FIRST AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND DISPOSITION OF PROPERTY - IMR SITE II
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This instrument was prepared by
and should be returned to:
R. James Robbins, If., Esq., of
Hill, Ward & Henderson, P.A.
Suite 3700 - Bank of America Plaza
101 East Kennedy Boulevard
Tampa, FL 33602
FIRST AMENDMENT TO AGREEMENT FOR DEVELOPMENT
AND DISPOSITION OF PROPERTY -- IMR SITE II
THIS FIRST AMENDMENT TO AGREEMENT FOR DEVELOPMENT AND
DISPOSITION OF PROPERTY - IMR-SITE II ("First Amendment") is made and entered into
as of j u..ne I q , 2000, by and between COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, a public body corporate and politic of the State of Florida
created pursuant to Part III, Chapter 163, Florida Statutes ("Agency") and IMRGLOBAL
CORP., a Florida corporation, formerly known as Information Management Resources, Inc.
("IMRglobal"), and S & P PROPERTIES, L.c., a Florida limited liability company ("S & P").
RECITALS
WHEREAS, Agency and IMRglobal are parties to that certain Agreement for
Development and Disposition of Property - IMR-Site II dated as of October 27, 1998 (the
"Development Agreement"), a Memorandum of which dated November 4, 1998 is recorded in
Official Records Book 10299, at Page 511, of the Public Records of Pinellas County, Florida;
and
WHEREAS, IMRglobal has agreed to sell all of its rights, title and interest in and to the
property subject to the Development Agreement (the "1180 Property") to Paul Simone or
Assigns ("Simone") pursuant to that certain Agreement for Sale of Property by and between
Developer and Simone dated March 10, 2000 (the "Sale Agreement"), attached hereto as Exhibit
A; and
WHEREAS, on April 12, 2000, Simone assigned all of his right, title and interest in the
Sale Agreement to S & P; and
WHEREAS, pursuant to the Sale Agreement and the assignment thereof, S & P has
agreed to assume all of IMRglobal's obligations as Developer under the Development
Agreement, as permitted by Section 15.01 of the Development Agreement, and as evidenced by
that certain..Assignment and Assumption Agreement to be executed by and between IMRglobal
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and S & P simultaneously with the closing on the Sale Agreement (the "Assignment and
Assumption Agreement"), which is attached as Exhibit B hereto; and
WHEREAS, in accordance with Section 15.01 of the Development Agreement,
IMRglobal and S & P seek Agency's written consent of (i) IMRglobal's sale of the 1180 Property
to S & P, and (ii) S & piS assumption of all rights and obligations of IMRglobal as Developer
under the Agreement; and
WHEREAS, Agency desires to transfer all benefits and rights given to IMRglobal under
the Development Agreement to S & P; and
WHEREAS, Agency, IMRglobal, and S & P hereby desire to amend the Development
Agreement upon the terms and conditions as hereinafter set forth (unless otherwise indicated,
capitalized terms used herein shall have the meanings ascribed to them in the Development
Agreement).
NOW, THEREFORE, in consideration ofTen and NolIOOths Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1, Recitals. The foregoing recitals are true and correct and are incorporated herein
by this reference.
2. Assumption of Developer's Rights and Obligations. Section 1.01(17) of the
Development Agreement is deleted in its entirety and the following is inserted in lieu thereof:
"Developer" means S & P Properties, L.c., a Florida limited liability company
("S & P"), which assumed all of the obligations of the original Developer,
IMRglobal, under this Agreement pursuant to that certain Agreement for Sale of
Property by and between IMRglobal and Paul Simone or Assigns ("Simone")
dated March 10, 2000 (the "Sale Agreement"), which Sale Agreement was
subsequently assigned by Simone to S & P on April 12, 2000.
3. Restrictions on Use.
(a) Section 1.01(24) of the Development Agreement is deleted in its entirety
and the following is inserted in lieu thereof:
"IMR-Site II Project" or "Projects" means that certain hotel to be
constructed by S & P upon the Site consisting of approximately fifty-five
(55) hotel rooms and three (3) or four (4) floors, together with related
parking, landscaping and amenities, pursuant to the Sale Agreement.
(b) Section 2.01(b)(I) of the Development Agreement is deleted in its entirety
and the following is inserted in lieu thereof:
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The Site is to be redeveloped according to Project Plans and Specifications for use
as a hotel consisting of approximately fifty-five (55) hotel rooms together with
related parking, landscaping and amenities to be constructed by the Developer on
the Site.
( c) The first sentence of Section 13.01 of the Development Agreement IS
deleted in its entirety and the following is inserted in lieu thereof:
Prior to the earlier of the Termination Date or the Expiration Date, no use
of the Project or the Site other than as a hotel consisting of approximately
fifty-five (55) hotel rooms as described in the Proposal, this Agreement
and the Plan shall be permitted unless and until Developer or the person, if
other than Developer, intending to so use the Project or Site, shall file with
the Agency a request for a release from any part of or all of the restriction
imposed by this Section 13.01.
4. Stormwater Drainage and Retention. The Agency acknowledges that any
facilities, together with any appropriate or necessary easements, which may be necessary or
required to accommodate the development of the Project without on-site stormwater retention or
detention pursuant to Section 5.22 of the Agreement shall be provided by the Agency, at the
Agency's sole cost and expense, and shall be approved by the Developer by the Closing Date or
within a time frame that does not delay the use or occupancy of the Project by the Developer.
