INTERLOCAL AGREEMENT / IMR GLOBAL CENTER PROJECT
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INTERLOCAL AGREEMENT
(IMR Global Center Project)
This INTERLOCAL AGREEMENT (the "Agreement"), made and entered into as of this
18th day of June 1998, by and between the COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEAR WATER, FLORIDA, a public body corporate and politic of the State of
Florida (the "Agency"), and the CITY OF CLEARWATER, FLORIDA, a Florida municipal
corporation (the "City").
WIT N E SSE T H:
WHEREAS, it is the purpose and intent of this Agreement, the parties hereto, and the
Florida Interlocal Cooperation Act of 1969, as amended and codified as Section 163.01, Florida
Statutes (the "Cooperation Act"), to permit the Agency and the City to make the most efficient
use of their respective powers, resources and capabilities by enabling them to cooperate on the
basis of mutual advantage and thereby to provide the property, facilities and services provided
for in this Agreement in the manner that will best accord with the existing and anticipated
resources available to each of them and with geographic, economic, population and other factors
influencing the needs and developments within the downtown community redevelopment area in
the corporate limits of the City and the area of operation of the Agency; and
WHEREAS, it is the purpose of the Cooperation Act to provide for a means by which the
Agency and the City may exercise their respective powers, privileges and authorities which they
share in common and which each might exercise separately; and
WHEREAS, the Agency is responsible for the implementation of the redevelopment plan
for the redevelopment, rehabilitation and improvement of the community redevelopment area in
the City; and
WHEREAS, the City and the Agency desire to have an approximately 14.3 acre site
located in the community redevelopment area in the downtown area of the City (the "Project
Site") redeveloped and rehabilitated by private sector development; and
WHEREAS, the City and the Agency are willing to cooperate and provide assistance to
each other and, to the extent permitted by law, assist the private development of the site, all in
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such means and manner as will promote the rehabilitation and redevelopment of the community
redevelopment area, benefit the local economy, and be of substantial benefit to the Agency and
the City; and
WHEREAS, the Agency proposes to exercise its powers available under Part III, Chapter
163, Florida Statutes, as amended (the "Redevelopment Act"), to aid, assist and cause the
acquisition of the Project Site and make it available for sale, in whole or in part, to private sector
developers, and to aid, assist, and cause the development, design, construction and equipping of a
mixed-use project thereon consisting of a corporate headquarters and professional office space
and certain infrastructure improvements (the "Project"); and
WHEREAS, the Agency published on December 5, 1997, a Request for Proposals
soliciting proposals from private parties for the redevelopment of the Project Site (the "RFP"),
and as a result of that RFP the Agency accepted on January 12, 1998, the proposal of Information
Management Resources, Inc. ("IMR"), dated January 5, 1998, to develop or cause the
development of the Project Site, and the Agency intends to enter into an Agreement for
Development and Disposition of Property (the "Development Agreement") with IMR; and
WHEREAS, in order to enter into the Development Agreement and be able to carry out
its obligations thereunder, it is necessary for the Agency to obtain certain assurances,
representations, and obligations from the City, including the City agreeing to the construction
and installation of certain infrastructure improvements on or about the Project Site; and
WHEREAS, the City is desirous and willing to assist the Agency with the redevelopment
of the Project Site by agreeing to exercise its best reasonable efforts in good faith to permit the
development of the Project in a timely and efficient manner; and
WHEREAS, the acquisition, construction, equipping and use of the Project complies with
and will further the purposes of the Plan and the Redevelopment Act; and
WHEREAS, but for the mutual undertakings hereunder by the parties to this Agreement,
it would be necessary for either the City or the Agency, acting individually, to provide all the
fmancing, pledge all the security and take actions required, permitted or necessary for the
designing, acquisition, construction and equipping of the Project, but as provided in the
Cooperation Act, each has elected to pursue jointly and collectively these separate actions, all in
accordance with the intent and purpose of the Cooperation Act permitting units of local
government to, among other things, provide from their revenues, assets and other resources the
financial and other support for the purposes set forth in interlocal agreements; and
WHEREAS, the Agency and the City intend by this Agreement to more fully establish
the joint and several obligations, duties and responsibilities of the Agency and the City to
develop or cause the development of the Project, to provide a means and method for a
cooperative venture by the parties, and to provide a means and method to pay certain costs of the
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Project, in order to further the purposes stated herein; and
WHEREAS, the City and the Agency recognize the special and unique role of the
Agency in making the Project possible, including the Agency entering into the Development
Agreement, and intend by this Agreement to support, encourage and assist the Agency in
developing the Project to completion and use;
NOW, THEREFORE, in consideration of the mutual covenants of this Agreement, the
Agency and the City agree as follows:
ARTICLE
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AUTHORITY
1.1 Authoritv. This Agreement is entered into pursuant to the provisions of Section
163.01, Florida Statutes, Section 163.400, Florida Statutes; Part III, Chapter 163 Florida Statutes;
Chapter 166, Florida Statutes; Resolution No. 81-68 of the City adopted on August 6, 1981, and
other applicable provisions of law, all as amended and supplemented from time to time.
ARTICLE 2
DEFINITIONS
2.1 Definitions. As used in this Agreement, the following terms, when initially
capitalized, shall have the following meanings:
(1) "Act" means Section 163.01, Florida Statutes, Part III, Chapter 163, Florida
Statutes, Chapter 166, Florida Statutes, Resolution No. 81-68 of the City adopted on August 6,
1981, and other applicable provisions of law, all as amended and supplemented.
(2) "Agency" means the Community Redevelopment Agency of the City, as created
by Resolution No. 81-68 of the City, adopted by the City Commission on August 6, 1981,
including any amendments thereto, and any successors or assigns thereto which can exercise
redevelopment powers.
(3) "Agreement" means this Interlocal Agreement between the Agency and the City,
including any amendments, revisions and exhibits thereto.
(4) "Agreement Termination Certificate" means the instrument executed by the
parties hereto as provided in Section 10.5 that this Agreement has been terminated prior to its
Expiration Date, the form of which is attached hereto as Exhibit "D."
(5) "Area" means the area located within the corporate limits of the City having
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conditions of slum and blight (as those conditions are defined in the Act) as found by the City
Commission in Resolution No. 81-67 adopted by the City Commission on August 6, 1981.
(6) "Authorized Representative" means the person who is the duly authorized and
designated representative of the City or the Agency, respectively, as provided in Section 3.4
hereof.
(7) "Building Permit" means, for all or any part of the Global Center Project to be
constructed on the Global Center Site, any permit issued by the City authorizing, allowing and
permitting the commencement, prosecution and completion of construction to the extent
provided in said permit.
(8) "City" means the City of Clearwater, Florida, a Florida municipal corporation,
and any successors or assigns.
(9) "City Engineer" means the person employed by the City and designated as the
City Engineer or who performs the duties customarily exercised by the City Engineer.
(10) "Closing Date" means the date established as provided in the Development
Agreement when title to the Global Center Project Site is conveyed by the Agency to the
Developer.
(11) "Developer" means Information Management Resources, Inc., a Florida for-profit
corporation, and its successors or assigns.
(12) "Development Agreement" means the Agreement for Development and
Disposition of Property (IMR Global Center Project), dated as of June 18, 1998, between the
Agency and the Developer, providing for the sale of the Global Center Project Site to the
Developer by the Agency, and for the development, design, construction, equipping and use of
the Project on the Project Site, including any exhibits, amendments, addenda, and appendices
thereto and replacement or successor agreements thereto.
(13) "Effective Date" means the date on which this Agreement becomes effective as
provided in Section 11.12 hereof.
(14) "Expiration Date" means the date on which this Agreement expires by its own
terms and is no longer of any force and effect as provided in Section 11.7 hereof.
(15) "Governing Body" means, in the case of the Agency, the governing body of the
Agency, and the City Commission of the City in the case of the City, or any successor board,
commission or council thereto.
(16) "Global Center Project" means the project proposed to be developed on the Global
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Center Project Site consisting of corporate headquarters and professional office space and
parking.
(17) "Infrastructure Improvements" means the improvements to be designed,
constructed, and installed by the Agency or caused to be designed, constructed and installed by
the Agency in substantial accordance with the Infrastructure Improvements Plans and
Specifications on the Project Site, including stormwater retention, providing fill material to the
Global Center Project, the burying of overhead power lines along the western boundary of the
Project Site, upgrades to Madison Street and Gould Street, and, if and to the extent required,
upgrades to Cleveland Street and Missouri Avenue.
(18) "Infrastructure Improvements Completion Certificate" means the instrument
executed by the Agency certifying that design, construction, installation and equipping of the
Infrastructure Improvements are substantially complete and usable for the purposes contemplated
by this Agreement and the Development Agreement and setting forth the date of such substantial
completion, the.form of which is attached hereto as Exhibit "C."
(19) "Infrastructure Improvements Completion Date" means the date on which the
construction, installation or equipping of substantially all of the Infrastructure Improvements has
been substantially completed in accordance with the Infrastructure Improvements Plans and
Specifications.
(20) "Infrastructure Improvements Plans and Specifications" means the plans and
specifications pertaining to the Infrastructure Improvements, including the schedule for
undertaking and completing such improvements and the sequencing of the work.
