Special CRA Board Agenda...2019/08/21 · (as ‘Seller’ therein) has agreed to sell to Hotel...

SPECIAL CRA BOARD MEETING516 8th Avenue West

Palmetto, Florida 34221

CRA BOARD MEMEBERS

Shirley Groover Bryant, CRA Presiding Officer

Jonathan Davis, Chair

Tamara Cornwell, Vice Chair

Harold Smith

Tambra Varnadore

Brian Williams

Anyone wishing to speak before the CRA Board must complete the Speakers Card prior to

the meeting, stating name, address and topic to be addressed. Speakers making public

comment will be sworn-in. All comments will be limited to two minutes.

1. CALL THE SPECIAL CRA BOARD MEETING TO ORDER.

2. CIVIX AGREEMENT

Attachments:

CIVIX AGREEMENT (2_Civix_Agreement.pdf)

3. ADJOURNMENT

Palmetto, FL

Special CRA Board AgendaWednesday, August 21, 2019 at 5:30 pm

If any person desires to appeal any decision of the City Commission, CRA Board, or of any

other Board of the City, that person will need to ensure that a verbatim record of the

proceedings is made, which record includes the testimony and evidence upon which the

appeal is to be based (FS §286.0105).

The City of Palmetto does not discriminate on the basis of race, color, national origin, sex,

religion, age, marital status or handicapped status in employment or in the provision of

services. Handicapped individuals may receive special accommodation in services on forty-

eight hours’ notice (FS §286.26). Anyone requiring reasonable accommodation for this

meeting as provided for in the American with Disabilities Act should contact the City Clerk

by telephone at 941-723-4570, fax 941-723-4576 or e-mail [email protected] or

[email protected].

POSTED: August 19, 2019

| Published on 08/19/2019 at 9:29 AM

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CIVIX/ESH - HOTEL PALMETTO

INCREMENT INCENTIVE PAYMENT AGREEMENT

This Increment Incentive Payment Agreement (“Agreement”), is made and executed by

and between the CITY OF PALMETTO COMMUNITY REDEVELOPMENT AGENCY

(“CRA”), a public agency, whose address is 324 8th Avenue West, Suite 103, Palmetto, FL 34221,

the CITY OF PALMETTO, FLORIDA, a municipal corporation (“City”), whose address is 516

8th Avenue West, Palmetto, Florida 34221, CIVIX PALMETTO REAL ESTATE HOLDINGS,

LLC, a Florida limited liability company, with a principal place of business at 2033 Main Street,

Suite 402, Sarasota, FL 34237 (“Developer”), ESH H PORTFOLIO LLC, a Delaware limited

liability company (the “Hotel Subparcel Buyer”), and ESA P PORTFOLIO L.L.C., a Delaware

limited liability company (collectively with any affiliated assignee of Hotel Subparcel Buyer who

takes title to the Hotel Subparcel, the “Hotel Subparcel Owner”).

RECITALS

A. Developer is the contract purchaser of that approximately 7.58 acre tract of unimproved

real property located in the Northwest corner of US 301 and Canal Road in the City of Palmetto,

County of Manatee, State of Florida more particularly described on Exhibit “A” attached hereto

(the “Parent Tract”), pursuant to that certain Contract to Purchase Vacant Land dated September

12, 2018 (the “Parent Tract Purchase Agreement”) between Developer (as ‘Buyer’ therein) and

301 NORTH, LLC, a Florida limited liability company (the “Parent Tract Seller”).

B. As set forth in the Parent Tract Purchase Agreement: (1) the Parent Tract will be

subdivided into approximately four (4) subparcels (collectively, the “Subparcels”) by: (a) initially

doing a one-time split-out (by metes-and-bounds) of the Hotel Subparcel (as defined below); and

(b) subsequently recording the Plat of CIVIX/ESA-Hotel Palmetto Subdivision, a proposed draft

of which is attached as Exhibit “B” hereto (the “Plat”), and (2) Developer (as ‘Buyer’ therein)

has the right to purchase each of the Subparcels separately, and to enter into contracts for the sale

of each Subparcel to prospective buyers (each, a “Subparcel Sale Agreement”).

