10-15-1998 - Special
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Agenda/C
10-15-98
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October 15, 1998
SPECIAL eRA MEETING TO CONVENE AT 7:00 p.m.
CRA Item - Agreement for Development and Disposition of Property with Information Management
Resources, Inc., (IMR) Site II Project, 1180 Cleveland Street
10/1 5/98
.
Clearwater
Community Redevelopment
Agency
Agenda Cover Memorandum
Item #
Meeting Date: _I o. J 5. cr~
SUBJECT/RECOMMENDA liON:
Approve the Agreement for Development and Disposition of Property (IMR-Site II, 1180 Cleveland Street)
between the eRA of the City of Clearwater and Information Management Resources, Inc.
1}9 and that the appropriate officials be authorized to execute same.
SUMMARY:
· On June 15, 1998, the CRA Trustees approved negotiations with the Justice Corporation for
development of the property at 1180 Cleveland Street.
· Negotiations ensued and resulted in the attached Development Agreement.
· The CRA agreed to sell to IMR the 1.2 acre site for the purchase price of approximately $131,770.
o IMR proposes to construct additional support facilities which are required by the expansion of the
IMR Global Center.
. The agreement has a 1 O-year-life, subject to earlier termination under certain conditions.
. IMR agrees to pay all application, inspection, regulatory and impact fees or charges pertaining to the
project including, but not limited to, water and sewer impact fees, the cost of water taps and meters,
development impact fees, site plan review fees, building plan review fees, concurrency management
fees, Florida Department of Transportation driveway permit fee and Southwest Florida Water
Management District permit fees to the extent that such fees or charges relate to the IMR- Site II
Project. The CRA agrees to pay all transportation impact fees, if any, which may be associated with
the project. The CRA will provide offsite retention & detention.
. IMR can terminate the agreement before expiration by paying the eRA an agreed-upon amount.
NA
NA
Originatin. FEg De,pt:
CRA
~
User Dept.
Costs
Reviewed bYh \1\
Legal \l!l-
Budget
Info Srvc
Public Works
Total
Funding Source:
DCMlACM
Other ~
~
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Cit)' Manager J V
0' Printed on recyclE paper
Purchasing
Risk Mgmt
NA
NA
NA
Current FY
CI
OP
Other
Attachments
Agreement for Development
Submitted by:
o None
Appropriation Code:
Rev, 2/98
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AGREEMENT FOR DEVELOPMENT
AND
DISPOSITION OF PROPERTY
IMR - Site D
This Agreement for Development and Disposition of Property ("Agreement") is made
as of this day of October, 1998, by and between the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLOR1D~ a public body
corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida
Statutes ("Agency")y and INFORMATION MANAGEMENT RESOURCES, INC., a Florida
for-profit corporation ("Developer").
WIT N E SSE T H:
WHEREAS, as of June 1. 1998, pursuant to the Request for Proposals, dated May 2, 1997,
the Community Redevelopment Agency of the City of Clearwater, Florida (the "Agency") tentatively
accepted the proposal ofDc\leloper, dated June 1, 1998, in response thereto, subject to negotiation
ofa definitive agreement with Developer pertaining to and setting forth the terms and conditions for
the development and operation of a conference and research center together with corporate,
efficiency apartments (as hereinafter described) in the community redevelopment area of the City;
WHEREAS, the Agency proceeded with the preparation of a definitive development and
disposition agreement to set forth the respective duties and responsibilities of the parties pertaining
to the conveyance of the Site (as hereinafter defined), and the design, development, construction,
completion. operation and maintenance of the IMR-Site II Project (as hereinafter defined);
WHEREAS, the Agency and Developer have entered into and concluded negotiations for said
definitive development and disposition agreement, which negotiations have resulted in this
Agreement;
WHEREAS. at a duly called public meeting on October _, 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. Ddinitions. The tenns defined in this Article I shall have the following meanings,
except as herein otherwise expressly provided:
(1) "Act" means the Constitution of the State ofF1orida~ Section 163.01, Florida Statutes,
Part m, 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 th~ 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) "Agreement Expiration Certificate" means the instrument executed by the parties
hereto as provided in Section] 5.] 9 certifying that all obligations of the parties hereto have been
. satisfied and this Agreement has expired in accordance with its tenns, the fonn of which is attached
hereto as Exhi.hi1.E.
(5) "Agreement Termination Certificate" means the instrument executed by the parties
hereto as provided in Section 11.06 stating that this Agreement has been terminated prior to its
Expiration Date as provided in Section] 1.05, the form of which is attached hereto as Exbibi1..E.
(6) "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.
(7) "Authorized Representative" means the person or persons designated and appointed
from time to time as such by the Developer or the Agency, respectively, pursuant to Section 2.04.
(8) "Building Permit" means, for all or any part of the IMR-Site II Project to be
constructed on the 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.
(9) "City" means the City of Clearwater, Florida, a Florida municipal corporation, and any
successors or assigns thereto. .
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(10) "City Commission" means the governing body of the City, by whatever name known
or however constituted from time to time.
(11) "Closing Date" means the date on which title to the Site is conveyed by the Agency
to the Developer in accordance with and as contemplated by the provisions of Article 5 hereof
(12) "Commencement Daten means the date of issuance of the first Building Permit for any
part of the I1\1R-Site II Project.
(13) "Completion Date" means the date on which construction of the Project is substantially
complete as evidenced by a Completion Certificate.
(14) "Contractor" means one or more individuals or firms constituting a general contractor
or other type of construction contractor properly licensed by the State of Florida or other appropriate
jurisdiction to the extent required by applicable law, authorized to perform construction contractor
services in the State ofFtorida, registered with the City as required by applicable law, bonded and
insured to the extent required by applicable law and this Agreement, including the Developer or any
affiliates of the Developer.
(15) "Construction Financing" means the funds provided by the Construction Lender to the
Developer during the term of this Agreement to pay the cost of developing and constructing the
Project) or any portion thereof, on the Site, including, but not limited to, acquisition of the Site,
financing costs, "soft costs," overhead, and the design, construction and equipping of the Project.
(16) "Construction Lender" means any person or persons providing the Construction
Financing or any portion thereof.
(17) "Developer" means Information Management Resources, Inc., a Florida for-profit
corporation, and any successors and assigns thereof, including any entity, partnership, joint venture,
or other person in which Information Management Resources, Inc., is a general partner or principal,
but not including any entity, partnership, joint venture, or other person in which Information
Management Resources, Inc. is a general partner or principal which is not undertaking or
participating in any development of the IMR-Site II Project, or any part thereof
(18) [Reserved]
(19) "Effective Date" means the date determined in accordance with Section 15.20 when
the Memorandum of Development Agreement is recorded and this Agreement becomes effective.
(20) "Exhibits" means those agreements, diagrams, drawings, specifications, instruments,
forms of instruments, and other documents attached hereto and designated as exhibits to, and
incorporated in and made a part of, this Agreement.
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(21) "Expiration Date" means the date on which this Agreement expires, as evidenced by
the Agreement Expiration Certificate being recorded in the public records of Pinellas County, Florida,
as provided in Section IS.1 9 hereof
(22) "Global Center Project" means the corporate headquarters offices and appurtenant
facilities located on the southwest comer of Missouri Avenue and Cleveland Street developed
pursuant to the Agreement for Development and Disposition of Property dated June 18, 1998, as
contemplated by the Proposal and this Agreement and constructed substantially in accordance with
the Global Center Plans and Specifications, consisting of Phase I and, if constructed, Phase II,
Subsequent Phases, and Subsequent Excess Phases.
(23) "Impact Fees" means those fees and charges levied and imposed by the City, Pinellas
County and any other governmental entity on projects located in the Site for certain services impacted
by development such as the Project.
(24) "Thffi.-Site II Project" means that certain building to be constructed by the Developer
upon the Site consisting of three (3) floors of approximately I 0.000 square feet per floor. with the
first floor containing conference rooms and research areas and the upper floors containing
approximately twenty (20) corporate, efficiency apartment units, together with related parking.
landscaping and amenities.
(25) "Pennits" means all zoning. variances. approvals and consents required to be granted.
awarded, issued, or given by any governmental authority in order for construction of the Project, or
any part thereof, to commence, continue, be completed or allow occupancy and use, but does not
include the Building Permit.
(26) "Plan" means the community redevelopment plan for the Area, including the Site, as
adopted by the City Commission on August 17, 1995, by enactment of its Resolution No. 95-65. and
including any amendments to the Plan.
(27) "Project" means the lMR-Site II Project.
(28) "Project Plans and Specifications" means the plans and specifications pertaining to the
construction, installation and equipping of the IMR-Site II Project, including the schedule for
completing the Project, consisting of the plans and specifications.
(29) "Project Professionals" means any architects. attorneys, brokers, engineers,
consultants, planners, construction managers or any other persons, or combination thereof. retained
or employed by the Developer in connection with the planning, design, construction. permit
applications, completion and opening of the Project, but does not include the Developer.
(30) "Proposal" means the proposal for redevelopment of the Site, dated June I. 1998,
submitted by the Developer to the Agency in response to the RFP,
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(31) "RFP" means the Request for Proposals initially published by the Agency on December
6, 1997 and last revised on May 2, 1998, soliciting proposals from persons interested in redeveloping
the Site in accordance with the Act and the Plan.
(32) "Site" means that certain property with a street address of 1180 Cleveland Street,
located in Clearwater, Florida, as more particularly described on E2illi.l2iLA attached hereto, on which
the IMR-Site II Project is to be located.
(33) "Site Plan" means the depiction and description of the Project on the Site, the initial
version ofwh.ich is to be prepared by the Developer and submitted to the Agency for approval with
the Project Plans and Specifications in accordance with provisions of Article IV hereof.
(34) "Termination Date" means the date on which this Agreement is terminated by any
party hereto as provided in Section 11.05, and as evidenced by the Agreement Termination
Certificate,
(35) "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 Article J 2 hereof.
1.02. Use of Word..s...an.d...fhrases. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter genders. Unless the context shall
otherwise indicate, the singular shall include the plural as well as the singular number, and the word
"person" shall include corporations and associations, including public bodies, as well as natural
. persons. t1Here~" "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent
words refer to this Agreement and not solely to the particular portion thereof in which any such word
is used.
1.03. Florida Statutes. All references herein to Florida Statutes are to Florida Statutes
(1997), as amended from time to time.
ARTICLE 2. PURPOSE; PROPOSAL.
2.01. Intent; Purpose of Agreement.
(a) The purpose of this Agreement is to further the implementation of the Plan by the
conveyance of the Site to the Developer and the development and construction and operation of the
Project thereon in accordance with the Project Plans and Specifications, all to enhance the quality of
life, increase employment and improve the aesthetic and useful enjoyment of the Area through the
eradication of conditions of blight, all in accordance with and in furtherance of the Plan and as
authorized by and in accordance with the Act.
5
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(bX 1) The Site is to be redeveloped according to Project Plans and Specifications for use as
a research and conference center together with corporate. efficiency apartments to be constructed by
the Developer on the Site.
(2) As provided in this Agreement. the Agency shall undertake certain public actions
pursuant to the Act and as implementation of the Plan. including making the Site available for
redevelopment, assistance in obtaining such approvals by governmental authorities as are necessary
for development of the Project.
(c) As provided in this Agreement, the Developer shall carry out the redevelopment of
the Site by purchasing the Site from the Agency. obtaining approvals by governmental authorities
necessary for development of the Project, constructing various private improvements on the Site, and
causing the Project to be compatible with the Global Center Project.
(d) As provided in this Agreement, at any time after the approval of this Agreement by
the Agency, and prior to the Closing Date and prior to the Developer undertaking the construction
of the Project in accordance with this Agreement. the Developer may undertake to refurbish the
existing 6,200 square foot building located upon the Site (the "Existing Building"), and the Developer
may commence to occupy the Existing Building at any time on or after November I, 1998, in
accordance with the terms and conditions of this Agreement: provided, however, unless the
Developer has closed upon the purchase of the Site, such occupancy by the Developer for the period
after December 31, 1998, shall be as a tenant at will, and the Agency may tenninate the Developer's
right to continue occupancy of the Site beyond December 31. 1998. upon thirty (30) days prior notice
to the Developer.
