LETTER OF PROPOSAL RE: ENVIRONMENTAL REPORTS FOR 10 SOUTH MISSOURI AVE.
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CITY OF CLEARWATER
POST OFFICE Box 4748, CLEARWATER, FLORIDA 33758-4748
CI1Y HALL, 112 SOUTH OSCEOlA AVENUE, CLEARWATER, FLORIDA 33756
TELEPHONE (813) 562-4040 FAX (813) 562-4052
COMMUNI1Y REDEVELOPMENT
AGENCY
April 7, 1998
Mr. Satish K. Sanan
President and Chief Executive Officer
Information Management Resources, Inc.
26750 U.S. Highway 19 North, Suite 500
Clearwater, FL 33761
Re: Proposed Information Management Resources, Inc. ("IMR") Global Center Project (the
"Project") to be located upon certain property located within the City of Clearwater and
generally bounded by Cleveland Street on the north, Missouri Avenue on the east and Madison
Street on the west with a southerly boundary located approximately 150 feet north of Gould
Street (the "Property")
Dear Mr. Sanan:
This letter will confirm certain agreements which have been reached between the Community
Redevelopment Agency of the City of Clearwater, Florida, (the "CRA") and IMR with respect to
the Project and the Property in order to induce IMR to continue in its ongoing negotiations for the
acquisition of the Property and the development of the Project. In this regard, IMR and the CRA
have agreed as follows:
1. For the purposes of this Letter Agreement, the following definitions shall apply to the defined
terms used herein:
(a) Certain Environmental Reports. Certain Environmental Reports shall mean the following
documents:
(i) Contamination Assessment Report, City of Clearwater, former Montgomery Wards,
10 South Missouri Avenue, Clearwater, Florida, FDEP Facility #529401089, dated
December 19,1994, prepared by Dow Environmental, Inc.
(ii) Contamination Assessment Report Addendum, City of Clearwater, former Montgomery
Wards, 10 South Missouri Avenue, Clearwater, Florida, FDEP Facility #529401089,
dated November 1995, prepared by Dow Environmental, Inc.
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"EQUAL EMPLOYMENT AND AFFIRMATIVE ACTION EMPLOYER"
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Mr. Satish K. Sanan
April 7, 1998
Page 2.
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(iii) Remedial Action Plan for former Montgomery Wards, 10 South Missouri Avenue,
Clearwater, Florida, FDEP Facility #529401089, dated December 1996, prepared by Post,
Buckley, Schuh & Jernigan, Inc.
(iv) Remedial Action Plan - Modification for former Montgomery Wards, 10 South Missouri
Avenue, Clearwater, Florida, FDEP Facility #529401089, dated February 20, 1997,
prepared by Post, Buckley, Schuh & Jernigan, Inc.
(v) Letter Report to Tom Stodd, Florida Department of Environmental Protection, re:
former Montgomery Wards Site, Facility ID No. 529401089, dated January 2, 1998,
prepared by Post, Buckley, Schuh & Jernigan, Inc.
(vi) Letter Report to Tom Stodd, Florida Department of Environmental Protection, re:
former Montgomery Wards Site, Facility ID No. 529401089, dated March 2, 1998,
prepared by Post, Buckley, Schuh & Jernigan, Inc.
(b) Environmental Costs. Environmental Costs shall mean all costs incurred in connection with
IMR's due diligence, negotiation, study and assessment of environmental matters with
respect to the Property which have been undertaken or will be undertaken on behalf of IMR
prior to closing on the purchase of the Property including, but not limited to, fees and
expenses of EnviroAssessments, Inc.; Frank & Gramling; Hill, Ward & Henderson, P.A.;
and Dames & Moore.
