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DEVELOPMENT AND DISPOSITION OF PROPERTY - IMR SITE II J J 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 1..?(;t..., day of October, 1998, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes ("Agency"), and INFORMATION MANAGEMENT RESOURCES, INC" a Florida for-profit corporation ("Developer"). WITNESSETH: \VHEREAS, 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 1, 1998, in response thereto, subject to negotiation ofa definitive agreement with Developer pertaining to and setting forth the terms and conditions for the development and operation of a conference and research center together with corporate, efficiency apartments (as hereinafter described) in the community redevelopment area of the City; WHEREAS, the Agency proceeded with the preparation of a definitive development and disposition agreement to set forth the respective duties and responsibilities of the parties pertaining to the conveyance of the Site (as hereinafter defined), and the design, development, construction, completion, operation and maintenance of the IMR-Site II Project (as hereinafter defined); WHEREAS, the Agency and Developer have entered into and concluded negotiations for said definitive development and disposition agreement, which negotiations have resulted in this Agreement; WHEREAS, at a duly called public meeting on October ~, 1998, the Agency approved this Agreement and authorized and directed its execution by the appropriate officials of the Agency; /J ( , J I WHEREAS, the board of directors of Developer has approved this Agreement and has authorized and directed certain individuals to execute this Agreement on behalf of Developer; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: ARTICLE 1. DEFINITIONS. 1.01. Definitions. The terms defined in this Article I shall have the following meanings, except as herein otherwise expressly provided: (1) "Act" means the Constitution of the State of Florida; Section ]63.01, Florida Statutes, Part ill, Chapter 163, Florida Statutes; Chapter ]66, 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, 8] -68 of the City, adopted by the City Commission on August 6, ] 981, including any amendments thereto, and any successors or assigns thereto, (3) "Agreement" means this Agreement for Development and Disposition of Property, including any Exhibits, and any amendments hereto or thereto, (4) "Agreement Expiration Certificate" means the instrument executed by the parties hereto as provided in Section ] 5, ] 9 certifying that all obligations of the parties hereto have been satisfied and this Agreement has expired in accordance with its 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 terminated prior to its Expiration Date as provided in Section] ] ,05, the form 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.8] -67, adopted by the City Commission on August 6, 198]. (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 J I (10) "City Commission" means the governing body of the City, by whatever name known or however constituted from time to time. (J J) "Closing Date" means the date on which title to the Site is conveyed by the Agency to the Developer in accordance with and as contemplated by the provisions of Article 5 hereof (12) "Commencement Date" means the date of issuance of the first Building Permit for any part of the IMR-Site II Project. (13) "Completion Date" means the date on which construction of the Project is substantially complete as evidenced by a Completion Certificate. (14) "Contractor" means one or more individuals or firms constituting a general contractor or other type of construction contractor properly licensed by the State of Florida or other appropriate jurisdiction to the extent required by applicable law, authorized to perform construction contractor services in the State of Florida, registered with the City as required by applicable law, bonded and insured to the extent required by applicable law and this Agreement, including the Developer or any affiliates of the Developer, (J 5) "Construction Financing" means the funds provided by the Construction Lender to the Developer during the term of this Agreement to pay the cost of developing and constructing the Project, or any portion thereof, on the Site, including, but not limited to, acquisition of the Site, financing costs, "soft costs," overhead, and the design, construction and equipping of the Project. (J6) "Construction Lender" means any person or persons providing the Construction Financing or any portion thereof (17) "Developer" means Information Management Resources, Inc" a Florida for-profit corporation, and any successors and assigns thereof, including any entity, partnership, joint venture, or other person in which Information Management Resources, Inc" is a general partner or principal, but not including any entity, partnership, joint venture, or other person in which Information Management Resources, Inc. is a general partner or principal which is not undertaking or participating in any development of the IMR-Site II Project, or any part thereof (18) [Reserved] (19) "Effective Date" means the date determined in accordance with Section J 5.20 when the Memorandum of Development Agreement is recorded and this Agreement becomes effective, (20) "Exhibits" means those agreements, diagrams, drawings, specifications, instruments, forms of instruments, and other documents attached hereto and designated as exhibits to, and incorporated in and made a part of, this Agreement. 3 I I (21) "Expiration Date" means the date on which this Agreement expires, as evidenced by the Agreement Expiration Certificate being recorded in the public records of Pine lias 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 substantially in accordance with the Global Center Plans and Specifications, consisting of Phase I and, if constructed, Phase II, Subsequent Phases, and Subsequent Excess Phases. (23) "Impact Fees" means those fees and charges levied and imposed by the City, Pinellas County and any other govenunental entity on projects located in the Site for certain services impacted by development such as the Project. (24) "IMR-Site II Project" means that certain building to be constructed by the Developer upon the Site consisting of three (3) floors of approximately 10,000 square feet per floor, with the first floor containing conference rooms and research areas and the upper floors containing approximately twenty (20) corporate, efficiency apartment units, together with related parking, landscaping and amenities. (25) "Pennits" means all zoning, variances, approvals and consents required to be granted. awarded, issued, or given by any governmental authority in order for construction of the Project, or any part thereof, to commence, continue, be completed or allow occupancy and use, but does not include the Building Permit. (26) "Plan" means the community redevelopment plan for the Area, including the Site. as adopted by the City Commission on August 17, 1995, by enactment of its Resolution No, 95-65, and including any amendments to the Plan, (27) "Project" means the IMR-Site II Project. (28) "Project Plans and Specifications" means the plans and specifications pertaining to the construction, installation and equipping of the IMR-Site II Project, including the schedule for completing the Project, consisting of the plans and specifications. (29) "Project Professionals" means any architects, attorneys, brokers, engineers, consultants, planners, construction managers or any other persons, or combination thereof, retained or employed by the Developer in connection with the planning, design, construction, permit applications, completion and opening of the Project, but does not include the Developer. (30) "Proposal" means the proposal for redevelopment of the Site, dated June], 1998, submitted by the Developer to the Agency in response to the RFP, 4 I I (31) "RFP" means the Request for Proposals initially published by the Agency on December 6, 1997 and last revised on May 2, 1998, soliciting proposals from persons interested in redeveloping the Site in accordance with the Act and the Plan. (32) "Site" means that certain property with a street address of 1180 Cleveland Street, located in Clearwater, Florida, as more particularly described on Exhibit A attached hereto, on which the IMR-Site II Project is to be located. (33) "Site Plan" means the depiction and description of the Project on the Site, the initial version of which is to be prepared by the Developer and submitted to the Agency for apPIoval with the Project Plans and Specifications in accordance with provisions of Article IV hereof (34) "Termination Date" means the date on which this Agreement is terminated by any party hereto as provided in Section 11.05, and as evidenced by the Agreement Termination Certificate, (35) "Unavoidable Delay" means those events constituting excuse from timely performance by a party hereto from any of its obligations hereunder, as such events are defined in and subject to the conditions described in Article 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 otherwise indicate, the singular shall include the plural as well as the singular number, and the word "person" shall include corporations and associations, including public bodies, as well as natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Agreement and not solely to the particular portion thereof in which any such word is used, 1.03. Florida Statutes, All references herein to Florida Statutes are to Florida Statutes (1997), as amended from time to time. ARTICLE 2. PURPOSE; PROPOSAL. 