2.02. ~oper's Proposal.
(a) The Proposal for the redevelopment of the Site, specifically including the acquisition
of the Existing Building by the Developer from the Agency, the interim refurbishment and use of the
Site by the Developer pending the start of the construction of the Project, and the design,
construction, equipping, completion and use of the Project. and each component thereof, is hereby
found by the Agency and acknowledged by the Developer: (I) to be consistent with and in
furtherance of the objectives of the Plan. (2) to conform to the provisions of the Act, (3) to be
responsive to the RFP, (4) to be in the best interests of the citizens of the City, (5) to further the
purposes and objectives of the Agency, and (6) to further the public purpose of eradicating conditions
of blight in the Area. The parties recognize and agree that during the process of review and approval
provided for in the Agreement the design of the Project may be subject to change and modification
as may be either agreed to by the parties or required as provided herein or by the appropriate
regulatory authority, and should any changes be necessary or desirable the parties agree that they will
act expeditiously and reasonably in reviewing and approving or disapproving any changes or
modifications to the Project.
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(b) Based upon and as a result of the findings set forth in subsection (a) above, the
Proposal, including such changes and revisions as are provided by this Agreement, is hereby affirmed
by the Developer and approved and accepted by the Agency,
(c) The parties hereto find that the terms and conditions set forth in this Agreement do
not, individually or collectively, constitute a substantial deviation from the RFP or the Proposal.
2.03. Cooperation of the Parties. The parties hereto recognize that the successful
development of the Project and each component thereof is dependent upon continued cooperation
of the parties hereto, and each agrees that it shall act in a reasonable manner hereunder, provide the
other party with complete and updated information from time to time~ with respect to the conditions
such party is responsible for satisfying hereunder and make its good faith reasonable efforts to ensure
that such cooperation is continuous, the purposes of this Agreement are carried out to the full extent
contemplated hereby and the Project is designed, constructed, equipped, completed and operated as
provided herein.
2.04. Au1horize~resentative.
(a) Each party shall designate an 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
1 5.03 hereof
(b) Except as otherwise expressly provided in this Agreement, whenever approval or
action by the Developer or the Agency is required by this Agreement, such action or approval may,
in the discretion of the party considering such approval or action., be taken or given by the Authorized
Representative thereof. A party to this Agreement may rely upon the representation of the other
party's Authorized Representative that such person has the requisite authority to give the approval
or take the action being done by that Authorized Representative. A party may not later deny that its
Authorized Representative had the authority represented to and relied upon by the other party or
revoke or deny any action taken by such Authorized Representative which was relied upon by the
other party.
(c) The Developer does hereby notifY the Agency that its initial Authorized Representative
for the Project is Albert N. Justice of the Justice Corporation.
(d) The Agency does hereby notify the Developer that its initial Authorized Representative
is Bob Keller.
7
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ARTICLE 3. LAND USE REGULATION.
3.01. Zonini.
On the Effective Date, the zoning classification for the Site is Urban Core (East Corridor),
abbreviated as "UC(E)." The parties recognize and acknowledge that the zoning classification of the
Site as of the Effective Date does permit development of the Project. The Agency does hereby
disclose, and the Developer hereby does acknowledge that the City will be adopting a new land
development code and rezoning the Site at some point in the future. It is not anticipated that such
new land development code or rezoning will in any way adversely impact the proposed development
of the Project.
3,02.~.
The Agency represents to the Developer and the Developer acknowledges that as of the date
of the RFP and the Proposal the provisions of the Plan pertaining to the Site were not consistent with
the IMR-Site II Project as contemplated by the Proposal. The Agency represents and warrants to
the Developer that it initiated actions necessary to amend the Plan to make it consistent with the
IMR-Site II Project contemplated by the Proposal and such amendment has been approved by the
City Commission and the amendment to the Plan to make it consistent with the IMR-Site II Project
as contemplated by the Proposal went into effect prior to the Closing Date.
3.03. ~opment otRegiooal Impact.
The parties hereto acknowledge and agree that the Project as contemplated by the Proposal
and this Agreement was not and is not as of the Effective Date a "development of regional impact"
within the meaning of Section 380.06, Florida Statutes.
3.04. Pennits.
(a) The Developer shall prepare and submit to the appropriate governmental authorities,
including the City, the applications for each and every Building Permit and any and all necessary
Permits for the Project, and shall bear all costs of preparing such applications, applying for and
obtaining such permits (excluding permit and review costs which shall be payable by the Agency as
hereinafter provided). Except as provided in the last sentence of this Section 3.04(a), the Developer
agrees to pay and shall timely pay any and all application, inspection, regulatory and Impact Fees or
charges pertaining to the Project including, but not limited to, water and sewer impact fees, the cost
of water taps and meters, development impact fees, site plan review fees, building plan review fees,
concurrency management fees, Florida Department of Transportation driveway permit fee and
Southwest Florida Management District permit fees to the extent that such fees or charges relate to
IMR-Site II Project. Notwithstanding the foregoing, the Agency agrees that it shall be responsible
for the payment of all transportation Impact Fees, if any, which may be associated with the Project.
8
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(b) The Agency shaH cooperate with the Developer in obtaining all necessary Permits and
the Building Permit required for the construction and completion of the Project.
(c) The Agency's duties. obligations, or responsibilities under any section of this Agreement,
specifically including but not limited to this Section 3.04 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.
(d) Notwithstanding any other provisions of this Agreement, any required permitting,
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) The parties hereto recognize and acknowledge that Florida law (specifically, Part II,
Chapter 163, Florida Statutes, and Rule 91-5, Florida Administrative Code, collectively the "Grow1h
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 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 analysis that shows the Project will be consistent
with the goals, objectives 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.
3.06. Not a l&Ydopment Ord~r or Pennit. 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 terms in Section
163.3164, Florida Statutes.
ARTICLE 4. PROJECT PLANS AND SPECIFICATIONS.
4.01. Site ~Ian.
(a) The Developer shall, prior to preparation of the Project Plans and Specifications,
prepare and submit to the Agency a preliminary Site Plan for the Project, which preliminary Site Plan
shall be subject to the review and approval of the Agency, which review and approval shall not be
unreasonably withheld or delayed. Following the approval of such preliminary Site Plan, the
9
i-
~
L~
Developer agrees that during the teon 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 which
approval shall not be unreasonably withheld or delayed.
(b) The Site Plan approved by the Agency shall be the basis for and incorporated into the
Project Plans and Specifications.
4.02. Preparation of Project Plans and SpeGifications.
(a) The Developer shall prepare the Project Plans and Specifications in sufficient detail
and desctiption of the 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.
(b)(l) The Developer is responsible for the cost of preparing, submitting and obtaining
approval of the Project Plans and Specifications
(2) The Developer has retained and shall retain the Project Professionals to prepare the
Project Plans and Specifications, and shall notify the Agency of the names of such Project
Professionals and any subsequent changes thereto or additional Project Professionals retained with
respect to the Project. The Developer shall cause the Project Professionals to prepare the Project
Plans and Specifications.
(c)(l) The Agency does hereby consent to the preparation of the Project Plans and
Specifications~ and any revisions thereto, by the Project Professionals, and the Agency will not
withhold approval of the Project Plans and Specifications because they were prepared by the Project
Professionals. The Agency hereby acknowledges and agrees that the selection of the Project
Professionals is the sole responsibility of. and within the discretion of. the Developer, and the Agency
will not participate, and have not previously participated, in such selection by the Developer,
(2) The parties hereto mutually acknowledge and agree the Project Professionals are not,
individually or collectively~ agents or representatives, either expressed or implied, of the City or the
Agency.
(d) The Developer shall file the Project Plans and Specifications with the Agency.
(e) The Project Plans and Specifications contemplated by this subsection (d) shall be
sufficient for a determination by the City required by the ordinances and regulations of the City.
4.04, A~ency Review ofPrQject ~lans and Specifications.
(a) During the term of this Agreement, Agency review and approval of the Project Plans
and Specifications is a prerequisite tor issuance of the initial Building Permit for construction of the
Proj~ or any part thereof In the discretion of the Agency's governing body, the Agency's review
10
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and approval of the Project Plans and Specifications may be delegated in whole or in part to an
individual or group of individuals other than the governing body.
(b) Upon the Developer submitting the Project Plans and Specifications. or any part
thereof, to the Agency for review, the Agency agrees to diligently proceed with and complete its
review of the Project Plans and Specifications and respond to the Developer as soon as reasonably
possible after receipt thereof. but in no event later than ten (10) business days after receipt of such
Project Plans and Specifications, and advise the Developer in writing of the Agency's reasonable
objections thereto or that the Project Plans and Specifications have been approved as submitted.
(c) If the Agency gives written notice of specific objections to or deficiencies in the
Project Plans and Specifications as provided in subsection (b), then the Agency and the Developer
shall expeditiously, diligently and reasonably negotiate to resolve such objections.
(d) If the Project Plans and Specifications submitted to the Agency by the Developer
substantially comply with this Agreement, including being substantially in accordance v.;th the Site
Plan, and further the purposes of the Plan, the Agency shall approve the Project Plans and
Specifications as submitted, and shall notify the City and other pertinent governmental entities of
such approval and recommend the City and such other pertinent governmental entities give such
approvals and issue such permits or licenses as are necessary for development of the Project (or the
Phase included in the approved Global Center Project Plans and Specifications).
(e) If the Developer does not dispute the objections to any proposed Project Plans and
Specifications contained in any notice from the Agency, it shall submit revised Project Plans and
Specifications satisfYing such objections. Any changes in the Project Plans and Specifications made
by the Developer in response to such a notice shall be made without charge to the Agency.
ARTICLE 5. SITE CONVEYANCE.
5,01. Eindinis; Representations.
(a) The Agency is the owner of the Site.
(b) Agency desires to sell and convey the Site to Developer.
. 5.02. Aireement to Se~.
The Agency hereby agrees to sell and convey the Site to Developer and Developer hereby
agrees to purchase the Site from Agency, upon the terms and conditions hereinafter in this Article S.
II
S,03.~.
The purchase price of the Site is ONE HUNDRED THIRTY-ONE THOUSAND. SEVEN
HUNDRED SEVENTY DOLLARS ($131.770.00), The amount to be paid by the Developer to the
Agency in consideration of the conveyance of the Site to the Developer is hereinafter referred to as
the "Purchase Price. II
5.04.~.
(a) From and after the Effective Date hereof during the term of this Agreement. the
Developer and its agents and representatives shall be entitled to enter upon the Site for inspection.
soil tests, examination, and such other matters and investigations as Developer deems necessary and
appropriate. In this regard, no such examination will be deemed to constitute a waiver or a
relinquishment on the part of Developer of its right to rely on the covenants. representations,
warranties and agreements made by Agency or upon the agreements provided to Developer by
Agency. Developer will restore any disturbance to the Site caused by its acts and will hold Agency
harmless and indemnify Agency from and against any and all damages and liability occasioned by any
claim asserted against Agency caused by such examination.
(b) Notwithstanding any other provision of this Agreement, Developer shall have the
absolute right until Closing Date, to review and examine the Site and the items provided from Agency
(herein referred to as the "Evaluation Period"). At any time prior to the expiration of the Evaluation
PeriO<L Developer may tenninate this Agreement if, in its sole discretion, Developer determines that
the Site or the contemplated development or construction thereon is not economically or otherwise
acceptable to Developer, Developer may terminate this Agreement as provided in Section 11.05
hereof.
5.05. Ii1I.e.
(a) Within five (5) days after the Effective Date, the Agency shall furnish to Developer,
at Agency's expense, a commitment for the issuance of an owners policy of title insurance for the Site
(including any easements to be granted by Agency to Developer hereunder) by a title insurance
company acceptable to Developer in the standard form adopted by the American Land Title
Association. This commitment shall be in the amount of the tot.al Purchase Price of the Site, shall
show in Agency a good and merchantable title in fee simple, free and clear of all liens and
encumbrances without exception other than those permitted under the provisions of Section 5.14
hereof (the "Pennitted Exceptions") in a form reasonably acceptable to Developer and shall be
refereed to hereinafter as the "Title Commitment".
