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INTERLOCAL AGREEMENT TO IMPLEMENT THE COMMUNITY REDEVELOPMENT ACTIVITIESINTERLOCAL AGREEMENT This Interlocal Agreement ("Agreement") is made as of ("the Effective Date"), by and between PINELLAS COUNTY, a political subdivision of the State of Florida ("County"), the CITY OF CLEARWATER, a municipal corporation ("City"), 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 the CLEARWATER HOUSING AUTHORITY, a quasi -municipal corporation created pursuant to Chapter 421, Florida Statutes ("CHA"). WITNESSETH: WHEREAS, the Agency was created to implement the community redevelopment activities in the Florida Community Redevelopment Act of 1969 codified at Chapter 163, Part III, Florida Statutes; and WHEREAS, § 163.380(1), Florida Statutes provides that a community redevelopment agency may sell, lease, dispose of, or otherwise transfer real property or any interest acquired in the real property for community development in a community redevelopment area to any private person; and WHEREAS, § 163.380(2), Florida Statutes provides that such real property shall be sold, leased, or otherwise transferred at a value determined to be in the public interest and that if the value of such real property is disposed for less than fair value, such disposition shall require the approval of the governing body at a duly noticed public hearing; and WHEREAS, § 163.380(3)(a), Florida Statutes provides that prior to disposition of such real property the community redevelopment agency must give notice of disposition by publication in a newspaper having a general circulation in the community and invite proposals from private redevelopers or any persons interested in undertaking to redevelop or rehabilitate a community redevelopment area or any part thereof; and WHEREAS, on April 17, 2020 the Agency released Request for Proposals #53-20 by publication in a newspaper having a general circulation in Clearwater, Florida requesting proposals to redevelop the real property commonly referred to as 306 South Washington Avenue, Clearwater, FL 33756 ("the Land") for a mixed-use or apartment development with a focus on workforce and market rate housing, the opportunity for shared parking to serve surrounding restaurant/retail businesses, construction to begin in 2021 and ample outdoor amenity space; and WHEREAS, SP CLEARWATER WFH, LLC, a Florida limited liability company ("the Developer") submitted a proposal for redevelopment of the real property as an apartment development with a focus on workforce and market rate housing on September 10, 2020 ("the Project"); and 1 WHEREAS, representatives of the Agency and the City of Clearwater met on September 18, 2020 to evaluate the Project and to make a recommendation to the Agency of whether to accept or reject the Project; and WHEREAS, representatives of the Agency and the City of Clearwater recommended approval the Developer's proposal; and WHEREAS, on August 28, 2020 the Developer applied for Penny IV Pinellas funds to assist with the construction and development of the Project; and WHEREAS, on the County accepted the Developer's Penny IV Pinellas funds application and awarded the Developer $ to assist with the construction and development of the Project; and WHEREAS, it has become apparent that for the approved plan for the development of the Project will not provide result in Tong -term financial stability for the operations of the Project; and WHEREAS, the City, the CRA and the County agree that the Project is needed to alleviate the significant shortage of affordable housing in the City; and WHERAS, the CHA has agreed to take over the development of the Project and operate and manage the Project for the benefit of the CHA, the City, the Agency and the County; and WHEREAS, the development of the Project and the operation and management of the Project by the CHA is in the best interests of the City, the Agency and the County and will serve a paramount public purpose through the development of sustainable affordable housing in the City; and WHEREAS, all parties to this Agreement agree that there is a need for the Project and that the parties further desire for the CHA to become the owner and manager of the Project; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: 1. Public Need and Purpose. The parties acknowledge and agree that this Agreement satisfies, fulfills, and is pursuant to and for a paramount public purpose and municipal purpose and that the Project is in the public interest, and is a proper exercise of the County's, the City's, the Agency's, and CHA's power and authority under Chapters 125, 166, 163, and 421, Florida Statutes, respectively. 2. Transfer of the Land; Restrictions. The Agency agrees to transfer the Land to a land trust created by the County for the purchase price of $3,460,000.00. The County agrees to enter into a ground lease with the CHA (or its affiliated entity) pursuant to a ground lease 2 agreement between the parties that is acceptable to the County, the City, the CHA and the Agency and containing terms consistent with the County land trust program as applied to ground leases to public entities, including public housing authorities and their affiliates. 3. County. Agency and City Contributions to the Project. The County agrees to contribute the Penny IV Pinellas funds toward the construction and development of the Project. The City agrees to contribute a $880,000.00 HOME loan toward construction and development of the Project. The Agency agrees to contribute the proceeds from the sale of the Land to the land trust toward the construction and development of the Project. 4. Development Agreement; Assignment. It is anticipated that the Agency and the CHA will enter into a development agreement with the Developer for construction and development of the Project. 5. Ad Valorem Exemption; Net Surplus Revenue Sharing. Pursuant to Chapter 423, Florida Statutes, the Project will be exempt from ad valorem taxation for so long as the CHA owns the Project. The parties further agree that the Net Surplus Revenues of the Project (defined below) will be shared among the CHA, the City, the Agency and the County as follows: a. 50% of the Net Surplus Revenues of the Project, up to but not exceeding an amount equal to $400 per unit shall be paid to the City ($100 per unit), the Agency ($100 per unit) and the County ($200 per unit); provided that in the event Net Surplus Revenues of the Project are insufficient in any year to make full payment, the respective amounts payable to the City, the Agency and the County shall be reduced proportionately. If, during the term of this Agreement, the Agency ceases to exist, the City's portion of the annual payment shall be increased to include what would have been the Agency's share. b. 50% of the Net Surplus Revenues of the Project shall be retained by the CHA and used for any purpose consistent with Chapter 421, Florida Statutes For purposes hereof, the term "Net Surplus Revenues of the Project" shall mean the net cash income of