2.01. Intent. Purpose of Agreement. (a) The purpose of this Agreement is to further the implementation of the Plan by the conveyance of the Site to the Developer and the development and construction and operation of the Project thereon in accordance with the Project Plans and Specifications, all to enhance the quality of life, increase employment and improve the aesthetic and useful enjoyment of the Area through the eradication of conditions of blight, all in accordance with and in furtherance of the Plan and as authorized by and in accordance with the Act. 5 I I (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, pr2vide 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 I I (b)(1) The Site is to be redeveloped according to Project Plans and Specifications for use as a research and conference center together with corporate. efficiency apartments to be constructed by the Developer on the Site. (2) As provided in this Agreement. the Agency shall undertake certain public actions pursuant to the Act and as implementation of the Plan. including making the Site available for redevelopment, assistance in obtaining such approvals by governmental authorities as are necessary for development of the Project. (c) As provided in this Agreement, the Developer shall carry out the redevelopment of the Site by purchasing the Site from the Agency, obtaining approvals by governmental authorities necessary for development of the Project, constructing various private improvements on the Site, and causing the Project to be compatible with the Global Center Project. (d) As provided in this Agreement, at any time after the approval of this Agreement by the Agency, and prior to the Closing Date and prior to the Developer undertaking the construction of the Project in accordance with this Agreement, the Developer may undertake to refurbish the existing 6,200 square foot building located upon the Site (the "Existing Building"), and the Developer may commence to occupy the Existing Building at any time on or after November 1, 1998, in accordance with the terms and conditions of this Agreement; provided, however, unless the Developer has closed upon the purchase of the Site, such occupancy by the Developer for the period after December 31, 1998, shall be as a tenant at will, and the Agency may 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: (1) 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 I I ARTICLE 3. LAND USE REGULATION. 3.01. Zonini. On the Effective Date, the zoning classification for the Site is Urban Core (East Corridor), abbreviated as "UC(E)." The parties recognize and acknowledge that the zoning classification of the Site as of the Effective Date does permit development of the Project. The Agency does hereby disclose, and the Developer hereby does acknowledge that the City will be adopting a new land development code and rezoning the Site at some point in the future. It is not anticipated that such new land development code or rezoning will in any way adversely impact the proposed development of the Project. 3.02. 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 IMR-Site II Project contemplated by the Proposal and such amendment has been approved by the City Commission and the amendment to the Plan to make it consistent with the IMR-Site II Project as contemplated by the Proposal went into effect prior to the Closing Date, 3.03, Development of Regional 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 and every Building Permit and any and all necessary Permits for the Project, and shall bear all costs of preparing such applications, applying for and obtaining such permits (excluding permit and review costs which shall be payable by the Agency as hereinafter provided). Except as provided in the last sentence of this Section 3.04(a), the Developer agrees to pay and shall timely pay any and all application, inspection, regulatory and Impact Fees or charges pertaining to the Project including, but not limited to, water and sewer impact fees, the cost of water taps and meters, development impact fees, site plan review fees, building plan review fees, concurrency management fees, Florida Department of Transportation driveway permit fee and Southwest Florida Management District permit fees to the extent that such fees or charges relate to IMR-Site II Project. Notwithstanding the foregoing, the Agency agrees that it shall be responsible for the payment of all transportation Impact Fees, if any, which may be associated with the Project. 8 I I (b) The Agency shaIl cooperate with the Developer in obtaining all necessary Permits and the Building Permit required for the construction and completion of the Project. (c) The Agency's duties, obligations, or responsibilities under any section of this Agreement, specifically including but not limited to this Section 3.04 do not affect the Agency's or the City's right, duty, obligation, authority and power to act in its governmental or regulatory capacity in accordance with applicable laws, ordinances, codes or other building or project regulation. (d) Notwithstanding any other provisions of this Agreement, any required permitting, licensing or other regulatory approvals by the Agency or the City shaIl be subject to the established procedures and requirements of the Agency or the City with respect to review and permitting of a project ofa 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 (specificaIly, Part II, Chapter 163, Florida Statutes, and Rule 9J-5, Florida Administrative Code, coIlectively the "Growth Management Act") impose restrictions on development if adequate public improvements are not available concurrently with that development to absorb and handle the demand on public services caused by that development. The City has created and implemented a system for monitoring the effects of development on public services within the City, The Developer recognizes and acknowledges it must satisfy the concurrency requirements of Florida law as applied to the Project. Specifically, the Developer covenants and agrees to comply with the City's land development code, including providing to the City any and all data and analysis that shows the Project will be consistent with the goals, objectives and policies of the comprehensive plan for the City, adopted by the City and in effect on the Effective Date, and the Developer further covenants and agrees to comply with concurrency certification provisions of the City's land development code, 3.06. Not a 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 163.3164, Florida Statutes. ARTICLE 4. PROJECT PLANS AND SPECIFICATIONS. 4.01. Site Plan. (a) The Developer shaIl, prior to preparation of the Project Plans and Specifications, prepare and submit to the Agency a preliminary Site Plan for the Project, which preliminary Site Plan shall be subject to the review and approval of the Agency, which review and approval shall not be unreasonably withheld or delayed. Following the approval of such preliminary Site Plan, the 9 I I Developer agrees that during the tenn of this Agreement any material changes to the preliminary Site Plan or any subsequent versions of the Site Plan will be submitted to the Agency for approval which approval shall not be unreasonably withheld or delayed. (b) The Site Plan approved by the Agency shall be the basis for and incorporated into the Project Plans and Specifications. 4.02. Preparation of Project Plans and 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 detennine 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)( 1 ) 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 detennination by the City required by the ordinances and regulations of the City. 4.04. Agency Review ofProiect Plans and Specifications, (a) During the tenn 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 I I 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 (] 0) 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, d',".fC (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. 