COMMERCIAL IMPROVEMENT GRANT AGREEMENT - NG-C-25-01COMMERCIAL IMPROVEMENT GRANT AGREEMENT
NG -C-25-01
This Commercial Improvement Grant Agreement (this "Agreement") is made as of
Max!; ZULS (the "Effective Date"), by and between THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of
the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes (the "Agency"), and
TORI AND TIMOTHY CHARLES, husband and wife (the "Applicant ")(collectively the Agency
and the Applicant are the "Parties").
WITNESSETH:
WHEREAS, the Agency was created to implement community redevelopment activities as
provided in the Florida Community Redevelopment Act of 1969 (the "Act") codified at Chapter 163,
Part III, Florida Statutes; and
WHEREAS, on January 12, 2023, the Agency adopted the North Greenwood Community
Redevelopment Area Plan (the "Plan"); and
WHEREAS, in furtherance of the Plan, the Agency has established the Commercial Grant
Program (the "Program") to provide grants to businesses and commercial property owners located
in the North Greenwood Community Redevelopment Area (the "Redevelopment Area") for such
businesses and owners to make building, structural, and site improvements to their properties; and
WHEREAS, the Agency has approved a grant to the Applicant in an amount not to exceed
$74,516.91 in financial assistance under the Program to provide building and site improvements to
the property located at 1215 N Martin Luther King Jr. Ave. Clearwater, FL 33755 (the "Property").
WHEREAS, The grant will be used for the activities listed below at the Property (the
"Project") as further detailed in the Applicant's grant application and plan specifications attached
hereto as Exhibit "C" (the "Specifications"):
• Repair Exterior Doors
• Exterior Painting
• Repave/Repair Parking Lot
• City of Clearwater H2O Meter
• 3 Phase Electric (Separate Meters)
• Fencing (Materials Only)
; and
WHEREAS, the Agency finds that providing financial assistance for the commercial
improvement of the Property is a permissible use of the Agency's funds; and
WHEREAS, the Agency finds that the Project comports with and furthers the goals,
objectives, and policies of the Plan; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the Parties hereby agree as follows:
1
I. GENERAL
1. Recitals. The foregoing recitals are true and correct and are incorporated in and form a
part of this Agreement.
2. Purpose of Agreement. The purpose of this Agreement is to further the implementation of
the Plan by the completion of the Project.
3. Legal Description. The legal description for the Property is attached hereto as Exhibit "A".
II. APPLICANT WARRANTIES AND RESPONSIBILITIES
1. Development of the Project. The Applicant shall complete the Project in accordance with the
Specifications and the grant application. The Applicant shall complete all Project work within
three hundred and sixty-five (365) days from the date of application approval. Such
completion shall be evidenced by receipt of a Finding of Project Completion from the Agency.
A Finding of Project Completion shall be granted in accordance with the criteria contained in
the Agency's Commercial Grant Program Policy attached hereto as Exhibit "B" (the "Policy").
The date of application approval shall be the Effective Date.
2. Applicant's Project Contribution. As a condition of receiving reimbursement grant funding
from the Agency, the Applicant shall provide seven thousand five hundred dollars and zero
cents ($7,500.00) in monetary contribution (the "Monetary Contribution") toward the Project.
Evidence of expenditure of Applicant's contribution towards the Project shall be submitted to
the Agency's satisfaction before disbursement of the Agency's grant funding.
Notwithstanding the foregoing, the Applicant may have the Monetary Contribution waived or
reduced if the Applicant completes certain community service acts in accordance with the
Policy.
The Applicant has agreed to complete thirteen (13) hours of community service ("Hours")
reducing the Monetary Contribution to three thousand seven hundred fifty dollars and zero
cents ($3,750.00) (the "Reduced Contribution"). In the event the Applicant is unable to
provide the number of Hours agreed to herein, the Reduced Contribution shall be calculated
only through the number of Hours actually provided. The difference between the Monetary
Contribution and the Reduced Contribution shall be added to the balance of the Applicant's
available grant funds. For avoidance of doubt, the amount that can be added to the Applicant's
available grant funds is the amount of money that is subtracted out of the Monetary
Contribution for the completion of Hours to calculate the Reduced Contribution. Proof of
completion of Hours shall be provided to the Agency before release of grant funds.
3. Warranties of the Applicant. The Applicant warrants that the following information is true and
correct:
a. The Applicant is the owner of or has a leasehold interest in the Property;
2
b. The Applicant's business is a permitted use under the City's Community Development Code;
c. The Applicant is current on their property taxes for the Property and business fees;
d. The Property has no outstanding code enforcement or building code violations or the
Applicant has made the Agency aware of such violations and the Agency has agreed to allow
the Project to move forward as the renovations will remediate any violations;
e. The Property is free of code enforcement or other municipal liens;
f. The business or proposed new business on the Property is an independently owned and
operated local business. If the business is an independently owned and operated franchise and
other franchise locations associated with the brand exist, such locations shall only be located
within the municipal boundaries of the City;
g. The Property is located in the Redevelopment Area; and
h. In accordance with the Policy, the Applicant has not received more than $75,000.00 in CRA
grant funding within the preceding 12 -month rolling year and will not exceed this threshold
by obtaining grant funding under this Agreement.