(b) If the Title Commitment, any update thereof or subsequent title commitment or the
survey delivered to Developer in connection with the Site shows that the title is defective or
unmerchantable or that any part of the Site is subject to liens, restrictions, easements, encroachments
or encumbrances of any nature whatsoever other than those permitted under the provisions of Section
5.14 hereof, Developer shall give Agency a reasonable time (not to exceed sixty (60) days after
12
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 11.05, unless Developer gives Agency its written waiver of such unacceptable condition
of title.
(c) Within thirty (30) days after closing, Agency shall furnish to Developer, at Agency's
expense, a standard AL T A 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 to the Site subject to no exceptions other than the exceptions
pennitted pursuant to Section 5.14. 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 of the Site.
5.06. Survey.
(a) The Developer~ at Developer's sole cost and expense, shall employ a surveyor licensed
by the State of Florida to prepare a current survey of the Site, which survey shall be delivered to
Developer at least ten (10) business days before the Closing Date.
(b) The survey shall:
(i) Be prepared in accordance with the minimum standards (including Surveyor's
Certification) required in the State of Florid a for removal of the survey exception from the owner's
policy of title insurance issued for the Site.
(ii) Set forth an accurate metes and bounds description of the Site, the gross number of
acres contained in the Site.
(iii) 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 encroachments onto the Site from adjoining property and any
encroachments from the 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
water courses.
(vi) Show all dedicated public streets providing access to the Site and whether such access
is paved to the property line of the Site.
13
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(vii) IdentitY any flood zones as defined on Federal Flood Insurance Rate Maps (F.I.R,M,)
for Pinellas County, Florida that affect the Site.
(viii) Show all applicable set back lines with reference to the source of the set backs.
In the event the survey shows any encroachments of any improvement upon, from or onto the Site
or shows any other matter of survey which is objectionable to Developer, in Developers sole
discretion, then Developer shall provide Agency with notice of such defect and the same shall be
deemed a title defect and shall be treated as an objection to title by Developer as provided under
Section 5.05(b), provided, however, the Developer acknowledges there are certain improvements
currently existing on the Site, including certain paved areas and structures which are not considered
to be a tjtle defect for purposes of this Section 5.06.
5.07. Riihts and.Duties of Agency.
(a) Agency shall cooperate in good faith with Developer in Developer's evaluation of the
Site and shall execute all documents or perform such other acts. reasonably necessary to enable
Developer to satisfactorily complete its evaluation of the Site and shall provide to Developer and its
consultants any information or documents reasonably required by Developer and in Agency's or its
consultant's possession which would assist Developer in such evaluation and preparation.
(b) Agency shall reaffirm in writing to Developer t hat the covenants, warranties and
representations set forth herein are true and correct as of the Closing Date.
5.08. Rights anclDuties ofDeve~.
Developer agrees to timely commence and pursue its evaluation of the Site hereunder in good
faith; provided, however, at any time, Developer may cease such evaluations and terminate this
Agreement as provided in Section 5.04(b).
5.09. Aaency's ObJigation to Convey.
At such time as Agency has received payment in full of the Purchase Price, Agency shall
immediately convey to Developer the Site.
5.] I). Collilitions to Closing.
(a) The obligation of Developer to purchase the Site is subject to the following unless
waived by the Developer on or before the Closing Date:
(I) The representations and warranties of Agency set forth herein 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;
14
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J , ,/ /' ", I'" Y /' " " ',' '. '- . ',. I,' '. ',. /' v , / / '\ ,,' /. '7 . ,. ,/ .' II \' ": ", V' ,,: I
' , '.' .,.' . /" v' \" / . / .' '. I' I -: " , :" ,. ,,\, \ 1\ .." , I \ - I " , '.' . . . \.
. \:,. I . I I .\' I )^. . /' .. \. \ ' ' I I l/': .." } ,~ r \ ,., I _ .. ',./' . '/. I . , I. . '. I'" r
\"/\I~-"/JI /j'" " ,';. '.., . : '.1 \, \/'f..\\I.... .,j \\\/.,"-.."",,-,,/ :',:" I
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(2) The Agency shall have made provisions to use increment revenues attributed to the
IMR-Site n Project and deposit in the Agency's community redevelopment trust fund for a period of
three (3) years from the Completion Date of the IMR-Site II Project to pay for the cost of
infrastructure and landscaping improvements in the vicinity in and about the Site,
(b) The obligation of the Agency to convey the 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 9.01 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) The Developer is not then in default of this Agreement as provided in Section 1.1.01.
5.11. Qosina.
Provided all conditions to conveyance of the Site to the Developer have been satisfied,
Developer shall purchase the Site on or before December 3 I, 1998 (herein referred to as the "Closing
Date"); provided, however, the parties have agreed to use reasonable and diligent efforts to close the
purchase of the Site on or before October 30, 1998. The parties may mutually agree to change the
Closing Date.
5.12. Qosina Proce~.
(a) At closing, the Agency shall convey to Developer by special warranty deed, in the
form attached hereto as Exhihi.t...C, title in fee simple to the Site free and clear of any and all liens,
encumbrances, conditions, easements, assessments, restrictions except those permitted in this
Agreement and the Permitted Exceptions.
(b) At closing, the Agency shall deliver an endorsement to the title insurance commitment
required herein and such further instruments as may be required by Developer, Developer's counsel
or the title company to vest in Developer title to the Site as provided herein. all at Agency's expense.
(c) Developer shall pay the Purchase Price for the Site to Agency in immediately available
funds acceptable to Agency.
(d) Ad valorem real estate taxes and any personal property taxes shall be prorated as of
the Closing Date, based on application of the preceding year's rates to the latest assessed valuation
or statements issued to Agency for the current year's assessment, if available,
(e) Agency shall pay all special asse~sments and taxes, interest and penalties levied against
the Site prior to the Closing Date.
15
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'r': "'. /. /' '. ' . /. fl', - 'I \. ..... r :\...... ~p I , . J \ " I / . . ..... I . '..' t ' , \ , '. . .--- . "". (, It. "I \ . J
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. . . '. (' . : ..' ',' 'L ,'. "'_ /, ' \,.1' \~"'-'...a. :,,'_~f " .\"",' ' :"., .: ,. ~ ... ,..,/ ',' .' . . '"'II ',-'"
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(f) Agency has terminated all original leases, for the Site or any part thereof and all
tenants will have vacated the Site by the Closing Date.
(g) Agency shall deliver to Developer all original documents pertaining to the Site
including licenses and permits, if any.
(h) Agency shall pay for all documentary stamps and transfer taxes, if any, for the deed
for the Site, and for the preparation, recording and documentary stamps for all closing documents,
lien releases and tjtle curative instruments, its own attorney's fees, the premiums for the owner's title
insurance policy, and for recording the deed and the easement and all other closing costs and
expenses. The Developer shall pay its own attorney's fees.
(i)
agreement.
Closing shall be conducted at St. Petersburg, Florida, or elsewhere by mutual
5.13. &ls.~ession.
Possession of the Site shaH pass to Developer upon completion of the Closing.
5.14.~.
Title to the Site at the time of conveyance shall be free of all liens, restrictions, easements,
encroachments and encumbrances of any nature whatsoever except the following (the "Permitted
Exceptions"):
(a)
payable.
Real estate taxes for 1998 and subsequent years that are a lien but not yet due and
(b) Comprehensive land use planning, zoning and building ordinances, regulations and
requirements adopted by governmental or municipal authority having jurisdiction.
(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, has elected to
accept.
5.15. laxes and Assessments.
Agency agrees to pay all taxes and assessments that become a lien on the Site prior to the
Closing Date promptly when due. All special assessments applicable to any portion of the Site,
delinquent taxes and delinquent installment of special assessments. together with any penalties and
interest thereo~ shall be paid by Agency on or before the Closing Date.
f
16
5.16. Covenants. Warranties a.ncl..Representations.
Agency hereby covenants7 warrants and represents to Developer that:
(a) The title of Ageocy to the 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 Site as provided for herei~
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 Site or which give or will
give rise to any claims or liens against the Site or affect Agency's right to transfer the 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 terminated and
. will be vacated prior to the Closing Date.
(e) No work has been perfonned or is in progress on or at the Site and no materials have
been furnished to Agency or the 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 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.
17
(g) Agency has no infonnation 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 Site which would prevent, limit. or impede present
or proposed use of the 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 Site.
(h) From and after the date hereof, Agency shall refrain from (I) making any material
changes on or about the 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 Site; or
(3) committing any waste or nuisance on the Site.
(i) From and after the date hereof, and at any time prior to transfer of title to Developer.
Agency shall not grant. sell or convey any interest in the Site. including easements or rights or way,
to any perso~ corporation (public or private), governmental body or political subdivision without the
written penmssion of Developer.
(j)(I) Compliance with Environmental Law. Agency has: (i) materially complied with all
applicable Environmental Law~ and (ii) not received any notice of alleged outstanding violation of
EnvironmentaJ Law, nor does Agency have knowledge of any facts or circumstances that could
constitute such a violation. To the best of Agency's knowledge, there are no Hazardous Substances
on, above, within, underneath or in groundwater underlying the Property which exceed applicable
standards under any Environmental Law.
(2) Definitions. For purposes of this Article 5, the terms in this paragraph (2) shall have
the following meanings:
(i) "Hazardous Substances" means any substance or material: (a) identified in Section 101
of the Comprehensive Environmental Response, Compensation and Liability Act of 1980,42 V.S.C.
~960 1, as the same may be amended from time to time~ or (b) determined to be toxic, a pollutant or
contaminant, under Federal, state or local statute, law, ordinance, rule or regu~ation or judicial or
administrative order or decision, as same may be amended from time to time. including but not limited
to (i) hazardous wastes as identified pursuant to the Resource Conversation and Recovery Act, 42
V.S.C. 96901, et seq., as the same may be amended from time to time, or (ii) pollutants, petroleum
and petroleum products as defined in either Chapter 403 or Chapter 376. Florida Statutes, as the
same may be amended from time to time.
(ii) "Environmental Law" means any Federal, state or local statutory or common law
relating to pollution or protection of the environment, including without limitation, any common law
of nuisance or trespass, and any law or regulation relating to emissions. discharges, releases or
threatened releases of Hazardous Substances into the environment (including without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage. disposal, transport or handling of
Hazardous Substances.
(k) Agency has no knowledge of any adverse fact relating to the physical condition of the
Site or any portion thereof which has not been specifically disclosed in writing to Developer,
including without limitation landfills, hazardous wastes, fault lines, sinkholes or other geological
conditions or adverse soil conditions.
(I) Agency has no knowledge that any commitments have been made to any governmental
authority, utility company, school board, church or other religious body, homeowners' association,
or any other organization, group or individual relating to the Site which would impose an obligation
upon Developer or its successors or assigns to 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
Site.
(m) There are no facts known to Agency materially affecting the value of the Site which
are not readily observable by Developer or which have not been disclosed to Developer.
IX
. . .... , J I I II \,' 1. . t . . \ I' .' \.' J '\ \'1 / 1\ t 'j, \
(n) Present zoning and land use classification of the Site according to the current and
applicable zoning ordinances and the applicable land use plan is satisfactory for the utilization of the
Site for the Project. The Agency and the Developer acknowledge that the City may in the future
adopt a new land development cOOe and rezone the Site; provided. however. such changes in the land
development co<ie and such rezoning shall not adversely affect the proposed use or contemplated
development of the Site for the Project. There exists no violation of any requirement or condition to
such zoning or land use classifications which is applicable to the Site.
(0) The Site is not included in any national. state, county or municipal historic registry or
similar classificatio~ nor does the Site include any historical or archeological artifacts.
(p) The Site has never been used as a landfill or as a garbage dump.
(q) 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.
(r) 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.
5.17.~.
In the event that prior to the Closing Date, all or any portion of the 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 Site, Developer shall. within fifteen (15) days after having
received notice thereof from Agency, elect in writing to either (a) continue this Agreement in fulJ
force and effect, notwithstanding such taking or threatened taking, in which case Developer shall be
required to continue the purchase of the Site, (b) delete the portion of the Site condemned or
threatened to be condemned from this Agreement, with a proportionate reduction in the Purchase
Price, or (c) terminate this Agreement.
5.18. fuaLEstate Commission.