(21) "Plan" means the community redevelopment plan for the Area, including the
Project Site, as adopted by the City Commission on August 17, 1995, by enactment of its
Resolution 95-65, and including any amendments to the Plan.
(22) "Project" means , collectively, the Infrastructure Improvements and the Global
Center Project and any other components, structures, improvements, activities within the Project
Site or appurtenant thereto, all as provided in the Development Agreement.
(23) "Project Professionals" means any firm of architects, attorneys, brokers,
engineers, consultants, planners, construction managers or any other persons, or combination
thereof, retained or employed by the Developer with primary responsibility for the planning,
design, construction, permit applications, and completion of the Global Center Project.
(24) "Project Site" means the approximately 14.3 acre parcel of real property located in
the Area, all as more particularly described in Exhibit "A."
(25) "Proposal" means the proposal for redevelopment of the Project Site, dated
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January 5, 1998, submitted by the Developer to the Agency.
(26) "Purchase Price" means the amount to be paid by the Developer to the Agency to
acquire the Global Center Site.
(27) "Request for Proposals" or "RFP" means the Request for Proposal published by
the Agency on December 6, 1997, soliciting proposals from persons interested in redeveloping
the Project Site in accordance with the Act and the Plan.
(28) "Site Plan" means the depiction and description of the Global Center Project on
the Global Center Project Site as provided in the Development Agreement.
(29) "Termination Date" means the date on which this Agreement is terminated by any
party hereto as provided in Section 10.5, as evidenced by the Agreement Termination Certificate
described therein.
(30) "Unavoidable Delay" means those events constituting excuse from timely
performance by a party hereto from any of its obligations hereunder, as such events are defined
in and subject to the conditions described in Section 7.9 hereof.
2.2 Use of Words and Phrases. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter genders. Unless the context
shall otherwise indicate, the singular shall include the plural as well as the singular number, and
the word "person" shall include corporations and associations, including public bodies, as well as
natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and
other equivalent words refer to this Agreement and not solely to the particular portion thereof in
which any such word is used. The words "party" or "parties" when referring to the initial
signatory parties to this Agreement shall also mean and include any successor or assign of such
party, but does not include the Developer. References to "Agency" and "City" may refer to and
include the Authorized Representative thereof designated in accordance with Section 3.4 to the
extent the Agency or City has authorized its authorized representative to act on its behalf.
2.3 Florida Statutes. Any and all references herein to the "Florida Statutes" are to
Florida Statutes (1997), as amended by any session law enacted during any regular or special
session of the Legislature of the State of Florida convening subsequent to the Effective Date, and
which become law in accordance with the Constitution of the State of Florida.
2.4 Development Agreement Definitions Incorporated. Any initially capitalized term
or phrase in this Agreement which is not defined in this Article 2 or elsewhere in this Agreement,
shall have the meaning ascribed to it in the Development Agreement.
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ARTICLE 3
PURPOSE, FINDINGS, INTENT
3.1 Purpose. The purpose of this Agreement is to induce, encourage and assist the
redevelopment of the Area through assistance and cooperation in the development of the Project
on the Project Site, including the conveyance of the City Property to the Agency and the design,
acquisition, construction and equipping of the Infrastructure Improvements by the City. It is also
the purpose of this Agreement to define and delineate the responsibilities and obligations of the
parties to this Agreement, and to express the desire of the parties to cooperate together to
accomplish the purposes and expectations of this Agreement.
3.2 Findings. It is hereby ascertained, determined, declared and found by the parties
hereto that:
(1) The Area (in which is located the Project Site) contains one or more slum and
blighted areas and that the rehabilitation or redevelopment of the Area (including specifically the
Project Site) is necessary in the interest of the public health, safety, morals and welfare of the
residents of the City;
(2) The Project Site is of significance to the Area and represents an area with a
substantial impact and effect on the Area in terms of its location, size, prominence and proximity
to the downtown core.
(3) It is a necessary and appropriate exercise of the redevelopment powers available
to the Agency to provide such assistance as is reasonably necessary to cause the redevelopment
of the Project Site so it will be a significant corporate headquarters office and professional office
complex in the Area and will enhance the quality of life and the aesthetic and useful enjoyment
of the downtown area of the City by the eradication of the conditions of slum and blight found
there, all in accordance with and in furtherance of the Act as implemented by the Plan.
(4) The redevelopment of the Project Site requires and will not be undertaken or
completed successfully without assistance provided to a private developer by the Agency
exercising its powers under the Act, and the Agency has solicited proposals from private parties
in order to obtain a developer to carry out the redevelopment required for successful
redevelopment and rehabilitation of the Project Site.
(5) The development of the Project is appropriate to the needs and circumstances of,
shall provide or preserve gainful employment of and shall make a significant contribution to the
economic growth of the area of operation of the Agency, and shall serve a public purpose by,
among other things, advancing the economic prosperity, the public health and general welfare of
the State and its inhabitants, and promoting the rehabilitation of the City and eliminating and
preventing the creation and spread of blighted areas in the area of operation of the Agency and
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the corporate limits of the City.
(6) The Developer's proposal in response to the Agency's RFP for redevelopment of
the Project Site conforms to the provisions of the Act, is consistent with and furthers the
objectives of the Plan, is responsive to the RFP, was timely received by the Agency, provides for
redevelopment of the Project Site in a manner acceptable to the parties, and is in the best interests
of the citizens of the City by providing for the redevelopment of Project Site in a manner deemed
necessary, appropriate and beneficial to the redevelopment of the Area.
(7) The Developer's request for assistance from the Agency in the development of the
Project, including the conveyance of the Global Center Project Site to the Developer and the
design, construction and installation of the Infrastructure Improvements, as set forth in the
Development Agreement, is appropriate, reasonable and necessary in order to induce, encourage,
assist, and cause the redevelopment of the Project.
(8) The Agency is authorized and empowered under the Act to enter into the
Development Agreement and cause the development of the Project as provided therein.
(9) The City is authorized under the Act to convey the Project Site to the Agency for
the purpose of the Agency then causing the construction and installation. of the Infrastructure
Improvements and conveying the Global Center Project Site to the Developer for construction
and installation of the Global Center Project in accordance with the Act and the Development
Agreement.
3.3 Intent.
(1) It is the intent of the parties to efficiently, effectively and economically cause the
successful development of the Project in order to redevelop, rehabilitate and improve the Project
Site, specifically, and the conditions in the Area, in general, implement the Plan, and otherwise
further the purposes of the Act.
(2) It is further the intent of the parties that the Developer shall acquire the Global
Center Project Site, and shall design, construct, equip, and install the Global Center Project
thereon substantially in accordance with the requirements of the Development Agreement.
(3) The parties intend that no later than when the Agency is required under the
Development agreement to sell the Global Center Project Site to the Developer the City will have
conveyed such property to the Agency.
(4) The parties also intend that the Infrastructure Improvements Plans and
Specifications and the Global Center Project Plans and Specifications will be reviewed as
expeditiously as possible and, without abrogating any of its governmental powers, the City will
cooperate in approving such plans and specifications and issuing such Building Permits as are
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necessary for development of the Project.
3.4 Authorized Representative.
(a) Each party may from time to time designate one or more individuals to be its
Authorized Representative to act on its behalf to the extent of the grant of any authority to such
representative. Written notice of the designation of such a representative (and any subsequent
change in the Authorized Representative) shall be given by the designating party to the other
party in writing in accordance with the procedure set forth in Section 11.9 hereof. The written
notice of the Authorized Representative shall indicate the authority that may be exercised by the
Authorized Representative.
(b) Except as otherwise expressly provided in this Agreement, whenever approval or
action by the City or the Agency is required by this Agreement, such action or approval may, in
the discretion of the party considering such approval or action, be taken or given by the
Authorized Representative thereof. A party to this Agreement may rely upon the representation
of the other party's Authorized Representative that such person has the requisite authority to give
the approval or take the action being done by that Authorized Representative. A party may not
later deny that its Authorized Representative had the authority represented to and relied upon by
the other party or revoke or deny any action taken by such Authorized Representative which was
relied upon by the other party
3.5 Development ofProiect.
(1 ) The Agency published a Request for Proposals from private persons interested in
redeveloping the Project Site in accordance with the Plan. The Agency received the Proposal
from the Developer, accepted it, and entered into the Development Agreement with the
Developer, which sets forth the respective rights, duties and obligations of the parties thereto.
(2) The parties to this Agreement recognize and agree that the successful
development of the Project, including the Infrastructure Improvements and the Global Center
Project, requires the Agency and the City to take certain actions. The Agency has covenanted in
the Development Agreement to exercise its best reasonable efforts to take those actions and to
urge the City to take those actions by it which are essential to the successful development of the
Project. The City agrees to exercise its best reasonable efforts to the extent permitted by law to
do those things and take such actions as are needed by it for the Project to be successfully
developed.
ARTICLE 4
LAND USE REGULATION
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4.1 Zoning.
On the Effective Date, the zoning classification for the Project Site is Urban Core (East
Corridor), abbreviated as "UC(E)." The parties recognize and acknowledge that the zoning
classification of the Project Site as of the Effective Date does permit development of Phase I,
Phase II, and the Subsequent Phases on the Global Center Site. The City does hereby agree with
the Agency that it will not initiate any rezoning of the Global Center Site so as to prevent
subsequent development of Phase I, Phase II, or Subsequent Phases to the extent and for the uses
currently contemplated by the Development Agreement.