C. Developer has entered into a Purchase and Sale Agreement dated September 17, 2018

(the “Hotel Subparcel Sale Contract”) with Hotel Subparcel Buyer, pursuant to which Developer

(as ‘Seller’ therein) has agreed to sell to Hotel Subparcel Buyer (as ‘Buyer’ therein) the Northern-

most Subparcel, being an approximately 2.5 acre tract of unimproved real property identified as

“Parcel 1” on the Plat (the “Hotel Subparcel”), at an upcoming closing (the “Closing”).

D. Contemporaneously with the Closing: (1) Hotel Subparcel Buyer intends to assign all

of its right and interest in the Hotel Subparcel Sale Contract (including its rights to purchase the

Hotel Subparcel thereunder) to Hotel Subparcel Owner; and (2) Hotel Subparcel Owner intends to

acquire title to the Hotel Subparcel.

E. After the Closing, the Hotel Subparcel Owner intends to construct a full service hotel

and related improvements (the “Hotel”), having between 119 and 129 extended stay rooms.

Developer may develop additional uses on the Parent Tract, if permitted by the approved Site Plan

for the Parent Tract.

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F. Construction of the Hotel, as proposed, will further the purposes of the CRA and aid and

accelerate the redevelopment within the CRA.

G. As part of development of and to provide improved access to various improvements to

the Parent Tract: (i) Developer intends to install the horizontal sitework improvements on the full

Parent Tract (collectively, the “Sitework Improvements”), (ii) the Hotel Subparcel Owner intends

to install the vertical improvements for construction of the Hotel on the Hotel Subparcel

(collectively, the “Hotel Improvements”), and (iii) the Hotel Subparcel Owner intends to engage

Developer (or its affiliate) as a Development Manager, to manage and oversee construction of the

Hotel Improvements on behalf of the Hotel Subparcel Owner.

H. Attached as Exhibit “C” hereto is a sketch (including elevations) of the prototype for

the Hotel project to be constructed on the Hotel Subparcel (collectively, the “Hotel Prototype

Conceptual Plans”). However, a Final Site Plan for the Hotel Subparcel, a Final Site Plan for the

Parent Tract, and additional permits may be required to implement the project.

I. Eventually, Hotel Subparcel Owner intends to (1) lease the Hotel Subparcel to ESA P

PORTFOLIO OPERATING LESSEE LLC, a Delaware limited liability company (together with

any other tenant entity affiliated with Hotel Subparcel Owner, the “Hotel Subparcel Owner’s

Affiliated Tenant”); and (2) enter into, or cause the Hotel Subparcel Owner’s Affiliated Tenant

to enter into, an operating and/or managing agreement with ESA MANAGEMENT, LLC, a

Delaware limited liability company (together with any other tenant entity affiliated with Hotel

Subparcel Owner, the “Hotel Subparcel Owner’s Affiliated Manager”), to serve as the manager

of the Hotel operations.The parties agree that any payments by the CRA pursuant to this

Agreement shall be made solely to the Hotel Subparcel Owner and no other entity.

NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties,

the parties hereto agree as follows:

Article 1. CRA Actions

1.1 The CRA staff shall process necessary amendments to its CRA Plan to effectuate CRA any

necessary actions related to the provisions of this Agreement prior to Hotel Subparcel

Owner receiving a Temporary Certificate of Occupancy (“TCO”) or Certificate of

Occupancy (“CO”), whichever comes sooner required by the provisions of this Agreement.

