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06-18-1998 - Special ,'...-:'; '.;' ". .' .'.; , " , - < ,.;' . ," '. < , .,' i" "-; , '" p . . '.,' ': '. . ~ . 'J: ~ " ',' ." .. Agenda/C 6-18-98 /fj7g (,,:. ~:. ... ,.. .'. ~*'T.' . ~ .' t' , . ~ .. I; 1 1 s'" "," ..,,\~ ~LOF 'If( ;--. .. \F::..- "~":'"'''''' ~7;7""- ..... ~ ,t ";. /" ~-.. ,~~ .... ~'1 '. ;.-_ ~ c:::.3~" ,\_1" ; ':..:. ~ ':. .... IliIl " l ... ...C"':)..-~'- _n'.~_" - .. - ~~ r-:: .. - .- --.. "':-ol~; ~~ .... : ':. - -- ~~ - ~-..-- ~~ -~ " .~" -.... ~tl:r..."I~~...\.. .......,.,,".1 TE~, ,,- ".."", CITY OF CLEARWATER POST OFFICE Box 4748. CI.F.ARWATER, FLORJDA' 33758-4748 ern- HALL, 112 50lrm OSCEOlA AVENUE, CLEARWATER, FI.ORJDA 33756 TELEPHONE (813) 562-4040 FA.X (813) 562-4052 COMMUNIlY REDEVELOPMENT AGENCY AGENDA SPECIAL MEETING OF THE COMMUNITY REDEVELOPMENT AGENCY (eRA) Thursday, June 18, 1998 4:30 p.m. Commission Chambers 1. Call to Order 2. New Business a. Approve the Agreement for Development and Disposition of Property (IMR Global Center Project) between the CRA of the City of Clearwater and Information Management Resources, Inc. b. Approve the Interlocal Agreement for the IMR Global Center Project between the CRA of the City of Clearwater and the City of Clearwater. 3. Assistant City Manager Verbal Reports 4. Other Business 5. Adjournment * "EQUAL EMPLOYMENT AND AFFIR1>1ATIVE ACTION EMPI.OYER" , ~ \U' Clearwater Community Redevelopment Agency Agenda Cover Memorandum Worksession Hem #: a rr. Final Agenda Item # Meeting Date: Lor 1'3 J Cj 8"" SUBJECT/RECOMMENDA liON: Approve the Agreement for Development and Disposition of Property (IMR Global Center Project) between the CRA of the City of Clearwater and Information Management Resources, Inc. 00 and that the appropriate officials be authorized to execute same. SUMMARY: · On January 12, 1998, the CRA Trustees approved negotiations with the Justice Corporation for development of the former annex site. · Negotiations ensued and resulted in the attached Development Agreement. o The CRA agrees to sell to IMR the 14.3-acre site, minus 23 feet on the West Side of the property. The purchase price, minus the 23 feet of right of way, is approximately $1.5 million. · IMR proposes to build 150,000 to 180,000 square feet of headquarters, R&D and training facilities in three buildings · The agreement has a 10-year-life, subject to earlier termination under certain conditions. .. The CRA agrees to payor obtain waivers of certain permit fees related to the development of the project. In addition, the CRA will construct or cause to be constructed certain infrastructure improvements. · The CRA has certain rights to repurchase part of the property in the event the developer does not commence certain construction within four years .. IMR can terminate the agreement before expiration by paying the CRA an agreed-upon amount. Reviewed by'M Origin.tin~ePt: Costs Legal Info Srvc NA CRA Total Budget Public Works NA User Dept. Funding Source: NA Purchasing NA DCMlACM Current FY CI Risk Mgmt NA Other Attachments OP Agreement for Development Other Submitted by: o None City Manager Appropriation Code: o Printed on recycled paper Rev. 2/98 , . I,' \ ,\ ' ,I I, I. '. f'" " . . - '\ I. i 1 J 1 · MEMORANDUM TO: FROM: Honorable Mayor and City Commissioners . . JYJ, . Pamela K. Akin,City Attorney RE: IMR Development Agreement DATE: June 15, 1998 EXECUTIVE SUMMARY AGREEMENT FOR DEVELOPMENT AND DISPOSITION OF PROPERTY FOR 1'-1R GLOBAL CENTER PRO.JECT This is an agreement between the Community Redevelopment Agency (CRA) and Infonnation Management Resources (IMR) based on IMR"s response to the CRA RFP. The eRA is agreeing to sell to IMR the 14.3-acre site, commonly known as the Annex Site, minus 23 feet on the West side of the property adjoining the existing Madison Street right-of-way. The purchase price of the property minus the 23 feet of right-ot-way being retained by the City is approximately $1,500,000. IMR proposes to build a 150,000 to 180,000 square feet ot headquarters in three buildings. The commitment and responsibilities of the parties are contained in the agreement and exhibits. The Agreement has a ten year life subject to earlier termination under certain conditions. Article 1 contains the definitions and interpretation sections of the agreement. Article 2 states the purpose of the agreement and establishes the legal authority for the agreement. Article 3 deals with the zoning, the redevelopment plan and other development issues. In Article III the CRA also agrees to payor obtain waivers for certain permits and fees related to the development of the project, that is, impact fees, building permit fees and application fees tor up to 180,000 square feet of office development within the ten- year period after the effective date of the agreement. This commitment survives the termination of the agreement if the agreement terminates because IMR has meet its construction goals. Article 4 addresses the Global Center project plans and specifications and the City and IMR's obligations as to those plans. The CRA agrees to expedite review of the building plans. , "', I I ,I ,!~' . . / " : (, )' I . I'" . . lit' "\ " l . I \ ,\ . J " . ," I ," I \ \. ~\ Article 5 outlines the infrastructure improvements that the eRA has agreed to constructor caused to be constructed in conjunction with the Global Center project. Prior to closing, the CRA and the developer must reach agreement on the infrastructure improvement plans and specifications. The eRA agrees to establish a Global Center project account and deposit the proceeds of the sale into such account for the purpose of paying the costs of the infrastructure improvements. In the event that there are funds not needed to pay the costs of the infrastructure improvements, then the funds may be used to reimburse the developer for costs and expenses it incurs, if any, related to the infrastructure improvements if the CRA fails to timely provide those improvements. If the eRA fails to timely provide the improvements so that the developer is unable to obtain a certificate of occupancy for Phase I on or before June 3D, 1999, then the developer has a number of remedies including self-help in connection with the construction and completion of the improvements. In addition, the developer has a right to recover liquidated damages in the amount of $3,419 per day for each day of delay. Finally, the CRA agrees to use the increment revenues attributable to the Global Center Project for three years from the completion date of Phase I to pay the costs of infrastructure and landscaping improvements in the vicinity of the Global Center site. Article 6 relates -to the construction financing of the project and the developer's obligation relating to that financing, if any. Article 7 is essentially the sales contract for the property and outlines the representations of the eRA, the purchase price, the title and survey conditions and other conditions related to the sale of the property. Of note in this section are Sections 7.21, 7.22, 7.23, and 7.24. These all relate to the ongoing environmental responsibility of the CRA as it relates to this project. The CRA commits to indemnify the developer for liability relating to the contamination of the site. The eRA is seeking a consent order with the DEP relating to the petroleum contamination on the north portion of the site and will agree with DEP to be responsible for remediation. In addition, the eRA is seeking insurance covering any tort liability related to the environmental conditions on the site. Article 8 addresses the construction of the project by the developer. In addition. Article 8.70 gives the City the right to repurchase the property known as the Phase II property which is the southern half of the site. In the event the developer does not commence construction of the Phase II building of the Global Center Project within four years of the closing date, the Agency may repurchase the Phase "property. The CRA has 90 days to exercise its option and may purchase the property for the price paid by the developer plus any costs to the developer of any infrastructure improvements or drainage and utility improvements which it has installed which benefit Phase II. The CRA takes the property subject to utility easements which benefit the Phase I property. Article 9 outlines the insurance requirements of the parties. Article 10 contains the indemnity provisions. .. ." .. Article 11 contains representations and warranties of the developer. Article 12 contains representations and warranties of the Agency. Article 13 contains the parties responsibilities and remedies for default and conditions for termination of the agreement. If the CRA fails to meets its obligations before closing, IMR may recover it's out of pocket costs. After closing, subject to cure periods, IMR has several different remedies it may pursue in the event of default; it may be entitled to damages, cure the default at our expense or terminate the agreement. In the event of termination under these provisions the indemnity obligation of CRA, the environmental remediation, the obligation to use increment revenue survive the termination of the agreement. In addition, IMR has the right to terminate the agreement prior to the expiration of the. agreement by paying the CRA $6.50 (which represents the City's investment in the project) per square foot of building area which it has not developed. For example, following the construction of Phase I, if IMR chooses to terminate the agreement it may do so by paying CRA '100,000 x $6.50, that is, the difference between 150,000 square feet - Phase I building 50,000 square feet x $6.50. If IMR chooses to terminate the agreement prior to the construction of Phase II, the CRA exercise its option to repurchase Phase II properly in lieu of payment. IMR may also terminate the agreement if it meets the following construction schedule: 100,000 square feet of building area by the third anniversary of the agreement or 125,000 square feet of building area by the fifth anniversary of the agreement. In such case, IMR may terminate the agreement without payment. The CRA continues to have the obligation to pay fees, charges and impact fees for up to 180,000 square feet of office development. In addition, the indemnity obligations and environmental obligations and obligations to use and commit eRA revenues survive. Article 14 deals with unavailable delay. Article 15 requires that the property be used as the Global Center Project prior to the termination or expiration of the agreement unless the Agency otherwise permits. Article 16 deals with fire damage and other casualty loss. Article 17 contains miscellaneous provisions relating to the agreement, such as notice provisions, assignment of the agreement, etc. Immediately following approval of the Development Agreement, the eRA and the City will enter into an Interlocal Agreement in which the City agrees to perform certain functions on behalf of the CRA. PKA:jmp , J \ f " , I. ,\, I', ~ t I ' \ I', ,,\' I ' . '. \ ~.;,~;,:' -....r ' ,.,::..:.t...., \--:.-3::::/,' .. .... ~ ~ ." .... ""'". ' . .....,. . ~,' ~ .. I, ; , I ..... PROPOSED DEVELOPMENT AGREEJ.rf'EN'r Bolland & Knight Dra:ft #1A includes Jim Robbins' comments 11:30am :fax June 15, 1998 AGREEl\fENT FOR DEVELOPMENT AND DISPOSITION OF PROPERTY (Il\{R Global Center Projei:t) between COMMUNITY REDEVELOP1\fENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, and INFORMATION MANAGEMENT RESOURCES, INC. Dated as of June 18, 1998 AGREEMENT FOR DEVELOPMENT AND DISPOSITION OF PROPERTY (IMR Global Center Project) TABLE OF CONTENTS .P~O;POSED DEVELOPMEln AGREEHEN'l' Bol.land & Knight Draft #7A includes ~obbins' commsnts 11:30am fax June 15, 1998 ARTICLE 1. DEFINITIONS 2 1.01. DefInitions 2 1.02. Use of Words and Phrases 8 1.03. Florida Statutes 8 ARTICLE 2. PURPOSE; PROPOSAL 8 2.01. Intent; Purpose of Agreement 8 2.02. Developer's Proposal 10 2.03. Cooperation of the Parties 10 2.04. Authorized Representative 10 2.05. Interlocal Agreement 11 ARTICLE 3. LAND USE REGULATION 12 3.01. Zoning 13 3.02. Redevelopment Plan 13 3.03. Development of Regional Impact 13 3.04. Permits 13 3 .OS. Concurrency 14 3.06. Not a Development Order or Pennit IS ARTICLE 4. GLOBAL CENTER PROJECT PLANS AND SPECIFICA nONS 15 4.01. Site Plan IS 4.02. Preparation of Global Center Plans and Specifications 16 4.03. Coordination with City Review 17 4.04. Agency Review of Global Center Plans and Specifications 17 ARTICLE 5. INFRASTRUCTURE IMPROVEMENTS 18 5.01. Infrastructure Improvements 18 5.02. Infrastructure Improvements Plans and Specifications 18 5.03. Infrastructure Improvements Financing 18 5.04. Construction of the Infrastructure Improvements 19 5.05. Infrastructure Improvements Completion Certificate 20 5.07. Infrastructure Improvements Coordination 20 5.08. Failure to Timely Construct Infrastructure Improvements 20 ARTICLE 6. GLOBAL CENTER PROJECT FINANCING 21 6.01. Construction Financing 21 6.02. Notice of Developer's Default 21 6.03. Cure of Developer's Default by Lender 22 6.04. Construction Lender Not Obligated to Construct 23 6.06. Agency Cures Developer's Default 24 ARTICLE 7. GLOBAL CENTER SITE CONVEYANCE 24 7.01. Findings; Representations. 24 7.02. Agreement to Sell and Purchase. 2S /MR Global Ctnt~r Project Deveropment Agnement jj , , -'-", , '" l, ~ ..:~. . ""; ':l PROPOSED DEVELOPMENT AGm.~ Holland & Knight Draft #1A includes Robbins' comments 11:30am fax June 15, 1998 7.03. Purchase Price 25 7.04. Site Evaluation 25 7.05. Title 26 7.06. Survey 27 7.W. Rights and Duties of Agency 28 7.08. Rights and Duties of Developer 28 7.00. Agency's Obligation to Convey 28 7.10. Conditions to Closing 28 7.11. Closing 30 7.12. Closing Procedure 31 7.13. Possession 32 7.14. Condition of Title 32 7.15. Taxes and Assessments 33 7.16. Covenants, Warranties and Representations 33 7.17. Condemnation 37 7.18. Real Estate Commission 37 7.19. Maintenance of Global Center Site 37 7.20. Radon Gas Notice 37 7.21. Environmental Indemnity 38 7.22. Environmental Remediation of Global Center Site 39 7.23. Reimbursement of Certain Costs Upon Tennination for Unsatisfactory , Environmental Condition or Unsatisfactory Title or Survey Matters39 7.24. Reimbursement for Ongoing Environmental Monitoring Costs 40 ARTICLE 8. CONSTRUCTION OF THE GLOBAL CENTER PROJECT 40 8.01. Site Clearance 40 8.02. Construction of the Project 41 8.03. Maintenance and Repairs 43 8.04. Global Center Project Alterations or hnprovements 43 8.05. Completion Certificate 44 8.06. Agency Not in Privity with Contractors 45 8.07 . Repurchase of Phase n Property 45 ARTICLE 9. INSURANCE 46 9.01. Insurance Requirements Generally 46 9.02. Insurance Exclusive of Indemnity 47 9.03. No Waiver of Sovereign hnmunity 47 ARTICLE 10. INDEMNIFICATION 47 10.01. Indemnification by the Developer 47 10.02. Indemnification by the Agency. 48 10.03. Limitation of Indemnification 49 ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER 49 IMR Global Center Project Development Agreement ill ~ I , I" j..., ", , f, \ \,' \ I ," 'r' \' , . ' ',' :, '). ):i,..~.~>\,> . ...,' .;:cu. ;,-.. .. PROPOSED DEVELOPMENT A~ Bolland & Knight Draft 17A includes Robbins~ comments 11:30am fax June 15, 1998 11.01. Representations and Warranties 50 11.02. Covenants 51 ARTICLE 12. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY 53 12.01. Representations and Warranties 53 12.02. Covenants 54 12.03. Survival 5S ARTICLE 13. DEFAULT; TERMINATION 55 13.01. Default by Developer S5 13.02. Default by the Agency 57 13.03. Obligations, Rights and Remedies Cumulative 59 13.04. Non-Action on Failure to Observe Provisions of this Agreement 60 13.05. Termination 60 13.06. Termination Certificate 62 ARTICLE 14. UNAVOIDABLE DELAY 63 14.01. Unavoidable Delay 63 ARTICLE 15. RESTRICTIONS ON USE 64 15.01. Restrictions on Use 64 ARTICLE 16. FIRE OR OTHER CASUALTY; CONDEMNATION 64 16.01. Loss or Damage to Project 64 16.02. Partial Loss or Damage to Project 65 16.03. Notice of Loss or Damage to Project 65 ARTICLE 17. MISCELLANEOUS 65 17.01. Assignments 65 17.02. Successors and Assigns 66 17.03. Notices 66 17.04. Severability 67 17.05. Applicable Law and Construction 61 17.06. Venue; Submission to Jurisdiction 67 17.07. Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement 68 . 17.08. Estoppel Certificates 68 17.09. Complete Agreement; Amendments 69 17.10. Captions 69 17.11. Holidays 69 17.12. Exhibits 69 17.13. .No Brokers 69 17.14. Not an Agent 69 17.15. Memorandum of Development Agreement 10 IMR Gwbal Center Project Development Agreement iv <,...,)'.':. ':, '.' i ..:\';.;...." i~.:~~:$.\:?1;:~I;.:;:... ...... '" '" . . ..,...~;~..~ -t..',..>\~",~ ... ,.",' ',' ,: '.: '. P.ROPOSED DEVELOPMENr AGREEMEN'r Bo~land & Knigbt Draft #1A includes .Robbins' comments 11:30am fax June 15, 1998 17.16. Public Purpose 70 17.17. No General Obligation 70 17.18. Technical Amendments; Survey Corrections 70 17.19. Term; Expiration; Certificate 70 17.20. Effective Date 71 IMR Global Center Project Development Agreement v -...' - o. ~ t '.'. ",'., " .' o. PROPOSED DEVELOPMEN'r AGR.EEMENT Bolland & Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 LIST OF EXHIBITS EXlDBIT DESCRIPrION "A" Project Site Global Center Site Depiction of Phase I Property and Phase IT Property "A-I" " A-2" " A-3 " Easement Property [including Environmental Easement Property] "A4" Correspondence from Hill, Ward & Henderson, P.A. to Holland & Knight LLP, dated March 13, 1998, listing certain title and survey objections "B" Preliminary Site Plan "C" Special Warranty Deed Form "D" Memorandum of Development Agreement "E" Completion Certificate Form "F" Infrastructure Improvements Completion Certificate Form "G" Agreement Expiration Certificate Fonn "H" Agreement Termination Certificate Form "I" Letter Agreement dated April 7, 1998 "1" Environmental Remediation Matters "K" Form of Environmental Restrictive Covenants IMR Global Center Project Development Agreement vi PROPOSED DEVELOPHENr AGREEMEN';t Bolland & Knight Dra~t #7A includes Rohbin~' co~ntB 11:30am fax June 15, 1998 AGREEMENT FOR DEVELOPMENT AND DISPOSITION OF PROPERTY (IMR Global Center Project) 1 This Agreement for Development and Disposition of Property ("Agreement") is 2 made as of this 18th day of June, 1998, by and between the COMMUNITY 3 REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public 4 body corporate and politic of the State of Aorida created pursuant to Part ill, Chapter 163, 5 Florida Statutes ("Agency"), and INFORMATION MANAGEMENT RESOURCES, INC., a 6 Florida for-profit corporation ("Developer"). 7 8 WIT N E SSE T H: 9 10 WHEREAS, as of January 12, 1998, pursuant to the Request for Proposals, dated 11 December 5, 1997, the Community Redevelopment Agency of the City of Clearwater, Horida 12 (the "Agency") tentatively accepted the proposal of Developer, dated January 5, 1998, in 13 response thereto, subject to negotiation of a defInitive agreement with Developer pertaining to 14 and. setting forth the terms and conditions for the development and operation of a corporate 15 headquarters office project known as the IMR Global Center in the community redevelopment 16 area of the City; 17 18 WHEREAS, the Agency proceeded with the preparation of a definitive development and 1 9 disposition agreement to set forth the respective duties and responsibilities of the parties 20 pertaining to the conveyance of the Global Center Site (as hereinafter defined), and the design, 21 development, construction, completion, operation and maintenance of the Global Center Project 22 (as hereinafter defmed), and design, construction and installation of the Infrastructure 23 Improvements (as hereinafter defmed); 24 25 WHEREAS, the Agency and Developer have entered into and concluded negotiations for 26 said definitive development and disposition agreement, which negotiations have resulted in this 27 Agreement; 28 29 WHEREAS, due to certain terms and conditions of this Agreement and in order to IMR Global Center Project Devtlopmem Agreement vii 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 PROPOSED DEVELOPMENr AGREEMEN'l' Bolland & Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 provide for the successful development of the Project, the Agency has entered into an interlocal agreement with the City of Clearwater, Florida ("City"), dated as of June 18, 1998 (It Interlocal Agreement"), providing for the cooperation and assistance of the City and the Agency in accomplishing the goals and objectives of this Agreement, including establishing certain other duties, obligations, terms and conditions of the Agency and the City pertaining to the Project Site and the Infrastructure Improvements; WHEREAS, at a duly called public meeting on June 18, 1998, the Agency approved this Agreement and authorized and directed its execution by the appropriate officials of the Agency; WHEREAS, the board of directors of. Developer has approved this Agreement and has authorized and directed certain individuals to execute this Agreement on behalf of Developer; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: ARTICLE 1. DEFINITIONS. 1.01. Definitions. The terms defined in this Article I shall have the following meanings, except as herein otherwise expressly provided: (1) "Act" means the Constitution of the State of Horida; Section 163.01, Florida Statutes, Part ill, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes, other applicable provisions of law, and ordinances and resolutions of the City and the Agency implementing them. (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. (3) "Agreement" means this Agreement for Development and Disposition of Property, including any Exhibits, and any amendments hereto or thereto. (4) II Agreement Expiration Certificate" means the instrument executed by the parties hereto as provided in Section 17.19 certifying that all obligations of the parties hereto have been satisfied and this Agreement has expired in accordance with its tenns, the form of which is attached hereto as Exhibit "G." (5) "Agreement Tennination Certificate" means the instrument executed by the parties hereto as provided in Section 13.06 stating that this Agreement has been terminated prior to its Expiration Date as provided in Section 13.05, the form of which is attached hereto as Exhibit "H. n (6) "Area" means the area located within the corporate limits of the City having IMR Global Center Project Development Agreement 2 -- - . l , ,1' .' '. \ I.' " . \ . '\' ~ I \ I PROPOSED DEVELOPMENT AGREEMENT Bolland & Knight Draft #7A includes Robbins' comments lI:30am fax June 15, 1998 1 conditions of slum and blight (as those conditions are defined in the Act) as found by the City 2 Commission in Resolution No. 81-67, adopted by the City Commission on August 6, 1981. 3 4 (7)" Authorized Representative" means the person or persons designated and 5 appointed from time to time as such by the Developer or the Agency, respectively, pursuant to 6 Section 2.04. 7 8 (8) "Building Permit" means, for all or any part of the Global Center Project to be 9 constructed on the Global Center Site, any permit issued by the City authorizing, allowing and 1 0 pennitting the commencement, prosecution and completion of construction to the extent provided 11 in said permit. 12 13 . (9) "City" means the City of Clearwater, Florida, a Florida municipal corporation, 14 and any successors or assigns thereto. 15 16 (10) "City Commission" means the governing body of the City, by whatever name 1 7 known or however constituted from time to time. 18 19 (11) "Closing Date" means the date on which title to the Global Center Site is 2 0 conveyed by the Agency to the Developer in accordance with and as contemplated by the 2 1 provisions of Article 7 hereof. 22 23 (12) "Corrunencement Date" means the date of issuance of the frrst Building Permit for 2 4 any part of the Global Center Project. 25 26 (13) "Completion Date" means the date on which construction of any Phase of the 27 Global Center Project is substantially complete as evidenced by a Completion Certificate. 28 29 (14) "Contractor" means one or more individuals or firms constituting a general 3 0 contractor or other type of construction contractor properly licensed by the State of Florida or 3 1 other appropriate jurisdiction to the extent required by applicable law, authorized to perform 32 construction contractor services in the State of Florida, registered with the City as required by 33 applicable law, bonded and insw"ed to the extent required by applicable law and this Agreement, 3 4 including the Developer or any affiliates of the Developer. 35 3 6 (15) "Construction Financing" means the fuiids provided by the Construction Lender to 37 the Developer during the term of this Agreement to pay the cost of developing and constructing 38 the Project, or any portion thereof, on the Project Site, including, but not limited to, acquisition 39 of the Global Center Site, fmancing costs, "soft costs," overhead, and the design, construction 4 0 and equipping of the Global Center Project. 41 42 (16) "Construction Lender" means any person or persons providing the Construction 4 3 Financing or any portion thereof. 44 45 (17) "Developer" means Information Management Resources, Inc., a Florida for-profit IMR Global CenJtr Project Development Agreement 3 PROPOSED DEVELOPMENT AGP.EEMEN'~ Bolland , Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 1 corporation, and any successors and assigns thereof, including any entity, partnership, joint 2 venture, or other person in which Infonnation Management Resources, Inc., is a general partner 3 or principal, but not including any entity, partnership, joint venture, or other person in which 4 Information Management Resources, Inc. is a general partner or principal which is not 5 undertaking or participating in any development of the Global Center Project, or any part thereof. 6 7 (18) "Easement Property" means the ingress/egress easement and utility easement to 8 Gould Street, the stormwater retention easement and the Environmental Easement Property, all as 9 more particularly described and depicted on Exhibit" A-3." 10 11 (19) "Environmental Easement Property" means the property subject to the easement 12 over the north side of the Project Site, an as more particularly described and depicted on Exhibit 13 " A-3. " 14 15 (18) "Effective Date" means the date determined in accordance with Section 17.20 16 when the Memorandum of Development Agreement is recorded and this Agreement becomes 1 7 effective. 18 19 (19) "Exhibits" means those agreements, diagrams, drawings, specifications, 20 instnunents, forms of instruments, and other documents attached hereto and designated as 21 exhibits to, and incorporated in and made a part of, this Agreement. 22 23 (20) "Expiration Date" means the date on which this Agreement expires, as evidenced 2 4 by the Agreement Expiration Certificate being recorded in the public records of PineJlas County, 2 5 Florida, as provided in Section 17.19 hereof. 26 27 (21) "Global Center Project" means the corporate headquarters offices and appurtenant 28 facilities to be located on the Global Center Site as contemplated by the Proposal and this 2 9 Agreement and constructed substantially in accordance with the Global Center Plans and 30 Specifications, consisting of Phase I and, if constructed, Phase II, Subsequent Phases, and 31 Subsequent Excess Phases. 32 33 (22) "Global Center Project Plans and Specifications" means the plans and 34 specifications pertaining to the construction, installation and equipping of the Global Center 35 Project, including the schedule for completing the Global Center Project, consisting of the plans 3 6 and specifications for each Phase. 37 38 (23) "Global Center Project Account" means the account created by the Agency in 3 9 which funds are deposited to pay certain costs, including the cost of the Infrastructure 40 Improvements, as contemplated by Section 5.03. 41 42 (24) "Global Center Site" means that part of the Project Site which is con.veyed to the 4 3 Developer by the Agency pursuant to the terms of Article 7 hereof and on which the Global 44 Center is to be located, including the ingress/egress easement and utility easement to Gould 4 5 Street, the stormwater retention easement, all as more particularly described and depicted on IMR Global Center Project Devewpment Agreement 4 PROPOSED DEVELOPMENT AGREEME'NT Bolland & Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1.998 1 Exhibit "A-I" and the Environmental Easement Property. 2 3 (25) "Impact Pees" means those fees and charges levied and imposed by the City, 4 Pinellas County and any other governmental entity on projects located in the Project Site for 5 certain services impacted by development such as the Global Center Project. 6 7 (26) "Infrastructure Improvements" means the improvements to be designed, 8 constructed and installed by the Agency or caused to be designed, constructed and installed by 9 the Agency in substantial accordance with the Infrastructure Improvements Plans and 10 Specifications on the Project Site, including stormwater retention, providing fill material to the 11 Global Center Project, the burying of overhead power lines along the western boundary of the 12 Project Site, upgrades to Madison Street and Gould Street, and, if and to the extent required, 13 upgrades to Cleveland Street and Missouri A venue 14 15 (27) "Infrastructure Improvements Completion Date" means the date on which 16 construction and installation of the Infrastructure Improvements are substantially complete as 1 7 contemplated by this Agreement and as evidenced by the Infrastructure Improvements 18 Completion Certificate. 19 20 (28) "Infrastructure Improvements Completion Certificate" means the instrument 21 executed by the Agency cenifying that design, construction, installation and equipping of the 22 Infrastructure Improvements are substantially complete and usable for the purposes contemplated 23 by this Agreement and setting forth the Infrastructure Improvements Completion Date, the form 24 of which is attached hereto as Exhibit "F." 25 2 6 (29) "Infrastructure Improvements Plans and Specifications" means the plans and 2 7 specifications pertaining to the Infrastructure Improvements, including the Infrastructure 2 8 Schedule for commencing, continuing and completing such improvements, all as prepared, 2 9 reviewed and approved as provided in Article 5 hereof. 30 31 (30)" Infrastructure Schedule" means the schedule for commencing, continuing and 3 2 completing the design, construction, and installation of the Infrastructure Improvements, as 3 3 prepared, reviewed and agreed to as provided in Article 5. 34 3 5 (30) "Interlocal Agreement" means the interlocal agreement between the City and the 36 Agency, dated as of June 18, 1998, entered into pursuant to Sections 163.01 and 163.400, 37 Florida Statutes, which establishes certain duties and responsibilities of each party thereto 38 pertaining to the Project and the implementation of this Agreement, including, but not limited to, 3 9 the Infrastructure Improvements and the Project Site, which agreement is further described in 4 0 Section 2.05 hereof. 41 42 (31) "Permits" means all zoning, variances, approvals and consents required to be 4 3 granted, awarded, issued, or given by any governmental authority in order for construction of the 44 Project, or any part thereof, to commence, continue, be completed or allow occupancy and use, 4 5 but does not include the Building Pennit. IMR Global CenUr Project DevelopmenJ AgreemenJ 5 PROPOSED DEVELOPMENT AGREEMEN'l' Bolland & Knight Draft 117A includea Robbins' comments 11:30am fax June 15, 1998 1 2 (32) "Phase" means Phase I or Phase II of the Global Center Project, as the case may 3 be, but does not include any Subsequent Phase or Subsequent Excess Phase. 4 5 (33) "Phases n means Phase I and Phase II of the Global Center Project, but does not 6 include any Subsequent Phase or Subsequent Excess Phase. 7 8 (34) "Phase I" means the initial phase of the Global Center Project which shall consist 9 of a minimum of 50,000 square feet of office space and surface parking for a minimum of 225 10 vehicles to be located on the Phase I Property. 11 12 (35) "Phase n" means the second phase of the Global Center Project which consists of 13 a minimum of 50,000 square feet of office space and surface parking for a minimum of 225 14 vehicles to be located on the Phase I and/or the Phase II Property. 15 16 (36) "Phase I Property" means that portion of the Global Center Site described or 1 7 depicted on Exhibit" A-2" upon which Phase I shall be constructed and a portion of Phase II may 18 be constructed, together with such appurtenant easements as are necessary or desirable for 19 utilities, drainage and ingress and egress to Phase I and Phase II, together with the Environmental 2 0 Easement Property . 21 2 2 (37) "Phase n Property" means that portion of the Global Center Site not included in 2 3 the Phase I Property as described and depicted on Exhibit "A-2". 24 2 5 (38) "Plan n means the community redevelopment plan for the Area, including the 26 Project Site, as adoeted by the City Commission pil--:7~;;~ .~_.-: -199 ~~ by enactment of its 2 7 Qta.~;..~........-- ~ and including any amendments to the Plan. 28 29 (39) "Project" means, collectively, the Infrastructure Improvements and the Global 30 Center Project. 