4.2 Development of Regional Impact.
The parties hereto acknowledge and agree that the Project is not a "development of
regional impact" as described in Section 380.06, Florida Statutes, and is not subject to review as
provided in that statute and applicable rules promulgated by the state and regional governmental
agencies.
4.3 Governmental Capacity; Established Procedures.
(1) The City's duties, obligations, responsibilities and covenants under this
Agreement shall not affect the City's rights, duties, obligations, authority and power to act in its
governmental and regulatory capacity in accordance with applicable laws, ordinances, codes or
other building or project regulations, provided that the City agrees with the Agency to act
reasonably and not impose any undue or extraordinary requirements or regulatory procedures on
the Project which are not applicable to projects of a similar size and nature.
(2) Notwithstanding any other provision of this Agreement or the Development
Agreement, any permitting, licensing or other regulatory approvals by the City shall be subject to
the established procedures and requirements of the City with respect to review and permitting of
a project of a similar or comparable nature, size or scope. In no event shall the City be required
by any provision of this agreement to take any action concerning regulatory approvals except
through its established processes and in accordance with applicable provisions of law.
4.4 Concurrency.
The parties heteto recognize and acknowledge that Florida law (specifically, Part II,
Chapter 163, Florida Statutes, and Rule 9J-5, Florida Administrative Code, collectively the
"Growth Management Act") impose restrictions on development if adequate public
improvements are not available concUrrently with that development to absorb and handle the
demand on public services caused by that development. As of the Effective Date, the parties
agree that the Global Center Project, as proposed by the Developer in the Proposal and the
Development Agreement, does not generate sufficient traffic or other impacts as to be adversely
affected by the City's concurrency management requirements.
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4.5 Permits.
(I) As provided in the Development Agreement, the Developer shall prepare and
submit to the appropriate governmental authorities, including the City, the applications for any
and all necessary Permits for the construction, installation and completion of the Global Center
Project and shall bear all costs of preparing such applications, applying for and obtaining such
permits, and the Agency shall payor cause to be waived the payment of any and all applicable
application, inspection, regulatory and impact fees or charges except as otherwise provided in
this Agreement.
(2) The Agency has agreed in the Development Agreement to cooperate with the
Developer in obtaining all necessary Permits required for the construction, installation and
completion of the Global Center Project.
(3) The Agency agrees to pay the cost of any Permits required for the construction,
installation and completion of the Project, including any Impact Fees. The City agrees that to the
extent permitted by law and in its discretion it may waive the payment of any such fees in lieu of
payment by the Agency.
ARTICLE 5
PLANS AND SPECIFICATIONS
5.1 Site Plan.
(a) The parties acknowledge that the Developer has prepared a preliminary Site Plan,
a copy of which is attached hereto as Exhibit "B," that contemplates development of the Global
Center Project consistent with the Proposal and the current zoning classification for the Global
Center Site. The Developer has agreed in the Development Agreement that during the term of
that Agreement any material changes to the preliminary Site Plan or any subsequent versions of
the Site Plan will be submitted to the Agency for approval.
(b) The Site Plan approved by the Agency shall be the basis for and incorporated into
the Global Center Project Plans and Specifications.
( c) The City does hereby approve the preliminary Site Plan attached hereto as Exhibit
"B."
5.2 Preparation of Global Center Plans and Soecifications.
(1) As provided in the Development Agreement, the Developer shall prepare, or cause
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to be prepared, the Global Center Project Plans and Specifications in sufficient detail and
description of the Global Center Project, both narratively and graphically, to allow the Agency
the opportunity to determine if those plans and specifications are consistent with the Proposal,
the Site Plan and the Plan, compatibility with the remainder of the Area, the quality of the
materials and construction of the Global Center Project within the scope of review set forth in the
Development Agreement.
(2)(a) The City does hereby consent to the preparation of the Global Center Project Plans
and Specifications, and any revisions thereto, by the Project Professionals, and the City will not
withhold approval of the Global Center Project Plans and Specifications because they were
prepared by the Project Professionals. The City hereby acknowledges and agrees that the
selection of the Project Professionals was and is the sole responsibility of, and within the
discretion of, the Developer, and the City will not participate, and has not previously
participated, in such selection by the Developer.
(b) The parties hereto mutually acknowledge and agree the Project Professionals are
not, individually or collectively, agents or representatives, either expressed or implied, of the
City or the Agency.
5.3 Review of Global Center Proiect Plans and Specifications.
The Development Agreement requires the Developer to prepare (or have
prepared) the Global Center Project Plans and Specifications, which are submitted to the Agency
for review and comment as provided in the Development Agreement and are submitted to the
City for review under the Land Development Code of the City and applicable ordinances, codes
and policies of the City acting in its governmental and regulatory capacity. The City agrees with
the Agency that it will promptly, diligently and in good faith review and act upon the Global
Center Plans and Specifications when received from the Developer. The City covenants and
agrees to approve any Global Center Project Plans and Specifications submitted to it which are in
substantial compliance with applicable ordinances, codes and policies and further agrees to
promptly issue the Permits for each part of the Global Center Project when the requirements for
such permits have been satisfied by the Developer.
5.4 Coordination with City Review. The City agrees to use its best efforts to coordinate
and expedite its review of the Global Center Project Plans and Specifications, and any part
thereof, with any review or approvals by the City.
5.5 Preparation ofInfrastructure Improvements Plans and Specifications.
The Agency shall be responsible for the preparation of the Infrastructure Improvements
Plans and Specifications. The Agency shall submit the preliminary Infrastructure Improvements
Plans and Specifications to the Developer for review and comment prior to completion of such
Public Improvements Plans and Specifications.
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ARTICLE 6
PROJECT SITE
6.1 Ownership of the Proiect Site. As of the Effective Date the Agency is the owner
of all of the Global Center Site except for the North 5 feet of the South 35 feet of Lot 2, Janie
Daniels Subdivision, Pinellas County, Florida.
6.2 Title Conditions. The Agency covenants and agrees with the City to obtain and
maintain good and merchantable title to all of the Project Site and to take such reasonable actions
as are necessary to clear any title conditions or defects which prevent the Agency from having
good and merchantable title.
6.3 Resale to Develooer. The Agency represents to the City and the City
acknowledges that the Agency will sell the Global Center Site to the Developer for the Purchase
Price as provided in the Development Agreement. The City agrees that the Agency shall retain
the proceeds of the Purchase Price and deposit them in the Global Center Project Account and
use the proceeds thereof to pay the cost of the Infrastructure Improvements.
ARTICLE 7
INFRASTRUCTURE IMPROVEMENTS; GLOBAL CENTER PROJECT
7.1 Infrastructure Improvements.
The Agency is required by the Development Agreement to plan, construct, install, equip
and complete the Infrastructure Improvements or cause other(s), including the City, to plan,
construct, install, equip and complete the Infrastructure Improvements so that the Infrastructure
Improvements are substantially complete in substantial accordance with the Infrastructure
Improvements Plans and Specifications no later than the Infrastructure Improvements
Completion Date. The Agency has agreed to coordinate the planning, design and construction
and installation of the Infrastructure Improvements with the Global Center Project being planned,
designed, constructed and installed by the Developer.
7.2 Infrastructure Imorovements Financing.
(1) The cost of the Infrastructure Improvements shall be paid from funds legally
available to the Agency. The Agency and the City agree the Agency may retain the amount of
the Purchase Price so as to have funds in sufficient amounts to pay the costs of the Infrastructure
Improvements and to have such funds available when needed to pay such costs.
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(2) In no event shall the obligations either express or implied, of the Agency under
the provisions of this Agreement to pay the costs of the Infrastructure Improvements be or
constitute a general obligation or indebtedness of the City or the Agency, or both, or a pledge of
the ad valorem taxing power of the City or the Agency, or both, within the meaning of the
Constitution of the State of Florida or any other applicable laws, but shall be payable solely from
legally available revenues and funds. The Developer, any Construction Lender or any
Contractor, subcontractor, materialman, or supplier for any part of the Project, shall not have the
right to compel the exercise of the ad valorem taxing power of the Agency or the City or any
other governmental entity on any real or personal property or taxation in any form to pay the
Agency's obligations or undertakings hereunder.
7.3 Construction of the Infrastructure Improvements.
(1) Following approval of the Infrastructure Improvements Plans and Specifications
and in coordination with the construction of the Global Center Project, the City will cause
construction and installation of the Infrastructure Improvements to begin and cause it to proceed
to completion in substantial compliance with the Infrastructure Improvements Plans and
Specifications and the Infrastructure Schedule. It is the intent of the parties to this Agreement
that construction of the Infrastructure Improvements will be substantially complete in accordance
with the Infrastructure Schedule. Nothing herein shall be deemed to require or mandate the City
to commence construction and installation of the Infrastructure Improvements, or any part
thereof, prior to the Developer commencing construction and installation of the Global Center
Project, or any part thereof.
