10-13-2003
AGENDA
COMMUNITY
REDEVELOPMENT
AGENCY
10/13/03 .
AGENDA
COMMUNITY REDEVELOPMENT AGENCY MEETING
October 13, 2003
1 - Call to Order
2 - Approval of Minutes: 01/27/03,09/02/03 & 09/15/03
3 - Recommend the City Commission approve a contract with Bellomo-Herbert and Company,
Inc. for design of the Cleveland Street and Station Square Parkstreetscape, in the amount
of $371,828.61.
4 - Approve extension of time for Development Agreement for 1180 Cleveland Street,
Clearwater, Florida through October 30, 2004, and authorize the appropriate officials to
execute same.
5 - Executive Director (Assistant City Manager) Verbal Reports
6 - Other Business
7 - Adjourn
Community Redevelopment 2003-10-13
1
10/13/03
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~Cleanvater i
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City Commission
Agenda Cover Memorandum
CRA3
Tracking Number: 223
Actual Date: 10/16/2003
Subject / Recommendation:
THIS IS A CRA ITEM
Recommend the City Commission approve a contract with Bellomo-Herbert and Company, Inc. for
design of the Cleveland Street and Station Square Park streetscape, In the amount of
$371,828.61.
Summary:
In April 2002 the Clearwater Community Redevelopment Agency (CRA) released a Request for
Qualifications for Urban Design, Streetscape and Wayfinding Services.
In May 2002 a selection committee consisting of representatives from City Management,
Economic Development, Planning and Public Works selected Bellomo-Herbert as the preferred
consultant.
In August 2002 the City contracted with Bellomo-Herbert to prepare the conceptual wayfinding
and downtown streetscape plans.
The CRA approved the conceptual streetscape plans in January 2003.
This contract includes complete design, permitting and constrtlctlon plans for all streetscape and
road work on Cleveland Street from Osceola Avenue to Myrtle Avenue, plus Station Square Park.
Streetscape features include: decorative sidewalks; intersection treatments; medians; landscape
and hardscape.
The project also includes upgrade and replacement of stormwater collection and water distribution
systems along Cleveland Street.
Design will begin upon contract approval and be complete within nine months.
Resolution 02-50 was passed on November 21, 2002, establishing the City's intent to reimburse
certain project costs incurred with future tax-exempt financing. The projects Identified with 2004
revenue bonds as a funding source were included in the project list associated with Resolution
02-50.
Sufficient budget and funding are available in Capital Improvement Program (CIP) project
Downtown Streetscape, 315-92269, for the streetscape portion; In CIP project Storm Pipe System
Improvements, 375-96124, for the stormwater portion; and in CIP project Water System R&R
Capitalized, 356-96741 for the water portion.
A copy of the contract is available for review in the Office of Official Records and legislative
Services.
Originatina: User Department:
Engineering
Clearwater
::.3~;::::';:~~~~~. Agenda Cover Memorandum: Financial Information
WI:'_'-,W~~~'ll.llPl - ---.-....... -.- -lil'Cl:T 'I
Page 2 of 2
Type: ICnpitrll Expenditure .:J
Bid Required?: I ~
In Current Year BUdget?:IYes
~
Budget Adjustment: I
~
Current Year Cost:
Annual Operating Cost:
For Fiscal Year:
to I
Total Cost:
.
Not to Exceed:
Appropriations Code
1315 -92169-561200-549-000
1375 -96 124 -561200-539-000
1356-96741-561300-533-000
Amount
Appropriations Comment
IS333.133,75
IStreetscape
IStormwater
ISI2,463.72
IS26,231.14
IWrlter
- Review Approval:
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I. SCOPE OF THE \VORK
Bellomo-Herbert & Company, Inc. (hercinafter referred to as the LANDSCAPE
ARCHITECT. shall provide the following Scope of Work to the City of Clearwater
(hereinafter referred to as the CITY). which shall include the completion of Survey,
Geotechnical Engineering. Design Development Documcnts, Construction Documents,
l3iJding Phase services and Construction Observation services for the Cleveland Street
Streetscape from Osceola Avenue to Myrtle Avenue, inclusive of both intersections and
for Station Square Park within the City of Clearwater Redevelopment Area. All plans and
design documents are to be prepared with Standard English values in accordance with all
applicable City. State, and Florida Department of Transportation (FDOT) manuals and
guidelincs. The LANDSCAPE ARCHITECT'S services shall include the following tasks:
A. I>ESIGN/IUGHT OF 'VA Y SURVEY
Topographical Survey: Full topographical survey of all roadway segments,
including utilities, signage, building faces, landscape features, drainage inlets/pipe
size und material, inverts, etc. Survey will be performed to the right of way plus
25' or building face (whichever is closer) Intersecting street centerline and
flowline grades shall extend 100' past R/W. to ensure proper tie-in information is
obtaincd. All existing canopy trees indicated to remain on the previously
completed streetscape co~cept plans shall have their drip lines indicated.
CONTROL
Horizontal and Vertical
All surveys and engineering plans shall be referenced to the North American
Datum of 1983/90 (horizontal) and the North American Vertical Datum of 1988.
The unit of measurement shall be the United States Foot. Any deviation or use of
any other datum, (horizontal and or vertical), must be approved by the City of
Clearwater Engineering Department.
DTM Survey: Full DTM on the entire roadway segments; including building FF
elevations at all entryways abutting the project roadways.
Bench Marks: Project Bench Marks and Horizontal Control shall be set
approximately at 1,000 feet intervals along each project.
Right of way: Surveyor will establish existing right of way
B. GEOfECHNICAL ENGINEERING
Geotechnical exploration is planned to contain the following, in preparation of the
design of pavements. traffic signal mast arms and decorative towers:
Q) Stake boring locations at the site.
0> Notify Sunshine One-Call for utility clearances.
0> Provide Florida Highway Patrol troopers for traffic control.
Q) Mobilize truck-mounted rotary drilling equipment to the site.
Pal!e No I
Clc\'c1and Street & Station Sauare Park
08/12103
SI.'ll!"c: of ~t.:n h:c..'S
Pm~~ ~~l ~
Bcllomo Ikr[,cn AIllI Clll1lP:U1\', Inc.
Q)
Perform 5 Standard Penetration Test (SPT) borings to a depth of 30 feet at
the location of proposed mast arms.
Perform approximately 20 pavcmcnt cores and auger borings to a depth of
5 feet within proposcd new brick paver and asphalt pavement arcas.
Perform visual classilication ofthc soil samples obtained from the SPT
and auger borings.
Perform limited laboratory classification tests on selected soil samples.
Perform 12 laboratory California Bearing Ratio (CBR) tests on
representati ve subgrade soils.
Analyze the field and laboratory data to develop geotechnical engineering
parameters for use by others to design the mast ann foundations.
Q)
Q)
Q)
Q)
Q)
The exploration will be supervised by a Geotechnical Engineer rcgistered in the
Slate of Florida. The results of the exploration will be presented in a geotechnical
engineering report signed and scaled be a r.E. This report will specifically otTer
recommendations on the following items:
Q)
Q)
Q)
Q)
Existing site conditions.
Exploration. testing, and sampling methods.
Subsurface soil conditions encountered and soil classifications.
Depth to groundwater at thc timc of the exploration and estimated
seasonal high groundwater levels.
Estimated valucs of soil design parameters for mast arms.
A discussion of gencral sitc prcparation tcchniqucs and till compaction.
General pavcmcnt rccommcndations.
.
Q)
Q)
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C. PROJECf DESIGN ANALYSIS
1.0 Design Analysis Ficld Revicws: The LANDSCAPE ARCHITECT will
pcrform two field revicws of thc projcct will bc providcd. as follows:
1.0.\ Perform design survey field vcrification.
1.0.2 Rcview project with City of Clearwatcr staff during thc design
proccss to ensure all design elements are incorporated and identify
design issues or conflicts which must be addressed prior to
commencement and completion of plans.
2.0 Railroad Coordination: The LANDSCAPE ARCHITECT will coordinate
with the CSX Railroad as needed to ensure construction activities
including traffic control near the railroad right of way are clearly defined
and understood by all partics.
3.0 Design Analysis Progress Meetings: The LANDSCAPE ARCHITECT
will perform two additional kick-off/coordination meetings for the project
as follows:
3.0.1 Coordination meeting with FOOT District 7
Clcvclnnd SI,~'C1 & Sial .on S\1u;lIC Park
01\112103
Scone ofSer\'ices Bellomo lIerhcrt And Comnan\' Inc
3.0.2 Coordination with utility suppliers
D. DESIGN COMPONENTS
1.0 Roadway Design
1.0.1 Roadway Plans:
1.0.1.1 Typical Sections and Notcs: The LANDSCAPE
ARCHITECT will prepare a typical section for the
project which will depict typical construction activities
such as construction of curb median and sidewalk, limits
of right of way. limits of milling and resurfacing etc.
Notes will be provided as needed to direct the contractor
in regard to any special needs relating to typical section
elements.
1.0.1.2 Summary of Quantities: Quantities associated with all
design elcments will be displayed in a summary of
quantities box.
1.0.1.3 Plan Shcets: Plan and profile sheets will be provided for
the entire project length. Profile shall show all
underground utilities. Due to construction of proposed
bulb-out areas, gutter profiles will be necessary in order
to ensure positive drainage flow in the final condition.
1.0.1.4 Miscellaneous Construction details: Construction details
depicting milling and resurfacing operations and survey
reference information will be included.
1.0.1.5 Cross Sections: Cross sections will be evaluated to
confirm existing pavement cross slope meets applicable
standards and for utility conflicts. Cross sections will be
included in the construction plans. Assume two cross
sections per intersection and every 50 feet along the
centerline of Cleveland Street.
2.0 Dminage
2.0.1 Design Analysis:
2.0.1.1 Design of Storm Sewers: The LANDSCAPE ARCHITECT
will provide hydraulic analysis of approximately 15
existing structures that are failing and will require
replacement. Also includes pavementspread analysis in the
associated areas. The analysis shall include drainage maps
and Stonn Tab calculations to meet the City's Storm water
criteria.
PaRe No. 3
Cleveland Strc:cl & Station Sllua~ Park
08112103
S~on~ Ot' S~f\ IC~S
B~lIomo lI~rhcn And Comnanv. Ine
2.0.1.2 Design of Special Drainage System: The LANDSCAPE
ARCHITECT will provide hydraulic analysis of
approximately 27 new structures that will be necessary as
part of the bulb-out construction (includes both roadway
inlets and roof drain tie-in structures). Also includes
pavcmcnt spread analysis in thc associated areas.
2.0.1.3 Drainage Design Report: The LANDSCAPE ARCHITECT
will provide a drainage design report which will document
all drainage analyses and coordination necessary for the
project.
2.0.2 Dminagc Plans:
2.0.2.1 Drainage Structures: The LANDSCAPE ARCHITECT will
provide proposed drainage structure drawings which will depict proposed
structures in cross sectional view as well as nearby utilities, foundations
and other known existing and proposed subterranean elements.
Approximately 42 structures are estimated for this project.
2.0.2.2 Summary of Drainage Structures: Proposed drainage
structures will be tabulated in a summary table in the
construction plans.
2.0.2.3 Erosion Control Detail Sheet: Detail depicting erosion
control measures proposed for the project during
construction will be provided in the construction plans.
2.0.2.4 Special Drainage: Special structure details necessary for
existing structure tie-in and/or utility conflict box will be
provided.
2.0.2.5 SWPPP: A storm water pollution prevention plan will be
prepared for this project and will be provided in the
construction plans.
2.0.2.6 Site Grading: A site grading plan will be provided for the
Station Square Park Area.
3.0 Tmflic Control Plans:
3.0.1 Traffic. Control Plan Design Analysis: The LANDSCAPE
ARCHITECT will evaluate the local traffic patterns and proposed
construction activities (including performance of a lane closure
analysis) to identity the . traffic control approach during
construction.
PUI!C No 4
Cleveland Street &. Station Sauare Park
08/12103
Scopc of SCf\ ICCS Bellomo Ilcrhert And Como:lll\'. Inc
3.0.2 Typical Sections: The LANDSCAPE ARCHITECT will provide
traftic control typical sections for each phase of construction as
well as phasing and general notes.
3.0.3 Typical Details: The LANDSCAPE ARCHITECT will providc
dctails in arcas where typical sections do not apply and do not
provide the contractor sufficient information to complete the
construction activities. Specifically, work in the vicinity of the
Seaboard Coastlinc Rail Road is anticipatcd to require additional
detailing. Other areas may also require more spccific details and
will also be included.
4.0 Utility DcsignlPcnnits:
4.0.1 Design of Watcr Distribution System: The existing (two lincs)
watcr distribution systcm will be replaccd with one single line (all
supply lines will also be replaced from meter to mainline). The
design analysis will includc reviewing all subsurface utilitics and
providing a layout that accommodates the new gravity sewer lines,
the new roadway storm sewer system, the new on-street lighting,
the new traffic signal mast arms, and all other existing utilities not
being rcplaced or re-Iocated. The design will includc placement of
water mcters, valvcs, valvc boxes, back flow prevention deviccs,
and othcr city rcquired appurtenances in accordance with City
Standards. A Ji4" water scrvicc Iinc and a I" tap / lawn metcr for
irrigation for Station Square Park will also be dcsigned. Utility
manholcs will be adjustcd as needed to accommodate new
pavement elevations.
4.0.2 Dcsign of gravity sanitary collection system: The existing gravity
collection system will remain in place. Utility manholes will be
adjusted as needed to accommodate new pavement elevations.
4.0.3 Utility Details: Utility Details will be included where necessary
such as crossing details, trenching details, backfilling details,
special connection details, ctc to ensure proper municipal
construction standards.
4.0.4 FDEP Design Criteria Dcsign and Specifications: The
LANDSCAPE ARCHITECT will design and provide construction
spccifications for the water distribution and gravity sanitary
collection systems in accordance with the City and FDEP design
standards and specifications.
4.0.5 FDEP Permits: The LANDSCAPE ARCHITECT will submit the
permit packages for the water distribution system and the gravity
sanitary collection system. The LANDSCAPE ARCHITECT will
J'a~e No 5
Clc\'c:Iund Street & St:uion SQuare Park
08/12/03
Sconc of Scrvlccs
Bellomo Hcrbcrt And Comrmnv. Inc.
coordinate the FDEP permit submittal. secure the appropriate City
signatures. and respond to comments by FDEP.
4.0.6 FDEP Permit Clearances: The LANDSCAPE ARCHITECT will
provide clearances for FDEP permits on a time and material basis.
4.0.7 Railroad Permit/Coordination: The LANDSCAPE ARCHITECT
will coordinate with the CSX railroad to obtain all permits
necessary to construct the waterline under the existing rail.
4.0.8 Construction Plans (Plan and Profile View): The construction
docllments will contain both plan and profile view of the proposed
water and wastewater facilities. The plan view will contain all of
the proposed appurtenances while the profile view will depict pipe
inverts, sizes, slopes and structure locations.
4.0.9 Details: Drainage conflict structure details will be provided as
necessary.
4.0.10 Utility Design Field Reviews: An initial utility design field review
will be necessary to confirm all existing connection locations, City
appurtenances, and miscellaneous features to compare with the
surveyed information and City as-built plans for accuracy. A
second design field review after completion of the Design
Development plans will confirm the constructability of the utility
systems and minimize conflicts from occurring at the construction
phase.
4.0.11 Utility Design Progress Meetings: A utility design progress
meeting will held with City staff to review the proposed utility
improvements, perform a comparative analysis to existing system,
address future needs, and check for conformance to City standards.
An additional Design meeting will be held with the City
Engineering staff, the City Maintenance staff, the Fire Marshal,
and other City departments after the design layout is complete, to
review constructability, usage, and maintenance, address future
needs, and to review the construction cost estimate.
4.1 Utility/Railroads (Utility Coonlination):
4.1.1 General: The LANDSCAPE ARCHITECT will be
responsible for Utility Clearance Certification. The
LANDSCAPE ARCHITECT shall identify all utilities
within the project limits and coordinate with utility
companies to resolve conflicts.
4.1.2 Initial Contact: The LANDSCAPE ARCHITECT will
establish names of utility owners in the corridor and
I'm:c No 6
Clcvd:md Street & Station SQuare I'nrk
08/12/03
Scone of Services
Bellomo IIcrhcn And romnnnv Inc,
associated contact personnel. The LANDSCAPE
ARCHITECT will make initial contact (either by phone
or direct mail) with utility owners to inform them of the
ongoing design effort and the potential affect on their
utility.
4.1.3 Prepare Utility Adjustment Sheets: The LANDSCAPE
ARCHITECT will prepare utility adjustment sheets
showing all utilities and their existing and proposed
location.
4.1.4 Coordination with Utility Companies: The -
LANDSCAPE ARCHITECT will transmit plan sets to
utilities at various phases of design (TBD) so as to obtain
information directly from the utility owners as to the
location of their facilities. Utility owners will mark their
facilities on the plan sets provided and return to The
LANDSCAPE ARCHITECT for inclusion in the
construction plans. A pre-design meeting will be held
with the utility owners to review the project and assess
impacts to utilities. As a result of the information
obtained at the pre-design meeting The LANDSCAPE
ARCHITECT will attempt to identify potential problems
and adjust project design if possible to reduce or
eliminate impacts. An additional meeting will be held
jointly with all utilities (if necessary) or individually in
order to finalize any remaining issues.
4.1.5 Railroad Coordination: The LANDSCAPE ARCHITECT
will coordinate with the CSX railroad in order to obtain
written agreements to allow for construction within the
railroad right of way.
5.0 Signing and Pavement Maoong:
5.0.1 General Notes: The LANDSCAPE ARCHITECT will provide
signing and pavement marking general notes in the construction
plans
5.0.2 Block Quantities: The LANDSCAPE ARCHITECT will provide
signing and marking tabulation in the construction plans. The
tabulation will specify each paint item required and the associated
quantity.
5.0.3 Plan Sheets: The LANDSCAPE ARCHITECT will provide
signing and pavement marking plan sheets for the length of the
project.
, Page No 7
Cleveland Street & Station Sauare Park
08112103
SCll!'e ,11 SCf\ICCS
Palle No 8
Bellomo I krhen And C'om['lan\'. Inc
5.0.4 Guide Sign Worksheet: The LANDSCAPE ARCHITECT wiIl
provide guide sign (non-standard sign) design for the project.
There an estimatcd six such signs within the project corridor.