31 32 (40) "Project Professionals" means any architects, attorneys, brokers, engineers, 33 consultants, planners, construction managers or any other persons, or combination thereof, 34 retained or employed by the Developer in connection with the planning, design, construction, 35 pennit applications, completion and opening of the Global Center Project, but does not include 3 6 the Developer. 37 38 (41) "Project Site" means the tract of land located in the Area on part of which the 3 9 Infrastructure Improvements will be constructed and installed and that part of which is to be 4 0 conveyed to the Developer constituting the Global Center Site on which the Global Center 41 Project will be located, as more particularly described and depicted on Exhibit" A," including 4 2 the public rights-of-way and 2il1Y land to be dedicated to public use or across which there is a 4 3 permanent public access easement or easement in favor of the Developer. 44 45 (42) "Proposal n means the proposal for redevelopment of the Project Site, dated IMR Global D!nter Project Development Agreement 6 PROPOSED DEVELOPMENT AGREEMENT Bolland & Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 1 January 5, 1998, submitted by the Developer to the Agency in response to the RFP. 2 3 (43) "RFP" means the Request for Proposals initially published by the Agency on 4 December 6, 1997, soliciting proposals from persons interested in redeveloping the Project Site 5 in accordance with the Act and the Plan. 6 7 . (44) "Site Plan" means the depiction and description of the Global Center Project on 8 the Project Site, the initial version of which is attached hereto as Exhibit liB." 9 1 0 (45) "Subsequent Excess Phase" means subsequent phases of improvements which may 11 be constructed on the Global Center Site which when combined with Phase I, Phase IT and any 12 Subsequent Phases exceed 180,000 square feet of office space. 13 14 . (46) "Subsequent Phases" means subsequent phases of improvements upon the Global 15 Center Site constnIcted subsequent to completion of Phase II, but which improvements together 16 with Phase I and Phase IT do not exceed 180,000 square feet of office space in the aggregate. 17 18 (47) "Tennination Date" means the date on which this Agreement is tenninated by any 19 party hereto as provided in Section 13.05, and as evidenced by the Agreement Termination 20 Certificate. 21 22 (48) "Unavoidable Delay" means those events constituting excuse from timely 23 performance by a party hereto from any of its obligations hereunder, as such events are dermed 2 4 in and subject to the conditions described in Article 14 hereof. 25 26 1.02. Use of Words and Phrases. Words of the masculine gender shall be deemed and 27 construed to include correlative words of the feminine and neuter genders. Unless the context 28 shall otherwise indicate, the singular shall include the plural as well as the singular number, and 29 the word "person" shall include corporations and associations, including public bodies, as well as 30 natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and 31 other equivalent words refer to this Agreement and not solely to the particular portion thereof in 32 which any such word is used. 33 34 1.03. Florida Statutes. All references herein to Florida Statutes are to Florida Statutes 35 (1997), as amended fi'om time to time. 36 37 ARTICLE 2. PURPOSE; PROPOSAL. 38 39 2.01. Intent: Purpose of Agreement. 40 4 1 (a) The purpose of this Agreement is to further the implementation of the Plan by 42 providing for the planning, construction and installation of the Infrastructure Improvements, the 4 3 conveyance of the Global Center Site to the Developer and the development and construction and 4 4 operation of the Global Center Project thereon in accordance with the Global Center Project 45 Plans and Specifications, all to enhance the quality of life, increase employment and improve the IMR Global Center Project Development Agreement 7 " \ / \ \ .', I I I I" ' " . I I . ' I \ I I PROPOSED DEVELOPMEN':r ~ Bolland & Knight Draft 1/7A includes Robbins' co~ntB 11:30am fax June 15, 1998 1 aesthetic and useful enjoyment of the Area through the eradication of conditions of blight, all in 2 accordance with and in furtherance of the Plan and as authorized by and in accordance with the 3 Act. 4 5 (b)(l) The Global Center Site is to be redeveloped according to Global Center Project 6 Plans and Specifications for use as a corporate headquarters which may be constructed in Phases 7 and may include additional improvements to be constructed by the Developer on the Global 8 Center Site in Subsequent Phases or in Subsequent Excess Phases. 9 10 '(2) As provided in this Agreement, the Agency shall undertake certain public actions 11 pursuant to the Act and as implementation of the Plan, including making the Project Site available 12 for redevelopment, assistance in obtaining such approvals by governmental authorities as are 13 necessary for development of the Global Center Project, and the construction and installation of 14 the Infrastructure Improvements. 15 16 (c) As provided in this Agreement, the Developer shall carry out the redevelopment 1 7 of the Global Center Site by purchasing the Global Center Site from the Agency, obtaining 18 approvals by governmental authorities necessary for development of the Global Center Project, 19 consttucting various private improvements on the Global Center Site, and causing the Global 20 Center Project to be developed as a unified and integrated corporate headquarters and 21 professional office facility. 22 23 2.02. Developer's Proposal. 24 25 (a) Tbe Proposal for the redevelopment of the Project Site, specifically including the 26 acquisition of the Global Center Site by the Developer from the Agency and the design, 27 construction, equipping, completion and use of the Project, and each component thereof, is 28 hereby found by the Agency and acknowledged by the Developer: (1) to be consistent with and in 29 furtherance of the objectives of the Plan, (2) to confonn to the provisions of the Act, (3) to be 30 responsive to the RFP, (4) to be in the best interests of the citizens of the City, (5) to further the 31 purposes and objectives of the Agency, and (6) to further tbe public purpose of eradicating 32 conditions of blight in the Area. The parties recognize and agree that during the process of 33 review and approval provided for in the Agreement the design of the Project may be subject to 34 change and modification as may be either agreed to by the parties or required as provided herein 35 or by the appropriate regulatory authority, and should any changes be necessary or desirable the 36 parties agree that they will act expeditiously and reasonably in reviewing and approving or 37 disapproving auy changes or modifications to the Project. 38 39 (b) Based upon and as a result of the fmdings set forth in subsection (a) above, the 4 0 Proposal, including such changes and revisions as are provided by this Agreement, is hereby 4 1 afflfIl1ed by the Developer and approved and accepted by the Agency. 42 43 (c) The parties hereto fmd that the terms and conditions set forth in this Agreement do 44 not, individually or collectively, constitute a substantial deviation from the RFP or the Proposal. 45 IMR Global Centu Project Development Agreement 8 PROPOSED DEVELOPMENT AGRE'EMENT Holland & Knight: Draft //7A inc~udes Robbins' co~nt:s 11:30am fax June 15, 1998 1 2.03. Cooperation of the Parties. The parties hereto recognize that the successful 2 development of the Project and each component thereof is dependent upon continued cooperation 3 of the parties hereto, and each agrees that it shall act in a reasonable manner hereunder, provide 4 the other party with complete and updated information from time to time, with respect to the 5 conditions such party is responsible for satisfying hereunder and make its good faith reasonable 6 efforts to ensure that such cooperation is continuous, the purposes of this Agreement are carried 7 out to the full extent contemplated hereby and the Project is designed, constructed, equipped, 8 completed and operated as provided herein. . 9 10 2.04. Authorized Representative. 11 12 (a) Each party shall designate an Authorized Representative to act on its behalf to the 13 extent of the grant of any authority to such representative. Written notice of the designation of 14 such a representative (and any subsequent change in the Authorized Representative) shall be 15 given by the designating party to the other party in writing in accordance with the procedure set 16 forth in Section 17.03 hereof. 17 18 (b) Except as otherwise expressly provided in this Agreement, whenever approval or 19 action by the Developer or the Agency is required by this Agreement, such action or approval 20 may, in the discretion of the party considering such approval or action, be taken or given by the 21 Authorized Representative thereof. A party to this Agreement may rely upon the representation 22 of the other party's Authorized Representative that such person bas the requisite authority to give 23 the approval or take the action being done by that Authorized Representative. A party may not 24 later deny that its Authorized Representative had the authority represented to and relied upon by 25 tbe other party or revoke or deny any action taken by such Authorized Representative which was 2 6 relied upon by the other party. 27 28 (c) The Developer does hereby notify the Agency that its initial Authorized 2 9 Representative for the Project is Albert N. Justice of the Justice Corporation. 30 31 (d) The Agency does hereby notify the Developer that its initial Authorized 32 Representative is Bob Keller. 33 34 2.05. Interlocal Agreement. 35 36 (a) As of the Effective Date, the Agency and the City have entered into the Interlocal 37 Agreement, a true and conect copy of which has previously been provided to the Developer. 38 The parties recognize and acknowledge that the City, as a general purpose unit of .local 39 government possessing certain sovereign and governmental powers, including the power to tax, 4 0 may not contractually obligate itself to a private party now or in the future to exercise or not 41 exercise those powers or subject the exercise of those powers to certain terms and conditions. 42 The parties further recognize and acknowledge that Section 163.400, Florida Statutes, authori7~s 4 3 units of local government, such as the City and the Agency, to enter into agreements to carry out 44 the powers granted by Part ru, Chapter 163, Aorida Statutes, and Section 163.01, Florida 45 Statutes, authorizes units of government, such as the City and the Agency, to enter into IMR Global ~rUer Project Development Agreement 9 I \ I ' I I ", ,f, I ~ I . , { . \' J ~, \. ~\ / r \ I ' ," I I' J' \ ; I' I { I \ I , PROPOSED DEVELOPMENT AGREEMENT Bolland & Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 1 agreements such as the Interlocal Agreement whereby the powers and duties and obligations of 2 one unit of government may be exercised by another or one unit of government may obligate 3 itself to the other to undertake or not undertake certain actions. 4 5 (b) The parties acknowledge that in the Interlocal Agreement the City has agreed with 6 the Agency to take certain actions or to refrain from taking certain actions which the Developer 7 has represented to the Agency are critical to the successful development of the Project as 8 contemplated by this Agreement, specifically including the design, construction, installation and 9 completion of the Infrastructure Improvements. 10 11 (c)(1) Based on the Developer's representation described in subsection (b), the Agency 12 agrees to take such actions as may be necessary from time to time to implement, conunence and 13 complete the actions required to be taken by the City pursuant to the Interlocal Agreement and, 14 further agrees, that in the event the Agency fails to do so, the Developer may seek an appropriate 15 order, ruling, judgment or other directive to the Agency from a court of competent jurisdiction to 1 6 enforce this obligation of the Agency to cause the City to do or not to do certain things under the 1 7 Interloca1 Agreement, provided that nothing in this subsection (c) is intended or shall be deemed 1 8 to give the Developer any right to recover damages in any action brought by the Developer 19 contemplated by this subsection (c). Nothing in this subsection (c) is intended to deprive the 20 Developer of any rights, remedies or actions it may take pursuant to sections 13.02 or 13.05 2 1 hereof. 22 2 3 (2) The Agency covenants and agrees with the Developer that in any legal proceeding 2 4 regarding the Global Center Project it will not assert or agree that the Interlocal Agreement is 25 void or invalid, in whole or in part. 26 27 (d) The Agency covenants and agrees with the Developer that for so long as this 28 Agreement is in effect it will take such actions as are necessary to maintain the Interloca1 2 9 Agreement in full force and effect and will not take any action or fail to take any action that will 30 result in the termination of the InterlocaJ Agreement before it is scheduled to expire by its. own 31 terms or will result in changes to the Interlocal Agreement which would have the effect of 32 adversely affecting the rights and obligations of any party to this Agreement. 33 34 (e) Nothing in this Agreement, specifically including this Section 2.05 expressly or 35 implied, is intended to or shall be construed to confer- upon any person, frrm or corporation other 36 than the parties hereto, any right, remedy, or claim, legal or equitable, under or by reason of this 37 Agreement or any provision hereof. It is the intent of the parties hereto that this Agreement and 38 all its provisions are intended to be and are for the sole and exclusive benefit of the parties 39 hereto. 40 41 (f) The Agency shall provide to the Developer any proposed amendments to the 4 2 Interlocal Agreement at least thirty (30) days before such amendments will be considered by the 4 3 governing body of the Agency. 44 45 ARTICLE 3. LAND USE REGULATION. IMR Global CenJer Project Development Agreement 10 ,r.;r , I I ,t. \ \ , .' \ 'l', I \ I. f ,- \ / 'I i I I \ PROPOSED DEVELOPMENT AGREEMENT Bol~and & Knight Dra~t #7A includes Robbins' comments 11:30am ~ax June 15, 1998 1 2 3.01. Zoning. 3 4 On the Effective Date, the zoning classification for the Project Site is Urban Core (East 5 Corridor), abbreviated as "UC(E)." The parties recognize and acknowledge that the zoning 6 classification of the Project Site as of the Effective Date does permit development of Phase I, 7 Phase n, and the Subsequent Phases on the Global Center Site. The parties further recognize and 8 acknowledge that the City has in the Interlocal Agreement agreed not to rezone the Global Center 9 Site so as to prevent subsequent development of Phase I, Phase D, or Subsequent Phases to the 10 extent and for the uses currently contemplated. 11 12 3.02. Redevelopment Plan. 13 14 The Agency represents to the Developer and the Developer acknowledges that as of the 15 date of the RFP and the Proposal the provisions of the Plan pertaining to the Project Site were not 1 6 consistent with the Global Center Project as contemplated by the Proposal. The Agency 1 7 represents and warrants to the Developer that it initiated actions necessary to amend the Plan to 18 make it consistent with the Global Center Project contemplated by the Proposal and such 19 amendment has been approved by the City Commission and the amendment to the Plan to make it 20 consistent with the Global Center Project as contemplated by the Proposal went into effect prior 21 to the Effective Date. 22 23 3.03. Development of Regional Impact. 24 25 The parties hereto acknowledge and agree that the Project as contemplated by the 26 Proposal and this Agreement was not and is not as of the Effective Date a "development of 27 regional impact" within the meaning of Section 380.06, Florida Statutes. 28 29 3.04. Permits. 30 31 (a) The Developer shall prepare and submit to the appropriate governmental 32 authorities, including the City, the applications for each and every Building Permit and any and 33 all necessary Permits for the Global Center Project, and shall bear all costs of preparing such 34 applications, applying for and obtaining such permits (excluding permit and review costs which 35 shall be payable by the Agency as hereinafter provided), provided that the Agency agrees to pay 3 6 and shall timely pay any and all applicable application, inspection, regulatory and Impact Fees or 37 charges pertaining to the Phase I, Phase n, and Subsequent Phases of the Global Center Project, 38 including, but not limited to, any such permit, review, application, inspection, regulatory or 39 Impact Fees or charges which relate to Phase I, Phase IT or Subsequent Phases (but excluding any 40 such Impact Fees or charges which relate to Subsequent Excess Phases). Agency agrees that its 41 obligations as contained in this Section 3.04(a) with respect to Subsequent Phases shall survive 42 the expiration of this Agreement under Section 13. 05 (g) and Section 17.19 hereof until a period 43 of ten (10) years after the Effective Date. It is the intent of the foregoing provisions of this 44 Section 3.04(a) that Agency shall be obligated to pay permit, review, application, inspection, 45 regulatory or Impact Fees or charges which relate to the initial 180,000 square feet of office IMR Global Center Project Development Agrtement 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 PROPOSED DEVELOPMENT AGREEMEN!' Bolland' Knight Dra:ft #7A includes Robbins' comments 11:30am :fax June IS, 1998 development on the Global Center Site for a period of ten (10) years after the Effective Date of this Agreement as provided under Section 13.05(g) or Section 17.19 hereof notwithstanding a termination of the Agreement prior to the expiration of this Agreement. The parties further acknowledge and agree that a termination of this Agreement by the DevelOPer pursuant to Section 13.05(f) shall not result in the Agency's obligation to pay permit, review, application, inspection, regulatory or Impact Fees or charges relating to any portion of the initial 180,000 square feet of office development on the Global Center Site surviviflg not under construction as of such termination. (b) The Agency shall cooperate with the Developer in obtaining all necessary Pennits and the Building Permit required for the construction and completion of the Global Center Project or any Phase thereof. . (c) The Agency shall prepare and submit, or pursuant to the Interlocal Agreement cause the City to prepare and submit, to the appropriate governme~ta1 authorities, including the City, the applications for all necessary Permits for the Infrastructure Improvements, and shall bear all costs of preparing such applications, applying for and obtaining such permits and pay any and all applicable pennit, review, application, inspection, regulatory and Impact Fees or charges pertaining to the Infrastructure Improvements. (d) The Agency's duties, obligations, or responsibilities under any section of this Agreement, specifically including but not limited to this Section 3.03 do not affect the Agency's or the City's right, duty, obligation, authority and power to act in its governmental or regulatory capacity in accordance with applicable laws, ordinances, codes or other building or project regulation. (e) Notwithstanding any other provisions of this Agreement, any required Pennitting, licensing or other regulatory approvals by the Agency or the City shall be subject to the established procedures and requirements of the Agency or the City with respect to review and permitting of a project of a similar or comparable nature, size and scope. In no event shall the Agency or the City, due to any provision of this Agreement, be obligated to take any action concerning regulatory approvals except through its established processes and in accordance with applicable provisions of law. 3.05. Concurrency. (a) TIle parties hereto recognize and acknowledge that Florida law (specifically, Part IT, 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. The City has created and implemented a system for monitoring the effects of development on public services within the City. The Developer recognizes and acknowledges it must satisfy the concurrency requirements of Florida law as applied to the Global Center Project. Specifically, the Developer covenants and agrees to comply with the City's land development code, including providing to the City any and all data and IMR Global Center Project Developmeru Agreement 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 PROPOSED DEVELOPMENT AGREEMENT Holland & Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 analysis that shows the Global Center Project will be consistent with the goals, objectiyes and policies of the comprehensive plan for the City, adopted by the City and in effect on the Effective Date, and the Developer further covenants and agrees to comply with concurrency certification provisions of the City's land development code. (b) The Agency represents and warrants and the Developer acknowledges that as of the Effective Date the Project as contemplated by this Agreement does not require any reservation of capacity or to seek any approvals as a result of the concurrency requirements described in subsection (a). If legally obligated in the future to comply with such requirements, the Developer agrees to seek issuance of a concurrency compliance certificate or other similar document by whatever name known and a reservation of services capacity under the City's concurrency management system, and does further agree to maintain such certificate and reservation. The Developer covenants and agrees with the Agency to not undertake any action or fail to take any action which would cause the City to revoke or invalidate the concurrency compliance certificate or the reservation of services capacity. 3.06. Not a Development Order or Permit. The parties do hereby acknowledge, agree and represent that this Agreement is not intended to be and should not be construed or deemed to be a "development order" or "development permit" within the meaning of those tenns in Section 163 .3164, Florida Statutes. ARTICLE 4. GLOBAL CENTER PROJECT PLANS AND SPECIFICATIONS. 4.01. Site Plan. (a) The Developer has prepared a preliminary Site Plan, a copy of which is attached hereto as Exhibit liB," that contemplates development of the Global Center Project consistent with the Proposal and the current zoning classification for the Global Center Site. The Developer agrees that during thetenn of this 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. 4.02. Preparation of Global Center Proiect Plans and Specifications. (a) The Developer shall prepare the Global Center Project Plans and Specifications in sufficient detail and description of the Global Center Project, and each Phase thereof, 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. (b)(1) The Developer is responsible for the cost of preparing, submitting and obtaining approval of the Global Center Project Plans and Specifications (2) The Developer has retained and shall retain the Project Professionals to prepare IMR Global Centlr Project Development Agreement 13 '. \ .' 'I' I I J \ I , f ,f.. . " I \ . , .' \ , I, I I I' . .,>. PROPOSED DEVELOPMEN'l' A.GREEM1:NT Bolland & Knight Draft #1A includes Robbins' comments 11:30am fax June 15, 1998 1 the Global Center Project Plans and Specifications, and shall notify the Agency of the names of 2 such Project Professionals and any subsequent changes thereto or additional Project Professionals 3 retained with respect to the Global Center Project. The Developer shall cause the Project 4 Professionals to prepare the Global Center Project Plans and Specifications. 5 6 (c)(l) The Agency does hereby consent to the preparation of the Global Center Project 7 Plans and Specifications, and any revisions thereto, by the Project Professionals, and the Agency 8 will not withhold approval of the Global Center Project Plans and Specifications because they 9 were prepared by the Project Professionals. The Agency hereby acknowledges and agrees that 10 the selection of the Project Professionals is the sole responsibility of, and within the discretion of, 11 the Developer, and the Agency will not participate, and have not previously participated, in such 12 selection by the Developer. 13 14 (2) The parties hereto mutually acknowledge and agree the Project Professionals are 15 not, individually or collectively, agents or representatives, either expressed or implied, of the 1 6 City or the Agency. 17 18 (d) The Developer shall file the Global Center Project Plans and Specifications with 19 the Agency for each Phase. The Global Center Project Plans and Specifications for Phase I shall 20 be filed by the Developer with the Agency no later than ten(10) business days prior to the 21 Closing Date. The Agency and the Developer recognize and acknowledge the need for expedited 22 review of the Global Center Project Plans and Specifications and approval by the Agency. To 23 meet that need the parties agree to cooperate and assist each other so that portions the Global 2 4 Center Project Plans and Specifications for Phase I are submitted to the Agency and the City as 25 prepared, and the City and the Agency will then review such portions so that the review when all 2 6 of the Global Center Project Plans and Specifications for Phase I are submitted any remaining 27 review can be expedited and completed as soon as possible and not delay the Closing Date from 2 8 the intended date of July 31, 1998. 29 30 (e) The Global Center Project Plans and Specifications contemplated by this 31 subsection (d) shall be sufficient for a determination by the City required by the ordinances and 32 regulations of the City. 33 34 4.03. Coordination with City Review. The Developer has represented to the Agency 35 and the Agency acknowledges the need to expedite the process for review of the Global Center 36 Project Plans and Specifications and the issuance of any Building Permits and Pennits. The 37 Agency agrees to use its best efforts to coordinate and expedite its review of the Global Center 3 8 Project Plans and Specifications with any review or approvals by the City or other governmental 39 entities. The Agency further agrees to urge the City or other governmental entities and any 4 0 boards of the City or other governmental entities to hold special meetings and special ordered 4 1 agenda items for consideration of matters pertaining to the Global Center Project so as to 4 2 expedite review, consideration and decision. 43 44 4.04. Agency Review of Global Center Proiect Plans and Specifications. 45 IMR Global Center Project Development Agreement 14 ! I / / " I f I , I / ,\ ,\ / , , ' . \ \, ,'I \ I I / / ,I', ',. .' PROPOSED DEVELOPMENT AGREEMENT Holland & Knight Draft #7A includes Robbins' comments 11:30am fAX June 15, 1998 1 (a) During the term of this Agreement, Agency review and approval of the Global 2 Center Project Plans and Specifications is a prerequisite for issuance of the initial Building Permit 3 for construction of the Global Center Project, or any part thereof. In the discretion of the 4 Agency's governing body, the Agency's review and approval of the Global Center Project Plans 5 and Specifications for any Phase or Subsequent Phase may be delegated in whole or in part to an 6 individual or group of individuals other than the governing body. 7 8 (b) Upon the Developer submitting the Global Center Project Plans and 9 Specifications, or any part thereof (including the plans and specifications for any Phase), to the 10 Agency for review, the Agency agrees to diligently proceed with and complete its review of the 11 Global Center Project Plans and Specifications and respond to the Developer as soon as 12 reasonably possible after receipt thereof, but in no event later than fifteen (15) ten (10) business 13 days after receipt of such Global Center Project Plans and Specifications, and advise the 14 Developer in writing of the Agency's reasonable objections thereto or that the Global Center 15 Project Plans and Specifications have been approved as submitted. 16 1 7 (c) If the Agency gives written notice of specific objections to or deficiencies in the 18 Global Center Project Plans and Specifications as provided in subsection (b), then the Agency 19 and the Developer shall expeditiously, diligently and reasonably negotiate to resolve such 20 objections. 21 22 (d) If the Global Center Project Plans and Specifications submitted to the Agency by 23 the Developer substantially comply with this Agreement, including being substantially in 2 4 accordance with the Site Plan, and further the purposes of the Plan, the Agency shall approve the 25 Global Center Project Plans and Specifications as submitted, and shall notify the City and other 2 6 pertinent governmental entities of such approval and recommend the City and such other 27 pertinent governmental entities give such approvals and issue such pennits or licenses as are 28 necessary for development of the Global Center Project (or the Phase included in the approved 29 Global Center Project Plans and Specifications). 30 31 (e) If the Developer does not dispute the objections to any proposed Global Cent.er 32 Project Plans and Specifications contained in any notice from the Agency, it shall submit revised 33 Global Center Project Plans and Specifications satisfying such objections. Any changes in the 34 Global Center Project Plans and Specifications made by the Developer in response to such a 35 notice shall be made without charge to the Agency. 36 37 (f) The parties acknowledge and agree that the review and approval of the Global 38 Center Project Plans and Specifications with respect to Phase I shall be completed before the 39 Closing Date, and that included in such approval will be a mutually agreed upon development 4 0 schedule, including significant construction milestones for the Global Center Project (or a Phase 4 1 thereof) and the Infrastructure Improvements. 42 43 ARTICLE 5. INFRASTRUCTURE Il\1PROVEMENTS. 44 4 5 5.01. Infrastructure Improvements. IMR Global ~nur Project Development Agreement 15 ., PROPOSED DEVELOPMEN'l' AGRE:EMENT Bolland & Knigh t Draft '7A includes Robbins' commenta 11:30am fax June 15, 1998 1 2 (1) The Agency agrees to or cause other(s) to plan, construct, install, equip and 3 complete the Infrastructure Improvements so that the Infrastructure Improvements are 4 substantially complete in accordance with the Infrastructure Improvements Plans and 5 Specifications no later than the Infrastructure Improvements Completion Date. The Agency 6 agrees to coordinate the planning, design and construction and installation of the infrastructure 7 Improvements with the Global Center Project design, construction, equipping and completion as 8 provided in the Infrastructure Schedule. 9 1 0 (2) The parties recognize and acknowledge that in the Interlocal Agreement the City has 11 agreed to design, construct and install the Infrastructure Improvements for the Agency as 12 provided in that agreement. The Developer acknowledges and agrees that the design, 1 3 construction and installation of the Infrastructure Improvements may be undertaken by the City 14 and that the provisions of the Interlocal Agreement pertaining to such actions by the City satisfy 15 the requirements of this Agreement. 16 1 7 5.02. Infrastructure Improvements Plans and Specifications. 18 1 9 (a) The Agency shall be responsible for the preparation of the infrastructure 2 0 Improvements Plans and Specifications. During the preparation of the Infrastructure 21 Improvements Plans and Specifications the Agency shall consult with the Developer and the 22 Project Professionals and coordinate the planning, design, and construction of the infrastructure 23 Improvements with the applicable Phase of the Global Center Project. 24 2 5 (b) Upon completion, the Agency shall submit them to the Developer for review and 2 6 comment. The Agency will not proceed with, or permit the City to proceed with, the 27 . construction, installation, equipping and completion of the Infrastructure Improvements unless 2 8 and until the Developer has approved the Infrastructure Improvements Plans and Specifications 2 9 and the Infrastructure Schedule. 30 31 5.03. Infrastructure Improvements Financing. 32 33 (a) The cost of the Infrastructure Improvements shall be paid from funds legally 34 available to the Agency. The Agency covenants and agrees with the Developer to have funds in 35 sufficient amounts to pay the costs of the Infrastructure Improvements and to have such funds 36 available when needed to pay such costs. The Agency covenants and agrees with the Developer 37 to create on or before the Closing Date and thereafter maintain the Global Center Project 38 Account, which Global Center Project Account shall be an account segregated from other funds 39 of the Agency except for investment purposes, in which funds available to the Agency, including 4 0 increment revenues initially deposited in the Redevelopment Trust Fund and the proceeds 41 received from the conveyance of the Global Center Site to the Developer, shall be deposited. 