Developer and Agency represent that, except as provided in this Section 5. I 8, they have not
used any brokerage selVices with respect to the conveyance of the Site to the Developer as herein
contemplated. The Agency and the Developer shall each hold the other harmless and indemnify the
other party, its respective successors, assigns. employees, directors and agents from any and all costs,
damages, liabilities and expenses, including reasonable attorney's fees. incurred by reason of any claim
for fee or commission of any kind based on the sale contemplated herein. The Developer represents
19
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to the Agency and the Agency acknowledges that the Developer has retained and used the services
of Justice Corporation in connection with the acquisition of the Global Center Site and that any fees
paid by the Developer to the Justice Corporation for such services are not prohibited by this Section
5.18.
5.19. Maintenance of Site.
Through Closing, the Agency shall maintain the Site in good order and shall carry reasonable
amounts of physical damage and liability insurance on the Site and any improvements thereon existing
as of the date hereof.
5.20. Radon Gas Notice.
As required by Section 404.056(6), Florida Statutes. the following notice is hereby given to
the Developer as the prospective purchaser of the Global Center Site which may have buildings
located thereon, and the Developer acknowledges receipt of such notice:
"Radon Gas: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons
who are exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information regarding
radon and radon testing may be obtained from your county public health unit."
5.21. permitteclRetrofitting and Occupancy.
Provided that this Agreement has not been terminated by either party, the Agency and the
Developer agree and acknowledge that the Developer shall enjoy certain rights and benefits in and
to the Site prior to the Closing Date as follows:
(a) From and after the approval of this Agreement by the Agency, the Developer may
enter upon the Site for the purpose of undertaking to perform such repairs and improvements to the
Existing Building as the Developer deems necessary for the Developer's proposed occupancy of the
Existing Building, which repairs and improvements shall include. but not be limited to, painting, the
installation of new floor covering, the installation of computer and phone cabling and HV AC and
electrical system repairs and modifications. AJI such repairs and improvements shall be undertaken
by the Developer at the Developer's sole cost and expense, and the Developer agrees that it shall
indemnify and hold the Agency harmless from and against any and all liabilities, claims or expenses
(including, without limitation, mechanic's liens and all reasonable attorneys' fees) resulting therefrom.
Further, prior to the Developer's entry upon the Site for the purpose of conducting such repairs and
improvements, the Developer shall provide the Agency with evidence that Developer maintains at
least $1,000,000.00 of general liability insurance coverage, which liability insurance coverage shall
designate the Agency and the City of Clearwater as additional insureds.
20
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(b) From and after November I, 1998, the Developer shall be entitled to occupy the
Existing Building and operate the Developer's business from the Site; provided, however, the
Developer shall be liable for all costs and expenses related to such occupancy or operation and shall
indemnify and hold the Agency harmless from any and all liabilities, claims or expenses (including,
without limitation, all reasonable attorneys' fees) resulting therefrom. Further, during all such periods
of occupancy by the Developer prior to the Closing Date, the Developer shall provide the Agency
with evidence the Developer maintains at least $1,000,000.00 of general liability insurance coverage
upon the Site, which liability insurance coverage shall designate the Agency and the City of
Clearwater as additional insureds.
(c) Notwithstanding anything contained in this Section 5.21 to the contrary, if the
Developer has not closed upon the purchase of the Site prior to December 3 1, 1998, then,
commencing as of January I, 1998, the Developer shall be deemed a tenant at wilJ with respect to its
continued occupancy of the Site, and the Agency may terminate the Developer's right to continue
occupancy of the Site for the period after December 3 I, 1998 upon thirty (30) days prior written
notice to the Developer. In the event of the termination of the Developer's right of occupancy prior
to the Closing Date, any and all improvements made by the Developer to the Site (excluding
Developers furniture and trade fixtures, which may be removed by Developer, provided Developer
shall repair any damage caused by such removal) shall remain upon the Site and shall thereafter be
deemed to be the property of the Agency.
5.22. Stormwater Drainage and Retention.
It is the intent of the Developer and the Agency that the Project shall be developed on the Site
without the requirement of on-site stonnwater retention or detention. To the extent that the
development ofthe Project on the Site is required to provide for stormwater retention or detention,
the Agency agrees that it shall provide, at the Agency's sole cost and expense, sufficient facilities,
together with all the appropriate or necessary easements, which may be necessary or required to
accommodate the development of the Project on the Site without on-site stormwater retention or
detention. At the time of the approval of the Project Plans and Specifications, Developer shall advise
the Agency of any such off-site stonnwater retention or detention which is required, and the Agency
shall undertake to provide such off-site stonnwater retention or detention facilities (together with any
appropriate or necessary easements thereto) as may be required for the Project at the Agency's sole
cost and expense and within a time frame which does not ~elay the use or occupancy of the Project
by the Developer.
ARTICLE 6. CONSTRUCTION OF THE PROJECT.
6.01. Site Clearance.
The Developer shall be responsible for clearance of the Site such that each part thereof is in
a condition ready for development to commence as of the Commencement Date. Permits issued by
the City for pre-construction activities on the Site, including site clearance and improvements or
21
repairs to the Existing Buildin~ shall not be considered a Building Permit for purposes of this
Agreement.
6.02. Construction of.lbe Project.
(a)( 1) The Developer shall construct the Project on the Site substantially in accordance with
the Project Plans and Specifications therefor, Subject to Unavoidable Delay and the terms and
conditions in this Agreement~ the Developer shall commence construction of the Project within five
(5) years of the Closing Date.
(2) For purposes of this Section 6,02~ "commence construction" of the Project means
commencement of meaningful physical development of that part of the Project as authorized by the
Building Permit therefor which is continued and prosecuted with reasonable diligence toward and
with the objective of completion of the Project.
(3) If for any reason, including Unavoidable Delay, the Developer does not commence
construction of the Project on or before October 30, 2003, then as of that date the Agency shall no
longer be obligated to pay for or reimburse Developer for those Impact Fees, if any, paid by the
Agency pursuant to the provisions of Section 3.04 hereof. Further, if for any reason, including
unavoidable delay, the Developer does not commence construction of the Project on or before
October 30. 2003, then as of that date the Developer shall pay to the Agency the sum of $3 5 ~ 000.00
(the "Termination Fee"). The Developer and the Agency recognize and acknowledge that said
$35,000.00 represents the difference between the Purchase Price for the Site payable pursuant to this
Agreement and the estimated fair market value for the Site.
(b)(1) After the Commencement Date, the Developer shall continue, pursue and prosecute
the construction of Project with reasonable diligence to completion by the Completion Date and shall
. not at any time actually or effectively have abandoned (or its Contractor having actually or effectively
abandoned) the Site, For purposes of this subsection (b), "abandoned" means to have ceased any
construction work which effectively advances the construction of the Project toward completion.
(2) All construction work on the Project shall be done substantially in accordance with
the Project Plans and Specifications approved therefor pursuant to Article 4 hereof
(3) All obligations of the Developer with respect to commencement, continuation and
completion of construction of the Project shall be subject to delays and extensions from time to time
for Unavoidable Delay. The Developer shall not be deemed to be in default oftms Agreement to the
extent construction or completion of the Project, or any part thereof, is not complete by reason of
Unavoidable Delay.
(c) For purposes of this Section 6.02~ "completion," "complete," "substantially complete"
or "substantial completion" means, with respect to construction of the Project, the issuance of a
certificate of occupancy for the shell of any structure.
22
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(dX 1) After the Commencement Date, if the Agency believes adequate progress in the
construction of the Project is not being made, the Agency shall give notice to the Developer that
adequate progress is apparently not being made in the construction of the Project and to respond
within ten (10) business days thereafter as to why adequate progress is or is not being made toward
completion of the Project.
(e)(l) The Developer agrees that each contract between the Developer and a Contractor for
the Project shall provide, among other things, that: (i) notice shall be given to the Agency of any
material defaults thereunder by the Developer or the Contractor~ and (ii) in the event of a material
breach by the Developer of such contract that is not being contested by the Developer, the Agency
shall have the right, but not the obligation, to cure any defaults by the Developer under such contract
without penalty to the Agency or stoppage of the work.
(2) If the Agency elects to cure a material default by the Developer under a contract
between the Developer and a Contractor. upon receipt of a notice to that effect from the Agency, the
Developer shall immediately deliver to the Agency all plans, specifications, drawings, contracts and
addenda thereto pertaining to the construction of that part of the Project which are in its possession
or control (and shall instruct the Project Professionals and any other persons in possession or control
of such plans, specifications, drawings and contracts to deliver them to the Agency).
6.03. Maintenance anet. Repairs. During the construction of the Project, the Developer shall,
at its own expense, keep the Project in good and clean order and condition and the Developer shall
promptly make all necessary or appropriate repairs, replacements and renewals thereof, whether
ordinary or extraordinary, foreseen or unforeseen. All repairs, replacements and renewals shall be
equal in quality and class to the original work, When making such repairs, replacements or renewals,
the Developer shall comply with all applicable laws, ordinances, codes and regulations.
6.04. project Alteratipns pr Improvements. During the construction of the Project, the
Developer may, from time to time, make alterations and improvements, structural or otherwise, to
the Project as the Developer deems desirable and consistent with the Project Plans and Specifications
for the use contemplated by this Agreement~ provided, however, that prior to the commencement of
any material alterations or improvements of sufficient size and scope as to constitute a material
change in the previously approved Project Plans and Specifications, the Developer shall notify the
Agency of such material change and may submit a change, amendment or revision to the Project Plans
and Specifications to the Agency for review as provided in Section 4.04 hereof. Nothing in this
Section 6.04 is intended nor shall be deemed to limit or restrict the exercise of governmental or
regulatory powers or authority by the City or any other govemmental entity or to enlarge its
regulatory authority.
6.05. Completion Certificate.
(a.XI) Upon the substantial completion of the construction of the Project in accordance with
the provisions oftrus Article 6 (particularly including subsection 6.02(c)), the Developer shall prepare
and execute the Completion Certificate, which shall then be delivered to the Agency. Upon receipt
23
of the certificate the Agency shall promptly and diligently proceed to determine if construction of the
Project has been completed substantially in accordance with the Project Plans and Specifications and
this Agreement. Upon making such a determination the Agency shall execute the certificate and
return it to the Developer. The date of the Completion Certificate shall be the date when all parties
shall have executed said certificate.
(2) The Completion Certificate shall constitute a conclusive determination by the parties
hereto of the satisfaction and termination of the obligations of the Developer hereunder to construct
the Project; provided, however, that nothing in this Section 6,05 shall be a waiver of the rights,
duties, obligations or responsibilities of the City or any other governmental entity acting in its
regulatory or governmental capacity or an approval of said construction for purposes of the issuance
of a certificate of occupancy for the Project.
(3) The parties agree that it is their intent that the review by the Agency for purposes of
the Completion Certificate determination pursuant to this Section 6.05 is not to be an additional or
duplicate inspection over and above that required for purposes of the Building Permit, including the
issuance of a certificate of occupancy. The Agency agrees that for purposes of determining if the
Project has been substantially completed in accordance with the Project Plans and Specifications, the
issuance of a certificate of occupancy for the Project shall be a conclusive determination of substantial
completion for purposes of this subsection (a) and, if such certificate has been determined to have
been issued, then the Agency agrees to execute the Completion Certificate.
(b)( 1) If the Agency shall refuse or fail to execute the Completion Certificate after receipt
of a request by the Developer to do so, then the Agency shall, within ten ( 10) days after its receipt
of such request, provide the Developer with a written statement setting forth in reasonable detail the
reason(s) why the Agency has not executed the Completion Certificate and what must be done by the
Developer to satisfy such objections so that the Agency would sign the certificate. Upon the
Developer satisfying the Agency's objections, then the Developer shan submit a new request to the
Agency for execution of the Completion Certificate and that request shall be considered and acted
upon in accordance with the procedures in paragraph (a)( 1) for the original request.
24
(c) The Completion Certificate shall be in a fonn sufficient to be recorded in the public
records ofPinellas County, Florida. After execution by the Agency, it shall be promptly returned to
the Developer who shan record the certificate in the public records of Pinellas County, Florida, and
pay the cost of such recording.
6.06. Ajency Not in Privity with ContractoUi. The Agency shall not be deemed to be in
privity of contract with any Contractor or provider of goods or services with respect to the
construction of any part of the Project.
