TERMINATION OF BUSINESS RENOVATION GRANT PROGRAM AGREEMENT - BR-05-23TERMINATION OF BUSINESS RENOVATION GRANT PROGRAM AGREEMENT
THIS TERMINATION OF THE BUSINESS RENOVATION GRANT PROGRAM
AGREEMENT ("Termination"), entered into this (0 day otilla& , 2025 ("Effective
Date"), by and between the Community Redevelopment Agency of the City of Clearwater,
Florida (hereafter "the Agency"), whose address is P.O. Box 4748, Clearwater, Florida
33758-4748, a public body corporate and politic of the State of Florida, and ENERGY
PROFESSIONALS, LLC, whose address is 1315 Cleveland St. Clearwater, FL
33755 (hereinafter "Applicant" and together with the Agency, "the Parties").
WITNESSETH
WHEREAS, the Agency and the Applicant entered into a Business Renovation Grant
Program Agreement on March 1, 2024 (such agreement referred to as "Agreement,"
copies of which are attached to and incorporated by reference as Exhibit "A" to this
Termination); and
WHEREAS, the parties now desired to terminate the Agreement on the terms and
conditions contained here;
NOW THEREFORE, in consideration of the premises, the mutual covenants, and
promises contained herein, and other good and valuable consideration, the Applicant and
the Agency agree and covenant each with the other as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated in and
form a part of this Termination.
2. Termination of the Agreement; Release of all Claims. The Agreement is
terminated and will have no further force or effect as of the Effective Date of this
Termination. Neither of the Parties will have any further rights against, or obligations or
liabilities to the other Party or to any other Person under the Agreement, all of which
rights, obligations, and liabilities are hereby released and waived by the Parties.
3. 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:
Jim Mathers
Energy Professionals, LLC
1315 Cleveland St.
Clearwater, FL 33755
To the Agency:
Community Redevelopment Agency of
the City of Clearwater
P.O. Box 4748
Attention: Executive Director
with copies to:
City of Clearwater
P.O. Box 4748
Clearwater, Florida 33758
Attention: Clearwater City Attorney
4. Applicable Law and Construction. The laws of the State of Florida shall govern the
validity, performance, and enforcement of this Termination. This Termination has been
negotiated by the Agency and the Applicant, and the Termination, including, without
limitation, the exhibits, shall not be deemed to have been prepared by the Agency or the
Applicant, but by all equally.
5. Jurisdiction and Venue. For purposes of any suit, action or other proceeding
arising out of or relating to this Termination, the parties hereto do acknowledge, consent,
and agree that venue thereof is Pinellas County, Florida.
Each party to this Termination 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 Termination 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 Termination, 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 Termination 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
3.
IN WITNESS WHEREOF, the Applicant and the Agency have executed or caused
these presents to be executed by its respective authorized representatives to be effective
as of the day and year first above written. This Termination is executed in two original
copies of which one is to be delivered to the Applicant and one to the Agency.
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA
By:
Approved as to form:
Michael P. Fuino
CRA Attorney Clearwater
Executive Director
Rosemarie CaII
City Clerk
14-1
I ACKNOWLEDGE THAT I AM LAWFULLY AUTHORIZED TO EXECUTE THIS
TERMINATION.
the ?�� SSteg‘A U C
Printed Name and Title (if any)
Applicant Sign
Date
STATE OF'\c
Ot CORPORA re IA
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itlitt‘
COUNTY OF \\J
The foregoin instrurgent was acknowledged before me this 4day of , 2O2
, as (title if applicable) vw/...Q
of (Entity name if an) , who [ ✓] is
personally known to me or ] has produced identification.
Type of identifica
My commission ex
(Notary Seal)
duced:
Notary
ublic Signatur
Nota Public Print Name
JEANNIE D. MASTORIDES
Notary PubIlc
State of Florida
Comm# HH349644
Expires 1/22/2027
EXHIBIT # >4
BUSINESS RENOVATION GRANT AGREEMENT
BR -05-23
This Business Renovation Grant Agreement (this "Agreement") is made as of,
5� ti I- , by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of
Florida created pursuant to Part III, Chapter 163, Florida Statutes (the "Agency"), and
Energy Professionals, LLC. a Florida Profit Business (the "Applicant ")(collectively the
"Parties").