4 2 The funds in the Global Center Project Account shall be used to pay costs of the planning, 43 designing, constructing, installing and equipping of the InfrdStructure Improvements and 44 reasonable costs related thereto, and to the extent funds are available in the Global Center Project 4 5 Account and not needed for the costs of the Infrastructure Improvements, then such funds may be IMR Global Ccnur Project Development AgreemenJ 16 PROPOSED DEVELOPMEln AGREEMENT Bolland & Knight Draft 17A includes Robbins' comments 11:30am fax June 15, 1998 1 used to reimburse Developer for any costs or expenses it incurs with respect to the planning, 2 design, construction, installation or equipping of the Infrastructure Improvements which 3 Developer may incur in the exercise of its remedies under Section 13.02 hereof, including any 4 interest payable under said Section 13.02 with respect to the same. Nothing in this subsection (a) 5 is intended to limit the obligations of the Agency with respect to its obligations to payor satisfy 6 any amounts due and payable by it pursuant to this Agreement. The Agency agrees that the 7 amount of funds available in the Global Center Project Account to pay the costs described in this 8 subsection (a) shall be at least one hundred twenty percent (120%) of the reasonable estimated 9 cost of the Infrastructure Improvements for Phase I. 10 11 (b) In no event shall the obligations, either express or implied, of the Agency under 12 the provisions of this Agreement to pay the costs of the Infrastructure Improvements be or 13 constitute a general obligation or indebtedness of the City or the Agency, or both, or a pledge of 14 the ad valorem taxing power of the City or the Agency, or both, within the meaning of the 15 Constitution of the State of Florida or any other applicable laws, but shall be payable solely from 16 legally available revenues and funds. The Developer, any Construction Lender or any 1 7 Contractor, subcontractor, materialman, or supplier for any part of the Project, shall not have the 1 8 right to compel the exercise of the ad valorem taxing power of the Agency or the City or any 1 9 other governmental entity on any real or personal property or taxation in any form to pay the 20 Agency's obligatio"ns or undertakings hereunder. 21 22 5.04. Construction of the Infrastructure Improvements. 23 24 (a) Following approval of the Infrastructure Improvements Plans and Specifications 25 and in coordination with the construction of the Global Center Project, but in no event earlier 26 than the Commencement Date, as provided in the Interlocal Agreement, the Agency will cause 27 the City to commence construction of the Infrastructure Improvements and cause it to proceed to 28 substantial completion in accordance with the Infrastructure Schedule. It is the intent of the 2 9 parties to this Agreement that construction of the Infrastructure Improvements will be 30 substantially complete and the Infrastructure Improvements will be completed by the dates agreed 31 to by the parties in the Infrastructure Schedule so as to allow occupancy of Phase I of the Global 32 Center Project no later than June 30, 1999. 33 34 (b) The Infrastructure Improvements and the Global Center Project shall be 35 undertaken and completed at such times and in such a manner as may be mutually agreed upon by 36 the Agency and the Developer taking into account the schedule for specific aspects of the 37 construction of such improvements. 38 39 5.05. Infrastructure Improvements Completion Certificate. 40 41 (a) Upon the completion of the construction, installation and equipping of the 42 Infrastructure Improvements in accordance with the provisions of this Article 5 and the 4 3 Infrastructure Improvements Plans and Specifications such that the improvements are 4 4 substantially complete, the Agency shall prepare and execute the Infrastructure Improvements 4 5 Completion Certificate, and deliver it to the Developer. Upon receipt of the certificate, the IMR Global Cerner Project Development Agreement 17 PROPOSED DEVELOPMEN'l' AGfU2HEN'J.' Holland , Knight: Dzaft /i7A inc~udalJ Robbins' commenta 11 :30am fax June 15, 1998 1 Developer shall determine if construction, installation and equlppmg of the Infrastructure 2 Improvements has been so completed, and, if so, shall execute the certificate and return it to tbe 3. Agency. 4 5 (b) The Infrastructure Improvements Completion Certificate shall be in a form 6 sufficient to be recorded in the public records of Pinellas County, Florida. After execution 7 thereof by the parties hereto, it shall be returned to the Agency, which shall be responsible for 8 having the certificate promptly recorded in the public records of Pinellas County, Florida. The 9 Agency shall be responsible for the cost of such recording. 10 11 5.07. Infrastructure Inlprovements Coordination. 12 13 (a) It is the intent and desire of the parties hereto that the design and construction of 14 each part of the Infrastructure Improvements and the Global Center Project be coordinated with 15 other parts of the Project and the design, construction, installation and equipping of the 16 Infrastructure Improvements and the Global Center Project so as to minimize conflicts, improve 1 7 efficiency and avoid delays in completion of the Project and each part thereof. 18 19 (b)(l) The Agency shall designate a person to coordinate the planning, construction, 20 installation, equipping and completion of the Infrastructure Improvements with the construction 21 of the Global Center Project. 22 23 (2) The Developer shall designate a person to coordinate the planning, construction, 24 installation, equipping and completion of the Global Center Project with the construction of the 2 5 Infrastructure Improvements. 26 27 5.08. Failure to Timely Construct Infrastructure Improvements. In the event the. 2 8 Agency fails to timely construct and complete the Infrastructure Improvements in accordance 2 9 with the Infrastructure Schedule so that substantially due to such failure by the Agency the 30 Developer is unable, without extraordinary measures, to obtain a cenificate of occupancy for 31 Phase I on or before June 30, 1999 (time being of the essence), then the Developer may 32 exercise any and all rights or remedies as provided in Section 13.02 hereof including, but not 33 limited to, the exercise by the Developer of its self-help rights in connection with the construction 3 4 and completion of the Infrastructure Improvements, as well as recovery of liquidated damages by 35 the Developer in the amounts provided in Section 13.02 for any delays in completion of Phase I 3 6 of the Global Center Project so that it cannot be occupied on or before June 30, 19991time being 37 of the essence) which result substantially from any delay by the Agency in timely completing the 3 8 Infrastructure Improvements in accordance with the Infrastructure Schedule. It is the intent of 3 9 the parties that in the event of a delay in the construction and completion of the Public 4 0 Infrastructure Improvements which delays the completion of Phase I so that it cannot be occupied 41 by June 30, 1999 (time beiBg of the esseace) , the liquidated damages provided for in Section 42 13.02 shall apply only in the event the delay was substantially due to actions or non-actions on 4 3 the part of the Agency, the City or their contractors for the Public Infrastructure Improvements 4 4 and also that the Developer will cooperate with the Agency and take such reasonable and IMR Global Center Project Development Agreement 18 PROPOSED DEVELOPMENT AGREEMENT Bolland & Knight Draft #7A includes Robbins' comments 11:30am ~4X June 15, 1998 1 necessary actions as are necessary to complete Phase I so it may be occupied by June 30, 1999, 2 without extraordinary measures, including payment of overtime and premium to Contractors or 3 others t.o complete Phase I. The parties agree that should extraordinary measures be necessary to 4 complete Phase I, including the payment of overtime and premiums, and the Developer elects not 5 to take such measures, the Agency may, in its sole discretion, elect to reimburse the Developer 6 for the cost of such extraordinary measures as the parties may agree to at the time. 7 8 5.09. Increment Revenues for Infrastructure and Landscaping. The Agency covenants 9 and agrees with the Developer that prior to the Closing Date it will have made provisions to use 10 increment revenues attributed to the Global Center Project and will deposit or cause to be 11 deposited in the Agency's community redevelopment trust fund for a period of three (3) years 12 from the Completion Date for Phase I of the Global Center Project to pay costs of infrastructure 13 and landscaping improvements in the vicinity in and about the Global Center Site. 14 15 16 ARTICLE 6. GLOBAL CENTER PROJECT FINANCING. 17 18 6.01. Construction Financing. 19 20 (a) If the Developer elects to obtain Construction Financing, the Developer shall use 21 its reasonable efforts to obtain from a Construction Lender a commitment to provide the 22 Construction Financing as soon as is reasonably possible. Upon obtaining such Construction 23 Financing, the Developer shall notify the Agency that it has obtained said fmancing. and provide 24 to the Agency the name and address of the Construction Lender. 25 26 (b) The Agency shall have an affirmative right, but not an obligation, to cure any 27 default by the Developer under the Construction Financing, which right shall be expressly 28 provided for in the financing documents providing for the Construction Financing. The parties 29 recognize and acknowledge that the Agency's right under this paragraph (2) is not intended to be 30 superior or ahead of any lien or right of the Construction Lender to enforce its rights and 31 remedies under the financing documents pertaining to the Construction Financing. 32 33 (c) The Developer covenants and agrees with the Agency that the proceeds of the 34 Construction Financing shall be solely for the purpose of paying costs and fees related to the 35 development and construction of the Global Center Project and that such proceeds, togetller with 36 its own funds or other funds available to it, shall be sufficient to pay the costs of acquiring the 37 Global Center Site and the development, construction and completion of the Global Center 38 Project. 39 40 6.02. Notice of Developer's Default. 41 42 (a) The Developer covenants and agrees with the Agency that any Construction 43 Financing documents shall include provisions that if the Construction Lender declares the 44 Developer to be in default or if an event of default has occurred under the fmancing documents 45 for the Construction Financing, such Construction Lender shall promptly give written notice IJl1R Global Center Project Development Agreement 19 PROPOSED DEVELOPMENT AGREEMENT Bolland & Knigh t Draft 1/7A includes Robbins' comments 11:30am fAX June 15, 1998 1 thereof to the Agency by certified mail, return receipt requested at its respective address last 2 given to the Construction Lender by the Developer prior to such notice; provided, however, the 3 failure of the Developer to provide the Agency's address to the Construction Lender or for the 4 Construction Lender to receive any such notice shall not constitute a waiver by or preclude or 5 delay the Agency from proceeding with or enforcing any right or remedy available to it under 6 this Agreement, nor shall it constitute a waiver by or preclude or delay the Construction Lender 7 from enforcing any right or remedy available to the Construction Lender. The notice from the a Construction Lender to the Agency shall state the basis of the default by the Developer, shall 9 identify the particular provision of the fmancing documents under which the Developer is in 1 o default and shall include copies of any pleadings in any proceeding instituted by the Construction 11 Lender incident thereto. 12 13 (b) Any notice from the Agency to the Developer specifying an event of default by the 14 Developer under Section 13.01 hereof shall, at the same time it is provided to the Developer, be 15 mailed by the Agency to any Construction Lender by certified mail, return receipt requested, at 16 its address last given to the Agency by the Developer prior to such notice; provided, however, 1 7 the failure of the Agency to mail any such notice or the Construction Lender to receive any such 1 a notice shall not constitute a material breach or default of this Agreement by the Agency, nor shall 1 9 it constitute a waiver by or preclude or delay the Agency from proceeding with or enforcing any 20 right or remedy available to it under this Agreement. The notice from the Agency to the 21 Construction Lender shall state the basis of the default, the particular provision of this Agreement 22 under which the Developer is in default and shall include copies of any pleadings in any 23 proceedings instituted by the Agency incident thereto. 24 25 6.03. Cure of Developer's Default by Lender. 26 27 (a)(1) Following the Agency providing the notice under Subsection 6.02(b) hereof, the 28 Construction Lender may, at its election, cure or remedy the default by the Developer described 2 9 in such notice. If the Construction Lender elects to cure such default, it shall give notice of such 30 election to the Agency and the Developer within sixty (60) days after the Agency issued its notice 31 of default by the Developer as provided in Section 13.01 hereof. 32 33 (2) So long as the Construction Lender proceeds to cure or remedy the Developer's 34 default of this Agreement, the Agency agrees not to exercise any right or remedy available to it 35 resulting from the Developer's default described in the notice and which the Construction Lender 36 has elected to cure for such period of time as shall be reasonably necessary for the Construction 37 Lender to cure or remedy such default, including any time reasonably necessary for the 3 a Construction Lender to obtain possession of the Global Center Site, if possession is necessary to 39 enable the Construction Lender to cure or remedy such default. 40 4 1 (b) If a default by the Developer under this Agreement is timely cured or remedied by 42 the Construction Lender pursuant to this Section 6.03, then the Agency shall not have any rights 4 3 or remedies against the Developer with regard to such default, except in such an event, the 44 Developer shall be obligated to pay and the Agency may recover from the Developer any fees, 45 costs or other expenses (including reasonable attorneys fees) incurred by the Agency as a result IMR Global Center Project Development Agreement 20 " \, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 f PROPOSED DEVELOPMENT AGREE:MENr Hol~and , Knight Draft 117A includes Robbins' comments 11:30am Eax June 15, 1998 6.06. Agency Cures Developer's Defaulr. If prior to the issuance of the Global Center Project Completion Certificate for Phase I, the Developer defaults under this Agreement or under, and to tbe holder of, any mortgage or other instrument creating an encumbrance or lien upon the Global Center Site, or any part thereof, the Agency may cure such default or breach. In such an event, the Agency, as the case may be, shall be entitled, in addition to and without limitation upon any other rights or remedies or payment of any other amounts to which it shall be entitled by this Agreement, operation of law, or otherwise, to reimbursement from the Developer for all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agency in curing such default, together with interest thereon at a per annum rate equal to twelve percent (12%). Until such amount is paid, the Agency shall have a lien on the Global Center Site for the amount of such reimbursement; provided, that any such lien shall be subject and subordinate to the lien of any then existing mortgage of the Global Center Site in favor of the Construction Lender. ARTICLE 7. GLOBAL CENTER SITE CONVEYANCE. 7.01. Findings: Representations. (a) The Agency is the owner of certain real property located in the corporate limits of the City and in the Area, the legal description of which is set forth as Exhibit "A-I" attached her,eto and made a part hereof. (the "Global Center Site"). (b) Developer desires to purchase the Global Center Site from Agency (which purchase shall include the granting of certain easements by Agency to Developer as described on Exhibit" A-I" attached hereto) on, over, under and about the Easement Property as described in Exhibit" A-3. " (c) Agency desires to sell and convey the Global Center Site to Developer. 7.eYl. Agreement to Seu and Purchase. The Agency hereby agrees to sell and convey the Global Center Site to Developer and Developer hereby agrees to purchase the Global Center Site from Agency, upon the tenns and conditions hereinafter in this Article 7. 7.03. Purchase Price. The purchase price of the Global Center Site is ONE Mll..LION, AVE HUNDRED FIFrY-TWO THOUSAND, FIVE HUNDRED DOLLARS ($1,552.500.00) less FfrTY-NINE THOUSAND, FOUR HUNDRED FORTY FOUR DOLLARS ($59,444.00) for the twenty-three feet (23') wide strip of property being removed from the Global Center Site to be used for the widening of Madison Avenue. The parties agree that should the City require any part of the Global Center Site for Infrastructure Improvements, then that part of the Global Center Site shall be excluded from the legal description thereof, shall not be conveyed by the Agency to the IMR Global Center Project .Development Agreement 22 \ . 1 . \ 11, '\ ,l ,I If, i 'j I ' ' 1 ' l ~ \ I ~ " ) t I " :7'-: PROPOSED DEVELOPMENT AGRE:EME:NT Holland' Knight Draft 17A includes Robbins' commenta 11:30am rax June 15, 1998 1 Developer, and the amount of the Purchase Price shall be adjusted based on the per square foot 2 cost of the Global Center Site. The amount to be paid by the Developer to the Agency in 3 consideration of the conveyance of the Global Center Site to the Developer is hereinafter referred 4 to as the "Purchase Price. " 5 6 7.04. Site Evaluation. 7 8 (a) From and after the Effective Date hereof during the term of this Agreement, the 9 Developer and its agents and representatives shall be entitled to enter upon the Global Center Site 1 0 for inspection, soil tests, examination, and such other matters and investigations as Developer 11 deems necessary and appropriate. In this regard, no such examination will be deemed to 12 constitute a waiver or a relinquishment on the part of Developer of its right to rely on the 13 covenants, representations, warranties and agreements made by Agency or upon the agreements 14 provided to Developer by Agency. Developer will restore any disturbance to the Global Center 15 Site caused by its acts and will hold Agency harmless and indemnify Agency from and against 1 6 any and all damages and liability occasioned by. any claim asserted against Agency caused by 1 7 such examination. 18 1 9 (b) Notwithstanding any other provision of this Agreement, Developer shall have the 20 absolute right until July 31, 1998 (which the parties acknowledge to be the anticipated Closing 21 Date), to review and examine the Global Center Site and the items provided from Agency (herein 22 referred to as the "Evaluation Period "). At any time prior to the expiration of the Evaluation 2 3 Period, Developer may terminate this Agreement if, in its sole discretion, Developer detennines 2 4 that the Global Center Site or the contemplated development or construction thereon is not 2 5 economically or otherwise acceptable to Developer. Developer may terminate this Agreement as 26 provided in Section 13.05 hereof. 27 28 7.05. Title. 29 30 (a) Within five (5) days after the Effective Date, the Agency shall furnish to 31 Developer, at Agency's expense, a commitment for the issuance of an owner's policy of title 32 insurance for the Global Center Site (including any easements to be granted by Agency to 33 Developer hereunder) by a title insurance company acceptable to Developer in the standard form 34 adopted by the American Land Title Association. This commitment shall be in the amount of the 35 total Purchase Price of the Global Center Site, shall show in Agency a good and merchantable 36 title in fee simple, free and clear of all liens and encumbrances without exception other than those 37 permitted under the provisions of Section 7.14 hereof (the "Permitted Exceptions") in a form 38 reasonably acceptable to Developer and shall be refereed to hereinafter as the "Title 39 Commitment" . 40 4 1 (b) If the Title Commitment, any update thereof or subsequent title commitment or 42 the survey delivered to Developer in connection with the Global Center Site shows that the title is 43 defective or unmerchantable or that any part of the Global Center Site is subject to liens, 44 restrictions, easements, encroachments or encumbrances of any nature whatsoever other than 45 those permitted under the provisions of Section 7.14 hereof, Developer shall give Agency a IMR Global Center Project Deyelopment Agreement 23 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 PROPOSED DEVELOPMENT A~ Holland' Knight Draft 17A includes Robbins' commsnts 11:30am fax June 15, 1.998 reasonable time (not to exceed sixty (60) days after Developer has given written notice to Agency of any unacceptable conditions of title) within which to remedy or remove any such unacceptable conditions of title. Failure of Agency to remedy or remove any such unacceptable condition of title shall constitute a grounds for termination as provided in Section 13.05, unless Developer gives Agency its written waiver of such unacceptable condition of title. The Agency acknowledges receipt of certain correspondence from Hill, Ward & Henderson, P.A., counsel for Developer, to Holland & Knight, LLP, counsel for Agency, dated March 13, 1998, listing certain title and survey objections as contained therein and that such correspondence shall constitute initial notice by Developer of title and survey objections as contemplated by this subparagraph (b) and Section 7.06 hereof. A copy of such correspondence is attached hereto as Exhibit "A-4." (c) Within thirty (30) days after closing, Agency shall furnish to Developer, at Agency's expense, a standard ALTA Marketability Form B-1970 (Rev. 10/17/70 and Rev. 10/17/84) owner's policy of title insurance based on the Title Commitment. Such policy will be issued by the title company that issued the Title Commitment, will be in the amount of the Purchase Price and will insure Developer's fee simple title or easement interests, as the case may be, to the Global Center Site subject to no exceptions other than the exceptions permitted pursuant to Section 7.14. Agency shall pay the premium charged for the issuance of any owner's policy of title insurance to the extent of the Purchase Price showing Developer as the fee simple owner or easement holder, as the case may be, of the Global Center Site. 7.06. Survey. (a) The Agency, at Agency's sole cost and expense, shall employ a surveyor licensed by the State of Florida to prepare a current survey of the Global Center Site, which survey shall be delivered to Developer on or before June 30, 1998. (b) The survey shall: (i) Be prepared in accordance with the minimum standards (including Surveyor's Certification) required in the State of Florida for removal of the survey exception from the owner's policy of title insurance issued for the Global Center Site. (ii) Set forth an accurate metes and bounds description of the Global Center Site, the gross number of acres contained in the Global Center Site. (Hi) Locate all existing easements and rights of way, whether recorded or visible (setting forth the book and page number of the recorded instruments creating the easement). (iv) Show any encroaclunents onto the Global Center Site from adjoining property and any encroachments from the Global Center Site onto adjoining property. (v) Show all existing improvements (such as buildings, power lines, fences, roads, . driveways, railroads, underground pipelines, etc.) and all rivers, creeks drainage ditches or other I!rfR Global Center Project Development Agrtement 24 PROPOSED DEVELOPMENT AGREEMEN'l' Bol~and , Knight: Draft #7A includes Robbina' comments 11:30am ~ax June 15, 1998 1 water courses. 2 3 (vi) Show all dedicated public streets providing access to the Global Center Site and 4 whether such access is paved to the property line of the Global Center Site. 5 6 (vii) Identify any flood zones as dermed on Federal Flood Insurance Rate Maps 7 (F.I.R.M.) for PinelJas County, Florida that affect the Global Center Site. 8 9 (viii) Show all applicable set back lines with reference to the source of the set backs. 10 11 (ix) Show all existing trees located upon the Global Center Site. (The Developer 12 agrees to pay the cost of any tree survey). 13 14 In the event the survey shows any encroachments of any improvement upon, from or onto the 15 Global Center Site or shows any other matter of survey which is objectionable to Developer, in 16 Developer's sole discretion, then Developer shall provide Agency with notice of such defect and 1 7 the same shall be deemed a title defect and shall be treated as an objection to title by Developer as 18 provided under Section 7.05(b), provided, however, the Developer acknowledges there are 19 certain improvements currently existing on the Global Project Site, including certain paved areas 20 and structures which are not considered to be a title defect for purposes of this Section 7.06, 21 provided, no exception is taken in the Title Commitment with respect to such improvements or 22 the potential right of others (including, but not limited to, any roadway or easement rights). 23 24 7.07. Rights and Duties of Agency. 25 26 (a) Agency shall cooperate in good faith with Developer in Developer's evaluation of 27 the Global Center Site and shall execute all documents or perform such other acts, reasonably 2 8 necessary to enable Developer to satisfactorily complete its evaluation of the Global Center Site 2 9 and shall provide to Developer and its consultants any information or documents reasonably 30 required by Developer and in Agency's or its consultant's possession which would assist 31 Developer in such evaluation and preparation. 32 33 (b) Agency shall reaffmn in writing to Developer that the covenants, warranties and 34 representations set forth herein are true and correct as of the Closing Date. 35 36 7.08. Rights and Duties of Developer. 37 38 Developer agrees to timely commence and pursue its evaluation of the Global Center Site 39 hereunder in good faith; provided, however, at any time, Developer may cease such evaluations 4 0 and terminate this Agreement as provided in Section 7. 04(b). 41 42 7.09. Agency's Obligation to Convey. 43 44 At such time as Agency has received payment in full of the Purchase Price, Agency shall 4 5 immediately convey to Developer the Global Center Site. IMR Global Ctmer Project Development Agreement 25 PROPOSED DEVELOPMENT AGREEMENT Bolland & Knigh t Dra~t. #7A includes Robbin.' comments 11:30am %4X June 15, 1998 1 2 7.10. Conditions to Closing. 3 4 (a) The obligation of Developer to purchase the Global Center Site is subject to the 5 following unless waived by the Developer on or before the Closing Date: 6 7 (1) The representations and warranties of Agency set forth herein being true on and as 8 of the Closing Date with the same force and effect as if such representations and warranties were 9 made on and as of )he Closing Date; 10 11 (2) The Agency has paid or is obligated to pay to the City by the terms of the 12 Interlocal Agreement the Impact Fees attributed to or imposed or levied upon the Global Center 13 Project by the City or other governmental entity. 14 15 (3) The Developer has approved the Infrastructure Improvements Plans and 16 Specifications, and the Infrastructure Schedule for the installation and completion of the 17 Infrastructure Improvements. 18 19 (4) The Agency or the City has completed or is proceeding to completion to the 20 satisfaction of the appropriate state environmental regulatory agency with the environmental 21 remediation of the Global Center Site as described in Section 7.22. 22 23 (5) Utilities are readily available at the boundaries of the Global Center Site at 24 locations satisfactory to the Developer or provision has been made in the Interlocal Agreement 25 for such utilities to be readily available to the Developer's satisfaction. 26 27 (6) The Developer is determined by the Director of the State of Florida Office of 28 Tourism, Trade and Economic Development to be a "qualified target industry business" within 29 the meaning of Section 288.106(2)(q), Florida Statutes, and the Developer has entered into a tax 30 refund agreement with the State of Florida Office of Tourism, Trade and Economic 31 Development. 32 33 (7) Developer shall have received its Building Permit for Phase I, as well as any other 34 Permits required in connection with Phase I of the Global Center Project. 35 36 (8) The Global Center Project shall be in compliance with the zoning, land use and 37 concurrency requirements for the Global Center Site. 38 39 (9) '7-~'Adequate" prqv~i9iiS\"satlsractory~~lo~(.SfiilI-fiave~~rtllaQ.~~~~,for:: .tJie: 4 0 pl"ovidmg:~f.~~~tJ.9~.wa~~Y;~~~~J~I~bal ~n~~~ ~!~~, pt9Y\~ J~at no~":!i~ijf~~~f#~~~ 41 or shall be deemed t~ :requ~ the}igency to under~ 9r ca~:others to undertaKe!tne ~.Img Qr 4 2 Q..~~~j~taIIatioD'OLeq~jpIi!.ijgsf ani:_wel!!.~rovi<!~.1rib~~ition:wa!er to the ~IooarCenter:..S~ 43 44 (10) The Agency shall have either paid or shall reimburse the Developer for all 45 required Site Plan review fees, Building Pennit fees and permitting fees and charges imposed by IMR Global Cenur Project Development Agreement 26 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 PROPOSED DEVELOPMEN'I' A~ Ho~land & Knight Draft 17A includes Robbins' comments 11:30am fax June 15, 1998 the City, Pinellas County, Southwest Florida Water Management District, the Florida Department of Transportation or other applicable governmental entity with respect to Phase It and Agency shall also be obligated under this Agreement to payor reimburse Developer for such fees and charges imposed for Phase n and any Subsequent Phases, but not any Subsequent Excess Phases, as provided in Section 3.04(a) hereof. (11) The Agency shall have made provision to use increment revenues attributed to the Global Center Project and deposited in the Agency's community redevelopment trust fund for a period of three (3) years from the Completion Date for Phase I of the Global Center Project to pay costs of infrastructure and landscaping improvements in the vicinity in and about the Global Center Site. (12) The Developer shall have qualified for applicable "brownfields" credits and such credits shall have been funded by the State of Florida. (13) The City shall have obtained and have in effect one or more policies of insurance for the envirornnental remediation and indemnification contemplated by this Agreement satisfactory to the Developer and with a limit of coverage of at least Two Million Dollars .($2 .000 .OOQ). (b) The obligation of the Agency to convey the Global Center Site to the Developer is subject to the following unless waived by the Agency on or before the Closing Date: (1) The representations and warranties of the Developer set forth in Section 11.01 being true on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date; (2) 13.01. The Developer is not then in default of this Agreement (ill provided in Section (3) The Agency shall have approved the Global Center Project Plans and Specifications . (4) The City shall have issued the initial Building Permit for construction of the Phase I of the Global Center Project. (5) The Developer shall have approved the Infrastructure Improvements Plans and Specifications and the Infrastructure Schedule. (6) The parties shall have agreed to the construction schedule and milestones for development of the Phase I of the Global Center Project and the Infrastructure Improvements and arrangements for coordination of the construction thereof. 7.11. Closing. IMR Global Center Project Development Agrtement 27 PROPOSED DEVELOPMEN'r AGREEME'NT Bo~land & Knight Draft #1A includes Robbins' comments 11:30am fax June 15, 1998 1 Provided all conditions to conveyance of the Global Center Site to the Developer have 2 been satisfied, Developer shall purchase the Global Center Site on or before July 31, 1998 3 (herein referred to as the "Closing Date"). The parties may mutually agree to change the Closing 4 Date. 5 6 7.12. Closing Procedure. 7 8 (a) At closing, the Agency shall convey to Developer by special warranty deed, in the 9 form attached hereto as Exhibit "C", title in fee simple to portions of the Global Center Site 1 0 which are to be conveyed in fee simple to Developer as provided on Exhibit "A-I" and by 11 easement agreements mutually agreeable to Developer and Agency with respect to the Easement 12 Property and the Environmental Easement Property upon which easements will be granted by 13 Agency to Developer as provided on Exhibit "A-3" , free and clear of any and all liens, 14 encumbrances, conditions, easements, assessments, restrictions except those pennitted in this 15 Agreement and the Pennitted Exceptions. 16 17 (b) At closing, the Agency shall deliver an endorsement to the title insurance 18 commitment required herein and such further instruments as may be required by Developer, 19 Developer's counselor the title company to vest in Developer title of the Global Center Site as 20 provided herein, all at Agency's expense. 