III. AGENCY RESPONSIBILITIES
Grant Funding. The Agency shall reimburse the Applicant for the Project's eligible costs up to a
base amount of seventy thousand seven hundred sixty-six dollars and ninety-one cents
($70,766.91). Depending upon the number of Hours completed, the Applicant may receive up to
an additional $3,750.00 in grant funds for a total grant not to exceed seventy-four thousand five
hundred sixteen dollars and ninety-one cents ($74,516.91) (collectively the "Grant Funds"). The
Grant Funds shall be payable within thirty (30) days of receipt of a fully completed reimbursement
request after the issuance of a Finding of Project Completion by the Agency assuming the
Applicant has also complied with Section II of this Agreement where applicable.
1. Upon agreement between the Agency and the Applicant, the Agency may provide the Grant
Funds directly to any approved licensed contractor or vendor in lieu of providing the Grant Funds
to the Applicant. Notwithstanding Paragraph 1 of this section, The Agency's director (the
"Director") may allow earlier draw requests of the Grant Funds to approved licensed contractors
or vendors in accordance with the Policy. However, the Grant Funds disbursed to a contractor or
vendor shall not be disbursed more frequently than once every thirty (30) days. The Parties
understand and agree that nothing in this Agreement creates any contractual relationship between
the Agency and any contractor or vendor and the Agency shall not be liable for any monies owed
to any contractor or vendor. The ability of the Agency to pay the contractor or vendor directly is
only for the sake of convenience to the Applicant and the Applicant remains exclusively liable for
any funds owed to the contractor.
2. If the Director determines that a reimbursement request for the Grant Funds does not meet
the requirements of this Agreement or the Policy, then the Parties agree that the Agency shall not
owe any monies to the Applicant for the requested reimbursement, the Applicant shall have no
recourse against the Agency, and the Director's decision shall be final without any means of
appeal.
IV. APPLICANT DEFAULT
3
1. Failure to Timely Complete the Project. If the Applicant fails to obtain a Finding of Project
Completion within three hundred and sixty-five (365) days of the date of application approval,
then the Parties agree that the Applicant shall be in default under this Agreement without notice or
opportunity to cure the default. An extension to this timeframe may be granted by the Director for
good cause if the Applicant submits a written request for such an extension before the expiration
of the three hundred and sixty-five (365) day period.
2. Other Events of Default. In addition to the foregoing event of default, the occurrence of
any one or more of the following events shall also constitute an event of default by the Applicant:
A. The Applicant makes a general assignment for the benefit of its creditors, or admits in
writing its inability to pay its debts as they become due or files a petition in bankruptcy,
or is adjudicated a bankrupt or insolvent, or files a petition seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under
any present or future statute, law or regulation or files an answer admitting, or fails
reasonably to contest, the material allegations of a petition filed against it in any such
proceeding, or seeks or consents to or acquiesce in the appointment of any trustee,
receiver or liquidator of the Applicant or any material part of such entity's properties;
B. Within sixty (60) days after the commencement of any proceeding by or against the
Applicant seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future statute, law or
regulation, such proceeding shall not have been dismissed or otherwise terminated, or
if, within sixty (60) days after the appointment without the consent or acquiescence of
the Applicant or any trustee, receiver or liquidator of any such entities or of any material
part of any such entity's properties, such appointment shall not have been vacated; or
C. A breach by the Applicant of any other term, condition, requirement, or warranty of
this Agreement or the Policy.
3. Agency's Remedy Upon Certain Applicant Default. In the event of default and if the
Applicant has failed to cure the default within the allotted time prescribed under Section IV,
Paragraph 4 (if applicable), then the Parties agree that: a) this Agreement shall be null and void;
b) that the Agency will have no further responsibility to the Applicant, including the responsibility
to tender any remaining amounts of the Grant Funds to the Applicant; and c) that if the Agency
has tendered any of the Grant Funds to the Applicant, the Agency shall be entitled to the return of
all the Grant Funds plus default interest at a rate of ten percent (10%) starting from the date of
default. The remedial provisions shall survive the termination of this Agreement.
4. Notice of Default and Opportunity to Cure. The Agency shall provide written notice of a
default under Section IV, Paragraph 2 of this Agreement and provide the Applicant thirty (30) days
from the date the notice is sent to cure such a default. This notice will be deemed received 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
4
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:
Tori and Timothy Charles
1507 Cedar Street
Safety Harbor, FL 34695
To the Agency:
Community Redevelopment Agency of
the City 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: Clearwater City Attorney's Office
2. Unavoidable Delay. Any delay in performance of or inability to perform any obligation
under this Agreement (other than an obligation to pay money) due to any event or condition
described in this section as an event of "Unavoidable Delay" shall be excused in the manner
provided in this section.