5.0] , Findings' 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 I I 5.03. Purchase Price. The purchase price of the Site is ONE HUNDRED THIRTY-ONE THOUSAND, SEVEN HUNDRED SEVENTY DOLLARS ($131,770.00). The amount to be paid by the Developer to the Agency in consideration of the conveyance of the Site to the Developer is hereinafter referred to as the "Purchase Price. " 5.04. Site Evaluation. (a) From and after the Effective Date hereof during the tenn 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 tenninate this Agreement if, in its sole discretion, Developer determines that the Site or the contemplated development or construction thereon is not economically or otherwise acceptable to Developer, Developer may terminate this Agreement as provided in Section 11,05 hereof 5.05. Iilk. (a) Within five (5) days after the Effective Date, the Agency shall furnish to Developer, at Agency's 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 pennitted under the provisions of Section 5.] 4 hereof (the "Pennitted Exceptions") in a fonn reasonably acceptable to Developer and shall be refereed to hereinafter as the "Title Commitment". (b) If the Title Commitment, any update thereof or subsequent title commitment or the survey delivered to Developer in connection with the Site shows that the title is defective or unmerchantable or that any part of the Site is subject to liens, restrictions, easements, encroachments or encumbrances of any nature whatsoever other than those pennitted under the provisions of Section 5.14 hereof, Developer shall give Agency a reasonable time (not to exceed sixty (60) days after 12 I I 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 oftitle. (c) Within thirty (30) days after closing, Agency shall furnish to Developer, at Agency's expense, a standard AL T A Marketability Form B-1970 (Rev. ]0/17/70 and Rev. ] 0/17/84) 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 qe 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 permitted pursuant to Section 5. ] 4. 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. 13 I I (vii) IdentifY any flood zones as defined on Federal Flood Insurance Rate Maps (F.I.R.M) for Pinellas County, Florida that affect the Site. (viii) Show all applicable set back lines with reference to the source of the set backs. In the event the survey shows any encroachments of any improvement upon, from or onto the Site or shows any other matter of survey which is objectionable to Developer, in 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. Ri~hts and Duties of Agency. (a) Agency shall cooperate in good faith with Developer in Developer's evaluation of the Site and shall execute all documents or perform such other acts, reasonably necessary to enable Developer to satisfactorily complete its evaluation of the Site and shall provide to Developer and its consultants any information or documents reasonably required by Developer and in Agency's or its consultant's possession which would assist Developer in such evaluation and preparation, (b) Agency shall reaffirm in writing to Developer 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 Obligation to Convey. At such time as Agency has received payment in full of the Purchase Price, Agency shall immediately convey to Developer the Site, 5.10. Conditions to Closing, (a) The obligation of Developer to purchase the Site is subject to the following unless waived by the Developer on or before the Closing Date: (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; 14 I I (2) The Agency shall have made provisions to use increment revenues attributed to the IMR-Site II Project and deposit in the Agency's community redevelopment trust fund for a period of three (3) years from the Completion Date of the IMR-Site II Project to pay for the cost of infrastructure and landscaping improvements in the vicinity in and about the Site. (b) The obligation of the Agency to convey the Site to the Developer is subject to the following unless waived by the Agency on or before the Closing Date: (1) The representations and warranties of the Developer set forth in Section 9.01 being true on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date; (2) The Developer is not then in default of this Agreement as provided in Section 11.01. 5,11, Closing, 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 to as the "Closing Date"); provided, however, the parties have agreed to use reasonable and diligent efforts to close the purchase of the Site on or before October 30, 1998. The parties may mutually agree to change the Closing Date. 5,12. Closing 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 I I (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 Jor 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 by Agency on or before the Closing Date. 16 I I 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 Permitted 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 agairl'st Agency or the City in any court, tribunal or administrative agency which affects the Site or which give or will give rise to any claims or liens against the Site or affect Agency's right to transfer the Site, (d) There are no rights of possession, use or otherwise, outstanding in third persons by reason of unrecorded leases, land contracts, sale contracts, options or other documents other than in favor of the Agency, other than leases disclosed to Developer and which have been terminated and will be vacated prior to the Closing Date, (e) No work has been perronned 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 infonnation or knowledge of any change contemplated in the applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent land owners or natural or artificial conditions upon the Site which would prevent, limit, or impede present or proposed use of the Site, provided, however, the City is in the process of adopting a new land development code, but, if adopted, it will not adversely affect the proposed use or contemplated development of the Site. (h) From and after the date hereof, Agency shall refrain from (1) 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 pennission of Developer. 17 I , 0)(1) 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. ~960 1, as the same may be amended from time to time; or (b) determined to be toxic, a pollutant or contaminant, under Federal, state or local statute, law, ordinance, rule or regulation or judicial or administrative order or decision, as same may be amended from time to time, including but not limited to (i) hazardous wastes as identified pursuant to the Resource Conversation and Recovery Act, 42 U.s.e. ~6901, et seq., as the same may be amended from time to time, or (ii) pollutants, petroleum and petroleum products as defined in either Chapter 403 or Chapter 376, Florida Statutes, as the same may be amended from time to time. (ii) "Environmental Law" means any Federal, state or local statutory or common law relating to pollution or protection of the environment, including without limitation, any common law of nuisance or trespass, and any law or regulation relating to emissions, discharges, releases or threatened releases of Hazardous Substances into the environment (including without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances. (k) Agency has no knowledge of any adverse fact relating to the physical condition of the Site or any portion thereof which has not been specifically disclosed in writing to Developer, including without limitation landfills, hazardous wastes, fault lines, sinkholes or other geological conditions or adverse soil conditions. (I) Agency has no knowledge that any commitments have been made to any governmental authority, utility company, school board, church or other religious body, homeowners' association, or any other organization, group or individual relating to the Site which would impose an obligation upon Developer or its successors or assigns to make any contributions or dedications of money or land or to construct, install or maintain any improvements of a public or private nature on or off the Site. (m) There are no facts known to Agency materially affecting the value of the Site which are not readily observable by Developer or which have not been disclosed to Developer, I~ I 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. .;. ":C (p) The Site has never been used as a landfill or as a garbage dump. (q) The Agency has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby and neither this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation of any order, rule, regulation, agreement or instrument or any charter or organizational documents to which the Agency or the City is subject. No further approvals or consents by third parties or governmental bodies are required in order for the Agency to enter into this Agreement and consummate the transactions contemplated hereby. (r) The covenants, representations and warranties of the Agency and the City as contained herein shall be true and correct as of the Closing and shall survive the Closing of this transaction, 5.17. 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. 