21 22 (c) Developer shall pay the Purchase Price for the Global Center Site to Agency in 23 immediately available funds acceptable to Agency, and Agency shall immediately deposit the 24 proceeds of the Purchase Price (less any closing costs or applicable adjustments as provided 25 herein) into the Global Center Project Account as contemplated by Section 5.03(a) hereof. 26 27 (d) Ad valorem real estate taxes and any personal property taxes shall be prorated as 28 of the Closing Date, based on application of the preceding year's rates to the latest assessed 29 valuation or statements issued to Agency for the current year's assessment, if available. 30 31 (e) Agency shall pay all special assessments and taxes, interest and penalties levied 32 against the Global Center Site prior to the Closing Date. 33 34 (0 Agency has terminated all original leases, if any, for the Global Center Site or any 35 part thereof and all tenants will have vacated the Global Center Site by the Closing Date. 36 37 (g) Agency shall deliver to Developer all original documents pertaining to the Global 38 Center Site including licenses and permits, if any. 39 40 (h) Agency shall pay for all documentary stamps and transfer taxes, if any, for the 41 deed, and for the preparation, recording and documentary stamps for all closing documents, lien 42 releases and title curative instruments, its own attorney's fees, the premiums for the owner's title 43 insurance policy, and for recording the deed and all other closing costs and expenses. Subject to 44 the provisions of subparagraph (i) of this Section 7.12, the Developer shall pay its own attorney's 45 fees. IMR Global CenJer Project DevelcpmenJ Agreement 28 I \,; 'II 1, J I , " 1 \, I I I J I ' 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 PROPOSED DEVELOP~ AGPEE:MEN'r Holland & Knight; Draft 117A includes Robbins' comments Il:30am ~ax June 15, 1998 (i) As contemplated by the Letter Agreement, at closing, Agency shall pay all reasonable costs incurred during the period prior to the closing by Developer in connection with Developer's due diligence, negotiation, study and assessment of environmental matters with respect to the Project Site which have been undertaken or which will be undertaken prior to the Closing Date on behalf of Developer including, but not limited to, fees and expenses of Enviro Assessments, Inc.; Frank & Gramling; Hill, Ward & Henderson, P.A.; and Dames & Moore, solely pertaining to such environmental matters. To the extent that such costs have been previously paid by Developer, Agency, at closing, shall reimburse Developer for any amounts of such costs previously paid by Developer. (j) Closing shall be conducted at the law offices of Holland & Knight, LLP, 51. Petersburg, Florida, or elsewhere by mutual agreement. 7.13. Possession. Possession of the Global Center Site shall pass to Developer upon completion of the Closing. 7.14. Condition of Title. Title to the Global Center Site at the time of conveyance shall be free of aU liens, restrictions, easements, encroachments and encumbrances of any nature whatsoever except the following (the "Permitted Exceptions"): (a) payable. (b) Comprehensive land use planning, zoning and building ordinances, regulations and requirements adopted by governmental or municipal authority having jurisdiction. Real estate taxes for 1998 and subsequent years that are a lien but not yet due and (c) Those additional exceptions as contained in the Title Commitment to be delivered by Agency to Developer at closing which Developer, in its sole and absolute discretion, bas elected to accept. 7.15. Taxes and Assessments. Agency agrees to pay all taxes and assessments that become a lien on the Global Center Site prior to the Closing Date promptly when due. All special assessments applicable to any portion of the Global Center Site, delinquent taxes and delinquent installment of special assessments, together with any penalties and interest thereon, shall be paid by Agency on or before the Closing Date. 7.16. Covenants. Warranties and Representations. IMR Global Center Project Developl1U!nt Agreement 29 '. I } ~ I , , : I I ./, r , \ r '. ' t ~ 1. \ I 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 PROPOSED DEVELOPMENT AGREEME:NT Ho~land & Knight Draft #1A includes Robbins' comments 11:30am fax June 15, 1998 Agency hereby covenants, warrants and represents to Developer that: (a) The title of Agency to the Global Center Site hereby sold is absolute, good and merchantable and free and clear of all liens and encumbrances except for the Permitted Exceptions. (b) Agency has the full legal power to own and convey the Global Center Site as provided for herein, without any other consent or proceeding required from any other person, entity or organization. (c) There are no legal proceedings pending, threatened or contemplated against Agency or the City in any court, tribunal or administrative agency which affects the Global Center Site or which give or will give rise to any claims or liens against the Global Center Site or affect Agency's right to transfer the Global Center Site. (d) There are no rights of possession, use or otherwise, outstanding in third persons by reason of unrecorded leases, land contracts, sale contracts, options or other documents other than in favor of the Agency, other than leases disclosed to Developer and which have been tenninated and will be vacated prior to the Closing Date. (e) No work has been perfonned or is in progress ODor at the Global Center Site and no materials have been furnished to Agency or the Global Center Site or any portion thereof which after closing could give rise to any mechanics', materialmen, or other liens, and at the Closing Agency shall furnish to Developer an affidavit attesting to the absence of any such liens or rights to liens. (f) No assessment for public improvements or otherwise have been made against the Global Center Site which remain unpaid, including without limitation, any special assessments or those for construction of water, sewer, gas and electric lines, nor have any been proposed. (g) Agency has no information or knowledge of any change contemplated in the applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent land owners or natural or artificial conditions upon the Global Center Site which would prevent, limit, impede or make more costly the present or proposed use of the Global Center Site, provided, however, the City is in the process of adopting a new land development code, but, if adopted, it will not adversely affect the proposed use or contemplated development of the Global Center Site. (h) Prom and after the date hereof, Agency shall refrain from (1) making any material changes on or about the Global Center Site other than as required by this Agreement; (2) creating and incurring or permitting to exist any mortgage, lien, pledge or other encumbrance in any way affecting the Global Center Site; or (3) committing any waste or nuisance on the Global Center Site. (i) From and after the date hereof, and at any time prior to transfer of title to IMR Glolxll Center Project Developmtm Agrtement 30 PROPOSED DEVELOP~ AGREEMEN'l Holland , Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 1 Developer, Agency shall not grant, sell or convey any interest in the Global Center Site, 2 including easements or rights of way, to any person. corporation (public or private), 3 governmental body or political subdivision without the written permission of Developer. 4 5 (j)(I) Compliance with Environmental Law. Except as otherwise described in Exhibit 6 "J" for those matters which are subject to ongoing environmental remediation by Agency as 7 contemplated by Section 7.22 hereof, Agency has: (i) materially complied with all applicable 8 Environmental Law; and (ii) not received any notice of alleged outstanding violation of 9 Environmental Law, nor does Agency have knowledge of any facts or circumstances that could 10 constitute such a violation. To the best of Agency's knowledge, there are no Hazardous 11 Substances on, above, within, underneath or in groundwater underlying the Property which 12 exceed applicable standards under any Environmental Law, other than those described in Exhibit 13 n J." matters which are subject to ongoing enviromnental remediation by Agency as contemplated 14 by Section 7.22 hereof. 15 16 (2) Defmitions. For purposes of this Article 7. the tenns in this paragraph (2) shall 17 have the following meanings: 18 19 (i) "Hazardous Substances" means any substance or material: (a) identified in Section 20 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 21 V.S.C. ~9601, as the same may be amended from time to time; or (b) detennined to be toxic, a 22 pollutant or contaminant, under Federal, state or local statute, law, ordinance, rule or regulation 23 or judicial or administrative order or decision, as same may be amended from time to time, 24 including but not limited to (i) hazardous wastes as identified pursuant to the Resource 25 Conversation and Recovery Act, 42 V.S.C. S690I, et seq., as the same may be amended from 2 6 time to time, or (ii) pollutants, petroleum and petroleum products as dermed in either Chapter 27 403 or Chapter 376, Florida Statutes, as the same may be amended from time to time. 28 29 (ii) "Environmental Law" means any Federal, state or local statutory or common law 30 relating to pollution or protection of the environment, including without limitation, any common 31 law of nuisance or trespass, and any law or regulation relating to emissions, discharges, releases 32 or threatened releases of Hazardous Substances into the environment (including without 33 limitation, ambient air, surface water, groundwater. land surface or subsurface strata) or 34 otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, 35 transport or handling of Hazardous Substances. 36 37 (k) Agency has no knowledge of any adverse fact relating to the physical condition of 38 the Global Center Site or any portion thereof which has not been specifically disclosed in writing 39 to Developer, including without limitation landf1l1s, hazardous wastes, fault lines, sinkholes or 40 other geological conditions or adverse soil conditions. 41 42 (I) Agency has no knowledge that any commitments have been made to any 4 3 governmental authority, utility company, school board, church or other religious body, 4 4 homeowners' association, or any other organization, group or individual relating to the Global 4 5 Center Site which would impose an obligation upon Developer or its successors or assigns to IMR Global Center Project Development Agnement 31 / '. I I \ t \ \' " / I I' i '! '1'\ \ I ,\ /" I t I / f \ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 ~O 41 42 43 44 45 PROPOSED DEVELOPMENT AGREEMENT Bolland " Knight Draft #7A ~ncludes Robbins' comment:s 11:30am fax June 15, 1998 make any contributions or dedications of money or land or to construct, install or maintain any improvements of a public or private nature on or off the Global Center Site. (m) There are no facts known to Agency materially affecting the value of the Global Center Site which are not readily observable by Developer or which have not been disclosed to Developer. (n) Present zoning and land use classification of the Global Center Site according to the current and applicable zoning ordinances and the applicable land use plan is satisfactory for the utilization of the site for a 180,000 square foot office development as contemplated by this Agreement. There are no proceedings to change such zoning or land use classifications or the conditions applicable thereto. There exists no violation of any requirement or condition to such zoning or land use classifications which is applicable to the Global Center Site. (0) The Global Center Site is not included in any national, state, county or municipal historic registry or similar classification, nor does the Global Center Site does not include any historical or archeological artifacts. (p) The Global Center Site does not presently include human remains from any cemetery; notwithstanding the fact that the Global Center Site at one time did include a cemetery site, such cemetery has been previously transferred from the Global Center Site and all human remains associated therewith have also been so transferred. (q) The Global Center Site has never been used as a landfill or as a garbage dump. (r) The Agency has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby and neither this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation of any order, rule, regulation, agreement or instrument or any charter or organizational documents to which the Agency or the City is subject. No further approvals or consents by third parties or governmental bodies are required in order for the Agency to enter into this Agreement and consummate the transactions contemplated hereby. (s) The covenants, representations and warranties of the Agency and the City as contained herein shall be true and correct as of the Closing and shall survive the Closing of this transaction. 7.17. Condemnation. In the event that prior to the Closing Date, all or any portion of the Global Center Site or any rights or easements therein shall be taken by condemnation or rights of eminent domain or like process, or shall be threatened therewith, and the same, in Developer's reasonable opinion, would have a materially adverse impact upon Developer's use of the Global Cente,r Site, Developer shall, within fifteen (15) days after having received notice thereof from Agency, elect in writing to either (a) continue this Agreement in full force and effect, notwithstanding such IMR Global Cen4er Project De)'elopment Agreement 32 . \ ,I ' ,\' I' I" 1,,1 ' !, \ ,,\ '\ \ PROPOSED DEVELOPMENT AGR.EEMEN'r Hol~and & Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 1 taking or threatened taking, in which case Developer shall be required to continue the purchase of 2 the Global Center Site, (b) delete the portion of the Global Center Site condemned or threatened 3 to be condemned from this Agreement, with a proportionate reduction in the Purchase Price, or 4 (c) terminate this AgreeIpent. 5 6 7.18. Real Estate Commission. 7 8 Developer and Agency represent that, except as provided in this Section 7.18, they have 9 not used any brokerage services with respect to the conveyance of the Global Center Site to the 10 Developer as herein contemplated. The Agency and the Developer shall each hold the other 11 harmless and indemnify the other party, its respective successors, assigns, employees, directors 12 and agents from any and all costs, damages, liabilities and expenses, including reasonable 13 attorney's fees, incurred by reason of any claim for fee or commission of any kind based on the 14 sale contemplated herein. The Developer represents to the Agency and the Agency 15 acknowledges that the Developer has retained and used the services of Justice Corporation in 16 connection with the acquisition of the Global Center Site and that any fees paid by the Developer 1 7 to the Justice Corporation for such services are not prohibited by. this Section 7.18. 18 19 7.19. Maintenance of Global Center Site. 20 21 Through Closing, the Agency shall maintain the Global Center Site in good order and 22 shall carry reasonable amounts of physical damage and liability insurance on the Global Center 23 Site and any improvements thereon existing as of the date hereof. 24 25 7.20. Radon Gas Notice. 26 27 As required by Section 404.056(6), Florida Statutes, the following notice is hereby given 28 to the Developer as the prospective purchaser of the Global Center Site which may have 29 buildings located thereon, and the Developer acknowledges receipt of such notice: 30 31 "Radon Gas: Radon is a naturally occurring radioactive gas that, when it has 32 accumulated in a building in sufficient quantities, may present health risks to 33 persons who are exposed to it over time. Levels of radon that exceed federaJ and 34 state guidelines have been found in buildings in Florida. Additional information 35 regarding radon and radon testing may be obtained from your county public health 36 unit." 37 38 7. 21. Environmentallndemni~. 39 (a) Agency agrees to indemnify. defend (with the Akennan. Senterfitt & Eidson Jaw 40 firm or other counsel acceptable to Developer) and hold harmless Developer. its officers. directors. 41 employees. agents. attorneys. contractors. lenders. successors and assigns (including but not limited 42 to. any successors or assigns to any interest of Developer in the Project Site) (collectively", 43 "Developer Indemnified PartY') from and against any and all actions (including. but not limited to. 44 lawsuits. enforcement actions. and administrative actions). claims. damages (including, but not IMR Global Center Project Dellelopmenl Agreement 33 PROPOSED DEVELOPMENT AGREEMENT Holland & Knight Draft //7A includes Robbins' comments 11:30am fax June 15, 1998 1 limited to. consequential damages but excluding punitive damages). losses (including. but not 2 limited to. losses resulting from increased cost or delays in construction or development and losses 3 resulting from any diminution in value or marketability of the Proiect Site). expenses. costs 4 (including. but not limited to. all restoration. remediation and clean-up costs), fines, judgments or 5 liabilities whatsoever. including all reasonable attorneys fees. which may at any time be filed 6 against. imposed upon. incurred by or asserted or awarded any Developer Indemnified Party or 7 against the Proiect Site. directly or indirectly arising from. out of. related to. pursuant to or in 8 connection with 9 10 (1) the presence. discharge or release of any Hazardous Substances on. in. under or about the 11 Project Site at any time prior to or at the time of closing: or 12 13 (in the application of any Environmental Law to the acts or omissions of Agency or its 14 respective officers. employees. agents. successors or assigns in connection with the Project 15 Site: or 16 17 (Hi) Agency's failure to comply with any Environmental Law with respect to the Proiect Site. 18 19 In any action in which any Developer Indemnified Party asserts a claim against Agency 20 under this environmental indemnity. there shall exist a rebuttable presumption that such Hazardous 21 Substances were present. released or discharged on or about the Proiect Site prior to the time of 22 closing. Accordingly. Agency shall have the burden of proving that the Hazardous Substances 23 giving rise to such action or proceeding were not present. released or discharged on or about the 24 Project Site at or prior to the time of closing. 25 26 With respect to the petroleum. 1. 2 dichloroethane and any other pollution or contamination 27 at the Project Site described in the reports identified in Section 7.22 below. Developer 28 acknowledges receipt of the reports listed therein and represents that. to the best of Developer's 2 9 knowledge. the presence of the petroleum ]. 2 dichloroethane contamination and any other 30 pollution or contamination at the Proiect Site therein will not increase the cost of. or delay. 31 Developer's current construction or development plans for the Proiect Site. 32 33 (b) To exercise its indemnification rights hereunder. a Developer Indemnified Party 34 shall promptly notify Agency ofanv such claim in respect of which indemnity is sought hereunder. 35 Any such notice shall be given in good faith. be reasonably specific and shall set forth in 36 reasonable detail. if available. the nature of the alleged loss. claim. damage. expense or liability or 37 the action or proceeding. A Developer Indemnified party shall advise Agency of all material facts 38 relating to such assertion within the direct and actual knowledge of a Developer Indemnified Party 39 and. in the event of a third party claim or action. shall afford Agency the opportunity. at Agency's IMR Global Center Project Development Agrttment 34 ~'~ '-, /' . ~4' . I ''''.' I , / t~' \ I" ~ I' ',' 1'\ /.1' ,',. , " 1. ' ". \ . \ "1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 PROPOSED DEVELOPMENT AGREEMENT Holland & Knight Draft 117A includes Robbins' comments 11:30am fax June 15, 1998 sole cost and expense. to defend against such claims. actions or proceedings. In any such claim. a Developer 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 Agency and the Developer Indemnified Party mutually agree in writing to the retention of such counsel at the Agency's expense. (c) (c) A Developer Indemnified Pat:!Y shall have no right to settle or compromise any claims subiect to indemnification hereunder if Agency notifies the Developer Indenmified Party that Agency intends to defend against such claim and undertakes such defense within thirtyfifteen (15) days after receiving written notice of such claim. and continues such defense throughout the pendency of such claim. If Agency fails to undertake such defense or continue such defense throughout the pendency of such claim. then. in such event. the Develo~r Indemnified Party may undertake to settle or compromise any claim upon such terms and conditions as the Developer Indemnified Party deems necessary or appropriate. and all amounts incurred by the Developer Indemnified Party (including its attorneys' fees) in connection with the settlement or compromise of such claim shall be paid by Agency to the extent such amounts are covered by the indemnification provided in this Development Agreement. Except as provided above. Agency shall not be liable tor any settlement effected without Agency's consent of any claim for which indemnity may be sought hereunder. (d) The provisions of this Section 7.21 shall survive the expiration or termination of this Agreement. Further. the indemnification provisions contained in this Section 7.21 shall be in addition to any other remedy or indemnification provided to the Developer under this Agreement and the foregoing indemnity shall not in any way be subiect to limitations imposed upon Developer with respect to any remedy or indemnification. including. but not limited to. any such limitation contained in Section 10.02 of this Agreement. 7.22. Environmental Remediation of Global Center Site. (a) In addition to the requirements of Section 7.21. Agency shall fully and completely clean up. remove and remediate. and pay all costs and expenses with respect to such remediation. all petroleum and 1.2 dichIoroethane contamination present at the Project Site and as reported in the following documents: 1. Contamination Assessment Report. City of Clearwater. Fonner Montgomery Wards. 10 South Missouri Avenue. Clearwater. Florida. FDEP Facility #529401089. dated December ]9. ]994. prepared by Dow Environmental. Inc. IMR Global CenJer Project Development Agreement 35 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 PROPOSED DEVELOPMENT AGREEMEN1.' Bolland & Knight: DraEt #7A includes Robbins' co~nts 11:30am E4X June 15, 1998 2. Contamination Assessment Report Addendum. City of Clearwater. Fonner Montgomery Wards. 10 South Missouri A venue. Cleanvater. Florida. FDEP Facility #529401089. dated November 1995. prepared by Dow Environmental. Inc. 3. Remedial Action Plan for Former Montgomery Wards. 10 South Missouri Avenue,. Clearwater. Florida. FDEP Facility #529401089. dated December 1996. prepared bX Post. Buckley. Schuh & Jernigan. Inc. 4. 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. 5. Letter Report to Tom Stodd. Florida Department of Environmental Protection. re: Former Montgome~ Wards. 10 South Missouri Avenue. Clearwater. Florida. FDEP Facility ID No. 529401089. dated January 2. 1998. prepared by Post. Buckley,. Schuh & Jernigan. Inc. 6. Letter Report to Tom Stodd. Florida Department of Environmental Protection. re: Former Montgomery Wards. 10 South Missouri Avenue. Cleanvater. Florida. FDEP Facility ID No. 529401089. dated March 2. 1998. prepared by Post. Buckley. Schuh & Jernigan. Inc. 7. 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. 8. Letter Report to Tom Stodd. Florida Denartment of Environmental Protection. re: Former Montgomery Wards. 10 South Missouri Avenue. Clearwater~ Florida. FDEP Facility 10 No. 529401089. dated June 1. 1998. prepared by Post. Bucklev. Schuh & Jernigan. Inc. Agency's obligation under this Section 7.22 to remediate the petroleum and 1.2 dichloroethane contamination shall be satisfied upon receipt of a non-appealable order or other final 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 Sjt~ Rehabilitation Completion Order ("SRCO") for the Proiect Site. In the event of FDEP issues a No Further Action ("NFA', Order with Conditions. which conditions shall not delay~ hinder. interfere with or render more costly Developer's development of the Proiect Site. Agency shall be obligated to comply fully with the monitoring and other requirements of the NF A Order with Conditions. In IMR Gwbal Cenler Project Development Agreement 36 PROPOSED DEVELOPMENT AGREEMENT Bolland & Knight Draft #7A includes Robbins' co~nts 11:30am ~4X June 15, 1998 1 the event FDEP detemlines that the Proiect Site is eligible for a NF A Order with Conditions. 2 Developer acknowledges that FDEP may require the current owner of the Proiect Site to execute a 3 restrictive covenant in the general fonn and content as that set forth in Exhibit ilK." Developer 4 consents to Agency's execution of a restrictive covenant in the general form and content as that set 5 forth in Exhibit "K." In the event FDEP's NFA Order with Conditions is issued following transfer 6 of title to Developer of the property subject to the NF A Order With Conditions. Developer agrees 7 to execute a restrictive covenant in the general fonn and content as that set forth in Exhibit ilK." if B otherwise required by FDEP. Agency agrees that it shall undertake such remediation as described 9 above in a manner which does not delay. hinder. interfere with or render more costly Developer's 10 development of the Project Site. 11 12 13 7.23. Reimbursement of Certain Costs Upon Termination for Unsatisfactory 14 Environmental Condition or Unsatisfactory Title or Survey Matters. Agency and 15 Developer acknowledge and agree that they are parties to that certain Side Letter Agreement 16 dated April 7. 1998 (the "Side Letter Pursuant to the Letter Agreement. Agency has committed to 17 reimburse Developer for certain Environmental Costs (as dermed in the Side Letter Agreement) 1 B and title and survey review costs (as described in the Letter Agreement) in the event the purchase 19 of the Global Center Site is not consummated as a result of an Unsatisfactory Environmental 20 Condition (as dermed in the Letter Agreement) or in the event that title to the Global Center Site 21 should be determined to be unmarketable or defective (as described in the Letter Agreement). 22 Accordingly. the parties do hereby incorporate by reference the terms and provisions of the 23 Letter Agreement as they relate to reimbursement of Environmental Costs or title and survey 24 review costs in the event that the purchase of the Global Center Site is not consummated because 25 of an Unsatisfactory Environmental Condition or a title or survey defect as described in the 26 Letter Agreement. 27 2 B 7.24. Reimbursement for Ongoing Environmental Monitoring Costs. Agency a~ 29 that from and after the Closing Date. to and including the termination or expiration of this 30 Agreement. Agency shall reimburse Developer for out-of-pocket costs incurred by Developer 31 with respect to the legal and technical oversight. monitoring or review related to the Agency's 32 environmental remediation obligations under Section 7.22 hereof up to an amount not to exceed 33 $15.000.00 in the aggregate. The obligations of the Agency to reimburse such amounts to 34 Developer shall be in addition to any of Agency's indemnity obligations as contained in 35 Section 7.21 hereof. Agency agrees that it shall reimburse Developer for any reasonable 36 amounts expended by Developer for legal or technical oversight. monitoring or review related to 37 Agency's environmental remediation obligations under Section 7.22 hereof and that such 3 B reimbursement shall be made within fifteen (15) days following the submittal of an invoice fo~ 39 the same to Agency from Developer. The parties agree to consult from time to time and to agree IMR Gwbal Center Project Devewpment Agreement 37 PROPOSED DEVELOPMENT A~ Bolland & Knight Draft //7A includes Robbins' commenta 11:30am fax June 15, 1998 1 on the work program to be undertaken with respect to the legal and technical oversight. 2 monitoring or review contemplated by this Section 7.24. 3 4 7.25. Purchase of Environmental Easement Property. During the term of the 5 easement peruining to the Environmental Easement Property. the Developer or successors in title 6 to the Global Center Site may at its election and at any time purchase that part of the Easement 7 Property referred to on Exhibit A-I as the Environmental Easement Property. The Developer 8 shall notify the Agency of its intention to purchase the property. which shall be for a nominal 9 purchase price in the amount of $10.00. and the Agency shall prepare a special warranty deed in 10 substantially the fonn as Exhibit "en and deliver it to the Developer as soon as possible. The 11 Developer shall be responsible for the payment of any closing or recording costs or fees. This 12 Section 7.25 shall survive the termination or expiration of this Agreement for the term of the 13 easement over the Environmental Easement Property. Further. this option to purchase shall be 14 included in the easement recorded with respect to the Environmental Easement Property. 15 16 ARTICLE 8. CONSTRUCTION OF THE GLOBAL CENTER PROJECT. 17 18 8.01. Site Clearance. 19 20 The Developer shall be responsible for clearance of the Global Center Site such that each 21 part thereof is in a condition ready for development to commence as of the Commencement Date. 22 Permits issued by the City for pre-construction activities on the Global Center Site, including 23 site clearance, shall not be considered a Building Permit for purposes of this Agreement. 24 25 8.02. Construction of the Project. 26 27 (a)(I) The Developer shall construct the Global Center Project on the Global Center Site 28 substantially in accordance with the Global Center Project Plans and Specifications therefor. 29 Subject to Unavoidable Delay and the terms and conditions in this Agreement, the Developer 30 shall commence construction of Phase I of the Global Center Project within ninety (90) days of 31 the Closing Dat.e. 32 33 (2) For purposes of this Section 8.02, "commence construction" of the Project means 3 4 commencement of meaningful physical development of that part of the Project as authorized by 35 the Building Pennit therefor which is continued and prosecuted with reasonable diligence toward 36 and with the objective of completion of that part of the Global Center Project. 37 38 (3) If for any reason, including Unavoidable Delay, the Developer does not 3 9 commence construction of the Global Center Project on or before the ninetieth (90th) day after 4 0 the Closing Date, then as of that date the Agency shall no longer be obligated to plan, design, 4 1 construct or install the Infrastructure Improvements in accordance with the Infrastructure 4 2 Schedule, and Agency and Developer shall thereafter undertake to mutually agree upon a revised IMR Global Qnter Project Devewpmenl Agreement 38 . .. I') \ ' ,\ t \ 1\ ,,' f .: \ , I I \ I \ ;'1 I " ,I' ... . , H '\ . , . PROPOSED DEVELOPMElr.r AGREEJrtEln Bolland & Knight Draft 117A incluc:lss Robbins' comment:.s 11 :30411J fax June 15, 1998 1 Infrastructure Schedule for the design, construction and installation of the Infrastructure 2 Improvements by Agency. 3 4 (4) The provisions of this subsection (a) apply to the construction of the Phase I of the 5 Global Center Project and not to Phase n, any Subsequent Phase or any Subsequent Excess 6 Phase. 7 8 (b)(I) After the Commencement Date, the Developer shall continue, pursue and 9 prosecute the construction of Phase I of the Global Center Project with reasonable diligence to 10 completion by the Completion Date and shall not at any time actually or effectively have 11 abandoned (or its Contractor having actually or effectively abandoned) the Global Center Site. 12 For purposes of this subsection (b), "abandoned" means to have ceased any construction work 13 which effectively advances the construction of that Phase toward completion, including all or 14 substantially all the construction work force withdrawing from the Global Center Site. This 15 section shall apply to each Phase I and Phase n of the Project as oonstruction commences on any 16 such Phase. 17 18 (2) All construction work on each Phase I or Phase n of the Global Center Project 19 shall be done substantially in accordance with the Global Center Project Plans and Specifications 2 0 approved therefor pursuant to Article 4 hereof. 21 22 (3) All obligations of the Developer with respect to commencement, continuation and 23 completion of construction of each part of the Global Center Project shall be subject to delays and 24 extensions from time to time for Unavoidable Delay. The Developer shall not be deemed to be 25 in default of this Agreement to the extent construction or completion of the Global Center 26 Project, or any part thereof, is not complete by reason of Unavoidable Delay. 