(2) The City agrees to undertake the design, construction and installation of the
Infrastructure Improvements in accordance with its normal and customary procedures for the
solicitation of bids from contractors, awarding of design and construction contracts, and for
administration of the construction through to completion. The City acknowledges that the
Infrastructure Improvements are essential to the successful development of the Global Center
Project and will do all which is reasonably possible to accomplish the design, construction and
equipping of the Infrastructure Improvements in accordance with the Infrastructure Schedule.
The City further acknowledges that, based upon representations made by the Agency, in any
event the Infrastructure Improvements must be constructed so as to permit the Developer to
obtain a certificate of occupancy for Phase I of the Global Center Project no later than June 30,
1999 (time being of the essence).
(3) The City will keep the Agency apprised as to the status of the design and
construction of the Infrastructure Improvements and will promptly notify the Agency if there are
any delays during the course of design or construction which could affect the Infrastructure
Schedule or the Infrastructure Improvements Completion Date.
(4) The City Engineer will oversee, supervise and coordinate the bidding and
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awarding of the City's contracts for design and construction services pertaining to the
Infrastructure Improvements and will oversee, supervise and coordinate the design and
construction of such improvements so that they are substantially completed in accordance with
the Infrastructure Improvements Plans and Specifications and the Infrastructure Schedule and
will coordinate the design and construction of the Infrastructure Improvements with the design
and construction of the Global Center Project, including the development of a design and
construction milestone schedule.
7.4 Construction of the Global Center Proiect.
(1) Following approval of the Global Center Project Plans and Specifications and in
coordination with the construction of the Infrastructure Improvements, the Developer has agreed
in the Development Agreement to cause construction and installation of Phase I of the Global
Center Project to begin and cause it to proceed to completion in substantial compliance with the
Global Center Project Plans and Specifications. It is the intent of the parties to this Agreement
that construction of Phase I of the Global Center Project will be substantially complete no later
than contemporaneously with the completion of the Infrastructure Improvements, but in any
event the parties acknowledge that the Infrastructure Improvements must be completed so as to
permit the Developer to obtain a certificate of occupancy for Phase I of the Global Center Project
no later than June 30, 1999 (time being of the essence). Any significant deviations from the
approved Global Center Project Plans and Specifications shall be submitted by the Developer to
the Agency for review and approval and the Agency agrees to submit them to the City for review
and approval prior to any action by the Agency.
7.5 Infrastructure Improvements Completion.
(1) Upon the completion of the construction and installation of the Infrastructure
Improvements substantially in accordance with the standards in the Development Agreement and
the Infrastructure Improvements Plans and Specifications such that those improvements are
substantially complete, the Agency, with the concurrence of the City, shall prepare and execute
the Infrastructure Improvements Completion Certificate, and deliver it to the Developer. Upon
receipt of the certificate, the Developer shall determine if construction and installation of the
Infrastructure Improvements has been so completed, and, if so, shall execute the certificate and
return it to the Agency.
(2) The Infrastructure Improvements Completion Certificate shall be in a form
sufficient to be recorded in the public records of Pinellas County, Florida. After execution
thereof by the parties hereto, it shall be returned to the Agency, which shall be responsible for
having the certificate promptly recorded in the public records of Pinellas County, Florida. The
Agency shall be responsible for the cost of such recording.
7.6 Global Center Project Comoletion Certificate.
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(I) Upon the completion of the construction, installation and equipping of Phase I of the
Global Center Project substantially in accordance with the Global Center Project Plans and
Specifications such that it is substantially complete, the Developer shall prepare and execute the
Phase I Global Center Project Completion Certificate, and deliver it to the Agency. Upon receipt
of the certificate, the Agency, after consultation with the City, shall determine if construction,
installation and equipping of Phase I of the Global Center Project has been so completed, and, if
so, shall execute the certificate and return it to the Developer. The parties acknowledge and
agree that the Agency is not obligated to find that the Global Center Project have been completed
and execute the Global Center Project Completion Certificate unless and until the City Engineer
has determined the Global Center Project are substantially complete and the Global Center
Project are substantially in conformity with the Site Plan, the Global Center Project Plans and
Specifications and the terms in the Development Agreement.
(2) The Phase I Global Center Project Completion Certificate shall be in a form
sufficient to be recorded in the public records of Pinellas County, Florida. After execution
thereof by the parties hereto, it shall be returned to the Developer, which shall be responsible for
having the certificate promptly recorded in the public records of Pinellas County, Florida. The
Developer shall be responsible for the cost of such recording.
7.7 Infrastructure Proiect Coordination.
(1 ) It is the intent and desire of the parties hereto that the design and construction of
each part of the Infrastructure Improvements and the Global Center Project be coordinated with
other parts of the Project and the design, construction and installation of the Infrastructure
Improvements and the Global Center Project shall be done so as to minimize conflicts, improve
efficiency and avoid delays in completion of the Infrastructure Project and each part thereof.
(2) Prior to the commencement of the Global Center Project or the Infrastructure
Improvements as contemplated by the Infrastructure Schedule, the parties shall cooperate with
one another and with the Developer to coordinate and develop the timing of construction
milestones for all of the Infrastructure Improvements so that each component is fully integrated
with the other. Said jointly approved construction milestone schedule shall be finally approved
by the parties prior to the Closing Date. The parties covenant and agree to use best efforts to
comply with the schedule set forth therein.
(3) The Agency and the City shall each designate a person to coordinate the planning,
construction, installation, equipping and completion of the Infrastructure Improvements with the
construction of the Global Center Project.
7.8 Unavoidable Delav.
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(1) 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
paragraph (2) as an event of "Unavoidable Delay" shall be excused in the manner provided in
this Section 7.9.
(2) "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, 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).
(3) An application by any party hereto (referred to in this paragraph (3) and in
paragraph (4) as the "Applicant") for an extension of time pursuant to subsection (1) 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 seven (7) days following the occurrence of the event or condition
causing the Unavoidable Delay or seven (7) days following the Applicant becoming aware (or
with the exercise of reasonable diligence should have become aware) of such occurrence.
(4) The Applicant 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 from proceeding with its rights, duties and obligations under this Agreement affected
by such occurrence.
(5) If Unavoidable Delay is invoked by any party to this Agreement, then any time
period or deadlines applicable to the other party shall be tolled during and to the extent of the
time period caused by the Unavoidable" Delay.
7.9 Restrictions on Use.
(l)Prior to the earlier of the Termination Date or the Expiration Date, the City agrees with
the Agency that no use of the Global Center Project Site shall be permitted other than as a
corporate headquarters and professional office space as described in the Development
Agreement. If the Developer or the person, if other than the Developer, intend to use the Global
Center Project or Global Center Project Site for any other use(s), then a request for a release from
the any part of or all of the restriction shall be filed with the Agency. The Agency shall promptly
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consider such request and after consultation with the City and either deny the request, approve
the request as filed, or approve the request subject to such tenns, conditions and limitations as
the Agency may reasonably require. If any release of the use restriction is approved by the
Agency, an instrument evidencing such release and in such fonn that it may be recorded, shall be
recorded in the public records of Pinellas County, Florida, and the cost of such recording shall be
paid by the person requesting the release. Nothing herein is intended or shall be deemed to
affect any restriction on use of the Global Center Project Site by application of any law,
ordinance, regulation or other restriction, nor is anything herein intended to prevent temporary
uses of the Project Site for certain uses such as construction, construction trailers, sales and
marketing events, tents, parties, and other such events to the extent such are approved, pennitted
or licenses as provided by applicable law,
(2) The restrictions contained in this Section 7.9 shall not apply to the Construction
Lender or any other person who obtains title to the Global Center Project or the Global Center
Site through foreclosure or conveyance in lieu of and in anticipation of foreclosure. The
restrictions contained herein shall automatically terminate upon the earlier of the Termination
Date or the Expiration Date hereof, provided, however, in no event shall the restrictive covenant
herein survive the tenth (10th) anniversary of the Effective Date. The parties acknowledge and
agree that this Section 7.9 survives the early termination of this Agreement as a result of a
termination of the Development Agreement by the Developer pursuant to subsection (g) of
Section 13.05 thereof until the tenth (10th) anniversary of the Effective Date, and upon such
tenth (lOth) anniversary the provisions of this Section 7.9 shall tenninate.
7.10 Agency and City Not in Privity with Contractors. The City and the Agency shall
not be deemed to be in privity of contract with any Contractor or provider of goods or services
with respect to the construction of any part of the Global Center Project.