5.18. Real Estate Commission. Developer and Agency represent that, except as provided in this Section 5.18, 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 I I 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 ofphysica1 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. Permitted 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 $1,000,000.00 of general liability insurance coverage, which liability insurance coverage shall designate the Agency and the City of Clearwater as additional insureds. 20 I I (b) From and after November 1, 1998, the Developer shall be entitled to occupy the Existing Building and operate the Developer's business from the Site; provided, however, the Developer shall be liable for all costs and expenses related to such occupancy or operation and shall indemnify and hold the Agency harmless from any and all liabilities, claims or expenses (including, without limitation, all reasonable attorneys' fees) resulting therefrom. Further, during all such periods of occupancy by the Developer prior to the Closing Date, the Developer shall provide the Agency with evidence the Developer maintains at least $1,000,000.00 of general liability insurance coverage upon the Site, which liability insurance coverage shall designate the Agency and the City of Clearwater as additional insureds. (c) Notwithstanding anything contained in this Section 5,21 to the contrary, if the Developer has not closed upon the purchase of the Site prior to December 31, 1998, then, conunencing as of January 1, 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], 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 Drainage and Retention, It is the intent of the Developer and the Agency that the Project shall be developed on the Site without the requirement of on-site 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 of any such off-site stonnwater retention or detention which is required, and the Agency shall undertake to provide such off-site stonnwater retention or detention facilities (together with any appropriate or necessary easements thereto) as may be required for the Project at the Agency's sole cost and expense and within a time frame which does not 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 thereof is in a condition ready for development to commence as of the Commencement Date. Permits issued by the City for pre-construction activities on the Site, including site clearance and improvements or 21 I I repairs to the Existing Building, shall not be considered a Building Permit 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. .,.",~ (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 Fee"). The Developer and the Agency recognize and acknowledge that said $35,000.00 represents the difference between the Purchase Price for the Site payable pursuant to this Agreement and the estimated fair market value for the Site, (b)( 1) After the Commencement Date, the Developer shall continue, pursue and prosecute the construction of Project with reasonable diligence to completion by the Completion Date and shall not at any time actually or effectively have abandoned (or its Contractor having actually or effectively abandoned) the Site. For purposes of this subsection (b), "abandoned" means to have ceased any construction work which effectively advances the construction of the Project toward completion (2) All construction work on the Project shall be done substantially in accordance with the Project Plans and Specifications approved therefor pursuant to Article 4 hereof. (3) All obligations of the Developer with respect to commencement, continuation and completion of construction of the Project shall be subject to delays and extensions from time to time for Unavoidable Delay. The Developer shall not be deemed to be in default of this Agreement to the extent construction or completion of the Project, or any part thereof, is not complete by reason of Unavoidable Delay. ( c) For purposes of this Section 6.02, "completion," "complete," "substantially complete" or "substantial completion" means, with respect to construction of the Project, the issuance of a certificate of occupancy for the shell of any structure, 22 I I (d)(I) After the Commencement Date, if the Agency believes adequate progress in the construction of the Project is not being made, the Agency shall give notice to the Developer that adequate progress is apparently not being made in the construction of the Project and to respond within ten (10) business days thereafter as to why adequate progress is or is not being made toward completion of the Project. (e)( I) 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 shall comply with all applicable laws, ordinances, codes and regulations, 6.04. Proiect Alterations or Improvements, During the construction of the Project, the Developer may, from time to time, make alterations and improvements, structural or otherwise, to the Project as the Developer deems desirable and consistent with the Project Plans and Specifications for the use contemplated by this Agreement; provided, however, that prior to the commencement of any material alterations or improvements of sufficient size and scope as to constitute a material change in the previously approved Project Plans and Specifications, the Developer shall notify the Agency of such material change and may submit a change, amendment or revision to the Project Plans and Specifications to the Agency for review as provided in Section 4,04 hereof. Nothing in this Section 6.04 is intended nor shall be deemed to limit or restrict the exercise of governmental or regulatory powers or authority by the City or any other governmental entity or to enlarge its regulatory authority. 6.05. Completion Certificate, (aXI) Upon the substantial completion of the construction of the Project in accordance with the provisions of this 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 21 I I of the certificate the Agency shall promptly and diligently proceed to determine if construction of the Project has been completed substantially in accordance with the Project Plans and Specifications and this Agreement. Upon making such a determination the Agency shall execute the certificate and return it to the Developer. The date of the Completion Certificate shall be the date when all parties shall have executed said certificate. (2) The Completion Certificate shall constitute a conclusive determination by the parties hereto of the satisfaction and termination of the obligations of the Developer hereunder to construct the Project; provided, however, that nothing in this Section 6,05 shall be a waiver of the rights, duties, obligations or responsibilities of the City or any other governmental entity acting in its regulatory or governmental capacity or an approval of said construction for purposes of thee issuance of a certificate of occupancy for the Project. (3) The parties agree that it is their intent that the review by the Agency for purposes of the Completion Certificate determination pursuant to this Section 6,05 is not to be an additional or duplicate inspection over and above that required for purposes of the Building Permit, including the issuance of a certificate of occupancy. The Agency agrees that for purposes of determining if the Project has been substantially completed in accordance with the Project Plans and Specifications, the issuance of a certificate of occupancy for the Project shall be a conclusive determination of substantial completion for purposes of this subsection (a) and, if such certificate has been determined to have been issued, then the Agency agrees to execute the Completion Certificate, (b)( I) 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. Agency 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. 24 I I 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, (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 Sovereign 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 - J I indemnity, 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 performance of any and all services contemplated by this Agreement, or which are alleged to have arisen out of, in connection with or by reason of, the performance of any and all services contemplated by this Agreement, or which are alleged to have arisen out of, in connection with, or by reason of, the performance of such services. (b) The Developer's indemnity obligations under subsection (a) shall survive the earlier of the Termination Date or the Expiration Date, but shall apply only to occurrences, acts, or omissions that arise on or before the earlier of the 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 Agency. (a) To the extent permitted by law, specifically including Section 768,28, Florida Statutes, and any insurance coverage available to the Agency, the Agency agrees to indemnity, defend and hold harmless, the Developer, its respective, officers, and employees from any and all liabilities, damages, penalties, judgments, claims, demands, costs, losses, expenses or attorneys' fees through appellate proceedings, for personal injury, bodily injury, death or property damage arising out of, or by reason of, any act or omission of the Agency, its respective agents or employees arising out of, in connection with or by reason of, the performance of any and all services contemplated by this Agreement, or which are alleged to have arisen out of, in connection with or by reason of, the performance of any and all services contemplated by this Agreement, or which are alleged to have arisen out of, in connection with, or by reason of, the performance of such services. (b) The Agency shall indemnity, 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 10,0], or covenants contained in Section ]0.02. (c) The Agency's indemnity obligations under this Section 8.02 shall survive the earlier of the Termination 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() - J I 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 of Indemnification. 