27 28 (c) For purposes of this Section 8.02, "completion," "complete," "substantially 2 9 complete" or "substantial completion" means, with respect to construction of either of Phase I or 3 0 Phase IT of the Global Center Project, the later of a certificate of occupancy for the shell of any 31 structure(s) (not including any tenant improvements) for that phase of the Global Center Project 32 has been issued by the City or other appropriate governmental authority having jurisdiction over 33 the Global Center Site. 34 35 (d)(I) For each Phase I and Phase n of the Global Center Project, commencing on the 3 6 fifteenth (15th) day of the calendar month following the calendar month in which the 37 Commencement Date occurs and continuing until the Completion Date for that Phase. the 38 Developer shall make monthly reports to the Agency in such detail and in such form as may 39 reasonably be requested by the Agency as to the actual progress of the construction of that Phase 4 0 of the Global Center Project. 41 42 (2) If the Agency believes adequate progress in the construction of any part of Phase 4 3 I or Phase IT of the Global Center Project is not being made, the Agency shall give notice to the 4 4 Developer that adequate progress is apparently not being made in the construction of that Phase 45 of the Global Center Project and to respond within ten (10) business days thereafter as to why IMR Global CenltT Project De~elopment Agreement 39 P~OPOSED DEVELOPMENT AGREEMENr.r Bolland & Knight Draft #7A inc~udes ~obbins' comments 11:30am fax June 15, 1998 1 adequate progress is or is not being made toward completion of that Phase of the Global Center 2 Project. 3 4 (e)(l) The Developer agrees that each contract between the Developer and a Contractor 5 for any part of Phase I or Phase n of the Global Center Project shall provide, among other 6 things, that: (i) notice shall be given to the Agency of any material defaults thereunder by the 7 Developer or the Contractor; and (ii) in the event of a material breach by the Developer of such 8 contract that is not being contested by the Developer, the Agency shall have the right, but not the 9 obligation, to cure any defaults by the Developer under such contract without penalty to the 10 Agency or stoppage of the work. 11 12 (2) If the Agency elects to cure a material default by the Developer under a contract 13 between the Developer and a Contractor,' upon receipt of a notice to that effect from the Agency, 14 the Developer shall immediately deliver to the Agency all plans, specifications, drawings, 15 contracts and addenda thereto pertaining to the construction of that part of the Global Center 16 Project which are in its possession or control (and shall instruct the Project Professionals and any 1 7 other persons in possession or control of such plans, specifications, drawings and contracts to 18 deliver them to the Agency). 19 20 (3) The right of the Agency to cure any default by the Developer as provided in 21 paragraph (1) above shall be subject and subordinate to the right of the Construction Lender to 22 cure such default. 23 24 8.03. Maintenance and Repairs. During the construction of each Phase I and Phase II of 25 the Global Center Project, the Developer shall, at its own expense, keep that Phase of the Global 2 6 Center Project in good and clean order and condition and the Developer shall promptly make all 27 necessary or appropriate repairs, replacements and renewals thereof, whether ordinary or 28 extraordinary, foreseen or unforeseen. All repairs, replacements and renewals shall be equal in 29 quality and class to the original work. When making such repairs, replacements or renewals, the 30 Developer shall comply with all applicable laws, ordinances, codes and regulations. 31 32 8.04. Global Center Proiect Alterations or Improvements. During the construction of 33 any Phase I or Phase U of the Global Center Project, the Developer may, from time to time, 34 make alterations and improvements, structural or otherwise, to the Global Center Project as the 35 Developer deems desirable and consistent with the Global Center Project Plans and Specifications 36 for the uses contemplated by this Agreement; provided, however, that prior to the 37 commencement of any material alterations or improvements of sufficient size and scope as to 38 constitute a material change in the previously approved Global Center Project Plans and 39 Specifications, the Developer shall notify the Agency of such material change and may submit a 4 0 change, amendment or revision to the Global Center Project Plans and Specifications to the 41 Agency for review as provided in Sections 4.03 and 4.04 hereof. Nothing in this Section 8.04 is 4 2 intended nor shall be deemed to limit or restrict the exercise of governmental or regulatory 4 3 powers or authority by the City or any other governmental entity or to enlarge its regulatory 4 4 authority . IMR Global CentlT Project Development Agreement 40 PROPOSED DEVELOPMEN't AGREE:MENT Bolland , Knight Draft N7A includes Robbina' comments 11:30am fax June 15, 1998 1 2 8.05. Completion Certificate. 3 4 (a)(1) Upon the substantial completion of the construction of Phase I or Phase n of the 5 Global Center Project in accordance with the provisions of this Article 8 (particularly including 6 subsection 8.02(c)), the Developer shall prepare and execute the Completion Certificate for that 7 Phase, which shall then be delivered to the Agency. Upon receipt of the certificate the Agency 8 shall promptly and diligently proceed to determine if construction of the applicable Phase has 9 been completed substantially in accordance with the Global Center Project Plans and 10 Specifications and this Agreement. Upon making such a determination the Agency shall execute 11 the certificate and return it to the Developer. The date of the Completion Certificate shall be the 12 date when all parties shall have executed said certificate. 13 14 (2) The Completion Certificate shall constitute a conclusive determination by the 15 parties hereto of the satisfaction and termination of the obligations of the Developer hereunder to 16 construct the Phase described in the certificate; provided, however, that nothing in this Section 1 7 8.05 shall be a waiver of the rights, duties, obligations or responsibilities of the City or any otller 18 governmental entity acting in its regulatory or governmental capacity or an approval of said 19 construction for purposes of the issuance of a certificate of occupancy for the Project or any 20 PhaSe thereof. 21 22 (3) The parties agree that it is their intent that the review by the Agency for purposes 23 of the Completion Certificate determination pursuant to this Section 8.05 is not to be an 2 4 additional or duplicate inspection over and above that required for purposes of the Building 25 Pennit, including the issuance of a certificate of occupancy. The Agency agrees that for 26 purposes of determining if the Phase has been substantially completed in accordance with the 27 Global Center Project Plans and Specifications, the issuance of a certificate of occupancy for the 28 Phase shall be a conclusive detennination of substantial completion for purposes of this 29 subsection (a) and, if such certificate has been determined to have been issued, then the Agency 30 agrees to execute the Completion Certificate. 31 32 (b)(1) If the Agency shall refuse or fail to execute the Completion Certificate after 33 receipt of a request by the Developer to do so, then the Agency shall, within ten (10) days after 34 its receipt of such request, provide the Developer with a written statement setting forth in 35 reasonable detail the reason(s) why the Agency has not executed the Completion Certificate and 3 6 what must be done by the Developer to satisfy such objections so that the Agency would sign the 37 certificate. Upon the Developer satisfying the Agency's objections, then the Developer shall 38 submit a new request to the Agency for execution of the Completion Certificate and that request 39 shall be considered and acted upon in accordance with the procedures in paragraph (a)(1) for the 4 0 original request. 41 42 (c) The Completion Certificate shall be in a form sufficient to be recorded in the 43 public records of Pinellas County, Florida. After execution by the Agency, it shall be promptly 44 returned to the Developer who shall record the certificate in the public records of Pinellas 45 County, Florida, and pay the cost of such recording. IMR Global Qnter Project Development Agreement 41 PROPOSED DEVELOPMEN':r AGREEMENr Bolland , Knight Draft #7A includea Robbins' comments 11:30am fax June 15, 1998 1 2 8.06. Agency Not in Privity with Contractors. The Agency shall not be deemed to be in 3 privity of contract with any Contractor or provider of goods or services with respect to the 4 construction of any part of the Project or any Phase or Subsequent Phase thereof. 5 6 8.07. Repurchase of Phase II Prope~. 7 8 (a) In the event Developer shall not have conunenced construction of Phase n of the 9 Global Center Project within four (4) years following the Closing Date, then in such event, 10 Agency shall have an option to purchase the Phase IT Property upon the tenns and conditions as 11 set forth in this Section 8.07 (the "Phase IT Property Option"). The Phase II Property Option 12 shall be exercised by Agency within ninety (90) days following the expiration of the four (4) year 13 period following the Closing Date. The Phase IT Property Option shall be exercised by Agency 14 providing written notice to Developer of its intent to exercise the Phase IT Option within said 15 ninety (90) day period (time being of the essence with respect to such notice). In the event that 16 Agency should fail to provide such written notice of its exercise of the Phase n Property Option 17 within said ninety (90) day period, then the Phase IT Property OptJon shall immediately and 18 automatically lapse. 19 20 (b) Upon proper and timely exercise of the Phase IT Property Option, Agency and 21 Developer shall undertake to close the conveyance of the Phase n Property by Developer to 22 Agency within sixty (60) days following the date of notice of the exercise of the Phase II 23 Property Option upon the following tenns and conditions: 24 25 (1) The price to be paid by Agency to Developer for the Phase II Property shall equal 2 6 the price per square foot of the Global Center Site paid by Developer to Agency at the Closing 27 Date multiplied by the square footage of the Phase n Property, plus Developer's costs of any 2 8 Infrastructure Improvements or drainage or utility improvements which have been installed by 29 Developer after notice thereof to the Agency and which benefit the Phase II Property (such costs 30 to be calculated on a pro rata basis based upon the benefit such improvements provide to the 31 Phase n Property as compared to the Phase I Property) 32 33 (2) The Phase II Property shall be conveyed by Developer to Agency pursuant to a 34 special warranty deed wherein Developer shall reserve for the benefit of the Phase I Property 35 such easements as are necessary for utilities and drainage to assure the continued operation of 36 Phase I in a manner consistent with such operations as of the date of the exercise of the Phase II 37 Property Option and which deed shall be subject to taxes for the year of Closing and the other 38 Pennitted Exceptions to which the Phase n Property was subject on the Closing Date. 39 40 (3) The Phase II Property shall be conveyed by Developer to Agency in its then" AS 41 IS" condition with all faults and without representation or warranty on the part of Developer. 42 43 (4) Agency shall pay for the cost of any documentary stamp taxes imposed upon the 4 4 deed conveying the Phase n Property from Developer to Agency. In addition, Agency shall pay IMR Global Center Project Development Agreement 42 PROPOSED DEVELOP~ AGREEHEN'r Bolland & Knight Draft 117A include. Robbin.' comments 11:30am fax June 1.5, 1998 1 for any surveyor title insurance Agency elects to obtain in connection with such conveyance. 2 3 (c) Until the commencement of construction by the Developer on the Phase n 4 Property or the expiration of the four (4) year period in which such construction was to 5 commence plus the ninety (90) day period during which the Agency may exercise its option to 6 repurchase the Phase II Property, the Developer covenants and agrees with the Agency not to 7 cause any mortgage or lien to be levied, assessed or placed on the Phase IT Property with respect 8 to any fmancing of Developer's construction of the Global Center Project or other corporate 9 fmancings of any type without the prior consent of the Agency. 10 11 (d) Upon conveyance of the Phase II Property to the Agency pursuant to the exercise 12 of its option to repurchase the Phase IT Property, this Agreement shall terminate as provided in 13 Section 13.05. Notwithstanding the foregoing provisions of this Section 8.07, the following 14 obligations of Agency shall survive the termination of this Agreement upon the 15 conveyance of the Phase II Property to the Agency pursuant to the exercise of its option to 16 repurchase the. Phase II Property, and shall remain in full force and effect in accordance 17 with the terms of this Agreement (i) the indemnity obligations of Agency as contained in 18 Section 7.21 and Section 10.02 hereof; (ii) the environmental remediation obligations of 19 Agency as contained in Section 7.22 hereof; (ill) Agency's obligation to use increment 20 revenues attributed to the Global Center Project in the manner set forth in Section 5.09 21 and in Section 7.10(a)(11) hereof; and (iv) any other provision of this Agreement which 22 expressly states it survives expiration or termination of this Agreement. 23 24 (e) This option to repurchase the Phase n Property shall survive a tennination of this 25 Agreement by the Developer pursuant to Section 13.05(0. 26 27 ARTICLE 9. INSURANCE. 28 29 9.01. Insurance Requirements Generally. 30 31 (a) The Developer agrees to purchase and maintain in full force and effect such 32 insurance policies with coverages generally applicable to projects in the State of Florida and 33 Pinellas County similar in size and scope to the Global Center Project, or the Phase under 34 consbUction if less than the entire Global Center Project. All insurance shall be obtained from 35 fmancially responsible insurance companies either duly authorized under the laws of the State of 36 Florida to do insurance business in the State of Florida (or subject to legal process in the State of 37 .Florida) and shall be issued and countersigned by duly authorized representatives of such 38 companies for the State of Florida. 39 4 0 (b) The insurance coverages and limits shall be evidenced by properly executed 4 1 certificates of insurance. No less than thirty (30) days written notice by registered or certified 42 mail must be given by the Developer to the Agency of any cancellation, intent not to renew, or 4 3 reduction in the policy coverages. IMR Global Center Project Development Agreement 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 PROPOSED DEVELOPMENT AGREEME:N'l Holland (, Knigh t Draft #7A inc~udes Robbins' comments 11:30am fax June 15, 1998 (c) The Developer shall cause to be provided to the Agency certified true copies of any insurance policy required by this Article 9 upon written request of the Agency. (d) Nothing in this Agreement is intended or shall be deemed to be designed by the Agency as a recommended insurance program for the Developer. (e)(l) The Developer alone shall be responsible for the sufficiency of its own insurance . program. The Agency will in no way be responsible to the Developer or any other party for any inadequacy of the Developer's overall insurance program. (2) The Agency shall be responsible for the sufficiency of its insurance program. The Developer will in no way be responsible to the Agency or any other party for any inadequacy of the Agency's overall insurance program. 9.02. Insurance Exclusive of Indemnity. The. insurance policies and coverages of the Developer contemplated by this Article 9 are exclusive of, and in addition to, any and all indemnity obligations of the Developer and the Agency under this Agreement. 9.03. No Waiver of Sovereign Immunity. Nothing in this Article 9 is intended or shall be deemed to constitute a waiver in whole or in part of any sovereign immunity applicable to and that may be asserted by the City or the Agency, or the Developer. ARTICLE 10. INDEMNIFICATION. 10.01. Indemnification by the Developer. (a) For consideration of $10.00 and other good and valuable consideration herein provided, the receipt of which is hereby acknowledged by the Developer I the Developer agrees to indemnify, defend and hold hannless, the Agency, its respective agents, officers, or employees from any and all liabilities, damages, penalties, judgments, claims, demands, costs, losses, expenses or attorneys' fees through appellate proceedings, for personal injury, bodily injury, death or property damage arising out of, or by reason of any act or omission of the Developer, its agents, employees or contractors arising out of, in connection with or by reason of, the performance of any and all services contemplated by this Agreement, or which are alleged to have arisen out of, in connection with or by reason of, the performance of any and all services contemplated by this Agreement, or which are alleged to have arisen out of, in connection with, or by reason of, the performance of such services. Notwithstanding anything contained in this Section 10.01 (a) to the contrary, the indemnification obligations of Developer under this subparagraph (a) shall not include or extend to any matters which arise out of or relate to the environmental indemnification obligations of Agency as contained in Section 7.21 of this Agreement. (b) The Developer's indemnity obligations under subsection (a) shall survive the IMR GltJbaJ Center Project DeveltJpment AgreelTUN 44 PROPOSED DEVELOPMEN7.' AGREEHEN'1.' Bol~and & Knight Draft 17A includes Robbins' comments 11:30am fax June 15, 1998 1 earlier of the Tennination Date or the Expiration Date, but shall apply only to occurrences, acts, 2 or omissions that arise on or before the earlier of the Termination Date or the Expiration Date. 3 4 (c) The Developer's indemnity hereunder is in addition to and not limited by any 5 insurance policy and is not and shall not be interpreted as an insuring agreement between or 6 among the parties to this Agreement, nor as a waiver of sovereign immunity for any party 7 entitled to assert the defense of sovereign immunity . 8 9 10.02. Indemnification by the Agency. 10 11 (a) To the extent permitted by law, specifically including Section 768.28, Florida 12 Statutes, and any insurance coverage available to the Agency, the Agency agrees to indemnify, 13 defend and hold harmless, the Developer, its respective, officers, and employees from any and 14 all liabilities, damages, penalties, judgments, claims, demands, costs, losses, expenses or 15 attorneys' fees through appellate proceedings, for personal injury, bodily injury, death or 16 property damage arising out of, or by reason of, any act or omission of the Agency, its respective 1 7 agents or employees arising out of, in connection with or by reason of, the performance of any 18 and all services contemplated by this Agreement, or which are alleged to have arisen out of, in 19 connection with or by reason of, the performance of any and all services contemplated by this 20 Agreement, or which are alleged to have arisen out of, in connection with, or by reason of, the 21 performance of such services. 22 23 (b) The Agency shall indemnify, defend and hold harmless the Developer, its officers 24 and employees from any and all liabilities, damages, costs, penalties, judgments, claims, 25 demands, losses, or expenses (including, but not limited to, actual attorneys' fees and engineering 26 fees) arising from or attributable to any breach by the Agency, as the case may be, of any 27 covenants, representations or warranties contained in Section 3.02, Section 3.05, Section 7.16 or 28 Section 12.01, or covenants contained in Section 12.02. 29 30 (c) The Agency's indemnity obligations under this Section 10.02 shall survive the 31 earlier of the Termination Date or the Expiration Date, but shall only apply to occurrences, acts 32 or omissions that arise on or before the earlier of the Termination Date or the Expiration Date. 33 The Agency f s indemnity hereunder is not and shall not be interpreted as an insuring agreement 34 between or among the parties to this Agreement, but is in addition to and not limited by any 35 insurance policy provided that said obligation shall not be greater than that permitted and shall be 36 limited by the provisions of Section 768.28, Florida Statutes, or any successor statute thereto. 37 3 8 (d) The indemnification obligations of the Agency under this Section 10.02 shall be in 39 addition to the indenulification obligations of Agency under Section 7.21, and the indemnification 40 obligations under Section 7.21 of this Agreement shan not in any way be limited by the 41 provisions of Section 10.02 or Section 10.03 hereof. 42 4 3 10.03. Limitation of Indemnification. 44 IMR Global Center Project Development Agreement 45 PROPOSED DEVELOP~ AGREEMEN'r Bolland' Knight Draft 17A includes Robbins' commant. 11:30am fax June 15, 1998 1 Notwithstanding anything to the contrary contained herein, with respect to the 2 indemnification obligations of the Developer (as set forth in Section 10.01) and the Agency (as 3 set forth in Section 10.02), the following shall apply: 4 5 (a) the indemnifying party shall not be responsible for damages that could have been. 6 but were not, mitigated by the indemnified party; 7 8 (b) the indemnifying party shall not be responsible for that portion of any damages 9 caused by the negligent or willful acts or omissions of the indemnified party; and 10 11 (c) there shall be no obligation to indemnify hereunder in the event that the 12 indemnified party (1) shall have effected a settlement of any claim without the prior written 13 consent of the indemnifying party, or (2) shall not have subrogated the indemnifying party to the 14 indemnified party' s rights against any third party by an assignment to the indemnifying party of 15 any cause or action against such third party. 16 17 ARTICLE 11. . REPRESENTATIONS, WARRANTIES AND COVENANTS 18 OF THE DEVELOPER. 19 20 11.01. Representations and Warranties. The Developer represents and warrants to the 21 Agency that each of the following statements is currently true and accurate and agrees the 22 Agency may rely upon each of the following statements: 23 2 4 (a) The Developer is a Florida corporation duly organized and validly existing under 2 5 the laws of the State of Florida, has all requisite power and authority to carry on its business as 2 6 now conducted, to own or hold its properties and to enter into and perform its obligations 27 hereunder and under each document or instrument contemplated by this Agreement to which it is 2 8 or will be a party, is qualified to do business in the State of Florida, and has consented to service 2 9 of process upon a designated agent for service of process in the State of Florida. 30 31 (b) This Agreement and, to the extent such documents presently exist in form 32 accepted by the Agency and the Developer, each document contemplated or required by this 33 Agreement to which Developer is or will be a party have been duly authorized by all necessary 34 action on the part of, and have been or will be duly executed and delivered by, the Developer, 35 and neither the execution and delivery thereof. nor compliance with the terms and provisions 36 thereof or hereof: (1) requires the approval and consent of any other party, except such as have 37 been duly obtained or as are specifically noted herein, (2) contravenes any existing law, 38 judgment, governmental rule, regulation or order applicable to or binding on the Developer, (3) 3 9 contravenes or results in any breach of, default under or, other than as contemplated by this 4 0 Agreement, results in the creation of any lien or encumbrance upon any property of the 4 1 Developer under any indenture, mortgage, deed of tmst. bank loan or credit agreement, the 42 Developer's articles of incorporation, or, any other agreement or instrument to which the 4 3 Developer is a party or by which the Developer may be bound. 44 IMR Global Qnltr Project Development Agreement 46 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 PROPOSED DEVELOPMENT AGREEMENr Bolland , Knight: Draft 17A includes Robbin.' comments 11:30am fax June 15, 1998 (c) This Agreement and, to the extent such documents presently exist in fonn accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of the Developer enforceable against the Developer 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 that equitable remedies are involved. (d) There are no pending or, to the knowledge of the Developer, threatened actions or proceedings before any court or administrative agency against the Developer, or against any controlling shareholder, officer, employee or agent of the Developer, which question the validity of this Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the fmancial condition of the Developer. (e) The Developer has fued or caused to be ftled all federal, state, local and foreign tax returns, if any, which were required to be fued by the Developer, and has paid, or caused to be paid, all taxes shown to be due and payable on such returns or on any assessments levied against the Developer. (f) All fmancial information and other documentation, including that pertaining to the Global Center Project or the Developer, delivered by the Developer to the City and the Agency, was, on the date of delivery thereof, true and correct. (g) The principal place of business and principal executive offices of the Developer are in Clearwater, Florida, and, until the expiration or termination of this Agreement, the Developer will keep original or duplicate records concerning the Project (such as construction contracts, fmancing documents and corporate documents) and aU contracts, licenses and similar rights relating thereto at an office located in the corporate limits of the City of Clearwater. (h) As of the Closing Date, the Developer will have the financial capability to carry out its obligations and responsibilities in connection with the development of the Project as contemplated by this Agreement, including the purchase of the Global Center Site from the Agency as contemplated by Article 7. (i) The Developer (with the assistance of its Project Professionals) has the experience, expertise, and capability to develop, cause the construction, and complete the Global Center Project and, oversee and manage the design, planning, construction, and completion of the Global Center Project, and to acquire the Global Center Site as provided herein. 11.02. Covenants. The Developer covenants with the Agency that until the earlier of the Termination Date or the Expiration Date: (a) The Developer shall timely perform or cause to be performed all of the obligations IMR Global Center Project Development Agreement 47 PROPOSED DEVELOPMENT AGREEl'lEN'r Bolland & Knigh t Dra~t: /l7A includea Robbins' comments 11:30am fax June 15, 1998 1 contained herein which are the responsibility of the Developer to perfonn. 2 3 (b) During each year this Agreement and the obligations of the Developer under this 4 Agreement shall be in effect, the Developer shall cause to be executed and to continue to be in 5 effect those instruments, documents, certificates, permits, licenses and approvals and shall cause 6 to occur those events contemplated by this Agreement that are applicable to, and that are the 7 responsibility of, the Developer. 8 9 (c) The Developer shall assist and cooperate with the Agency to accomplish the 1 0 development of the Global Center Project by the Developer in accordmce with this Agreement, 11 and the Global Center Project Plans and Specifications and will not violate any laws, ordinances, 12 rules, regulations, orders, contracts or agreements that are or will be applicable thereto, including 13 the Plan and the Act. 14 15 (d) The Developer shall comply with all provisions of the financing documents for 16 any Construction Finan<:ing. 17 18 (e) Subsequent to the Effective Date, the Developer shall maintain its fmanciaI 19 capability to develop, construct and complete the Global Center Project and shall promptly notify 20 the Agency of any event, condition, occurrence, or change in its fmancia] condition which 21 materially adversely affects, or with the passage of time is likely to adversely affect, the 22 Developer I s financial capability to successfully and completely develop, construct and complete 2 3 the Global Center Project as contemplated hereby. 24 25 (t) The Developer shall promptly cause to be filed when due aU federal, state, local 2 6 and foreign tax returns required to be fIled by it, and shall promptly pay when due any tax 27 required thereby so as to avoid an uncured tax lien against the Global Center Site. 28 29 (g) Subject to and except as permitted by Section 17.01, prior to the expiration or 30 termination of this Agreement, the Developer shall maintain its existence, will not dissolve or 31 substantially dissolve all of its assets and will not consolidate with or merge into another 32 corporation, limited partnership, or other entity without the prior approval of the Agency, unless 33 the Developer is the surviving entity or retains a controlling interest in the consolidated or 34 merged corporation, in which r.ase no consent by Agency shall be required. In any event, prior 35 to the expiration or termination of this Agreement, the Developer, will promptly notify the 3 6 Agency of any changes to the existence or form of the corporation of Developer. 37 38 (b) The Developer shall not sell, lease, transfer or otherwise dispose of all or 3 9 substantially all its assets without adequate consideration and will otherwise take no action which 40 shall have the effect, singularly or in the aggregate, of rendering Developer unable to continue to 41 observe and perform the covenants, agreements, and conditions hereof and the performance of all 42 other obligations required by this Agreement. 43 44 (i) Except for the removal of any structures, plants, items or other things from the 4 5 Global Center Site after the Closing Date necessary for construction of the Global Center Project IMR GwbaJ Center Project Devewpment Agreement 48 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 PROPOSED DEVEIJOPMENT AGRE'EMEN'r Bolland & Knight Draft #7A includes Robbina' commenta 11:30&m fax June 15, 1998 to commence and continue, the Developer shall not pennit, commit, or suffer any waste or impainnent of the Global Center Site prior to the earlier of the Termination Date or the Expiration Date. (j) Provided all conditions precedent thereto have been satisfied or waived as provided herein, the Developer shall design, construct and complete Phase I of the Global Center Project such that it is substantially complete as provided in this Agreement no later than the Completion Date for that Phase. ARTICLE 12. OF THE AGENCY. REPRESENTATIONS, WARRANTIES AND COVENANTS 12.01. Representations and Warranties. The Agency represents and warrants to the Developer that each of the following statements is currently Uue and accurate and agrees that the Developer may rely on each. of the following statements: (a) The Agency is a validly existing body corporate and politic of the State of Aorida, is the duly created community redevelopment agency of the City under Part ill, Chapter 163, Florida Statutes (known as the Community Redevelopment Act of 1969), has all requisite corporate power and authority to carry on its business as now conducted and to perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party. (b) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Agency is or will be a party have been duly authorized by all necessary action on the pan of, and have been or will be duly executed and delivered by, the Agency, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment, governmental role, regulation or order applicable to or binding on the Agency, (3) contravenes or results in any breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the Agency under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which the Agency is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of the Agency outstanding on the Effective Date. (c) This Agreement and, to the extent slJch documents presently exist in fonn accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Agency is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of the Agency enforceable against the Agency in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect IMR Global CenUr Project Development Agreement 49 PROPOSED DEVELOPMENT AGREEMENT Bolland & Knight Draft 117A includes Robbins' commsnts 11:30am fax June 15, 1998 1 creditors' rights generally and subject to usual equitable principles in the event that equitable 2 remedies are involved. 3 4 (d) There are no pending or threatened actions or proceedings before any court or 5 administrative agency against the Agency, or against any officer of the Agency, which question 6 the validity of any document contemplated hereunder, or which are likely in any case, or in the 7 aggregate, to materially adversely affect the consummation of the transactions contemplated . 