5.0.5 Signing and Pavcment Marking Field Review: The LANDSCAPE
ARCHITECT will perform one field revicw to evaluate the
cxisting marking and perfol'm a sign inventory. The sign inventory
will include tabulation of nil existing signs including sign type,
location and installation datc.
6.0 Signalization:
6.0.1 Tabulation of Quantities: The LANDSCAPE ARCHITECT will
provide signalization tabulation in the construction plans. The
tabulation will spccify ench signal itcm requircd and the associated
quantity.
6.0.2 General Notes: The LANDSCAPE ARCHITECT will provide
signalization general notes in the construction plans.
6.0.3 Signalization Detail (Plan): The LANDSCAPE ARCHITECT will
provide a signalization plan for four intersections for which
existing signals are to be replaced with proposed decorative
signals. The intersections are: N. Osceola A venue, N. Garden
Avenue, N. East Avenue and Myrtle Avenue. All associated
structural analyses will be performed by the signal manufacturer.
6.0.4 Special Details: The LANDSCAPE ARCHITECT will provide
loop replacement details for each of the five signalized
intersections along the project corridor.
6.0.5 Signalization Field Review: The LANDSCAPE ARCHITECT will
perform one field review to evaluate the existing signal
configuration and operation. The LANDSCAPE ARCHITECT will
also perforin a cabinet inventory for each of the five signalized
intersections in the project corridor.
6.0.6 Signalization Progress Meeting: The LANDSCAPE ARCHITECT
anticipates one progress meeting will be necessary in association
with signalization design.
7.0 Lighting:
7.0.1 Service Point Details: The LANDSCAPE ARCHITECT will
provide service point details in the construction plans which will
include schematics. The LANDSCAPE ARCHITECT will also
Clc\'cland Street &. Station Square Park
08112103
SCO[le or' ScrVlces
Jla~e No.9
Bellomo Herbert And Com pan\'. Inc
perform voltage drop calculations and provide required wire size.
7.0.2 Tabulation of Quantities: The LANDSCAPE ARCHITECT will
provide lighting tabulation in the construction plans. The
tabulation will specify each lighting item required and the
associated quantity.
7.0.3 Pole Data Sheet: The LANDSCAPE ARCHITECT will provide
pole data information in the construction plans. The pole data will
be a tabulation of the pole number, location, offset from roadway,
mounting height and fixture wattage.
7.0.4 Lighting Plans: The LANDSCAPE ARCHITECT will provide
lighting plans depicting proposed lighting and conduit layout.
7.0.5 Special Details: The LANDSCAPE ARCHITECT will provide
special details that may be required in association with special
decorative fixtures proposed for this project.
7.0.6 Lighting Analysis Report: The LANDSCAPE ARCHITECT will
provide a lighting analysis report that will include photometric
calculations, evaluation of lighting criteria and equipment
selection.
8.0 Electrical Engineering
8.0.1 Power Service Coordination: Coordination with power company
will take place to identify service type and location.
8.0.2 Electrical Socket Location: Provisions and layout for electrical
junction boxes/receptacles will be provided along Cleveland Street
and Station Square Park.
8.0.3 Irrigation and Fountain Pump Service: Voltage drop calculations
will be provided for irrigation and fountain pumps. Power will be
indicated to both locations.
9.0 Pcnnits
The LANDSCAPE ARCHITECT shall identify all permit requirements
for the project and prepare supportive documents including applications to
forward to the appropriate agencies, including any SWFWMD permitting
which may be required. The LANDSCAPE ARCHITECT shall also be
responsible for receiving site plan approval from the City of Clearwater.
Clc\'clnnd Strc:ct & Station Sauare !'ark
08112103
Seone ofSe,viees Bellomo Herl>cn And Comnan\' Ine
10.0 Demolition
The LANDSCAPE ARCHITECT shall prepare plans indicating all
existing site features to be removed from the project including. but not
limited to. roadway paving, sidewalks, curbing, lighting, traffic signal
devices, site furnishings, landscaping, signage and irrigation.
11.0 Hal'dscape Design
11.1 Sidewalks & Plazas
11.1.1 All sidewalk and public pedestrian area paving will be
n:placed with decorative unit paving. The plans shall
include detail enlargements to clearly identify patterns,
banding, etc. Complete dimensioned layout plans shall be
prepared for all sidewalks as well as all paving areas
within Station Square Park. The plans shall include
expansion control and shall meet ADA requirements.
11.1.2 Construction details (cross sections) shall be completed to
assure proper installation methods are followed, and that
transitions to adjacent surfaces and structures are clean
and consistent throughout the project.
11.2 Specialty Inte~ections & Dccomtive Roadway Segments
11.2.1 The intersections of Cleveland Street with Osceola, Ft.
Harrison, Garden, East and Myrtle A venues shall be
comprised of specialty decorative unit pavers and/or
decorative concrete. and the plans shall provide detailed
layout and dimensioning of these designs. In addition,
specialty paving shall be utilized in mid-block at each
block of Cleveland Street within the project area, and
layout and dimension plans shall be provided for these
mid-block areas as well.
11.2.2 . Construction details (cross sections) shall be completed to
insure that proper installation methods are followed.
11.3 Specialty Hanlscapc Features
The LANDSCAPE ARCHITECT shall be responsible for the
design and preparation of drawings for the following special
hardscape features along Cleveland Street and within Station
Square Park:
GlDecorative Towers
GlTrellises
1'~l!e No 10
Clevelund Strloct &. Slutlon SQuare I'mk
08112103
Scope 0" Ser\ Ices
PalZe Nn II
Bell"ll1o Ilerhen And Company,lnc
Q)Retaining Walls/Planter Walls
Q)Metal Entry Arch
Q)"Historic" Cast Iron Fountain
Q)Fencing
Q)Pcdestrian Kiosks
Such drawings shall include elevations and cross sections
nccessary for thc construction and/or fabrication of these items,
including the determ ination of footing design.
12.0 Site Furnishings
12.0.1 Select and locate, in plan, all site furnishings for the overall
streetscape and Station Square Park, including benches, trash
receptacles. ash urns (if desired), tree grates, planting tubs, water
fountain and/or other site furnishing elcments requcsted by the
CITY.
12.0.2 Provide construction details indicating installation and anchoring
mcthods for all previously described site furnishings.
13.0 Dccomtive Fountain
Provide design of 2 decorative fountains (Cleveland Street and Station
Squarc Park). and complete all construction detailing for fountain pool
strucllIre. mcchanical, electrical and chemical systems.
14.0 Signage
Include appropriate signagc plans and details within overall bid package.
Thesc plans and details were completed as a part of a previous agreement
bctwecn the CITY and the LANDSCAPE ARCHITECT.
15.0 Landscaping
Provide complete landscape plans for Cleveland Street and Station Square
Park, indicating plants to be removed and/or relocated, as well as new
planting. Complete construction details for proper installation of all plant
material, as well as a detailed plant listing indicating plant specifications,
quantities, sizes and botanical and common names.
16.0 Imgation
Complcte plans and construction details for an electric automatic irrigation
system including meter(s), backtlow preventer(s), controllers, valves,
spray heads, drip emitters and gear drive heads, and automatic shut-off
(per Florida law).
Clc\clnnd SlIcet & Station SQuarc Park
08112/03
Swr~ ,If S~r\'ll:~s Bellomo Ilerbert Aod Comranv Ine
E. COMPLETION OF THE\VORK
The work described above shall be prepared and completed as follows:
t.O Design Dc"clopmcnt
1.0.1 The LANDSCAPE ARCHITECT shall produce Design
Dcvelopmcnt drawings to fix and dcscribe the ovcrall character
and extent of the Cleveland Street Streetscape and Station Square
Park projects. Services shall include meeting with representatives
of thc Florida Departmcnt of Transportation (to discuss and receivc
approval for work planned on State roads), public and private
utility providers, other regulatory agencics, and CITY Engineering
and/or Public Works staff as required to idcntify permit
requiremcnts and project constraints. This phasc of the work shall
also include the devclopment of design plans indicating quantities,
types, sizes, and materials of the following elements: paving, site
furnishings, landscaping, irrigation, traffic control and
signalization, lighting, utility improvements, specialty features
(entry towers and walls; trellises, bus shelters), and water features.
1.0.2 More specifically, the following items shall be addressed and thc
following features shall be designcd:
a> Demolition of sidewalks, streets and utilities.
a> Hardscape fcatures including sidewalk paving. crosswalks,
selected intersections, planters, street furnishings, trellises, bus
shelters. water features.
a> Gateway features including entry towers, walls.
a> Ornamental street lighting including fixture selection and
electrical distribution.
a> Utility design including water distribution (to include new
main lines. building supply lines and meters): sewer design;
drainage and stonnwater design.
a> Tramc signal design.
a> Pavement marking.
a> Signage coordination, including the construction of pedestrian
kiosks, and the temporary removal and permanent replacement
of signs along Cleveland Street.
a> Maintenance of tramc.
1.0.3 The LANDSCAPE ARCHITECT shall meet with representatives
of the CITY at the conclusion of this phase of the work to present.
and review the plans.
1.0.4 The LANDSCAPE ARCHITECT shull prepare estimates of
probable cost for the improvements described above.
l'l111CNo 12
Clewllllld Strl.'tt & Slnlion Souare Pllrk
08112103
Sconc (If SC,VICCS
page No 13
2.0
Bcl1omollcr~rt And Companv Inc
Construction Documents Phase
2.0.1 The LANDSCAPE ARCHITECT shall prepare construction
documcnts at 20 scalc, for the following elements and types of
work. Such plans shall includc layout drawings and any
construction dctai Is/cnlargemcnts/sections/elevations necessary for
thc accurate bidd ing and construction of thcse items.
Q) Dcmolition of existing features to be removed.
Q) Roadway Design.
Q) Landscape planting, irrigation, street furniture, specialty site
features (entry towers, walls, trcllises, water features)
Q) Traffic signalization.
Q) Specialty paving including brick and/or pavers.
Q) Specialty intersection treatments
Q) Curbing and striping.
Q) Electrical plans shall be completed including drawings for the
installation of the new light fixtures proposed, power to the
signalized intersections and power placed for use during
special events.
Q) Utility plans including new water, sewer and stormwater
systems.
Q) Maintenance of Traffic Plans, to be approved by the City
Engincer and the Florida Department of Transportation. MOT
shall also address pedestrians and bicyclists.
2.0.2 In addition to the plans prepared during this phase of the work, the
following services shall be completed:
2.0.2.1 Coordination with the Florida Department of
Transportation for final approval.
2.0.2.2 The LANDSCAPE ARCHITECT shall prepare technical
specifications for all items identified under this contract
not covered by City technical specifications. The
LANDSCAPE ARCHITECT shall coordinate and
prepare the technical specifications, design a Project
Manual cover sheet and prepare an itemized bid form to
be used during the bidding process. The LANDSCAPE
ARCHITECT shall coordinate with the CITY Purchasing
Department or other department identified by the CITY
to assure that all required "Front End" bid documents
(General Conditions, Supplementary General Conditions,
Bonding Requirements, etc.) along with the
LANDSCAPE ARCHITECT'S documents, are
assembled as a complete bid package. "Front End" bid
Clcl'c1nnd Slrcc:t & Station SlIuare Park
08/12103
Sco!'c of Scr."lCCS
Palle No 14
Bdlnmo lIerhe" And Com pan\' Inc
documents, as described above, shall be provided to the
LANDSCAPE ARCHITECT by the CITY.
Computation of quantities: The LANDSCAPE
ARCHITECT will prepare quantity calculations for the
project using standard practice methodologies for use by
the City during the bid process. Calculations and
associated back up material will be provided to the City
in an organized format and will include a quantity
breakdown summary for each clement.
2.0.3 Cost Estimates
The LANDSCAPE ARCHITECT shall prepare estimates of
project costs during the 60%, 90% and 100% completion of
Construction Documents portion of the work, including estimates
of project cost by component.
2.0.4 Permits and Approvals
Subject to the CITY's approval and authorization, the
LANDSCAPE ARCHITECT shall prepare and tile applications for
all necessary permits, licenses, approvals and consents from
agencies of state government having jurisdiction over the project.
2.0.5 City Review & Utility Review
The LANDSCAPE ARCHITECT shall present the Construction
Documents to appropriate CITY departments and staff at 30%,
60%, 90% and 100% completion for review and approval. The
30% plans and 90% plans shall be sent out for City, CSX, FDOT
and all utility review.
2.0.6 Bid Packages
The "Front End" bid documents, technical specifications,
construction drawings and other items which comprise the Bid
Packages, suitable for accurate bidding and construction of the
projects by licensed General Contractors, shall be prepared as a
single bid package consisting of the Cleveland Street Streetscape
project and the Station Square project. Should the CITY decide to
bid these two projects separately additional compensation shall be
provided to the LANDSCAPE ARCHITECT. Fees for such
additional services shall be negotiated at that time.
3.0 Construction Plan Fonnat &Dcliverablcs
3.0.1 The design plans shall be compiled utilizing one of the following
Cleveland Street &. Station SQuare Park
08/12103
Scorc of SCf\ICCS
Bellomo HcrN:r\ And Coml'3nv. Illc
two methods and delivered with the 100% plans.
City of Clearwater CAD standards as attached.
Pine lias County Survey CAD standards for survey base map
and City of Clearwater standards for the design portion.
3.0.2 The design plans shall be produced on stable-based mylar or
vellum material, 24" x 36" at a scale of I" = 20' unless approved
otherwise. Upon 100% completion of construction documents the
consultant shall deliver all drawing tiles in digital format with all
project data in AutodeskCG Land Development Desktop (LDD) R3
later. including all associated dependent files.
3.0.3 An AutoCAD Release 2003 drawing or later drawing file shall be
submitted. NOTE: If approved deviation from Clearwater or
Pine lias County CAD standards are used the consultant shall
include all necessary information to aid in manipulating the
drawings including either PCP, CTB file or pen schedule for
plotting. The drawing file shall include only awhorized fonts,
shapes, line types or other attributes contained in the stand{o'd
A utoDesk, Inc. release. A" block references and references
contained within the drmi'ingfile shall be included
F. BIDDING
PUlo:e No l!i
1.0 Pre-Bid Meeting
The LANDSCAPE ARCHITECT shall attend and manage a pre-bid
meeting at a time and a place determined by the CITY, and shall present
the intent of the project, as well as answer any questions that may arise
during the meeting. The meeting shall be attended by the project
LANDSCAPE ARCHITECT, as well as the project managers of the sub-
consulting civil engineer, electrical engineer. and pool designer.
2.0 Addenda
If necessary, the LANDSCAPE ARCHITECT shall issue any Addenda
which may be required during the bidding process.
3.0 Bid Opening and Bid Review
The LANDSCAPE ARCHITECT shall attend the project bid opening and
shall assist the CITY in the review of the bids to assure compliance with
the bid documents and procedures.
4.0 Bid Process
Advertising for bids, receipt of bids, bid document reproduction and
Cleveland Street & Sllltion Sauare Park
08/12/03
Scope ofSenices
Bellomo Ile,bert And Compan\'. Inc
distribution, and the final openlllg of bids received, shall be the
rcsponsibil ity of the CITY.
G. CONSTRUCfION ADMINISTRATION
1.0 The LANDSCAPE ARCHITECT shall provide the following services
during this phase of the work:
Q) Attend and administer the Pre-Construction Conference.
Q) Attend on-site project meetings for the duration of the construction of
the project. Such meetings shall be held every week.
Q) Respond to Requests for Additional Information from the General
Contractor.
Q) Review and approve or deny submitted shop drawings, product data
and/or samples as required by the Contract Documents.
Q) Recommend to the City's CEI Engineer, the rejection of work
completed by thc General Contractor which is not constructed in
accordance with the Contract Documents.
Q) Provide periodic rcports outlining the progress of the work to datc and
any deficiencies encountered.
Q) Render opinion in disputes between the CITY and the General
Contractor.
Q) The LANDSCAPE ARCHITECT shall not have control over and shall
not be rcsponsible for construction means, methods, techniques or
procedures.
2 The LANDSCAPE ARCHITECT's Principal-In-Charge/Project
Manager and the LANDSCAPE ARCHITECT's civil engineering sub.
consultant Project Managcr shall be involved in the completion of the
services described in section F.I.O, Construction Administration. The
LANDSCAPE ARCHITECT's Principal-In-Charge shall attend all
construction meetings described. The civil engineering Project Manager
shall attend up to 20 construction meetings.
I'Ul(C No 16
Cleveland Strcet & Station SoulIrc 1'1Irk
08/12103
.
Scooe or Services
Bellomolle,bert And Coml1anv. Inc
Ifor in/emu/rollting & review plllposes only}
~~
CITY OF CLEARWATER
CLEVELAND STREET & STATION SQUARE PARKSTREETSCAPE
WORK ORDER INITIA nON CHECKLIST
APPROVAL CHECKLIST
I Name II Title I . "Initials" I Date Reviewed I
Gary A. Johnson Public Services Director GAJ 09/09/03
Andy Neff Public Utilities Director
AI Carrier Asst. Director of
Eng.lESM AC 9/8/03
l'ul:e No 17 .
Cleveland Street & Slalion SQuare Park
08/12/03
~ :o!'e of Ser\'lcc~ Bellomo Herhert And Com!'an\'. fne
Glen L. Bahnick. Jr. Asst. Director of GLB I 9/12/03 I
Eng.lProduction
Paul Bertels Traffic Operations PB 9/1 1/03
~Ianager
Lisa Murrin Utilities Engineering Uvltvl 9/11/03
Manager
Tom Mahony Geographic Technology I TLM 9/11/03 I
Manager
Larry Dowd Parks & Recreation I LVDlIl 9/11/03 I
Keith Bush Controller I N/A
Tim Kurtz Project Manager I TK 9/9/03
.
l'all.cNlllll Clt'veland Street & Stati(1n SQuare Park 08/12/03
C'QA Y
City Commission
Agenda CovE!r Mel11.orand~~
~ .Clearwater
-~
u~
Tracking Number: 224
Actual Date: 10/16/2003
Subiect / Recommendation:
CRA Agenda Item for 10-13-03
Approve extension of time for Development Agreement for 1180 Cleveland Street, Clearwater,
Florida through October 30, 2004, and authorize the appropriate officals to execute same.
Summarv:
--On October 27, 1998, the Community Redevelopment Agency (CRA) approved a Development
Agreement between the CRA and Information Management Resources, Inc (IMR), for the purchase
of an approximate 1.23 acre parcel (Site) located on the north side of Cleveland Street at 1180
Cleveland Street for $131,770.00.