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 indemnifYing party shall not be responsible for damages that could have been, but were not, mitigated by the indemnified party; (b) the indemnifYing party shall not be responsible for that portion of any damages caused by the negligent or willful acts or omissions of the indemnified party; and (c) there shall be no obligation to indemnify hereunder in the event that the indemnified party (l) shall have effected a settlement of any claim without the prior written consent of the indemnifying party, or (2) shall not have subrogated the indemnifying party to the indemnified party's rights against any third party by an assignment to the indemnifying party of any cause or action against such third party, ARTICLE 9. REPRESENT A TJONS, W ARRANTJES 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 carl)' on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party, is qualified to do business in the State of Florida, and has consented to service of process upon a designated agent for service of process in the State of Florida, (b) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which Developer is or will be a party have been duly authorized by all necessal)' action on the part of, and have been or will be duly executed and delivered by, the Developer, and neither the execution and delivel)' thereof, nor compliance with the terms and provisions thereof or hereof: (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the 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 - I I upon any property of the Developer under any indenture, mortgage, deed of trust, bank loan or credit agreement, the Developer's articles of incorporation, or, any other agreement or instrument to which the Developer is a party or by which the Developer may be bound. (c) This Agreement and, to the extent such documents presently exist in 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 tenns thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d) There are no pending or, to the knowledge of the Developer, threatened actions or proceedings before any court or administrative agency against the Developer, or against any controlling shareholder, officer, employee or agent of the Developer, which question the validity of this Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Developer, (e) The Developer has filed or caused to be filed all federal, state, local and foreign tax returns, if any, 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. 2X - I I 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 perform or cause to be performed all of the obligations contained herein which are the responsibility of the Developer to perform. (b) During each year this Agreement and the obligations of the Developer under this Agreement shall be in effect, the Developer shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals and shall cause to occur those events contemplated by this Agreement that are applicable to, and that are the responsibility of, the Developer. -;,".c (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 ] 5,0], prior to the expiration or termination of this Agreement, the Developer shall maintain its existence, will not dissolve or substantially dissolve all of its assets and will not consolidate with or merge into another corporation, limited partnership, or other entity without the prior approval of the Agency, unless the Developer is the surviving entity or retains a controlling interest in the consolidated or merged corporation, in which case no consent by Agency shall be required, In any event, prior to the expiration or termination of this Agreement, the Developer, will promptly notifY the Agency of any changes to the existence or form of the corporation of Developer. (g) The Developer shall not sell, lease, transfer or otherwise dispose of all or substantially 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 construction of the Project to commence and continue, the 29 - I I Developer shall not pennit, 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, 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. ] 0.01. Representations and Warranties. The Agency represents and warrants to the Developer that each of the following statements is currently true and accurate and agrees that the Developer may rely on each of the following statements: (a) The Agency is a validly existing body corporate and politic of the State of Florida, is the duly created community redevelopment agency of the City under Part Ill, Chapter] 63, Florida Statutes (known as the Community Redevelopment Act of 1969), has all requisite corporate power and authority to can)' 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 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 (]) 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, valjd 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 I I 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 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 permitted by law, the Agency will not enact or adopt or urge or encourage the adoption of any ordinances, resolutions, rules, regulations or orders or approve or enter into any contracts or agreements, including issuing any bonds, notes, or other forms of indebtedness, that will result in any provision of this Agreement to be in violation thereof (d) The Agency shall not request or recommend any rezoning of the Site, which will prevent or adversely affect the development of the Project (e) The Agency shall maintain its financial capability to carry out its responsibilities as contemplated by this Agreement and shall notifY the Developer of any event, condition, occurrence, or change in its financial condition which adversely affects, or with the passage of time is likely to adversely affect, the Agency's financial capability to cany 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: 31 - I I (I) The Developer shall fail to perform or comply with any material provision of this Agreement applicable to it within the time prescribed therefor; provided, however, that suspension of or delay in performance by the Developer during any period in which the Agency is in default of this Agreement as provided in Section I 1.02 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)(I) Ifan event of default by the Developer described in subsection (a) above shall occur, the Agency shall provide written notice thereof to the Developer, and, if such event of default shall not be cured by the Developer within thirty (30) days after receipt of the written notice from the Agency specifying in reasonable detail the event of default by the Developer, or if such event of default is of such nature that it cannot be completely cured within such time period, then if the Agency is not then in default of this Agreement and the Developer shall not have commenced to cure such default within such thirty (30) day period and shall not diligently prosecute such cure to completion within such reasonable longer period of time as may be necessary then, in addition to any remedy available under Section 11.03, the Agency may terminate this Agreement or pursue any and all legal or equitable remedies to which the Agency is entitled, provided, however, if the Developer shall fail to cure such event of default within said thirty (30) day or longer period or ceases to proceed diligently to timely cure such event of default, then the Agency may proceed to enforce other available remedies without providing any additional notice to the Developer. (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 I I (b) In the event of a termination of this Agreement pursuant to this Section 11. 