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AGREEMENT FOR DEVELOPMENT AND DISPOSITION OF PROPERTY CRA I I AGREEMENT FOR DEVELOPMENT AND DISPOSITION OF PROPERTY (IMR Global Center Project) between COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, and INFORMATION MANAGEMENT RESOURCES, INC. Dated as of June 18, 1998 0, /; - J '.. >/ ,.~...", (/< c~ l. c, / r". ;) t ...." " ,--" I I AGREEMENT FOR DEVELOPMENT AND DISPOSITION OF PROPERTY (IMR Global Center Project) TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1.01. Definitions 1.02. Use of Words and Phrases 1.03. Florida Statutes 2 2 6 7 ARTICLE 2. PURPOSE; PROPOSAL 2.01. Intent; Purpose of Agreement 2.02. Developer's Proposal 2.03. Cooperation of the Parties 2.04. Authorized Representative 2.05. Interlocal Agreement 7 7 7 8 8 8 ARTICLE 3. LAND USE REGULATION 3.01. Zoning 3.02. Redevelopment Plan 3.03. Development of Regional Impact 3.04. Permits 3.05. Concurrency 3.06. Not a Development Order or Permit 9 9 10 10 10 11 12 ARTICLE 4. GLOBAL CENTER PROJECT PLANS & SPECIFICATIONS 12 4.01. Site Plan 12 4.02. Preparation of Global Center Plans and Specifications 12 4.03. Coordination with City Review 13 4.04. Agency Review of Global Center Plans and Specifications 13 ARTICLE 5. INFRASTRUCTURE IMPROVEMENTS 14 5.01. Infrastructure Improvements 14 5.02. Infrastructu!e Improvements Plans and Specifications 14 5.03. Infrastructure Improvements Financing 15 5.04. Construction of the Infrastructure Improvements 15 5.05. Infrastructure Improvements Completion Certificate 16 5.07. Infrastructure Improvements Coordination 16 5.08. Failure to Timely Construct Infrastructure Improvements 16 IMR Global Center Project Development Agreement i I , 5.09. Increment Revenues for Infrastructure and Landscaping 17 ARTICLE 6. GLOBAL CENTER PROJECT FINANCING 17 6.01. Construction Financing 17 6.02. Notice of Developer's Default 17 6.03. Cure of Developer's Default by Lender 18 6.04. Construction Lender Not Obligated to Construct 19 6.06. Agency Cures Developer's Default 19 ARTICLE 7. GLOBAL CENTER SITE CONVEYANCE 20 7.01. Findings; Representations. 20 7.02. Agreement to Sell and Purchase. 20 7.03. Purchase Price 20 7.04. Site Evaluation 20 7.05. Title 21 7.06. Survey 22 7.07. Rights and Duties of Agency 23 7.08. Rights and Duties of Developer 23 7.09. Agency's Obligation to Convey 23 7.10. Conditions to Closing 23 7.11. Closing 25 7.12. Closing Procedure 25 7.13. Possession 26 7.14. Condition of Title 26 7.15. Taxes and Assessments 26 7.16. Covenants, Warranties and Representations 26 7.17. Condemnation 29 7.18. Real Estate Commission 29 7.19. Maintenance of Global Center Site 30 7.20. Radon Gas Notice 30 7.21. Environmental Indemnity 30 7.22. Environmental Remediation of Global Center Site 31 7.23. Reimbursement of Certain Costs Upon Termination for Unsatisfactory Environmental Condition or Unsatisfactory Title or Survey Matters 33 7.24. Reimbursement for Ongoing Environmental Monitoring Costs 33 7.25 Purchase of Environmental Easement Property 33 ARTICLE 8. CONSTRUCTION OF THE GLOBAL CENTER PROJECT 34 8.01. Site Clearance 34 8.02. Construction of the Project 34 8.03. Maintenance and Repairs 36 8.04. Global Center Project Alterations or Improvements 36 8.05. Completion Certificate 36 IMR Global Center Project Development Agreement ii I I 8.06. Agency Not in Privity with Contractors 8.07. Repurchase of Phase II Property 37 37 ARTICLE 9. INSURANCE 9.01. Insurance Requirements Generally 9.02. Insurance Exclusive of Indemnity 9.03. No Waiver of Sovereign Immunity 38 38 39 39 ARTICLE 10. INDEMNIFICATION 39 10.01. Indemnification by the Developer 39 10.02. Indemnification by the Agency. 40 10.03. Limitation of Indemnification 40 ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER 41 11.01. Representations and Warranties 41 11.02. Covenants 42 ARTICLE 12. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY 43 12.01. Representations and Warranties 43 12.02. Covenants 44 12.03. Survival 45 ARTICLE 13. DEFAULT; TERMINATION 45 13.01. Default by Developer 45 13.02. Default by the Agency 47 13.03. Obligations, Rights and Remedies Cumulative 48 13.04. Non-Action on Failure to Observe Provisions of this Agreement 49 13.05. Termination 49 13.06. Termination Certificate 52 ARTICLE 14. UNAVOIDABLE DELAY 52 14.01. Unavoidable Delay 52 ARTICLE 15. RESTRICTIONS ON USE 53 15.01. Restrictions on Use 53 ARTICLE 16. FIRE OR OTHER CASUALTY; CONDEMNATION 53 16.01. Loss or Damage to Project 54 16.02. Partial Loss or Damage to Project 54 16.03. Notice of Loss or Damage to Project 54 16.04 Subject to Financing 54 IMR Global Center Project Development Agreement iii I I ARTICLE 17. MISCELLANEOUS 17.01. Assignments 17.02. Successors and Assigns 17.03. Notices 17.04. Severability 17.05. Applicable Law and Construction 17.06. Venue; Submission to Jurisdiction 17.07. Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement 17.08. Estoppel Certificates 17.09. Complete Agreement; Amendments 17.10. Captions 17.11. Holidays 17.12. Exhibits 17.13. No Brokers 17.14. Not an Agent 17.15. Memorandum of Development Agreement 17.16. Public Purpose 17.17. No General Obligation 17.18. Technical Amendments; Survey Corrections 17.19. Term; Expiration; Certificate 17.20. Effective Date 54 54 55 55 56 56 56 56 56 57 57 57 57 57 57 58 58 58 58 58 59 IMR Global Center Project Development Agreement iv I EXHIBIT "An "A-I" " A-2" "A-3 " " A-4" "B" "en "0" "En UF" "G" "H" "I" "J" UK" I LIST OF EXHIBITS DESCRIPTION Project Site Global Center Site Depiction of Phase I Property and Phase II Property Easement Property [including Environmental Easement Property] Correspondence from Hill, Ward & Henderson, P.A. to Holland & Knight LLP, dated March 13, 1998, listing certain title and survey objections Preliminary Site Plan Special Warranty Deed Form Memorandum of Development Agreement Completion Certificate Form Infrastructure Improvements Completion Certificate Form Agreement Expiration Certificate Form Agreement Termination Certificate Form Letter Agreement dated April 7, 1998 Intentionally Reserved Form of Environmental Restrictive Covenants IMR Global Center Project Development Agreement v I I AGREEMENT FOR DEVELOPMENT AND DISPOSITION