--The Development Agreement acknowledged that the City may in the future adopt a new land
development code and rezone the Site, provided, however, such changes in the land development
code and such rezoning shall not adversely affect the proposed use or contemplated development
of the Site for the Project.
--On March 10, 2000, IMRglobal, formerly known as IMR, sold the Site to Paul Simone or
assignees (Buyer) for the proposed development of approximately 55 hotel units with three to
four stories, with related landscaping, amenities and parking.
--On April 12, 2000, the Buyer assigned all of his rights to S & P Properties, LC (S & P), and S & P
assumed all of IRMglobal's obligations as developer.
--On June 19, 2000, the CRA amended the Development Agreement to permit the assignment to
S&P and change the Project description to a hotel of approximately 55 rooms, and other terms
and conditions were assumed by S&P.
--The Agreement provided that the Developer must commence construction of the Project by
October 30, 2003, or the Agency will no longer be obligated to pay Impact Fees for the Project
and the Developer will be required to pay $35,000.00 to the CRA. The $35,000.00 represents the
difference between the Purchase Price of the Site payable pursuant to this Agreement and the
estimated fair market value for the Site.
--Due to the events of September 11, 2001, and the subsequent lack of available financing for
new hotel construction, the proposed hotel project as envisioned has been abandoned, and S & P
Properties, LC is currently actively marketing the Project site for an alternative land use.
--S & P is therefore requesting an extension
of one (1) year on their amended Development Agreement through October 30, 2004.
--Any amendment to the existing approved use of the approximately 55 hotel rooms and three or
four floors will require an amendment to the Development Agreement and approval by the CRA.
Originating: Economic Development and Housing
Section: Consent Agenda
Cateaory: Agreements/Contracts - without cost
Public Hearing: No
----_......_.~------_...._.._~....-..'........._..._.~........................_--,_.--._----~_...._------_.._..._.-__._,~-----_....._----
, .
V'( (t! I~') y-
This instrument was prepared by
and should be returned to:
R. James Robbins, Jr., Esq., of
Hill, Ward & Henderson, P.A.
Suite 3700 - Bank of America Plaza
101 East Kennedy Boulevard
Tampa, FL 33602
FIRST A~IENDMENT TO AGREEMENT FOR DEVELOPMENT
AND DISPOSITION OF PROPERTY ~- IMR SITE II
THIS FIRST Al\tfENDMENT TO AGREEMENT FOR DEVELOPtvIENT AND
DISPOSITION OF PROPERTY - fMR-SlTE II ("First Amendment") is made and entered into
as of J u.n~ I q , 2000, by and between COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, a public body corporate and politic of the State of Florida
created pursuant to Part III, Chapter 163, Florida Statutes ("Agency") and IMRGLOBAL
CORP., a Florida corporation, formerly known as Information Management Resources, Inc.
(IlUvlRgloballl), and S & P PROPERTIES, L.C., a Florida limited liability company ("S & P").
REClT ALS
WHEREAS, Agency and IMRglobal are parties to that certain Agreement for
Development and Disposition of Property - IMR.-Site II dated as of October 27, 1998 (the
"Development Agreement"), a Memorandum of which dated November 4, 1998 is recorded in
Official Records Book 1 0299, at Page 51l, of the Public Records of Pinellas County, Florida;
and
WHEREAS, IMRglobal has agreed to sell all of its rights, title and interest in and to the
________ ___ propert..y-subject-to-the--Development- Agreement -(the -"1-180-Property")-tOPaul- Simone or
Assigns ("Simone") pursuant to that certain Agreement for Sale of Property by and between
Developer and Simone dated March 10, 2000 (the "Sale Agreement"), attached hereto as Exhibit
A~ and
WHEREAS, on April 12, 2000, Simone assigned all of his right, title and interest in the
Sale Agreement to S & P; and
WHEREAS, pursuant to the Sale Agreement and the assignment thereof, S & P has
,agreed to assume all of IMRglobal's obligations as Developer under the Development
Agreement, as'permitted by Section 15.01 of the Development Agreement, and as evidenced by
that certain.Assignment and Assumption Agreement to be executed by and between IMRglobal
2. Assumption of Developer's Rights and Obligations. Section 1.01 (17) of the
Development Agreement is deleted in its entirety and the following is inserted in lieu thereof:
and S & P simultaneously with the closing on the Sale Agreement (the "Assignment and
Assumption Agreement"), which is attached as Exhibit B hereto; and
WHEREAS, in accordance with Section 15.01 of the Development Agreement,
IMRglobal and S & P seek Agency's written consent of (i) IMRglobal's sale of the 1180 Propeny
to S & P, and (ii) S & P'S assumption of all rights and obligations of INlRglobal as Developer
under the Agreement; and
\VHEREAS, Agency desires to transfer all benefits and rights given to IMRglobal under
the Development Agreement to S & P; and
\VHEREAS, Agency, IMRglobal, and S & P hereby desire to amend the Development
Agreement upon the terms and conditions as hereinafter set forth (unless otherwise indicated,
capitalized terms used herein shaH have the meanings ascribed to them in the Development
Agreement).
NOW, THEREFORE, in consideration ofTen and No/IOOths Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Recitals. The foregoing recitals are true and correct and arc incorporated herein
by this reference.
"Developer" means S & P Properties, L.C., a Florida limited liability company
("S & P"), which assumed all of the obligations of the original Developer,
lMRglobal, under this Agreement pursuant to that certain Agreement for Sale of
Property by and between lI\1Rglobal and Paul Simone or Assigns ("Simone")
dated March 10, 2000 (the "Sale Agreement"), which Sale Agreement was
subsequently assigned by Simone to S & P on April 12, 2000.
3. Restrictions on Use.
(a) Section 1.0 I (24) of the Development Agreement is deleted in its entirety
and the following is inserted in lieu thereof:
IIIMR-Site 11 Projectll or "Projects" means that certain hotel to be
constructed by S & P upon the Site consisting of approximately fifty-five
(55) hotel rooms and three (3) or four (4) floors, together with related
parking, landscaping and amenities, pursuant to the Sale Agreement.
(b) Section 2.01(b)(I) of the Development Agreement is deleted in its entirety
and the following is inserted in lieu thereof:
2
Prior to the earlier of the Termination Date or the Expiration Date, no use
of the Project or the Site other than as a hotel consisting of approximately
fifty-five (55) hotel rooms as described in the Proposal, this Agreement
and the Plan shall be permitted unless and until Developer or the person, if
other than Developer, intending to so use the Project or Site, shall file with
the Agency a request for a release from any part of or aJl of the restriction
imposed by this Section 13.01.
. .
The Site is to be redeveloped according to Project Plans and Specifications for use
as a hotel consisting of approximately fifty-five (55) hotel rooms together with
related parking, landscaping and amenities to be constructed by the Developer on
the Site.
(c) The first sentence of Section 13.01 of the Development Agreement IS
deleted in its entirety and the following is inserted in lieu thereof:
4. Stormwater Drainage and Retention. The Agency acknowledges that any
facilities, together with any appropriate or necessary easements, which may be necessary or
required to accommodate the development of the Project without on-site stormwater retention or
detention pursuant to Section 5.22 of the Agreement shall be provided by the Agency, at the
Agency's sole cost and expense, and shall be approved by the Developer by the Closing Date or
within a time frame that does not delay the use or occupancy of the Project by the Developer.
5. Agency Consent to Developer's Sale to Simone. In recognition of S & pIS
agreement to assume all of IMRgloballs obligations to redevelop the 1180 Property under the
Development Agreement, as evidenced by the Sale Agreement and the subsequent assignment
thereof, the Agency hereby consents to IMRglobal's sale of the 1180 Property to S & P in
accordance with Section 15.01 of the Development Agreement. The Agency further affirms the
transfer of all rights and benefits under the Development Agreement to S & P. The Agency
agrees to execute and deliver the Confirmation of Consent by Agency to Assignment and
Assumption Agreement attached hereto as Schedule A to Exhibit B and made a part hereof by
this reference.
6. Agency's Release of Developer. In accordance with Section 15.0 I of the
Development Agreement and in recognition of Simone's assumption of the Developer's
obligations under the Development Agreement, the Agency hereby releases IMRglobal from all
obligations under the Development Agreement, as evidenced by that certain Release contained in
Exhibit C attached hereto and made a part hereof by this reference, which Release shall promptly
be recorded in the Public Records of Pin ell as County, Florida.
7. Counterparts and Facsimile Copies. This First Amendment may be executed in
any number of counterparts, each of which shall be deemed to be an original instrument, but all
such counterparts together shall constitute one and the same instrument. Signature and
acknowledgment pages, if any, may be detached from the counterparts and attached to a single
copy of this document to physically form one document. Facsimile copies of this Agreement and
the signatures thereon shall have the same force and effect as if the same were the original.
3
, -
8. Modification. Except as modified herein, all other terms and conditions of the
Development Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
the day and year first above written.
(Signature lines begin on the following page.)
4
By:
~~~
Brian 1. Aun~
Chairperson
, .
Signed, sealed and delivered
in the presence of:
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER
ll:~ as to form:
P e~a K. Akin
City Attorney
Attest:
. ~~L ~. ~!j~_. .o~-
Cynt4 a E. Goudeau
City erk
"Agency"
IMRGLOBAL CORP., a Florida corporation
Name:
(Type or Print Name)
By:
Name:
Title:
(Corporate Seal)
Name:
(Type or Print Name)
"IMRglobal"
S & P PROPERTIES, L.C., a Florida limited
liability company
By its general partner:
Name:
(Type or Print Name)
(seal)
Name:
Name:
(Type or Print Name)
"S&P"
5
~
I .
Signed, sealed and delivered
in the presence of:
Approved as to form:
Pamela K. Akin
City Attorney
Name:
(Type or Print Name)
Name:
(Type or Print Name)
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEAR \V A TER
By:
Brian J. Aungst
Chairperson
Attest:
Cynthia E. Goudeau
City Clerk
UAgency"
IMRGLOBAL CORP., a Florida corporation
By: ~~.~
Name: 81Jr;'?r tt-f. Jt(O(.J./t!.r'
Title: eFo
(Corporate Seal)
UIMRglobal"
S & P PROPERTIES, L.C., a Florida limited
liability company
By its general partner:
(seal)
Name:
"S&P"
5
, .
Signed, sealed and delivered
in the presence of:
Approved as to form:
Pamela K. Akin
City Attorney
Name:
(Type or Print Name)
Name:
. (Type or Print Name)
~~~ .
4 ~('" ~"> .~;M)
Name:~!I ) .se.... ~( 2PJL~ ('('")
, Ty ~nt Name)
Name: -e
(Type or Print Name)
COMNfUNITY REDEVELOPrvlENT AGENCY
qF THE CITY OF CLEARWATER
By:
Brian 1. Aungst
Chairperson
Attest:
Cynthia E. Goudeau
City Clerk
" Agency"
IMRGLOBAL CORP., a Florida corporation
By:
Name:
Title:
(Corporate Seal)
"IMRglobal"
S & P PROPERTIES, L.C., a Florida limited
liability company
By its general partner:
N~-
e-
(seal)
liS &P"
5
.'"...." Shirley ~~'3'a3
~~l&"~J"~CornmlIlIlIO~# "9 2003
-~t .: E..nlrea lIlar. ~ ·
:' ~; ^r Bonded'T"TU
':0 ~ ~ 00., 100.
~ t1I .' ...tlont.lo Bondlnl
"';~ni" \
ST ATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instnu'!ent was acknowledged before me this ~ day of .J;:. VI;:' ,
2000, by ~bt..'t~ YU.. -ii\tt 0 I S1 0k , as C t:' 0 of INIRGLOBAL CORP., a
Florida corporation, on behalf of the corporation. He/She is~rsonal1y knOWDJto me or has
produced - as identification.
Not Public
Shll'l~ P~lk.
(Type, Print or Stamp Name)
My Commission Expires: 3/24 J 0 ::>
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this day of ,
2000, by , as of the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a public body corporate
and politic of the State of Florida. He/she is personally known to me or has produced
as identification.
Notary Public
(Type, Print or Stamp Name)
My Commission Expires:
6
(Type, Print or Stamp Name)
. .
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this day of
2000, by , as ofIMRGLOBAL CORP., a
Florida corporation, on behalf of the corporation. He/She is personally known to me or has
produced as identification.
Notary Public
My Commission Expires:
8T A TE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this 13'H- day of ~
2000, by 'ORlff'" J. Aut0G'S'T , as CHAIR......"~ of the coMifuNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a public body corporate
and politic of the State of Florida. He/she is personally known to me or has produced
as identification.
~ of. ~L
Notary ~blic
. NOTARY PUBLIC. STATE OF FLORIDA
CAROLYN L. BRINK
COMMISSION. CC834678
EXPIRES 5/2212003
BONOEOTHRUASA 1.e~OTAR'(ffype, Print or Stamp Name)
My Commission Expires:
6
~
- ,
":})ef'. ISe- }-O ,"zerO-'f) 0
(Type) Print or Stamp Name)
, .
ST ATE OF FLORIDA
Grf~ DENISE FA
ef :.\ MY COMMISSION' ee a6~G~
. .... ..1/ EXPIRES: January pa, f(JO~
~,:-" IlondedllltuNofaty!,~"U~IW/~I'"
,~ . .~
' ./tI J ., _ c..~ ~ 9_ /9'
/ ~.:?7....tf/ (.~/flW4 ;J/~I
Notary Public c/
My Commission Expires:
G:\RJR\JUSTICE\1180\Amendment to Development Agreement new.doc
7
l . I.
EXHIBIT A
AGREEl\IENT FOI~ SALE OF I'HOPERTY
..
THIS AGREEMENT FOR S^LE or PROPERTY (the "^greemenl") is maue and
cntcrcd illln ill'llfthc _.~O.:.~Ii1Y llrtvlarcll, 20()(), hy "AtJl. SII'\'10NI~ OR ASSIGNS. hilvillg il
place orbusincss at 27~88 U.S. 19 Nol"lh. Clcarwalcr. Fluritla (l1elcinancr rcferred 10 as "lJuycr")
and IMRGLOBAL CORP., a Florida corporalion. formerly kno\Vn as Informalion tvlanagement
Resources, Inc., having a placc of business at 100 South Missollri '^vcnllc, Clearwaler, Florida
33756 (hereinaf1er referred to as "Seller").
STATEM I~NT OF PU IU'OSI~
Seller is the owncr of certain real properly and improvemcnts having an address of 1180
Cleveland Street, Clearvo/ater, Pinella~ County, Florida. Seller desires to sell to Buyer, and Buyer
desires to purchase from Seller all of said land owned by Seller at the price and up.on and subject
to the tel'lll$, prnvi:;inn:; ilud conditions hcrcillnncr :\ct forlh.
STATEMENT OF AGREEMENT
NOW, THEREFORE, subject to the terms, provisions and conditions of this Agreement,
I
and in consideration of the premises, and the respective Illutual agreements hereinaf\er set fOlth,
the parties hereto agree as follows:
I. l>cscrintioll or J'I'oUCl'lv. The properly now owned by Seller that is the subject
of this Agreement (lhe "Property" or the "Premises") is as follows:
Lots 4,5,6, 7 AND 8, CLEARWATER HEIGHTS, according to the plat
thereof as recorded ill Plat Book 4, Page 99, of the Public Records of
Hillsborough County, I'luridn of which Pinellas County was formerly a
pnrt.
~
(b) The balance of the Purchase Price shall be received no later than I :00 p.m.
l .' I I
2. Contract Purchase Price. The total contrnct purchase price to be paid by Duyer
for the Property shall be Three Hundred Ninety.-Five Thousand Dollars and OO/One Hundreuths
($395,000) (the "Purchase Price").
3. PaVlllent or Cuntract I'nn:hasc Price. Tltl.: PlIIclmsc Pricc :;hnll cOllsist or the
following and shnll be paid ns indicatcd:
(a) A Deposit of Ten Thousnnd Dollars ($10,000) (the "Deposit") to be
.
applied to the Purchase Price nt the time of Closing (as defincd hcrein) ns more
particularly described and subject to the tcrms of Pnrngrnph G hereof (or .paid to SelicI'
pursuant to Paragraph 19 as liquidateu uamagcs) shall be uclivcred tu Ilill, Ward &
Henderson, P.A. as escrow agent C'Escrow Agent") upon execution of this Agreement.
on the Closing Date (as defined herein).
4. Clnsilll!. The closing or this trnlls;Il;.lion sltall lakc placc withill fillccll (15) dnys
of the completion of the Approval Period as described in Paragraph 5 below (the "Closing" or
"Closing Date").;
.5. Plan AU1>l'oval Date.
(a) Buyer shall have sixty (60) days from the ElTective Dale of this
Agreement to obtain and secure certified site plan approval fj'o\l1 the City of Clearwater,
Florida (the ICCity") for Buyer's intended use of the Property, to wit: a 60-room hotcl (the
"Intended Usell or IIHotel Facility"), and to conduct such inspections and tests, including
but not limited to ellvironmental l'ludies. n:; 13uyer deems necessary (the "Approval
PCrilld"); pl'llvided. however, nllY nllt! nil expellses tb,. said approvals, inspections amI
tests shall be paid by Buyer. In the evcnt Buyer is unable to secure certified site plan
2
.\
Agreement and shall be a personal obligation of Buyer. Seller agrees to reasonably assist
Buyer in obtaining the necessary governmental plan approvals and permits at the sole
cost and expense of Duyer. In the event that, within the ^pproval Period, Buyer cannot
secure said approvals and permits or such tests indicate envilOllIllcnlal problems or any
restrictions to Buycr's Inlended Use or the Property that, in l3uyer's sole discretioll,
render it unfeasible, economically or otherwise, to go forward with Buyer's acquisition of
the Property, Buyer, at Buyer's option, may declare this Agreement terminated and
receive Cl full refund of its Dcposit. In the event nuyer docs not give notice to Seller of
said election within the ^PPl'Ovall'criud, thclI Buyer shall be deemed to have waived this
provision. The lntended Use of the Property, its configurations, and design are at Buyer's
~ .'.
approval from the City for its Intended Use within the Approval Period despite Buyer's
diligent, good faith efrorts to obtai" 'said approval, Buyer may elect to extend the
Approval Period for an nddit ionnl thiny (30) dnys (the "Approval Extension Perioo"),
provided l3uyl'1' pny:'\ to SelicI' :t 110111 c.:Iill\llahlc Fivc Tho\l~:tlld nllll Noll ()lJth~ ()llll;\Is
($5,000.00) exlcnsioll fec (lite "Exlellsiol1 Fcc"), wltit:h Extcllsion rcc shall nol be
applicable to the Purchase Price and shall be paid by Buyer to Seller on or before the
final day or the Approval Pcriod (references to the Approval Period shall hereinnner also
include the ^pproval Extension Period, if applicnble). Buycr ngrees to Indemnify and
hold Seller harmless against any liabilities, claims, and unmilges, including, without
limitation, any propelty damage or personal injury or claim of lien against the Property,
resulting fromlhe activities permitted by this Paragraph 5 (including, without limitation,
reasonable nllol'l1cys' fees Clnd expense~ paid or incurred by thc Sellcr, if any), which
indclllllily shall ~lIl'"ivc the CI~I~illg 01' Ihe Il'llllillillioll, e:<pil "fillll 01' cnllccllatioll or this
3
~
~
sole discretion, subject to (i) Buyer's obligations and the use restrictions on the Property
as provided in Paragraph 6 hereof, and (ii) Seller's reasonable right to approve Buyer's
plans for the exterior appearance, fn<;.ndc alld colors of the llotel fo'lIcility as providcd in
Parngrnph G.