Article 2. Canal Road and U.S. 301 Intersection Improvements

2.1 Certain improvements may be required pursuant to the plan and implementing

development orders for the intersection of Canal Road and U.S. 301 (the “Intersection”),

including proposed traffic light at said intersection and related access to the Hotel

Subparcel (collectively “Intersection Improvements”). The parties recognize, and agree

to support: (a) any City-sponsored application to the State of Florida for a grant to fund

the Intersection Improvements (“State of Florida Grant”); and/or (b) any Manatee County

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plans or efforts to design, construct and fund said Intersection Improvements (the

“Manatee County Plans”). If and to the extent that any portion of the Intersection

Improvements are (i) driveway or related improvements on the Parent Tract itself (which

includes the Hotel Subparcel) that are intended to connect the Parent Tract with Canal Road

and/or the Intersection, (ii) ancillary to the primary Intersection Improvements (i.e., not the

traffic light itself, or improvements to the public right-of-way), (iii) required solely by

reason of the Hotel development, and (iv) not ultimately funded by the Manatee County

Plans, FDOT or the State of Florida Grant (the items in subsections (i) through (iv) above

are collectively referred to as “Parent Tract Intersection Improvements”), then

Developer and/or Hotel Subparcel Owner agrees to construct any such Parent Tract

Intersection Improvements. If Manatee County elects to proceed with construction of

Intersection Improvements that address transportation capacity and safety improvements

related to the Hotel Improvements, as determined by a Traffic Study prepared for the Hotel

by the Developer and approved by the City (The “Hotel Related Transportation

Improvements”), the Parties agree the the Developer shall pay the pay the greater of the

proportionate share of the Hotel Related Transportation Improvements or the

Transportation Impact Fees for the Hotel, whichever is greater, to the City in lieu of

constructing the Hotel Related Transportation Improvements. If Manatee County does not

elect to proceed with construction of the Intersection Improvements the Hotel Related

Transportation Improvements shall be installed by the Developer, or its agents, prior to any

Temporary Or Final Certificate of Occupancy. The parties will determine whether

payment is made pursuant to this Section in lieu of Developer construction prior to Final

Site Plan unless agreed to a later date by the Developer and the City’s Director of

Development Management.

Article 3. Hotel Construction

3.1 Hotel Subparcel Owner agrees to construct the Hotel on the Hotel Subparcel, consistent

with the Hotel Prototype Conceptual Plans.

3.2 Hotel Subparcel Owner shall name, and shall include in any lease and franchise agreement

for the hotel the requirement to name Hotel or the Hotel Subparcel as the “Extended Stay

America-Palmetto” or such other name as may be approved by the City Commission of the

City of Palmetto (such approval not to be unreasonably withheld).

Article 4. CRA Incentive Payments

4.1 Notwithstanding any other provision in this Agreement, the maximum CRA financial

Incentive Payments pursuant to this Agreement shall not exceed Two Million and 00/100

Dollars ($2,000,000.00).

4.2 After issuance of a Final or Temporary Certificate of Occupancy for the Hotel on the Hotel

Subparcel, the CRA shall make incentive payments (the “Incentive Payments”) to the

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Hotel Subparcel Owner (or its assigns). The amount of such Incentive Payments shall be

equal sixty percent (60%) of the amount of all incremental revenue, as calculated in

accordance with Section 163.387, Florida Statutes (“Incremental Revenue”), paid to and

received by the CRA from Manatee County, based upon property taxes paid by Hotel

Subparcel Owner (and/or, if applicable, its tenants, successors and/or assigns) in

connection with the operation of the Hotel on the Hotel Subparcel through (and including)

the taxable year of 2044. Incentive Payments for up to an additional twenty percent (20%)

of Incremental Revenue may be granted pursuant to this Agreement if authorized in

accordance with the Incentive Table contained in the August 1, 2018 Increment Revenue

Redevelopment Incentive, adopted by the CRA. Any such additional Increment Payment

shall be approved by the CRA in public session upon proper documentation. Any total

authorized Incentive Payment shall be reduced by $100,000.00 for each year, and any part

thereof, that a Final or Temporary Certificate of Occupancy for the Hotel has not been

issued as of December 31, 2020 (i.e., if the Certificate of Occupancy for the Hotel is not

issued until June 30, 2022, then the total incentive would be reduced by $200,000.00);

provided, however, that if delays in receiving a Final or Temporary Certificate of

Occupancy for the Hotel are caused primarily by the actions or inactions (i.e., delays) of a

governmental entity, and/or by Force Majeure events, then the reduction set forth above

shall not take effect unless such Final or Temporary Certificate of Occupancy has not been

issued as of December 31, 2021.