.,.'
ARTICLE 7. INSURANCE.
7.01. Insurance Requirements Gener~.
(a) The Developer agrees to purchase and maintain in full force and effect such insurance
policies with coverages generally applicable to projects in the State of Florida and Pinellas County
similar in size and scope to the Project. AU insurance shall be obtained from financially responsible
insurance companies either duly authorized under the laws of the State of Florida to do insurance
business in the State of Florida (or subject to legal process in the State of Florida) and shall be issued
and countersigned by duly authorized representatives of such companies for the State of Florida.
(b) The insurance coverages and limits shall be evidenced by properly executed certificates
of insurance. No less than thirty (30) days written notice by registered or certified mail must be given
by the Developer to the Agency of any cancellation. intent not to renew. or reduction in the policy
coverages.
(c) The Developer shall cause to be provided to the Agency certified true copies of any
insurance policy required by this Article 7 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.
(eXI) 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.
7.02. Jnsurance Exclusive otlndemnity. The insurance policies and coverages of the
Developer contemplated by this Article 7 are exclusive of, and in addition to. any and all indemnity
obligations of the Developer and the Agency under this Agreement.
. 7.03. NoW aiver of Sovereiin Immunity. Nothing in this .AJ1icle 7 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 8. INDEMNIFICATION.
8.01. Inderrmification by the Devel.o.n.er.
(a) For consideration of $10.00 and other good and valuable consideration herein
provided, the receipt of which is hereby acknowledged by the Developer, the Developer agrees to
25
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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 ot~ 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
servtces.
(b) The Developer's indemnity obligations under subsection (a) shall survive the earlier
of the Termination Date or the Expiration Date, but shall apply only to occurrences, acts, or
omissions that arise on or before the earlier of the Temlination Date or the Expiration Date.
(c) The Developer's indemnity hereunder is in addition to and not limited by any insurance
policy and is not and shall not be interpreted as an insuring agreement between or among the parties
to this Agreement, nor as a waiver of sovereign immunity for any party entitled to assert the defense
of sovereign immunity.
8.02. Indemnifjcation by lhe Agenc:y.
(a) To the extent permitted by law, specifically including Section 768.28, Florida Statutes,
and any insurance coverage available to the Agency, the Agency agrees to indemnify, defend and
hold harmless, the Developer, its respective, officers, and 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 Agency, its respective agents or employees 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 a1l 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.
(b) The Agency shall indemnify, defend and hold harmless the Developer, its officers and
employees from any and all liabilities, damages, costs, penalties, judgments, claims, demands, losses,
or expenses (including, but not limited to, actual attorneys' fees and engineering fees) arising from
or attributable to any breach by the Agency, as the case may be, of any covenants, representations
or warranties contained in Section 3.02, Section 3.05, Section 5.16 or Section 10.01, or covenants
contained in Section 10.02.
(c) The Agency's indemnity obligations under this Section 8.02 shall survive the earlier
of the Tennination Date or the Expiration Date, but shall only apply to occurrences, acts or omissions
that arise on or before the earlier of the Temlination Date or the Expiration Date. The Agency's
indemnity hereunder is not and shall not be interpreted as an insuring agreement between or among
the parties to this Agreement, but is in addition to and not limited by any insurance policy provided
26
that said obligation shall not be greater than that permitted and shall be limited by the provisions of
Section 768.28, Florida Statutes, or any successor statute thereto.
8.03. Limitation o(IDd~rnnific"tion.
Notwithstanding anything to the contrary contained herei", with respect to the indemnification
obligations of the Developer (as set forth in Section 8.01) and the Agency (as set forth in Section
8.02), the following shall apply:
(a) the indemnifying party shall not be responsible for damages that could have been, but
were not, mitigated by the indemnified party~
(b) the indemnifying party shall not be responsible for that portion of any damages caused
by the negligent or willful acts or omissions of the indemnified party~ and
(c) there shall be no obligation to indemnify hereunder in the event that the indemnified
party (1) shall have effected a settlement of any claim without the prior written consent of the
indemnifYing party, or (2) shall not have subrogated the indemnifying party to the indemnified party's
rights against any third party by an assignment to the indemnifying party of any cause or action
against such third party.
AR11CLE 9. REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE DEVELOPER.
9.01. Representations and Warranties. The Developer represents and warrants to the
Agency that each of the following statements is currently true and accurate and agrees the Agency
may rely upon each of the following statements:
(a) The Developer is a Florida corporation duly organized and validly existing under the
laws of the State of Florida, has all requisite power and authority to carry on its business as now
conducted, to own or hold its properties and to enter into and perform its obligations hereunder and
under each document or instrument contemplated by this Agreement to which it is or will be a party,
is qualified to do business in the State of Florida, and has consented to service of process upon a
designated agent for service of process in the State of Florida.
(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 Developer is or will be a party have been duly authorized by all necessary action on the part
of, and have been or will be duly executed and delivered by, the Developer, and neither the execution
and delivery thereof, nor compliance with the terms and provisions thereof or hereof: (I) requires the
approval and consent of allY other party, except such as have been duly obtained or as are specifically
noted herein, (2) contravenes any existing law, judgment, governmental rule, regulation or order
applicable to or binding on the Developer, (3) contravenes or results in any breach of, default under
or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance
27
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upon any property of the Developer under any indenture, mortgage, deed of trust, bank loan or credit
agreemen~ the Developer's articles of incorporation, or, any other agreement or instrument to which
the Developer is a party or by which the Developer may be bound.
(c) 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 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 tenns 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 financial condition of the Developer.
(e) The Developer has filed or caused to be tiled all federal, state, local and foreign tax
retu~ ifany, which were required to be filed 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 tinancial information and other documentation, including that pertaining to the
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 princip(JJ place of business and principal executive offices of the Developer are
in Cleanvater, 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, financing
documents and corporate documents) and all 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 Site from the Agency as contemplated by Article
5.
(i) The DeveloiJer (with the assistance of its Project Professionals) has the experience,
expertise, and capability to develop, cause the construction, and complete the Project and, oversee
and manage the design, planning. construction, and completion of the Project, and to acquire the Site
as provided herein.
2X
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9.02. Coven3nts. 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
contained herein which are the responsibility of the Developer to perform.
(b) During each year this Agreement and the obligations of the Developer under this
Agreement shall be in effect, the Developer shall cause to be executed and to continue to be in effect
those instruments, documents, certificates, permits, licenses and approvals and shall cause to occur
those events contemplated by this Agreement that are applicable to. and that are the responsibility of,
the Developer.
(c) The Developer shaH assist and cooperate with the Agency to accomplish the
development of the Project by the Developer in accordance with this Agreement, and the Project
Plans and Specifications and will not violate any laws, ordinances. rules, regulations, orders, contracts
or agreements that are or will be applicable thereto, including the Plan and the Act.
(d) Subsequent to the Effective Date, the Developer shall maintain its financial capability
to develop, construct and complete the Project and shaH promptly notify the Agency of any event,
condition, occurrence, or change in its financial condition which materially adversely affects, or with
the passage of time is likely to adversely affect, the Developer's financial capability to successfully and
completely develop, construct and complete the Project as contemplated hereby.
(e) The Developer shall promptly cause to be filed when due all federal, state, local and
foreign tax returns required to be filed by it. and shall promptly pay when due any tax required
thereby so as to avoid an uncured tax lien against the Site.
(f) Subject to and except as permitted by Section 15.01, prior to the expiration or
termination of this Agreement, the Developer shall maintain its existence. will not dissolve or
substantially dissolve all of its assets and will not consolidate with or merge into another corporation,
limited partnership, or other entity without the prior approval of the Agency, unless the Developer
is the surviving entity or retains a controlling interest in the consolidated or merged corporation. in
which case no consent by Agency shall be required. In any event. prior to the expiration or
termination of this Agreement, the Developer, will promptly notify the Agency of any changes to the
existence or form of the corporation of Developer.
(g) The Developer shall not sell, lease, transfer or otherwise dispose of all or substantially
all its assets without adequate consideration and will otherwise take no action which shall have the
effect, singularly or in the aggregate, of rendering Developer unable to continue to observe and
perform the covenants, agreements, and conditions hereof and the perfonTIance of all other
obligations required by this Agreement.
(h) Except for the removal of any structures, plants, items or other things from the Site
after the Closing Date necessary for construction of the Project to commence and continue, the
29
Developer shaU not permit, commit, Of suffef any waste or impairment of the Site prior to the earlier
of the Termination Date or the Expiration Date.
(i) Provided all conditions precedent thefeto have been satisfied or waived as provided
herein, the Developer shall design, construct and complete the Project such that it is substantially
complete as provided in this Agreement no later than the Completion Date for that Phase.
ARTICLE 10.
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE AGENCY,
10.01. Representations and Warranties. The Agency represents and warrants to the
Developer that each of the following statements is currently true 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 Florida, is
the duly created community redevelopment agency of the City under Part III. 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 Of 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 part
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 rule, regulation or order
applicable to or binding on the Agency, (3) contravenes Of results in any breach of, or default under
Of, 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 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 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 creditors' rights generally and
subject to usual equitable principles in the event that equitable remedies are involved.
(d) There are no pending or threatened actions or proceedings before any court or
administrative agency against the Agency, or against any officer of the Agency, which question the
)0
validity of 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
financial condition of the Agency.
10.02. Covenants. The Agency covenants with the Developer that until the earlier of the
Termination Date or the Expiration Date:
(a) The Agency shall timely perform or cause to be performed all of the obligations
contained herein which are the responsibility of the Agency to perform.
(b) During each year that this Agreement and the obligations of the Agency under this
Agreement shaH be in effect, the Agency shall cause to be executed and to continue to be in effect
those instruments, documents, certificates, permits, licenses and approvals, and shall cause to occur
those events contemplated by this Agreement that are applicable to and are the responsibility of the
Agency.
(c) The Agency shall assist and cooperate with the Developer to accomplish the
development of the Project in accordance with this Agreement and the Project Plans and
Specifications, will carry out its duties and responsibilities contemplated by this Agreement, and will
not violate any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will
be applicable thereto, ancL to the extent permitted by law, the Agency will not enact or adopt or urge
or encourage the adoption of any ordinances, resolutions, rules, regulations or orders or approve or
enter into any contracts or agreements, including issuing any bonds, notes, or other forms of
indebtedness, that will result in any provision of this Agreement to be in violation thereof
(d) The Agency shall not request or recommend any rezoning of the Site, which will
prevent or adversely affect the development of the Project.
(e) The Agency shall maintain its financial capability to carry out its responsibilities as
contemplated by this Agreement and shall notify the Developer of any event, condition, 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.
10.03. Survival. The representations, warranties and covenants of Developer as contained
in Section 10.01 and 10.02 hereof shall survive the conveyance of the Site to the Developer by the
Agency.
ARTICLE 11.
DEFAULT; TERMINATION.
11.0 I. Defaultby Developer.
(a) Provided the Agency is not then in default of this Agreement under Section 11.02
hereof: there shalJ be an I. event of default" by the Developer upon the occurrence of anyone or more
of the following after the Effective Date:
31
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(I) 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 performance by the Developer during any period in which the Agency is in default of
this Agreement as provided in Section II. 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 shaH 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 any
material part of such entity's properties; or
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(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 terminated, 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 shaH not have been vacated.
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(b)(l) If an event of default by the Developer described in subsection (a) above shall occur,
the Agency shall provide written notice thereof to the Developer, and, if such event of default shall
not be cured by the Developer within thirty (30) days after receipt of the written notice from the
Agency specifying in reasonable detail the event of default by the Developer. or if such event of
default is of such nature that it cannot be completely cured within such time period, then if the
Agency is not then in default of this Agreement and the Developer shall not have commenced to cure
such default within such thirty (30) day period and shall not diligently prosecute such cure to
completion within such reasonable longer period of time as may be necessary then. in addition to any
remedy available under Section 11.03. the Agency may terminate this Agreement or pursue any and
all legal or equitable remedies to which the Agency is entitled, provided, however, if the Developer
shall fail to cure such event of default within said thirty (30) day or longer period or ceases to proceed
diligently to timely cure such event of default, then the Agency may proceed to enforce other
available remedies without providing any additional notice to the Developer.