the Project after the payment of all operating expenses (including management fee of not in excess of 6%), funding or replenishment of operating, debt service and replacement reserves for the Project, required payment of debt service (including redemption of bonds issued for the construction of the Project). Notwithstanding the foregoing, payments under this Section shall be further limited to the extent necessary to comply with any covenants required in connection with the financing of the Project, including minimum debt service coverage and liquidity requirements. Payments to be made under this Section shall be due and payable within [60] days of the completion of the annual financial statements for the Project (which may be part of the CHA's annual financial statements) with payments commencing after completion of the first full year following stabilization of the Project (meaning attaining 3 a debt service coverage ratio of at least 1.15 and occupancy levels of 95% for a period of [six months]). The CHA shall provide annually to the City, the Agency and the County a copy of the annual financial statements of the Project and the calculation of the payments to be made at the time of each payment. 6. Public Use of Certain Parking Spaces. The Project will consist of a minimum of 40 parking spaces open to the public during business hours. The parties therefore agree that for the term of this agreement, a minimum of 40 parking spaces on the Land will be open to the public between the hours of 8:00 a.m. and 8:00 p.m. Monday through Sunday. 7. Declaration of Restrictive Use as Affordable Housing. The parties agree that for the term of this agreement, the Land will be used as an affordable housing project which the parties agree means a [171 -unit] apartment complex with restricted as follows: 18 apartment units available for lease to tenants having incomes at 80% Area Median Income ("AMI") or less; 49 apartment units available for lease to tenants having incomes at 100% AMI or less; 104 apartment units available for lease to tenants having incomes at 120% AMI or less, in each case adjusted for family size. AMI shall be established by income statistics reported from time to time by the U. S. Department of Housing and Urban Development or such other entity which may succeed to perform the duties of the U.S. Department of Housing and Urban Development. Notwithstanding the foregoing, it shall not be a violation of this provision if at any given point in time the unit mix does not meet these requirements due to vacancies and no unit shall be required to remain vacant in order to satisfy the foregoing requirements, it being the intention of the parties that the Project maintain a 95% occupancy rate. The CHA agrees to use its best efforts to manage occupancy at or in excess of the desired income level restrictions. 8. Term; Recordation. The term of this Agreement shall be perpetual unless sooner terminated by mutual agreement of the parties; provided, however, that the provisions of Section 5, 6 and 7 shall expire and be I no longer be of any force or effect, on the 30th anniversary of the Effective Date. The parties agree that after this Agreement has been fully executed, the Agency may record it in the Official Records of Pinellas County, Florida. 9. Successors and Assigns. The terms of this Agreement shall bind and inure to the benefit of the County, and its successor and assigns; the City, and its successors and assigns; the Agency, and its successors and assigns; and the CHA, and its successors and assigns. 10. Severability. If any term, provision, or condition contained this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision, or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 11. Notices. All notices, demands, requests for approvals, or other communications 4 given by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by overnight courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the County: 315 Court Street, #501 Clearwater, Florida 33756 Attention: County Manager, County Attomey To the City: P.O. Box 4748 Clearwater, Florida 33758 Attention: City Manager, City Attomey To the City: P.O. Box 4748 Clearwater, Florida 33758 Attention: Executive Director, CRA Attomey To the CHA: 28050 US Hwy 19 N, #103 Clearwater, Florida 33761 Attention: Chief Executive Officer, General Counsel 12. Notice of Default and Opportunity to Cure. Upon occurrence of an alleged default by any party, the other party shall deliver written notice to the party allegedly in default that identifies the specific nature of the alleged default. The party receiving such notice shall have 30 days within which to cure the alleged default; provided, however, that if the alleged default is of such nature that it cannot be reasonably cured within 30 days, the party allegedly in default shall have such additional time as may be reasonably necessary to cure the alleged default, so long as within said period, the alleged defaulting party commences the cure and diligently prosecutes such cure until completion. 13. Applicable Law; 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 County, the City, the Agency, and the CHA, and the Agreement shall not be deemed to have been prepared by any one party, but by all equally. 14. Venue; Submission to Jurisdiction. 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 5 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. 15. Complete Agreement; Amendments. This Agreement, and all the terms and provisions contained herein constitute the full and complete agreement between the parties hereto to the date hereof and supersedes and controls over any and all prior agreements, understandings, representations, correspondence, and statements, whether written or oral. Any provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. This Agreement cannot be changed or revised except by written amendment signed by all parties hereto. 16. Assignability. Neither this Agreement nor any right, remedy, obligation, or liability arising hereunder or by reason hereof shall be assignable by any party without the prior written consent of all other parties to the Agreement. 17. Captions. The captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any article, section, subsection, paragraph, or provision hereof. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the day of , 2022. COUNTY PINELLAS COUNTY, FLORIDA By: Approved as to form: Dave Eggers Chairperson Attest: Anne Morris Ken Burke Assistant County Attorney Clerk of the Circuit Court 6 Approved as to form: Michael P. Fuino Senior Assistant City Attorney Approved as to form: Michael P. Fuino Attorney for Community Redevelopment Agency CITY THE CITY OF CLEARWATER, FLORIDA By: Frank V. Hibbard Mayor Attest: Rosemarie Call City Clerk AGENCY COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: vWA-a/ rank V. Hibbard Chairperson Attest: Libduicoopc, • Rosemarie Call City Clerk CHA CLEARWATER HOUSING AUTHORITY By: Caitlein Jammo Chairperson Approved as to form: Sandy MacLennan General Counsel 8