4.3 Upon the CRA’s receipt of the Incremental Revenue, the CRA shall automatically submit

annual Incentive Payments for the prior year to Hotel Subparcel Owner in accordance with

Section 4.2, within forty five (45) days after the date when said Incremental Revenue is

received by the CRA, without request or invoice from Hotel Subparcel Owner.

4.4 The CRA shall pay all Incentive Payments owed to Hotel Subparcel Owner in accordance

with the Local Government Prompt Pay Act (Sections 218.70-218.80, Florida Statutes).

Hotel Subparcel Owner shall use its reasonable best efforts to advise the CRA

Representative of any Incentive Payment amount in dispute within twenty-five (25) days

after receipt of payment. Payment of any undisputed amount shall be made by the CRA,

and all unpaid disputed amounts shall be handled, in accordance with the Local

Government Prompt Payment Act.

4.5 In the event the Hotel Subparcel were to be subdivided, the Incentive Payments under this

Agreement shall be paid solely to Hotel Subparcel Owner (or to a single assignee

designated in writing by Hotel Subparcel Owner), and not to any subsequent owners (or

fractional owners) of some or all of the Hotel Subparcel.

Article 5. Land Uses and Development Obligations

5.1 Covenant Regarding Land Uses. Hotel Subparcel Owner agrees and covenants to devote,

during the term of this Agreement, the Hotel Subparcel only to the uses as a hotel and other

uses reasonably related and/or ancillary thereto, and to be bound by and comply in all

material respects with all of the provisions and conditions of this Agreement. In addition,

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and except as hereinafter set forth, Hotel Subparcel Owner shall not have the right to seek

or obtain different uses or a change in such uses for the Hotel Subparcel either by requesting

a zoning change or by court or administrative action without first obtaining the CRA’s

approval, in its sole discretion during the term of this Agreement.

5.2 Applications for Development Approvals and Development Permits. Developer and/or the

Hotel Subparcel Owner, as appropriate, agrees to: (a) initiate and diligently pursue all

applications for development orders and development permits that may be required in

connection with the Hotel Improvements; and (b) be solely responsible for obtaining all

final, non-appealable development orders and development permits for the Hotel

Improvements. No extension of any time period herein shall be deemed to be an extension

of any time periods contained within the development orders and development permits.

5.3 Compliance with Local Regulations Regarding Development Permits. This Agreement is

not and shall not be construed as a development permit, approval or authorization to

commence any development, fill, or other land modification. Developer and the Hotel

Subparcel Owner and the CRA and City agree that the failure of this Agreement to address

a particular permit, approval, procedure, condition, fee, term or restriction in effect on the

Effective Date of this Agreement shall not relieve Developer or Hotel Subparcel Owner of

the necessity of complying with the regulation governing said permitting requirements,

conditions, fees, terms or restrictions, subject to the terms of this Agreement.

Article 6. Defaults and Remedies

6.1 Defaults. Each of the following events shall be a default by Hotel Subparcel Owner and a

breach of this Agreement and constitute an “Event of Default”.

6.1.1 Abandonment. Abandonment of the construction of the Hotel or the Hotel

Improvements where such abandonment continues for a period of ninety

(90) days after notice thereof by the CRA to Developer and Hotel Subparcel

Owner except for instances of Force Majeure.