"Unavoidable Delay" means any of the following events or conditions or any combination
thereof: acts of God, acts of the public enemy, riot, insurrection, war, pestilence,
archaeological excavations required by law, unavailability of materials after timely ordering
of same, building moratoria, epidemics, quarantine restrictions, freight embargoes, fire,
lightning, hurricanes, earthquakes, tornadoes, floods, extremely abnormal and excessively
inclement weather (as indicated by the records of the local weather bureau for a five year
period preceding the Effective Date), strikes or labor disturbances, delays due to
proceedings under Chapters 73 and 74, Florida Statutes, restoration in connection with any
of the foregoing or any other cause beyond the reasonable control of the party performing
the obligation in question, including, without limitation, such causes as may arise from the
act of the other party to this Agreement, or acts of any governmental authority (except that
acts of the Agency shall not constitute an Unavoidable Delay with respect to performance
by the Agency).
An application by any party hereto for an extension of time pursuant to this section must be
in writing, must set forth in detail the reasons and causes of delay, and must be filed with
the other party to this Agreement within thirty (30) days following the occurrence of the
event or condition causing the Unavoidable Delay or thirty (30) days following the 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
5
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 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 under this section must be
agreed to and approved by the Agency's Board of Trustees.
3. Indemnification. The Applicant agrees to assume all inherent risks of this Agreement and
all liability therefore, and shall defend, indemnify, and hold harmless the Agency and the
City of Clearwater, Florida, a Florida municipal corporation ("the City"), and the Agency's
and the City's officers, agents, and employees from and against any and all claims of loss,
liability and damages of whatever nature, to persons and property, including, without
limiting the generality of the foregoing, death of any person and loss of the use of any
property, except claims arising from the negligence of the Agency, the City, or the Agency's
or the City's agents or employees. This includes, but is not limited to, matters arising out of
or claimed to have been caused by or in any manner related to the Applicant's activities or
those of any approved or unapproved invitee, contractor, subcontractor, or other person
approved, authorized, or permitted by the Applicant whether or not based on negligence.
Nothing herein shall be construed as consent by the Agency or the City to be sued by third
parties, or as a waiver or modification of the provisions or limits of Section 768.28, Florida
Statutes, or the Doctrine of Sovereign Immunity.
4. Assignability; Complete Agreement. This Agreement is non -assignable by either party and
constitutes the entire Agreement between the Applicant and the Agency and all prior or
contemporaneous oral and written agreements or representations of any nature with
reference to the subject of this 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 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 part of this Agreement.
7. Amendments. This Agreement cannot be changed or revised except by written amendment
signed by the Parties.
8. Jurisdiction and Venue. For purposes of any suit, action or other proceeding arising out of
or relating to this Agreement, the Parties 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
6
proceeding arising out of or relating to this Agreement and hereby agrees not to assert by
way of a motion as a defense or otherwise that such action is brought in an inconvenient
forum or that the venue of such action is improper or that the subject matter thereof may not
be enforced in or by such courts.
If, at any time during the term of this Agreement, the Applicant is not a resident of the State
of Florida or has no office, employee, agency, registered agent or general partner thereof
available for service of process as a resident of the State of Florida, or if any permitted
assignee thereof shall be a foreign corporation, partnership or other entity or shall have no
officer, employee, agent, or general partner available for service of process in the State of
Florida, the Applicant hereby designates the Secretary of State, State of Florida, its agent
for the service of process in any court action between it and the Agency arising out of or
relating to this Agreement and such service shall be made as provided by the laws of the
State of Florida for service upon a nonresident; provided, however, that at the time of service
on the Florida Secretary of State, a copy of such service shall be delivered to the Applicant
at the address for notices as provided in Section V, Paragraph 1.
9. Termination. If not earlier terminated as provided in this Agreement, this Agreement shall
expire and shall no longer be of any force and effect three hundred and sixty-five (365) days
from the anniversary of the date of application approval.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date
and year first above written.
(CRA SIGNATURE PAGE)
Approved as to form:
Matthew J. Mytych, Esq.
CRA Attorney S% /4
5
Date:
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA,
a public body corporate and politic of the State of
Florida.
By:
Bruce Rector
Chairman
Date:
,4 t 2S
Attest:
(APPLICANT SIGNATURE PAGE)
By: cJ C jL
Print name: 6 r C V. C.r I F S
Title: Ota
Date: 3-z -ZGJ
By:. .G.•a
Print name: ry c,ln CXr ICS
Title: Ow
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowl dged before me by means's physical presence or L online
notarization, thisgi- �ay of ` na (7 , 2025 by '"-(J r; ha - (€,S and-
, who ❑ is/are personally known to or j who has/have produced a driver's
license as identification.
(NOTARIAL SEAL)
I EMBER EASTLAKE I
• ; Notary Public - State of Ploride
A '•'."7,44,r‘;°!;•1
'�7,44,' Commission 4 573898
` r}/, -1N My Comm. Expires Aug 5, 2028 P
Bonded through National Notary Assn.
8
Notary Public, State o Florida
Name of Notary:
My Commission Expires:
My Commission No.:
EXHIBIT "A"
LEGAL DESCRIPTION
9
EXHIBIT "B"
COMMERCIAL EXTERIOR IMPROVEMENT GRANT PROGRAM POLICY
10
EXHIBIT "C"
GRANT APPLICATION AND PLAN SPECIFICATIONS
11