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03-30-1998 ! '; . ", . " '" ;. ';, " ' . . ... . . Agenda/C 3-30-98 1739 , . - . . , . . ~''.~1-t.,~ ~"'~' ~ ","111, ..f~~~LOt r~f ....,... \\'~~t"""##;;;~>-- ., f'. .' ~... ".,J:.... ...,~~,,, \1, . \ ~ ":. ...--.-.'...... 'y..'" .. "- :C":t:""... '~= ..r.=.. ':. ~.. .." . . -:. ~ .. ...~~.. - .' ~," -..T..J .......,.. J,t """\ __ ~'''''UI''',:~\\ ......#)1TE~,..,t. "'11'. COMMUNITY REDEVEI.Ol'MENT AGENCY CITY OF CLEARWATER POST OFFICE Box 4748, CLF.ARWATF.RI FLORIDA" 33758-4748 eln' HALL, 112 SOIITH OSCEOLA AVENUE, CLEARWATER, FWRlOA 33756 TELEl'1I0NE (813) 562-4040 FAX (813) 562-4052 AGENDA COMMUNITY REDEVELOPMENT AGENCY (eRA) Monday, March 30, 1998 9:00 a.m. Commission Chambers 1. Call to Order 2. New Business Letter Agreement with Information Management Resources (IMR) for discussion only. 3. Assistant City Manager Verbal Reports 4. Other Business 5. Adjournment G) "EQUAL EMPLOYMENT AND AFFIRMATIVE ACTION EMPWYER" . , .. .' J \ I II "I, \ . \' f ~ I I . 'jl \ . \, . \ ,,' \ I i \'1. I . ," \ I' . " . To: From: cc: Date: RE: ~ Clearwater u Interoffice Correspondence Sheet MAYOR & COMMISSIONERS Bob Keller Mike Roberto March 27, 1998 Attached letter concerning Annex Property In a good faith effort by all parties to move negotiations forward on the II Annex" property, we have drafted the attached letter concerning issues on the site. This agreement is subject to your approval as CRA trustees. We have called an emergency meeting of the CRA for Monday to explain the issue. We will schedule a vote at another meeting, probably Thursday. The letter deals with two concerns, environmental and title, which have arisen during the negotiations. In laymen's terms here are the major points covered in the agreements: · IMR has certain concerns about the possibility of environmental conditions on the site that might preclude them from proceeding with their development plans. Excluding two items previously disclosed, IMR may under certain circumstances deem the property to have an unsatisfactory environmental condition and terminate negotiations. The agreement details those conditions on page 3. We, of course, have the opportunity to remediate those conditions in a specified 90-day period. · With regard to the two disclosed impacts, the property will be considered to be satisfactory if we obtain within the 90-day period a DEP letter of "no further action" other than monitoring and deed restrictions or if CRA enters into an agreement sometimes called a covenant not to sue. Page 4 of the letter fully detai Is the terms. · Recently, we discovered a concern about title to the property. While we believe this problem is solvable, IMR can terminate negotiations if the problem is not solved within the specified 90-day period. · Financial obligations are also covered. We agree to payor reimburse rMR for environmental costs at closing. If IMR does not consummate the transaction because of an Unsatisfactory Environmental Condition or the unresolved title concern, we agree to reimburse IMR for these costs. The upper limit of our reimbursement is $47,000. Thank YOLl for the consideration in this important matter. If you have questions concerning this information please call me at home [786-9238J ....". . ..r)RA:FT . ,# .- lDLLt. W.Mu).~. ~NDER~()N u.,:di27,19'9ir ': ... 4:13 pin . . "!')1\1I "I t L lA:A"'D H"'NDl:'''' "'0\1 rnviY. niL. 1':1,' It ...h~.' :FR[) 3. 27' 98 ;7:05/81. 17:04/NO. 426C294152? 2 [TO BE PLACED ON eRA LETTERHEAD] March ~ 1998 Satish K. Sanan President and Chief Executive Officer Infonnation Management Resources, Inc. 26750 U. S. Highway 19 North, Suite 500 Clearwater, FL 33761 Re: Proposed Information Management Resource~ Inc. ('cIMRU) Global Center Project (the "Project") lO be located upon cenain property located within the City of Clearwater and generally bounded by Cleveland Street on the north) Missouri Avenue on the east and Madison Street on the west with a southerly boundary located approximately 150 feet nonh of Gould Street (the "Property')} Dear Mr Sanan: This letter will confirm certain agreements which have been reached between tile Community . Redevelopment Agency of the City of Clearwater, Rorida. (the "eRA") and IMR with respect to the Page 1. -.., ~ FROM HiLL WARJ HENDERSO~ (FRi) 3. 