6.1.2 Appointment of Receiver. The appointment of a receiver to take possession

of the Hotel Subparcel or the Hotel Improvements thereon, or of Hotel

Subparcel Owner’s operations on the Hotel Subparcel, for any reason,

including but not limited to assignment for benefit of creditors or voluntary

or involuntary bankruptcy proceedings, but not including receivership (a)

pursuant to administration of the estate of any deceased or incompetent,

individual member of Hotel Subparcel Owner, or (b) instituted by CRA or

City, as appropriate, the Event of Default being not the appointment of a

receiver at CRA or City’s instance, but the event justifying the receivership,

if any.

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6.1.3 Insolvency: Bankruptcy. An assignment by Hotel Subparcel Owner for the

benefit of creditors, or the filing of a voluntary or involuntary petition by or

against Hotel Subparcel Owner under any law for the purpose of

adjudicating Hotel Subparcel Owner bankrupt; or for extending time for

payment, adjustment or satisfaction of Hotel Subparcel Owner’s liabilities;

or reorganization, dissolution, or arrangement on account of, or to prevent

bankruptcy or insolvency; unless, in case of such that are involuntary on the

part of Hotel Subparcel Owner, the assignment, proceedings, and all

consequent orders, adjudications, custodies and supervisions are dismissed,

vacated or terminated within ninety (90) days after the assignment, filing or

other initial event.

6.1.4 Intentionally Deleted.

6.1.5 Default in Performance Under this Agreement. Failure of Developer (or

Hotel Subparcel Owner, as applicable) to observe and perform any of its

other material covenants, conditions or agreements under this Agreement or

any part thereof or interest therein, or material breach of any warranties or

representations of Developer (or Hotel Subparcel Owner, as applicable)

under this Agreement.

6.1.6 Failure to Comply with the Incorporated Instruments. The failure of

Developer (or Hotel Subparcel Owner, as applicable) to comply with any

instrument, agreement or restrictions set forth in any Exhibit.

6.1.7 Violation of the City Code. A finding of a violation of City Ordinance by

a City Special Magistrate or a court of competent jurisdiction, of a code

violation on the Hotel Subparcel.

6.1.8 Notice and Right to Cure. Notwithstanding anything to the contrary herein,

if an Event of Default shall occur under this Agreement, CRA and City

agree that they will not exercise or assert a claim for any remedies (as

defined in Section 6.2, below) unless and until CRA and City have given

Hotel Subparcel Owner and Developer written notice of said default (a

“Default Notice”) specifying the default with reasonable detail, and Hotel

Subparcel Owner (or Developer, as applicable) fails to cure the default

within twenty (20) days (for monetary defaults), or within thirty (30) days

(for non-monetary defaults); provided, however, that said 30-day period (for

non-monetary defaults) may be extended, at the sole (but reasonable)

discretion of the CRA, if Hotel Subparcel Owner (or Developer, as

applicable) has commenced a cure within such thirty (30) day period, and

is making reasonably diligent and continuous efforts to cure the default

thereafter in a manner that it is likely that such default will in fact be cured.

6.2 Remedies. If any Event of Default by Hotel Subparcel Owner (or Developer, as applicable)

shall continue uncured upon expiration of any applicable curing period, CRA may exercise

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any one or all of the following remedies in addition to all other rights and remedies

provided by law or equity, from time to time, to which CRA or City may resort

cumulatively or in the alternative:

6.2.1 Suspend payment of any Incentive Payment payable pursuant to Article 4

above, until such time as the Event of Default has been fully cured; and/or

6.2.2 Terminate this Agreement, by giving Hotel Subparcel Owner and

Developer written notice of termination in accordance with Section 11.1

below, if the Event of Default has not been fully cured within One (1) Year

following the date when a Default Notice has first been given with respect

to the applicable Event of Default.