8 hereunder or the fmancial condition of the Agency. 9 10 (e) The Interlocal Agreement is a valid and binding obligation of the Agency and the 11 City. 12 13 (f) Section 768.28, Florida Statutes, is the only statutory limitation on the Agency's 1 4 indemnification obligations under this Agreement, and furthermore the Agency's indemnity 15 obligations hereunder are not restricted by anything in its bylaws or in Part ill, Chapter 163, 1 6 Florida Statutes. 17 18 12.02. Covenants. The Agency covenants with the Developer that until the earlier of the 1 9 Termination Date or the Expiration Date: 20 21 (a) The Agency shall timely perform or cause to be performed all of the obligations 22 contained herein which are the responsibility of the Agency to perform. 23 2 4 (b) During each year that this Agreement and the obligations of the Agency under this 2 5 Agreement shall be in effect, the Agency shall cause to be executed and to continue to be in effect 26 those instruments, documents, certificates, permits, licenses and approvals, and shall cause to 27 occur those events contemplated by this Agreement that are applicable to and are the 2 8 responsibility of the Agency. 29 30 (c) The Agency shall assist and cooperate with the Developer to accomplish the 31 development of the Global Center Project in accordance with this Agreement and the Global 32 Center Project Plans and Specifications, will carry out its duties and responsibilities contemplated 33 by this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, 34 contracts, or agreements that are or will be applicable thereto, and, to the extent permitted by 35 law, the Agency will not enact or adopt or urge or encourage the adoption of any ordinances, 36 resolutions, rules, regulations or orders or approve or enter into any contracts or agreements, 37 including issuing any bonds, notes, or other forms of indebtedness, that will result in any 3 8 provision of this Agreement to be in violation thereof. 39 40 (d) The Agency shall not request or recommend any rezoning of the Global Center 4 1 Site, or any part thereof, which will prevent or adversely affect the development of the Global 4 2 Center Project. 43 44 (e) The Agency shall maintain its fmancial capability to carry out its responsibilities 4 5 as contemplated by this Agreement and shall notify the Developer of any event, condition, IMR Global Center Project Devewpment Agreement 50 , '.- r I .' t', ' , I \ I" . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 PROPOSED DEVELOPM:ENT AGREE:MENT Ho~land & Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 occurrence, or change in its financial condition which adversely affects, or with the passage of time is likely to adversely affect, the Agency's financial capability to carry out its responsibilities contemplated hereby. (t) So long as this Agreement is in effect and the Developer is not in default hereunder, the Agency shall maintain the Interlocal Agreement in effect and will not terminate it or do anything or not do anything that would be the basis for the City to terminate such agreement prior to its scheduled expiration. 12.03. Survival. The representations, warranties and covenants of Developer as contained in Section 12.01 and 12.02 hereof shall survive the conveyance of the Global Center Site to the Developer by the Agency. ARTICLE 13. DEFAULT; TERMINATION. 13.01. Default by Developer. (a) Provided the Agency is not tben in default of this Agreement under Section 13.02 hereof, there shall be an "event of default" by the Developer upon the occurrence of anyone or more of the following after the Effective Date: (1) The Developer shall fail to perform or comply with any material provision of this Agreement applicable to it within the time prescribed therefor; provided, however, that suspension of or delay in perfonnance by the Developer during any period in which the Agency is in default of this Agreement as provided in Section 13.02 hereof will not constitute an event of default by the Developer under this subsection (a); or (2) The Developer 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 or shall fIle an answer admitting, or shall fail reasonably to contest, the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Developer or allY material part of such entity's properties; or (3) Within sixty (60) days after the commencement of any proceeding by or against the Developer 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 otherwise tenninated, or if, within sixty (60) days after the appointment without the consent or acquiescence of the Developer of any trustee, receiver or liquidator of any of such entities or of any material part of any of such entity's properties, such appointment shall not have been vacated. IMR Global ~nter Project Deve1cpment Agreement 51 PROPOSED DEVELOPMENT AGREE:MENr Bolland & Knight Drazt 17A includes Robbina' commsnta 11:30am fax June 15, 1998 1 (b)(l) If an event of default by the Developer described in subsection (a) above shall 2 occur, the Agency shall provide written notice thereof to the Developer, and, if such event of 3 default shall not be cured by the Developer within thirty (30) days after receipt of the written 4 notice from the Agency specifying in reasonable detail the event of default by the Developer, or 5 if such event of default is of such nature that it cannot be completely cured within such time 6 period, then if the Agency is not then in default of this Agreement and the Developer shall not 7 have commenced to cure such default within such thirty (30) day period and shall not diligently 8 prosecute such cure to completion within such reasonable longer period of time as may be 9 necessary then, in addition to any remedy available under Section 13.03, the Agency may 10 terminate this Agreement or pursue any and all legal or equitable remedies to which the Agency 11 is entitled, provided, however, if the Developer shall fail to cure such event of default within said 12 thirty (30) day or longer period or ceases to proceed diligently to timely cure such event of 13 default, then the Agency may proceed to enforce other available remedies without providing any 14 additional notice to the Developer. . 15 16 (2) Any attempt by the Agency to pursue any of the above referenced remedies will 17 not be deemed an exclusive election of remedy or waiver of the Agency's right to pursue any 18 other remedy to which either may be entitled. 19 20 (3) Any time periods or deadlines provided in this Agreement shall be tolled or 21 extended by the amount of time to cure any event of default hereunder if such event affects the 22 Developer's or Agency's ability to perform by such deadline or the expiration of such period. 23 24 (c) Subject to the rights of the Construction Lender, any Contractor, creditors of the 25 Developer, and others claiming a legal or equitable interest in the Project, or a portion thereof, if 26 the Agency elects under Section 6.06 to cure a default under subsection (a) by the Developer and 27 complete the construction of the Global Center Project, all plans and specifications, working 28 drawings, construction contracts, contract documents, Building Pennits, Permits, management 29 agreements, and fmancial commitments (all only to the extent assignable) with respect to the 30 Global Center Project shall, if such default has not been previously cured, on the day following 31 receipt by the Developer of notice from the Agency of its election to cure under Section 6.06, be 32 deemed then assigned to the Agency making said election, without necessity of any other action 33 being taken or not taken by any party hereto. The Developer shall transfer and deliver to the 34 Agency upon making said election, all assignable Global Center Project Plans and Specifications, 35 working drawings, construction contracts, contract docwnents, fmanciaI commitments, 36 management agreements, and all Pennits. 37 3 8 (d) In the event of a termination of this Agreement pursuant to this Section 13.01, the 3 9 Agency shall not be obligated to make or to continue to make any payments of any Impact Fees 40 or using any increment revenues attributed to the Project for Infrastructure Improvements. 41 42 13.02. Default by the Agency. 43 44 (a) Provided the Developer is not then in default under Section 13.01, there shall be 45 an "event of default" by the Agency under this Agreement in the event the Agency shall fail to IMR Glclxll Center Project Development Agreement 52 IMR Global Center Project De-velopment Agreement 53 , .~",' , " .' ," ,'. ~ ',', '" r',' ':, ",'" _ '>;' \~ >; \' ,/';;',} ,,'~: ,'; ,.' :~:, ,,:, " J, ':<' " PROPOSED DEVELOPMENT ~ Bo~land & Knight Draft #7A inc~udes Robbins' comments 11:30am fax June 15, 1998 1 and in good faith, the curative period shall be extended for a period of not exceeding an 2 aggregate of thirty (30) days without any approval or consent of the Developer being required, 3 but such approval will be required (and shall be given or withheld in Developer's sole discretion) 4 if the curative period is to be extended beyond thirty (30) days after the notice of default has been 5 given by the Developer to the Agency if the Agency has comnlenced to cure such default within 6 such thirty (30) day period and is diligently prosecuting such curative action to completion. The 7 Agency shall within said thirty (30) day period or such longer period promptly, diligently and in 8 good faith proceed to cure such event of default after receipt of the notice from the Developer 9 and shall succeed in curing such event of default within said period of time, provided, however, 1 0 if the Agency shall fail to cure such event of default within said thirty (30) day or longer period 11 or ceases to proceed diligently to timely cure such event of default, then the Developer may 12 proceed with its available remedies without providing any additional notice to the Agency. 13 14 (4) In the event of a default by Agency in the construction and completion of the 15 Infrastructure Improvements which is not cured within the cure period provided in paragraph (3) 16 above, Developer may elect, at its option, without limiting Developer's right to pursue any other 1 7 remedy provided in this Agreement (including, but not limited to, Developer's right to pursue 18 liquidated damages), to undertake to complete construction of the Infrastructure Improvements in 19 such a manner as Developer deems reasonably necessary or appropriate under the circumstances. 20 In such event, the Infrastructure Plans and Specifications, working drawings, construction 21 contracts, contract documents, Building Pennits, Permits and any other documents or 22 information related to the construction of the Infrastructure Improvements will be deemed then 2 3 assigned by Agency to Developer without the necessity of any other action being taken or not 24 taken by any party hereto, and Agency shall undertake all steps as are reasonably necessary to 25 assist Developer in gaining access to the areas upon which the Infrastructure Improvements are to 2 6 be made. In the event Developer elects to exercise such construction of the Infrastructure 27 Improvements, Agency shall be obligated to promptly reimburse Developer for all costs 28 (including any costs of overtime or premium work necessary to achieve the completion of the 2 9 lnfrastructure Improvements in accordance with the Infrastructure Schedule or as required to 30 avoid delay ill completion of Phase I), incurred by Developer in connection with such 31 construction of the Infrastructure Improvements, which reimbursements shall frrst be made from 32 the Global Center Project Account, to the extent that funds are available in the same and shall 33 then be made from such other funds as are legally available to the Agency. Such reimbursement 34 shall include interest on the amounts so expended by Developer at the rate of twelve percent 35 (12 %) per annum from the date such amounts were expended by Developer until the date they 36 have been reimbursed by Agency. 37 38 (5) Any attempt by the Developer to pursue any of the remedies referred to in 39 paragraphs (1), (2), (3) or (4) above will not be deemed an exclusive election of remedy or 40 waiver of the Developer's right to pursue any other remedy to which it might be entitled. 41 42 (6) Any time periods or deadlines provided in this Agreement shall be tolled or 4 3 extended by the amount of time to cure any event of default hereunder if such event affects the 44 Developer's or Agency's ability to perfonn by such deadline or the expiration of such period. 45 IMR Global Center Project Development Agreement 54 ',J. \ \ \ \ /' I' '. I I I H \ \ 'J, I I \ ' PROPOSED DEVELOPMENT A~ Bolland' Knight. Draft 1I1A includes Robbina' comments 11:30am fax June 15, 1998 1 13.03. Obligations. Rights and Remedies Cumulative. Unless specifically stated herein 2 to the contrary, the specified rights and remedies to which either the Agency or the Developer are 3 entitled under this Agreement are not exclusive and are intended to be in addition to any other 4 remedies or means of redress to which the Agency or the Developer may lawfully be entitled and 5 are not specifically prohibited by this Agreement. The suspension of, or delay in, the 6 performance of its obligations by the Developer, while the Agency shall at such time be in default 7 of their obligations hereunder shall not be deemed to be an "event of default." The suspension of, 8 or delay in, the perfonnance of the obligations by the Agency while the Developer shall at such 9 time be in default of its obligations hereunder shall not be deemed to be an "event of default" by 10 the Agency. 11 12 13.04. Non-Action on Failure to Observe Provisions of this Agreement. The failure of 13 the Agency or the Developer to promptly or continually insist upon strict performance of any 14 tenn, covenant, condition or provision of this Agreement, or any Exhibit hereto, or any other 15 agreement, instrument or document of whatever form or nature contemplated hereby shall not be 16 deemed a waiver of any right or remedy that the Agency or the Developer may have, and shall 1 7 not be deemed a waiver of a subsequent default or nonperfonna.nce of such term, covenant, 18 condition or provision. 19 20 13.05. Termination. 21 22 (a) The Developer and the Agency acknowledge and agree that as of the Effective 23 Date certain matters mutually agreed by the parties hereto are essential to the successful 24 development of the Project have not been satisfied or are subject to certain conditions, legal 25 requirements or approvals beyond the control of any of the parties. hereto or which cannot be 26 definitely resolved under this Agreement. In recognition of these events or conditions, the parties 27 hereto mutually agree that, provided the appropriate or responsible party therefor diligently and 2 8 in good faith seeks to the fullest extent of its capabilities to cause such event or condition to occur 29 or be satisfied, the failure of the events or conditions listed in subsection (b) below to occur or be 30 satisfied shall not constitute an event of default by any party under this Article 13, but may be the 31. basis for a termination of this Agreement as provided in this Section 13.05. 32 3 3 (b) In addition to any other rights of termination provided elsewhere in this 34 Agreement, this Agreement may be terminated prior to the Closing Date as provided in 35 subsection (c) after the occurrence of any of the following events or conditions: 36 37 (1) All of the Global Center Site is taken by the exercise of the power of eminent 38 domain by a governmental authority (except the City or the Agency) or a person entitled to 39 exercise such power or benefiting therefrom, or such part of the Global Center Site is taken by 40 the power of eminent domain so as to render the Global Center Project commercially unfeasible 41 or unusable for its intended uses as contemplated by this Agreement; 42 43 (2) The appropriate governmental authority (but not including the City in exercise of 44 its governmental and regulatory authority and responsibility), upon petition by the Devel('per, IMR Global Ctnler Project Development Agreement 55 , -' I' I \ I . ,. c I ' \ l' . \ \' ,I I , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 PROPOSED DEVELOPMENT AGRE:EME:Zn Bolland , Knight: Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 unduly delays or denies or fails to issue the Permits, issue the Building Pennits, or approve any other land use approval necessary to commence construction of the Global Center Project on the Global Center Site; (3) The City has denied or failed to approve Infrastructure Improvements Plans and Specifications or has denied or failed to issue the Building Permit. (4) If the Global Center Project is determined to be a DRI, the DR! development order does not allow development of the Global Center Project as contemplated by this Agreement; (5) A moratoriwn on new construction is imposed by a governmental authority within the City or Pinellas County so as to prevent construction of the Global Center Project to commence; (6) The City or other appropriate governmental authority has issued a concurrency compliance certificate or a reservation of services capacity as described in Section 3.05 and such certificate or reservation bas been revoked, repealed, superseded, or otherwise no longer of any effect or the Developer is unable to rely upon such certificate or reservation, if such a certificate or reservation is required for development of the Global Center Project on the Global Center Site, and the Developer cannot obtain a new or replacement certificate or reservation for the Global Center Project. (7) The Global Center Site is not conveyed to the Developer by the Agency due to a condition to closing described in Section 7.10 not being timely satisfied or waived. (8) The Agency cannot as a matter of law pay all Impact Fees imposed on the Global Project by the City that would otherwise have been paid by the Developer but for the agreement by the Agency to pay those fees. (9) The City fails to approve any zoning, site plan or building plan before July 31, 1998. (10) The City approves an amendment to the Plan which is inconsistent with the Global Center Project being located on the Global Center Site. (11) Utilities are not readily available at the boundaries of the Global Center Site at locations satisfactory to the Developer by the Closing Date. (12) The Agency is not diligently proceeding with the ongoing environmental remediation program described in Section 7.22. (13) The Developer is not determined by the Director of the State of Florida Office of Tourism, Trade and Economic Development to be a "qualified target industry business III within the meaning of Section 288. 106(2)(q) , Florida Statutes, and the Developer has not entered into a IMR Global Center Project Development Agreement 56 ,.'~.'," ", "" '\~'".;:., /~>' :<", .....'.,.' ~<J.)"~'.. ','>,.7':,';' / ".. )p' ',~,., ;':-:'.'Y':::,'.'.."::"':"._':.~"~ ,'.-.'. ~'.>.':~~ l....:.:~.. ;\: . .' '.", / . '. . . . f. / /.' , . .. ." \' . " , , .' I'''" ' , -.'." ". ',' , ',' I, .,' "',~"\ ',.,: ',. :. /I' .,.' \", r ' . '. , , . , , ~ ., .'. . ' '~ - ~ 1\ -, "'.'/ . ,/ . . . . ~, . I \ ..... \ ~... . . -: " . .. I.' " . . ,/ . PROPOSED DEVELOPMENT AGRE'EMEN'r Bolland & Knight Draft #7A includes Robbins' comments 11:30am zax June 15, 1998 1 tax refund agreement with the State of Florida Office of Tourism, Trade and Economic 2 Development. 3 4 (c) Upon the occurrence of an event described in subsection (b), then the Developer 5 or the Agency may upon detennining that such event cannot reasonably be expected to change in 6 the foreseeable future so as to allow development of the Global Center Project, may elect to 7 terminate this Agreement by giving a notice to the other party hereto within thirty (30) days of 8 the occurrence of such event or the determination of inability to cause a condition precedent to 9 occur or be satisfied, stating its election to terminate this Agreement as a result thereof, in which 10 case this Agreement shall then terminate, provided, however, only the Developer may elect to 11 terminate this Agreement upon the occurrence of an event described in paragraph 12 (3),(7),(8),(9),(10),(11),(12) and (13). 13 14 (d) In the event of a termination pursuant to Section 13.05(c), neither the Developer 15 nor the Agency shall be obligated or liable one to the other in any way, fmancially or otherwise, 16 for any claim or matter arising from or as a result of this Agreement or any actions taken by the 1 7 Developer and the Agency, or any of them, hereunder or contemplated hereby, and each party 18 shall be responsible for its own costs, except that the Agency shall be responsible for costs 19 pertaining to, Environmental Costs and survey and title review as provided in the Letter 20 Agreement. 21 22 (e) Notwithstanding anything to the contrary contained herein, in the event that any 23 party shall have, but shall not exercise, the right hereunder to terminate this Agreement because 24 of the non-satisfaction of any condition specified herein, and such condition is subsequently 25 satisfied, then the non-satisfaction of such condition shall no longer be the basis for termination 2 6 of this Agreement. 27 28 (f)(1) The Developer may, at its sole election, terminate this Agreement prior to the 29 expiration thereof in accordance with its terms, by paying to the Agency the amount calculated in 30 accordance with this subsection (f), and upon receipt of such payment, the Agency and the 31 Developer shall execute and have recorded a Termination Certificate as described in Section 32 13.06. The calculation of the amount to be paid is based upon the square feet of building area 33 not constructed by the Developer multiplied by the out-of-pocket costs by the City and the 34 Agency pertaining to the Global Center Project which benefited the Developer per square foot of 35 building area, based upon a total development of 150,000 square feet of building area. The 36 Agency and the Developer acknowledge and agree that the per square foot costs incurred by the 37 City and the Agency are reasonably estimated to be $6.50 per square foot of building area and 38 the parties hereby accept and agree to that amount for purposes of the calculation of the amount 39 to be paid to the Agency by the Developer pursuant to this subsection (t). 40 4 1 (2) After the Closing Date, if the Developer elects to terminate this Agreement then the 42 amount to be paid to the Agency shall be the difference between 150,000 square feet and the total 43 square feet constructed or under construction multiplied by $6.50, provided, however, if 4 4 construction of Phase II has not begun at the time the Developer elects to tenninate and the 4 5 Agency's time period in which to exercise its option to purchase the Phase n Property has not IMR Global Center Project Development Agreement 57 i:,. " ,,'.< .'.' '. . .. .' .' \,,' '.:' .... ':> ,\ ;1,..:,,. :': '\' ."}"i:<:": :'7' "..'. ," ~.':' ~~' .... . .... '.',. ':.' . . . I .. /' . I \ ; \ ,.. I,' I, l' I \ 1,. . \ I , I , . . \ J / I \ \ l' I \ I I ' PROPOSED DEVELOPMEN'l' AGREEMEN.r Bolland , Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 1 expired, the Agency may exercise its option to repurchase the Phase II Property as provided in 2 Section 8.07 in lieu of the payment by the Developer pursuant to this paragraph <t). 3 4 (3) Notwithstanding the foregoing provISIons of this subsection (f), the 5 following obligations of Agency shall survive the termination of this Agreement and shall 6 remain in full force and effect in accordance with the terms of this Agreement (i) the 7 indemnity obligations of Agency as contained in Section 7.21 and Section 10.02 hereof; 8 (ii) the environmental remediation obligations of Agency as contained in Section 7.22 9 hereof; (iii) Agency's obligation to use increment revenues attributed to the Global Center 10 Project in the manner set forth in Section 5.09 and in Section 7.10(a)(11) hereof; and (iv) 11 any other provision of this Agreement which expressly states it survives expiration or 12 termination of this Agreement. 13 14 (g)(1) In lieu of the tennination pursuant to subsection (1), the Developer may, at its sole 15 election and without payment of the fee described in subsection (t) or payment of any other 16 amount, tenninate this Agreement if the following amount of total aggregate construction 17 including Phase I, Phase II, and Subsequent Phases, has commenced on the Global Project Site 18 by the indicated anniversary of the Effective Date: 19 20 100,000 square feet of building area 3rd Anniversary 21 125,000 square feet of building area 5th Anniversary. 22 23 In the event the Developer elects to terminate pursuant to this subsection (g), then the Developer 24 and Agency shall execute a termination certificate as described in Section 13.06 and have it 25 recorded in the public records of Pinellas County, Florida. 26 27 (2) Notwithstanding the foregoing provisions of this subsection (g), the 28 following obligations of Agency shall survive the termination of this Agreement and shall 29 remain in full force and effect in accordance with the terms of this Agreement (i) the 30 obligation of Agency to timely pay the fees, charges and Impact Fees contemplated by 31 Section 3.04(a) hereof with respect to any Subsequent Phases (but excluding any such fees, 32 charges or Impact Fees which relate to Subsequent Excess Phases); (ii) the indemnity 33 obligations of Agency as contained in Section 7.21 and Section 10.02 hereof; (ill) the 34 environmental remediation obligations of Agency as contained in Section 7.22 hereof; 35 (iv) Agency's obligation to use increment revenues attributed to the Global Center Project 36 in the manner set forth in Section 5.09 and Section 7.10(a)(11) hereof; and (v) any other 37 provision of this Agreement which expressly states it survives expiration or termination 38 of this Agreement. 39 40 41 13.06. Termination Certificate. 42 IMR Global Center Project Development Agreement 58 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 PROPOSED DEVELOPMENT AGR.EE.MENr Bolland & Knight Dra:ft: #7A includes Robbins' comments 11:30am :fax June 15, 1998 (a) In the event of a tennination of this Agreement for any reason prior to the Expiration Date, each of the parties hereto do covenant and agree with each 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 tenninated in accordance with its tenns, 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) and that the Global Center Site is no longer subject to any restrictions, limitations or encumbrances imposed by this Agreement. (b) The certificate described in subsection (a) shall be prepared in a fonnsuitable 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 tennination certificate shall be paid by the terminating party. ARTICLE 14. UNAVOIDABLE DELAY. 14.01. Unavoidable Delay. (a) 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 14.01. (b) "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 abnonna1 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 perfonnance by the Agency). (c) An application by any party hereto (referred to in this paragraph (c) and in paragraph (d) as the "Applicant") for an extension of time pursuant to subsection (a) must be in writing, must set forth in detail the reasons and causes of delay, and must be ftled 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. (d) The Applicant shall be entitled to an extension of time for an Unavoidable Delay IMR Global Center Project Development Agreement 59 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 PROPOSED DEVELOPMENT AGREEMEN'l' Holland & Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 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. ARTICLE 15. RESTRICTIONS ON USE. 15.01. Restrictions on Use. Prior to the earlier of the Termination Date or the Expiration Date, no use of the Global Center Project or the Global Center Site other than as a corporate headquarters office or professional offices and appurtenant uses as described in the Proposal, this Agreement and the Plan shall be permitted unless and until the Developer or the person, if other than the Developer, intending to so use the Global Center Project or Global Center Site, shall fIle with the Agency a request for a release from the any part of or all of the restriction imposed by this Section 15.01. The Agency shall promptly consider such request and either deny the request, approve the request as filed, or approve the request subject to such terms, conditions and limitations as the Agency may reasonably require. Unless specifically requested and approved, any release of the restriction imposed by this Section 15.01 shall not by its own terms without the consent of the Agency release the Developer from any obligations or restrictions imposed by this Agreement or any agreement, instrument or document contemplated hereby. If any release of the restriction imposed by this Section 15.01 is approved by the Agency, an instrument evidencing such release and in such form 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 Developer. Nothing in this Section 15.01 is intended to affect or override any law, ordinance, regulation, or other legal restriction not set forth in this Agreement. The restrictions contained in this Article 15 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 tenninate 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 (lOth) anniversary of the Effective Date. The parties acknowledge and agree that this Section 15.01 survives the early termination of this Agreement by the Developer pursuant to subsection (g) of Section 13.05 until the tenth (lOth) anniversary' of the Effective Date. and upon such tenth (l0t1!} anniversary the provisions of this Section 15.01 shall terminate. ARTICLE 16. FIRE OR OTHER CASUALTY; CONDEMNATION. 16.01. Loss or Damage to Proiect. If economically feasible, the Developer covenants and agrees to diligently commence and complete the reconstn!ction or repair of any loss or damage caused by fIre or other casualty or by eminent domain (provided the City or the Agency is not the condemning authority) to each and every part of the Global Center Project to substantially the same as existed prior to the occurrence of such loss or damage. Any reconstruction or repair of any loss or damage to the IMR Global Center Project Development Agreement 60 ... . \ ,. . ,~, ' . '.. '. I" : ':,} , ' ~.r \ ,"\ \ ~: ~ .' I . ~ ' (\ .f> , " ,.' ,."\ :..~ . ~ ' . '. '. I. . I "v '\ ~ ,~. " . . I." ~. . I 'l ,., ~ . ~ .' ~. :. ; :., ~ ' 1 / \ ",." \ " . ,/ \ ' .,~ . "", :',1 I , ,. 1/" . I' .} .', 1': ..' ~ ," \ - ", / .. \' ~ ' /, " , , . ' . \,' . ..' -' ", ", I' ',' , ,. . . I '/ . '. ~. -I" \ ", ,I \ \ , . '. ~ /"" ... '. ". . \ . '. '\: I ;, I ", ~ \".. .,/.' \ '. ,.' . \ .. ~., '.' . .r 1\'" "'J~.\'/' ',/ I 'I' 1_.\ ../ ./,,/. ,'. '",:.....,. ;..',' ,. ,.. :.., ,\1 , . I ,. / . \ . .' .' I " . .' . p., . . . . , .\ ~,',' \"": .. , , . "" . ,;, " 'I' .. .'~ .' \' ..' ,,' '. ~ I, ..... '\' . ~ . \ (.\: I '. \ . --- . . . .-< . - \ . , ~. . . . ---' ~.', - . \ " I' \, \ I " 1 'I J \ I ~\ . \ I I , , . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 PROPOSED DEVELOPMENT AGREEMENT Bolland & Knight Draft 17A includes Robbins' comments 11:30am fAX June 15, 1998 Global Center Project shall be to the standards, design, plans and specifications of the original construction unless any change therefrom is approved by the Agency. 16.02. Partial Loss or Damag.e to Proiect. Any loss or damage by fire or other casualty or exercise of eminent domain to the Global Center Project or Global Center Site, or any portion thereof, which does not render the Global Center Project or Global Center Site unusable fOf the use contemplated by this Agreement, shall not operate to terminate this Agreement or to relieve or discharge the Developer from the timely perfonnance and fulfillment of the Developer's obligations pursuant to this Agreement, subject to an extension of time for an Unavoidable Delay. 16.03. Notice of Loss or Damage to Proiect. The Developer shall promptly give the Agency written notice of any significant damage or destruction to the Global Center Project stating the date on which such damage or destruction occurred, the expectations of the Developer as to the effect of such damage or destruction on the use of the Project, and the proposed schedule, if any, . for repair or reconstruction of the Global Center Project. If the Developer detennines the Global Center Project cannot be repaired or restored in an economically justifiable or other manner, then the Developer shall so notify the Agency and state reasons supporting its detennination. 16.04. Subiect to Financing. The Developer's obligations under this Article 16 are subject to the terms and conditions of the Construction Financing or any other mortgage fmancing in effect at the time any such obligations hereunder would otherwise be applicable. ARTICLE 17. MISCELLANEOUS. 