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(2) Any attempt by the Agency to pursue any of the above referenced remedies will not
be deemed an exclusive election of remedy or waiver of the Agency's right to pursue any other
remedy to which either may be entitled.
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(3) Any time petiods or deadlines provided in this Agreement shall be tolled or extended
by the amount of time to cure any event of default hereunder if such event affects the Developer's or
Agency's ability to perform by such deadline or the expiration of such period.
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(b) In the event of,;l termination of this Agreement pursuant to this Section 11.01, the
Agency shall not be obligated to make or to continue to make any payments of any Impact Fees.
11.02. Default by the Aaency,
(a) Provided the Developer is not then in default under Section 11.01, there shall be an
"event of default" by the Agency under this Agreement in the event the Agency shall fail to perform
or comply with any material provision of this Agreement applicable to it~ provided, however, that
suspension of or delay in performance by the Agency during any period in which the Developer is in
default of this Agreement as provided in Section 11.0 I hereof will not constitute an event of default
by the Agency under this subsection (a).
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(b)( I) If an event of default by the Agency described in subsection ( a) shall occur, the
Developer shall provide written notice thereof to the Agency, and. after expiration of the curative
period described in paragraph (2) below, may terminate this Agreement, institute an action to compel
specific performance of the terms hereof by the Agency or pursue any and all legal or equitable
remedies to wh.ich the Developer is entitled~ provided, however, if the event of default by the Agency
occurs on or prior to the Closing Date, any monetary recovery by the Developer in any such action
shall not include any lost profits or consequential damages and shall be limited to bona fide third-party
out-of-pocket costs and expenses, including reasonable attorneys' fees. incurred by the Developer in
connection with the negotiation of this Agreement as well as any investigation, due diligence,
development, design or construction costs incurred by the Developer in connection with the proposed
acquisition and development of the Site, unless any such default by the Agency was willful and
committed in bad faith with reckless disregard for the rights of the Developer,
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(2) The Developer may not terminate this Agreement or institute an action described in
paragraph (1) above if the Agency cures such event of default within thirty (30) days after receipt by
the Agency of written notice from the Developer specifying in reasonable detail the event of default
by the Agency, or if any such event of default is of such nature that it cannot be completely cured
within such period, then within such reasonably longer period of time as may be necessary to cure
such default, provided however, if the Agency is proceeding diligently and in good faith, the curative
period shall be extended for a period of not exceeding an aggregate of thirty (30) days without any
approval or consent of the Developer being required. but such approval will be required (and shall
be given or withheld in Developer's sole discretion) if the curative period is to be extended beyond
thirty (30) days after the notice of default has been given by the Developer to the Agency if the
Agency has commenced to cure such default within such thirty (30) day period and is diligently
prosecuting such curative action to completion. The Agency shall within said thirty (30) day period
or such longer period promptly, diligently and in good faith proceed to cure such event of default
after receipt of the notice from the Developer and shall succeed in curing such event of default within
said period of time, provided. however. if the Agency shall fail to cure such event of default within
said thirty (30) day or longer period or ceases to proceed diligently to timely cure such event of
default, then the Developer may proceed with its available remedies without providing any additional
notice to the Agency.
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(3) Any attempt by the Developer to pursue any of the remedies referred to in paragraphs
(I) or (2) above wiU not be deemed an exclusive election of remedy or waiver of the Developer's right
to pursue any other remedy to which it might be entitled.
(4) Any time periods or deadlines provided in this Agreement shall be tolled or extended
by the amount of time to cure any event of default hereunder if such event affects the Developer's or
Agency's ability to perform by such deadline or the expiration of such period.
11.03. Qblh:ations, Riihts and Remedies Cumu~. Unless specifically stated herein to the
contrary, the specified rights and remedies to which either the Agency or the Developer are entitled
under this Agreement are not exclusive and are intended to be in addition to any other remedies or
means of redress to which the Agency or the Developer may lawfully be entitled and are not
specifically prohibited by this Agreement. The suspension of, or delay in, the performance of its
obligations by the Developer, while the Agency shall at such time be in default of their obligations
hereunder shall not be deemed to be an "event of default." The suspension of, or delay in, the
performance of the obligations by the Agency while the Developer shall at such time be in default of
its obligations hereunder shall not be deemed to be an "event of default" by the Agency.
11.04. Non-Action on Failure to Observe Provisions of this Agreement. The failure of the
Agency or the Developer to promptly or continually insist upon strict perfonnance of any term,
covenant, condition or provision of this Agreement, or any Exhibit hereto, or any other agreement,
instrument or document of whatever form or nature contemplated hereby shall not be deemed a
waiver of any right or remedy that the Agency or the Developer may have. and shall not be deemed
a waiver of a subsequent default or nonperformance of such term. covenant. condition or provision.
11.05. TerrninatiQll.
(a) In addition to any other rights of termination provided elsewhere in this Agreement,
this Agreement may be terminated prior to the Closing Date as provided in subsection (c) after the
occurrence of any of the following events or conditions:
(I) All of the Site is taken by the exercise of the power of eminent domain by a
governmental authority (except the City or the Agency) or a person entitled to exercise such power
or benefiting therefrom, or such part of the Site is taken by the power of eminent domain so as to
render the Project commercially unfeasible or unusable for its intended uses as contemplated by this
Agreement;
(2) The appropriate governmental authority (but not including the City in exercise of its
governmental and regulatory authority and responsibility). upon petition by the Developer, unduly
delays or denies or fails to issue the Permits, issue the Building Permits, or approve any other land
use approval necessary to commence construction of the Project on the Site;
(3) A moratorium on new construction is imposed by a governmental authority within the
City or Pinellas County so as to prevent construction of the Project to commence;
34
(4) 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 has 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 Project on the Site, and the Developer cannot obtain
a new or replacement certificate or reservation for the Project.
(5) The Site is not conveyed to the Developer by the Agency due to a condition to closing
described in Section 5.10 not being timely satisfied or waived.
(6) The City approves an amendment to the Plan which is inconsistent with the Project
being located on the Site.
(7) Utilities are not readily available at the boundaries of the Site at locations satisfactory
to the Developer by the Closing Date.
(b) Upon the occurrence of an event described in subsection (a), then the Developer or
the Agency may upon determining that such event cannot reasonably be expected to change in the
foreseeable future so as to allow development of the Project, may elect to terminate this Agreement
by giving a notice to the other party hereto within thirty (30) days of the occurrence of such event
or the determination of inability to cause a condition precedent to occur or be satisfied, stating its
election to terminate this Agreement as a result thereof. in which case this Agreement shall then
tenninate, provided, however, only the Developer may elect to tenninate this Agreement upon the
occurrence of an event described in paragraph (5), (6), (7) and (8).
(c) In the event ofa termination pursuant to Section 11.05(b). neither the Developer nor
the Agency shall be obligated or liable one to the other in any way, financially or otherwise, for any
claim or matter arising from or as a result of this Agreement or any actions taken by the Developer
and the Agency, or any of them, hereunder or contemplated hereby, and each party shall be
responsible for its own costs.
(d) Notwithstanding anything to the contrary contained herein, in the event that any party
shall have, but shall not exercise, the right hereunder to tenninate this Agreement because of the
non-satisfaction of any condition specified herein, and such condition is subsequently satisfied, then
the non-satisfaction of such condition shall no longer be the basis for tennination of this Agreement.
(e)( I) Following the Closing Date, the Developer may, at its sole election, elect to terminate
this Agreement prior to the Expiration Date, by agreeing and acknowledging in writing with the
Agency that the Agency is no longer obligated to pay the amounts of Impact Fees, provided in
Section 3.04 or provide offsite retention and detention pursuant to Section 5.22 hereof and by paying
the Termination Fee to the Agency. Upon such election by the Developer and the payment of the
Termination Fee to the Agency, this Agreement shall be deemed terminated except for those
provisions which expressly survive the termination.
35
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11.06. JerminatiQn Cetjifjcate.
(a) In the event ofa termination 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 terminated in accordance with its terms, is no longer of any force
and effect except for those provisions hereof which expressly survive termination, that the rights,
duties and obligations of the parties hereto have been terminated and released (subject to those
surviving provisions hereof) and that the 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 form suitable for
recording and promptly after execution by alJ 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 terminating party.
ARTICLE 12.
UNA VOIDABLE DELAY.
12.01. Unavoidable ~.
(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 12.01.
(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 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 patty
perfonning 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).
(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 filed with the other party to this
Agreement within seven (7) days following the occurrence of the event or condition causing the
Unavoidable Delay or seven (7) days following the Applicant becoming aware (or with the exercise
of reasonable diligence should have become aware) of such occurrence.
36
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(d) The Applicant shall be entitled to an extension of time for an Unavoidable Delay only
for the number of days of delay due solely to the occurrence of the event or condition causing such
Unavoidable Delay and only to the extent that any such occurrence actually delays that party from
proceeding with its rights, duties and obligations under this Agreement affected by such occurrence.
ARTICLE 13.
RESTRICTIONS ON USE.
13.01. Restrictions on Use. Prior to the earlier of the Termination Date or the Expiration
Date, no use of the Project or the Site other than as a conference, research and/or training center,
together with corporate, efficiency apartments and appurtenant uses as described in the Proposal, this .
Agreement and the Plan shall be pennitted unless and until the Developer or the person, if other than
the Developer, intending to so use the Project or 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 13.01. 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
13.01 shall not by its own tenns 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 13.01 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 ofPinelJas County, Florida, and the cost of such recording shaH be paid
by the Developer. Nothing in this Section 13.01 is intended to affect or override any law, ordinance,
regulation, or other legal restriction not set forth in this Agreement. The restrictions contained herein
shall automatically terminate upon the earlier of the Termination Date or the Expiration Date hereof,
provided, however, in no event shall the restrictions contained in this Section 13.0 I survive the tenth
(10th) anniversary of the Effective Date.
ARTICLE 14.
FIRE OR OTHER CASUAL TV; CONDEMNATION.
14.01. Loss or Damaze to Proiect.
If economically feasible, the Developer covenants and agrees to diligently commence and
complete the reconstruction 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 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 Project shall be to the standards, design,
plans and specifications of the original construction unless any change therefrom is approved by the
Agency.
14.02. Partial Loss or Damage to PrQject. Any loss or damage by fire or other casualty or
exercise of eminent domain to the Project or Site, or any portion thereof, which does not render the
Project or Site unusable for the use contemplated by this Agreement, shall not operate to terminate
this Agreement or to relieve or discharge the Developer from the timely performance and fulfillment
37
,;0.
of the Developer's obligations pursuant to this Agreement, subject to an extension of time for an
Unavoidable Delay.
14.03. Notice o(Loss or Damage to psQject. The Developer shall promptly give the Agency
written notice of any significant damage or destruction to the 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 Project. If the Developer determines the 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 determination.
14.04. .s.u.bject to Financin~. The Developer's obligations under this Article 14 are subject
to the terms and conditions of the Construction Financing or any other mortgage financing in effect
at the time any such obligations hereunder would otherwise be applicable.
ARTICLE 15.
MISCELLANEOUS.
15.01. ~.
(a)(l) Prior to the earlier of the Tenrunation 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 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 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 Project,
or any part thereof, assumes aJJ of Developer's obligations hereunder for the 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 form.
(b) An assignment of the Project, or any part thereof, by the Developer to any
corporation, limited partnership, general partnership, Of joint venture. in which the Developef 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 financial 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 15.01, 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
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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 15.01 and the prior approval of the
Agency shall be obtained before such an event shall be effective.
15.02. Successors and AssiiJlS. 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.
15.03. 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:
To the Agency:
Infonnation Management Resources, Inc.
26750 U.S. Highway 19 North
Suite 500
Clearwater, FL 33761
Attention: Robert Molsick
Community Redevelopment Agency of
the City of Clearwater
112 S. Osceola Avenue
Clearwater. FL 33756
Attention: Robert Keller
with copies to:
with copies to:
Albert N. Justice
Justice Corporation
1150 Cleveland Street, Suite 420
Clearwater, Florida 33755
City of Clearwater
112 S. Osceola Avenue
Clearwater. FL 33756
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
15.03. The addresses to which notices are to be sent may be changed from time to time 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.
15.04. 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.
39
15.05. . The laws of the State of Florida shall govern the
validity, perfonnance 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.