OF PROPERTY (IMR Global Center Project) This Agreement for Development and Disposition of Property ("Agreement") is made as of this 18th day of June, 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 ill, Chapter 163, Florida Statutes ("Agency"), and INFORMATION MANAGEMENT RESOURCES, INC., a Florida for-profit corporation ("Developer"). WIT N E SSE T H: WHEREAS, as of January 12, 1998, pursuant to the Request for Proposals, dated December 5, 1997, the Community Redevelopment Agency of the City of Clearwater, Florida (the "Agency") tentatively accepted the proposal of Developer, dated January 5, 1998, in response thereto, subject to negotiation of a definitive agreement with Developer pertaining to and setting forth the terms and conditions for the development and operation of a corporate headquarters office project known as the IMR Global Center 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 Global Center Site (as hereinafter defmed), and the design, development, construction, completion, operation and maintenance of the Global Center Project (as hereinafter defmed), and design, construction and installation of the Infrastructure Improvements (as hereinafter defmed); 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, due to certain terms and conditions of this Agreement and in order to provide for the successful development of the Project, the Agency has entered into an interlocal agreement with the City of Clearwater, Florida ("City"), dated as of June 18, 1998 ("Interlocal Agreement"), providing for the cooperation and assistance of the City and the Agency in accomplishing the goals and objectives of this Agreement, including establishing certain other duties, obligations, terms and conditions of the Agency and the City pertaining to the Project Site and the Infrastructure Improvements; IMR Global Center Project Development Agreement 1 I I WHEREAS, at a duly called public meeting on June 18, 1998, the Agency approved this Agreement and authorized and directed its execution by the appropriate officials of the Agency; WHEREAS, the board of directors of Developer has approved this Agreement and has authorized and directed certain individuals to execute this Agreement on behalf of Developer; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: ARTICLE 1. DEFINITIONS. 1.01. DefInitions. The terms defmed 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 163.01, Florida Statutes, Part m, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes, other applicable provisions of law, and ordinances and resolutions of the City and the Agency implementing them. (2) "Agency" means the Community Redevelopment Agency of the City, as created by Resolution No. 81-68 of the City, adopted by the City Commission on August 6, 1981, including any amendments thereto, and any successors or assigns thereto. (3) "Agreement" means this Agreement for Development and Disposition of Property, including any Exhibits, and any amendments hereto or thereto. (4) "Agreement Expiration Certificate" means the instrument executed by the parties hereto as provided in Section 17.19 certifying that all obligations of the parties hereto have been satisfied and this Agreement has expired in accordance with its terms, the form of which is attached hereto as Exhibit "G." (5) "Agreement Termination Certificate" means the instrument executed by the parties hereto as provided in Section 13.06 stating that this Agreement has been terminated prior to its Expiration Date as provided in Section 13.05, the form of which is attached hereto as Exhibit "H." (6) "Area" means the area located within the corporate limits of the City having conditions of slum and blight (as those conditions are defmed in the Act) as found by the City Commission in Resolution No. 81-67, adopted by the City Commission on August 6, 1981. (7) "Authorized Representative" means the person or persons designated and appointed from time to time as such by the Developer or the Agency, respectively, pursuant to Section 2.04. (8) "Building Permit" means, for all or any part of the Global Center Project to be constructed on the Global Center Site, any pennit issued by the City authorizing, allowing and pennitting 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, IMR Global Center Project Development Agreement 2 I I and any successors or assigns thereto. (10) "City Commission" means the governing body of the City, by whatever name known or however constituted from time to time. (11) "Closing Date" means the date on which title to the Global Center Site is conveyed by the . Agency to the Developer in accordance with and as contemplated by the provisions of Article 7 hereof. (12) "Commencement Date" means the date of issuance of the fIrst Building Permit for any part of the Global Center Project. (13) "Completion Date" means the date on which construction of any Phase of the Global Center 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 aff1liates of the Developer. (15) "Construction Financing" means the funds provided by the Construction Lender to the Developer during the term of this Agreement to pay the cost of developing and constructing the Project, or any portion thereof, on the Project Site, including, but not limited to, acquisition of the Global Center Site, fInancing costs, "soft costs," overhead, and the design, construction and equipping of the Global Center Project. (16) "Construction Lender" means any person or persons providing the Construction Financing or any portion thereof. (17) "Developer" means Information Management Resources, Inc., a Florida for-profIt corporation, and any successors and assigns thereof, including any entity, partnership, joint venture, or other person in which Information Management Resources, Inc., is a general partner or principal, but not including any entity, partnership, joint venture, or other person in which Information Management Resources, Inc. is a general partner or principal which is not undertaking or participating in any development of the Global Center Project, or any part thereof. (18) "Easement Property" means the ingress/egress easement and utility easement to Gould Street, the stormwater retention easement and the