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NEIGHBORHOOD GRANT AGREEMENTNEIGHBORHOOD GRANT AGREEMENT This Neighborhood Grant Agreement ("Agreement") is made on December ( , 2024 ("the Effective Date"), by and between THE CITY OF CLEARWATER, a municipal corporation ("City"), and SAVE THE ARCHES 1925. ("Applicant") (collectively, "Parties"). WITNESSETH: WHEREAS, the Grandview Terrace neighborhood is a residential neighborhood in the City of Clearwater established in 1925; and WHEREAS, the main entrance to Grandview Terrace is the intersection of Baker Avenue and Drew Street; and WHEREAS, the entrance to Grandview Terrance is adorned by historical and ornamental arches (Arches) on the east and west side of the intersection; and WHEREAS, the condition of the Arches is poor and cracks in the concrete of the Arches are visible; and WHEREAS, residents in the neighborhood are making significant efforts to preserve the Arches by fundraising and forming a non-profit named Save The Arches 1925 to preserve the Arches; and WHEREAS, the Save the Arches 1925 has raised funds in excess of $15,000 to help fund the repair and refurbishing of the Arches; and WHEREAS, the Save the Arches 1925 requests funding support from the City of Clearwater from the Neighborhood Reinvestment grant fund to help cover a portion of the cost to repair and refurbish the Arches, and WHEREAS, the City of Clearwater agrees to provide some funding support from the Neighborhood Reinvestment fund to the Save the Arches 1925 non-profit for the sole purpose of repairing and refurbishing the Arches. 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 repair and refurbishing of the Arches by providing financial assistance to Applicant in furtherance of the City of Clearwater Strategic Plan by supporting the neighborhood identity and promoting community pride and belonging. II. APPLICANT RESPONSIBILITIES 1. Implementation of the Project. The Applicant will complete the repair and refurbishing of the Arches located near the intersection of Drew Street and Baker Avenue. Repair and refurbishing of the Arches will be in substantial conformity with the design and plans provided by Save the Arches 1925 to the City. The Applicant shall use a licensed contractor to perform the scope of repairs and refurbishment of the Arches and complete said repairs and refurbishing of the Arches no later than March 1, 2025. The City Manager may approve a written request for a three-month extension at the discretion of the City Manager. 2. Reporting. The Applicant shall submit to the City of Clearwater proof of payment to the licensed contractor performing the repair and refurbishment of the Arches. Any Program grant funds disbursed by the City but not used by the Applicant for the repair and refurbishing of the Arches by the Termination Date found in Section 9 shall be returned to the City 14 -days after the Termination Date. III. CITY RESPONSIBILITIES 1. Grant Funding. The City shall provide grant funding in the amount of $20,000.00 (twenty thousand dollars) for the repair and refurbishing of the Arches. 50% ($10,000) will be disbursed within 14 days after the Effective Date of this Agreement. The remaining 50% ($10,000) will be disbursed upon substantial completion of the repair and refurbishing of the Arches. The City of Clearwater will provide a maintenance of traffic (MOT) plan and implement the MOT at the expense of the City of Clearwater. 2. City Manager Word Final. The City Manager retains sole discretion to determine whether the Applicant has successfully submitted proper documentation as required by Section 11(2). If the City Manager or designee finds the Applicant has not successfully submitted proper documentation in compliance with Section 11(2), then the Parties agree that the City Manager's decision is final, this Agreement shall be null and void, the City shall not owe any additional grant money to the Applicant under the Program, the Applicant shall return the initial funds originally disbursed to it plus default interest at rate of 10%, and the Applicant shall have no recourse against the City. IV. APPLICANT DEFAULT 1. Failure to Implement the Program. If the Applicant fails to implement the Project in substantial compliance with the Application as required by Section 11(1), then the Parties agree that the Applicant shall be in default under this Agreement. 2. Application Misrepresentations. If the City determines, at any time and in the City's sole discretion, that any portion of the Application constituted a material misrepresentation, then the Parties agree that the Applicant shall be in default under this Agreement. 3. 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 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. 4. Notice of Default and Opportunity to Cure. The City 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. 5. City Remedies. If, after notice and an opportunity to cure, the Applicant fails to cure any of the events of default listed in Section IV of this Agreement, then the Parties agree that: a) this Agreement shall be null and void; b) that the City will have no further responsibility to the Applicant, including the responsibility to tender any remaining Program grant funds to the Applicant; c) that any Program grant funds actually tendered by the City to the Applicant shall be returned to City along with default interest at a rate of 10% starting from the date of default; and d) the Applicant shall have no recourse against the City. 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: Save the Arches 1925 1640 Ridgewood Street Clearwater, Florida 33755 Attention: Kirsten Leal, President To the City: City of Clearwater P.O. Box 4748 Clearwater, Florida 33758 Attention: Daniel Slaughter Assistant City Manager 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 City shall not constitute an Unavoidable Delay with respect to performance by the City). 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. 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 City 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 City to be sued by third parties, or as a waiver or modification of the provisions or limits of Section 768.28, Florida Statutes or the Doctrine of Sovereign Immunity. 4. Assignability; Complete Agreement. This Agreement is non -assignable by either party and constitutes the entire Agreement between the Applicant and the City 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 City and the Applicant, and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by the City 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, City, 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 City arising out of or relating to this Agreement and such service shall be made as provided by the laws of the State of Florida for service upon a nonresident; provided, however, that at the time of service on the Florida Secretary of State, a copy of such service shall be delivered to the Applicant at the address for notices as provided in Section V(1). 9. Termination. If not earlier terminated as provided in this Agreement, the term of this Agreement shall expire and this Agreement shall no longer be of any force and effect on July 1, 2025. [Remainder of Page Left Blank Intentionally] IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed in its corporate/legal name by its authorized representative or persons authorized to execute this Agreement on the date and year first above written. Save the Arches 1925 Corporation. By: CLQ irsten Leal, President STATE OF FLORIDA ] COUNTY OF PINELLA ] The foregoing instrument was acknowledged before me this 6 day of OC 2024 by v fA c-5. t !-Na:,-(P., who is personally known to me or who has produced a driver's license as identification. My Commission expire Nota ::atary Public State of Florida James E Mehr My Commission HH 428692 Expires 13/2/2%:;7 Public THE CITY OF CLEARWATER, a municipal corporation Lead Assistant City Attorney By: Attest: Jnifer Poirrier City Manager Notary Public State of Florida James E Mehr My Commission HH 428692 Expires 8/2/2027 2c tat Rosemarie Call City Clerk