7.11 Failure to Timely Construct Infrastructure Improvements. In the event the City
fails to timely construct and complete the Infrastructure Improvements in accordance with the
Infrastructure Schedule so that substantially due to such failure by the City the Developer is
unable, without extraordinary measures, to obtain a certificate of occupancy for Phase I on or
before June 30, 1999 (time being of the essence), then the Agency may exercise any and all
rights or remedies as provided in Section 10.2 hereof including, but not limited to, the exercise
by the Agency of its self-help rights in connection with the construction and completion of the
Infrastructure Improvements, as well as recovery of liquidated damages by the Developer in the
amounts provided in Section 10.2 for any delays in completion of Phase I of the Global Center
Project so that it cannot be occupied on or before June 30, 1999 which result substantially from
any delay by the City in timely completing the Infrastructure Improvements in accordance with
the Infrastructure Schedule. It is the intent of the parties that in the event of a delay in the
construction and completion of the Infrastructure Improvements which delays the completion of
Phase I so that it cannot be occupied by June 30, 1999, the liquidated damages provided for in
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Section 10,2 shall apply only in the event the delay was substantially due to actions or non-
actions on the part of the Agency, the City or their contractors for the Infrastructure
Improvements and also that the Agency will cooperate with the City and take such reasonable
and necessary actions as are necessary for the Developer to complete Phase I so it may be
occupied by June 30, 1999, without extraordinary measures, including payment of overtime and
premium to Contractors or others to complete Phase I.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES
8.1 Representations and Warranties of the Agencv. The Agency represents and
warrants to the City that each of the following statements is presently true and accurate and can
be relied upon by the City:
(1) The Agency is the duly created and designated community redevelopment agency
of the City, a validly existing body politic and corporate of the State, has all requisite corporate
power and authority to carry on its business as now conducted and to perform its obligations
under this Agreement and each document contemplated hereunder to which it is or will be a
party .
(2) This Agreement and each document contemplated hereby, specifically including
but not limited to the Development Agreement, to which the Agency is or will be a party has
been duly authorized by all necessary action on the part of, and has been or will be executed and
delivered by, the Agency and neither the execution and delivery thereof, nor compliance with the
terms and provisions thereof or hereof: (a) requires the approval and consent of any other party,
except such as have been duly obtained, (b) contravenes any existing law, judgment,
governmental rule, regulation or order applicable to or binding on the Agency, or (c) contravenes
or results in any breach of, default under or result in the creation of any lien or encumbrance
upon any party under any indenture, mortgage, deed of trust, bank: loan or credit agreement,
applicable ordinances, resolutions or any other agreement or instrument to which the Agency is a
party, specifically including any covenants of any bonds, notes or other obligations of the
Agency outstanding on the Effective Date.
(3) This Agreement and each document contemplated hereby, including the
Development Agreement, to which the Agency is or will be a party constitutes, or when entered
into will constitute a legal, valid and binding obligation of the Agency enforceable against the
Agency in accordance with the terms thereof, except as such enforceability may be limited by
applicable bankruptcy, insolvency or similar laws from time to time in effect which affect
creditors' rights generally and subject to usual equitable principles in the event equitable
remedies are involved.
(4) There are no pending or, to the knowledge of the Agency, threatened actions or
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proceedings before any court or administrative agency against the Agency, which question the
validity of this Agreement, the Development Agreement or any instrument or document
contemplated herein, or which are likely in any case or in the aggregate to materially adversely
affect the successful redevelopment of the Project and the consummation of the transactions
contemplated hereunder or the financial or corporate conditions of the Agency.
(5) This Agreement does not violate any laws, ordinances, rules, regulations, orders,
contracts, or agreements that are or will be applicable thereto.
8.2 Representations and Warranties of the City. The City represents and warrants to
the Agency that each of the following statements is presently true and accurate and can be relied
upon by the Agency:
(1) The City is a validly existing municipal corporation of the State, has all requisite
corporate power and authority to carry on it business as now conducted and to perform its
obligations under this Agreement and each document contemplated hereunder to which it is or
will be a party.
(2) This Agreement and each document contemplated hereby to which the City is or
will be a party has been duly authorized by all necessary action on the part of, and has been or
will be executed and delivered by, the City and neither the execution and delivery thereof, nor
compliance with the terms and provisions thereof or hereof: (a) requires the approval and
consent of any other party, except such as have been duly obtained, (b) contravenes any existing
law, judgment, governmental rule, regulation or order applicable to or binding on the City, or (c)
contravenes or results in any breach of, default under or result in the creation of any lien or
encumbrance upon any party under any indenture, mortgage, deed of trust, bank loan or credit
agreement, applicable ordinances, resolutions or any other agreement or instrument to which the
City is a party, specifically including any covenants of any bonds, notes or other obligations of
the City outstanding on the Effective Date.
(3) This Agreement and each document contemplated hereby to which the City is or
will be a party constitutes, or when entered into will constitute a legal, valid and binding
obligation of the City enforceable against the City in accordance with the terms thereof, except as
such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from
time to time in effect which affect creditors' rights generally and subject to usual equitable
principles in the event equitable remedies are involved.
(4) There are no pending or, to the knowledge of the City, threatened actions or
proceedings before any court or administrative agency against the City, which question the
validity of this Agreement, the Development Agreement or any instrument or document
contemplated herein, or which are likely in any case or in the aggregate to materially adversely
affect the successful redevelopment of the Project and the consummation of the transactions
contemplated hereunder or the financial or corporate conditions of the City.
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(5) This Agreement does not violate any laws, ordinances, rules, regulations, orders,
contracts, or agreements that are or will be applicable to the City.
ARTICLE 9
INDEMNIFICATION
9.1 Indemnification bv the Agencv.
(1) In consideration of the City undertaking the Infrastrcuture Improvements and such
other actions as are provided herein, and other valuable consideration, to the extent permitted by
law, the Agency shall pay, indemnify and save harmless the City, its agents, guests, invitees and
employees from all suits, actions, claims, demands, damages, losses and other reasonable
expenses and costs of every kind and description to which the City, its agents, guests, invitees or
employees may be subjected to by reason of injury to persons or death or property damage
resulting from or growing out of any commission, omission, negligence or fault of the Agency,
its agents or employees, the Developer, or their contractors or subcontractors in connection with
(a) any building, construction, installation or development work, service or operation being
undertaken or performed by or for the Agency or the Developer in, on, under, or over the Project
Site, or (b) any uses, occupancy, maintenance, repair and improvements, or operation of all or
part of the Project Site by or for the Agency or the Developer; provided, however, such
indemnification shall not be applicable to the extent a decision or judgment of a court of
competent jurisdiction holds that any injury to persons or death or property damage was the
result of acts of commission, omission, negligence or fault of the City, its agents or employees.
(2) This Section 9.1 shall not be deemed or construed to provide any indemnification
by the Agency for the benefit of any third parties other than the City (specifically including, but
not limited to, the Developer), nor a waiver by the Agency of any liability of the City which the
Agency may be entitled to recover damages notwithstanding any provision of this Agreement to
the contrary.
9.2 Environmental Indemnification.
(a) The City agrees to indemnify, defend and hold harmless the Agency, its officers,
directors, employees, agents, attorneys, contractors, lenders, successors and assigns (including.
but not limited to, any successors or assigns to any interest of the Agency in the Project Site)
(collectively, "Environmental Indemnified Party") from and against any and all actions
(including, but not limited to, lawsuits, enforcement actions, and administrative actions), claims,
damages (including, but not limited to, consequential damages but excluding punitive damages),
losses (including, but not limited to, losses resulting from increased cost or delays in construction
or development and losses resulting from any diminution in value or marketability of the Project
Site), expenses, costs (including, but not limited to, all restoration, remediation and clean-up
costs), fines, judgments or liabilities whatsoever, including all reasonable attorneys fees, which
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may at any time be filed against, imposed upon, incurred by or asserted or awarded any
Environmental Indemnified Party or the Project Site, directly or indirectly arising from, out of,
related to, pursuant to or in connection with
(i) the presence, discharge or release of any Hazardous Substances on, in, under or about the
Project Site at any time prior to or at the time of the conveyance of the Global Center Site
to the Developer by the Agency; or
(ii) the application of any Environmental Law to the acts or omissions of the City or its
respective officers, employees, agents, successors or assigns in connection with the
Project Site; or
(iii) the City's failure to comply with any Environmental Law with respect to the Project Site.
In any action in which any Environmental Indemnified Party asserts a claim against the
City under this environmental indemnity, there shall exist a rebuttable presumption that such
Hazardous Substances were present, released or discharged on or about the Project Site prior to
the time of closing. Accordingly, the City shall have the burden of proving that the Hazardous
Substances giving rise to such action or proceeding were not present, released or discharged on
or about the Project Site at or prior to the time of closing of the conveyance of the Global Center
Site to the Developer by the Agency.
With respect to the petroleum, 1 , 2 dichloroethane and any other pollution or
contamination at the Project Site described in the reports identified in Section 9.3 below, the
Agency acknowledges receipt of the reports listed therein and represents that, to the best of the
Agency's knowledge, the presence of the petroleum, I, 2 dichloroethane contamination and any
other pollution or contamination at the Project Site therein will not increase the cost of, or delay,
Developer's current construction or development plans for the Project Site.
(b) To exercise its indemnification rights hereunder, an Environmental Indemnified
Party shall promptly notify the City of any such claim in respect of which indemnity is sought
hereunder. Any such notice shall be given in good faith, be reasonably specific and shall set
forth in reasonable detail, if available, the nature of the alleged loss, claim, damage, expense or
liability of the action or proceeding. An Environmental Indemnified Party shall advise the City
of all material facts relating to such assertion within the direct and actual knowledge of a
Environmental Indemnified Party and, in the event of a third party claim or action, shall afford
the City the opportunity, at the City's sole cost and expense, to defend against such claims,
actions or proceedings. In any such claim, a Environmental Indemnified Party shall have the
right to retain its own counsel, and the fees and expenses of such counsel shall be at its own
expense unless the City and the Environmental Indemnified Party mutually agree in writing to
the retention of such counsel at the City's expense.