5. Agency Consent to Developer's Sale to Simone. In recognition of S & P's
agreement to assume all of IMRglobal's obligations to redevelop the 1180 Property under the
Development Agreement, as evidenced by the Sale Agreement and the subsequent assignment
thereof, the Agency hereby consents to IMRglobal's sale of the 1180 Property to S & P in
accordance with Section 15.01 of the Development Agreement. The Agency further affirms the
transfer of all rights and benefits under the Development Agreement to S & P. The Agency
agrees to execute and deliver the Confirmation of Consent by Agency to Assignment and
Assumption Agreement attached hereto as Schedule A to Exhibit B and made a part hereof by
this reference.
6. Agency's Release of Developer. In accordance with Section 15.01 of the
Development Agreement and in recognition of Simone's assumption of the Developer's
obligations under the Development Agreement, the Agency hereby releases IMRglobal from all
obligations under the Development Agreement, as evidenced by that certain Release contained in
Exhibit C attached hereto and made a part hereof by this reference, which Release shall promptly
be recorded in the Public Records of Pinellas County, Florida.
7. Counterparts and Facsimile Copies. This First Amendment may be executed in
any number of counterparts, each of which shall be deemed to be an original instrument, but all
such counterparts together shall constitute one and the same instrument. Signature and
acknowledgment pages, if any, may be detached from the counterparts and attached to a single
copy of this document to physically form one document. Facsimile copies of this Agreement and
the signatures thereon shall have the same force and effect as if the same were the original.
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8. Modification. Except as modified herein, all other terms and conditions of the
Development Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
the day and year first above written.
(Signature lines begin on the following page.)
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Signed, sealed and delivered
in the presence of:
11:: M to form:
P era K. Akin
City Attorney
Name:
(Type or Print Name)
Name:
(Type or Print Name)
Name:
(Type or Print Name)
Name:
(Type or Print Name)
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COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER
By:
~J~-
Brian J. Aun~
Chairperson
Attest:
"Agency"
IMRGLOBAL CORP., a Florida corporation
By:
Name:
Title:
(Corporate Seal)
"IMRglobal"
S & P PROPERTIES, L.C., a Florida limited
liability company
By its general partner:
(seal)
Name:
"S&P"
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Signed, sealed and delivered
in the presence of:
Approved as to form:
Pamela K. Akin
City Attorney
Name:
(Type or Print Name)
Name:
(Type or Print Name)
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COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER
By:
Brian J. Aungst
Chairperson
Attest:
Cynthia E. Goudeau
City Clerk
" Agency"
IMRGLOBAL CORP., a Florida corporation
By: ~~.~
Name: 'Rf]S{l-r tvt. Jt(oW.li' J:'
Title: (!Po
(Corporate Seal)
"IMRglobal"
S & P PROPERTIES, L.c., a Florida limited
liability company
By its general partner:
(seal)
Name:
"S&P"
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Signed, sealed and delivered
in the presence of:
Approved as to form:
Pamela K. Akin
City Attorney
Name:
(Type or Print Name)
Name:
(Type or Print Name)
I
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER
By:
Brian 1. Aungst
Chairperson
Attest:
Cynthia E. Goudeau
City Clerk
" Agency"
IMRGLOBAL CORP., a Florida corporation
By:
Name:
Title:
(Corporate Seal)
"IMRglobal"
S & P PROPERTIES, L.c., a Florida limited
liability company
By its general partner:
~-
Nam~
e
(seal)
"S &P"
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STATE OF FLORIDA
COUNTY OF PINELLAS
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ent was acknowledged before me this ~ day of -.J u. Y\-( ,
2000, by 01<>1 k, as CPO ofIMRGLOBAL CORP., a
Florida corporation, on behalf of the corporation. He/She is~rsonally Kiio'!Y!)lto me or has
produced as identification.
Shi lav Reth
",.,," "'" r v, CO 80'7383
l '-:;. Commission "9 2003
=. .-: Expires Mar.. ,
~ : Bonded Tb~ 1,,0.
':0'" ,0: Atlant.ic Boncllnl .,
'n"
Not Public
S~'l'l~ ~~.
(Type, Print or Stkmp Name)
My Commission Expires: 3/24 J 0 ~
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this _ day of
2000, by , as of the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, apublic body corporate
and politic of the State of Florida. He/she is personally known to me or has produced
as identification.
Notary Public
(Type, Print or Stamp Name)
My Commission Expires:
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STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this _ day of
2000, by , as ofIMRGLOBAL CORP., a
Florida corporation, on behalf of the corporation. He/She is personally known to me or has
produced as identification.
Notary Public
(Type, Print or Stamp Name)
My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this 13~ day of ~
2000, by ORII\"N J. AVI\)G'S'T , as CUAI L'" ~AJ of the CO~
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a public body corporate
and politic of the State of Florida. He/she is personally known to me or has produced
as identification.
r1lul. of ~
~lC
NOTARY PUBLIC - STATE OF FlORI)A
CAROLYN L BRINK
COMMISSION" CC83467B
EXPIRES 512212003
BONDEDTHRUASA1~OTAR'(1fype, Print or Stamp Name)
My Commission Expires:
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STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this /6t4 day of r2/ ,
2000, by~ SlfT'On -0 ,a general partne~ & P PROPE We., a
Florida limited liability company, on behalf of the company. el he i ersonally kno'Y.!Ytb me
or has produced as identification. ___.___../ - .
G~ OENISEMLlW.-
: :.\ MY COMMISSlO. N . e~ @M~g~
. .... ..;;~;i EXPIRES: JlnU11y ~ftt ~OO~
~., Bonded 'Tllru No!IIy I'fJbf(o tJffthllWflMf~
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Notary Public
'::1.;2'0. ISe. }::t? jzerO-V'l ()
(Type, Print or Stamp Name)
My Commission Expires:
G:\RJRIJUSTICEI1180IAmendment to Development Agreement new. doc
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