6.3 Remedies Cumulative. Suit or suits for the recovery of such damages, or any installments

thereof, may be brought by the CRA or City from time to time at its election, and nothing

contained herein shall be deemed to require CRA or City to postpone suit until the date

when the term of this Agreement would have expired nor limit or preclude recovery by

CRA or City against Hotel Subparcel Owner (or Developer, as applicable) of any sums or

damages which, in addition to the damages particularly provided above, CRA and City

may lawfully be entitled by reason of any default hereunder on the part of Hotel Subparcel

Owner (or Developer, as applicable). All the remedies hereinbefore given to CRA or City

and all rights and remedies given to it at law and in equity shall, to the extent permitted by

applicable law, be cumulative and concurrent, and may be exercised by CRA and City

separately or in any combination.

6.4 Liability After Default. If Hotel Subparcel Owner (or Developer, as applicable) defaults

in the performance of any of its obligations under this Agreement, CRA or City, as

appropriate, without thereby waiving such default, may (but shall not be obligated to)

perform the same for the account and at the expense of Hotel Subparcel Owner (or

Developer, as applicable), with notice that is reasonable under the circumstances, in a case

of emergency, and in any other case only if such default continues after the expiration of

the applicable curing period, if any, under Section 6.1.8 above. Any reasonable expenses

incurred by CRA or City in connection with any such performance, and all costs, expenses,

and disbursements of every kind and nature whatsoever, including reasonable attorneys’

fees including appellate, bankruptcy and post-judgment proceedings involved in collecting

or endeavoring to collect the rent or any additional rent or any part thereof or enforcing or

endeavoring to enforce any rights against Hotel Subparcel Owner (or Developer, as

applicable) or Hotel Subparcel Owner’s obligations hereunder, shall be due and payable

within thirty (30) days after the CRA or City’s submission of an invoice therefor. All sums

advanced by CRA or City on account of Hotel Subparcel Owner (or Developer, as

applicable) under this section, or pursuant to any other provision of this Agreement, shall

bear interest at the rate of the lesser of twelve percent (12%) per annum or the maximum

legal rate, from the due date thereof until paid and the same shall be and constitute

additional rent and be due and payable upon CRA or City’s demand therefor.

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Article 7. Financing and Tax Increment

7.1 Intentionally Deleted.

Article 8. Termination

8.1 Events Resulting in Termination. Notwithstanding any other provision herein, this

Agreement shall automatically terminate if: (a) construction of a Hotel on the Hotel

Subparcel has not commenced eighteen (18) months from the date in which building

permits are received, except for instances of Force Majeure or delays caused by the City or

other governing authorities; or (ii) the Hotel has not obtained a Temporary or Permanent

Certificate of Occupancy by the date which is three (3) years and six (6) months from the

date in which building permits are received. In the event of any Force Majeure event, the

time shall extend one (1) day for each day of the Force Majeure event.

8.2 Term of Agreement. This Agreement shall terminate on December 31, 2044 plus an

additional six (6) month period as may be applicable or required for CRA to process

payment of the Incentive Payment for the 2044 calendar year, regardless of whether the

maximum CRA financial participation set forth in Article 4 has been reached.

Article 9. Impact Fees

9.1 Payment of Impact Fees. Hotel Subparcel Owner shall be responsible for the payment of

impact fees and facility investment fees.

Article 10. Additional Hotel Subparcel Owner Obligations

10.1 Community Donation. Hotel Subparcel Owner agrees to sponsor CRA events through

donations of at least Two Thousand Five Hundred Dollars ($2,500.00) per fiscal year,

beginning in the first Fiscal Year when the CRA has made Incentive Payments hereunder,

for the 4th of July, the multicultural event, or other mutually agreeable events through the

term of this Agreement. Such payment shall occur to the CRA by March 1st for each year,

without further notice to Hotel Subparcel Owner. This obligation shall run with the land.

10.2 Payment of Legal Fees. Hotel Subparcel Owner shall reimburse the CRA for a portion of

the fees and costs, including legal fees, related to the preparation of this Agreement in the

amount of Twenty-Two Hundred ($2,200.00) Dollars. Such payment shall occur prior to

obtaining any building permit for construction upon the Hotel Subparcel.