Environmental Easement Property, all as more particularly described and depicted on Exhibit "A-3." (19) "Environmental Easement Property" means the property subject to the easement over the north side of the Project Site, all as more particularly described and depicted on Exhibit "A-3." (20) "Effective Date" means the date determined in accordance with Section 17.20 when the Memorandum of Development Agreement is recorded and this Agreement becomes effective. IMR Global Center Project Development Agreement 3 I 1 (21) "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. (22) "Expiration Date" means the date on which this Agreement expires, as evidenced by the Agreement Expiration Certificate being recorded in the public records of Pinellas County, Florida, as provided in Section 17.19 hereof. (23) "Global Center Project" means the corporate headquarters offices and appurtenant facilities to be located on the Global Center Site 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. (24) "Global Center Project Plans and Specifications" means the plans and specifications pertaining to the construction, installation and equipping of the Global Center Project, including the schedule for completing the Global Center Project, consisting of the plans and specifications for each Phase. (25) "Global Center Project Account" means the account created by the Agency in which funds are deposited to pay certain costs, including the cost of the Infrastructure Improvements, as contemplated by Section 5.03. (26) "Global Center Site" means that part of the Project Site which is conveyed to the Developer by the Agency pursuant to the terms of Article 7 hereof and on which the Global Center is to be located, including the ingress/egress easement and utility easement to Gould Street, the stormwater retention easement,all as more particularly described and depicted on Exhibit "A-I" and the Environmental Easement Property. (27) "Impact Fees" means those fees and charges levied and imposed by the City, Pine lias County and any other governmental entity on projects located in the Project Site for certain services impacted by development such as the Global Center Project. (28) "Infrastructure Improvements" means the improvements to be designed, constructed and installed by the Agency or caused to be designed, constructed and installed by the Agency in substantial accordance with the Infrastructure Improvements Plans and Specifications on the Project Site, including stormwater retention, providing fIll material to the Global Center Project, the burying of overhead power lines along the western boundary of the Project Site, upgrades to Madison Street and Gould Street, and, if and to the extent required, upgrades to Cleveland Street and Missouri Avenue (29) "Infrastructure Improvements Completion Date" means the date on which construction and installation of the Infrastructure Improvements are substantially complete as contemplated by this Agreement and as evidenced by the Infrastructure Improvements Completion Certificate. (30) "Infrastructure Improvements Completion Certificate" means the instrument executed by the Agency certifying that design, construction, installation and equipping of the Infrastructure Improvements are substantially complete and usable for the purposes contemplated IMR Global Center Project Development Agreement 4 I I by this Agreement and setting forth the Infrastructure Improvements Com~ion Date, the form of which is attached hereto as Exhibit "P. " (31) "Infrastructure Improvements Plans and Specifications" means the plans and specifications pertaining to the Infrastructure Improvements, including the Infrastructure Schedule for commencing, continuing and completing such improvements, all as prepared, reviewed and approved as provided in Article 5 hereof. (32) "Infrastructure Schedule" means the schedule for commencing, continuing and completing the design, construction, and installation of the Infrastructure Improvements, as prepared, reviewed and agreed to as provided in Article 5. (33) "Interlocal Agreement" means the interlocal agreement between the City and the Agency, dated as of June 18, 1998, entered into pursuant to Sections 163.01 and 163.400, Florida Statutes, which establishes certain duties and responsibilities of each party thereto pertaining to the Project and the implementation of this Agreement, including, but not limited to, the Infrastructure Improvements and the Project Site, which agreement is further described in Section 2.05 hereof. (34) "Permits" 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. (35) "Phase" means Phase I or Phase II of the Global Center Project, as the case may be, but does not include any Subsequent Phase or Subsequent Excess Phase. (36) "Phases" means Phase I and Phase II of the Global Center Project, but does not include any Subsequent Phase or Subsequent Excess Phase. (37) "Phase I" means the initial phase of the Global Center Project which shall consist of a minimum of 50,000 square feet of office space and surface parking for a minimum of 225 vehicles to be located on the Phase I Property. (38) "Phase II" means the second phase of the Global Center Project which consists of a minimum of 50,000 square feet of office space and surface parking for a minimum of 225 vehicles to be located on the Phase I and/or the Phase II Property. (39) "Phase I Property" means that portion of the Global Center Site described or depicted on Exhibit "A-2" upon which Phase I shall be constructed and a portion of Phase II may be constructed, together with such appurtenant easements as are necessary or desirable for utilities, drainage and ingress and egress to Phase I and Phase II, together with the Environmental Easement Property. (40) "Phase II Property" means that portion of the Global Center Site not included in the Phase I Property as described and depicted on Exhibit "A-2". (41) "Plan" means the community redevelopment plan for the Area, including the Project 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. IMR Global Center Project Development Agreement 5 J ~ (42) "Project" means, collectively, the Infrastructure Improvements and the Global Center Project. (43) "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 