(b) The parties agree that within the ^pproval Period, Seller shall seek to
obtain (i) the npproval of the Coml11unity Retlcvclopmc.nt ^gcncy of the City of
Clearwatcr, Floridn (thc "Agency") of (In illl1cndlllcnt to lhnl ccrtnin AgrcclIlcnt for
Dcvclopmcnt and Disposition or Propclly -- Jrvm-Silc II by <<Ild bclwecn Scllcr (Inti lhc
Agency dated October 27, 1998 (the "Devclopmcnt Agreemcnt") amending the use
restriction provided in Section 13.01 of the Development Agreement to allow for Buyer's
Intended Use of the Property, and (ii) the Agency's consent to the assignment and
assllmption of the Dcvelopmcnt Agrecment nlld all uf Seller's ubligations thereunder by
Duycr pursunlltto Scctilln 15.0 I or thc lJcvcloplIlcllt Agreclllcnt, pursuallt tu that certain
Assignment and Assumption Agreement bctween the parties contained in Exhibit A
I
hereto and made a pmt hercoC by this rcfercnce (lhe "Assignmcnt anu AsslImplion
Agreement"), which shall be executeu by the parties at Closing and thereafier recorded in
the Public Records of Pincllas Coullly, rllll'idn. Seller shall use reasonable erTorls to
obtain the foregoing, but shall not be liable to Buyer for any failure to obtain such
amendment or consent.
6. Additional Conditions to Close:
(n) n.oom nentnl. The Il(Htic~ agree that ClS all additional condition to
Closing. the pnrties will ncgotiate anu execute ri "Room Rental ^grcement" during the
Approval Period. which Room Rental Agreemcnt shall provide in part that l3uycr will let
4
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rooms to Seller in the Hotel Facility intended to be built 011 the Proper1y as tlescribetl
herein (the I1Hotel Roomsl1) for a period of time commencing on the certificate of
occupancy and continuing for three (J) YCflrs tl1crcafler at the following rntc(5): (i)
St:lIldnnl RlH1Ill :J;/12.011/rllOlll/rlighl. illltl (ii) illl l~xl'l'.lIlivc Suilc $~2.UOIt()tll1\/nighl.
Thereafier, for the fourth, fin.h and sixth years, the rute will be $46.20/rool11/night for a
Standard Room and $57.20/room/night far an Executive Sui.te for said three-year pcriod.
Thercafier, the sevcnth, eighth and ninth years, the rilte will be $50.82/roolll/night for C\
Standanl Room and $62.92/ruolll/night ror an Execulive Suite fur said three-ycar period.
The foregoing Ilotcl Room rates (the "Rnlcs") are exclusive or resort, state anu local
taxes, which Buyer C\grees to pay, and said Rates will apply year round. The parties C\gree
that Seller is in no way obligated to let said Hotel Rooms from Buyer, but that if Seller, at
Seller's option, lets said Hotel Rooms from Buyer, the foregoing Rates shaH apply. If the
pnrtics filii to ncglltintc nnl! exccute a 1~1I(\1\I l~cnli11 AgrcclIlcllt during thc Approval
Period as described herein, either party Illay terminate this Agreement and Buyer shall
receive rJ full refund of its Deposit.
(b) Deed Hcsh'ictiolls. The parties agree that the deed for the Property shall
contain the following restrictions upon Buyer's lIse of the Propcrly:
(i) No use of the Propcr1y other than for its llllcmled Use as a 60-1'00111
hotel, which Buyer is to construct pursunnt to this Agreement, shall be permitted
for a period often (10) years following the EtTective Date of this Agreement;
(ii) Scller shall assign "1ll1 Buycr cxpressly shall a5SUIllC nil of Seller's
ublignliolls lIndcr the Dcvelopmcnt Agrccl\1cnt as providcd in the Assignl1\ent Rnd
Assumption Agreement to be executcd by and between lhe parties at Closing, and
5
Buyer shall indelllnify Seller for nllY C1nd all obligations and responsibilities for
lhe Development Agreement fr91'11 and aileI' the Closing Dale.
(iii) Seller shall have the reClsonablc right to approve l3uyer's plans for
thc cxtcril1l' nppcnrancc, nl~ndc Hlld t;O It m; or thc I)(llcl Facility, which con:;cnt
shnllnol be unreasonably withheld by Scllcr. Upon sillisfnction of this restriction,
an instnllllcnl evidencing such satisfaction and release therefrom in such form that
it may be rccordec..l shall be promptly executed and delivered by Seller to Buyer;
providcd, howcver, Buyer :::hnlllCl11ilill ohlignlcd to build the exlctior orthe IItllel
Facility ill accordance with (he plans previously npprovcc..l by Seller. Buyer shall
record the instrument in the Public Records of Pinellas County, Florida, and the
cost of such recording shall be paid by Buyer.
(iv) Buycr shall COl11lllcnce con:;lnlction on the Hotel l;acility within
:;ix (6) IlHHlth:; orthc Closing Dale, suhjcct tll two (2) thirty (30) dny extcnsion:;,
as provided in and subject to the provisions of Section 21 (a) hereof, and Seller
retains the right to repurchase the Property if construction does not commence
within said required period. as provided in and subject to the provisions of Section
21 (b) hereof. Upon satisfaction or this reslriction, an inslrument evidencing such
satisfaction and release therefrom in such form that it may be recorded shall be
promptly executed and recorded in the Public Records of Pinellas County.
Florida. and the cost of such recording shall be paid by Buyer.
7. TI':lllsfcl' Tuxes, Survev Costs, I~tc. Sellcr shall, not later than the Closing Date,
pny nny uocuI1\entnry stamps nnd C\ny intangible personal properly tllX incurred with this sale.
6
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.'. I.,'
Seller shall, at its sole cost anti expense, furnish Buyer with true copies of any existing surveys
of the Property.
8. Defects ill Tille. Within fiflcc1\ (I~) d(\)'~ from the 1~lrcctivc Date of this
^g.rCCIIlCIII, lluyer ~hnll obtaill i1tl3\1)'C'r'1' CXpCll~C:t title <,',llIlllllillllCI11 fill' rhe I'lOpclly (rhe "Tillc
Commitment"). The Tille Commitmcnt shall provide that Ihe Property h<\s markctable title anu
that any and all Seller encumbrances, whether voluntarily or involuntarily, will be paid ilt
Closing such that Buyer's title will be free and clcar of lllllicllS and cnclIlllbrllnces except I3uyer
finClncing. Notwithstanding the forcgoing. Buycr IH.:knnwledgcs llml Buyer shall he taking title
subject to thc Development ^greclllcnl. Uuyer shall have 1 en (10) dnys from receipt of thc Title
Commitment to object to any easements or olher title conditions on the Property that a !Teet
Buyer's intended use of the Property. Buyer shall deliver written notice to Seller of its
objection(s) ("Objection Notice"), which Objcction Notice Illllst be delivered to -Seller 110 later
thill1lcl1 (10) dny!' fhllll Bllycr'!' I'cccipl 0/'111<.\ Tillc ('ollllllitmclll, alld n I'nilmc to!'o IIlltify Scllcr
within the aforesaid time period shall be deemed as notice to Seller that Buyer has elected to
waive such defects, if any, and to proceed with the transaction contemplated hereby. Upon
Seller's receipt of said Objection Notice from I3uyer, Seller may, at Scller.ls option, elect tlJ cure
and remove such defcct(R) within twcnty (20) dnys; providcd, huwcvcr, Scllcr hilS 110 obligation
La cure any title defccts. If Seller fails, is unable, or elec'ts not to cure and remove such defecl(s)
within such twenty (20) day period, Seller must notify Buyer thereof in writing (hereinal1er
referred to in this Agrcement as "Scllcr's Noticcll), and Buyer may elect to terminate this
Agrecmcnt by giving SelicI' writtcn notice within tcn (10) days flncr thc expiration of such
twenty (20) dny pcriod or wilhill tCII (10) dnys nllcr receipt or Seller's noticc, whichcver is later,
of its election to terminate this Agreement, and, UPOIl timely receipt of said notice, the par1ies
~
7
9. Intcntionally Odclet!.
10. Interim Responsibilities or SelicI'. Frllllt lite dnlc hercnf, nlld cOlllillunlly 10 Ihe
Closing Date, SelicI' agrees that it shall dll the lullowillg:
(a) Continue to operate the Premises in a normal fashion; provided, however,
Buyer acknowledges Seller will be vacating the Premises prior to the Closing Date and
that Seller has no obligation to continue operating or devcloping the Premi~cs or to
pcrrorm illlY demolitioll UIl lhc I'l'clllil'cl'\ a III I llHlI Sellcr will dclivcr the Prcmisc!' in a
vacant condition to the Buyer.
(b) Neither (i) enter into any conlract of commitment except in lhe ordinary
and usual course of business; or (ii) lake any aClion which would materially and
adversely affect the value ofils business assels;
(c) Maintain the Property in as good a condition anti state of repair as that
existing on the date hereof, ordinary wear and tear accepted and subject to subparagraph
(a) hereof;
(d) With the exception of action!' taken ill the norlll111 course of business, not
enler inlu nllY Icn!'c or 1\crvicc, mainlcnnllcc 01' IIHlllngcmcllt agrecmcllt with respect to
any portion or all of the Premises without Buyer's prior written consent;
.t. ,
hereto shall be released from allY and allliabilily to each olher arising out oflhis Agreement, and
the Deposit shall' promptly be returned to Buyer:; or Buyer may elect to perform this Agreement,
accepting such title as Sellcr lllilY be able to give without dilllinulion whatsoever of the Purchase
Price, :mbjcl:t 10 ~lIdl clailllcd dcrccl(~) or dOlld(s). NOlhing helein ~hi\ll dil\lil\i~h the
obligations of Buyer crealed under Paragraph 5 hereof or or Seller created under Paragrnph 13
hereo r.
)
8
(b) The risk of logs or dalllagc to thc Propcrty prior 10 Ihe Closing by Jcnson
(e) Not consent to or allo\v any liens, mortgage or olher encumbrance 011 the
property.
1 \. Condclllnation nut! Hisl< or Luss:
(II) III {~ilSl: or takillg prillr III <:lllSillg llI' issUilllce or i1 Jloticc of' taking .1IlY
portion or the Prcmiscs to bc sold, this Agreel11ent Illay thcrcupon at lhe option of Buyer
be canceled ami all proceeds of the condemnation proceeuing shall belong to Scller or
slIch party or panics otherwisc cntitled to reccive the salilc. III the evcnt or slIch n
cancellation of this Agreement, Seller shall promptly refund to 13uyer the Deposit.
of (ire or other casualty, act of God, war, civil UllI'cst or any other similar event shall be
upon the Seller. Seller shall give Buyer written notice any such event within five (5)
days of its occurrence. If there is damage to the Property, Buyer shall have the right to
ICl'Illillillc this ^gll'Clllellt by givillg Sdll~1 \V,i(I<.~n llolil;C wilhill live (5) days aner
receiving Seller's written notice of the uamnge. Upon such termination, the Deposit shall
be refunded promptly to Buyer.
,
If Buyer does not elect to terminate the Agrecment as allowed in this
subparagraph, any insurance proceeds will be used to reslore the Properly to the same
condition as before the event causing damage. To the extent that the insurance proceeds
are insufficient to restore the Propelty as aforesaid, Seller shall, within twenty (20) days
after the determination of such insufficiency, determine the cost of repair, and Buyer
shall have the right to approve said costs. Wilhin ten (10) days after said cost
dclel'lllillntitlll i~ nppruved by Buyer, SelicI' at its optiulI, limy either lermillnle this
Agreement or make available the balance of funds nceded to reslore the Property. Said
9
"
ll\surance proceeds and funds Illade available by Seller shall be used for Property
restoration purposes solely, and shall be paid to Buyer at the Closing, provided, however,
that upon agreemcnt between the parties hereto, saiu funus Illay be used for restoring the
Properly prim II.) Ctoging. l.311ycr :->hnll hnve 110 right III bring illl aclio/l ngainst Ihe Seller
to collect allY amount in exccss of the insurance proceeds needed to restore the Propclty.
12. Access. Seller will permit inspection, testing, and review of the Property by
Buyer's managerial and supervisory personnel, agcnts, and represcntatives, subject to the
indemnity provisions ill Paragraph 5 hereor.
13. Scllcr HCllrcscnlations. Sellcr rcprcsents and warrants to the best or its
knowledge the following:
(a) Seller may not cause any and all liens against the Property, other than
easements that clo not affect the use and operation of the Premises, to be r~moved prior to
Clll:->ing;
(b) All taxes that are presently due and payable with respect to the Premises
are current or will be current by the Closing Dale, and Seller has 1'0 knowledge of any
proposed increases or changes in taxes over those set [orth 01\ the ClIrrent tax bill for the
Property;
(c) There is no pending condemnation or similar proceeding afTecting the
Premises or any pOItion thereof, and Seller has not received any written notice and has' no
knowledge that any such proceedings are contemplated;
(<.I) There nrc no actions, ~lI;t~. p1'Ocecding~ or c1nims affectillg Seller or the
Premises ..claling to Seller's employees, ngnillsl vCllums ur utherwise relating fa ur arising
out of the ownership, use or operation of the Premises that are now pending or being
10
)
(i) The Property shall be conveyed, at Closing, frce of all liens and
prosecuted, nor hils any such action, suit, proceeding or claim been threateneu or
asserted;
(e) Seller is, and will be all the Closing Date, organized and operating as a
cmpurnlitHl in gllPd .c;l:lI1dil1g ul1dcr lhc laws (If' lhe Slale (If ils (ill'mnlion;
(f) The sale of lhe Premises by Seller is a uuly authori7.ed act .lIlU the agcnts
who have acted 011 its behalf in cOllnection with the transaction are duly authorized to do
so;
(g) Thc delivery of cloclIment:\ required to bc delivered (It Closing by Seller
(lrc the duly authorized acts of thc SelicI'. illld slIch dOCllll1cnt:\ constitute legal ilno
binding acts of the Seller;
(h) There is 110 existing agreement with any lender holding a mortgage on the
Premises with respect to a "holdback" or escrow of loan proceeds pcnding completion of
tcnnnt finish or olhcr iI\1Pl'tlVCI11Cl1ls lulhe \'Iup<.~rly; alld
encumbrances (except as to casements and rights of way and other matters as shown on
I
Title Commitment referred to in Pnragraph 8).
EXCEPT AS EXI)RESSLY lU~rlU~SENTED OR 'VARRANTED IN TillS
AGREEMENT, UUYElt ACI(NO\VLEl)GI~S TIIAT NEITIIEn SELLEn NOlt ANY
AGENT, OFFICER, EMPLOYEE, SERVANT OR REPRESENTATIVE OF SELLER
HAS MADE ANY STATEMENT OR REPRESENTATION (\VIIETHER ORAL OR IN
'VRITING) REGARDING TilE SUD,fECT MA'I"Elt OF TillS TnANSACTION OR
ANY FACT Tln:IU:OF, INCLUDING '''1'1'110'1'1' LIMITING Tllf~ GI~NEIt^LlTY OF
THE FOREGOING, ANY STATEMENT OR REPRESNTATION AS TO TilE
II
,
PHYSICAL NA TU RE OR CONDITION or TilE PREi\tlSES' SOl L ,\ND SUBSOIL
CONDITIONS, SURFACE "'ATER, U~DEnGROUNIJ 'VATER, TilE PREMISES'
FEASII31LJTY roOR ANY PAHTICULAH PUHPOSE, DEVELOPMENT, USE,
1l\'lPROVEl\U:NT on OPI~ltATI()N, Olt ANY ()TI\I~H MATJ'EH on TiliNG
AFFECTING Ol~ RELATJNG TO TilE PI~Ei\1ISES OR ANY FUTURE LISE,
IMPLEi\lENTATION on. DEVELOPi\IENT, ENJOYMENT OR OPERATION
THEREOF. BUYER AGREES TIIA T UUYEH, IN EXECUTING, UELlVI~RYING
AND/OR PERFORMING TillS AGIU~I~i\ll~NT, liAS NOT ANI> DOES NOT IU~LY
UPON, AND TlIA'!' SELLER IS NOT LIAnLI~ on BOUND IN ANY MANNER ny, ANY
EXPRESS OR ll\'lPLIED '''ARRANTY (INCLUDING ANY '''ARRANTY AS TO TilE
PREMISES'FJTNESS FOR A PARTICULAR USE OR PURPOSE). EXCEPT AS
EXPRESSLY SET FORTH IN TillS AGREEMENT, DUYER ACCEPTS TilE
PIU!:l\'1ISl!:S IN "AS IS, '\'III~IH!: IS" CONDITION "\VITII ALL FAULTS."
AS AN ACCOMl\-IODATION TO nUVEn, SELLEn AGREES TO FURNISH
BUYER \VI"fo1l CERTAiN INFORMATION HEGARDING THE PREMISES AS
PROVIDED II EREIN. BUYER IIEnl~nY ACf(NO'VLl~J)Gr~S AND AGREES TIIAT
SELLER IS MAKING ABSOLUTELY NO IU~I'I{J~SI~NTATION OR \VARRANTY
'WHATSOEVER 'VITII RESPECT TO ANY SUCH INFORMATION PROVIDED BY
SELLER TO BUYER EXCEPT AS SPECIFICALLY SET FORTH IN TillS
AGREEMENT. BUYER ACKNOWLEDGES AND AGREES TIIAT BUYER SIJALL DE
REQUIREI> TO VI~RIF" TIII~ ^CCUIt^CY ANI) UETAILS OF ALL SUCII
INFORMATION PI~OVI()EU DY SELLER TO UUYER IN SUCH M^NNEI~ AS UUYER
DEEMS APPROPIUATE.
