Core Character District. Use of Community Redevelopment Agency (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 tax increment finance (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". Page 1 City of Clearwater Printed on 9/7/2022 File Number: ID#22-0912 About Sports Facilities Companies: Since 2003, the Sports Facilities Companies, comprised of Sports Facilities Advisory, Sports Facilities Management, and Sports Facilities Development, have been a resource for communities who want to plan, fund, develop, or operate sports, recreation, entertainment, and fitness centers. APPROPRIATION CODE AND AMOUNT: For fiscal year 2022/23, funds are available in CRA Project 3887552-R2003 - Economic Development-City. USE OF RESERVE FUNDS: N/A Page 2 City of Clearwater Printed on 9/7/2022 FACT SHEET SPORTS FACILITIES COMPANIES - 2022 EXPANSION PROJECT INFO NAICS 551114 Corporate, Subsidiary, and Regional Managing Offices SPACE 13,187 SF Office FACILITY Lease space with renovations LEASE TERM 10 BEGIN RENOVATIONS September 15, 2022 BEGIN OPERATIONS Already have local operations DESCRIPTION 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 loss 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. EMPLOYMENT 50 New Jobs 60 Retained Jobs 110 CAPITAL INVESTMENT $825,000 Buildings & Improvements $75,000 Furniture, Fixtures, & Equipment $900,000 PAYROLL $86,100 New Avg Annual Salary $83,600 Avg Annual Salary for Retained *At Full Ops in Year 5 $10.3M*Total Annual Payroll $4.8M New Annual Payroll $5.4M Retained Annual Payroll BUSINESS RETENTION & EXPANSIONProject Type OTHER - HEADQUARTERSIndustry 600 Cleveland St View larger map Map data ©2022 Report a map error ADDRESS 600 Cleveland St, Clearwater, FL 33755, USA COMPANY INFO Company Name The Sports Facilities Companies LLC Year Established 2021 State of Formation Delaware Business Structure LLC Ownership Private CURRENT OPERATIONS NAICS 551114 Space 7,578 SF Facility Lease Market Value of Property $187,588 COMPANY NOTES 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, Tenant Improvement Grant - FINAL EXHIBIT A ($150.0k) ($100.0k) ($50.0k) $0.0 $50.0k $100.0k $150.0k $200.0k 1 2 3 4 5 6 7 8 9 1010 IMPACT REPORT - CURRENT & EXPANSION SPORTS FACILITIES COMPANIES - 2022 EXPANSION Tenant Improvement Grant - FINAL BENEFITS $1,840,320 COSTS ($1,542,320) NET BENEFITS $298,000 JOBS 50.0 New Jobs @ $86,100 60.0 Retained Jobs @ $83,600 110.0 Direct Jobs @ $83,957 227.3 Total 110.0 Direct 117.3 Spin-off SALARIES $60,007 Avg $83,957 Direct $37,556 Spin-off CAPITAL INVEST. $900,000 Buildings + FF&E City of Clearwater DD Total NET BENEFITS $298,000 $298,000 Present Value $224,402 $224,402 BENEFITS 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 $1,840,320 $1,840,320 COSTS Cost of Government Services ($629,078)($629,078) Other Costs ($913,242)($913,242) Costs Subtotal ($1,542,320)($1,542,320) NON-TAX INCENTIVES Non-Tax Incentive $100,000 $100,000 Payback Period 4.2 Years 4.2 Years EXHIBIT B INCENTIVE ANALYSIS $100,000 Non-Tax Incentive $2,000 Per New Job 29.8% Rate of Return 4.2 Yrs Payback Period $100.0k $298.0k 4.2 10 Incentive Cumulative Net Benefits 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. [GM22-9311-064/293991/1] TENANT IMPROVEMENT GRANT AGREEMENT This Tenant Improvement Grant Agreement ("Agreement") is made as of September ___, 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"). W I T N E S S E T H: 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 Project. 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 III(1). If the Executive Director determines that any tenant improvement the Company seeks reimbursement for does not meet the requirements of this Section III(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 III(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 III(1), the Company must present evidence of any Tenant Improvement Allowance disbursement and exhaustion to the satisfaction of the Agency’s Executive Director. [GM22-9311-064/293991/1] 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: To the Agency: Sports Facilities Companies, LLC Community Redevelopment Agency of 600 Cleveland Street, Suite 910 the City of Clearwater Clearwater, Florida 33755 P.O. Box 4748 Clearwater, Florida 33758 Attention: Attention: Executive Director Jason Clement, CEO with copies to: City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: 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 [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: __________________________ Jon Jennings Interim Executive Director Approved as to form: Attest: ________________________ ______________________________ Michael P. Fuino Rosemarie Call CRA Attorney City Clerk COMPANY: Sports Facilities Companies, LLC. By: ________________________ Jason Clement Its: Manager and CEO STATE OF FLORIDA ] COUNTY OF PINELLAS ] The foregoing instrument was acknowledged before me this day of , 2022 by Jason Clement, who is personally known to me. My Commission expires: Notary Public