HomeMy Public PortalAboutCourthouse SuitesUSE AND SUBSIDY AGREEMENT f REVISED)
THIS REVISED USE AND SUBSIDY AGREEMENT (the "Agreement") is entered into
by and between the CITY OF CRESTVIEW COMMUNITY REDEVELOPMENT AGENCY
(the "Agency") and Courthouse Suites, LLC a Florida limited liability company (the
"Developer") as of the_28th__day of October_ , 2019 ("Effective Date"). Agency
and Developer agree as follows:
Section 101. Purpose of the Agreement.
The Developer is the owner of a property located at 114 East Cedar Avenue, in the City
of Crestview, Florida ("Property"). The purpose of this Agreement is to effectuate the
Redevelopment Plan for the City of Crestview Community Redevelopment Agency by
providing for the following: Agency's payment to Developer in consideration of Developer
completing redevelopment of the Property and Agency's use of certain portions of the Property
in accordance with this Agreement. The Agency payment shall be in consideration for the
following: (i) Developer's renovation and redevelopment of the Property and completion of
construction of a full service commercial office facility and retail space on the Property of
approximately twenty (20) office suites, with administrative support for office tenants including
receptionist, conference rooms and office services, as well as retail spaces available for lease
and an outside courtyard area, to be known as the Courthouse Suites (the "Project"), in
accordant ---with this Agreement; (n) Developer's satisfactory construction of the Project; (iii)
Developer's operation of the Courthouse Suites; and (iv) Agency's use of portions of the
improved Property as described in this Agreement. The development and use of the Property
pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and
best interests of the Agency, the City of Crestview ("City") and the health, safety, and welfare
of its residents, and in accord with the public purposes and provisions of applicable federal,
state, and local laws and requirements.
Section 102. The Redevelopment Plan.
This Agreement is subject to and made in accord with the Crestview Community
Redevelopment Plan which was originally approved and adopted on August 14, 1995 by the City
Council of the City of Crestview, and modified in 1998, 2015 and in 2017 by Ordinance No. 18-
("Redevelopment Plan"). The 2017 Redevelopment Plan is incorporated herein by
reference and made a part hereof as though fully set forth herein.
Section 103 The Property.
The property the subject of this Agreement ("Property") is located at 114 East Cedar
Avenue, in the City of Crestview, Florida. A legal description of the Property is attached hereto
as Exhibit A.
8tr-ikethFaughs are deletions, Underlined/italics are additions.
Section 104 - Aaenev.
a Agency is a public body, corporate and politic, exercising governmental functions
and powers, and organized and existing under Chapter 163, Part 11 of the Florida Statutes.
Section 105 - Developer.
a. Developer is Courthouse Suites, LLC, a Florida limited liability company.
b. Whenever the term "Developer" is used herein, such term means and include the
Developer as of the date hereof, and any assignee of or successor to its rights, powers and
responsibilities permitted by this Agreement.
Section 106 - Use of Prooertv and A,;enc\ Subside.
a. Developer agrees to allow Agency to use three (3) premium offices as and when
needed, free of rent or other charges, for a period of ten (10) years, subject only to the unavailability
of such offices as a result of prior rental by Developer to third parties. The use of these offices also
includes Developer providing Agency paid utilities, access to a conference room onsite,
administrative support, including receptionist services and use of copy machines, facsimile machines,
and related office services. The ten (10) year period will commence upon the issuance of a
Certificate of Occupancy for the project and Agency's taking occupancy of the offices and continue
until ten (10) years after that date ("Initial Occupancy Period").
b. In consideration of Developer's completion of the Project and Developer's
allowance of the Agencys use offices, each measuring at least 160 square feet, for the Initial
Occupancy Period, Agency agrees to pay Developer in the amount of One Hundred Thousand
Dollars ($100,000.00) ("Agency Subsidy"). The payment of the Agency Subsidy will be made
within thirty (30) days of issuance of the Certificate of Occupancy-
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Section 201— Assignments and Transfers.
a. Developer represents and agrees that its undertakings pursuant to this Agreement are
for the purpose of redeveloping the Property as a full -service commercial office building with
approximately twenty (20) offices and retail space, and not for speculation in land holding.