Global Center Project, but does not include the Developer. (44) "Project Site" means the tract of land located in the Area on part of which the Infrastructure Improvements will be constructed and installed and that part of which is to be conveyed to the Developer constituting the Global Center Site on which the Global Center Project will be located, as more particularly described and depicted on Exhibit "A," including the public rights-of-way and any land to be dedicated to public use or across which there is a permanent public access easement or easement in favor of the Developer. (45) "Proposal" means the proposal for redevelopment of the Project Site, dated January 5, 1998, submitted by the Developer to the Agency in response to the RFP. (46) "RFP" means the Request for Proposals initially published by the Agency on December 6, 1997, soliciting proposals from persons interested in redeveloping the Project Site in accordance with the Act and the Plan. (47) "Site Plan" means the depiction and description of the Global Center Project on the Project Site, the initial version of which is attached hereto as Exhibit "B." (48) "Subsequent Excess Phase" means subsequent phases of improvements which may be constructed on the Global Center Site which when combined with Phase I, Phase IT and any Subsequent Phases exceed 180,000 square feet of office space. (49) "Subsequent Phases" means subsequent phases of improvements upon the Global Center Site constructed subsequent to completion of Phase IT, but which improvements together with Phase I and Phase IT do not exceed 180,000 square feet of office space in the aggregate. (50) "Termination Date" means the date on which this Agreement is terminated by any party hereto as provided in Section 13.05, and as evidenced by the Agreement Termination Certificate. (51) "Unavoidable Delay" means those events constituting excuse from timely performance by a party hereto from any of its obligations hereunder, as such events are defmed in and subject to the conditions described in Article 14 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. IMR Global Center Project Development Agreement 6 I I 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: Purvose of Agreement. (a) The purpose of this Agreement is to further the implementation of the Plan by providing for the planning, construction and installation of the Infrastructure Improvements, the conveyance of the Global Center Site to the Developer and the development and construction and operation of the Global Center Project thereon in accordance with the Global Center 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. (b)(I) The Global Center Site is to be redeveloped according to Global Center Project Plans and Specifications for use as a corporate headquarters which may be constructed in Phases and may include additional improvements to be constructed by the Developer on the Global Center Site in Subsequent Phases or in Subsequent Excess Phases. (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 Project Site available for redevelopment, assistance in obtaining such approvals by governmental authorities as are necessary for development of the Global Center Project, and the construction and installation of the Infrastructure Improvements. (c) As provided in this Agreement, the Developer shall carry out the redevelopment of the Global Center Site by purchasing the Global Center Site from the Agency, obtaining approvals by governmental authorities necessary for development of the Global Center Project, constructing various private improvements on the Global Center Site, and causing the Global Center Project to be developed as a unified and integrated corporate headquarters and professional office facility. 2.02. Developer's Proposal. (a) The Proposal for the redevelopment of the Project Site, specifically including the acquisition of the Global Center Site by the Developer from the Agency 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. IMR Global Center Project Development Agreement 7 ( 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 fmd that the terms and conditions set forth in this Agreement do not, individually or collectively, constitute a substantial deviation from the RFP or the Proposal. 2.03. Cooperation of the Parties. The parties hereto recognize that the successful development of the Project and each component thereof is dependent upon continued cooperation of the parties hereto, and each agrees that it shall act in a reasonable manner hereunder, provide the other party with complete and updated information from time to time, with respect to the conditions such party is responsible for satisfying hereunder and make its good faith reasonable efforts to ensure that such cooperation is continuous, the purposes of this Agreement are carried out to the full extent contemplated hereby and the Project is designed, constructed, equipped, completed and operated as provided herein. 2.04. 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 17.03 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. 2.05. Interlocal Agreement. (a) As of the Effective Date, the Agency and the City have entered into the Interlocal Agreement, a true and correct copy of which has previously been provided to the Developer. The parties recognize and acknowledge that the City, as a general purpose unit of local government possessing certain sovereign and governmental powers, including the power to tax, may not contractually obligate itself to a private party now or in the future to exercise or not exercise those powers or subject the exercise of those powers to certain terms and conditions. The parties further recognize and acknowledge that Section 163.400, Florida Statutes, authorizes IMR Global Center Project Development Agreement 8 I I units of local government, such as the City and the Agency, to enter into agreements to carry out the powers granted by Part ill, Chapter 163, Florida Statutes, and Section 163.01, Florida Statutes, authorizes units of government, such as the City and the Agency, to enter into agreements such as the Interlocal Agreement whereby the powers and duties and obligations of one unit