(c) Unsatisfactory Environmental Condition. Unsatisfactory Environmental Condition shall
mean a reasonable determination by IMR that the environmental condition of the Property
is not satisfactory to permit the timely purchase of the Property and the development of the
Project. With the exception of those certain petroleum and chlorinated hydrocarbon
impacts previously reported in the Certain Environmental Reports, the environmental
condition of the Property may be deemed unsatisfactory by IMR if the presence and
concentration of chemicals, pollutants, petroleum products or hazardous substances (as
defined under any applicable federal, state or local statutes, laws or regulations) are above
concentrations that could subject IMR to any claim, damage, liability or actions of any
person or environmental agency or exceed concentrations regulated by any federal, state or
local statutes, laws or regulations; provided, however, the Property shall not be deemed to be
unsatisfactory if such condition is fully remediated (so that such condition is removed or
reduced to concentrations which do not exceed levels regulated by applicable statutes, laws
or regulations) within ninety (90) days from the CRA's receipt of written notice from IMR
of such condition. With respect to those certain petroleum and chlorinated hydrocarbon
impacts previously reported in the Certain Environmental Reports, the environmental
condition of the Property shall not be deemed unsatisfactory if, within ninety (90) days from
the date of this Letter Agreement, the CRA obtains (i) a written determination from the
Florida Department of Environmental Protection ("FDEP") that no further action is
required other than monitoring and deed restrictions as set forth in Exhibit A attached
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Mr. Satish K. Sanan
April 7, 1998
Page 3.
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hereto, or (ii) the CRA enters into a binding agreement with FDEP that obligates the CRA
to assess and remediate such impacts to the satisfaction of FDEP and FDEP provides a
written commitment to IMR in said agreement that FDEP covenants and agrees not to sue
or initiate any civil or administrative action or proceeding against, or seek penalties from any
party, except the CRA, the City of Clearwater and prior owners/operators of the Property
with respect to any claims or causes of action FDEP may have arising out of the presence of
such impacts in soils and/or groundwater at the Property unless action by IMR, any lessee or
purchaser from IMR of all or any part of the Property or any interest therein, sublessees and
occupancy tenants of any of the Property and the officers, directors, shareholders, partners
and employees of any holder of any such interest and their legal representatives, agents,
successors and assigns causes additional contamination or causes the spread of such impacts.
Further, such commitment by FDEP shall further provide that parties which shall be
exempt from suits, civil or administrative actions or proceedings, under the foregoing
covenant agreement shall include, but are not limited to IMR, any lessee or purchaser from
IMR of all or part of the Property, holders of mortgages on part or all of the Property, or
any interest therein, sub lessees and occupancy tenants of any part of the Property, and the
officers, directors, shareholders, partners and employees of any holder of any such interest
and their heirs, legal representatives, agents, successors and assigns. Further, in addition to
the requirements of subparagraphs (i) and (ii) above, for the operation of either of such
subparagraphs to be effective, the CRA shall provide a written indemnity to IMR, in form
acceptable to IMR from any third party claims arising from the presence of such impacts on
the Property.
2. The Environmental Costs shall be paid by the CRA or reimbursed by the CRA to IMR at the
closing of the purchase of the Property.
3. In the event IMR should elect not to consummate the purchase of the Property based on an
Unsatisfactory Environmental Condition, then and in such event subject to the ninety (90) day
cure period provided herein, within fifteen (15) days of IMR's notice to the CRA that it is
electing not to purchase the Property, the CRA will reimburse IMR for the Environmental
Costs and Title and Survey Review Costs (hereinafter defined) incurred by IMR.
4. The CRA's obligation to reimburse Environmental Costs shall not exceed $47,000.00. The
foregoing cost limitation shall not, however, include fees paid directly by the CRA or on its
behalf, to EnviroAssessments, Inc. or Dames & Moore's fees incurred by IMR with respect to
the Phase I Environmental Site Assessment Update Report dated March 17, 1998, prepared by
Dames & Moore. The CRA has previously unconditionally committed to the payment of such
fees and costs.