15.06. 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 Pinellas
County, Florida.
(b) Each party to this Agreement hereby submits to the jurisdiction of the State of Florida,
PineUas 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) Ifat 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 permitted assignee thereof shall be a foreign
corporatio~ 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 action between it and the
AgenCy arising out of or relating to this Agreement and such service shall be made as provided by the
laws of the State of Florida for service upon a non-resident~ provided, however, that at the time of
service on the Florida Secretary of State, a copy of such service shall be delivered to the Developer
at the address for notices as provided in Section 15.03.
15.07. Agreement Not a Chapter 86-191 Jl Laws of Florida. Development Agreement. The
Developer and the Agency acknowledge, agree and represent that this Agreement, including, without
limitation, any of the Exhibits, is not a development agreement as described in Sections 19-31,
Chapter 86-191, Laws of Florida, codified as Sections 163.3220-163.3243, Florida Statutes.
15.08. Estoppel Certificates. The Developer and the Agency shall at any time and from time
to time, upon not less than ten (10) days prior notice by another party hereto, execute, acknowledge
and deliver to the other parties a statement in recordable form certifying that this Agreement has not
been modified and is in full force and effect (or jf there have been modifications that the said
Agreement as modified is in full force and effect and setting forth a notation of such modifications),
and that to the knowledge of such party, neither it nor any other party is then in defauit hereof (or
if another party is then in default hereof, stating the nature and details of such default), it being
intended that any such statement delivered pursuant to this Section 15.08 may be relied upon by any
prospe'Ctive purchaser, mortgagee, successor, assignee of any mortgage or assignee of the respective
interest in the Project, if any, of any party made in accordance with the provisions of this Agreement.
40
. '
\ '
"'.,,' ,...'...... ,:,'" I~' ',/ _::"> :(\\~'l ,I ,,' ,:. '",.. \ ~ ,,~~.: "'11(": ,"/......~.'I>' "\I,J~. '.:' ..', """, ','\\~:~ '. ':",' . ..."', ,"", .-'':-:'- ~,;,:,.
" I' , .," . \' f. I I. I I " ..' /1 . 'I '~\ ... \ '/' , 'I \ \" '<"', . . - . .. '
-":"_1'1"" ':.",.....,;.'...;"'1:..,';'....'1., '1'1 '/.I'.'I'\~I.' ",",.' ,/ ," .,0',',.....,. ':"','"' .".\,'
''.'' 14J.." '\"\1/./\ 'I' ""'\:'./..\:\,_,1, .,' ,.(,.l. ...~..-..' ,~I.W..:.' ~'
I. .' J .', .... ' V ,\ \' J \ ..a.., \." . . I ~. I 1 I
15.09. Coml2lete Aireement; Amendments.
(a) This Agreement, and all the terms and provisions contained herein, including without
limitation the Exhibits hereto, constitute the full and complete agreement between the parties hereto
to the date hereof, and supersedes and controls over any and all prior agreements, understandings,
representations, correspondence and statements whether written or oral, including the RFP and the
Proposal.
(b) Any provisions of this Agreement shall be read and applied in para materia with all
other provisions hereof
(c) This Agreement cannot be changed or revised except by written amendment signed
by all parties hereto.
15.10. Captions. The article and section headings and captions of this Agreement and the
table of contents preceding this Agreement are for convenience and reference only and in no way
define, limit, describe the scope or intent of this Agreement or any part thereof. or in any way affect
this Agreement or construe any article, section, subsection, paragraph or provision hereof
15.11. ~. It is hereby agreed and declared that whenever a notice or performance
under the terms of this Agreement is to be made or given on a Saturday or Sunday or on a legal
holiday observed in the City, it shall be postponed to the next following business day.
15 .12. ~. Each Exhibit referred to and attached to this Agreement is an essential part
of this Agreement. The Exhibits and any amendments or revisions thereto, even if not physically
attached hereto shall be treated as if they are part of this Agreement.
15.13. ~. The Agency and the Developer hereby represent, agree and acknowledge
that no real estate broker or other person is entitled to claim or to be paid a commission as a result
of the execution and delivery of this Agreement, including any of the Exhibits, or any proposed
improvement, use, disposition, lease, conveyance or acquisition of any or all of the Site, specifically
including the conveyance of the Site by the Agency to the Developer, except for the Justice
Corporation.
15.14. Not an Agent. During the tenn of this Agreement, the Developer hereunder shalJ not
be an agent of the City or the Agency, with respect to any and all services to be performed by the
Developer (and any of its agents, assigns, or successors) with respect to the Project, and the Agency
is not an agent of the Developer (and any of its agents, assigns, or successors).
15.15. Memorandum of~opment Agreement. The Agency and the Developer agree to
execute, in recordable fonn, on the Effective Date, the short form "Memorandum of Agreement for
Development and Disposition of Property," the form of which is attached hereto as .Exh.i.bi1...Q, and
agree, authorize and hereby direct such Memorandum to be recorded in the public records of Pinellas
County, Florida, as soon as possible after execution thereof The Agency shaJl pay the cost of such
recording.
41
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. . , " ,",I '.', 'I, "' , \ . /. " , . '\ . \,"'" I ,,' " > , 1, \ ' "(," ,
. . ~ ~ . 7' ...... '. j , I \, I ", I , , I I' ,(, "\' (. ' . ,I ~ t I
. . '. ,4'"/., -.," . \ J " . "," \ .' . \' ..' \', 'I '" \ ..t " /. \" . \, " " , " \"", \( ,I" I
0., ." i --,~,..,.'. ,'/ j, I, \,&0,' I' - , '" \", I~ I,"'~ ,~,.'>./ J' I,' I "I ."', , /,./1, \ '
\; 1/';1:' . . ~ \' I r . . '. ' ", ".' I' I \ , '. "\ 1"/11 I/! Ill' '" jl/~ ,/ . , " A .
: .." ,_'" . ./~ :,f'_.l ~' #' I.' . ,:',~ ':':' \1, \,,/ ,>1 ,f'y' '.J\'\ .' \;.\-1".. I" " I',' J. '"..,"',: . ,I":,. "
i' ,,' , . \ ,.' .. " . ',' . ,... \,,, ....... /" \...aiiIIIa.. ,,' , , I " '
--' , " '~'. \, ,.,--. ... ,\...... "~ ....'\.l~. ....'. I." \, 1',1 '
1 5.16. ~. The parties acknowledge and agree that this Agreement satisfies,
fulfills and is pursuant to and for a public purpose and municipal purpose and is in the public interest,
and is a proper exercise of the Agency's power and authority under the Act.
15.17. ~o GeneraLOhliiation. In no event shall any obligation of the Agency under this
Agreement be or constitute a general obligation or indebtedness of the City or the Agency, a pledge
of the ad valorem taxing power of the City or the Agency or a general obligation or indebtedness of
the City or the Agency 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. Neither the
Developer nor any other party under or beneficiary of this Agreement shall ever have the right to
compel the exercise of the ad valorem taxing power of the City, the Agency or any other
governmental entity or taxation in any form on any real or personal property to pay the City's or the
Agency's obligations or undertakings hereunder.
15.18. ~ Amendments: Survey Corrections.
In the event that due to minor inaccuracies contained herein or any Exhibit attached hereto
or any other agreement contemplated hereby, or due to changes resulting from technical matters
arising during the term of this Agreement, the parties agree that amendments to this Agreement
required due to such inaccuracies, unforeseen events or circumstances which do not change the
substance of this Agreement may be made and incorporated herein. The Chairman of the Agency is
authorized to approve such technical amendments on behalf of the Agency, respectively, and is
authorized to execute any required instruments, to make and incorporate such amendment to this
Agreement or any Exhibit attached hereto or any other agreement contemplated hereby.
15.19. Term: Expiration; Certificate.
(a) Ifnot earlier terminated as provided in Section I J .05, the tenn of this Agreement shall
expire and this Agreement shall no longer be of any force and effect (except for those matters which
specifically survive such expiration) on the tenth (lath) anniversary of the Effective Date.
(b) Upon completion of the term of this Agreement, all parties hereto shall execute the
Agreement Expiration Certificate. The Agreement Expiration Certificate shall constitute (and it shall
be so provided in the certificate) a conclusive determination of satisfactory completion of all
obligations hereunder and the expiration of this Agreement.
(c) The Agreement Expiration Certificate shall be in such form as will enable it to be
recorded in the public records of Pine lias County, Florida. Following execution by all of the parties
hereto, the Agreement Expiration Certificate shaH promptly be recorded by the Developer in the
public records of Pinellas County, Florida, and the Developer shall pay the cost of such recording.
15.20. Effective pate. Following execution of this Agreement (and such of the Exhibits as
are contemplated to be executed simultaneously with this Agreement) by the authorized officers of
the Agency and by authorized representatives of the Developer following approval hereof by the
42
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, .., ."._ .... ',' '. I....,'~~,'~: "',':}~'~/;:'I\\ '<:':.l :"/.,~~J:>,I;~.",:',"''''\'>'<<> :. >i"":"~: .,,"')~' :,:.'....,:...;..,.'l,...,:,'l','....:',,;">':' ~., ....J.;':.; .",: ,'.,-':, ';.'::
"-"'\_"'"~'I/'''~''''''' ".,., ,.,/,...\.",. ....,.
.'. . \. .,~,\ 1'\ . ( ,\ .'.. ,\ ' '.. I \'. -. " .' ,.' .' ........ . '. ..' _' .... " \ '
\ ." l' I\., I, \ \ I, \~ '.. ~ ~', " \:.l. '_~ :'. ,~! '" ' ,'",'" ,', ..
. "it_'.::~ '," :>;.: '. <,,' "."."~ .~"'r, '. ~;'. .,~ ......~...."P,,,..."".,,,..~ .,.,..."." ~lt~~U\".'\" ',~ ;,,'>:,';" , y'\"::, ,'I""" . '.~.;-, t _,.... '." ." ,c.' :."'. -\"',.' .,-
.. ,. "
Agency and the Developer and following the approval by the City and the Agency, respectively of
the Interlocal Agreement, this Agreement (and any executed Exhibits) shall be in full force and effect
in accordance with its tenns and upon the recording of the Memorandum of Development Agreement
as contemplated by Section 15. 1 5 hereof
IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals
affixed as of this day of October, 1998.
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF CLEARWATER, FLORIDA
By:
Rita Garvey, Chairperson
Approved as to form:
ATTEST:
By:
Pamela K. Akin, City Attorney
Cynthia E. Goudeau, City Clerk
INFORMATION MANAGEMENT RESOURCES, INC.,
a Florida corporation
By:
Satish K. Sanan, President
ATTEST:
By:
Secretary
(SEAL)
43
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81 ATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this day of October, 1998,
by RITA GARVEY and CYNTHlA E. GOUDEAU, Chairperson and City Clerk, 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)
Printedffyped Name:
Notary Public-State of Florida
Commission Number:
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this day of October, 1998, by
SA TISH K. SANAN and DILIP PATEL, President/CEO and Secretary, respectively of Information
Management Resources, Inc., a Florida corporation. They are personally known to me or have
produced a valid driver's license as identification.
(SEAL)
Printedffyped Name:
Notary Public-State of Florida
Commission Number:
F:\WP6 I \WORK\RJR\JUSTICE\ I 18O\DEVELOP.NEW
44
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;.." \...."H.t."'........'''"...''~...c...r'''~!''...:6'..~!,,'<.' , :~ - ,'. ....,;': t' '..:
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"".
.XHmII..A
Site
XWWI..B.
Intentionally Reserved
EXl:WllI..C.
Special Warranty Deed
EXl:IIWI.Jl
Memorandum of Agreement for Development and Disposition of
Property
EXlim.Ill
Agreement Expiration Certificate
/
EXliIB1.ll
Agreement Termination Certificate
''1.-''
:;v.. .n...t.,!.o"".' t'l "...... ~~....J;;., L'",'. ..;.,.1f-" ..'.~
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EXHlIUI.A
S.ITE DESC81PTION
(TO BE FURNISHEDI
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", \ \ I ' , ,. 0\ \.\ I' \" 'tl '
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I ' .' (I:., \, \ " ' t ' ~ \!\ ..: ,,/,. \; .'. " 'tJ '\ I.. \ , I . , " I , / I ' ' . "', ,I /.~ ., ...~ r ,I. \ 1'\ / r y::' ",.~ I , I'" . . . "
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v / l .1 I \ ,,' /' '. ,,\ /, j'" I', """'&' I I ' , 4 ~ . '. I \ , \,' \ f/ , '\ " "
:"':/\:" "'.