WIT NESSETH:
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 n ecessary to exercise the powers granted to
a community redevelopment agency under § 163.370, Florida Statutes; and
WHEREAS, § 163.370(2)(a), Florida Statutes provides that one such power is the
ability to make and execute contracts and other instru ments necessary or convenient to the
exercise of a commu n ity redevelopment agency's exercise of its power under the Act; an d
WHEREAS, another such power is found in § 163.370(2)(c), Florida Statutes which
provides that a commu n ity redevelopment agency may undertake and carry out community
redevelopment and related activities within the community redevelopment area; and
WHEREAS, Objective 1 E of the Clearwater Downtown Redevelopment Plan (the
Plan) provides that Cleveland Street is Downtown Clearwater's (the "Downtown's") main
street and valued for its historic character and pedestrian scale; and
WHEREAS, Objective 4D of the Plan provides that the Agency will encourage
renovation, restoration, and reuse of existing historic structures to maintain the character of
the Downtown's neighborhood; and
WHEREAS, on August 15, 2022, th e Agency implemented the Business Renovation
Grant Program (the "Program") with the goals of improving the condition and appearance
of commercial buildings, increasing the number of commercial properties that can attract
and accommodate tenants in the Downtown, and increase commercial occupancy rates
and property values which will attract new businesses to the Downtown; and
WHEREAS, the Plan also states that the City of Clearwater ("the City") will use all
Agency tools and incentives available to revitalize the Downtown; and
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WHEREAS, the Applicanti ntends to lease certain real property ("the Property") in the
Downtown for commercial use; and
VVHEREAS, on July. 2Oth, 2023, the Agency received an application from the
Applicant (the "Application"), a true and correct copy of which is attached to this Agreement
as Exhibit"A", requesting financial assistance underthe Program to renovate the property
located at 1315 Cleveland Street Clearwater, Florida 33755 (the "Property"), which roof
replacement, install AC units, repave parking area, and repair dumpster gate.
WHEREAS, the Applicant has represented that th e total one hundred and ninety-
five thousand twenty-nine dollarsand sixty cents is ($195,029.60); and
WH EREAS, the Agency finds that providingfinancial assistance for redevelopment
of blighted real property is a permissible expenditure underthe Agency's approved budget
and the Act; and
WHEREAS, the Agen cy fin ds th at th e Property currently sits in a blighted state of
existence; and
WHEREAS, th e Agency finds th at the Project comports with and furthers th e goals,
objectives, and policies of the Plan; and
NOW, THEREFORE, in consideration of the mutual promises and covenant
contained herein, the parties hereby agree as follows:
1. 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 Aareement. The purpose .of this Agreement is to further the
implementation of the Plan by providin g for the development construction , and continued
and expanded operation of the Project in substantial compliance with the Application , all
to enhance the quality of life, add new employees to the Downtown, and improve the
aesthetic and useful enjoyment of th e 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. APPLICANT RESPONSIBILITIES
1. Development of the Proiect. The Applicant shall redevelop the Property in
su bstantial complian ce with the Project and the Application .The Appli cantsh all complete
all Project work within twelve (12) months of the Effective Date.
M. AGENCY -RESPONSIBILITIES
Page 2 of 7
1. Grant Funding. The Agency shall reimburse the Applicantfor fifty percent (50%)
of the Eligible Projects Cost up to a maximum of ninety-seven thousand five hundred and
fourteen dollars arid eighty cen ts ($97,514.80) (reimbursement fu n ds") as provided under
the Program, payable within thirty (30) days 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. Tenant improvements
shall include only such iMprovements and repairs that are permanently affixed to the
Property to improve or customize commercial office space of the Property for the needs
of the Applicant.
The Agency's Director retains sole discretion to determine whether any tenant
improvements which the Applicant seeks reimbursement for actually meet the
requ tremen ts of this Section111(1). If the Director determines that anyten ant improvement
the Applicant seeks reimbursement for does not meet the requirements of this Section
111(1) then the Parties agree that the Director's decision is final, the Agency shall not owe
any monies to the Applicant for the requested reimbursement and the Applicant shall
have no recourse against the Agency.
IV. APPLICANT DEFAULT
1. Failure to Complete Proiect Work. If the Applicant fails to complete all Project
work in substantial compliance with the Project and the Application within twelve (12)
months of the Effective date, then the Parties agree that the Applicant shall be in default
underthis Agreement this Agreement shall immediately become null and void, and the
Agencywill have nofurtherresponsibilityto the AppliCant, including but riot limited to the
responsibility to tender the reimbursement funds to the Applicant.
2. Other Events of Default. In :addition to the foregoing event of default, the
occurrence of any one or more of the following events after the Effective Date shall also
.constitute an event of .default by the Company:
A. The Applicant shall make a general assign mentfor the benefit °fits creditors,
or shall admit in writing its inability to payits debts as they become due or shall
file a petition in. bankruptcy, Or shall be adjudicated a ban kru pt or insolvent, or
shafl. 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
reasonablyto contest the materiai allegations ofa petition filed against it in any
such proceeding, or shall seek or consentto or acquiesce in the appointment
of any trusteei receiver or liquidator of the Applicant or any material part of
such• entity's properties; or
B. Within sixty (60) days afterth.e commencement of arty proceeding by or against
the Applicant seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute; law or regulation, such proceeding shall not have been
dismissed or Otherwise terminated, or if, within sixty (60) days after the
appointment without the consent or acquiescence of the Applicant of any
Page 3 of 7
trustee, receiver or liquidator& any of such entities or of any material part of
any of such entity's properties, such appointment sh all not have been vacated.