5. IMR has also authorized its real estate legal counsel, Hill, Ward & Henderson, P.A., to proceed
with title and survey review of the Property with respect to the Project. In the event that title
to the Property should be determined to be unmarketable or title to or survey of the Property
has defects which in the reasonable judgment of IMR would not permit or materially delay or
materially effect the utilization of the Property for the development of the Project, and such
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Mr. Satish K. Sanan
April 7, 1998
Page 4.
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defects are not cured within ninety (90) days following the CRA's receipt of written notice from
IMR of such matters, the CRA agrees that it shall reimburse IMR for reasonable fees and costs
which shall not exceed $3,000, incurred by IMR with Hill, Ward & Henderson, P.A., with
respect to Hill, Ward & Henderson, P.A.'s review of title and survey matters. In addition, in
such event, the CRA shall be obligated to also reimburse IMR for Environmental Costs as
provided above. Such reimbursement shall take place within fifteen (15) days of IMR's notice
that it is electing not to purchase the Property for the reasons stated in this paragraph (in this
regard the CRA acknowledges its receipt of correspondence dated March 13, 1998, detailing
various of IMR's objections to title and survey; provided, however, the CRA and IMR agree
that said ninety (90) day cure period as to such matters set forth in the March 13, 1998,
correspondence shall not commence until the date of this Letter Agreement).
Please execute one copy of this letter as noted below to confirm IMR's understanding and
agreement of the foregoing.
Very truly yours,
COMMUNITY REDEVELOPMENT AGENCY
of the CITY OF CLEARWATER, FLORIDA,
A Municipal Corporation
By:
Attest:
By:
Fynthia Goudeau, Cit
ACKNOWLEDGED AND AGREED TO:
INFORMA
By:
Name: Satish K. Sanan
Title: President & CEO
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EXHIBIT "A"
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SAMPLE
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[This is a sample, and meant for demonstration uses only. Each restrictive covenant
entered to with the Department must be drafted reflecting the facts of the particular
situation.]
THIS DRAFT INSTRUMENT PREPARED BY:
Florida Department of Environmental Protection
Twin Towers Office Building
2600 Blair Stone Road, Mail Station 4545
Tallahassee, Florida 32399-2400
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DECLARATION OF RESTRICTIVE COVENANT
THIS DECLARATION OF RESTRICTIVE COVENANT (hereinafter
"Declaration") is made this _ day of , 199 _, by {{property
owner} } { {a corporation authorized to conduct business in the State of Florida, if
applicable} }, (hereinafter" {shorthand for the company or owner}) and the Florida
Department of Environmental Protection (hereinafter "FDEP").
RECITALS
, A. {Owner} is the fee simple owner of that certain real property situated in the
County of , State of Florida, more particularly described in Exhibit "A"
attached hereto and made a part thereof (hereinafter the "Property") { {attach as exhibit A
the legal description of the property} };
B. The FDEP Facility Identification Number for the Property is
facility name is {{Name of the Property}};
. The
C. The groundwater on the Property, and soil located _ to _ feet below land
surface which lies in the groundwater smear zone, has been impacted by discharge from
an Underground Storage Tank (UST) dispensing petroleum products { {this description of
the discharge infonnation should be modified if necessary to be site specific} }. This
UST was in use for at least _ years and was removed in its entirety on { { date of tank
removal} }. The discharge of petroleum products on the Property is documented in the
following reports:
1.
Contamination Assessment Report (CAR) dated
by { {Company that prepared report} }.
submitted
2. Contamination Assessment Report Addendum (CARA) dated
submitted by { {Company that prepared report} }..
3. ect.