Article 11. Miscellaneous

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11.1 Notice. All communications required or permitted under the terms of this Agreement shall

be in writing and shall be sent by registered or certified mail, postage prepaid, return receipt

requested or by a recognized national overnight courier service, or by hand delivery to the

office of each party indicated below and addressed as follows:

If to Developer: Civix Palmetto Real Estate Holdings, LLC

2033 Main Street, Suite 402

Sarasota, FL 34237

Attn: Rod Connelly

Phone: (941) 953-7700

Email: [email protected]

If to Hotel Subparcel Buyer or

Hotel Subparcel Owner:

ESH H Portfolio LLC

ESA P Portfolio L.L.C.

11525 N. Community House Road, Suite 100

Charlotte, NC 28277

Attn: General Counsel

Phone: 980-345-1761

Email: [email protected]

If to CRA: Palmetto Community Redevelopment Agency

324 8th Avenue West, Suite 103

Palmetto, FL 34221

(941) 723-4988

Attn: CRA Director

[email protected]

If to City: City of Palmetto

516 8th Avenue West

Palmetto, FL 34221

Attn: Mayor

with a copy to: Blalock Walters, P.A.

802 11th Street West

Bradenton, FL 34205

Attn: Mark P. Barnebey, Esq., City Attorney

11.2 Amendments. This Agreement shall not be modified or amended except by written

agreement duly executed by the parties hereto.

11.3 Assignment. Except as authorized herein, Hotel Subparcel Owner shall not transfer or

assign any of its interest or delegate any of its duties under this Agreement while a material

uncured default under the terms of the Agreement exists without in each case obtaining the

CRA’s and City’s prior written consent. So long as no material uncured default exists

mailto:[email protected]



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hereunder, Hotel Subparcel Owner shall have the right to assign its interest under this

Agreement to any affiliated or unaffiliated third-party purchaser or grantee of the Hotel

Subparcel.

11.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties

hereto as to the subject matter contained herein and supersedes any and all prior

understandings, if any.

11.5 Governing Law. This Agreement shall be governed by the laws of the State of Florida,

and venue for any litigation arising out of this Agreement shall be in the Courts in and for

Manatee County, Florida.

11.6 Headings. All sections and descriptive headings in this Agreement are inserted for

convenience only and shall not affect the construction or interpretation hereof.

11.7 Counterparts. This Agreement may be executed in any number of counterparts, each of

which when executed and delivered, shall be an original, but all counterparts shall together

constitute on and the same instrument.

11.8 Severability. In the event any term or provision of this Agreement shall be held invalid by

a Court of competent jurisdiction, such invalid term or provision should not affect the

validity of any term or provision hereof; and all such terms and provisions hereof shall be

enforceable to the fullest extent permitted by law as if such invalid term or provision had

never been part of this Agreement; provided, however, if any term or provision of this

Agreement is held to be invalid due to the scope or extent thereof, then, to the extent

permitted by law, such term or provision shall be automatically deemed modified in order

that it may be enforced to the maximum scope and extent permitted by law.

11.9 Waiver of Default. The waiver of any breach or default under any of the terms of this

Agreement shall not be deemed to be, nor shall the same constitute, a waiver of any

subsequent breach or default.

11.10 Parties Drafted Equally. The CRA, City, Developer, and Hotel Subparcel Owner agree

that all parties have played an equal and a reciprocal part in drafting this Agreement.

Therefore no provision of this Agreement shall be construed by a Court or judicial authority

against any party hereto because such party is deemed to have drafted or structured such

provisions.

11.11 Time and Effective Date. Time is of the essence with respect to each provision of this

Agreement that requires action to be taken by any party within a stated time period or upon

a specified date. If any date for performance hereunder falls on a weekend or national

holiday, the date for performance will be extended to the end of the next full business day.

For purposes of this Agreement, the “Effective Date” shall be the later of (a) the date on

which a fully executed copy of this Agreement has been signed by Developer, Hotel

Subparcel Owner, Hotel Subparcel Buyer, the CRA and City, and (b) the date on which

the Hotel Subparcel Owner closes on the Hotel Subparcel.

