PLACEMAKING GRANT PROGRAM AGREEMENTPLACEMAKING GRANT PROGRAM AGREEMENT
This Placemaking Grant Agreement ("Agreement") is made as of June 12, 2023 ("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
Clearwater Community Sailing Association, Inc. ("Applicant').
WITNESSETH:
WHEREAS, the Agency was created to implement the community redevelopment
activities in the Florida Community Redevelopment Act of 1969 ("the Act") codified at
Chapter 163, Part III, Florida Statutes; and
WHEREAS, § 163.387(6)(c)4, Florida Statutes provides that the budget of a
community redevelopment agency may provide for clearance and preparation of any
redevelopment area for redevelopment; and
WHEREAS, § 163.387(6)(c)9, Florida Statutes provides that the budget of a
community redevelopment agency may provide for payment undertakings described in a
redevelopment plan and for expenses that are necessary to exercise the powers granted to
a community redevelopment agency under § 163.370, Fla. Stat.; and
WHEREAS, § 163.370(2)(a), Florida Statutes provides that one such power is the
ability to make and execute contracts and other instruments necessary or convenient to the
exercise of a community redevelopment agency's exercise of its power under the Act; and
WHEREAS, another such power is found in § 163.370(2)(c), Florida Statutes which
provides that a community redevelopment agency may undertake and carry out community
redevelopment and related activities within the community redevelopment area; and
WHEREAS, on March 14, 2022, the Agency implemented the Placemaking and
Resident Engagement Grant Program ("the Program") with the goals of infusing downtown
with innovative and thriving public spaces, increasing and diversifying placernaking within
downtown, and providing opportunities for groups to take pride in their community; and
WHEREAS, on June 12, 2023, the Agency received an application from the
Applicant, a true and correct copy of which is attached to this Agreement as Exhibit "A",
requesting financial assistance under the Program to develop a Placemaking initiative
located at Station Square Park at 612 Cleveland Street ("the Property"), which includes The
Clearwater Community Sailing Center (CCSC) will create and manage a summer seasonal
pop-up art display featuring 3 Opti Boats with sails that have been enhanced with painted
murals displaying local marine wildlife. The boats have been retrofitted as planter boxes with
the sails securely stabilized in place ("the Project"); and
WHEREAS, the Applicant has represented that the total cost of the Project will not
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exceed $20,000; and
WHEREAS, the Agency finds that providing financial assistance for the development
of this Placemaking initiative is a permissible expenditure under the Agency's approved
budget and the Act; and
WHEREAS, the Agency finds that the Project comports with and furthers the goals,
objectives, and policies of the Plan;
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 Placemaking Grant Program by providing for the development,
construction, operation, and maintenance of the Project in substantial compliance with
the Application, all to enhance the quality of life and useful enjoyment of the Downtown,
all in accordance with and in furtherance of the Plan and as authorized by and in
accordance with the Act.
II. APPLICANT RESPONSIBILITIES
1. Development of the Project. The Applicant shall enhance the Property in
substantial compliance with the Project and the Application.
2. Applicant will complete the project installation prior to June 26, 2023.
3. Throughout the display period the applicant will complete ongoing onsite
inspections to ensure the project is maintained, free of graffiti/vandalism, clean and
ensure plant material is healthy and replaced as needed.
4. Applicant will organize and manage a community event to celebrate this project
prior to July 31, 2023.
5. Applicant will remove sails when inclement weather conditions are expected and
return the sails back on display after weather conditions have improved.
6. Applicant will remove the project and return the property back to its pre project
condition by September 22, 2023.
III. AGENCY RESPONSIBILITIES
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1. Grant Funding. The Agency shall reimburse the Applicant 100% of the project cost
up to $20,000.00, to be paid using the following payment schedule:
$10,000 — paid on execution of agreement as project seed funding.
Itemized invoices showing project costs to be submitted paid on reimbursement and
review of expenses as outlined in project budget.
August 4, 2023 — not to exceed $5,000.00
October 6, 2023 — not to exceed $5,000.00
Invoices payable within thirty (30) after verification by the Agency that the Project work
has been completed and evidence that the Applicant has actually incurred these
Project costs to the satisfaction of the Agency's Director.