of government may be exercised by another or one unit of government may obligate itself to the other to undertake or not undertake certain actions. (b) The parties acknowledge that in the Interlocal Agreement the City has agreed with the Agency to take certain actions or to refrain from taking certain actions which the Developer has represented to the Agency are critical to the successful development of the Project as contemplated by this Agreement, specifically including the design, construction, installation and completion of the Infrastructure Improvements. (c)(1) Based on the Developer's representation described in subsection (b), the Agency agrees to take such actions as may be necessary from time to time to implement, commence and complete the actions required to be taken by the City pursuant to the Interlocal Agreement and, further agrees, that in the event the Agency fails to do so, the Developer may seek an appropriate order, ruling, judgment or other directive to the Agency from a court of competent jurisdiction to enforce this obligation of the Agency to cause the City to do or not to do certain things under the Interlocal Agreement, provided that nothing in this subsection (c) is intended or shall be deemed to give the Developer any right to recover damages m any action brought by the Developer contemplated by this subsection (c). Nothing in this subsection (c) is intended to deprive the Developer of any rights, remedies or actions it may take pursuant to sections 13.02 or 13.05 hereof. (2) The Agency covenants and agrees with the Developer that in any legal proceeding regarding the Global Center Project it will not assert or agree that the Interlocal Agreement is void or invalid, in whole or in part. (d) The Agency covenants and agrees with the Developer that for so long as this Agreement is in effect it will take such actions as are necessary to maintain the Interlocal Agreement in full force and effect and will not take any action or fail to take any action that will result in the termination of the Interlocal Agreement before it is scheduled to expire by its own terms or will result in changes to the Interlocal Agreement which would have the effect of adversely affecting the rights and obligations of any party to this Agreement. (e) Nothing in this Agreement, specifically including this Section 2.05 expressly or implied, is intended to or shall be construed to confer upon any person, firm or corporation other than the parties hereto, any right, remedy, or claim, legal or equitable, under or by reason of this Agreement or any provision hereof. It is the intent of the parties hereto that this Agreement and all its provisions are intended to be and are for the sole and exclusive benefit of the parties hereto. (t) The Agency shall provide to the Developer any proposed amendments to the Interlocal Agreement at least thirty (30) days before such amendments will be considered by the governing body of the Agency. ARTICLE 3. LAND USE REGULATION. 3.01. Zoning. IMR Global Center Project Development Agreement 9 I I On the Effective Date, the zoning classification for the Project Site is Urban Core (East Corridor), abbreviated as "UC(E)." The parties recognize and acknowledge that the zoning classification of the Project Site as of the Effective Date does permit development of Phase I, Phase II, and the Subsequent Phases on the Global Center Site. The parties further recognize and acknowledge that the City has in the Interlocal Agreement agreed not to rezone the Global Center Site so as to prevent subsequent development of Phase I, Phase II, or Subsequent Phases to the extent and for the uses currently contemplated. 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 Project Site were not consistent with the Global Center 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 Global Center 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 Global Center Project as contemplated by the Proposal went into effect prior to the Effective 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 Global Center 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), provided that the Agency agrees to pay and shall timely pay any and all applicable application, inspection, regulatory and Impact Fees or charges pertaining to the Phase I, Phase II, and Subsequent Phases of the Global Center Project, including, but not limited to, any such permit, review, application, inspection, regulatory or Impact Fees or charges which relate to Phase I, Phase II or Subsequent Phases (but excluding any such Impact Fees or charges which relate to Subsequent Excess Phases). Agency agrees that its obligations as contained in this Section 3.04(a) with respect to Subsequent Phases shall survive the expiration of this Agreement under Section 13.05(g) and Section 17.19 hereof until a period of ten (10) years after the Effective Date. It is the intent of the foregoing provisions of this Section 3.04(a) that Agency shall be obligated to pay permit, review, application, inspection, regulatory or Impact Fees or charges which relate to the initial 180,000 square feet of office development on the Global Center Site for a period of ten (10) years after the Effective Date of this Agreement as provided under Section 13. 05 (g) or Section 17.19 hereof notwithstanding a termination of the Agreement prior to the expiration of this Agreement. The parties further acknowledge and agree that a termination of this Agreement by the Developer pursuant to Section 13.05(t) shall not result in the Agency's obligation to pay permit, review, application, inspection, regulatory or Impact Fees or charges relating to any portion of the initial 180,000 square feet of office development on the Global Center Site not under construction as of such termination. IMR Global Center Project De,elopment Agreement 10 ..._ ...,> ,,' w,. .'_.''''- __. '...."