12
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14. AUllortiolllllcnls. At the Clusing, thc following itel11s will bc (lPpOltiollCd by
way of cnsh additions to or sublraclions from.thc Purchase Price payable ill cash at the Closing.
Such npPol1ionmcnts shall be (IS of II :59 p.lIl. of the dnte preceding Closing, ant] shnll consist of
the l'ol111willg:
~
(a) Tile funds duc at Clusing as pruvided in Sectiun 3 hereof;
, . .
(n) A Special Warranty Dced continuing all of the usual covenants, In
recordable form, conveying \0 Buyer all of Seller's right, title and interest in and to the
Property, subject to exceptions as shown on the Title COlllmitment referred to in
Pnrngrllpl1 ~ (C.'<Cl'pl liCf1~ rllr 1l11l1ll'Y owed):
(u) Tnx l3ills;
(c) An executed Assignmcnt and Assumption Agrccmcnt;
(d) ^" other instrull1cnts dcscribcd hercin or reasonably necessary to
consummate the transaction contcl11plntcd by this Agrcelllcnt;
(e) Seller's duly swum nmdilVil sllIting lhal copies or all duclImcnls dclivered
pursuant' to this Agreement ilre true and correct and without any change between the date
of delivery and the Closing Date, and filrther confirming the accuracy of all
representations and warranties made by Seller pursuant to this Agreement as of the
.
Closing Date; llllll
(t) A Seller's Anida\'it providing that no work has been done on the Property
that would give rise to a lien; and that 1\0 encumbrances have been placed on the
,
Property.
18. IJuvcrlo Furnish at Closill2..
(b) Corporate resolutions of the Buyer certifying that the purchase of the
Premises by Buyer is a duly authorized act and the agents who have acted on its behalf in
connection with the trnllsaction are duly authorized to do so;
(c) An pl'ininnlcllcr li'cllll Ilw counsel rill' Buyer Ihal:
14
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(i) Buyer is a duly incorporated and in good standing in the state of its
incorporation and is authorizcc]10 tlo business ill Floridn;
(ii) The purchase or the Premi~ell by Buyer is a duly authorized act and
the ngcllt~ who havc :H:lt:d 1111 it); llchal/' ill CllllIICl.:lillll will1ll1c tl'ill1~nl.:liulI me duly
mllhorizcd 10 do so;
(iii) The deli\'ery of the doclIments required to be delivered at Closing
by Buyer nrc the duly authorized acts of Ihe Buyer, alld sllch dOClImellts constitute
legal alld billding acts orlhc Btl)'cr; illlt!
(d) An cxccutec.l Assignment alld Assu/lIption Agrecment.
19. Liquidated Damages. The parties hereto (lgree that if Buyer defaults in the
taking of title hereunder and pursuant to the terms, conditions and covenants herein, Seller shall
have the right (0 demand pnymcnt of 1\11 Escrow Funds (which is the alllollnt or paymentll1atle
by Buyer UPUII the signing or thi~ ^gl'cClIlcIII, ill ncconlClllCC with Parngrnph 3(n) nlld 3(0)
herein), as the amount of liquidated damages if the Closing is not had, and without further
liability on the Ipart of Buyer, except for those obligations that shall survive the termination or
expiration of thc Agreemcnt as provided herein.
20. Seller's [)ef:mU. The partics hereto ngrec Ihilt irSellcr dcf:1tdts in its obligations
under this Agreement, the Buyer, at its election, lIlay elect to (i) terminate this Agreement and
receive a full refund of all Escrow Funds and thereafter neither party shall have any further
obligation to the other hereunder, except for those obligations which expressly survive the
expiration or lermillfltion of this Agreement, (ii) seck !'pecific performnncc or thi~ Agrcement by
Scller, or (iii) in additioll to option (i) nbuvc, sue Seller lur 13uycr's actual out-or-pocket costs
incurre~ in conn~ctjon with the negotiation and execution of this Agreement and with Buyer's
~
15
(a) lJuyer agrces that Scllcr is dcpcndcnt UpUll l3uycr'g timely completion ur
the Hotel Facility, and thus Buyer shall uutain the requisite building permits for anti
commence construction of the Hotel Facility within six (6) months of the Closing Date
(the "Construction Commencement Period"). In the event Buyer is unable to commence
construction within the Construction Commcllccmcnt Period due to its ina-bility to ohtain
tltc rcqlli:::ilc huilding pC:.l'll1it::: 01' othcr l~nIlSCS beyolld rhe ICilsol1ilhlc ClllltlOl or Buycr
despite Buyer's diligent anti good faith efforts to timely commence constl1Jction, Buyer
may request to extend the Construction COlllmencement Period for up to two (2)
additional thirty (30) tlay pcrious) which rcqucsl(s) mny bc granted by Seller for 110
autlitional fee upon Scllcr's reasonable salisfaction that Buyer Ims nllll is continuing to
diligently pursue cO/11mencing construction of the Hotel Facility in a timely manner.
(b) If construction does not commence within the Commencement
Construction Period or, if applicable, an extensioil thereof, Seller retains the right to
repurchase the Propcrty (the IISellcr's Repurchase Oplionll) for the same Purchase Pricc as
paid hereunder. In the event Seller exercises its Repurchase Option as provided herein)
the following provisions shall apply: (i) Seller shall pay to Buyer the actunl out-of-pocket
investigation of the Property. provided, however, that said damages shall ill 110 event exceed the
amOllnt of the riftecll TllOu~alllJ and Noll OO:ll1s Dollars ($15,000.00). The forcgoing shall be
Buyer's solc nnd cxclusive rClllcdics illlhc evellt ofhreach or dcfilulL by thcSellcr hereunuer, and
ill IIll evcllt :;hilll Buyer \Ie l:lllillcd 10 PUI,'HIC UI ICClIVN d:I\II:1gc:; lilllll Sclll~1' over ilIal ahuve the
amounl provided herein.
21. Durcr's Constrllction COllllllcnccment I'eriod find Seller's HiJ!.ht to
RCIJnrchasc.
16
~
beyond the reasonable control of Buyer when particular to Duyer (such as financial
costs incurred by Buyer, provideu, howcver that said paymcnt shall in no event exceed
Fitly Thousand and Noll Oaths Dollar~ ($50,000.00); (ii) Seller shall pay the costs of all
tnllll\Cer t<lXCg <llld litle ill~llI'nl\ce; (iii) Bllycr ,<;l1nll cOllvey lhe PlOpClly to Seller by spccinl
\Vnrl'allly decd, alld (iv) IlIc 1llalllS urlilk 1ll1all he idclltkilllo Ihe ~li1ll1S of'lillc 011 the dille
of the initial conveyance of the Properly from Seller to Buyer. In the event Sellcr is
entitled to exercise its Repurchase Oplion. Sellcr shall have the right to enforce said
Repurchase Option by specific performance. Notwithstanding the foregoing, ill the event
that Duyer is delayed JI1 Clll1\111CIH.:illg com:tlllcliol\ wit hin the Constl1lctiotl
Commcncement Period or, if' applicable, all extension thereuC by any c(luse beyond the
reasonable control of Buyer despite Buyer's diligent alld good faith efTorts to timely do
so, said time period for commencing construction shall be extended by a period of time
-
equal to the period of the delay. foor purposes of tltis ^grecl1lcnt, a causc shall bc beyond
the rensonnblc cllntrlll or lJuyer to this ^gl ccmcnt wllcn stich CilUSC would cffect allY
per501~s similarly situated (such as power outage, labor strike, lockout, civil comlllotion,
riot, act of God, trucker's strike, or failure to obtain the requisite governmental approvnls
despite Buyer's reasonable and diligent efforts to do so, or (lilY other cause outside the
control of the party thnt could 1\01 be nvoidcd hy the exercise of due cnre) but l\hnllllot be
inability or failure to order long lead time material sufficiently in advance). In the event
of any occurrence that Buyer believes constitutes a cause beyond the reasonable control
of Buyer nllll that will delay any pcrlbl'\l1anCC by Buyer, Buycr sllnll P' ulllplly, in writing,
notify Sellcr uf thc occurrcncc and naturc or such cause, the anticipated period of dclay
and the steps being taken by Buyer to mitigate the effects of such delay.
17
~
I3uyer ami SelicI' hcreby ngrce to inucllllli fy and hold the Escrow Agent harlllless
.' .
22. Escrow.
(a) Thc Escrow Agent, by acceptance of the Deposit, agrces to hold stich
Deposit i'lnd to disburse the same ollly ill accordnllce with thc terms and conditions of this
l\grcCll1Clll. If lhe ESl:l'oW ^gellt is ill t111llbt ns III its dIllies or liabilities under the
provisions of this Agreement, it may, ill its sole discrelion, continue to hold the Deposit
until the partics Illutually llgrce to distribution thereof, or until a judgmcnt of a COllrt of
compctcnt jurisdiction shall determine the rights of thc Pilrlies hereto, or the Escrow
Agent may deposit such funds wilh the Clerk of tile Circllit Court or l1illsbortlugh
County, florida, pursuanlto interplcntlcr procedure, whereupon aileI' notifying all parties
"
concerned with such action and paying all costs imposed by the Clerk as a result of such
deposit, all Iil\bility on the part of the Escrow Agent shall terminate except to the extent
of accollnting for nllY monics theretoCore delivered out of escrow.
against any and all losses, claims, damages, liabilities and expenses, including without
limitatioh, costs of investigation amI legal counsel fecs which may ue imposed upon the
Escrow Agent 01: incurred by thc Escrow Agent in conllcction with thc performance of its
duties hercllndcr and including, without lilllitation, nny litigation arising rhllll this
Agreement or involving the subject matter hereof, except for matters arising out of the
negligence or willful malfeasance of the Escrow Agent.
(b) it is expressly understood thaI Hill, Ward & Henderson, P.A., represents
thc Seller in conncction wilh this trnnsnctioll. In the evcnt of allY disputes l\:l to which
party is clltitlcu to the Deposit or ill the evcllt allY disagreclllcnt shall arise as a result or
this Agreement or the transaction contcmplated hereby, the Escrow Agcllt shall not be
18
~
25.
Noliccs.
All notices, reqllesls and demands, nllll olher comnHlIlicalions
excluded fro/11 represcnting tile Seller by virtue of its servtng as thc Escrow Agent
pursuant to this Agreenlf'llt.
23. Amcndments. This i\grccmcllt may be nl11clIlled or 1l10difieu ol1ly by all
instrulllent ill writing CXCL'lIlcd hy i111 pjlllics hClell'.
24. UCllcfits. This Agrcclllcllt slmll be binding upon the illure to the benefit of the
parties hereto anu their respective legal represelltatives, successors, and assigns of the parties
hereto. The terms, conditions and covenClnts o[ Ihis ^grecll1ent shall survive the Closing herein.
hereunder, shall be in writing, and shall be deel11cd La have been duly given if delh'cred or
mailed, by certified or registered mail, by either Seller or Buyer to the other at the addressed as
set forth in the introductory paragraph of this Agreement.
-
26. Indclllnity - nulk Sale. Sellcr wnrrnnt~ that it shall be timely and fully pay !lilY
nlld all vnlid creditors' claims asscrtcd ngninsl Seller alld ngl'ccs tu indcllllliry nllt.! huld Buycr
harmless of, frol11 and against any and all claims asserted by any anu all current, contingent or
prospective creditors of Seller and made or brought against Buyer or against any of the
properties purchased pursuant to this Agrccment.
27. Go\'cl'nilll! Law. This Agrcclllcnt shnll be gllvCl'Ilcd nllt! constlllcd in nccanlilllcc
with the internal law of tile State ofFloric.1a, without regard to the principles ofconOicts of law.
28. Assi2nl1JCnt. This Agreement may be assigned by Buyer, before Closing,
provided, however, that Buyer obtains the requisite Agency approval of such assignment and
Buyer's assignee expressly aSSlll11eS all or the ouligntiollS lIndcr ~he Dcvclopmcnt Agrecmcnt.
Scller IIlny nssign its rights hcrcunder tu any persun, linn or corporation.
19
~
34. No 'V~,i\'cl'. Failure uf either party to exercise any rights lindeI' this Agreement
29. Timc is of the essencc. It is expressly agreed by the parties hereto thattill1c is of
the essence with respect to nil dates contained in this Agreement.
"
30. Uro)<.cntgc Commission. Seller and Buyer <lgree that no real estate broker or
ngcnt ha:; been involved inthi~ trnl1~nclilll1 lllher tll;ll1 the .Iu1\licc Cmpmntillll, which i~ the ngcflt
or the SelicI', (lnd which shnll bc compcnsated by Seller pursuanl tu fl $cpnrat e ngrccJllCll1.
31. RcslJonsc Dalc. Seller shall have 110 l1Iore than ten (10) working days from the
date of receipt of this otTcr in which to rc~pol1d, or this offer shill! bc cOlIsidcrcd null amI void at
the option of the Buyer.
32. I~~tol)l)cl Ccrtilica(c. Il'therc i:- a 1\\llrlgagc or Illmtgilgcs Oil the Premises, Seller
will deliver to Buyer ten (10) days prior to the delivery of the deed a certificate executed alld
acknowledged by the holders of the mortgage or mortgages, certifying the amount of the unpaid
principal and interest, the date of maturity, and rnte of interest of the mortgage.
33. SUI'\'ival. With lhe cxceplion or (!lORC ccrlnin ~cllcr rcprc~cl\tntiol\s anu
warranlies contained in subsections 13(c), 13(d), 13(e) and) 3(f) hereof, which shall survive the
Closing Date indefinitely, the representations and warranties in this Agreement shall survive the
I
Closing for a period of one (I) year from 1 he Closing Date. Any covenants for provided herein
shall survive the Closing.
shall not constitute a waiver of any right, nor excuse the other party's full performance. No
express waiver of any matter shall afTect any other matter under this Agreement. Express
waivers are only efTective if in writing.
20
~
37.
Effectivc Datc. The "Effective Date of this Agreement shall be the latter date
.'
35, Entire Agreement. This document constitutes the entire agreement between the
parties, incorporating all prior agreements, and may only be amended in writing executed by
both pal1ies,
J6. H:l(llllI (;as. Buycr hcreby at:kll\l\vlcdgcs having rcceived the folluwing
notification pursuant to fololida Statute *404.056:
RADON GAS: Radon is a naturnlly occurring radioactive gas that, when it
has accumulated in a building ill sufficient qUilntities, may present health
risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state gllidclinc~ havc been found in buildings ill
Florida. Additional information regarding radon alld I'mlon tc,~ting may be
obtaillcu !'rolll your cOllllty puhlic health ullit.
"
upon which Seller and Buyer execute the same.
IN WITNESS WHEREOF, the pal1ics have executed this Agreement.
Siglled, scaled illld dcliVl'l'ed
in thc prCSClll'C ur:
P^l1l. SIMONI~ or ^SSIGNS
.~y~ 17
(Sealf
o
Datcd: March ~, 2000
Name: ?!iJo./1/C
(Type or Pri Ilt Name)
11I3UYER"
The above ofTer is hereby ncccpted this /otK dny of March _, 2000.
(Signature lines continue on the folluwing page.)
21
~
daM (}. w-
NClIl1C:-p_~,.... ~_~_D_~.v___...___...
(1'Icnsc'" 1601' I'rilll NaIlIC)
)
IMRGLOB^L, CORP., a lorida corporation
~y: . . !O~
Nl1IlIc: I NC (;:"NT D D ON ISI 0
Tille: 1:xj;ElJri~' -""ire ~ (/12 r:31 Ot;.'N r-
-.. --..-....
[Jnted: Mnrch -LQ, 2000
"SELLER"
. 22
This instrument was prepared by
and should be returned to:
R. James Robbins, Esq., of
Hill, Ward & Henderson, P.A.
Suite 3700 - Bank of America Plaza
101 East Kennedy Boulevard
Tampa, FL 33602
EXHIBIT B
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSill.1PTION AGREEMENT (the II Agreement") is made
and entered into to be effective as of the Jf:.day of j-r--J ,2000, by and between
IMRGLOBAL CORP., a Florida corporation, formerly known as Information Management
Resources, Inc. (II Assignor"), and S & P PROPERTIES, L.C., a Florida limited liability company
(II Assigneell).
W I I N E .s s g T H:
WHEREAS, pursuant to the terms and conditions of that certain Agreement for the Sale
of Property dated March 10, 2000 (the "Sale Agreement"), by and between Assignor and Paul
Simone or Assigns ("Simone"), which Sale Agreement was subsequently assigned by Simone to
Assignee on April 12, 2000, the Assignee has purchased from the Assignor all of Assignor's
right, title and interest in and to and has assumed all Assignor's obligations under that certain
Agreement for Development and Disposition of Property - IMR-Site II by and between Assignor
and the Community Redevelopment Agency of Clearwater (the <<Agency") dated October 27,
1998 (the "Development Agreement"), a memorandum of which is recorded in Official Records
10299, at Page 511, of the Public Records of Pinellas County, Florida, as amended by that
certain First Amendment to the Development Agreement dated J\M.-c... L"'I . . , 2000 (the "First
Amendment"), relative to certain real property located in Pinellas County, Florida, which is more
particularly described in the Purchase Agreement; and
WHEREAS, the Purchase Agreement contemplates that the Assignor shall transfer to the
Assignee all of the Assignor's obligations, responsibilities, right, title and interest in and to the
Development Agreement as herein provided.
NOW, THEREFORE, in consideration of the sum ofTen and No/IOOths Dollars ($10.00)
and other good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.
reference.
The foregoing recitals are true and correct and are incorporated herein by
9
2. The Assignor hereby assigns to the Assignee, and the Assignee hereby accepts
from the Assignor, all of the Assignor's right, title and interest in and to the Development
Agreement as of the date hereof, together with Assignor's interest in any deposits, which may
have been paid by Assignor relating thereto.
3. The Assignee, on and after the date hereof, hereby assumes the performance of
all of the terms, covenants, obligations and conditions imposed upon the Assignor pursuant to
the Development Agreement and agrees to perform all of the terms, covenants, obligations.
duties and conditions required of it pursuant to the Development Agreement in all respects and
with the same effect as though the Ass ignee had executed the Development Agreement as the
Developer originally named therein.