27'98 17:05/Si.17:04:~C. 4260294152 P 3 Project and the Property in order to induce Th-fR. to continue in its ongoing negotiations for the acquisition of the Property and the development of the Project. In this regard, ~ and the eRA have agreed as follows: 1. FOI the put']Joses of this Letter Agreement the following definitions shall apply to the defined terms used herein: (a) Certain Environm~ntal Reports. Certain Environmental Reports slta.ll mean the following documents: (i) Contamination Assessment Report, City of Clearwater, Former Montgomery Wards, 10 South Missouri Avenue, Clearwater, Florida, FDF.P Facility #529401089, dated December 19, 1994, prepared by Dow Environmental, Inc. (ii) 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. (iii) Remedial Action Plan for Former Montgomery Wards, 10 South Missouri Avenue, Cle.arwater, Florida, FDEr I'acility #529401059, dated December, 1996~ prepared by Post, Buckley, Schuh & Jernigan. Inc. (iv) RemediaJ Action Plan-Modification for Fonner Montgomery Wards, 10 South :Missouri Avenue, Clearwater, Florid~ FDEP Facility #529401 089, dated February 20, 1991. prepared by Post, Buckley, Schuh & Jernigan, Inc. Page 2. ',' , ',' I \ ' ! '~:.'~ . \' I 'I' . I I' " i. ,\ f' , , ' ;~c" ~~r! wAR~ ~;"D~RSCN! .:\ ~v.. .., w6J n v......'... . (FR!) 3.27' 98 :7.05/ST.17:e4/~C. 4L60294:52? 4 .....,. ...." (v) Letter Report to Tom Stodd, Florida Department of Environmental Protection, re: Fonner Montgomery Wards Site, Facility ID No. 592401089, dated January 2, 1998, prepared by Post, Buckley, Schuh & Jernigan, Inc. (vi) Let1er Report to Tom Stodd, Florida Department of Environmental Protection, re Former Montgomery Wards Site, Facility 10 No. 529401089, dated March 2, 1998, prepared by Post, Buckley, Schuh & Jernigan, Inc. (b) EnvirollIDental Cos.u. Environmental Costs shall mean all costs incurred in connection with IMR's due diligence, negotiation, study and assessment of environmental matters with respect to the Property which have been undertaken or will be undertaken on behalf ofTh1R prior to closing on the purchase of the Property including, but not limited to, fees and expenses ofEnviroAssessments. Inc., Frank & Gramling, HiU, Ward & Henders.on, P A and Dames & Moore. (c) Unsatisfactoxy Environmental Condition. Unsatisfactory Environmental Condition shall mean a reasonable determination by lMR that the environmental condition of the Property is not satisfactory to pennit the timely purchase of the Property and development of the Project. With the exception of those certain petroleum and chlorinated hydrocarbon impacts previously reported in the Certain Environmental Reports, the environmental condition of the Property may be deemed unsatisfactory by TMR if the presence and concentration of chemicals. pollutants. petroleum products or hazardous substances (as defined under any applicable federal. state or local statutes. laws or regulations) are above concentrations that could subject IM'R to any claim, damage, liability or actions of any person or environmental agency or exceed concentrations regulated by any federal. state or local statutes, laws or regulations; provided, however. the Properly shall not be deemed to be unsatisfactory if such condition is fully remediated (so that such condition is removed or Page 3. " ~. ;:'R"\' ::".' tl!A~ "'I ;.::~;::... C:C~ . v.. ........ n:\.J ..w......!'\'-i, I;;~.\ ~ ";7' 9P '7'(\~ ~'T', 17:04, NO. 4260294:52 \, ,I. I ;. L 0" V.i '-i i ... ,.. '" .. . ,; ~ ...., reduced to concentrations which do not exceed levels regulated by applicable statutes, laws or regulations) within ninety (90) days from the eRA's receipt of written notice from IMR of such condition. With respect to those certain petroleum and chlorinated hydrocarbon impacts previously reported in the Certain Environmental Reports, the envirorunental condition of the Property shall not be deemed unsatisfactory if, within ninety (90) days from the date of this Lener Agreement, the eRA obtains (i) a written determination from the Florida Department of Environmental Projection ("FDEP") that no further action is required . other than monitoring and deed restrictions as set forth in ~xh.ibit A attached hereto. or (ii) the eRA enters into a binding agreement with FDEP that obligates the eRA to assess and remediate such impacts to the satisfaction ofFDEP and FDEP provides a wrinen commitment to Th1R in said agreement that FDEP covenants and agrees not to sue or initiate any civil or administrative action or proceeding against. or seek penalties from any party, except the eM the City of Clearwater and prior owners/operators of the Property with respect to any claims or causes of action FDEP may have arising out of the presence of such impacts in soil s and/or groundwater at the Property unless action by IMR any lessee or purchaser from .Ir\1R of aJJ or any pa....t of the