___'...,,.. .. ~ I I (b) The Agency shall cooperate with the Developer in obtaining all necessary Permits and the Building Permit required for the construction and completion of the Global Center Project or any Phase thereof. (c) The Agency shall prepare and submit, or pursuant to the Interlocal Agreement cause the City to prepare and submit, to the appropriate governmental authorities, including the City, the applications for all necessary Permits for the Infrastructure Improvements, and shall bear all costs of preparing such applications, applying for and obtaining such permits and pay any and all applicable permit, review, application, inspection, regulatory and Impact Fees or charges pertaining to the Infrastructure Improvements. (d) The Agency's duties, obligations, or responsibilities under any section of this Agreement, specifically including but not limited to this Section 3.03 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. (e) Notwithstanding any other provisions of this Agreement, any required permitting, licensing or other regulatory approvals by the Agency or the City shall be subject to the established procedures and requirements of the Agency or the City with respect to review and permitting of a project of a similar or comparable nature, size and scope. In no event shall the Agency or the City, due to any provision of this Agreement, be obligated. to take any action concerning regulatory approvals except through its established processes and in accordance with applicable provisions of law. 3.05. Concurrency. (a) The parties hereto recognize and acknowledge that Florida law (specifically, Part II, Chapter 163, Florida Statutes, and Rule 9J-5, Florida Administrative Code, collectively 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 Global Center 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 Global Center 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. (b) The Agency represents and warrants and the Developer acknowledges that as of the Effective Date the Project as contemplated by this Agreement does not require any reservation of capacity or to seek any approvals as a result of the concurrency requirements described in subsection (a). If legally obligated in the future to comply with such requirements, the Developer agrees to seek issuance of a concurrency compliance certificate or other similar document by whatever name known and a reservation of services capacity under the City's concurrency management system, and does further agree to maintain such certificate and reservation. The Developer covenants and agrees with the Agency to not undertake any action or IMR Global Center Project Development Agreement 11 I I fail to take any action which would cause the City to revoke or invalidate the concurrency compliance certificate or the reservation of services capacity. 3.06. Not a Development Order or Permit. 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. GLOBAL CENTER PROJECT PLANS AND SPECIFICATIONS. 4.01. Site Plan. (a) The Developer has prepared a preliminary Site Plan, a copy of which is attached hereto as Exhibit "B," that contemplates development of the Global Center Project consistent with the Proposal and the current zoning classification for the Global Center Site. The Developer agrees that during the term of this Agreement any material changes to the preliminary Site Plan or any subsequent versions of the Site Plan will be submitted to the Agency for approval. (b) The Site Plan approved by the Agency shall be the basis for and incorporated into the Global Center Project Plans and Specifications. 4.02. Preparation of Global Center Proiect Plans and Specifications. (a) The Developer shall prepare the Global Center Project Plans and Specifications in sufficient detail and description of the Global Center Project, and each Phase thereof, both narratively and graphically, to allow the Agency the opportunity to determine if those plans and specifications are consistent with the Proposal, the Site Plan and the Plan. (b)(I) The Developer is responsible for the cost of preparing, submitting and obtaining approval of the Global Center Project Plans and Specifications (2) The Developer has retained and shall retain the Project Professionals to prepare the Global Center 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 Global Center Project. The Developer shall cause the Project Professionals to prepare the Global Center Project Plans and Specifications. (c)(I) The Agency does hereby consent to the preparation of the Global Center Project Plans and Specifications, and any revisions thereto, by the Project Professionals, and the Agency will not withhold approval of the Global Center 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 ftle the Global Center Project Plans and Specifications with IMR Global Center Project Development Agreement 12 I I the Agency for each Phase. The Global Center Project Plans and Specifications for Phase I shall be tiled by the Developer with the Agency no later than ten(10) business days prior to the Closing Date. The Agency and the Developer recognize and acknowledge the need for expedited review of the Global Center Project Plans and Specifications and approval by the Agency. To meet that need the parties agree to cooperate and assist each other so that portions the Global Center Project Plans and Specifications for Phase I are submitted to the Agency and the City as prepared, and the City and the Agency will then review such portions so that the review when all of the Global Center Project Plans and Specifications for Phase I are submitted any remaining review can be expedited and completed as soon as possible and not delay the Closing Date from the intended date of July 31, 1998. (e) The Global Center Project Plans and Specifications contemplated by this subsection (d) shall be sufficient for a determination by the City required by the ordinances and regulations of the City. 4.03. Coordination with City Review. The Developer has represented to the Agency and the Agency acknowledges the need to expedite the process for review of the Global Center Project Plans and Specifications and the issuance of any Building Permits and Permits. The Agency agrees to use its best efforts to coordinate and expedite its review of the Global Center Project Plans and Specifications with any review or approvals by the City or other governmental entities. The Agency further agrees to urge the City or other governmental entities and any boards of the City or other governmental entities to hold special meetings and special ordered agenda items for consideration of matters pertaining to the Global Center Project so as to expedite review, consideration and decision. 