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',>..!;.
EXHIBI:r 8
!RESERY.EDJ
.~ I \ ,\ 1, 'J. I Y I , ',' ~ / I ! / \ ' \, J I ' I I , 1 I j ('" ...' ., \' ,
".,
EXHIBIT C
SPECIAL WARRANTY DEED
COMMUNITY REDEVELOPMENT AGENCY, also
known as THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF ClEARWATER, 8 body
politic and corporate of the State of Florida created
pursuant to Pert III. Ch. 163 Fla. Stal. whose address
Is 112 S. Osceola Avenue, Clearwater, Florida 33756.
hereinafter called the GRANTOR, for and in .;. '..
consideration of Ten and 00/100 Dollars ($10.0Q),
and other valuable consideration the receipt of which
Is hereby acknowledged a does bargain, sell, convey
and grant unto INFORMA TlON MANAGEMENT
RESOURCeS, INC., a Florida corporation, whose
address is 2670 U.S. Highway 19 North, Suite 500, Clearwater, Florida -33761.
hereinafter called The GRANTEE, the federal tax identification number of which is: 59.
2911475. its successors and assigns forever. the real property, situate, lying and being
in PineUas County, Florida, more particularly described in EXHIBIT -A- attached hereto.
TAX PARCEL 1.0. #
Subject to taxes for current year and to those matters listed in EXHIBIT -8"
attached hereto.
TO HAVE AND TO HOLD unto the said GRANTEE, its successors and assigns
forever, and said GRANTOR warrants and shall defend the title against the lawful
claims of all persons claiming by, through, or under it. but against none other.
TOGETHER with all and singular the tenements. hereditaments and
appurtenances thereto belonging or in anywise appertaining.
IN WlTNESS WHEREOF. GRANTOR has caused these presents to be executed
in its name by its Chainnan this day of , 1998.
[SIGNATURE PAGE FOllOWS]
PREPARED BY AND ReTURN TO:
.1
.0.
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:' ,>..~:. " '0,'; :
(SEAL)
ATTEST:
By:
.as
Its: Executive Diret:tor
INFORl\fATlON
RESOURCES, INC.
MANAGEMENT
By:
.as
Its
(SEAL)
ATI'EST:
By:
.as
Its: Secretary
2
.~..,...i.t>,..',> .j.." ,..>'-1. ",' .".., ' ~. ,..... /
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this day of
. 1998, by , Chairman of the Community Redevelopment
Agency of the City of Clearwater, a body corporate and politic of the State of Florida. on
behalf of the Agency. He is personally known to me or has produced a valid driver's license
as identification.
(SEAL)
PrintedJTyped Name:
Notary Public-State of Florida
Commission Number:
STATE OF FLORIDA
COUNTY OF PINEUAS
The foregoing instrUment was acknowledged before me this cL1y of
, 1998, by of Information Management Resources, Inc.. a
Florida corporation, on behalf of the corporation. He is personally known to me or has
produced a valid driver's license as identification.
(SEAL)
Printed/Typed Name:
Notary Public-Stale of Florida
Commission Number:
3
EXHIBIT D
MEMORANDUM OF DEVELOP~" AGREEMENT
[Il\fR - SiU n Project]
This Memorandum of Agreement for Development and Disposition of Property
(WMemorandum") is made this _ day of , 1998, by and between the
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER,
FLORIDA, a public body corporate and politic of the State of Florida (the" Agency"), whose
address is 112 S. Osceola Avenue, Clearwater, FL 32521, and INFORMATION
MANAGEMENT RESOURCES, INC., a Florida corporation (the "Developer"), whose
address is 26750 U.S. Highway 19 North, Clearwater, FL 34621.
This Memorandum pertains to an Agreement for Development and Disposition
of Property (IMR - Site D Project), by and between the AgetCj and the Developer, dated as of
, 1998 (the "Development Agreement.), which provides. among other things,
for the sale of property within a project site as described in Exhibit "A" attached ~eto and
made a part hereof for the development and construction of the lMR - Site n Project, as same
is defined in the Development Agreement.
The Development Agreement is incorporated herein and made a part hereof by
reference as fully as though it were set forth herein in its entirety. It is the intention of the
parties to hereby ratify, approve and confirm the Development Agreement as a matter of public
notice and record. Nothing herein shall in any way affect or modify the Development
Agreement, nor shall the provisions of this Memorandum be used to interpret the DeveIoplmnt
Agreement. In the event of conflict between the terms of this document and those contained in
the Development ~leement, the terms in the Development Agreement shall control.
A copy of the fully-e.xecuted Development Agreement is on fde with the City
Clerk, City of Clearwater. Florida, located at City Hall. 112 S. Osceola Avenue. Clearwater,
Florida. which is available for review and copying by the public.
IN WITNESS WHEREOF, the parties heretO have set their hands and their
respective seals affixed as of the day of , 1998.
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA
By:
.as
Its Chairman
,,' i :" ", '.; ; _'.:
~:... ,.. ,"'t., ,'" ',.1".'.; "'" "
ATTEST:
COMMUNlTY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER
By:
Executive Director
Chairman
WITNESSES (as to all signatures):
Printed Name:
Printed Name:
STATE OF FLORIDA
COUNlY OF PINELLAS
The foregoing SPECIAL WARRANTY DEED was acknowledged before me this
day of ,1998, by RITA GARVEY, as Chairman, and ROBERT
KELLER, as the Executive Director of the COMMUNITY REDEVELOPMENT AGENCY
OF THE CI1Y OF CLEARWATER, a body politic and corporate, on behalf of said entity.
Such persons are personally known to me or presented
as identification.
Notary Public, State of Florida
My Commission Expires:
My Commission Number:
2
_ ....., ._.....,'" .,' .~,', /. ,,-,', :;,...,,'~'>'..' > . h
.. . ~ . ., " "
EXHIBIT E
AGREEMENT EXPIRATION CERTIFICATE
[IMR - SITE n Project]
This Agreement Expiration Certificate ("Certificate.) is made this _ day of
, _, by and between ~ COMMUNITY REDEVELOP~lENT AGENCY 'l-
OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the
State of Florida (the "Agency"), whose address is 112 S. Osceola Avenue, Clearwater, FL
32521, and INFORMATION MANAGEMENT RESOURCES, INC., a Florida corporation
(the "Developer"), whose address is 26750 U.S. Highway 19 North, Clearwater, FL 34621.
ThJs Certificate pertains to an Agreement for Development and Disposition of
Property (IMR. - Site n Project), by and between the Agency and the Developer. dated as of
, 1998 (the oIDevelopment Agreement"), which provides, among other
things, for the sale of property within a project site as described in Exhibit · A" attached hereto
and made a part hereof for the development and construction of the IMR - Site n Pr{)ject, as
same is defmed in the Development Agreement.
The Development Agreement has expired in accordance with its own terms as of
_' . and is no longer of any force or effect, except for those matters
refereDCed in Section lS.19(b) of the Development Agr~ent, which specifu:ally survive the
expiration thereof. and that the IMR Site n is no longer subject to any restriction. limitation,
or encumbrance imposed by the Development Agreement. This Ccrtificat~ executed
by the parties to the Development Agreement as provided in Section 15.19 ereof and
constitutes a conclusive determination of satisfactory completion of all ob ons under such
Agreement and that the Development Agreement has expired. except for those matters which
survive as noted above.
A copy of the fully-executcd Development Agreement is on file with the City
Clerk. City of Clearwater. Florida, located at City Hall, 112 S. Osceola Avenue, CJearwater,
Florida, which is available for review and copying by the pubJic.
IN WITNESS WHEREOF, the parties hereto have set their hands and their
respe~tive seals affixed as of the _ day of , _'
1
i;'~'
,"'.
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. ~ '-j
"....
..""..;...._~_ ."",:>:i"~a'.,''''..t'''v-;;~.I'':\.c ,; .,.' _
(SEAL)
ATTEST:
By:
Its: Executive Director
(SEAL)
ATTEST:
By;
Its: Secretary
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA
By:
.85
Its Chairman
-,. ','c
,as
INFORMATION
RESOURCES, INC.
MANAGEMENT
By:
Its
,as
,as
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'. :".... ,..,. <"
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrutnent was acknowledged before me this day of
~ , by ~ Chairman of the Community Redevelopment .
Agency of the City of Clearwater, a public body corporate and politic of the State of Ronda,
OD behalf of the Agency. He is personally known to me or has produced a valid driver's
license as identification.
(SEAL)
PrlntcdlTyped Name:
Notary Public-Statc of Florida
Comrni~on Number:
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this day of
. _, by __of Information Management Resources, Inc., a
Florida corporation. on behalf of the corporation. He is personally known to me or has
produced a valid driver's license as identification.
(SEAL)
Pri.ntedlTyped Name:
Notary Public-stare of Florida
Commission Number:
3
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EXHIBIT F
AGREEMENT TERMINATION CERTIFICATE
[L\IR - Site n Project]
This Agreement Termination Certificate ("Certificate") is made this _ dAy of
, , by and between the COMMUNITY REDEVELOPMENT AGENCY
OF TIlE CITY OF CLEARWATER, FLORIDA, a public body corp<>rate and politic of the
State of Florida (the lr Agency"), whose address is 112 S. Osceola Avenue, ClearwatQ, FL
32521, and INFORMATION MANAGEMENT RESO~CES. INC., a Florida corporation
(the "Developer"), whose address is 26750 U.S. Highway 19 North, Clearwater, FL 34621.
This Certitkate pertains to an Agrcemem for Development a.od Disposition of
Property (IMR - Site n Project), by and between the Agency and the Developer, dated as of
18, 1998 (the -Development Agreement"), which provides, among other
things, for the sale of property within a project site as described in Exhibit · A" attached hereto
and made a part hereof for the development and construction of the IMR - Site n ~ojc:ct, as
same is defined in the Development Agreement.
The Development Agreement bas terminat~ in accordaoce with its own terms
as provided in Section 11.05 thereof as of _, , and is no longer of any
force or eff~t e:xcept for those provisions which expressly survive termination. This
Certificate has been executed by the parties to the Development Agreement as provided in
Section 11.06 thereof and constitutes a conclusive determination that the Development
Agreement has been terminated, the rights, duties and obligations of the parties hereto have '
been terminated and released (subject to those surviving provisions) and the IMR- Site n is no
longer subject to any restrictiom, limitations or encumbrances imposed by the Development
Agreement.
A copy of the fuJly-exccuted Development Agreement is on file with the City
Clerk, City of Clearwater, Florida, located at City Hall, 112 S. Os<:eoJa Avenue, Clearwater,
Florida, which is available for review and copying by the public.
IN WITNESS WHEREOF, the parties hereto have set their hands and their
respective seals affixed as of the _ day of . _'
C01\1l\1UNITY REDEVELOPMENT A.GENCY
OF THE CITY OF CLEARWATER, FLORIDA
",
By:
Its Chairman
. as
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(SEAL)
A TIEST:
By:
Its: Executive Director
. (SEAL)
ArrEST:
By:
Its: Secretary
,as
INFORMA nON MANAGEftfENT
RESOURCES, INC.
By:
Its
,as
2
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STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrUment was acknowledged before me this day of
, by . Chairman of the Community Redevelopment
Agency of the City of Clearwater, a pablic body corporate and politic of the State of Florida,
on behalf of the Agency. He is personally known to me or has produced a valid driver's
license as identification.
(SEAL)
Printed/Typed Name:
Notary Public-State of Florida
Conunission Number:
(SEAL)
STATE OF FLORIDA
COUNTY 'OF PlNEll..AS
The foregoiDg instrument was acknowledged before me this day of
I _, by of InfOI'IIlAtion Management Resources. Inc.. a
Florida corporation, on behalf of the corporation. He is personally known to me or has
produced a valid driver's license as identification.
PrintedJTyped Name:
Notary Public-State of Florida
Commission Number:
3
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