4. The Assignee hereby agrees to defend and indemnify the Assignor against and to
hold the Assignor harmless from any and all claims, demands, actions, causes of action, losses,
damages, liabilities, costs or expenses (including, without limitation, reasonable attorneys' fees)
incurred as a consequence of any alleged default, breach, act or occurrence brought against or
suffered by the Assignor that occurs or may be alleged to occur with respect to any default or
breach by the Assignee of any and all of the obligations and responsibilities so assumed on and
subsequent to the date of this Agreement.
5. This Agreement may be executed in any number of counterparts, each of which,
when executed and delivered, shall be an original, and such counterparts together constitute one
and the same instrument. Signature and acknowledgment pages may be detached from the
counterparts and attached to a single copy of this document to physically form one document.
6. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their heirs, personal representatives, successors and assigns.
7. In the event of any litigation between the parties arising out of this Agreement,
the prevailing party shall be entitled to recover all costs incurred, including without limitation
reasonable attorneys' and paralegals' fees and costs, whether such fees and costs are incurred at
trial, on appeal or in any bankruptcy proceedings.
8. Assignor and Assignee each knowingly, voluntarily and intentionally waive any
right that either of them may have to trial by jury with respect to any litigation or legal
proceeding based upon or arising directly, indirectly or otherwise in connection with, out of,
related to or from this Agreement including, by way of example but not limitation, any course of
conduct, course of dealings, verbal or written statements or acts or omissions of either party
which in any way relate to this Agreement. Further more, Assignor and Assignee agree that they
will not seek to consolidate any such action in which a jury trial has been waived with any other
action in which a jury trial cannot or has not been waived. The parties hereto have specifically
discussed and negotiated for this waiver and understand the legal consequences of it.
9. This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida. The parties hereby consent to jurisdiction and venue in Pinellas County,
10
IMRGLOBAL CORP., a
Florida corporation
~#1.~
K<:lt!~-r /J4. J1IOU.ICIG
a.FD
Florida, and agree that such jurisdiction and venue shall be sole and exclusive for any and all
actions or disputes related to this Agreement or any related instruments.
IN WITNESS WHEREOF, the Assignor and Assignee have executed this Agreement to
be effective as of the date first above written.
Name:
Name:
By:
Name:
Title:
(Corporate Seal)
"ASSIGNOR"
S & P PROPERTIES, L.C., a Florida limited
liability company
By its general partner:
(seal)
Name:.
(Notary blocks begin on the following page.)
11
Signed, sealed and delivered
in the presence of:
lMRGLOBAL CORP., a
Florida corporation
...
Florida, and agree that such jurisdiction and venue shall be sole and exclusive for any and all
actions or disputes related to this Agreement or any related instruments.
IN WITNESS WHEREOF, the Assignor and Assignee have executed this Agreement to
be effective as of the date first above written.
Name:
By:
Name:
Title:
Name:
(Corporate Seal)
" ASSIGNOR"
S & P PROPERTIES, L.C., a Florida limited
liability company
Name: ~t,
:~~~
./t '~~~:-"7 . .
Name. .e()J..s~ ~r2 O.h 0
. 1h"~7et
By Its general pmner.
~ '0
Name: S \ fY\~ fI. .e..-
( seal)
(Notary blocks begin on the following page.)
11
"
STATE OF FLORIDA
COUNTY OF PINELLAS
The ~regoing instrument was aqknowledged before me this p!: day of J ~ ,
2000, by ~bl~ M. rnueCrfJ\.., as CPO ofIMRGLOBAL CORP., a
Florida corporation, on behalf of the corporation. He/She i~ersonar(ykno\VnJo me or has
produced - as identification, ~ ~~, ~
NotaIj/P;;~J~
G~ C Shirley Retb (c:::::' 1 / - ,/ ----I
l~ ' I"~ I" omml6Sfon /I CO --I h I f' ~ c-::1 ^ .
~ 8kplre. Mar 29807383 (Type, Pn'nt or S.L_p Name)
., 'AIJ Bonded 'T~200J !,U1l1
"QUo Bon~ C
go., loe. l, /
My Commission Expires: .3 F'I 0:)
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this day of ,
2000, by , a general partner of S & P PROPERTIES, INC., a
Florida limited liability company, on behalf of the company. He/She is personally known to me
or has produced as identification.
Notary Public
(Type, Print or Stamp Name)
My Commission Expires:
12
STATE OF FLORIDA
COUNTY OF PlNELLAS
The foregoing instrument was acknowledged before me this day of ,
2000, by , as of UvlRGLOBAL CORP., a
Florida corporation, on behalf of the corporation. He/She is personally known to me or has
produced as identification.
SI A IE OF FLORIDA
Notary Public
(Type, Print or Stamp Name)
My Commission Expires:
COUNTY OF PlNELLAS
The foregoing instrument was acknowledged before me this /5 ~ay of i.J~'7(j-<
2000, by':r::t1)") '5 , fY1Cl Y'I ~ , a general partne~S & p' PR~ffi ~ INC., a
Florida limited liability company, on behalf of the company.Ctte-?She is~ersomrlly"kno~ to me
or has produced as identification. '-______ .
-.....
..'i}:.':;.,,~. DENISE FAUEAANO -Ii
f.rX'l': :.~ MY COMMISSION' CC 805258 f
~'~?,f EXPIRES: January 28, 2(;03 ,~
'~Rr.,llI'" Bonded Thru Notary Pub/je Und.~ri1t" : 4
_......:).
~ . c...--L 11
i(.Q~4rH-~J
Notary Public . t/
.:J) eV\ ISe, Fo \-z era (\0
(Type, Print or Stamp Name)
My Commission Expires:
12
I' ,
~
SCHEDULE A TO EXHIBIT B
..
CONFIRMATION OF CONSENT BY AGENCY TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
The COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
CLEARW A TER, FLORIDA (the "Agency"), hereby consents to the assignment by
IMRGLOBAL CORP. ("Assignor") to S & P PROPERTIES, L.C. ("Assignee") of all of the
Assignor's right, title and interest in and to the Development Agreement as of the date hereof.
The Agency further consents to the Assignee's assumption of the perfonnance of all the tenns,
covenants, obligations and conditions imposed upon the Assignor pursuant to the Development
Agreement.
Arlr~ as to fonn:
Pamela K. Akin
City Attorney
"Agency"
13
This instrument was prepared by
and should be returned to:
R. James Robbins, Jr., Esq., of
Hill, Ward & Henderson, P.A.
Suite 3700 - Bank of America Plaza
101 East Kennedy Bou levard
Tampa, FL 33602
EXHIBIT C
RELEASE
[IMR - SITE II PROJECT]
This RELEASE is made this I~'" day of J\U\! , 2000, by the COM1v1UN1TY
REDEVELOPivlENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body
corporate and politic of the State of Florida (the II Agency"), whose address is 112 South Osceola
Avenue, Clearwater, Florida 32521. This Release pertains to an Agreement for Development
and Disposition of Property - Th1R-Site II, by and between the Agency and IMRGLOBAL
CORP., a Florida corporation, formerly known as Information Management Resources, Inc.
("lMRglobal"), dated as of October 27, 1998, as amended by that certain First Amendment to
Agreement for Development and Disposition of Property - IMR-Site II by and between the
Agency and I1vIRglobal dated J~~~ '" , 2000 (the original Development Agreement and
the First Amendment hereto shall hereinafter be referred to as the "Development Agreement"),
which provides among other things, for the sale of property within a project site as described in
Schedule A attached hereto and made a part hereof for the development and construction of the
IMR-Site II project, as is defined in the Development Agreement.
In accordance with Section 15.01 of the Development Agreement, IMRglobal assigned
its obligations thereunder to Paul Simone or Assigns ("Simone"), and Simone assumed said
obligations, pursuant to that certain Agreement for Sale by and between IMRglobal and Simone
dated March 10, 2000 (the "Sale Agreement"), which Sale Agreement was subsequently
assigned by Simone to S & P Properties, L.C. ("S & P Properties") on April t 2, 2000. The
Agency has consented to this assignment and assumption of IMRglobal' s obligations under the
Development Agreement to S & P Properties, and this Certificate has been executed by the
Agency as provided in Section 15.01 thereof and constitutes a conclusive determination that (i)
the Agency does hereby and by these presents, on behalf of itself, it partners, its agents and
employees, and on behalf of anyone claiming by or though or under the Agency, fully remise,
release, acquit and forever discharge IMRglobal, its successors, officers, directors, agents or
employees, of and from any and all obligations and duties arising out of, or in connection with in
any way or manner, or as a result of a breach or alleged breach of, the Development Agreement
and any and all other documents executed in connection therewith as well as of and from any and
all rights, claims, demands, damages, actions and causes of action, of any nature whatsoever,
14
. I"
~
whether arising at law or in equity, that the Agency may have had, may now have, or may
hereafter have, against IMRglobal arising out of, or in connection in any way or manner, or as a
result of a breach or alleged breach of, the Development Agreement; and (ii) IMRglobal is no
longer subject to any restrictions, limitations or obligations imposed by the Development
Agreement.
Copies of the fully executed Development Agreement and First Amendment are on file
with the City Clerk, City of Clearwater, Florida, located at City Hall, 112 South Osceola Avenue,
Clearwater, Florida, which is available for review and copying by the public.
IN~WITNESS WHEREOF, the undersigned has hereunto set its name and seal this III ~
day of _-!. t,,,1'-"'- , 2000.
(
Signed, sealed and delivered
in the presence of: COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEA:~
By: ~
BrianJ. Au~
Chairperson
Approved as to form:
J1~L
Pamela K. Akin
City Attorney
Attest:
~ ~. !L-- -~Q~
Cynthia . Goudeau
City Cler
II Agency"
15
. ,~ ,~
.
\
SCHEDULE A TO EXHffiIT C
LEGAL DESCRIPTION
Lots 4,5,6, 7 AND 8, CLEARWATER HEIGHTS, according to the plat thereof.
as recorded in Plat Book 4, Page 99, of the Public Records of Hillsborough
County, Florida of which Pinellas County was formerly a part.
G:UUR\JUSTICE\1180\Amendment to Development Agreement new.doc
16
09:0SIOJ 10:41 FAX 941 750 9761
"Q.,JJ&:,\ tA
k'.Q : ( /2/4 Y lill 002
SECOND AMENDMENT TO AGREEMENT FOR DEVELOPMENT
t'ND DISPOSITION OF PROPERTY - IMR SITE II
THIS SECOND AMENDMENT TO AGREEMENT FOR DEVELOPMENT
AND DISPOSITION OF PROPERTY - IMR-SITE II ("Second Amendment") is
made and entered into as of , 2003, by and between
COMMUNITY HEDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER,
a public body corporate and politic of the State of Florida, created pursuant to
Part III, Chapter 163, Florida Statutes ("Agency"), and S & P PROPERTIES, L.C.,
a Florida limited liability company ("S & P").
RECITALS
WHEREAS, Agency and IMRglobal are parties to that certain Agreement for
Development and Disposition of Property - IMR-Site II, dated as of October 27,
1998 ("Development Agreement"), a Memorandum of which dated November 4,
1998 is recorded in Official Records Book 10299, at Page 511, of the Public
Records of Pinellas County, Florida: and
WHEREAS, Agency approved an Assignment and Assumption Agreement from
IMRglobal to S & P Properties on June 19,2000; and
WHEREAS, S& P has made a written request, by letter of August 7,2003, to
amend the Development Agreement, and requests to extend the time in which
construction on the Site must commence,
VtAJP
NOW, THEREFORE, the parties hereto agree as follows:
6.02 Construction of the Project
(a)(3) Iffor any reason, including Un~voidable Delay, the Developer does
not commence construction of the Project on or before October 30, 2004 GGtobal=
30, 2003, then as of that date, the Agency shall no longer be obligated to pay for
or reimburse' Dsveloper for those Impact Fees, if any, paiq 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 3D, 2004 October 30, 2003, then as of that date
the Developer shall pay to the Agency the sum of $35,000.00 (the "Termination
Fee"). The Developer and the Agency recognize and acknowledge that said
$35,000.00 represents the difference between the Purchase Price of the Site
payable pursuant to this Agreement and the estimated fair market value for the
Site.
09/08/03 10:42 FAX 941 750 9761
O.P&~ p:\
!ill 003
-..---.-- "--. ~_.
- - ,
Signed, sealed and delivered
in the presence of:
COMMUNITY REDEVELOPMENT AGENCY
OF THE CI1Y OF CLEARWATER, FLORIDA
By:
Brian J. Aungst
Chairperson
Approved as to form:
Attest:
Cynthia E. Goudeau
City Clerk
STATE OF FLORIDA
COUNTY OF PINELLAS
" '.
1:':
The foregoing instrument was acknowledged before me this day of
, 2003, by BRIAN J. AUNGST and CYNTHIA 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)
Prlntedffyped 'Name:
Notary Public-State of Florida
Commission Number.
J/)
'.
09/18/03 09:23 FA! 941 750 9761
O.P&N PA
~005
----...--.--.-.-.---
0;.
tV! A-~ I~ i:/o t..,E vJ 5/~ t .
Name:
(Type or print name)
By:
S & P PROPE I .C., a Florida
.~~mited }Jablr C~.r,!J ~ny../
/!j'\.r I. f ~ ,
- .General Perm" M ~--J F~ i~~.:4f. I
Name:
(Type or prlnt name)
The foregolng.lnsJr:ument was acknowledged before me this day of
, 2003. by , a general partner of S & p
Properties. Inc., a Florida limited liability company. on behalf of the company.
He/She is personally known to me or has produced
as identification.
(SEAL)
PrlntedlTyped Name:
NotaJy Publlc-State of Florida
Commission Number:
. <
The foregoing Second Amendment to Agreement for Development and Disposition of
Property - IMR Site II, was acknowledged before me this 24th day of September, 2003
by Mark Polewski, an authorized signing officer of Windsor Clearwater Holdings Inc.
("Windsor Clearwater"). Windsor Clearwater being a Managing Partner of S & p
Properties, L.C" a Florida Limited Liability Company (the "Company"). He has
produced his Driver's Licence to me as identification.
,(.,",I\. \, \. \.l'
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CHRIS';~~HER 1J I'AN HICKEY
Notary Public, PrQ..Vince of Ontario
T7._' r (')r~i II
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AGREEMENT FOR DEVELOPMENT
AND
DISPOSITION OF PROPERTY
IMR - Site D
This A~eement for Development and Disposition of Property ("Agreement") is made
as of this J./~ day of October, 1998, by and between the COt\'fMUNlTY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body
corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida
Statutes ("Agency"), 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 of Developer, dated June I. 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 agreementto 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 .L!2:..... 1998, the Agency approved
this Agreement and authorized and directed its execution by the appropriate officials of the Agency;
WHEREAS, the board of directors of Developer has approved this Agreement and has
authorized and directed certain individuals to execute this Agreement on behalf of Developer; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereby agree as follows:
ARTICLE 1. DEFINITIONS.
1.01. Definitions. The tenns defined in this Article J shall have the following meanings,
except as herein otherwise expressly provided:
(1) "Act" means the Constitution of the State of Florida; Section 163.0 I, Florida Statutes,
Part ill, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes, other applicable provisions of
law, and ordinances and resolutions of the City and the Agency implementing them.
(2) "Agency" means the Community Redevelopment Agency of the City, as created by
Resolution No. 81-68 of the City, adopted by the City Commission on August 6, 1981, including any
amendments thereto, and any successors or assigns thereto.
(3) "Agreement" means this Agreement for Development and Disposition of Property,
including any Exhibits, and any amendments hereto or thereto.
(4) "Agreement Expiration Certificate" means the instrument executed by the parties
hereto as provided in Section IS.19 certifying that all obligations of the parties hereto have been
satisfied and this Agreement has expired in accordance with its terms. the form of which is attached
hereto as Exhibit 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 tenninated prior to its
Expiration Date as provided in Section 11.0S, the fonn of which is attached hereto as Exhibit F.
(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.
2
'. (10)' , "City Commission" means. the governing body of the City. by whatever name known
or however constituted from time to time,
(tl):,' ,'!Closlng Oate'\ m'cans,thc datc 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) "~ "Commencemcnt Dateumcans the date of issuance of the first Building Permit for any
part of the IMR-Site II Project,
(13), : "Completion Date'! mean's:the date on which construction of the Project is substantially
complete as evidenced by a Completion Certificate,
(12$)' "CdntraCtor't means,onc or more individuals or firms constituting a general contractor
or other ~ of.constructiqn.'contractorproperly licensed by the State of Florida or other appropriate
jurisdict.ion to theexteritnquired..by applicable law, authorized to perform construction contractor
services in the:State ofI:1orida(registercd 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)'7. "~onstructioflFinancing". means the funds provided by the Construction Lender to the
,:Deve'loperdarlng rhe tcrrn.of.,t,his'.Agreement to pay the cost of developing and constructing the
. Project;-:or,:any. p-onion~theJ:eof;'on the Site. including. but not limited to. acquisition of the Site,
financing' ctists.: 'i'soft 'cost-s," o)/erhead,' and the design. construction and equipping of the Project.
(-16) "Construction' L.ei1der"~ means any person or persons providing the Construction
Financing or any portion thereof.
(17) , ~, "Developer" 'means:lnfQrmation Management Resources. Inc., a Florida for-profit
corporation, and any successors and assigns thereof, including any entity, partnership, joint venture,
or other persOnin,wruClrlnfonnation',Management Resources. Inc.. is a general partner or principal,
but ,not indu'ding'any:-,entity...partnership~ joint venture, or other person in which Information
Management 'Resool:'ces~'! olnc;'.js'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 Memorandumof.Develtipment Agreement is recorded and this Agreement becomes effective.
(20)' - "Exhibits!':means those agreements, diagrams, drawings. specifications, instruments,
forms of instruments\ ..:irid othe~~docui1lents attached hereto and designated as exhibjts to, and
incorporated in and made a part of. this Agreement.
J
.
(21) . "Expiration Date" means the date on which t his Agreement ex pires, as evidenced by
the Agreement Expiration Certificate being recorded in the public records of Pinellas County, Florida,
as provided in Section 15.19 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 substantialIy 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, PinelIas
County and any other governmental entity on projects located in the Site for certain services impacted
by development such as the Project.
(24) "Th1R-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
adoptcd 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 IMR-Site II Project.