4.04. Agency Review of Global Center Proiect Plans and Specifications. (a) During the term of this Agreement, Agency review and approval of the Global Center Project Plans and Specifications is a prerequisite for issuance of the initial Building Permit for construction of the Global Center Project, or any part thereof. In the discretion of the Agency's governing body, the Agency's review and approval of the Global Center Project Plans and Specifications for any Phase or Subsequent Phase 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 Global Center Project Plans and Specifications, or any part thereof (including the plans and specifications for any Phase), to the Agency for review, the Agency agrees to diligently proceed with and complete its review of the Global Center Project Plans and Specifications and respond to the Developer as soon as reasonably possible after receipt thereof, but in no event later than ten (10) business days after receipt of such Global Center Project Plans and Specifications, and advise the Developer in writing of the Agency's reasonable objections thereto or that the Global Center Project Plans and Specifications have been approved as submitted. (c) If the Agency gives written notice of specific objections to or deficiencies in the Global Center 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 Global Center Project Plans and Specifications submitted to the Agency by the Developer substantially comply with this Agreement, including being substantially in IMR Global Center Project Development Agreement 13 J I accordance with the Site Plan, and further the purposes of the Plan, the Agency shall approve the Global Center 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 Global Center 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 Global Center Project Plans and Specifications contained in any notice from the Agency, it shall submit revised Global Center Project Plans and Specifications satisfying such objections. Any changes in the Global Center Project Plans and Specifications made by the Developer in response to such a notice shall be made without charge to the Agency. (f) The parties acknowledge and agree that the review and approval of the Global Center Project Plans and Specifications with respect to Phase I shall be completed before the Closing Date, and that included in such approval will be a mutually agreed upon development schedule, including significant construction milestones for the Global Center Project (or a Phase thereof) and the Infrastructure Improvements. ARTICLE 5. INFRASTRUCTURE IMPROVEMENTS. 5.01. Infrastructure Improvements. (1) The Agency agrees to or cause other(s) to plan, construct, install, equip and complete the Infrastructure Improvements so that the Infrastructure Improvements are substantially complete in accordance with the Infrastructure Improvements Plans and Specifications no later than the Infrastructure Improvements Completion Date. The Agency agrees to coordinate the planning, design and construction and installation of the Infrastructure Improvements with the Global Center Project design, construction, equipping and completion as provided in the Infrastructure Schedule. (2) The parties recognize and acknowledge that in the Interlocal Agreement the City has agreed to design, construct and install the Infrastructure Improvements for the Agency as provided in that agreement. The Developer acknowledges and agrees that the design, construction and installation of the Infrastructure Improvements may be undertaken by the City and that the provisions of the Interlocal Agreement pertaining to such actions by the City satisfy the requirements of this Agreement. 5.02. Infrastructure Improvements Plans and Specifications. (a) The Agency shall be responsible for the preparation of the Infrastructure Improvements Plans and Specifications. During the preparation of the Infrastructure Improvements Plans and Specifications the Agency shall consult with the Developer and the Project Professionals and coordinate the planning, design, and construction of the Infrastructure Improvements with the applicable Phase of the Global Center Project. (b) Upon completion, the Agency shall submit them to the Developer for review and comment. The Agency will not proceed with, or permit the City to proceed with, the construction, installation, equipping and completion of the Infrastructure Improvements unless and until the Developer has approved the Infrastructure Improvements Plans and Specifications IMR Glo1HJl Qnter Project Development Agreenunt 14 " J I and the Infrastructure Schedule. 5.03. Infrastructure Improvements Financing. (a) The cost of the Infrastructure Improveplents shall be paid from funds legally available to the Agency. The Agency covenants and agrees with the Developer to have funds in sufficient amounts to pay the costs of the Infrastructure Improvements and to have such funds available when needed to pay such costs. The Agency covenants and agrees with the Developer to create on or before the Closing Date and . thereafter maintain the Global Center Project Account, which Global Center Project Account shall be an account segregated from other funds of the Agency except for investment purposes, in which funds available to the Agency, including increment revenues initially deposited in the Redevelopment Trust Fund and the proceeds received from the conveyance of the Global Center Site to the Developer, shall be deposited. The funds in the Global Center Project Account shall be used to pay costs of the planning, designing, constructing, installing and equipping of the Infrastructure Improvements and reasonable costs related thereto, and to the extent funds are available in the Global Center Project Account and not needed for the costs of the Infrastructure Improvements, then such funds may be used to reimburse Developer for any costs or expenses it incurs with respect to the planning, design, construction, installation or equipping of the Infrastructure Improvements which Developer may incur in the exercise of its remedies under Section 13.02 hereof, including any interest payable under said Section 13.02 with respect to the same. Nothing in this subsection (a) is intended to limit the obligations of the Agency with respect to its obligations to payor satisfy any amounts due and payable by it pursuant to this Agreement. 