Developer further recognizes that the qualifications and identity of Developer are of particular
concern to the Agency and the Agency, in light of the following: (1) the importance of the
development of the Property to the general welfare of the community; (2) the public assistance
that has been made available by law and by the government for the purpose of making such
redevelopment possible; and (3) the fact that ownership or control of Developer or any other act
or transaction involving or resulting in a significant change in ownership or control of Developer,
is for practical purposes a transfer or disposition of the property then owned by Developer.
Developer further recognizes that it is because of such qualifications and identity that the Agency
is entering into the Agreement with Developer. Therefore, no voluntary or involuntary successorin-
interest of Developer shall acquire any rights or powers under this Agreement except as
expressly permitted herein ("Permitted Transfers"). Such Permitted Transfers include the lease
for occupancy of all or any part of the Project or the granting of easements or permits to facilitate
the development of the Property.
b. Prior to issuance of a Certificate of Occupancy ("Project Completion"), Developer shall
not assign all or any part of this Agreement, or any interest herein, without the prior written
approval of the Agency. Subject to review of documentation effectuating any such proposed
assignment or transfer, the Agency agrees to reasonably give such approval if the assignment is
a Permitted Transfer.
c. For the reasons cited above, Developer represents and agrees for itself and any
successor -in- interest that prior to Project Completion, without the prior written approval of the
Agency, there shall be no significant change in the ownership of Developer or in the relative
proportions thereof, or with respect to the identity of the parties in control of Developer or the
degree thereof, by any method or means, except Permitted Transfers. In any case, all successorsin-
interest of the Property or assignees will be bound by the provisions of this Agreement until this
Agreement terminates by its own terms.
d. Any assignment or transfer of this Agreement or any interest herein or significant
change in ownership of Developer, other than certain Permitted Transfers, shall require the
approval of the Agency, which shall not be unreasonably withheld. To the extent Agency
approval of an assignment or transfer is required by this Agreement, in granting or withholding
its approval, Agency shall base its decision upon the relevant experience, financial capability
and reputation of the proposed assignee or transferee and the effect, if any, of such proposed
transfer on the public purposes of this Agreement, including, without limitation, (i) the proposed
transferee's current experience in owning and operating a full service office building comparable
in quality and size to the offices contemplated by this Agreement, and (ii) the proposed
transferee's financial commitments and resources are reasonably satisfactory to the Agency. In
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addition, Agency shall not approve any assignment or transfer of this Agreement or any interest
herein or significant change in ownership of Developer that results in payment of consideration
to any person prior to Project Completion.
e. Developer shall promptly notify the Agency of any and all changes whatsoever in
the identity of the parties in control of Developer or the degree thereof, of which it or any of its
officers have been notified or otherwise have knowledge or information. Except for Permitted
Transfers, this Agreement may be terminated by the Agency if there is any significant change
(voluntary or involuntary) in membership, management or control, of Developer (other than such
changes occasioned by the death or incapacity of any individual) prior to Project Completion.
i Permitted Transfers and any other assignments or transfers approved by the
Agency in conformance with this Agreement shall be evidenced by the Developer's, assignee's,
and Agency's execution of an assignment and assumption agreement, in which assignee shall
assume the duties and obligations of Developer created by this Agreement.
Section 202. Developer Obli^ations.
a. Developer has advised Agency that it has arranged for all necessary funding for completion
of the Project, including a commercial line of credit and private funding. Agency is relying on
Developer's assertion that it has secured sufficient funding to finance the Project to allow the
Project to be completed in a timely manner, with completion of the Project no later than January
31, 2019 ("Estimated Completion Date").
b. Developer, or its' agents or principals, owns the Property and has entered into a
construction contract with a reputable general contractor who can and will complete the Project
by the Estimated Completion Date. A project description and project drawings are attached hereto
as Exhibit B.
C. All construction of the Project will be done in conformance to the rules, regulations and
laws applicable to the Property and Project, and Developer agrees that it will proceed with
compliance to all laws, including nondiscrimination, labor laws, and all other state and federal
rules and regulations relating to the Project The Agency will have no responsibility or duty to
Developer or to any third parLy to review, inspect, supervise, pass judgment upon or approve
any of the work done on the Project. The Agency shall not be responsible for any of the work
of construction, improvement or development of the Property. Nothing contained in this
Agreement shall be deemed or construed to create a legal partnership, joint venture, or any
other similar relationship between the parties hereto or cause Agency to be responsible in any
way for the debts or obligations of Developer or any other person or entity.
d. As provided in F.S. 287.132-133, by entering into this Agreement or performing any
work in furtherance hereof, Developer certifies that it, and its affiliates, contractors, sub-
contractors or agents who will perform work on the Project, have not been placed on the
Convicted Vendor last maintained by the State of Florida Department of Management Services
within thirty-six (36) months immediately preceding the Effective Date.