01, the Agency shall not be obligated to make or to continue to make any payments of any Impact Fees, 11.02. Default by the Aaency. (a) Provided the Developer is not then in default under Section 11.01, there shall be an "event of default" by the Agency under this Agreement in the event the Agency shall fail to perform or comply with any material provision of this Agreement applicable to it; provided, however, that suspension of or delay in performance by the Agency during any period in which the Developer is in default of this Agreement as provided in Section 11.01 hereofwill not constitute an eveJlkof default by the Agency under this subsection (a). (b)(1) 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 (1) above if the Agency cures such event of default within thirty (30) days after receipt by the Agency of written notice from the Developer specifying in reasonable detail the event of default by the Agency, or if any such event of default is of such nature that it cannot be completely cured within such period, then within such reasonably longer period of time as may be necessary to cure such default, provided however, if the Agency is proceeding diligently and in good faith, the curative period shall be extended for a period of not exceeding an aggregate of thirty (30) days without any approval or consent of the Developer being required, but such approval will be required (and shall be given or withheld in Developer's sole discretion) if the curative period is to be extended beyond thirty (30) days after the notice of default has been given by the Developer to the Agency if the Agency has commenced to cure such default within such thirty (30) day period and is diligently prosecuting such curative action to completion. The Agency shall within said thirty (30) day period or such longer period promptly, diligently and in good faith proceed to cure such event of default after receipt of the notice from the Developer and shall succeed in curing such event of default within said period of time, provided, however, if the Agency shall fail to cure such event of default within said thirty (30) day or longer period or ceases to proceed diligently to timely cure such event of default, then the Developer may proceed with its available remedies without providing any additional notice to the Agency. 3) .. I I (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 perform 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 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 of a 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 Pinellas County so as to prevent construction of the Project to commence; 34 I I (4) The City or other appropriate governmental authority has issued a concurrency compliance certificate or a reservation of services capacity as described in Section 3.05 and such certificate or reservation has been revoked, repealed, superseded, or otherwise no longer of any effect or the Developer is unable to rely upon such certificate or reservation, if such a certificate or reservation is required for development of the Project on the Site, and the Developer cannot obtain a new or replacement certificate or reservation for the Project. (5) The Site is not conveyed to the Developer by the Agency due to a condition to closing described in Section 5.10 not being timely satisfied or waived. .,...,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 II05(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){l) Following the Closing Date, the Developer may, at its sole election, elect to terminate this Agreement prior to the Expiration Date, by agreeing and acknowledging in writing with the Agency that the Agency is no longer obligated to pay the amounts of Impact Fees, provided in Section 3.04 or provide off site retention and detention pursuant to Section 5.22 hereof and by paying the Termination Fee to the Agency. Upon such election by the Developer and the payment of the Termination Fee to the Agency, this Agreement shall be deemed terminated except for those provisions which expressly survive the termination. 35 J I 11.06. Termination 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 terminate this Agreement, which certificate shall expressly state that this Agreement has been terminated in accordance with its terms, is no longer of any force and effect except for those provisions hereof which expressly survive termination, that the rights, duties and obligations of the parties hereto have been terminated and released (subject to those surviving provisions hereof) and that the Site is no longer subject to any restrictions, limitations or encumbrances imposed by this Agreement. (b) The certificate described in subsection (a) shall be prepared in a form suitable for recording and promptly after execution by all of the parties hereto shall be recorded in the public records of Pine lias County, Florida. The cost of recording the termination 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 abnormal and excessively inclement weather (as indicated by the records of the local weather bureau for a five-year period preceding the Effective Date), strikes or labor disturbances, delays due to proceedings under Chapters 73 and 74, Florida Statutes, restoration in connection with any of the foregoing or any other cause beyond the reasonable control of the party performing the obligation in question, including, without limitation, such causes as may arise from the act of the other party to this Agreement, or acts of any governmental authority (except that acts of the Agency shall not constitute an Unavoidable Delay with respect to performance by the Agency), (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 ofreasonable diligence should have become aware) of such occurrence, 36 1 I (d) The Applicant shall be entitled to an extension of time for an Unavoidable Delay only for the number of days of delay due solely to the occurrence of the event or condition causing such Unavoidable Delay and only to the extent that any such occurrence actually delays that party from proceeding with its rights, duties and obligations under this Agreement affected by such occurrence. ARTICLE 13. RESTRICTIONS ON USE. 13.01. Restrictions on Use. Prior to the earlier of the Termination Date or the Expiration Date, no use of the Project or the Site other than as a conference, research and/or training center, together with corporate, efficiency apartments and appurtenant uses as described in the Proposal, this Agreement and the Plan shall be permitted unless and until the Developer or the person, if other than the Developer, intending to so use the Project or Site, shall file with the Agency a request for a release from the any part of or all of the restriction imposed by this Section 13.01. The Agency shall promptly consider such request and either deny the request, approve the request as filed, or approve the request subject to such terms, conditions and limitations as the Agency may reasonably require, Unless specifically requested and approved, any release of the restriction imposed by this Section 13.01 shall not by its own terms without the consent of the Agency release the Developer from any obligations or restrictions imposed by this Agreement or any agreement, instrument or document contemplated hereby. Ifany release of the restriction imposed by this Section 13.01 is approved by the Agency, an instrument evidencing such release and in such form that it may be recorded, shall be recorded in the public records of Pine lias County, Florida, and the cost of such recording shall be paid by the Developer. Nothing in this Section 13.01 is intended to affect or override any law, ordinance, regulation, or other legal restriction not set forth in this Agreement The restrictions contained herein shall automatically terminate upon the earlier of the Termination Date or the Expiration Date hereof, provided, however, in no event shall the restrictions contained in this Section 13.01 survive the tenth (10th) anniversary of the Effective Date, ARTICLE 14. FIRE OR OTHER CASUAL TI'; CONDEMNATION. 14.01. Loss or Damage to Proiect, If economically feasible, the Developer covenants and agrees to diligently commence and complete the reconstruction or repair of any loss or damage caused by fire or other casualty or by eminent domain (provided the City or the Agency is not the condemning authority) to each and every part of the Project to substantially the same as existed prior to the occurrence of such loss or damage, Any reconstruction or repair of any loss or damage to the Project shall be to the standards, design, plans and specifications of the original construction unless any change therefrom is approved by the Agency, 14.02. Partial Loss or Damage to Proiect. Any loss or damage by fire or other casualty or exercise of eminent domain to the Project or Site, or any portion thereof, which does not render the Project or Site unusable for the use contemplated by this Agreement, shall not operate to terminate this Agreement or to relieve or discharge the Developer from the timely performance and fulfillment 37 I I 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 Proiect. 