17.01. Assignments. (a)(l) Prior to the earlier of the Termination Date or the Expiration Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Global Center Project, or any part thereof to any person with the prior written consent of the Agency, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the tenns of this Agreement the same as the Developer for such part of the Global Center Project as is subject to such sale, conveyance, assignment or other disposition. (2) If the assignee of Developer's right, title. interest and obligations in and to the Global Center Project, or any part thereof, assumes all of Developer's obligations hereunder for the Global Center Project, or that part subject to such sale, conveyance, assignment or other disposition, then the Developer shall be released from all such obligations hereunder which have been so assumed by the assignee, and the Agency agrees to execute an instrument evidencing such release, which shall be in recordable fOlm. ]JIR Global Cerner Project Devewpment Agreement 61 1 2 3 4 5 6 7 8 9 .10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 PROPOSED DEVEWP1IE1:lr AGRE'EMENT Bolland' Knigl1t: Draft 17A include. Robbin.' comments 11:30Am fax June 15, 1998 (b) An assignment of the Global Center Project, or any part thereof, by the Developer to any corporation, limited partnership, general partnership, or joint venture~ in which the Developer is the or a general partner or has either the controlling interest or through a joint venture or other arrangement shares equal management rights with a fmancial institution and maintains such controlling interest or equal management rights for the term of this Agreement shall not be deemed an assignment or transfer subject to any restriction on or approvals of assignments or transfers imposed by this Section 17.01, provided, however, that notice of such assignment shall be given by the Developer to the Agency no less than thirty (30) days prior to such assignment being effective and the assignee shall be bound by the terms of this Agreement to the same extent as would the Developer in the absence of such assignment. If the Developer shall at any time withdraw or be replaced as a general partner or no longer have the controlling interest or management rights as described in this subsection, then that event shall constitute an assignment of the Developer's right, title, interest or obligations under this Agreement for purposes of this Section 17.01 and the prior approval of the Agency shall be obtained before such an event shall be effective. 17.02. Successors and Assigns. The tenns herein contained shall bind and inure to the benefit of the Agency, and its successors and assigns, and the Developer ~ and its successors and assigns, except as may otherwise be specifically provided herein. 17.03. Notices. (a) All notices) demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by overnight courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer: Information Management Resources, Inc. 26750 U.S. Highway 19 North Suite 500 Clearwater, FL To the Agency: Community Redevelopment Ageoc.y City of Clearwater Clearwater~ FL 32521 Attention: Robert Molsick Attention: with copies to with copies to: Albert N. Justice Justice Corporation 19329 U.S. 19th North City of Clearwater IMR Global Center Project Development Agreement 62 ~ f'" . ." ' r '. ./ ' , " \ . . , . . _ , . _, . ,... ......' .' -- Iz I '\' \ \, "/ ' ., i ' } \, .., I' ,,~_. \, ,. \ ,., \ ,.' \' " , , I " I. \., . . '.. II, \ \: \ /,', \' ' , " I " ' , ' . >,' , ,I" / . ,\ .. ' , I .f . , ..' , I. '.,', . ," Ii. , "\ " \' ,\,)-'\, 'f i 'j "\"1\ >'1" \ /'\"'\ ." ..;' r \~. . ,'/ /~ "," /,>\ /1 ....1 '" !. I' I. \' .",\ . ". \ ~. " ,. ., I I .' . " / ' ,') I I, " ';' .' ,\. I, .. '. \ ' 'I I { , , . '. I.. I . ^ ; ; .,\~. \.,,' .".... ..... ....\ :.,,'" , 'I'. . "', ':,... ...;/.'.... '/\., . . \' I . " ... ,. . '. , 7. I '.",' I '_ . ( I \ ~ ~ J J /J ~: /.\ I', I ~"".' i . .\. ,''' ~' Jlt' ," ...,. _____ . r ..... ' 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 PROPOSED DEVELOPMENT ~ Bolland' Knight DraEt //7A includes Robbins' comments 11:30am Eax June 15, 1998 Clearwater, Florida 34624 Attention: City Manager (b) Notices given by courier service or by hand delivery shall be effective upon delivery and notices given by mail shall be effective on the third (3rd) business day after mailing. Refusal by any person to accept delivery of any notice delivered to the office at the address indicated above (or as it may be changed) shall be deemed to have been an effective delivery as provided in this Section 17.03. The addresses to which notices are to be sent may be changed from time to tirne by written notice delivered to the other parties and such notices shall be effective upon receipt. Until notice of change of address is received as to any particular party hereto, all other parties may rely upon the last address given. 17.04. Severability. If any term, provision or condition contained this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such tenn, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 17.05. Applicable Law and Construction. The laws of the State of Florida shall govern the validity, performance and enforcement of this Agreement. This Agreement has been negotiated by the Agency and the Developer, and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by the Agency or the Developer, but by all equally. 17.06. Venue: Submission to Jurisdiction. (a) For purposes of any suit, action, or other proceeding arising out of or relating to this Agreement, the parties hereto do acknowledge, consent, and agree that venue thereof is PinelIas County, Florida. (b) Each party to this Agreement hereby submits to the jurisdiction of the State of Florida, PinelIas County and the courts thereof and to the jurisdiction of the United States District Court for the Middle District of Florida, for the purposes of any suit, action, or other proceeding arising out of or relating to this Agreement and hereby agrees not to assert by way of a motion as a defense or otherwise that such action is brought in an inconvenient forum or that the venue of such action is improper or that the subject matter thereof may not be enforced in or by such courts. (c) If at any time during the term of this Agreement the Developer is not a resident of the State of Florida or has no office, employee, agency or general partner thereof available for service of process as a resident of the State of Florida, or if any pennitted assignee thereof shall be a foreign corporation, partnership or other entity or shall have no officer, employee, agent, or general partner available for service of process in the State of Florida, the Developer hereby designates the Secretary of State, State of Florida, its agent for the service of process in any court IMR Gwbal Center Project Devewpment Agreement 63 PROPOSED DEVELOPMENT AGREEMENT Bolland , Knigh t: Drs:ft # 7A includes Robbins' comments 11:30am :fax June 15, 1.998 1 action between it and the Agency arising out of or relating to this Agreement and such service 2 shall be made as provided by the laws of the State of Florida for service upon a non-resident; 3 provided, however, that at the time of service on the Florida Secretary of State, a copy of such 4 service shall be delivered to the Developer at the address for notices as provided in Section 5 17.03. 6 7 17.07. Agreement Not a Chapter 86-191. Laws of Florida. Development Agreement. The 8 Developer and the Agency acknowledge, agree and represent that this Agreement, including, 9 without limitation, any of the Exhibits, is not a development agreement as described in Sections 10 19-31, Chapter 86-191, Laws of Florida, codified as Sections 163.3220-163.3243, Florida 11 Statutes. 12 13 17.08. Estoppel Certificates. The Developer and the Agency shall at any time and from 14 time to time, upon not less than ten (10) days prior notice by another party hereto, execute, 15 acknowledge and deliver to the other parties a statement in recordable fonn certifying that this 16 Agreement has not been modified and is in full force and effect (or if there have been 1 7 modifications that the said Agreement as modified is in full force and effect and setting forth a 18 notation of such modifications), and that to the knowledge of such party, neither it nor any other 19 party is then in default hereof (or if another party is then in default hereof, stating the nature and 20 details of such default), it being intended that any such statement delivered pursuant to this 21 Section 17.08 may be relied upon by any prospective purchaser, mortgagee, successor, assignee 22 of any mortgage or assignee of the respective interest in the Global Center Project, if any, of any 2 3 party made in accordance with the provisions of this Agreement. 24 25 17.09. Complete Agreement: Amendments. 26 2 7 (a) This Agreement, and all the tenns and provisions contained herein, including 28 without limitation the Exhibits hereto, constitute the full and complete agreement between the 2 9 parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, 30 understandings, representations, correspondence and statements whether written or oral, 31 including the RFP and the Proposal. The Letter Agreement attacbed hereto as Exhibit "I" is 32 incorporated into and made a part of this Agreement and in the event of a conflict, discrepancy or 33 difference between the terms of the Letter Agreement and this Agreement, then the terms of the 34 Letter Agreement shall control. 35 3 6 (b) Any provisions of this Agreement shall be read and applied in para materia with 37 all other provisions hereof. 38 39 (c) This Agreement cannot be changed or revised except by written amendment 40 signed by all parties hereto. 41 42 17.10. Capti~. The article and section headings and captions of this Agreement and the 43 table of contents preceding this Agreement are for convenience and reference only and in no way 44 define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way IMR Global Cenur Project Development Agreement 64 PROPOSED DEVELOPMENT AGREEMENT Bolland & Knight Drart #7A includes Robbins' comments 11:30am rax June 15, 1998 1 affect this Agreement or construe any article, section, subsection, paragraph or provision hereof. 2 3 17.11. Holidays. It is hereby agreed and declared that whenever a notice or perfonnance 4 under the tenns of this Agreement is to be made or given on a Saturday or Sunday or on a legal 5 holiday observed in the City, it shall be postponed to the next following business day. 6 7 17.12. Exhibits. Each Exhibit referred to and attached to this Agreement is an essential 8 part of this Agreement. The Exhibits and any amendments or revisions thereto, even if not 9 physically attached hereto shall be treated as if they are part of this Agreement. 10 11 17.13. No Brokers. The Agency and the Developer hereby represent, agree and 12 acknowledge that no real estate broker or other person is entitled to claim or to be paid a 13 commission as a result of the execution and delivery of this Agreement, including any of the 14 Exhibits, or any proposed improvement, use, disposition, lease, conveyance or acquisition of any 15 or all of the Global Center Site, specifically including the conveyance of the Global Center Site 16 by the Agency to the Developer, except for the Justice Corporation. 17 18 17.14. Not an Agent. During the term of this Agreement, the Developer hereunder shall 19 not be an agent of the City or the Agency, with respect to any and all services to be performed by 20 the Developer (and any of its agents, assigns, or successors) with respect to the Global Center 21 Project, and the Agency is not an agent of the Developer (and any of its agents, assigns, or 22 successors). 23 24 17.15. Memorandum of Development Agreement. The Agency and the Developer agree 25 to execute, in recordable form, on the Effective Date, the short form "Memorandum of 2 6 Agreement for Development and Disposition of Property," the form of which is attached hereto 27 as Exhibit "D," and agree, authorize and hereby direct such Memorandum to be recorded in the 28 public records of PineUas County, Florida, as soon as possible after execution thereof. The 29 Agency shall pay the cost of such recording. 30 31 17.16. Public Purpo~. The parties acknowledge and agree that this Agreement satisfies, 32 fulfills and is pursuant to and for a public purpose and municipal purpose and is in the public 33 interest, and is a proper exercise of the Agency's power and authority under the Act. 34 35 17.17. No General Obligation. In no event shall any obligation of the Agency under this 3 6 Agreement be or constitute a general obligation or indebtedness of the City or the Agency, a 37 pledge of the ad valorem taxing power of the City or the Agency or a general obligation or 38 indebtedness of the City or the Agency within the meaning of the Constitution of the State of 39 Florida or any other applicable laws, but shall be payable solely from legally available revenues 40 and funds. Neither the Developer nor any other party under or beneficiary of this Agreement 4 1 shall ever have the right to compel the exercise of tbe ad valorem taxing power of the City, the 4 2 Agency or any other governmental entity or taxation in any fonn on any real or personal property 43 to pay the Ciry's or tbe Agency's obligations or undertakings hereunder. 44 IMR Global CtnJer Project Development AgreemenJ 65 I , \0. ' . \ ," \. ' . .' ~ " , . , . PROPOSED DEVELOPMENT AGREEMENT Holland' Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 1 17.18. Technical Amendments: Survey Corrections. 2 3 In the event that due to minor inaccuracies contained herein or any Exhibit attached hereto 4 or any other agreement contemplated hereby, or due to changes resulting from technical matters 5 arising during the tenn of this Agreement, the parties agree that amendments to this Agreement 6 required due to such inaccuracies, unforeseen events or circumstances which do not change the 7 substance of this Agreement may be made and incorporated herein. The Chairman of the Agency 8 is authorized to approve such technical amendments on behalf of the Agency, respectively, and is 9 authorized to execute any required instruments, to make and incorporate such amendment to this 1 0 Agreement or any Exhibit attached hereto or any other agreement contemplated hereby. 11 12 17.19. Tenn: Expiration: Certificate. 13 14 (a) If not earlier terminated as provided in Section 13.05, the tenn of this Agreement 15 shall expire and this Agreement shall no longer be of any force and effect (except for those 16 matters which specifically survive such expiration) on the tenth (10th) anniversary of the 1 7 Effective Date. 18 1 9 (b) Upon completion of the term of this Agreement, all parties hereto shall execute 20 the Agreement Expiration Certificate. The Agreement Expiration Certificate shall constitute (and 21 it shall be so provided in the certificate) a conclusive detennination of satisfactory completion of 22 all obligations hereunder and the expiration of this Agreement, ; provided, however, and 2 3 notwithstanding the foregoing provi.sions of this Section 17.19, the following obligations of 2 4 Agency shall survive the expiration of this Agreement and shall remain in full force and effect in 25 accordance with the terms of this Agreement: (i) the obligation of Agency to timely pay the fees, 26 charges and Impact Fees contemplated by Section 3.04(a) hereof with respect to any Subsequent 27 Phases (but excluding any such fees, charges or Impact Fees which relate to Subsequent Excess 28 Phases); (ii) the indemnity obligations of Agency as contained in Section 7.21 and Section 10.02 2 9 hereof; (iii) the environmental remediation obligations of Agency as contained in Section 7.22 30 hereof; (iv) Agency's obligation to use increment revenues attributed to the Global Center Project 31 in the manner set forth in Section 5.09 and Section 7.10(a)(11) hereof; and (v) any other 32 provision of this Agreement which expressly states it survives expiration or t~rmination of this 33 Agreement. 34 35 (c) The Agreement Expiration Certificate shall be in such fonn as will enable it to be 3 6 recorded in the public records of Pinellas County, Florida. Following execution by all of the 37 parties hereto, the Agreement Expiration Certificate shall promptly be recorded by the Developer 38 in the public records of Pinellas County, Florida, and the Developer shall pay the cost of such 3 9 recording. 40 4 1 17.20. Effective Date. Following execution of this Agreement (and such of the Exhibits 4 2 as are contemplated to be executed simultaneously with this Agreement) by the authorized 43 officers of the Agency and by authorized representatives of the Developer following approval 4 4 hereof by the Agency and the Developer and following the approval by the City and the Agency, IMR G/.Qba/ Center Project Development Agreement 66 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 :: . ,_.. '~"" j.' <.-\.00'. ,~,;':" .:: ~.:.".I "" PROPOSED DEVELOPMENT AGREE:ME:N'.r Bolland & Knight: Draft: #7A includes Robbins' ~omments 11:30am fax June 15, 1998 respectively of the Interlocal Agreement, this Agreement (and any executed Exhibits) shall be in full force and effect in accordance with its terms and upon the recording of the Memorandum of Development Agreement as contemplated by Section 17.15 hereof. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals afflxed as of the 18th day of June, 1998. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: , as its Chainnan ArrEST: By: Secretary INFORMATION MANAGEMENT RESOURCES, INC., a Florida corporation (Seal) Attest: By: By: ,as its President Secretary STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of , 1998, by and _, Cbainnan and Secretary, respectively, of Community Redevelopment Agency of the City of Clearwater, Florida, They are personally known to me or have produced valid Florida drivers' licenses as identification. (SEAL) Printed/Typed Name: Notary. Public-State of Florida Commission Number: IMR Global Cerutr Project Devewpment Agreement 67 " '",,,,'" PROPOSED DEVELOPMENT AGRE'EMENT Bolland & Knight Draft #7A includes Robbins' comments 11:30am fax June 15, 1998 1':,11,,10 :':~.:' ff1~~"';;cl;..}" .,,~1.; .i~J'~'.,,, '. ,~.' ,..,_<<o.",..'''t' "~'r~~\:P~1:.~ ,;. ':, ~ 't \ '; , . . . "'. :." ':', . . .. . . 1 2 STATE OF FLORIDA 3 COUNTY OF PINELLAS 4 The foregoing instrument was acknowledged before me this day of 5 , 1998, by , and , 6 and , respectively of Infonnation Management Resources, Inc., a Florida 7 corporation. They are personally known to me or have produced a valid driver's license as 8 identification. 9 10 (SEAL) 11 12 13 Printed/Typed Name: 14 Notary Public-State of Florida 15 Commission Number: 16 17 18 19 ORLI-217541.10\707\39817-6 June 122\707\39817-6 June 15, 1998 IMR GhJbaJ Center Project Development Agreement 68 : , . ...,.....E... .. ":,. ~ f' , EXlJIBIT "c" ST ATE OF FLORIDA ) SPECIAL WARRANTY DEED COUNTY OF PINELLAS ) 1 KNOW ALL MEN BY THESE PRESENTS, that the COMMUNITY REDEVELOPENT 2 . AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate of the State of 3 Florida, as "Grantor," for and in consideration ofTen and 00/100 Dollars ($10.00), and other good 4 and valuable consideration, the rereipt of which is hereby acknowledged, does bargain, sell, convey 5 and grant unto n~ORMATION MANAGEMENT RESOURCES, INC., a Florida corporation, as 6 "Grantee," whose address is 26750 U.S. Highway 19 North, Suite 500, Clearwater, Florida, its 7 successors and assigns forever, the real property, situate, lying and being in Pinellas County, Florida, 8 more particularly described in Exhibit "A-I" attached hereto. 9 Subject to taxes for current year and to valid easements and restrictions of record affecting 10 the property, if any. 1 I TO HA VB AND TO HOLD unto the said Grantee, its successors and assigns forever, and 12 said Grantor warrants and shall defend the title against the lawful claim of all persons claiming by, 13 through, or under it, but against none other. 14 Together with all and singular the tenements, hereditaments and appurtenances thereto 15 belonging or in anywise appertaining. 16 IN WITNESS WHEREOF, the said Commnity Redevelopment Agency of the City of 11 Clearwater, Grantor, has executed these presents, Causing its name to be signed by its Chainnan this 18 day of, 1998. 19 COMMUNITY REDEVELOPMENT AGENCY OF THE 20 CITY OF CLEARWATER 21 A ITEST: 22 23 By: Executive Director Chainnan 24 Witness: 25 C-l L.. !, ~- .~; : '. ,. '" "', ': ','" if'.""';"'"'' .~.,_ ~ ".. ..... . ..;.,~,; :',I......',":,\:;:';;;;1_.~'';:.'?''.:.'i,\~~:;':'~.: . ':. .','" ... ' J Print: 2 3 Print: 4 STATE OF FLORIDA 5 COUNTY OF PINELLAS ,"i. 6 Before the subscriber personally appeared and , 7 personally known to me to be the individuals described by said names, who executed the foregoing 8 instrument, and to be the Chainnan and Executive Director, respectively, of the Community 9 Redevelopment Agency of the City of Clearwater, a body politic and corporate, and acknowledged 10 and declared that they, as Chairman and Executive Director of said agency, and being duly 11 authorized by it, signed its name and affixed the seal hereto and executed the said instrument for 12 it and as its act and deed. 13 Given under my hand and seal this day of 14 NOTARY PUBLIC IS Signature: 16 Print: 17 State of Florida at Large 18 My Commission expires: 19 This instrument prepared by: ORLI-230149.1 \707\39817-6 JWle IS, 1998 C-2 , 1998, .' EXIIIBIT tlD" MEMORANDUM OF DEVELOPl\1ENT AGREEMENT (IMR Global Center Project) I This Memorandum of Agreement for Development and Disposition of Property 2 ("Memorandum") is made this _ day of , 1998, by and between the 3 COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEAR WATER, FLORIDA, 4 a public body corporate and politic of the State of Florida (the "Agency"), and INFORMATION 5 MANAGEMENT RESOURCES, INC., a Florida corporation (the "Developer"). 6 This Memorandum pertains to an Agreement for Development and Disposition of 7 Property (IMR Global Center Project), by and between the Agency and the Developer, dated as of 8 June 18, 1998 (the "Development Agreement"), which provides, among other things, for the sale of 9 property within a project site as described in Exhibit "A" attached hereto and made a part hereof and 10 certain easements (the "Global Center Site") for the development and construction of the 11 Infrastructure Improvements andthe Global Center Project, as same are defined in the Development 12 Agreement. 13 The Development Agreement is incorporated herein and made a part hereof by 14 reference as fully as though it were set forth herein in its entirety. It is the intention of the parties 15 to hereby ratify, approve and confinn the Development Agreement as a matter of public notice and 16 record. Nothing herein shall in any way affect ot modifY the Development Agreement, nor shall the 17 provisions of this Memorandum be used to interpret the Development Agreement. In the event of 18 conflict between the tenns of this document and those contained in the Development Agreement, 19 the teons in the Development Agreement shall control. 20 A copy of the fully...executed Development Agreement is on file with the City Clerk, 21 City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Cleanvater, Florida, which 22 is available for review and copying by the public. 23 IN WITNESS WHEREOF, the parties hereto have set their hands and their respective 24 seals affixed as of the _ day of June, ] 998. 25 COMMUNITY REDEVEWPMENT AGENCY 26 OF THE CITY OF CLEARW A TER, FWRIDA 21 28 By: ,as D...l ",'. ";. 'I "."'. C, 1 Its Chainnan 2 (SEAL) 3 ATTEST: 4 By: 5 1~ 6 Its: Executive Director 7 8 INFORMA TION MANAGEMENT RESOURCES, . INC. 9 By: 10 ,as ] ] Its , , 12 (SEAL) , J 13 A TIEST: 14 15 16 By: , as Its: Secretary D-2 < ..' , .....".__,.....',"._~~k-:'.'.)...,~,:..;.-:.,. .~C '"'l"" "~h' ,,'..,...... . . ] STATE OF FLORIDA 2 COUNTY OF PlNELLAS 3 The foregoing instrument was acknowledged before me this day of June, 1998, 4 by , Chainnan of the Community Redevelopment Agency of the City of 5 Clearwater, a body corporate and politic of the State of Florida, on behalf of the Agency. He is 6 personally known to me or has produced a valid driver's license as identification. 7 (SEAL) 8 9 Printedffyped Name: 10 Notary Public-State of Florida 1 t Commission Number: ] 2 STATE OF FLORIDA J 3 COUNTY OF Escambia 14 The foregoing instrument was acknowledged before me this day of June, 1998, 15 by of Aragon Group at Pensacola, Inc., a Florida corporation, on behalf of the 16 corporation. He is personally known to me or has produced a valid driver's license as identification. 17 (SEAL) 18 19 PrintedJTyped Name: 20 Notary Public-State of Florida 21 Commission Number: ORLl.230146.1\707\39817.6 June 15. 1998 D-3 .~ EXHIBIT "F" INFRASTRUCTURE IMPROVEMENTS COMPLETION CERTIFICA TE (IMR Global Center Projectl 1 This Infrastructure Improvements Completion Certificate ("Certificate") is made this 2 _ day of , _, by and between the COMMUNITY REDEVELOPMENT 3 AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of 4 the State of Florida (the "Agency"), and INFORMATION MANAGEMENT RESOURCES, INC., 5 a Florida corporation (the "Developer"). 6 This Certificate pertains to an Agreement for Development and Disposition of 7 Property (111R Global Center Project), by and between the Agency and the Developer, dated as of 8 June 18, 1998 (the "Development Agreement"), which provides, among other things, for the sale of 9 property within a project site as described in Exhibit "A" attached hereto and made a part hereof and 10 certain easements (the "Global Center Site") for the development and construction of the 11 Infrastructure Improvements and the Global Center Project, as same are defined in the Development 12 Agreement. 13 As provided in Section 5.05 of the Development Agreement, the construction and 14 installation of the Infrastructure Improvements have been completed substantiaIIy in accordance IS with the requirements of the Development Agreement and such improvements arc substantially 16 complete. The parties hereto acknowledge and agree that such Infrastructure Improvements have 17 been so completed and have executed this Certificate as conclusive determination of such 18 completion and satisfaction of the Agency's obligation under the Development Agreement to 19 construct and install the Infrastructure Improvements. 20 A copy of the fuIIy-executed Development Agreement is on file with the City Clerk, 21 City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Flori~ which 22 is available for review and copying by the public. A copy of the Infrastructure Improvements Plans 23 and Specifications is on file with the City Engineer, City of Clearwater, Florida, located at City Hall, 24 112 S. Osceola Avenue, Clearwater, Florida, which is available for review and copying by the 25 public. 26 IN WITNESS WHEREOF, the parries hereto have set thejr hands and their respective 27 seals affixed as of the _ day of , _' 28 COMMUNITY REDEVELOPMENT AGENCY 29 OF THE CITY OF CLEARWATER, FLORIDA F-l h" .,., ,.~.,' ".,." ""~ 'it '..n .,. "~,,,,"".n"'i'r".<!,:~:,f:,>~"~'."'~:'. :~.'..~, ~"<'~:i' ", I 2 3 By: , as Its Chainnan 4 (SEAL) 5 A TrEST: 6 By: 7 )~ 8 Its: Executive Director 9 10 INFORMA nON MANAGEMENT RESOURCES, INC. 1 1 12 13 By: ) as Its 14 (SEAL) 15 A lTEST: 16 17 18 By: ,~ Its: Secretary F-2 > , _r""'>" .~~";..,,.;~::::1~";:.>t...~~.~" .~.:~!;" " ) STATE OF FLORJDA 2 COUNTY OF PINELLAS 3 The foregoing instrument was acknowledged before me this day of , 4 by , Chairman of the Community Redevelopment Agency of the City 5 of Clearwater, a public body corporate and politic of the State of Florida, on behalf of the Agency. 6 He is personally known to me or has produced a valid driver's license as identification. 7 (SEAL) 8 9 Printedffyped Name: 10 Notary Public-State of Florida It Commission Number: ] 2 STATE OF FLORIDA 13 COUNTY OF PINELLAS 14 The foregoing instrument was acknowledged before me this day of , IS _, by of Information Management Resources, Inc., a Florida corporation, 16 on behalf of the corporation. He is personally known to me or has produced a valid driver's license 17 as identification. 18 (SEAL) 19 20 Printedlfyped Name: 21 Notary Public-State of Florida 22 Commission Number: ORLI-2301S0.1 \707\39817-6 June IS. 1998 F-3 . , EXHIBIT "G" AGREEMENT EXPIRATION CERTIFICATE (IMR Global Center Project) 1 This Agreement Expiration Certificate ("Certificate") is made this _ day of 2 , , by and between the COMMUNITY REDEVELOPMENT AGENCY OF 3 THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of 4 Florida (the "Agency"), and lNFORMA TION MANAGEMENT RESOURCES, INC., a Florida S corporation (the "Developer"). 6 This Certificate pertains to an Agreement for Development and Disposition of 7 Property (IMR Global Center Project)~ by and benveen the Agency arid the Developer, dated as of 8 June 18, 1998 (the "Development Agreement"), which provides, among other things, for the sale of 9 property within a project site as described in Exhibit "A" at1ached hereto and made a part hereof and 10 certain easements (the "Global Center Site") for the development and construction of the II Infrastructure Improvements and the Global Center Project, as same are defined in the Development 12 Agreement. 13 The Development Agreement has expired in accordance with its own tenns as of 14 ~ ,and is no longer of any force or effect. This Certificate has been executed 15 by the parties to the Development Agreement as provided in Section 17.19 thereof and constitutes 16 a conclusive detennination of satisfactory completion of all obligations under such Agreement and 17 that the Development Agreement has ex pi red, 18 A copy of the fully-executed Development Agreement is on file with the City Cleric, 19 City ofClearwaterJ Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which 20 is available for review and copying by the public. 21 IN WITNESS WHEREOF, the parties hereto have set their hands and their respective 22 seals affixed as of the _ day of , _' 23 COMMUNITY REDEVEWPMENT AGENCY 24 OF THE CITY OF CLEARWATER, FLORIDA 2S 26 27 By: ,as Its Chainnan 0..1 Ji~ . ,", -.;. ''''', ~ ''',~. . . , ..."'.UW......d~:..."~:.t.t:;r.-:~""/:~. ~~;;'.;~.. ,',' " ~:-',..::..~~>;o.:..:... ".'~"~ .;, ." ''-'.' I (SEAL) 2 ATTEST: 3 By: 4 ,~ 5 Its: Executive Director 6 7 8 '9 10 11 (SEAL) 12 ATTEST: 13 14 15 By: ,as Its: Secretary INFORMATION MANAGEMENT RESOURCES, INC. By: tas Its 0-2 <" _ .~. ....'':1' .;....,:<.,~ ; ~ i': ~'::~:, ':-.': ". ~fr .~r:!: ':~'>." 1 ST ATE OF FLORIDA 2 COUNTY OF PINELLAS 3 The foregoing instrument was acknowledged before me this day of , 4 by , Chairman of the Community Redevelopment Agency of the City 5 of Clearwater, a public body corporate and politic of the State of Florida, on behalf of the Agency. 6 He is personally known to me or has produced a valid driver's license as identification. 7 (SEAL) 8 9 Printedffyped Name: 10 Notary Public-State of Florida 11 Commission Number: 12 STATE OF FLORIDA 13 COUNTY OF PINELLAS 14 The foregoing instrwnent was acknowledged before me this day of , 15 _, by of Information Management Resources, Inc., a Florida corporation, 16 . on behalfofthe corporation He is personally known to me or has produced a valid driver's license 17 as identification. 18 (SEAL) 19 20 Printedffyped Name: 21 Notary Public-State of Florida 22 Commission Nwnber: ORLI-230148.1\707\39817-6 JlD1e 15, 1998 G-3 ,. " ' . . ~ . ,. I.' '" . \ ^ \ ,- . \...~ '~j I . ;>' I . I " . \. , I ;. . 1\.. ;. I' " .,(..--' . 1 .L- \" \ r .' '. ',' :'.~' . I . I ",'j' . ~/I":.' "', ':~ .,: ~ '. .- _, '.~ , ,. "",'" ",:, " ',<:. '\ :.,.,",. ,\\\,>\:'~: ", . ,','. ' . . ", . , I" , . / ,I ,. . '.,..' " , /.... ., /":' /., _' " ,~, .' ." ..~' \', ' ',' ,~ . " ' :','.." \.' ,. ,,", :\,. . \1' ,/ <; . I 1/' . '-... I, , ' - .' . 'I . r 'l \. \ , . \ p' J\...t- ,'" \ ..'" I ..I., . " . I '. I / ~ .. __' . , .. EXHIBIT "u" AGREEMENT TERMINATION CERTIFICATE (11\fR Global Center Project) I This Agreement Termination Certificate ("Certificate") is made this _ day of 2 t ----J by and betv..'een the COMMUNITY REDEVELOPMENT AGENCY OF 3 THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of 4 Florida (the "Agency"), and rNFORMA TION MANAGEMENT RESOURCES) INC., a Florida 5 corporation (the "Developer"). 6 This Certificate pertains to an Agreement for Development and Disposition of 7 Property (IMR Global Center Project), by and between the Agency and the Developer, dated as of 8 June 18, 1998 (the "Development Agreement"), which provides, among other things, for the sale of 9 property withina project site as described in Exhibit "A" attached hereto and made a part hereof and 10 certain easements (the "Global Center Sitett) for the development and construction of the 11 Infrastructure Improvements and the Global Center Project, as same are defined in the Development 12 Agreement. 13 The Development Agreement has tenninated in accordance with its own tenns as 14 provided in Section 13.05 thereof as of _-' , and is no longer of any force or 15 effect except for those provisions which expressly survive tennination. This Certificate has been 16 executed by the parties to the Development Agreement as provided in Section 13.06 thereof and 17 constitutes a conclusive determination that the Development Agreement has been terminated, the 18 rights, duties and obligations of the parties hereto have been tenninated and released (subject to 19 those surviving provisions) and the Global Center Site is no longer subject to any restrictions, 20 limitation or encumbrances imposed by the Development Agreement. 