(c) An Environmental Indemnified Party shall have no right to settle or compromise
any claims subject to indemnification hereunder if Agency notifies the Environmental
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Indemnified Party that the City intends to defend against such claim and undertakes such defense
within fifteen (15) days after receiving written notice of such claim, and continues such defense
throughout the pendency of such claim. If the City fails to undertake such defense or continue
such defense throughout the pendency of such claim, then, in such event, the Environmental
Indemnified Party may undertake to settle or compromise any claim upon such terms and
conditions as the Environmental Indemnified Party deems necessary or appropriate, and all
amounts incurred by the Environmental Indemnified Party (including its attorneys' fees) in
connection with the settlement or compromise of such claim shall be paid by City to the extent
such amounts are covered by the indemnification provided in this Development Agreement.
Except as provided above, the City shall not be liable for any settlement effected without the
City's consent of any claim for which indemnity may be sought hereunder.
(d) The provisions of this Section 9.2 shall survive the expiration or termination of
this Agreement. Further, the indemnification provisions contained in this Section 9.2 shall be in
addition to any other remedy or indemnification provided to the Agency under this Agreement
and the foregoing indemnity shall not in any way be subject to limitations imposed upon the
Agency with respect to any remedy or indemnification, including, but not limited to, any such
limitation contained in Section 10.2 of this Agreement.
9.3 Environmental Remediation.
(a) In addition to the requirements of Section 9.2, the City agrees that it will, on
behalf of the Agency, fully and completely clean up, remove and remediate, and pay all costs and
expenses with respect to such remediation, all petroleum and 1,2 dichloroethane contamination
present at the Project Site and as reported in the following documents:
Contamination Assessment Report, City of Clearwater, Former Montgomery
Wards, 10 South Missouri Avenue, Clearwater, Florida, FDEP Facility
#529401089, dated December 19, 1994, prepared by Dow Environmental, Inc.
Contamination Assessment Report Addendum, City of Clearwater, Former
Montgomery Wards, 10 South Missouri Avenue, Clearwater, Florida, FDEP
Facility #529401089, dated November 1995, prepared by Dow Environmental,
Inc.
Remedial Action Plan for Former Montgomery Wards, 10 South Missouri
Avenue, Clearwater, Florida, FDEP Facility #529401089, dated December 1996,
prepared by Post, Buckley, Schuh & Jernigan, Inc.
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Remedial Action Plan-Modification for Former Montgomery Wards, 10 South
Missouri Avenue, Clearwater, Florida, FDEP Facility #529401089, dated
February 20, 1997, prepared by Post, Buckley, Schuh & Jernigan, Inc.
Letter Report to Tom Stodd, Florida Department of Environmental Protection, re:
Former Montgomery Wards, 10 South Missouri Avenue, Clearwater, Florida,
FDEP Facility ID No. 529401089, dated January 2, 1998, prepared by Post,
Buckley, Schuh & Jernigan, Inc.
Letter Report to Tom Stodd, Florida Department of Environmental Protection, re:
Former Montgomery Wards, 10 South Missouri Avenue, Clearwater, Florida,
FDEP Facility ID No. 529401089, dated March 2, 1998, prepared by Post,
Buckley, Schuh & Jernigan, Inc.
City of Clearwater, 14-Acre Parcel, Located at Missouri Avenue and Cleveland
Street, Report, Clearwater, Florida, dated April 10, 1998, prepared by Post,
Buckley, Schuh and Jernigan, Inc.
Letter Report to Tom Stodd, Florida Department of Environmental Protection, re:
Former Montgomery Wards, 10 South Missouri Avenue, Clearwater, Florida,
FDEP Facility ID No. 529401089, dated June I, 1998, prepared by Post, Buckley,
Schuh & Jernigan, Inc.
The City's obligation under this Section 9.3 to remediate the petroleum and 1,2
dicWoroethane contamination shall be satisfied upon receipt of a non-appealable order or other
fmal agency action from the Florida Department of Environmental Protection ("FDEP") that no
further assessment or remedial action is required by FDEP and, if applicable, the issuance of a
Site Rehabilitation Completion Order ("SRCO") for the Project Site. In the event FDEP issues a
No Further Action ("NF A") Order with Conditions, which conditions shall not delay, hinder,
interfere with or render more costly Developer's development of the Project Site, the City shall
be obligated to comply fully with the monitoring and other requirements of the NF A Order with
Conditions. In the event FDEP determines that the Project Site is eligible for a NF A Order with
Conditions, Developer acknowledges that FDEP may require the current owner of the Project
Site to execute a restrictive covenant. In the event FDEP's NF A Order with Conditions is issued
following transfer of title to Developer of the property subject to the NF A Order With
Conditions, the Agency agrees to execute a restrictive covenant in the general form and content
as that executed by the City or as otherwise required by FDEP. The City agrees that it shall
undertake such remediation as described above in a manner which does not delay, hinder,
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interfere with or render more costly the development of the Project Site, whether by the Agency
or by some other person, including the Developer.
In the event the Agency or the Developer is unable to install an irrigation well on the
Project Site for servicing the Project Site, as a result of the restrictive covenant, the City shall
provide the Agency in perpetuity with access to water for irrigation purposes in amounts
sufficient to irrigate the Project Site at a cost which shall not exceed the cost that Agency would
otherwise incur for the installation and operation of irrigation wells in the event the restrictive
covenant would not otherwise prohibit such activity. Further, if such restrictive covenant
prevents Agency from installing such an irrigation well on the Phase I Property, and,
accordingly, Agency installs such irrigation well on the Phase II Property, then, in the event
Agency exercises the Phase II Option as provided in Section 8.07 of the Development
Agreement, Agency shall be entitled to reserve for the benefit of the Phase I Property such
amounts as are necessary for the continued use and maintenance of and access to such irrigation
well. Agency agrees that it shall undertake such remediation as described above in a manner
which does not delay, hinder, interfere with or render more costly Agency's or Developer's
development of the Project Site. The City acknowledges that as a result of the Agency entering
into the Development Agreement with the Developer, the provisions of this paragraph are also
for the benefit of the Developer and shall, upon notice by the Agency to the City, impose an
obligation on the City to provide access to water for irrigation purposes to the Developer as well
as or in lieu of the Agency.
ARTICLE 10
DEFAULT;TERNUNATION
10.1 Default by the Agency.
(1) Provided the City is not then in default under this Agreement as set forth in
Section 10.2 hereof, there shall be an "event of default" by the Agency under this Agreement
upon the occurrence of anyone or more of the following:
(a) The Agency shall fail to perform or comply with any material provision of this
Agreement; or
(b) The Agency shall make a general assignment for the benefit of its creditors, or
shall admit in writing its inability to pay its debts as they become due or shall file a petition in
bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file a petition seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief
under any present or future statute, law or regulation of shall file an answer admitting, or shall
fail reasonably to contest, the material allegations of a petition filed against it in any such
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proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or
liquidator of the Agency or any material part of its properties; or
(c) Within sixty (60) days after the commencement of any proceeding by or against
the Agency 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 if, within sixty (60) days after the appointment
without the consent or acquiescence of the Agency or any trustee, receiver or liquidator of the
Agency or of any material part of its properties, such appointment shall not have been vacated.
(d) An event of default by the Agency under the Development Agreement has
occurred and not been cured within the time period permitted therein.
(2) If an "event of default" described in Subsection 10.1(1) hereof shall have
occurred, the City, after giving thirty (30) days written notice of such event of default to the
Agency, and upon expiration of such thirty (30) day notice period, if such event of default has
not been cured, the City shall seek to enforce the terms of this Agreement.
10.2 Default by the City.
(1) Provided the Agency is not then in default under this Agreement as set forth in
Section 10.1 hereof, there shall be an "event of default" by the City under this Agreement upon
the occurrence of the following: (a) the City shall fail to perform or comply with any material
provision of this Agreement, specifically including, but not limited to, the failure to convey the
City Property to the Agency when such conveyance is scheduled to take place as provided
herein, or (b) failure of the City to timely commence, construct and complete the construction
and installation of the Infrastructure Improvements.
(2) If an "event of default" described in Subsection 10.1(1) hereof shall have
occurred, the Agency, after giving thirty (30) days written notice of such event of default to the
City, and upon expiration of such thirty (30) day notice period, if such event of default has not
been cured, the Agency shall seek to enforce the terms of the Agreement.
(3) In the event a default by the City under this Agreement in constructing and
completing the Infrastructure Improvements in accordance with the Infrastructure Schedule and
substantially as a result of that default and with the Developer exercising reasonable measures to
complete construction of Phase I on schedule as contemplated by the Development Agreement,
tb-e completion of Phase I of the Global Center Project is not completed so that the structure may
be occupied no later than June 30, 1999, then in such event, City and Agency agree that Agency
shall be entitled as liquidated damages, and not as a penalty, to the swn of$3,419.00 per day for
each day of delay in completion of Phase I of the Global Center Project resulting from the default
by the City in completing the Infrastructure Improvements so as to cause the delay in completion
of Phase I. Agency and City acknowledge and agree that the foregoing amount of liquidated
26
IMR Interlocal Agreement
I
I
damages has been agreed upon by Agency and City because of the difficulty and uncertainty in
calculating Agency's actual damages in the event that City's default in the timely construction of
the Infrastructure Improvements causes delay in the completion of construction of Phase I of the
Global Center Project so that it cannot be occupied as of June 30, 1999. Agency and City agree
that the foregoing amount of liquidated damages is reasonable and not a penalty. The parties
agree that any curative period described in this Article 10 will not in any event, apply to the
extent such curative period results in a delay in Developer's completion and occupancy of Phase I
beyond June 30, 1999 for purposes of this paragraph (3).