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. SuQject to Financing. The Developer's obligations under this Article 14 are subject to the terms and conditions of the Construction Financing or any other mortgage financing in effect at the time any such obligations hereunder would otherwise be applicable, ARTICLE 15. MISCELLANEOUS. 15.01. Assignments. (a)(l) Prior to the earlier of the Termination Date or the Expiration Date, the Developer may sell, convey, assign or otherwise dispose of any or all of its right, title, interest and obligations in and to the Project, or any part thereof to any person with the prior written consent of the Agency, provided that such party (hereinafter referred to as the "assignee"), to the extent of the sale, conveyance, assignment or other disposition by the Developer to the assignee, shall be bound by the 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 released from all such obligations hereunder which have been so assumed by the assignee, and the Agency agrees to execute an instrument evidencing such release, which shall be in recordable form, (b) An assignment of the Project, or any part thereof, by the Developer to any corporation, limited partnership, general partnership, 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 terms of this Agreement to the same extent as would the Developer in the absence of such assignment. If the Developer shall at any time withdraw or be replaced as a general partner or no longer have the controlling interest or management rights as described in this 3X I I subsection, then that event shall constitute an assignment of the Developer's right, title, interest or obligations under this Agreement for purposes of this Section 15.01 and the prior approval of the Agency shall be obtained before such an event shall be effective, 15.02. Successors and Assi iJ'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 glv6t by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by overnight courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer: To the Agency: Infonnation Management Resources, Jnc, 26750 U.S. Highway 19 North Suite 500 Clearwater, FL 33761 Attention: Robert Molsick Community Redevelopment Agency of the City of Clearwater 112 S, Osceola Avenue Clearwater, FL 33756 Attention: Robert Keller with copies to: with copies to: Albert N. Justice Justice Corporation 1150 Cleveland Street, Suite 420 Clearwater, Florida 33755 City of Clearwater ] ] 2 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 chariged from time to time by written notice delivered to the other parties and such notices shall be effective upon receipt. Until notice of change of address is received as to any particular party hereto, all other parties may rely upon the last address given. 15.04. Severability. If any tenn, provision or condition contained this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such tenn, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 39 I I 15.05. Applicable Law and Construction. The laws of the State of Florida shall govern the validity, performance and enforcement of this Agreement. This Agreement has been negotiated by the Agency and the Developer, and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by the Agency or the Developer, but by all equally, 15.06. Venue' Submission to Jurisdiction. (a) For purposes of any suit, action, or other proceeding arising out of or relating to this Agreement, the parties hereto do acknowledge, consent, and agree that venue thereof is Pinellas County, Florida, (b) Each party to this Agreement hereby submits to the jurisdiction of the State of Florida, 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) Ifat any time during the tenn 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 ] 5.03. ]5.07. Agreement Not a Chapter 86-]91. Laws of Florida Development Agreement. The Developer and the Agency acknowledge, agree and represent that this Agreement, including, without limitation, any of the Exhibits, is not a development agreement as described in Sections ] 9-3], Chapter 86-191, Laws of Florida, codified as Sections ]63.3220-163.3243, Florida Statutes, ] 5.08. Estoppel Certificates. The Developer and the Agency shall at any time and from time to time, upon not less than ten (10) days prior notice by another party hereto, execute, acknowledge and deliver to the other parties a statement in recordable form certii)'ing 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] 5.08 may be relied upon by any prospective purchaser, mortgagee, successor, assignee of any mortgage or assignee of the respective interest in the Project, ifany, of any party made in accordance with the provisions of this Agreement. 40 I I 15.09. Complete Allreement. Amendments. (a) This Agreement, and all the tenns and provisions contained herein, including without limitation the Exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements whether written or oral, including the RFP and the Proposal. (b) Any provisions of this Agreement shall be read and applied in para materia with all other provisions hereof (c) This Agreement cannot be changed or revised except by written amend moot 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 if they are part 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 tenn 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 of its agents, assigns, or successors) with respect to the Project, and the Agency is not an agent of the Developer (and any of its agents, assigns, or successors). 15.15. Memorandum of Development Agreement. The Agency and the Developer agree to execute, in recordable fonn, on the Effective Date, the short fonn "Memorandum of Agreement for Development and Disposition of Property," the fonn of which is attached hereto as Exhibit D, and agree, authorize and hereby direct such Memorandum to be recorded in the public records.ofPinellas County, Florida, as soon as possible after execution thereof The Agency shall pay the cost of such recording. 41 I I 15.16, Public PUI:pose. 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 form on any real or personal property to pay the City's or the Agency's obligations or undertakings hereunder. 15.] 8. 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, ] 5.19. Term' Expiration' Certificate, (a) Ifnot earlier tenninated as provided in Section 11,05, the tem 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 Pine lias 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 ~ I Agency and the Developer and following the approval by the City and the Agency, respectively of the Interlocal Agreement, this Agreement (and any executed Exhibits) shall be in full force and effect in accordance with its terms and upon the recording of the Memorandum of Development 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 ~7vtt day of October, 1998. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TER, FLORIDA J>Oh~~ Approved as to form: ~ Akin, City Attorney ATTEST: By: ..,- " ~' .~ :L~ .., .' '0:--< .;., ~~ /" F" : ~. '\1\..---' .' I...<....-.~ Cynt\1 E. GoucretflI,-C~tY_CJ~k:' - INFORMA nON MANAGEMENT RESOURCES, INC., a Florida cor ration By: ATTEST: By: 43 I I STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ;;) () 'fl- day of October, 1998, ~y T A GARVEY and CYNTHIA E. GOUDEAU, Chairperson and City Clerk, respectively, of C unity Redevelopment Agency of the City of Clearwater, Florida, They are Eersonally known t me or have produced valid Florida drivers' licenses as identification, .t:iJ~/U~~ (SEAL) '?-~v p(; Ci, ",_ . ~ ~ 6' ,"'.'. L. ':-;'~"ff (:. J""'i~ "'n.-..~.c. '''~-_.Jr'\ ~ (/; n C'_J..-", I;"..;":"'" -'<I :r : ..,,.' 'J',,-.( ~~' EXrlr'~' "," ,..~ ">:',.1,)40 ~~if r".."." MI.Y 2::, HiG9 '('OF f\..~ ATlAl'Jn[lOM);2D THP,U C SONOING co.. INC. (1- ~of~~ PrintedIT ped Name: Notary Public-State of Florida Commission Number: ST ATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this d day of October, 1998, by SATlSH K. SANAN and DILIP PATEL, President/CEO and Secretary, respectively ofInformation Management Resources, Inc., a Florida corporation, They are personally known to me or have produced a valid driver's license as identification, (SEAL) ..,,'~':i-Y.ri:i:.~, SHfRLEY RETH l~' .~;. MY COMMISSION , CC 436427 : .ill EXPIE: MIi>ch 29. 11198 "/Ir"r,.'<t>~ Bonded TIIIu NolIry PllIlIc .......... F:\WP61 \WORK\RJR'ruSTJCT 1180DE\'ELOP.