(28) "Project Plans and Specifications" means the plans and specifications pertaining to the
construction, instalIation and equipping of the IMR-Site II Project, including the schedule for
complcting 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), 1998,
submitted by the Developer to the Agency in response to the RFP.
4
(3 I) "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 Exhibit A attached hereto, on which
the 11v1R-Site II Project is to be located.
(33) "Site Plan" means the depiction and description of the Project on the Site, the initial
version of which is to be prepared by the Developer and submitted to the Agency for ap.Ploval 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 trom 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 12 hereof
1.02. Use of Words and Phrases. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter genders. Unless the context shall
otherv.;se indicate, the singular shall include the plural as well as the singular number, and the word
"person" shall include corporations and associations, including public bodies, as well as natural
persons. "Herein.," "hereby," "hereunder," "hereof." "hereinbefore," "hereinafter" and other equivalent
words refer to this Agreement and not solely to the particular portion thereof in which any such word
is used.
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 Ag.recmcnl.
(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
(b)( 1) The Site is to be redeveloped according to Project Plans and Specifications for use as
a research and conference center together v.;th 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 ), 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, ) 998, shall be as a tenant at will, and the Agency may terminate 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. Developer'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.
6
(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, J?,f2vide 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. Authorized Representative.
(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
15.03 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
ARTICLE 3. LAND USE REGULATION.
3.01. Zonina.
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
ofthe Project.
3.02. Redevelopment Plan.
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
~m.-Sjte 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. Development ofRei:ional 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. Permits.
(a) The Developer shall prepare and submit to the appropriate governmental authorities.
including the City, the applications for each an~ 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 (exc1udinue{mi'-andJ.eyi.e~osts which shaILbe.pay.@J~_bYJh~...~g~~~y a~
. hereinafter provicLed). 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, ifany, which may be associated with the Project.
R
(b) The Agency shall 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 pennitting,
licensing or other regulatory approvals by the Agency or the City shall be subject to the established
procedures and requirements of the Agency or the City with respect to review and penniuing of a
project ora 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 9J-5, Florida Administrative Code, collectively the "Gro.....1h
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 wilh
concurrency certification provisions of the City's land development code.
3.06. Not a Development Order 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
163.3 164, Florida Statutes.
ARTICLE 4. PROJECT PLANS AND SPECIFICATIONS.
4.01. Site Plan.
(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
Developer agrees that during the term 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 Proiect Plans and Specifications.
(a) The Developer shall prepare the Project Plans and Specifications in sufficient detail
and description 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)( 1) 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)( I) 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 of Project Plans and Specifications.
(a) During the term of this Agreement, Agency review and approval of the Project Plans
and Specifications is a prerequisite for issuance of the initial Building Permit for construction of the
Project, or any part thereof. In the discretion of the Agency's governing body. the Agency's review
10
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 with 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. Findin~s: Representations.
(a) The Agency is the owner of the Site.
(b) Agency desires to sell and convey the Site to Developer.
5.02. Agreement to Sell and Purchase.
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 5.
II
5.03. Purchase Price.
The purchase price of the Site is ONE HUNDRED THIRTY.01'.TE 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."
5.04. Site Evaluation.
(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
Period, Developer may temunate 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 I ] .05
hereof
5.05. I.i1k.
(a) Within five (5) days after the Effective Date, the Agency shall furnish to Developer,
at AgencYs expense, a commitment for the issuance ofan owner's 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 total 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 "Permitted 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 thereofor 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 pernlitted 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 8-1970 (Rev. 10/17170 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"e~ceptions
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 Florida 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.
1:\
(vii) Identity any flood zones as defined on Federal Flood Insurance Rate Maps (F.I.R.~1 )
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 Developer's 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 title defect for purposes of this Section 5.06.
5.07. Rights and Quties of Agency.
(a) Agency shall cooperate in good faith with Developer in Developer's evaluation of the
Site and shall execute a\l 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 that the covenants. warranties and
representations set forth herein are true and correct as of the Closing Date.
5.08. Rights and Duties of Developer.
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. Agency's Oblil.1ation to ('onvey.
At such time as Agency has received payment in full of the Purchase Price. Agency shall
immediately convey to Developer the Site.
5. 10. Conditions to Closini:.
(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:
(1) 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;
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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 9.0] 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 11.01.
5.11. Closini.
Provided all conditions to conveyance of the Site to the Developer have been satisfied,
Developer shall purchase the Site on or before December 31, 1998 (herein referred toas 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 panies may mutually agree to change the
Closing Date.
I
5.12. Closini Procedure.
(a) At closing, the Agency shall convey to Developer by special warranty deed, in the
form attached hereto as Exhibit 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 assessments and taxes, interest and penalties levied against
the Site prior to the Closing Date.
15
(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 title 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) Closing shall be conducted at St. Petersburg, Florida, or elsewhere by mutual
agreement.
5.13. Possession.
Possession of the Site shall pass to Developer upon completion of the Closing.
5.14. Condition of Title.
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. Taxes 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 thereon, shall be paid byAgency on or before the Closing Date.
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5.16. Covenants. Warranties and Representations.
Agency hereby covenants, warrants and represents to Developer that:
(a) The title of Agency to the Site hereby sold is absolute, good and merchantable and free
and clear of all liens and encumbrances except for the Pennitted Exceptions.
(b) Agency has the full legal power to own and convey the Site as provided for herein,
without any other consent or proceeding required from any other person, entity or organization.
(c) There are no legal proceedings pending, threatened or contemplated agaitfst 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 workhas 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.
(g) Agency has no information or knowledge of any change contemplated in the applicable
laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent land
owners or natural or artificial conditions upon the 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 aff~cting 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 of way,
to any person, corporation (public or private), governmental body or political subdivision without the
written permission of Developer.
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0)( 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
Environmental 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 U.S.c.
99601, 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 regulation or judicial or
administrative order or decision, as same may be amended ITom time to time. including but not limited
to (i) hazardous wastes as identified pursuant to the Resource Conversation and Recovery Act, 42
U.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 oflhe
Site or any ponion 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 ofrnoney or
land or to construct, install or maintain any improvements of a public or private nature on or otfthe
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.
I~
(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 code and rezone the Site; provided, however, such changes in the land
development code 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 classification, 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 sUlvi\'e the Closing of this transaction.
5.17. Condemnation.
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 full
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. J 8. Real Estate Commission.
Developer and Agency represent that, except as provided in this Section 5. J 8, they have not
used any brokerage services 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
to the Agency and the Agency acknowledges that the Developer has retained and used the services
ofJustice 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. Pennitted Retrofitting 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. All 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 S I ,000,000.00 of general liability insurance coverage, which liability insurance coverage shall
designate the Agency and the City of Clearwater as additional insureds.
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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 S 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 31, 1998, then,
commencing as of January I, 1998, the Developer shall be deemed a tenant at will 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
Developer's 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 Draina&e 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 stormwater retention or detention. To the extent that the
development of the 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 orany such off-site stonnwater retention or detention which is required, and the Agency
shall undertake to provide such off-site stormwater 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 delay 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 thereofis 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 Building. shall not be considered a Building Pennit for purposes of this
Agreement.
6.02. Construction of the Proiect.
(aXl) 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.
'.. 'C
(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$35.000.00
(the "Termination Fcc"). 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 Anicle 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 of this Agreement to the
extent construction or completion of the Project. or any pan 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.
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(d)( 1) After the Commencement Dale. 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
\vithin ten (] 0) 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 and 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 sh3i1 comply with all applicable laws, ordinances. codes and regulations.
6.04. Project Alterations or Improvements. During the construction of the Project, the
Developer may. from time to time. make alterations and improvements. structural or othen'lise. 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 governmental entity or to enlarge its
regulatory authority.
6.05. Completion Certificate.
(aX1) 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
2J
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 temlination 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 ofthecissuance
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 detennining 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 shall 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)( I) for the original request.
(c) The Completion Certificate shall be in a form sufficient to be recorded in the public
records of Pine lias County, Florida. After execution by the Agency. it shall be promptly returned to
the Developer who shall record the certificate in the public records of Pine lias County. Florida. and
pay the cost of such recording.
6.06. Ai:ency Not in Privity with Contractors. 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.
2~
ARTICLE 7. INSURANCE.
7.01. Insurance Requirements Generally.
(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. All 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.
I
(e)( I) 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. Insurance Exclusive of Indemnity. 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. No Waiver of Sovereiin Immunity. Nothing in this Article 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. Indemnification by the Developer.
(a) For consideration of $10.00 and other good and valuable consideration herein
provided, the receipt of which is hereby acknowledged by the Developer. the Developer agrees to
25
.
indemnify, defend and hold harmless. the Agency, its respective agents. officers, or employees from
any and all liabilities, damages. penalties, judgments, claims. demands. costs, losses, expenses or
attorneys' fees through appellate proceedings, for personal injury. bodily injury, death or property
damage arising out of, or by reason of any act or omission of the Developer. its agents, employees
or contractors arising out of, in connection with or by reason of, the perfonnance 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 selVices 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 Developer's indemnity obligations under subsection (a) shall sUlVive 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 Termination 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. Indemnification by the A2ency.
(a) To the extent pennitted 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 selVices contemplated by this
Agreement, or which are alleged to have arisen out of, in connection with or by reason of. the
perfom1ance 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 selVices.
(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 sUlVive the earlier
of the Temunation Date or the Expiration Date, but shall only apply to occurrences. acts or omissions
that arise on or before the earlier of the Termination 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
2(\
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 oflndcmnification.
Notwithstanding anything to the contrary contained herein., 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 indemnitying party shall not be responsible for damages that could haYi been, but
were not, mitigated by the indemnified party;
(b) the indemnitying 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
indemnitying 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.
ARTICLE 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 fonn 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 tenns and provisions thereof or hereof: (l) 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 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
upon any property of the Developer under any indenture. mortgage. deed of trust, bank loan or credit
agreement, the Developers 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 fonn accepted
by the Agency and the Developer, each document contemplated or required by this Agreement to
which the Developer is or will be a party constitutes, or when entered into will constitute. a legal.
valid and binding obligation of the Developer enforceable against the Developer in accordance with
the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency
or similar laws from time to time in effect which affect creditors' rights generally and subject to usual
equitable principles in the event that equitable remedies are involved.
(d) There are no pending or, to the knowledge of the Developer, threatened actions or
proceedings before any court or administrative agency against the Developer, or against any
controlling shareholder, officer, employee or agent of the Developer, which question the validity of
this Agreement or any document contemplated hereunder. or which are likely in any case, or in the
aggregate, to materially adversely affect the consummation of the transactions contemplated
hereunder or the financial condition of the Developer.
(e) The Developer has filed or caused to be filed all federal. state, local and foreign tax
returns, 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 financial 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 principal place of business and principal executive offices of the Developer are
in Clearwater, Florida, and, until the expiration or termination of this Agreement, the Developer will
keep original or duplicate records concerning the Project (such as construction contracts, 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 Developer (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.
2~
~.
9.02. Covenants. The Developer covenants with the Agency that until the earlier of the
Termination Date or the Expiration Date:
(a) The Developer shall timely perfonn 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, pennits. 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.
'.. 'II
(c) The Developer shall 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 shall 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 15.0 I. 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 ofthis Agreement. the Developer, will promptly notify the Agency of any changes to the
existence or fonn of the corporation of Developer.
(g) The Developer shall not sell. lease. transfer or otherwise dispose of all or substantially
aU 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 performance 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 constnlction of the Project to commence and continue, the
29
Developer shall not permit, commit. or suffer any waste or impairment of the Site prior to the earlier
of the Termination Date or the Expiration Date.
(i) Provided all conditions precedent thereto 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.
] 0.0]. 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 Ill, Chapter 163, Florida
Statutes (known as the Community Redevelopment Act of 1969), has all requisite corporate power
and authority to carry on its business as now conducted and to perform its obligations hereunder and
under each document or instrument contemplated by this Agreement to which it is or will be a party.
(b) This Agreement and, to the extent such documents presently exist in form accepted
by the Agency and the Developer, each document contemplated or required by this Agreement to
which the Agency is or will be a party have been duly authorized by all necessary action on the part I
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 ( I) 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 or results in any breach of, or default under
or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance
upon any property of the Agency under any indenture, mortgage, deed of trust, bank loan or credit
agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement
or instrument to which the Agency is a party, specifically including any covenants of any bonds, notes.
or other forms of indebtedness of the Agency outstanding on the Effective Date.
(c) This Agreement and, to the extent 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
30
(b)
Agency sh
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.
11
10.02. Covenants. The Agency covenants with the Developer that until the earlier of the
Termination Date or the Expiration Date:
(a)
"event of c
or compl)
suspension
default of 1
by the Agt
(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:
Developel
period des
specific p
remedies t,
occurs on
shall not ir
out-of-poc
connectio
developmc
acquisitio
committe.
(b) During each year that this Agreement and the obligations of the Agency under this
Agreement shall be in effect, the Agency shall cause to be executed and to continue to be in effect
those instruments, documents, certificates, pennits, 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 cany 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, and, to the extent pennitted 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.
(2
paragraph
the Agenc
by the AS
within sue
such defat
period sh,
. approval,
be given c
thirty (3C
Agency ~
prosecutir
or such I.
after recci
said perio
said thirt:
default, th
notice to
(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 oftime 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 II.
DEFAULT; TERMINATION.
11.01. Default by Developer.
(a) Provided the Agency is not then in default of this Agreement under Section] 1.02
hereof, there shall be an "event of default" by the Developer upon the occurrence of anyone or more
of the following after the Effective Date:
31
(3) Any attempt by the Developer to pursue any of the remedies referred to in paragraphs
(I) or (2) above will 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 perfonn by such deadline or the expiration of such period.
11.03. Obligations. Ri~ts and Remedies Cumulative. 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
perfonnance 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 performance 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 ofa subsequent default or nonperformance of such term. covenant, condition or provision.
11.05. Termination.
(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 Dcveloper 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.] 0 not being timely satisfied or waived.
'.. C
(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 Devcloper by the Closing Date.
(b) Upon the occurrence of an evcnt described in subsection (a), thcn thc Developer or
the Agency may upon determining that such evcnt cannot reasonably be expected to change in the
foreseeable future so as to allow development of the Project, may elect to tcrminate 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 preccdent to occur or be satisfied, stating its
election to terminate this Agreement as a result thereof. in which case this Agreement shall then
terminate, provided, however, only the Developer may elect to terminate this Agreement upon the
occurrence of an event described in paragraph (5), (6). (7) and (8),
(c) In the event ofa ternunation pursuant to Section II.05(b). neither the Developer nor
the Agency shall be obligated or liable one to the othcr 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 terminate this Agreement because of the
non-satisfaction of any condition specificd herein. and such condition is subsequently satisfied. then
the non-satisfaction of such condition shall no longer be the basis for termination of this Agreement.
(e)( I) Following the Closing Date. the Developcr may, at its sole election. elect to terminate
this Agreement prior to the Expiration Date, by agreeing and acknowledging in writing with the
Agcncy that the Agcncy 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 eJection 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
,. { 7"::~::;-::\~('~;' ~~: f ....;:
':' .\.. ~'.~~:.~
ROLL NO.
"
'\
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'\,
Developer shall not pemut, commit, or suffer any waste or impairment of the Site prior to the earlier
of the Tennination Date or the Expiration Date.
(i) Provided all conditions precedent thereto have been satisfied or waived as provided
herein, thc Dcvelopcr 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. Represcntations and Warranties. The Agency represents and warrants to the
Developer that cach 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 rcdevelopment agency of the City under Pan III, Chapter 163, Florida
Statutes (knO\\11 as the Community Redevelopment Act of 1969), has all requisite corporate power
and authority to cany on its business as now conducted and to perform its obligations hereunder and
undcr each document or instrument contcmplated by this Agreement to which it is or will be a party.
(b) This Agreement and, to the extent such documents presently exist in fonn accepted
by the Agency and the Developer. each document contemplated or required by this Agreement to
which the Agency is or will be a party have been duly authorized by all necessary action on thc part
of, and havc been or will bc duly executcd and delivered by. the Agency. and neither the execution
and delivery thereof. nor compliance with the terms and provisions thereof or hereof (I) requires the
approval and consent of any other party. except such as have been duly obtained or as are specifically
notcd hcrein. (2) contravenes any existing law, judgment, governmental rule. regulation or order
applicable to or binding on the Agency. (3) contravenes or results in any breach of, or default under
or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance
upon any property of the Agency under any indenture. mortgage. deed of trust, bank loan or credit
agreement, applicable ordinances, resolutions or, on the date of this Agreemcnt, any other agrecment
or instrumcnt 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
thercof, 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
30
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 shall 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, and. to the extent pennitted 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.
I
(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.
11.01. Default by Developer.
(a) Provided the Agency is not then in default of this Agreement under Section 11.02
hereof. there shall be an "event of default" by the Developer upon the occurrence of anyone or more
of the following after the Effective Date:
))
(1) The Developer shall fail to perform or comply with any material provision of this
Agreement applicable to it within the time prescribed therefor; provided, however, that suspension
of or delay in performance by the Developer during any period in which the Agency ic:; in default of
this Agreement as provided in Section 11.02 hereof will not constitute an event of default by the
Developer under this subsection (a); or
(2) The Developer shall make a general assignment for the benefit of its creditors, or shall
admit in writing its inability to pay its debts as they become due or shall file a petition in bankruptcy,
or shall be adjudicated a bankrupt or insolvent, or shall file a petition seeking any reorganization,
arrangement, composition, readjustment, liquidation. dissolution or similar relief under any present
or future statute, law or regulation or shall file an answer admitting. or shall fail reasonably to contest.
the material allegations of a petition filed against it in any such proceeding, or shall seek or consent
to or acquiesce in the appointment of any trustee, receiver or liquidator of the Developer or any
material part of such entity's properties; or
(3) Within sixty (60) days after the commencement of any proceeding by or against the
Developer seeking any reorganization, arrangement. composition. readjustment. liquidation.
dissolution or similar relief under any present or future statute, law or regulation, such proceeding
shall not have been dismissed or otherwise 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 shall not have been vacated.
(b)(1) 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
alllegaJ 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.
(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.
(3) 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.
32
(b) In the event ofa termination of this Agreement pursuant to this Section 11.01, the
Agency shall not be obligated to make or to continue to make any payment s of any I mpact Fees,
11.02. Default by the Aiency.
(a) Provided the Developer is not then in default under Section ] 1.0], 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 11.01 hereofwill not constitute an even~ofdefault
by the Agency under this subsection (a).