(4) In the event of a default by City in the construction and completion of the
Infrastructure Improvements which is not cured within the cure period provided in paragraph (2)
above, Agency may elect, at its option, without limiting Agency's right to pursue any other
remedy provided in this Agreement (including, but not limited to, Agency's right to pursue
liquidated damages), to undertake to complete construction of the Infrastructure Improvements in
such a manner as Agency deems reasonably necessary or appropriate under the circumstances.
In such event, the Infrastructure Plans and Specifications, working drawings, construction
contracts, contract documents, Building Permits, Permits and any other documents or
information related to the construction of the Infrastructure Improvements will be deemed then
assigned by City to Agency without the necessity of any other action being taken or not taken by
any party hereto, and City shall undertake all steps as are reasonably necessary to assist Agency
in gaining access to the areas upon which the Infrastructure Improvements are to be made. In the
event Agency elects to exercise such construction of the Infrastructure Improvements, City shall
be obligated to promptly reimburse Agency for all costs (including any costs of overtime or
premium work necessary to achieve the completion of the Infrastructure Improvements in
accordance with the Infrastructure Schedule or as required to avoid delay in completion of Phase
I), incurred by Agency in connection with such construction of the Infrastructure Improvements.
Such reimbursement shall include interest on the amounts so expended by Agency at the rate of
twelve percent (12%) per annum from the date such amounts were expended by Agency until the
date they have been reimbursed by City.
10.3 Obligations. Rights and Remedies Exclusive. The rights and remedies specified
herein to which either the Agency or City are entitled are exclusive and are intended to be to the
exclusion of any other remedies or means of redress to which the Agency or the City may
otherwise lawfully be entitled.
10.4 Non-Action on Failure to Observe Provisions of this Agreement. The failure of
the Agency or the City to promptly insist upon strict performance of any term, covenant,
condition or provision of this Agreement, or any exhibit hereto or any other agreement
contemplated hereby shall not be deemed a waiver of any right or remedy that the Agency or the
City may have, and shall not be deemed a waiver of a subsequent default or nonperformance of
such term, covenant, condition or provision.
10.5 Effect of Termination.
27
IMR Interloeal Agreement
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I
(1) Upon the termination or expiration of the Development Agreement, then this
Agreement shall terminate and all obligations of the parties hereto shall then cease and, except as
otherwise provided in this Agreement, be released and no longer be of any force and effect,
provided, however, and notwithstanding the foregoing provisions of this Section 10.5, the
following obligations of Agency and the City shall survive the expiration of this Agreement and
shall remain in full force and effect in accordance with the terms of this Agreement: (i) the
obligation of Agency to timely pay the fees, charges and Impact Fees contemplated by
Section 3.04(a) of the Development Agreement or the City to waive any such fees, charges, and
Impact Fees with respect to any Subsequent Phases (but excluding any such fees, charges or
Impact Fees which relate to Subsequent Excess Phases); (ii) the indemnity obligations of the
Agency and the City as contained in Article 9 hereof, specifically including the environmental
indemnification in Section 9.2; (iii) the environmental remediation obligations of the City and
the obligation to provide access to water for irrigation as contained in Section 9.3 hereof;
(iv) Agency's obligation to use increment revenues attributed to the Global Center Project in the
manner set forth in Section 5.09 and Section 7.10(a)(11) of the Development Agreement; and (v)
any other provision of this Agreement which expressly states it survives expiration or
termination of this Agreement.
(2) In the event of a termination of this Agreement pursuant to this Section 10.5,
neither the City nor the Agency shall be obligated or liable one to the other in any way, financial
or otherwise, for any claim or matter arising from or as a result of this Agreement or any actions
taken by the City or the Agency, or both, thereunder or contemplated hereby; provided, however,
that if any suits, actions, claims, or demands of any kind shall be made against the City or the
Agency, or both of them, seeking damages, expenses and costs (including attorneys' fees), or any
other relief, arising from or as the result of any omission, negligence or fault of the City or the
Agency in connection with this Agreement or any actions taken by the City or the Agency, or
both of them, hereunder or contemplated hereby, the indemnification provisions of Article 9
hereof shall apply and shall survive termination of this Agreement.
10.6 Termination Certificate
(a) In the event of a termination of this Agreement prior to the Expiration Date, each
of the parties hereto does covenant and agree with the other to promptly execute a certificate
prepared by the party electing to terminate this Agreement, which certificate shall expressly state
that this Agreement has been terminated in accordance with its terms, is no longer of any force
and effect except for those provisions hereof which expressly survive termination, that the rights,
duties and obligations of the parties hereto have been terminated and released (subject to those
surviving provisions hereof).
(b) The certificate described in subsection (a) shall be prepared in a form suitable for
recording and promptly after execution by all of the parties hereto shall be recorded in the public
records of Pinellas County, Florida. The cost of recording the termination certificate shall be
28
IMR Interloeal Agreement
I
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paid by the Agency.
ARTICLE 11
MISCELLANEOUS
11.1 Amendments. This Agreement may be amended by the mutual written agreement
of the Agency and the City at any time and from time to time, which amendments shall become
effective upon filing thereof with the Clerk of the Circuit Court of Pinellas County, Florida,
pursuant to Section 163.01(11), Florida Statutes.
11.2 Agreement Constitutes Contract. The Agency and the City acknowledge that the
parties hereto will rely on the pledges, covenants and obligations created herein for the benefit of
the parties hereto, and this Agreement shall be deemed to be and constitute a contract between
the Agency and the City as of the Effective Date.
11.3 Assignment. Neither party may assign or transfer any or all of its duties, rights,
responsibilities, or obligations under this Agreement to any other party or any person not a party
to this Agreement without the express prior approval of the other party to this Agreement.
11.4 Severability. The provisions of this Agreement are severable, and it is the
intention of the parties to confer the whole or any part of the powers herein provided for and if
any of the provisions of this Agreement or any other powers granted by this Agreement shall be
held unconstitutional, invalid or void by any court of competent jurisdiction, the decision of said
court shall not affect or impair any of the remaining provisions of this Agreement. It is hereby
declared to be the intent of the parties hereto that this Agreement would have been adopted,
agreed to, and executed had such unconstitutional, invalid or void provision or power not been
included therein.
11.5 Controlling law. Any and all provisions of this Agreement and any proceeding
seeking to enforce and challenge any provision of this Agreement shall begovemed by the laws
of the State of Florida. Venue for any proceeding pertaining to this Agreement shall be Pinellas
County, Florida.
11.6 Members of the Agency and City Not Liable.
(1) All covenants, stipulations, obligations and agreements of the Agency and the
City contained in this Agreement shall be deemed to be covenants, stipulations, obligations and
agreements of the Agency and the City, respectively, to the full extent authorized by the Act and
provided by the Constitution and laws of the State of Florida.
29
IMR Interlocal Agreement
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(2) No covenant, stipulation, obligation or agreement controlled herein shall be
deemed to be a covenant, stipulation, obligation or agreement of any present or future individual
member of the governing body or agent or employee of the Agency or the City in its, his or their
individual capacity, and neither the members of the Governing Body of the Agency or the City or
any official executing this Agreement shall individually be liable personally or shall be subject to
any accountability by reason of the execution by the Agency or the City of this Agreement or any
act pertaining hereto or contemplated hereby.
11.7 Expiration of Agreement.
(1) This Agreement shall expire and terminate by its own terms without further notice
or action by any party hereto on the tenth (10th) anniversary of the Effective Date.
(2) The parties covenant and agree that upon this Agreement expiring and terminating
on the Expiration Date, all rights, privileges, obligations and responsibilities of any party
hereunder shall expire and be of no force and effect, except to the extent any provision hereof
expressly survives the Expiration Date.
11.8 Third Party Beneficiaries. Nothing in this Agreement, expressed or implied, is
intended or shall be construed to confer upon any person, firm or corporation other than the
parties hereto, any right, remedy, or claim, legal or equitable, under or by reason of this
Agreement or any provision hereof. It is the intent of the parties hereto that this Agreement and
all its provisions are intended to be and are for the sole and exclusive benefit of the parties
hereto.