Property or any interest therein, sublessees and occupancy tenants of any of the Property and the officers, directors, shareholders, partners and employees of any holder of any such interest and their legal representatives, agents. successors and assigns causes additional contamination or causes the spread of such impacts Funher, such CQmmirment by 1" DEP shall further provide that parties which shall be exempt from suits, civil or administrative actions or proceedings, under the foregoing covenant agreement shall include, but are not limited to IMR, any lessee or purchaser from IM.R of all or part of the Property, holders of mortgages on pan or all of the Property. or any interest therein, sublessees and occupancy tenants of any part of the Property, and the officers. directors, shareholders, partners and. employees of any holder of any such interest and their heirs, legal representatives, agents, successors and assigns. Further. in addition to the requirements of subparagraphs (i) or Cn) above, for the operation of either of such subparagraphs to be Page 4. I I \. FRO" HI" ~A~n ~~"~~~~t" ~. j..L.. ,i t\~ .":'t'J:':\~V.\ ("'R' \ .. "7. "'" , 7 06 ."'''' 17 04 ~o 426'''94' '"2" 6 r i I j. L ~ C 1 :. .. ~ ,. I: .'. V L . j r ..... ..., I 1 effective, the CRA shall provide a written indemnity to IMR, in fonn acceptable to IMR. from any third party claims arising from the presence of such impacts on the Property. 2 The Environmental Costs shall be paid by the eRA or reimbursed by the eRA to IMR at the closing of the purchase of the Property. 3. In the event .IMR should elect not to consummate the purchase of the Property based on an Unsatisfactory Environmental Condition, then and in such event subject to the ninety (90) day cure period provided herein, within fifteen (15) days of JMR's notice to the eRA that it is electing not to purchase the Property, the eRA will reimburse ThAR for the Environmental Costs and Title and Survey Review Costs (hereinafter defined) incurred by IMR. 4. The eRA's obligation to reimburse Envirorunental Costs shall not exceed $47,000.00. The foregoing cost limitation shall not, however, include fees paid directly by the eRA or on its behalf, to EnviroAssessmenlc;, Inc. or Dames & Moore: s fees incurred by lMR with respect to the Phase I EnviroMlcntal Site Assessment Update Report dated March 17, 1998, pr~pared by Dames & Moore. The eRA has previously unconditionaJly committed to the payment of such fees and costs. 5. lMR. has also authorized its real estate legal counsel, Hill, Ward & Henderson, P.A., to proceed with title and survey review of the Property with respect to the Project. In the event that title to the Property should be dettrmined to be unmarketable or title to or survey of the Property have defects which i.n the reasonable judgment of IMR would not permit or materiaHy delay or materially effect the utilization of the Property for the development of the Project. and such defects are not cured within ninety (90) days following the eRA's receipt of written notice from IMR of such matters, the eRA agrees thar it shall reimburse Il\tfR for reasonable fees and costs Wllich shall not exceed $3,000, incurred by lMR with HillJ Ward & HendersonJ P.A, with respect to Hill, Ward & Henderson, P.A..s review of title and survey matters. In addition, in such event, the eRA shall be Page 5. FROM HILL WARD HENDERSON {~Rrl3. 27' 98 i7:06/ST. 17:04/NO. 4i60294:52 P 7 ~ ~ I I i I I I I I ! obligated to also reimburse IMR for Envirorunental Costs as provided above. Such reimbursement shall take place within fifteen (I 5) days ofIMR's notice that it is ejecting not to purchase the Property for the reasons stated in this paragraph (in this regard the eRA acknowledges its receipt of correspondence dated March 13, 1998, detailing various of {MR's objections to title and survey; providod, however, the CRA and IMR agree that said ninCly (90) day cure period as to such matters set fonh in the March 13, 1998 correspondence shall not commence until the date of this Letter Agreement). Please execute one copy oithis letter as noted below to confirm IMR's understanding and agreement of the foregoing. Very truly yours, COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation BY: Name: Title: Attest: BY: Name: Title: (Corporate Seal) Page 6. ...., . ....., , , ..' F"'C'f "'L' ~'A"D "",'nER80N t\ ..... :: 1 .. " :t r.::'i\V (:~;l 3.27' 98 17:06/81. 17:04/NO, 4260294152? 6 ACKNOWLEDGED AND AGREED TO: INFORMATION MANAGEMENT RESOURCES, TNe. BY: :Name: Title: (Corporate Seal) F:\WP61\WORX\lUR\1U'STlCJ:;'SANAN.N1::W Page 7.