(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 which 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.
(2) The Developer may not terminate this Agreement or institute an action described in
paragraph (I) 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
Of such longer period promptly. diligently and in good faith proceed to cure such event of default
after feceipt 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.
33
(3) Any attempt by the Developer to pursue any of the remedies referred to in paragraphs
(1) or (2) above will 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 perfonn by such deadline or the expiration of such period.
11.03. Obligations. Ri&hts and Remedies Cumulative. 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 performance 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 ofa subsequent default or nonperformance of such term, covenant, condition or provision.
11.05. Termination.
(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:
(1) 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 Pincllas County so as to prcvent 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
ccrtificate 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.] 0 not being timely satisfied or waived.
'.. 'c
(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
terminate, provided. however, only the Developer may elect to terminate 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) ) .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 terminate 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 termination 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 thc amounts of Impact Fees, provided in
Section 3.04 or provide off site retention and detention pursuant to Section 5.22 hereof and by paying
the Tennination Fee to the Agency. Upon such election by the Developer and the paymcnt of the
Termination Fee to the Agency. this Agreement shall be deemed terminated except for those
provisions which expressly survive the termination.
35
11.06. Tennination Certificate.
(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 tenninate this Agreement, which certificate shall expressly
state that this Agreement has been terminated in accordance with its tenns, is no longer of any force
and effect except for those provisions hereof which expressly survive termination, that the rights,
duties and obligations of the parties hereto have been tenninated 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 fonn suitable for
recording and promptly after execution by all of the parties hereto shall be recorded in the public
records of Pine lias County, Florida. The cost of recording the tennination certificate shall be paid
by the terminating party.
ARTICLE 12.
UNAVOIDABLE DELAY.
12.01. Unavoidable Delay.
(a) Any delay in performance of or inability to perform any obligation under this
Agreement (other than an obligation to pay money) due to any event or condition described in
paragraph (2) as an event of "Unavoidable Delay" shall be excused in the manner provided in this
Section 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 abnonnaJ and excessively inclement weather (as indicated by the records
of the local weather bureau for a five-year period preceding the Effective Date), strikes or labor
disturbances, delays due to proceedings under Chapters 73 and 74, Florida Statutes, restoration in
connection with any of the foregoing or any other cause beyond the reasonable control of the party
performing the obligation in question, including, without limitation, such causes as may arise from
the act of the other party to this Agreement, or acts of any governmental authority (except that acts
of the Agency shall not constitute an Unavoidable Delay with respect to perfonnance by the Agency).
(c) An application by any party hereto (referred to in this paragraph (c) and in paragraph
(d) as the" Applicant") for an extension of time pursuant to subsection (a) must be in writing, must
set forth in detail the reasons and causes of delay, and must be 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.
)6
(d) The Applicant shall be entitled tl
for the number of days of delay due solely to t
Unavoidable Delay and only to the extent th2
proceeding with its rights, duties and obligatiol
ARTICLE 13.
RESTRICTlC
13.01. Restrictions on Use. Prior tc
Date, no use of the Project or the Site other
together with corporate, efficiency apartments
Agreement and the Plan shall be permitted un!
the Developer, intending to so use the Pre
rclease from the any part of or all of the restl~
promptly consider such request and either de'
the request subject to such terms, condition:
Unless specifically requested and approved. any rCICd~1: Ul ,..~ .__..
13.01 shall not by its own terms without the consent of the Agency release th
obligations or restrictions imposed by this Agreement or any agreement, in!
contemplated hereby. If any release of the restriction imposed by this Section
the Agency, an instrument evidencing such release and in such form that it ma)
recorded in the public records of Pinellas County, Florida. and the cost of such r
by the Developer. Nothing in this Section 13.01 is intended to affect or overric
regulation, or other legal restriction not set forth in this Agreement The restriC'
shall automatically terminate upon the earlier of the Termination Date or the E:
provided, however, in no event shall the restrictions contained in this Section I
(10th) anniversary of the Effective Date.
ARTICLE 14.
FIRE OR OTHER CASUAL TI'; CONDEI'
14.01. Loss or Damaie to Project.
If economically feasible, the Developer covenants and agrees to dilil
complete the reconstruction or repair of any loss or damage caused by fire 0
eminent domain (provided the City or the Agency is not the condemning author
part of the Project to substantially the same as existed prior to the occurrence of
Any reconstruction or repair of any loss or damage to the Project shall be to
plans and specifications of the original construction unless any change therefrc
Agency.
14.02. Partial Loss or Damaie to Project. Any loss or damage by fir
exercise of eminent domain to the Project or Site, or any portion thereof, whic
Project or Site unusable for the use contemplated by this Agrecment. shall no'
this Agreement or to rclieve or discharge the Developer from thc timely perfor
37
.
of the Developer's obligations pursuant to this Agreement, subject to an extension of time for an
Unavoidable Delay.
14.03. Notice of Loss or Damage to Projekt. 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. Subject to Financini. 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.
1\1 ISCELLANEOUS.
15.01. Assi~nments.
(a)( 1) Prior to the earlier of the Termination Date or the Expiration Date, the Developer may
sell, convey, assign or otherwise dispose of any or all of its right, title. interest and obligations in and
to the 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, assigrunent or other disposition by the Developer to the assignee, shall be bound by the
terms 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 all 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 rcleased
from all such obligations hereunder which have been so assumcd 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, or joint venture. in which the Developer is the
or a general partner or has either the controlling interest or through a joint venture or other
arrangement shares equal management rights with a 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 tenns 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
:iX
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 15.0 I and the prior approval of the
Agency shall be obtained before such an event shall be effective,
15.02. Successors and AssiW'ls. 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 glvC!h 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:
Information Management Resources, Inc.
26750 U.S. Highway 19 North
Suite 500
Clearwater, FL 33 761
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 pany 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 term, 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. Applicable Law and Construction. 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 Pincllas
County, Florida.
(b) Each party to this Agreement hereby submits to the jurisdiction of the State of Florida,
Pinellas 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) lfat 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
corporation, partnership or other entity or shall have no officer, employee, agent, or general partner
available for service of process in the State of Florida. the Developer hereby designates the Secretary
of State, State of Florida. its agent for the service of process in any court 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. A~reement Not a Chapter 86-191. Laws of Florida. Development A~reement. The
Developcr 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 86-19], Laws of Florida. codified as Sections ]63.3220-163.3243, Florida Statutes.
15.08. Estoppel Certificates. The Devcloper 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 if 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 default 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
prospective purchaser, mortgagee, successor. assignee of any mortgage or assignee of the rC5pective
intercst in the Project, ifany, of any party made in accordance with the provisions of this Agreement.
40
15.09. Complete Aireement: Amendments,
(a) This Agreement, and all the terms and provisions contained herein, including without
limitation the Exhibits hereto, constitute t he 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 amendmoot 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. Holidays. 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. Exhibits. 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 jfthey are pan of this Agreement.
15.13. No Brokers. 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 A~ent. During the teml of this Agreement, the Developer hereunder shall 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 ofits 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 Development Aireement. The Agency and the Developer agree to
execute, in recordable form, on the Effective Date, the short form "Memorandum of Agreement for
Development and Disposition of Property," the form of which is attached hereto as Exhibit D, 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 shall pay the cost of such
recording.
4 J
15.16. Public Purpose. 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. No General Obligation. 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 fonn on any real or personal property to pay the City's or the
Agency's obligations or undertakings hereunder.
15.18. Technical 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 11.05. 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 (10th) 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 Pinellas County, Florida. Following execution by all of the parties
hereto, the Agreement Expiration Certificate shall 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 Date. 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
Agency and the Developer and following the approval by the City and the Agency, respectively of
the Interloca1 Agreement, this Agreement (and any executed Exhibits) shall be in full force and effect
in accordance with its terms and upon the recording of the Memorandum ofOevelopment Agreement
as contemplated by Section 15.15 hereof.
IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals
affixed as of this ~ 7.,,-t( day of October, 1998.
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF TER. FLORIDA
Approved as to form:
ATTEST:
By:
~.L.~oo.
Pam la K. Akin, City Attorney
INFORMATION MANAGEMENT RESOURCES, INe.,
a Florida cor ration
By:
ATTEST:
By:
43
,.
ST ATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this ;) () 'fl.., day of October, 1998,
~y TA GARVEY and CYNTHIA E. GOUDEAU, Chairperson and City Clerk, respectively, of
C unity Redevelopment Agency of the City of Clearwater, Florida, They are !'.ersonally known
t ~ or have produced valid Florida drivers' licenses as identification,
roL/~/U~~
(SEAL)
).~v Pf.l ell r..... ".'
~:I"';' -:""'" ,.: l. ~"2...:U
.... . c... .,."" . .:"\
... . n '~''',,,.~,~''''.. ~:''- "3'40
I .' " ..,.., ..,~. ,)
~. ',~ i$ EXt'!!';;;:'; MI. Y 22,19(;9
'<'"OF fl..~ ATlAt liON')::!) THHU
me CCND1NO CO..INC.
c~~~~
Printedrr ped Name:
Notary Public-State of Florida
Commission Number:
ST ATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this dday of October, 1998, by
SATISH K. SANAN and DILl? PATEL. President/CEO and Secretary. respectively oflnformation
Management Resources. Inc., a Florida corporation. They are personally known to me or have
produced a valid driver's license as identification.
(SEAL)
.~-;\'ti;r:\. SHIRlEY RETH
l~i~~ MY N\UMlSSION' CC 435427
_.. .as ~ .
~: .~s EXPtfEs: MItch 21. 1.
'~:':,:o. ~.~ Bonded 1llN NoWy PuIlIc ~
Jflhll'
F '.\\'P6 h\\'ORh'oJl.IRUUSTICE',IIIO DE \ "ElOP SEW
/ ,Q..
A . .-
,-/ l/lJ /J,.. I 'di-
Printe<trryped N6fne: J
Notary Public-State of Florida
Commission Number:
44
.
. .
LIST OF EXHIBITS
EXHIBIT A
Site
EXHTBIT B
Intentionally Reserved
EXHIBIT C
Special Warranty Deed
EXHIBIT D
Memorandum of Agreement for Development and Disposition of
Property
EXHlBIT E
Agreement Expiration Certificate
EXHIBIT F
Agreement Termination Certificate
EXHIBIT A
SITE DESCRIPTION
ITO BE FURNISHED)
'" "41
o
ExhibH "A"
Legal Description
('}
That part of lots 12 and 13, CITY PARK SUBDIVISION,
according to the plat thereof recorded in Plat Book 23.
Page 37, of the pubHc records of Pinallas County,
Florida, described as follows: Begin at the Northwest
corner of Lot 13 and run Easterly ~long tho North line
of Lot 13, a distance of 110 faet t9 a point, said point
being the Point of Oeginnfng; run Easterly along the
North line of Lots 12 and 13, a distance of 100 feet to
a point: thence run Southerly along a line parallel to
the East line of lot 13, a distance of 60 feet to a
point: thence run Westerly a distance of 100 feet along
a line parallel to and 60 feet South of the North line
of Lots 12 and 13 to a point: thence run Northerly along
a line parallel to th~ East line of Lot 13, a distance
of 60 feet to a point of beginning.
.'
,... I
. ., ..... . .
EXHIBIT B
[RESERVED]
EXHIBIT C
SPECIAL WARRANTY DEED
COMMUNITY REDEVELOPMENT AGENCY, also
known as THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CIlY OF CLEARWATER, a body
politic and corporate of the state of Florida created
pursuant to Part III, Ch. 163 Fla. Stat., whose address
is 112 S. Osceola Avenue, Clearwater, Florida 33756,
hereinafter called the GRANTOR, for and In
consideration of Ten and 00/100 Dollars ($10.00),
and other valuable consideration the receipt of which
Is hereby acknowledged, does bargaIn, sell, convey
an'd grant unto INFORMA TJON 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 ta)( Identification number of which is: 59.
2911475, Its successors and assigns forever, the real property, situate, lying and being
in Pinel/as 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 -B"
attached hereto.
TO HAVE AND TO HOLD unto the said GRANTEE, its successors and assigns
forever, and said GRANTOR warrants and shal/ defend the title against the lawful
claims of all persons claIming by, through, or under It. but against nono other.
TOGETHER with all and singular the tenements, hereditaments and
appurtenances thereto belonging or in anywise appertaining.
IN WITNESS WHEREOF, GRANTOR has caused these presents to be executed
in its name by its Chaionan this day of , 1998.
[SIGNATURE PAGE FOLLOWS]
PREPARED BY AND RETURN TO:
1
..
A TIEST:
COMMUNITY REDEVELOPMENT AGENCY
OF TIlE CllY OF CLEARWATER
By:
Executive Director
Chainnan
WITNESSES (as to all signatures):
Printed Name:
Printed Name:
STATE OF FLORIDA
COUNTY 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 CllY 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
EXHIBIT D
MEl\IORANDUM OF DEVELOPMENT AGREEMENT
[IMR - Sit~ II Project]
This Memorandum of Agreement for Development and Disposition of Property
("Memorandum") is made this _ day of , 1998, by and between the
COMMUNITY REDEVELOPMENT AGENCY OF TIlE CITY OF CLEARWATER,
FLORIDA, a public body cOIpOrare and politic of the State of Florida (the II Agency.), whose
address is 112 S. Osceola Avenuc, Clearwater, FL 32521, and INFORMATION
MANAGEMENT RESOURCES. INC., a Florida corporation (the "Dcveloper"), whose
address is 26750 U.S. Highway 19 North, Clearwater. FL 34621.
This Memorandum pertains to an Agreement for Development and Disposition
of Property (Th1.R - Site n Project), by and between the Agency 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" attacbed hereto and
made a part hereof for the development and constmction of the IMR - Site n Project, as same
is defined in the Development Agreement.
Tbe 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 B matter of public
notice and record. Nothing herein shall in any way affect or modity the Development
Agreement, nor shall the provisions of this Memorandum be used to interpret the Development
Agreement. In the event of conflict between the terms of this document and those contained in
the Development Agreement, the terms in the Development Agreement shall co,ptroI.
A copy of the fu1ly-exccutcd Development Agreement is on me 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 bands and their
respective seals affIXed as of the day of . 1998.
COMMUNITY REDEVELOPMENT AGENCY
OF TIIE CITY OF CLEARWATER, FLORIDA
By:
. as
Its Chairman
(SEAL)
A TrEST:
By:
,as
Its: Executive Dircctor
(SEAL)
A'ITEST:
By:
,as
Its: Secretary
INFORl\fA TION
RESOURCES, INC.
By:
MANAGEMENT
,as
Its
.2
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing inst:rUment 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)
-.. ..
PriotedJTypcd Name:
Notary Public-State of Aorida
Commission Number:
ST ATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrU1nent was acknowledged before me this _ day of
, 1998, by of Infonnauon 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)
PrintedJTyped Name:
Notary Public-State oC Florida
Commission Number:
3
EXHIBIT E
AGREEMENT EXPIRATION CERTIFICATE
[IMR - SITE II PrOjl'Ct]
This Agreement Expiration CertifiC4te ("Certificate") is made this _ day of
, _, by and between the COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the
Stnte 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 Certificate pcrtains 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 "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 Project, as
same is deEned 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
referenced in Section lS.19(b) of the Development Agreement, which specifically 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 Certificat~ executed
by the parties to the Development Agreement as provided in Section 15.19 crear BDd
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-execu[ed Development Agreement is on me with the City
Clerk, City of Clearv.'uter, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater,
Florida, which is ayailable for review and copying by Ule public.
IN WITNESS WHEREOF, the parties hereto have set their hands and their
respective seals afl1xed as of the _ day of , _'
1
'.. II l "
(SEAL)
A TrEST:
By:
Its: Executive Director
CO~1MUNl'fY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA
By:
.as
Its Chairman
,as
INFORMATION
RESOURCES, INC.
MANAGEMENT
"'. "1
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this _ day of
,by , Chairman of the Community Redevelopment.
Agency of the City of Clearwater, a public body corporate and politic of the State of Florida,
on behalf of the Agency. He is personally known. to me or has produced a valid driver's
license as identification.
(SEAL)
PrintedlTyped Name:
Notary Public-Statc of Florida
Commission Number:
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrwilent 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)
Printed/Typed Name:
Notary PubUc-State of Florida
Commission Number:
.3
I .
EXHIBIT F
AGREEMENT TERMINATION CERTIFICATE
[IMR - Site Il Projcct]
This Agreement Termination Certificate ("Certificate") is made this _ day of
, , by and between the CO:MMUNITY REDEVELOPMENT AGENCY
OF TIlE 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 MA.~AGEMENT RESOURCES, INC., a Florida corporation
(the "Developer"), whose address is 26750 U.S. Highway 19 North, Clearwater, FL 34621.
This Certificate pertains to an Agr~metU. for Development and Disposition of
Property (IMR - Site II Project), by and betwccn 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" attacbed hereto
and made a part hereof for the development and construction of the IMR - Site n PI:oject, as
same is dcfmed in the Development Agreemcnl.
The Development Agreement has tenninat~ in accordance with its own terms
as provided in Section 11.05 thereof as of _, , and is no longer of any
force or effect e~cept 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 derermination 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 restrictions, limitations or encumbrances imposed by the Development
Agreement.
A copy of the fuJly-executed Development Agreement is on me with the City
Clerk, City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avcnue, Clearwater,
Aorida, which is available for review and copying by the public.
Its Chairman
-' as
IN WITNESS WHEREOF, the parties hereto have set their bands and their
respective seals affiXed as of the _ day of , _"
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF C~ARWATER, FLORIDA
By:
.,'. . II '..
(SEAL)
A TrEST:
By:
Its: Executive Director
(SEAL)
ATTEST:
By:
Its: Secretary
,as
INFORMATION MANAGEMENT
RESOURCES, INC.
By:
,as
Its
,as
2
, ':! .
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing insttumcnt was acknowledged before me this _ day of
. by . Chairman of the Community Redevelopment
Agency of the City of Clearwater, a public body corporate and politic of the State of Florida.
on behalf of the Agency. He is personally known to me or has produced a valid driver's
license as identification.
(SEAL)
Printed/Typed Name:
Notary Public-State of Florida
Commission Number:
'" '11
STATE OF FLORIDA
COUNTY OF PINEUAS
The foregoing instrument was acknowledged before me thJs _ 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)
Prlntcd/Typed Name:
Notary Public-Stale of Florida
Commission Number:
3