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e. It is the responsibility of Developer to ensure that zoning of the Properly and all necessary
land use requirements to permit development of the Property and construction of the Project This
Agreement does not (a) grant any land use entitlement to Developer, (b) supersede, nullify or
amend any condition which may be imposed by the City of Crestview or any other entity in
connection with approval of the Project described herein, (c) guarantee to Developer or any other
party any profits from the development of the Property, or (d) amend any City laws, codes, rules
or requirements.
f. Developer must complete the Project as it is described in this Agreement and secured a
Certificate of Occupancy by the proper public entity for the Project. If Developer does not
substantially complete the Project by January 31, 2019, unless the Agency has approved in writing
an extension to this estimated completion date, and obtain a Certificate of Occupancy, Agency
has no obligation to pay the Agency Subsidy and the Agency may terminate this Agreement.
g. The Developer, its successors and assigns, agree that no person shall on the grounds of
race, color, disability, national origin, religion, age, familial status, sex, or sexual orientation be
subjected to discrimination in the lease of any offices or rooms in the Project. Should such
discrimination occur, the Agency will provide notice to the Developer of a breach of this
condition and thereafter, Developer has 15 days to demand arbitration as to the claim of
discrimination. The parties will then mutually agree to an arbitrator and if they cannot agree, the
auspices of the American Arbitration Association will govern. This arbitration is independent of
any other actions being taken by other agencies. However, a finding by any other agency or court
that such discrimination has occurred may be relied upon by the Agency as conclusive proof of
a breach of this provision. If Developer does not demand arbitration within fifteen (15) days, or
if arbitration is conducted and it is determined by the arbitrator that discrimination occurred, the
Agency shall have the right to terminate this Agreement and pursue any and all other lawful
remedies. cost of such arbitration shall be borne by the non prevailing party. Such non -prevailing
party shall be determined by the arbitrator.
Section 301 - Governim, Law.
The law of the State of Florida shall govern this Agreement. Venue of any action to enforce this
Agreement shall be in Okaloosa County, Florida.
Section 302 - Successors and Ass -ions.
The Agency and Developer respectively bind themselves, their partners, successors, assigns and
legal representatives to this Agreement. Neither party to the Agreement shall assign the
Agreement or any portion of it without advance written consent of the other party.
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Section 303 - Written Notice.
Whenever any party desires to give notice to the other party, it must be given by written notice,
sent by certified United States mail, with return receipt requested, addressed to the party for whom
it is intended. The places for giving of notice shall remain as set forth below until they shall have
been changed by written notice in compliance with the provisions of this section. Unless amended
in writing, the Developer and the Agency designate the following as the respective persons and
places for giving of notice:
To Community Redevelopment Agency:
CRA Director
City of Crestview Community Redevelopment Agency
198 Wilson Street North
Crestview, FL 32536
To Developer -
Alex Barthe, Owner
Courthouse Suites, LLC
114 E. Cedar Avenue
Crestview, FL 32536
Section 304 - Ri,.,]its and Remedies.
a. Duties and obligations imposed by this Agreement and rights and remedies available
under them shall be in addition to and not a limitation of duties, obligations, rights and remedies
otherwise imposed or available by law.
b. No action or failure to act by the Agency or Developer shall constitute a waiver of a
right or duty afforded them under the Agreement, nor shall such action or failure to act constitute
approval of or acquiescence in a breach under it, except as may be specifically agreed in writing.
Section 305 - Bindin,-, Authority.
Each person signing this Agreement on behalf of either party individually warrants that he
or she has full legal power to execute this Agreement on behalf of the party for whom he or she is
signing and is authorized to bind and obligate such party with respect to all provisions contained
in this Agreement.
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Section 306 - Indemnification and Hold Harmless.