~'EW 44 EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F I I LIST OF EXHIBITS Site Intentionally Reserved Special Warranty Deed Memorandum of Agreement for Development and Disposition of Property Agreement Expiration Certificate Agreement Termination Certificate I EXHIBIT A SITE DESCRIPTION [TO BE FURNISHED] I .,;,'.C I I EXHIBIT B [RESERVED] I I EXHIBIT C SPECIAL WARRANTY oeED COMMUNITY REDEVELOPMENT AGENCY, also known as THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY 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 and . grant unto INFORMATION MANAGEMENT RESOURCES, INC., a Florida corporation, whose address is 2670 U.S. Highway 19 North, Suite 500, ClealWater, Florida ~3761, hereinafter called The GRANTEE, the federal tax identification number of which is: 59- 2911475, its successors and assigns forever, the real property, situate, lying and being in Pinellas County, Florida, more particularly described in EXHIBIT uAu 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 shall defend the title against the lawful claims of all persons claiming by. through, or under it, but against none other. TOGETHER with all and singular the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. IN WlTNESS WHEREOF, GRANTOR has caused these presents to be executed in its name by its Chairman this day of , 1998. [SIGNATURE PAGE FOLLOWS] PREPARED BY AND RETURN TO: 1 I I ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER By: Executive Director Chairman WITNESSES (as to all signatures): Printed Name: Printed Name: STATE OF FLORIDA COUNTY OF PINELLA.S The foregoing SPECIAL WARRANTY DEED was acknowleclged before me this day of , 1998, by RITA GARVEY, as Chainnan, and ROBERT KELLER, as the. Executive Director of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY 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 J I EXHIBIT D MEMORANDUM OF DEVELOPMENT AGREEMENT (IMR . Site U Project] This Memorandum of Agreement for Development and Disposition of Propeny ("Memorandum") is made this _ day of , 1998, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body COIpOrate and politic of the Stare 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 MemoraDdum pertains to an Agreement for Development and Disposition of Property (IMR - Site D 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 ~to and made a part hereof for the development and consuuction of the IMR - Site D Project, as same is defined in the Development Agreement. The Development Agreement is incorporated herein and made a part hereof by reference as fully as though it were set forth herein in its emircty. h is the intention of the parties to hereby ratify, approve and confum the Development Agreement as a matter of public notice and record. Nothing herein shall in any way affect or modifY the Development Agreement, nor shall the provisions of this Memorandum be used to interpret the Development Agreemem. 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.ptrol. A copy of the fully-executed Development .Agreement is on file with the City Clerk, City of C1ear:water. Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, whicb is available for review and copying by the public. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the day of , 1998. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: Its Chairman .as J (SEAL) ATTEST: By: ,as Its: Executive Director (SEAL) ATIEST: By: ,as Its: Secretary INFORMATION RESOURCES, INC. By: , MANAGEMENT Its ,as 2 cj i STATE OF FLORIDA COUNTY OF PINELLAS The foregoing insuument 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 lcnown to me or has produced a valid driver's license as identification. }~~EAL) PrintedfI'yped Name: Notary Public-state of Florida Commission Number: STATE OF FLORIDA COUNTY OF PINEI.LAS The foregoing insuument was acknowledged before me this _ day of , 1998, by of Information Management Resources, IDe., 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) PrintedlTyped Name: Notary Public-State of Florida Commission Number: 3 I I EXHIBIT E AGREEMENT EXPIRATION CERTIFICATE [IMR - SITE n Project] This Agreement Expiration Certificate ("Certificate") is made this _ day of , _, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the" Agency"), whose address is 112 S. Osceola Avenue, Clearwater, FL 32521, and INFORMATION MANAGEMENT RESOURCES, INC., a Florida corporation (the "Developer"), whose address is 26750 U.S. Highway 19 North, Clearwater, FL 34621. This Certificate pertains to an Agreement for Development and Disposition of Propeny (IMR - Site n Project), by and between the Agency and the Developer, dated as of , 1998 (the "Development Agreement"), which provides, among other thlngs, 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 II Pr~ject, as same is defmed in the Development Agreement. The Development Agreement has expired in accordance with its own terms as of _, , and is no longer of any force or effect, except for those matters referenced in Section 15.19(b) of the Development Agreement, which specifically survive the expiration thereof, and that the IMR. Site II is no longer subject to any restriction, limitation, or encumbrance imposed by the Development Agreement. This Certifica~ executed by the parties to the Development Agreement as provided in Section 15.19 ereof and constitutes a conclusive determination of satisfactory completion of all ob ODS under such Agreement and that the Development Agreement has expired, except for those matters which survive as noted above. A copy of the fully~xeculed Development Agreement is on rue with the City Clerk, City of Clearwater, Rorida, 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 _ 1 (SEAL) AITEST: By: I ,as Its: Executive Director I COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: .as Its Chairman INFORMATION RESOURCES, INC. MANAGEMENT I I STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _ day of by , Chairman of the Community Redevelopment. Agency of the City of Clearwater, a public body corporate and politic of the State of Florida, on behalf of the Agency. He is personally known to me or has produced a valid driver's license as identification. (SEAL) PrintedfI'yped Name: Notary Public-Stat.e of Florida Commission Number: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _ day of . _' by of Information Management Resources. Inc., a Florida corporation, on behalf of the corporation. He is personally known to me or has produced a valid driver's license as identification. (SEAL) Printed/Typed Name: N otaJy Public-State of Florida Commission Number: 3 I I EXHIBIT F AGREEMENT TERMINATION CERTIFICATE [IMR - Site n: Project] This Agreement Termination Certificate ("Certificate") is made this _ day of . _, by and between the COMMUNITY REDEVELOPMENT AGENCY OF TIIE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), whose address is 112 S. Osceola Avenue, Clearwater, FL 32521,and INFORMATION MANAGEMENT RESOURCES, INC., a Florida corporation (the IlDeveloper"), whose address is 26750 U.s. Highway 19 North, Clearwater. FL 34621. This CertiIlcate pertains to an Agreement for Development and Disposition of Property (IMR - Site II Project), by and between the Agency and the Developer, dated as of 18, 1998 (the "Development Agreement"), which provides, among other things, for the sale of property within a project site as described in Exhibit" A" attached hereto and made a part hereof for the development and construction of the IMR. - Site n ~oject, as same is defined in the Development Agreement. The Development Aareement has terminated in accordance with its own terms as provided in Section 11,05 thereof as of _, , and is no longer of any force or effect except for those provisions which expressly survive termination. This Certificate has been executed by the parties to the Development Agreement as provided in Section 11.06 thereof and constitutes a conclusive determination that the Development Agreement has been terminated, the rights, duties and obligations of the parties hereto have been terminated and released (subject to those surviving provisions) and the IMR- Site IT is no longer subject to any restrictiom, 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 Avenue, Clearwater, Florida, which is available for review and copying by the public, IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affixed as of the _ day of , _' COMMUNITY REDEVEWPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: Its Chairman , as I (SEAL) ATTEST: By: .as Its: Executive Director (SEAL) ArrEST: By: ,as Its: Secretary I INFORMATION MANAGEMENT RESOURCES, INC. By: ,as Its 2 I I STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _ day of ,by , Chairman of the Community Redevelopment Agency of the City of Clearwater, a public body corporate and politic of the State of Florida, on behalf of the Agency. He is personally known to me or has produced a valid driver's license as identification. (SEAL) .." ".f! Printed/Typed Name: Notary Public-State of Florida Commission Number: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _ day of , , by of Information Management Resources, Inc., a Florida corporation. on behalf of the corporation. He is personally known to me or has produced a valid driver's license as identification. (SEAL) PrintedlTyped Name: Notary Public-State of Florida Commission Number: 3