11.9 Notices. Any notice, demand, direction, request or other instrument authorized or
required by this Agreement to be given or filed with the Agency or the City shall be deemed
sufficiently given or filed for all purposes of this Agreement if and when sent by registered mail,
return receipt requested, or by direct personal delivery:
To the Agency,
addressed to
Community Redevelopment Agency of the City of
Clearwater, Florida
112 S. Osceola Avenue
Clearwater, FL 32521
Attention: Executive Director
To the City,
addressed to
City of Clearwater, Florida
112 S. Osceola Avenue
Clearwater, FL 32521
Attention: City Manager
30
IMR Interloeal Agreement
I
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11.10 Execution of AlZreement. This Agreement shall be executed in the name of the
Agency by its Chairman and Executive Director and the seal of the Agency affixed hereto and in
the name of the City by its Mayor and City Clerk, and approved as to form and execution by the
City Attorney, and the seal of the City affixed hereto. If any officer whose signature appears on
this Agreement ceases to hold office before all officers shall have executed this Agreement or
prior to the filing of this Agreement as provided in Section 11.11 hereof, his or her signature
shall nevertheless be valid and sufficient for all purposes. This Agreement shall bear the
signature of, or may be signed by, such individuals as at the actual time of the execution of this
Agreement shall be the proper and duly empowered officer to sign this Agreement and this
Agreement shall be deemed to have been duly and properly executed even though on the
Effective Date any such individual may not hold such office.
11.11 Filing With Circuit Court Clerk. The City Clerk is hereby authorized and directed
after approval of this Agreement by the Governing Body of each of the Agency and the City and
the execution thereof by the duly qualified and authorized officers of each of the parties hereto as
provided in Section 11.10 hereof, to file this Agreement with the Clerk of the Circuit Court of
Pinellas County, Florida, as provided in Section 163.01(11), Florida Statutes.
11.12 Effective Date. This Agreement shall become effective immediately upon filing
with the Clerk of the Circuit Court of Pinellas County, Florida, as provided in Section
163.01(11), Florida Statutes.
IN WITNESS WHEREOF, the parties hereto, by and through the undersigned, have
entered into this Interlocal Agreement as of the day and year first above written.
COMMUNITY REDEVELOPMENT AGENCY
OFTHEC OFCL WATER, FLORIDA
By:
ATTFST:
By:
31
IMR Interlocal Agreement
I
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CITY OF CLEARWATER, FLORIDA
1-
-
By:
Rita Garvey
Mayor-Commissioner
Michael J. Roberto
City Manager
Approved as to form:
Attest:
jl ~ 41-
Pamela K. Akin
City Attorney
~. )f:.;b 9 ..:~. _
a E. Goude$-- -_. .
- ~ - - . . ...
erk
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me by
R,IP-. G II R.\/fy and C1Nn If'! [. Gvvd;:w , as Chairperson and
City Clerk, respectively, of the COMMUNITY REDEVELOPMEN'f AGENCY OF THE CITY
O.F. ~~~ATER, FLORIDA, on behalf of the Agency, this IS........ day of
__j , 1998.
1J r~~~.f ~. ~
My Commission Expires: N~~pdbl~.
'( CAROL'fN L BR~.\K
$'.ft:. OOf,IMlSSK'" " cc "30'"
~ 'f> EXPIRES ~_~p_y 22, i 999
<!>, ~ BQNDr.1'l Tim~ '
~Of 'f\..~ ATlANTIC BOND IN!} l-'O., INC.
(Affix notarial seal)
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknQwledged before me by
IvttCfiftf.LS, R.ob-e<+O and CYf\.#."~ [, GoudeiU-l , as City Manager and
City Cle$- respectively, the CITY OF CLEARWATER, FLORIDA, on behalf of the City,
this I S day of , 1998.
N~C~~
~'( PrJ CAROLYN L. BRiNK
~:&\ COMMISSION It CC 463040
~ . ~ EXPIRES MAY 22,1999
,~ !'::' BONDED THRU
~Of ~~: ATLANTlCBONDII\f3 CO., INC.
My Commission Expires:
(Affix notarial seal)
32
IMR Interlocal Agreement
DEe
June 18, 1998 (4:09pm)
"A"
"B"
"e"
"D"
I
I
mTERLOCALAGREEMENT
<IMR Global Center Project)
List of Exhibits
Project Site
Site Plan
Infrastructure Improvements
Completion Certificate
Agreement Termination Certificate
EX H I BIT "A"
PROJECT SITE
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CLEVELAND
STREET
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[$"'15 7 21/03 SCAlE: ,'-200' /V t"~8V;97 /~~~?;ol~ ~
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6/18/18
I
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EXHIBIT "C"
mFRASTRUCTUREIMPROVEMENTS
COMPLETION CERTIFICATE
[IMR Global Center Project)
This Infrastructure Improvements Completion Certificate ("Certificate") is made
this day of , _, by and between the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body
corporate and politic of the State of Florida (the "Agency"), whose address is 112 S. Osceola
Avenue, Clearwater, FL 33756, and the CITY OF CLEARWATER, FLORIDA, a Florida
municipal corporation (the "City"), whose address is 112 S. Osceola Avenue, Clearwater, FL
33756.
This Certificate pertains to an Interlocal Agreement (IMR Global Center Project),
by and between the Agency and the City, dated as of June 18, 1998 (the "Interlocal Agreement"),
which provides, among other things, for the sale of property within a project site as described in
Exhibit "A" attached hereto and made a part hereof and the granting of certain easements (the
"Global Center Site") for the development and construction of the Infrastructure Improvements
and the Global Center Project, as same are defined in the Agreement for Development and
Disposition of Property (IMR Project), dated as of June 18, 1998.
As provided in the Interlocal Agreement, the construction and installation of the
Infrastructure Improvements have been completed substantially in accordance with the
requirements of the Interlocal Agreement and such improvements are substantially complete.
The parties hereto acknowledge and agree that such Infrastructure Improvements have been so
completed and have executed this Certificate as conclusive determination of such completion and
satisfaction of the City's obligation under the Interlocal Agreement to construct and install the
Infrastructure Improvements.
A copy of the fully-executed Interlocal Agreement is on file with the City Clerk,
City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida,
which is available for review and copying by the public. A copy of the Infrastructure
Improvements Plans and Specifications is on file with the City Engineer, City of Clearwater,
Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which is available for
review and copying by the public.
IN WITNESS WHEREOF, the parties hereto have set their hands and their
respective seals affixed as of the _ day of '_'
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA
C-l
I
(SEAL)
ATTEST:
By:
,as
Its: Executive Director
(SEAL)
ATTEST:
By:
City Clerk
I
By:
Its Chairman
CITY OF CLEARWATER, FLORIDA
By:
Mayor
C-2
.as
I
I
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this day of
by , Chairman of the Community Redevelopment
Agency of the City of Clearwater, a public body corporate and politic of the State of Florida, on
behalf of the Agency. He is personally known to me or has produced a valid driver's license as
identification.
(SEAL)
Printedffyped Name:
Notary Public-State of Florida
Commission Number:
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrwnent was acknowledged before me by
and , as Mayor and City Clerk, respectively, of the CITY OF CLEARWATER,
FLORIDA, on behalf of the City, this day of
(SEAL)
Printedffyped Name:
Notary Public-State of Florida
Commission Number:
C-3
I
,
EXHIBIT "D"
INTERLOCAL AGREEMENT TERMINATION CERTIFICATE
lIMR Global Center Project)
This Interlocal Agreement Termination Certificate ("Certificate") is made this_
day of , -' by and between the COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic
of the State of Florida (the "Agency"), whose address is 112 S. Osceola Avenue, Clearwater, FL
32521, and the CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the
"City"), whose address is 112 S. Osceola Avenue, Clearwater, FL 32521.
This Certificate pertains to an Interlocal Agreement (IMR Global Center Project),
by and between the Agency and the City, dated as of June 18, 1998 (the "Interlocal Agreement"),
which provides, among other things, for the sale of property within a project site as described in
Exhibit "A" attached thereto and made a part thereof and the granting of certain easements (the
"Global Center Site") for the development and construction of the Infrastructure Improvements
and the Global Center Project, as same are defined in the Agreement for Development and
Disposition of Property (IMR Project), dated as of June 18, 1998.
The Interlocal Agreement has terminated in accordance with its own terms as
provided in Section 10.5 thereof as of ~ , and is no longer of any force or
effect except for those provisions which expressly survive termination. This Certificate has been
executed by the parties to the Interlocal Agreement as provided in Section 10.6 thereof and
constitutes a conclusive determination that the Interlocal Agreement has been terminated, the
rights, duties and obligations of the parties hereto have been terminated and released (subject to
those surviving provisions).
A copy of the fully-executed Interlocal Agreement is on file with the City Clerk,
City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida,
which is available for review and copying by the public.
IN WITNESS WHEREOF, the parties hereto have set their hands and their
respective seals affixed as of the _ day of ,.
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA
By:
D-l
I
I
.as
Its Chairman
(SEAL)
ATTEST:
By:
,as
Its: Executive Director
CITY OF CLEARWATER, FLORIDA
By:
Mayor
(SEAL)
ATTEST:
By:
City Clerk
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this _ day of
by , Chairman of the Community Redevelopment
Agency of the City of Clearwater, a public body corporate and politic of the State of Florida, on
behalf of the Agency. He is personally known to me or has produced a valid driver's license as
identification.
(SEAL)
D-2
I
I
Printed/Typed Name:
Notary Public-State of Florida
Commission Number:
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me by
, as Mayor and City Clerk, respectively,
CLEARWATER, FLORIDA, on behalf of the City, this
,1998.
and
of the CITY OF
day of
My Commission Expires:
Notary Public
Printed/Typed Name:
Notary Public-State of Florida
Commission Number:
(Affix notarial seal)
06/18/98 5 :29 PM
ILA Termination Certificate
D-3
SEE PLANS IN FILE