D. The reports as noted in Recital C set forth the nature and extent of the petroleum
contamination on the Property. These reports confinn that contaminated groundwater as
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defined in Chapter 62-770 FAC. exists on the Property. Also docJmented in these
reports is that the groundwater contamination does not extend off the Property, that the
aerial extent of the groundwater contamination does not exceed 1/4 acre and the
groundwater contamination is not migrating;
E: The FDEP has agreed to issue a Site Rehabilitation Completion Order (SRCO)
upon recordation of this Declaration, and the FDEP can unilaterally revoke the SRCO if
the conditions of this Declaration or of the SRCO are not met. The"SRCO relating to
{ {Owner} }, FDEP Facility No. is on file with the FDEP Bureau of Petroleum
Storage Systems, located at 2600 Blair Stone Road, Mail Station 4575, Tallahassee,
Florida 32399-2400;
F. {{Owner}} deems it desirable and in the best interest of all present and future
owners of the Property that a SRCO be obtained and that the Property be held subject to .
certain restrictions and changes, all of which are more particularly hereinafter set forth.
NOW, THEREFORE, to induce the FDEP to issue the SRCO and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged by
each of the undersigned parties, { {Owner} } agrees as follows:
1. The foregoing recitals are true and correct and are incorporated herein by
reference.
2. { {Owner} } hereby imposes on the Property the following use restrictions:
a. There shall be no drilling for water conducted on the Property nor
shall any water wells be installed on the Property, other than
monitoring wells which shall require pre approval by the FDEP;
b. If contaminated soil is excavated, it will be disposed of or treated
in accordance with Chapter 62-770 F.A.C.,
c. There shall be no residential use of the property.
3. { {Owner} } and its s~ccessors and assigns shall grant site access to the
FDEP or their respective successors and assigns for the purpose of
determining compliance with the SRCO and this Declaration.
4. It is the intention of { {Owner} } that the restriction contained in this
Declaration shall run with the land and with the title to the Property, and
shall apply to and be binding upon and inure to the benefit of the
successors and assigns of { {Owner} } and FDEP its successors and
assigns, and to any and all parties hereafter having any right, title or
interest in the Property or any part thereof. This Declaration shall continue
in perpetuity, unless otherwise modified as provided in accordance with
paragraph 5 hereof. In the event the SRCO is revoked, then this
Declaration shall become void from that date forward and shall not be
binding on the Property
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5. This Declaration shall be recorded by the owner and may only be modified
in writing. Any subsequent amendment must be executed by both
{ {Owner} } and the FDEP or their respecti ve successors and assigns and
be recorded by the owner. To receive prior approval from the FDEP to
remove any requirement contained herein, active cleanup of the property
must resume or cleanup target levels specified in Chapter 62-770 F.A.C.
must have been achieved. .
6. If any provision of this Declaration is held to be invalid by any court of
competent jurisdiction, the invalidity of such provision shall not affect the
validity of any other provisions thereof. All such other provisions shall
continue unimpaired in full force and effect.
7. In order to ensure the perpetual nature of these restrictions, { {Owner} }, its
successors and assigns, shall reference these restrictions in any deed of
conveyance, including the recording book and page of record of this
Declaration.
IN WITNESS WHEREOF, {{Owner}} has executed this instrument, this_
day of , 199_.
Signed, sealed and delivered in the presence of:
{{Owner} }
By:
Print Name:
Its:
(Company Position)
Date:
Witness
Print Name:
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this _ day of
, 199 _, by . as
representative for the { {Owner} }.
Personally Known OR Produced Identification
Type of Identification Produced
Signature of Notary Public
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Print Name of Notary Public
Commis~ion No.
Commission Expires:
INWITNESS WHEREOF, the Florida Department of Environmental Protection
has executed this instrument, this ~ day of , 199_.
Signed, sealed and delivered in the presence of:
FLORIDA DEPARTMENT OF
ENVmONMENT AL PROTECTION
By:
Print Name:
Mike Sole, Chief, Bureau of Petroleum Storage Systems,
Division of Waste Management
Date:
Witness
Print Name:
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this ~ day of
, 199 _, by as representative for
the Florida Department of Environmental Protection.
Personally Known OR Produced Identification
Type of Identification Produced
Signature of Notary Public
Print Name of Notary Public
Commission No.
Commission Expires:
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