The Developer agrees to protect, defend, reimburse, indemnify and hold the Agency, the City,
their agents, employees and elected officers and each of them, free and harmless at all times from
and against any and all claims, liability, expenses, losses, costs, fines and damages, including
attorneys fees, and causes of every kind and character (sometimes collectively "Liability') against
the Agency or City that arise out of this Agreement or due to the construction or operation of the
Project, except to the extent that any of the Liability results from the negligence or willful
misconduct of the Agency or City. The Developer recognizes the broad nature of this
indemnification and hold harmless clause, and voluntarily makes this covenant and expressly
acknowledges the receipt of good and valuable consideration provided by the Agency in support
of this clause in accordance with the laws of the State of Florida This paragraph shall survive the
termination of the Agreement.
Section 307 - Sovereit,�-i Immunitt
The parties further agree, nothing contained herein is intended nor shall be construed to waive the
Agency and Citys rights and immunities under the Florida Constitution, common law, or Florida
Statutes 768.28, as amended from time to time.
Section 308 - Time is of the Essence.
The parties acknowledge that tune is of the essence in the performance of the provisions in this
Agreement.
Section 309 - Headings.
Headings in this Agreement are for the convenience of reference only and shall not be considered
in any interpretation of this Agreement.
Section 310 - Severabilit■-.
If any provision of this Agreement or application of it to any person or situation shall to any extent
be held invalid or unenforceable, the remainder of this Agreement, and the application of such
provisions to persons or situations other than those as to which it shall have been held invalid or
unenforceable, shall not be affected, and shall continue in full force and effect, and shall be
enforced to the fullest extent permitted by law.
Section 311 - Extent of A�-,q anent.
This Agreement represents the entire and integrated Agreement between the Agency and the
Developer and it supersedes all prior negotiations, representations or agreements, either written
or oral.
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Section 312 — Public Records.
Developer shall comply with the requirements of Florida's Public Records law. In accordance
with Section 119.0701, Florida Statutes, Developer shall:
a. Keep and maintain public records required by the public agency necessary to build and
operate the Project
b. Upon request from the Agency or Citys custodian of public records, provide the Agency
with a copy of the requested records or allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed the cost provided under Florida's Public
Records Law or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public remi ds
disclosure requirements are not disclosed except as authorized by law for the duration of
the contract term and following completion of this contract if Developer does not transfer
the records to the Agency: and
d. Upon completion of the contract, transfer, at no cost, to the public agency all public records
in possession of Developer or keep and maintain public rewr ds required by the Agency to
perform the service. If Developer transfers all public records to the Agency upon
completion of the contract, Developer shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If
Developer keeps and maintains public records upon completion of this contract, the
Developer shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the public agency, upon request from public
agencys custodian of public records, in a format that is compatible with the information
technology systems of the Agency.
e. If Developer has questions regarding the application of Chapter 119,
Florida Statutes to Developer's duty to provide public records relating to
this Agreement, Developer shall contact the Custodian of Public Records
at:
City Clerk, City of Crestview
198 North Wilson Street
P.O. Box 1209
Crestview, Florida 32536
(850) 682-1560 Extension 250
cit`•clerkacitvofcrestview.org
f. In the event the Agency must initiate litigation against Developer in order to enforce
compliance with Chapter 119, Florida Statutes, or in the event of litigation filed against the
Agency or City because Developer failed to provide access to public records responsive to
a public record request, the Agency and City shall be entitled to recover all costs, including
but not limited to reasonable attorneys' fees, costs of suit, witness, fees, and expert witness
fees extended as part of said litigation and any subsequent appeals.
Section 313 — Recordation.
This Agreement may be recorded in the Public Records of Okaloosa County, Florida
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals effective the
day and year written above.
ATTEST:
"-/
City lerk
Approved as to Form and Correctness:
C]
AGENCY:
COMMUNITY
OF THE.Qe
Agency
NT AGENCY
, FLORIDA
Courthouse Suites, LLC
a Florida limited
rr liability company
L
STATE OF FLORIDA)
COUNTY OF Ck,—Iko� e,--_
The foregoing instrument was acknowledged before me on octal ,2019
Alex Barthe, as Owner of Courthouse Suites, I .I . C, a limited liability company on behalf of the
company. He is personally known to me or produced as identification.
My commission expires:
°fZHESN OFFICIAL NOTARY SEAL
Loretta A. Scwdirta
Commission No. GG102926
My Commission Expires
�c01) WE ,s June 29, 2021
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PRINTED Name o-'Notary Public