2. Watering Services. Ongoing hand watering services of the planter beds within the
boats.
3. Agency Director Word Final. The Agency's Director retains sole discretion to
determine whether monies which the Applicant seeks reimbursement for actually meet
the requirements of this Section 111(1). If the Director determines that any monies the
Applicant seeks reimbursement for does not meet the requirements of this Section 111(1)
then the Parties agree that the Director's decision is final, the Agency shall not owe any
monies to the Applicant for the requested reimbursement, and the Applicant shall have
no recourse against the Agency.
IV. APPLICANT DEFAULT
1. Failure to Complete Project Work. If the Applicant fails to complete all Project
work in substantial compliance with the Project and the Application within 30 days of the
Effective date, then the Parties agree that the Applicant shall be in default under this
Agreement, this Agreement shall immediately become null and void, and the Agency will
have no further responsibility to the Applicant, including but not limited to the responsibility
to tender the reimbursement funds to the Applicant.
2. Other Events of Default. In addition to the foregoing, the occurrence of any one or
more of the following after the Effective Date shall also constitute an event of default by
the Applicant:
A. The Applicant shall make a general assignment for the benefit of its creditors,
or shall admit in writing its inability to pay its debts as they become due or shall
file a petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or
shall file a petition seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law or regulation or shall file an answer admitting, or shall fail
reasonably to contest, the material allegations of a petition filed against it in any
such proceeding, or shall seek or consent to or acquiesce in the appointment
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of any trustee, receiver or liquidator of the Applicant or any material part of such
entity's properties; or
B. Within 60 days after the commencement of any proceeding by or against the
Applicant seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, such proceeding shall not have been
dismissed or otherwise terminated, or if, within 60 days after the appointment
without the consent or acquiescence of the Applicant of any trustee, receiver
or liquidator of any of such entities or of any material part of any of such entity's
properties, such appointment shall not have been vacated.
If the event of default is one of the events listed in Section IV(2) then the parties agree
that: a) this Agreement shall be null and void; b) that the Agency will have no further
responsibility to the Applicant, including the responsibility to tender the reimbursement
funds to the Applicant; and c) that if the Agency has tendered reimbursement funds to the
Applicant, then the Agency shall be entitled to return of all reimbursement funds plus
default interest at a rate of 10% starting from the date of default.
3. Notice of Default and Opportunity to Cure. The Agency shall provide written notice
of any default under this Agreement and provide the Applicant 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 Applicant's notice address or when delivered to the Applicant if sent by a
different means.
V. MISCELLANEOUS
1. Notices. All notices, demands, requests for approvals or other communications
given by either party to another shall be in writing, and shall be sent to the office for each
party indicated below and addressed as follows:
To the Applicant:
Clearwater Community Sailing
Association, Inc.
1001 Gulf Blvd.
Clearwater, FL 33767
Attention:
Pat Winkelman
Board Member
[MU21-9311-058/303640/1 ]
To the Agency:
Community Redevelopment Agency
of Clearwater
P.O. Box 4748
Clearwater, Florida 33758
Attention: Executive Director
with copies to:
City of Clearwater
P.O. Box 4748
Clearwater, Florida 33758
Attention: City Attorney
2. Unavoidable Delay. Any delay in performance of or inability to perform any
obligation under this Agreement (other than an obligation to pay money) due to any event
or condition described in this Section as an event of "Unavoidable Delay" shall be excused
in the manner provided in this Section.
"Unavoidable Delay" means any of the following events or conditions or any
combination thereof: acts of God, acts of the public enemy, riot, insurrection, war,
pestilence, archaeological excavations required by law, unavailability of materials after
timely ordering of same, building moratoria, epidemics, quarantine restrictions, freight
embargoes, fire, lightning, hurricanes, earthquakes, tornadoes, floods, extremely
abnormal and excessively inclement weather (as indicated by the records of the local
weather bureau for a five year period preceding the Effective Date), strikes or labor
disturbances, delays due to proceedings under Chapters 73 and 74, Florida Statutes,
restoration in connection with any of the foregoing or any other cause beyond the
reasonable control of the party performing the obligation in question, including, without
limitation, such causes as may arise from the act of the other party to this Agreement, or
acts of any governmental authority (except that acts of the Agency shall not constitute an
Unavoidable Delay with respect to performance by the Agency).