3. Actency's Remedy Upon Certain Aoplicant Default '(n the event of default and if
the Applicant has failed to cure the default within the allotted time prescribed under
Section IV(4), then the Parties agree that a) this Agreen-ient shal I be null and void; b) that
theAgen cy will have no furtherresponsibilityto the Applicant, including the responsibility
to tender any remaining reimbursementfunds to the Applicant and c) that if the Agency
hastendered reimbursement funds to the Applicant, the Agency shall be entitled to the
return of all reimbursement funds plus default interest at a rate of ten percent (10%)
startingfrom the date of default
4. Notice of Defaultand Opportunity to Cure. The Agen cysh all provide written notice
of any defaultunderth is Agreement and provide the Applicanttnirty (30) days from the
date the notice is sentto cure the defau It if it is an event listed under Sections IV(2). This
notice will be deemed sentwh en 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 giiten
by either party to another shall be in writing, and shaft be sent to the office foreach party
indicated below and addressed as follows:
To. the Applicant:
Jim Mathers
Energy Professionals, LLC
Clearwater, Florida 33755
To th e Age n cy:
Community Redevelopment Agency of
the City of Clearwater
P.O. Box 4748
Attention: Director
with copies to:
City of Clearwater
PO. Box 4748
Clearwater, Florida 33758
Attention: Clearwater City Attorney
2. Unavoidable Delay. Any .delay in performance of or inability to perform any
obligation underth is Agreement (oth er than an obligation to pay money) du e to anyevent
or con clition 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 ordetin.g 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
Page 4 of 7
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 pat/ performing the obligation in question, including, without
such causesas may arise. from the act of the Other party to this Agreement, or
acts of any governmental authority (exceptth at acts Of the Agency shalt n otconstituta an
Unavoidable Delay with respect to performan ce. by the Agency).
An application by any party hereto for an extension .oflirne pursuantto th is 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 thisAgreement within th irly(30) days fol lowing th e occurrence
of the event or condition causing the Unavoidable Delay or thirty (30) days following the
party becoming aware (or with the exercise of reasonable diligence should have become
aware) of such occu rren de.
The pony shall be entitled tip 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 on lyto the exten tth at anysuch occu nen ce 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 Applicantthen the
Agency's Executive Director is authorized to grant an extension of time for an
Unavoidable Delay for a period of up to six (6) months. Any further requests for
extensions of time from the Applicant must be agreed to and approved by the AgenWs
trustees.
3. •Indemnifibation. •The Applicant agrees to assume all risks of inherent in this
Agreement and all liabilitytherefore, and shall defend, indemnify, and hold harmlessthe
Agency and the City of a Clearwater, a municipal corporation (Lthe 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 iirnitin:g th e generality of the foregoing, death of any person and less of
the use of any property, exceptclaims arisin g from the n egl igence of the Agen cy, the City;
or the Agency's or the City's agents or emoioyees. This includes, but is not limited to,
matters arising out of or claimed to have been caused by or in any mannerrelated 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
whetheror not based on negligende. Nothing herein shall be coo-hied as consent by
the Agencyor the City to be sued by third parties, or as a waiver or modification of the
provisions or limits of Section 76.828, Florida Statutes, or the Doctrine of Sovereign
lmmu nity.
4. Assignability; Complete Agreement This Agreement is non-assignable by either
party and constitutes the entire Agreement between the Applicantand the Agency and all
prier 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. Tb e laws of the State of Florida Shall govern the
validity, performance, end enforcement of this Agreement This Agreement has been
Page.5-of 7
negotiated by the Agency and the Applicant and the Agreement, including, without
limitation, the exhibits, shall notbe deemed to have been prepared by the Agen cy or the
Applicant, but by all equally.
6. Severabilitv. 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.
T. •Amendments. This Agreement cannot be changed or revised except by written
amendment signed by the Parties hereto.
8. Jurisdiction and Venue. For purposes of any suit, action or other proceeding
arising out of or relatin g 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 th ereof and to the jurisdiction of the United States
District Cou rtfor the Middle District of Florida, for the purposes of any su it, 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
inconveni6ntforu m or th at th e venue of such action is improper or that the subject matter
thereof may not be enforcedin 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 pemtitted 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 h ereby designates the Secretary of State,
State of Florida, its agentfor the service of process in any court action between it and the
Agency arising out of or relating b this Agreement and such service shall be made as
provided by the laws of the State of Honda 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 Applicantat 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 thisAgreement shall no I on gerbe of anyforce and effect
on two years of the anniversary Effective Date.
COMMUNITY REDEVELOPMENT .AGENCY
OF THE CITY OF CLEARWATER, FLORIDA
By:'
Jesu Nino, CRA Executive Director
Community Redevelopment Agency
Page. 6 of 7
Approved as to form: Attest:
Michael P. Fuino
CRA Attorney
Applicant
By:
Title:
Its:
.4
• Rosemarie Call ‘` ovELo°,i4
City Clerk
4 a`l'O>epR .V T�
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usiness Owner
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Address
STATE OF FLORIDA 1
COUNTY OF PINELLAS
The foregoing instrument was arknowledged before me by means of
physical
day of l` (�.c .by.2i a -`t"
presence or online notarization, this 1
Y PUBLIC
My Commission Expires:
Personally Known
Type of Identification Produced
JEANN1E D. MASTORIDES
Notary Public
State of Florida
Comm* HH349644
Wires 1/22/2027
OR Produced Identification X
Notary Public
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