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11.12 No General Obligation. Notwithstanding any other provisions of this Agreement, the

obligations undertaken by the parties hereto shall not be construed to be or constitute

general obligations, debts or liabilities of the CRA, City or the State of Florida or any

political subdivision thereof within the meaning of the Constitution and laws of the State

of Florida.

11.13 Force Majeure. No party shall be liable for any failure to perform, or delay in the

performance of, any obligation under this Agreement if such failure is caused directly by

hurricane, tornado, fire, earthquake, civil commotion, labor strikes, permitting delays, or

failure or disruption of utility services, or other like cause beyond the reasonable control

of the party obligated to perform.

11.14 Attorneys Fees and Costs. Each party hereto shall be solely responsible for paying its

attorneys fees and costs in any dispute, litigation, dispute resolution proceeding, settlement

negotiation or pre-litigation negotiation arising under this Agreement. The parties hereby

waive all rights to trial by jury.

11.15 List of Exhibits. Exhibits attached hereto and incorporated herein by reference are as

follows:

Exhibit “A” – Parent Tract

Exhibit “B” – Plat

Exhibit “C” – Hotel Prototype Conceptual Plans

11.16 Memorandum of Agreement. A Memorandum of Agreement may be recorded in the

Public Records of Manatee County, Florida by any Party.

11.17 Hotel Subparcel Buyer. Hotel Subparcel Buyer is a party to this Agreement solely by

reason of the fact that it is the party that has the current contractual right to purchase the Hotel

Subparcel. After the Hotel Subparcel Sale Contract has been assigned to Hotel Subparcel Owner,

and Hotel Subparcel Owner has acquired title to the Hotel Subparcel, Hotel Subparcel Buyer shall

be relieved of any and all future obligations hereunder.

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IN WITNESS WHEREOF, the parties have executed this Increment Incentive Payment

Agreement effective as of the day and date of the last party executing this Agreement.

THE PALMETTO COMMUNITY

REDEVELOPMENT AGENCY

By its Board of Commissioners

By:

Presiding Officer or Chair

Attest: Date: August ____, 2019

City Clerk

Jim Freeman

CITY OF PALMETTO

By its Board of Commissioners

By:

Mayor

Attest: Date: August ____, 2019

City Clerk

Jim Freeman

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IN WITNESS WHEREOF, the parties have executed this Increment Incentive Payment

Agreement effective as of the day and date of the last party executing this Agreement.

Developer:

Witnesses: CIVIX PALMETTO REAL ESTATE HOLDINGS,

LLC, a Florida limited liability company

Signature

Print Name:

By:

Rod Connelly, Manager

Date: August ____, 2019

Hotel Subparcel Buyer: ESH H PORTFOLIO LLC,

a Delaware limited liability company

Signature

Print Name:

By:

Christopher N. Dekle, Vice President & Secretary


Hotel Subparcel Owner: ESA P PORTFOLIO L.L.C.,

a Delaware limited liability company

Signature

Print Name:

By:

Christopher N. Dekle, Vice President & Secretary


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Exhibit “A”

PARENT TRACT

The Southeast ¼ of the Southeast ¼ of the Northeast ¼, LESS Begin at the

Southwest Corner of the Southeast ¼ of the Southeast ¼ of the Northeast ¼,

thence East 210 feet, North 268 feet, West 210 feet, South 268 feet to Point of

Beginning; LESS road right-of-way; all being in Section 13, Township 34

South, Range 17 East, Manatee County, Florida.

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Exhibit “B”

PLAT

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Exhibit “C

HOTEL PROTOTYPE CONCEPTUAL PLANS

Special CRA Board Agenda...2019/08/21 · (as ‘Seller’ therein) has agreed to sell to Hotel...

Documents

Transcript of Special CRA Board Agenda...2019/08/21 · (as ‘Seller’ therein) has agreed to sell to Hotel...