An application by any party hereto for an extension of time pursuant to this Section
must be in writing, must set forth in detail the reasons and causes of delay, and must be
filed with the other party to this Agreement within 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 Applicant then the
Agency's Executive Director is authorized to grant an extension of time for an
Unavoidable Delay for a period of up to 6 months. Any further requests for extensions of
time from the Applicant must be approved by the Agency's trustees.
3. Indemnification. The Applicant agrees to assume all risks of inherent in this
Agreement and all liability therefore, and shall defend, indemnify, and hold harmless the
Agency and the City of Clearwater, a municipal corporation ("the City"), and the Agency's
and the City's officers, agents, and employees from and against any and all claims of
loss, liability and damages of whatever nature, to persons and property, including, without
limiting the generality of the foregoing, death of any person and loss of the use of any
property. This includes, but is not limited to, matters arising out of or claimed to have been
caused by or in any manner related to the Applicant's activities or those of any approved
or unapproved invitee, contractor, subcontractor, or other person approved, authorized,
or permitted by the Applicant whether or not based on negligence. Nothing herein shall
be construed as consent by the Agency or the City to be sued by third parties, or as a
[M U21-9311-058/30364011 l
waiver or modification of the provisions or limits of Section 768.28, Florida Statutes or the
Doctrine of Sovereign Immunity.
4. Assignabilit‘r Complete Agreement. This Agreement is non -assignable by either
party and constitutes the entire Agreement between the Applicant and the Agency and all
prior or contemporaneous oral and written agreements or representations of any nature
with reference to the subject of the agreement are canceled and superseded by the
provisions of this agreement.
5. Applicable Law and Construction. The laws of the State of Florida shall govern the
validity, performance, and enforcement of this Agreement. This Agreement has been
negotiated by the Agency and the Applicant, and the Agreement, including, without
limitation, the Exhibits, shall not be deemed to have been prepared by the Agency or the
Applicant, but by all equally.
6. Severability. Should any section or part of any section of this Agreement be
rendered void, invalid, or unenforceable by any court of law, for any reason, such a
determination shall not render void, invalid, or unenforceable any other section or any
part of any section in this Agreement.
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 Applicant is not a resident of
the State of Florida or has no office, employee, agency, registered agent or general
partner thereof available for service of process as a resident of the State of Florida, or if
any permitted assignee thereof shall be a foreign corporation, partnership or other entity
or shall have no officer, employee, agent, or general partner available for service of
process in the State of Florida, the Applicant hereby designates the Secretary of State,
State of Florida, its agent for the service of process in any court action between it and the
Agency arising out of or relating to this Agreement and such service shall be made as
provided by the laws of the State of Florida for service upon a nonresident; provided,
however, that at the time of service on the Florida Secretary of State, a copy of such
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service shall be delivered to the Applicant 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 120 DAYS FROM June 12, 2023.
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CL WATER, FLORIDA
D ��' - Matthews
By:
Approved as to form: Attest:
Executive Director
Michael P. Fuino To1:Rosemarie Call
CRA Attorney City Clerk
APPLICANT: Pat Winkelman
Board Member
Clearwate C,ommunity Sailing Association, Inc.
By:
Its:
STATE OF FLORIDA
COUNTY OF PINELLAS
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The foregoing instrument was acknowledged before me/this 1P day of
��/� , 2023 by i04141 �k 'w. dfc /'m",
who is personally known to me or who has produced a driver's license as identification.
My Commission expires: o 74.071-01-
Notary Public
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[M U 21-9311-058/303640/1 ]
MARK GIRARD ROBESON
Notary Public, State of Florida
Commission# HH 313846
My comm. expires Sept. 20, 2026