21 A copy of the fully-executed Development Agreement is on file with the City Clerk, 22 City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which 23 is available for review and copying by the public. 24 IN WIlNESS WHEREOF, the parties hereto have set their hands and their respective 25 seals affixed as of the _ day of , _' 26 COMMUNITY REDEVELOPMENT AGENCY 27 OF THE CITY OF CLEARWATER, FLORIDA 28 By: H-l ... \ . \ ., ," . ... I \' ' 1 \) \ .1'"' , I ,\' I I I , .,-....'.,.;......t> . _. . .''-'J..... ,.z' ,. '. ,:. 1 2 , as Its Chairman 3 (SEAL) 4 A TIEST: 5 By: 6 ,as 7 Its: Executive Director 8 9 INFORMA nON MANAGEMENT RESOURCES, INC. 10 ] 1 12 By: ,as Its 13 (SEAL) 14 A ITEST: IS By: 16 ,as 17 Its: Secretary H-2 . I' . I ' ' . \' , '-" '\ I' - f' . , I \' .. ..'I' ~. -, I" I ,." ,~. oi /\ t . " . . \. / '" -,'. . , . ' ,'. , ' I \" I J -' ..: \ . \ .:.. I"':'" ... 'I,.. '\: ,r "., I .) -; - , ....' ~ , . \' \' '. " . \ I' . . \ . I, . , , .. ,I , ~t I I . . . ;\. ,1,/ \ . " 1> \' I \"',' \" .' ", \. \ Ii' . \ ' '::( '\, ' " , , : .' .' / r \ .. , / . . . I , \ '/ /,,: . " . , '. ). ' ,." ' , I,. ,,_I ",., '/1>;:' \' ',I \ ,'. .~'\ ".~, ./'/ " "",. 1,+' ;/". ,'", / , "I. \ \,\ \ "',' " . . / 'v. \ ,';,,' . " ,-i'. . :....\ . ',/ ,',," ".! , .. \ .' II'''''''' ,.: . , ~ . 1)' " ' ,'..' , "', " ~ _ ,",,' .,' , . .' , .1 I" I . . I v ,~ \. ,- ,: I .., I, ,/ , . ' ' .. ," ,.........; ".", ,47'" 1 STATE OF FLORIDA 2 COUNTY OF PINELLAS 3 The foregoing instrument was acknowledged before me this day of , 4 by , Chairman of the Community Redeveropment Agency of the City 5 of Clearwater, a public body corporate and politic of the State of Florida, on behalf of the Agency. 6 He is personally known to me or has produced a valid driver's license as identification. 7 (SEAL) 8 9 Printedffyped Name: 10 Notary Public-State of Florida 11 Commission Number: 12 STATE OF FLORIDA 13 COUNTY OF PINELLAS 14 The foregoing instrument was acknowledged before me this day of , 15 _" by of Information Management Resources, Inc., a Florida corporation, 16 on behalf of the corporation. He is personally known to me or has produced a valid driver's license 17 as identification. 18 (SEAL) 19 20 Printedlfyped Name: 21 Notary Public-State of Florida 22 Commission Number: ORLI-230147.1\707\39817-6 June IS, 1998 H-3 , ,\\ ... ')4/ " . . ~~ \.. ,/ ~ ' , , . .. '1/'1 I - . '" '/~ / j . \ I . ". \, " , ' . ,J' ./.. r ~ ", \ / " \ '~) /.' . ' , ,'",. \ , ~.\" ,". ~,,', ' \". ,: - (:\.~ I '/,' \'1 ,';rl'~\-" ~1 :. . ',".. .~ ,_" ,.' , :" ~ :.I~' '.,' '\' ':' ,,"Y,' ,II . / I /', '. 1 '\. I"., I '1 " '" I ..., ' ". , . '\,,, I, I" \ ~ '. 'I \. " . . , > . .' /. ,'. ,.. .., .1 ' ),. " \ ' . I, . , . t. , " , . .". . , .' \ . . I " . '.' _ ~.'I "'lI'-~ . ',1 I ,; /; I,,' '1,....1 ,','-, ", :' "~'~'I:' ".,._.....::~_.:',' '.","'- .', / \ ' ,I' I ,,' .., ,...'. ,; ,,' . '.. / . ",...... ,\ ,'~ :. '.', - " I, '.. r: . Clearwater Community Redevelopment Agency (CRA) Agenda Cover Memorandum Worksession Item #: db Final Agenda Item # Meeting Date: Jd$ SUBJECT/RECOMMENDA TION: Approve the Interlocal Agreement for the IMR Global Center Project between the CRA of the City of Clearwater & the City of Clearwater. r&I and that the appropriate officials be authorized to execute same. SUMMARY: · The Agreement for Development and Disposition of Property (IMR Global Center Project) between the CRA of the City of Clearwater and Information Management Resources, Inc. has been negotiated. · The eRA agrees to sell to IMR the 14.3-acre site, minus 23 feet on the West Side of the property for approximately $1.5 million. · IMR proposes to building 150,000 to 180,000 square feet of headquarters, R&D and training facilities in three buildings. · The Interlocal Agreement for the IMR Global Center Project will facilitate the implementation of the Developmerit Ag reement. Reviewed by:A II A. Legal lU. Budget Info Srvc Public Works NA NA Originatin!:lDept: CRA ~ User Dept.- Costs Total Funding Source: NA Purchasing NA Risk Mgmt NA DCM/ACM Other Current FY YES CI OP Other Attachments Interlocal Agreement Submitted by: City Manager o Printetd on recycled paper o None Appropriation Code: Rev. 2/98 / . ':;~'.. .' / / ';' ',' ,I . ", " ' .'. '''" t. \ " \ .,' . I\! \' ), /I,,' : "~ \-1 ( \., \ \ ..,'., r ,'" '. ' " . I \ / " .;- J \ . 11 ,t;'., " -: :. ~ ~ f' . / ~' ~ . , I ,:\.1 .\ ~. ~ \ ' I \ ..... . . I' '"",~'", ',I,," '.. , '- "~'I " "\', .,.\ ':' .,' .: ,'~, . > ;':\,1. ,\. /\.1 /'( V",:, ./.."":. \ :', . I ... . r . / / \., " 'I' \. / "." , ...' " ., " \/ ' '/' I /.. /./, \." " , " "..' ~ \. /\ / I I . \ '.'/';' t. . I ,\,{. '. \. -\ ," .,. " . \,.\ ." ,/. j> , ,',' < I ,/.. ','\/',;u" '....\. ..... ,. ....'1 ./' 1 .", .,.' .. ,"....... ',',', ,\ I "/A.\ I ".. . ,1 ,~. . I '\. '.. ... '. . ,. " ....., J / \ . \ " '''", ," /~, .', ; ~"'" ", // . . /' y " '1 '\' '1 .' . t'M /~\:.'." I. ;,' /. .',,: ,,1.04.\.," ,I. I'. v" I, ". ," ,; .,' ".' \ ',. \' ,1, ' ( , .-1 ,.\ /1'/ ..>jt., '1\ /\ I.~ . ./1 "r-' . . ,,-' \~~. ,_ ,'"- ,1.:\.1.. " ... .' :. /' \. ~. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 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 CI1Y OF CLEARWATER, FLORlDA, a public body corporate and politic of the State of Florida (the "Agency"), and the CITY OF CLEARWATER, RORIDA, a Florida municipal corporation (the "City"). WITNESSETH: 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 resrective powers, resources and capabilities by enabling them to cooperate on the basis 0 mutual advantage and thereby to provide the property, facilities and services provided for in tl1is Agreelnent in the manner that will best accord with the existing and anticipated resources available to each of them and with geograJ;hic, 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 n1ay 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 redevelo~ment plan for the redevelopment, rehabilitation and improvement of the comm.uruty 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 such means and manner as will promote the rehabilitation and reClevelopment 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, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT June 15, 1998 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 headquarters office project 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 tfie 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 convey all of the City Property (as hereinafter defined) to the Agency for resale of a part of the Project Site to IMR for development of the Global Center Project thereon and 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 making the Project Site available to the Agency for sale to 11v1R and 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 acguisition, construction, equipping and use of the Project complies with and will furilier 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 financing, pledge all the security and take actions requLred, 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 pennitting units of local government to, among other thirigs, provide from their revenues, assets and other resources the financial and other support for the purposes set forth in interIocaI 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 lnethod to pay certain costs of the Project, in order to further the purposes stated herein; and VVHEREAS, the City and the Agency reco~e the special and unique role of the Agency in making the Project possible, including the Agency entering into the 2 2 ; \ '. },: ." ',:,( , . ',:, . \f.' .. '; '.' ,,' \i;~31~ ~ :,~~ ': ~... .... ,.',' .';,' :",~:~ >:,;:~? ~ >\ . .,'\"';: : /::j:,: ':,i~f';,:;,~1::::? ~~ ;,'?".:,'L, , " l! r I; I \ J, . ' \, I '\ ' f' . , -:.; /' I " I / . 1 2 3 4 5 6 7 8 9 10 11 . 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT June 15, 1998 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 1 AUTHORI1Y 1.1 Authority. This Agreement is entered into pw'suant 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 Au~st 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 lnterlocal A8!eement 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 "_." (5) "Area" means the area located within the corporate limits of the City having 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 3 3 / .f. , . . I ~\, ,'. '.... l' .." ,'", " .... .". .. \" I' \. . " \ " / \ ' 111. \ '._ . ,.c ., -' .,. \ I;>. ,_., /." r " 1'/ .. \ . / I I . _ " ! \",'' ",'I. ,;. '}, \ . " I, \",:'~ -'1/.,' \ I I ~ 1,: ,/ \', I.,' ~ ,',' '-;.\,! :....,./,.,'",. .~ ','/ " ,';', . , . '. .j ':( I " '.1' 1,/ . .,. ., . 1) , . \, ' ".' : . . ! I .. . ~ ' .. . '. . . .,' i' ., " \. ,.;t, " ,,-f' ,'/ ',.' / . \ ( , ..,-. .. . . . / ' . '. ,. /_ 'r ~ I ' . , . J . 7' "" \ . . /.! ". / ' '.' " \ . \ I ,-" , , . .1 ,\' \:. . .' . , .. ~ . \.' .Y . " ',. \ / ..' '. . I": ?' -. II' \' I.' '. I"~'/ "'f;'~ \./ \'/0. -,' ,", ',', I' \ /" -,;-.... .".""~ .' ,'I." / I . I I ,',' . r ~.. . /. \ .... , ,.. I . .' . . " : I ~\..I or' -. \, /' \ ""," .'" ~..... 1 ., " I ... .... \ ,'.' . .'... . \,' J ' ...... ., 0 I '\' '''. , .. . ' , 0' \ ' ',' . ,,'.,.', . ~ ' , 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT June 15, 1998 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) "City Propertyll means that part of the Project Site consisting of approxrmately _ acres oV\rned by the City as of the Effective Date. (11) lIConveyance Date" means the date established as provided in Section 6.3 hereof when title to the City Property is conveyed by the City to the Agency. (12) nOosing Datell 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. (13) "Developer" means Information Management Resources, Inc., a Florida for- profit corporation, and its successors or assigns. (14) "Development Agreementll 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 developlnent, 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. (15) "Effective Datell means the date on which this Agreement becomes effective as provided in Section 11.12 hereof. . (16) "Expiration Datell 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 fiereof. (17) "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, conunission or council thereto. (18) "Global Center Project" means the project proposed to be developed on the Global Center Project Site consisting of corporate headquarters and professional office 4 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 \ t . ~ . ' ,II' \ \ ' . " '. \ I J \ , t I ". ., I 'j , . - '\' I,' " / I , . I " ",' .' I HOLLAND & KNIGHT LLP DRAFT June 15, 1998 space and parking. (19) "Plan" means the community redevelopment plan for the Area, including the Project Site, as adopted by the City Commission on I 19..J by enactment of its Resolution No. 15-84, and including any amendments to the Plan. (20) "Project" means, collectively, the Infrastructure Improvements and the Global Center Project and any other components, structures, improvements, activities within the Project Site or appurtenant iliereto, all as provided in the Development Agreement. (21) "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 Globcil Center Project. (22) "Project Site" means the approximatelr 14.3-acre parcel of real property located in the Area, including the City Property, al as more particularly described in Exhibit "_.11 (23) "Proposal" means the proposal for redevelopment of the Project Site, dated January 5, 1998, submitted by the Developer to the Agency. (24) "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 stonnwater 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. (25) "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 Exfiibit "_." (26) "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. (27) "Infrastructure Improvements Plans and Specifications II means the plans and specifications pertaining to the Infrastructure Improvements, including the schedule 5 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT June 15, 1998 for undertakinb' ~nd c0~pkt~1\~ fluch improvements and the sequencing of the work. (28) "Purchase Price" means the total amount to be paid by the Agency, or caused by the Agency, to be paid for the City Property. (29) "Request for Proposals" or "RFP" means the Request for Proposal published by the A!7ency on December 6, 1997, soliciting proposals from persons interested in redevelopmg the Project Site in accordance with the Act and the Plan. (30) "Site Plan" means the depiction and description of the Global Center Project on the Global Center Project Site as provided in the Development Agreement. (31) "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. (32) "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 nun1.ber, and the word "person" Shan include corporations and associations, incfuding public bodies, as well as natural persons. "Herein," "hereby," "hereunder," "hereof," "liereinbefore," "hereinafter" and other equivalent words refer to this Agreement and not solelr to the particular portion thereof in which any such word is used. TIle words "party' or "parties" when referring to the initial signatory parties to this Agreelnent 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 A~eement Definitions Incorporated. Any initially capitalized term or phrase in . s 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. 6 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2.9 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 'y '/ f I I ~. . ., I \ , " I I I I 1\\ i .! / /1 J I I ,,'," " ... ... \ f \ ~ I~ \ I /' \. \ I \, I' HOLLAND & KNIGHT LLP DRAFT . June 15, 1998 AR:1CLE 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 Ci~. 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 necess~ to cause the redevelopment of the Project Site so it will be a significant headquarters 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 po'w'ers under the Act, and the Agency has solicited proposals from pnvate 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, advancine; the economic prosperity, the public health and general weUare 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 the corporate limits of tIle City. 7 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 1B 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 . I, I ' . I,'. '" ~ ',l! .' II ^ I ' J ,,\ I . .' \' 1. . 1. ,\ , ,. HOLLAND & KNIGHT LLP DRAFT June 15, 1998 (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 t}-le 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 lor the purpose of the Agency then causing the construction and installation of the Infrastructure Improvements and conveying tlie 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 develo:pment 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 necessary for development of the Project. 8 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT Tune 15,1998 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 ilie 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 ~epresentative that such person has the requisite authority to give tne 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 of Project. (1) The Agency published a Request for Proposals from private persons interested in redevefoping the Project Site in accordance with the Plan. The Agency received the Proposal from the Developer, accepted it, and entered into the Development Agreement witfi the Developer, which sets forth the respective rights, duties and obligations of the parties thereto. (2) The parties to this Agreelnent 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 4.1 Zoning. 9 9 . ,..- ---<IIl:ld...... "'\.. , I .' , I. ,. I ..' . ' ", ' " ' "I ,/ " \ J, .", \ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT June 15, 1998 On the Effective Date, the zoninp classification for the Project Site is Urban Core (East Corridor), abbreviated as "UC(E).I 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, obli~ations, responsibilities and covenants under this Agreement shall not affect the City's nghts, 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 re~latory approvals except through its established processes and in accordance with applicable provisions of law. 4.4 Concurrency:. The parties hereto recognize and acknowledge that Florida law (specifically, Part II, Chapter 163, Florida Statutes, and Rule 9J-5, Florida Administrative Code, collectively the "Growth Management Acttl) impose restrictions on development if adequate public improvements are not available concurrently with that developnlent 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. 10 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT June 15, 1998 4.5 Permits. (1) 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 appfications, al'plying for and obtaining such permits, and the Agency shall payor cause to be waived the paynlent 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. 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 "_./' 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 preli~ 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. 5.2 Preparation of Global Center Plans and Specifications. (1) As provided in the Development Agreement, the Developer shall prepare, or cause 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 Developlnent 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 11 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT June 15,1998 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, ana 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 a~ee the Project Profes- sionals are not, individually or collectively, agents or representatives, either expressed or implied, of the City or the Agency. 5.3 Review of Global Center Project 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 (or 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 faitli review and act upon the Global Center Plans and Specifications when received from the Developer. TIle City covenants and a~ees 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 ror each part of the Global Center Project when the requirements for such pennits have been satisfied by the Developer. 5.4 Coordination with City Review. 111e 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 of Infrastructure Improvements Plans and Specifications. The Agency shall be responsible for the ~reparation of the Infrastructure Improvements Plans and Specifications. The Agency shall submit theJreliminary Public Improvements Plans and Specifications to the Developer for review an comment prior to completion of such Public Improvements Plans and Specifications. ARTICLE 6 PROJECT SITE 6.1 Ownership of the Project Site. As of the Effective Date the City is the owner of all of the City Property. . 6.2 Title Conditions. The City covenants and a~ees with the Agency to obtain and maintain good and insurable title to all of the CIty Property and to tal<e such reasonable actions as are necessary to clear any title conditions or defects which prevent 12 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT Ju.ne 15,1998 the City from having good and insurable title. 6.3 Conveyance to the Agency:. The City awees upon notice received from the Agency to convey the City Property to the Agency on the Conveyance Date. 6.4 Notice of Intention to Purchase. The Agency shall give notice to the City of its intention to acquire the Project Site in the manner for giving notices set forth in Section 11.9 and shall be given to the City as soon as possible upon tne Agency being notified by the Developer that it is prepared to proceed with the conveyance of the Global Center Project Site by the Agency to the Developer as provided in the Development Agreement. The Agency shall notify the City as to when the Conveyance Date shall be so that the Agency will be the owner of the Global Center Project Site prior to the conveyance of the Gfobal Center Project Site to the Developer as provided in the Development Agreement. ARTICLE 7 INFRASTRUCTURE IMPROVEMENTS; GLOBAL CENTER PROJECT 7.1 Infrastructure Improvements. The Agency is required by the Development Agreement to plan, construct, install, eguip and complete the Infrastruchrre Improvements or cause other(s), including the City, to plan, construct, install, equip and complete the Infrastructure Improvements so that the Infrastructure Improven1ents are substantially complete in substantial accordance with the Infrastructure Improvements Plans and Specifications no later than the Infrastructure Project Completion Date. The Agency has agreed to coordinate the planning, design and construction and installation of the Infrastructure hnprovements with the Global Center Project being planned, designed, constructed and installed by the Developer. 7.2 Infrastructure Improvements 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 suIficient amounts to pay the costs of the Infrastructure Improvements and to have such funds available when needed to pay such costs. (2) In no event shall the obligations either express or imflied, of the Agency under the provisions of this Agreement to pay the costs 0 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. 13 13 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT June 15, 1998 The Developer, any Global Center Project 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. Nothing herein shall be deelned 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 cOlnpletion. 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 by the Infrastructure Improvements Completion Date. (3) The City will keep the Agency apprised as to the status of the design and construction of the Irifrastructure Improvements and will promptly notify the Agency if there are any delays during the course of design or construction which could affect the Infrastructure Improvements Completion Date. (4) The City Engineer will oversee, supelvise and coordinate the bidding and awarding of the City's contracts for design and construction services pertaining to the Infrastructure Improve.ments 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 by the Infrastructure Improvements Completion Date and will coordinate the design and consbuction 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 Project. (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 14 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 1lOLLAND & KNIGHTLLP DRAFT June 15, 1998 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 contemporaneously with the completion of the Infrastructure Improvements. 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, sheil.! 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 PineIlas 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 Completion Certificate. (1) 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 Glooal 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. 15 15 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT June 15, 1998 7.7 Infrastructure Project 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, the parties shall coorcrate with one another and with the Developer to coordinate and develop the timing 0 construction milestones for all of the Infrastructure Project so that each component is full}' integJ;ated 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 Delay. (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 para~raph (2) as an event of "Unavoidable Delay" shall be excused in the manner provided m 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 16 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 17 17 " 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNICmLLP DRAFT Tune 15, 1998 ARTICLE 8 REPRESENTATIONS AND WARRANTIES 8.1 Representations and Warranties of the Agency. TIle 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 carryon its business as now conducted and to perform its obligations under this Agreement and each document contemplated hereunder to whicb it is or will be a party. (2) This A~eement 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 tenns 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 bindin~ 011 the Agency, or (C) contravenes or results in any breach of, aefault under or result 111 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 A~eement, to which the Agency is or will be a p~ 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' ri~hts generally and subject to usual equitable principles in the event equitable remedies are mvofved. (4) There are no pending or, to the knovvledge of the Agency, threatened actions or 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, 18 18 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 . HOLLAND & KNIGHT LLP DRAFT JUlie 15, 1998 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 ~ach document contemplated hereunder to whicb it is or will be a party. (2) This Agreement and each document contemplated hereby to which the City is or will be a :earty 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 ditty obtained, (b) contravenes any existing law, judgment, governmental rule, regtIlation 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 outstandi.tlg 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 ~enerally and subject to usual equitable principles in the event equitable remedies are mvolved. ~~ There are no pending or, to the knowledge of the City, threatened actions or Erocee . gs 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. (5) This Agreement does not violate any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will be applicable to the City. 19 19 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT June 15, 1998 ARTICLE 9 INDEMNIFICATION 9.1 Indemnification by the Agency. (1) In consideration of the City conveying the City Property to the Agency as provided herein, and other valuable consideration, to the extent permitted by law, the Agency shall pay, indemnify and save harmless the City, its agents, gt!ests, 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 empfoyees, 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 t.he 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 A~ency 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 tbe City, its agents or employees. (2) This Section 9.1 shall not be deemed or construed to provide any indem.rU1ication 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 Agreelnent to the contrary. ARTICLE 10 DEFAULT; TERMINATION 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 adjuaicated a bankrupt or insolvent, or shall file a 20 20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT June 15, 1998 petition seeking any reorganization, arrangement, composition, readjustment, liquidation, oissolution or similar relief under anr present or future statute, law or regulation of shall file an answer admitting, or shall fai reasonably to contest, the material allegations of a petition filed against it in any such proceedin~ 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, readjusbnent, liquidation, dissolution or similar relief under any :present or Future statute, law or regulation, such proceeding shall not have been disffilssed, or if, within sixty (60) days after the appointment \vithout 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 defauft has not been cured, the City may at its election, either seek to enforce the terms of this Agreement or terminate this Agreelnent in which case all rights of the Agency hereunaer shall cease, unless before such date specified all other defaults hereunder at that time existing shall have been remedied. 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 Agree.ment upon the occurrence of the following: (a) the City shan fail to perform or comply with any' material provision of this Agreement, specifically including, but not limited to, the faIlure to convey the City Properry 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 Agency, and upon expiration of such thirty (30) day notice period, if such event of default has not been cured, the Agency may at its election, either seek to enforce the terms of the Agreement or terminate this Agreement in which case all rights, duties and obligations of the City hereunder shall cease, unless before such date specified all other defaults hereunder at that time existing shall have been remedied. 10.3 Obligations, Rights and Remedies Exclusive. The rights and remedies 21 21 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 2S 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFf June 15, 1998 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 A~ency 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 ilie Agency or the City may have, and shall not be deemed a waiver of a subsequent defauft or nonperformance of such term, covenant, condition or provision. 10.5 Effect of Termination. (1) Upon the occurrence of an event described in Sections 10.1 or 10.2 hereof and receipt by either party of the election by the other to terminate this Agreement pursuant to either Section 10.1 or 10.2 hereof, then this A~eement shall tenninate and all obligations of the parties hereto shall then cease and be released and no longer be of any force and effect, except as otherwise specifically provided herein. (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 oillen-vise, 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 kinCi 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 ot the City or the Agency in connection with this A~eement 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 for any reason 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 tenninate this A~eement, which certificate shall expressly state that this Agreement has been termmated 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 paid by the party electing to tenninate. 22 22 . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHT LLP DRAFT June 15, 1998 10.7 Termination Upon Development Agreement Termination. Upon the Development Agreement being terminated in accordance with its terms, then this Agreement shall be terminated thirty (30) days after the effective date of the termination of the Development Agreement. 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 Oerk of the Circuit Court of PinelIas County, Florida, pursuant to Section 163.01(11), Florida Statutes. 11.2 A~eenlent Constitutes Contract. The Agency and the City acknowled!?e that the parties ere to will rely on the pledges, covenants and obligations created herem for the benefit of the parties hereto, and this Agreement shall De deemed to be and constitute a contract between the Agency and the City as of the Effective Date. 11.3 Assi~ent. 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 relnaining 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 be governed 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. 23 23 ._ -A, - ..- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 f5 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 HOLLAND & KNIGHf LLP DRAFT June 15, 1998 . (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 neiilier 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 Agreenlent 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, l'equest 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 To the City, addressed to Community Redevelopment Agency of the City of Oearwater, Florida 112 S. CY':'ceola Avenue Clearwater, FL Attention: Executive Director City of Clearwater, Florida 1125. Osceola Avenue Clearwater, FL Attention: City Manager 24 24 , '", l' .' " ~. ~ f- " l . i 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 HOLLAND & KNIGHT LLP DRAIT June 15, 1998 11.10 Execution of Agreement. 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 Oerk, 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 Agr:eement as provided in Section 11.11 hereof, his or her signature shall nevertheless be valid and sufficient for all puryoses. This Agreement shall bear the signature of, or may be si~ed by, such mdlviduals as at the actual time of the execution of this Agreement shall be the proper and dulr empovvered officer to sign this Agreement and this Agreen1ent shall be deemed to have been duly and properly executed even though on the Effective Date any such individual Inay not hold such office. 11.11 Filing With Circuit .Court Clerk. The City Oerk 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 filin~ with the Oerk of the Circuit Court of PinelIas 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 OF THE CITY OF CLEARWATER, FLORIDA (SEAL) ATTFST: By: Executive Director Chairman 25 25 \ I " , , \' I, \~ \ I \ ' '. .' ! \ f " " I . 1 ; I' '. """'V"I"::" . '. ." 1 2 3' 4 5 6 7 B 9 10 11 12 13 14 , 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 HOLLAND & KNIGHT LLP DRAFT !tlne 15,1998 CITY OF CLEARWATER, FLORIDA ~~~~: By: Mayor City Clerk Approved as to form and execution: City Attorney STATE OF FLORIDA COUNlY OF PlNELLAS ,0;" 'I .~ 1'~'~;;f"" _ / J ,I The foregoing instrument was acknowledged before me by and I as Chairman ana Executive Director, respectively, of the CO:MMUNITY REDEVELOPMENT AGENCY OF 1HE CITY OF CLEARWATER, FLORIDA, on behalf of the Agency, this day of , 1998. My Commission Expires: (Affix notarial seal) Sf ATE OF FLORIDA COUNlY OF PlNELLAS Notary Public The foregoing instrument was acknowledged before me by and , as Mayor and City Oerk, respectively, of the CITY OF CLEARWATER, FLORIDA, on behalf of the City, this day of , 1998. ' My Commission Expires: (Affix notarial seal) Notary Public 26 26 , , . .' ' 1 I '...... ,> 'j"" I' ' .', ',,' " , \. \ ...fe' \',~,"" 1\ ..... 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