1be Agency agrees that the amount of funds available in the Global Center Project Account to pay the costs described in this subsection (a) shall be at least one hundred twenty percent (120%) of the reasonable estimated cost of the Infrastructure Improvements for Phase I. (b) In no event shall the obligations, either express or implied, of the Agency under the provisions of this Agreement to pay the costs of the Infrastructure Improvements be or constitute a general obligation or indebtedness of the City or the Agency, or both, or a pledge of the ad valorem taxing power of the City or the Agency, or both, 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. The Developer, any Co~truction Lender or any Contractor, subcontractor, materialman, or supplier for any part of the Project, shall not have the right to compel the exercise of the ad valorem taxing power of the AgenCy or the City or any other governmental entity on any real or personal property or' taxation in any fonn to pay the Agency's obligations or undertakings hereunder. 5.04. Construction of the Infrastructure Improvements. (a) Following approval of the Infrastructure Improvements 'Plans and Specifications and in coordination with the construction of the Global Center Project, but in no event earlier than the Commencement Date, as provided in the Interlocal Agreement, the Agency will cause the City to commence construction of the Infrastructure Improvements and cause it to proceed to substantial completion in accordance with the Infrastructure Schedule. It is the intent of the parties to this Agreement that construction of the Infrastructure Improvements will be substantially complete and the Infrastructure Improvements will be completed by the dates agreed to by the parties in the Infrastructure Schedule so as to allow occupancy of Phase I of the Global Center Project no later than June 30, 1999. IMR Global Center Project Development Agreement 15 J I (b) The Infrastructure Improvements and the Global Center Project shall be undertaken and completed at such times and in such a manner as may be mutually agreed upon by the Agency and the Developer taking into account the schedule for specific aspects of the construction of such improvements. 5.05. Infrastructure Improvements Completion Certificate. (a) Upon the completion of the construction, installation and eqUlppmg of the Infrastructure Improvements in accordance with the provisions of this Article 5 and the Infrastructure Improvements Plans and Specifications such that the improvements are substantially complete, the Agency shall prepare and execute the Infrastructure Improvements Completion Certificate, and deliver it to the Developer. Upon receipt of the certificate, the Developer shall determine if construction, installation and equipping of the Infrastructure Improvements has been so completed, and, if so, shall execute the certificate and return it to the Agency. (b) The Infrastructure Improvements Completion Certificate shall be in a fonn sufficient to be recorded in the public records of Pinellas County, Florida. After execution thereof by the parties hereto, it shall be returned to the Agency, which shall be responsible for having the certificate promptly recorded in the public records of Pinellas County, Florida. The Agency shall be responsible for the cost of such recording. 5.07. Infrastructure Improvements Coordination. (a) It is the intent and desire of the parties hereto that the design and construction of each part of the Infrastructure Improvements and the Global Center Project be coordinated with other parts of the Project and the design, construction, installation and equipping of the Infrastructure Improvements and the Global Center Project so as to minimize conflicts, improve efficiency and avoid delays in completion of the Project and each part thereof. (b)(1) The Agency shall designate a person to coordinate the planning, construction, installation, equipping and completion of the Infrastructure Improvements with the construction of the Global Center Project. (2) The Developer shall designate a person to coordinate the planning, construction, installation, equipping and completion of the Global Center Project with the construction of the Infrastructure hnprovements. 5.08. Failure to Timely Construct Infrastructure Improvements. In the event the Agency fails to timely construct and complete the Infrastructure Improvements in accordance with the Infrastructure Schedule so that substantially due to such failure by the Agency the Developer is unable, without extraordinary measures, to obtain a certificate of occupancy for Phase I on or before June 30, 1999 (time being of the essence), then the Developer may exercise any and all rights or remedies as provided in Section 13.02 hereof including, but not limited to, the exercise by the Developer of its self-help rights in connection with the construction and completion of the Infrastructure Improvements, as well as recovery of liquidated damages by the Developer in the amounts provided in Section 13.02 for any delays in completion of Phase I of the Global Center Project so that it cannot be occupied on or before June 30, 1999(Hme being of the essence) which result substantially from any delay by the Agency in timely completing the IMR Global CenJer Project Development Agreement 16 J I Infrastructure Improvements in accordance with the Infrastructure Schedule. It is the intent of the parties that in the event of a delay in the construction and completion of the Infrastructure Improvements which delays the completion of Phase I so that it cannot be occupied by June 30, 1999, the liquidated damages provided for in Section 13.02 shaH apply only in the event the delay was substantiaHy due to actions or non-actions on the part of the Agency, the City or their contractors for the Public Infrastructure Improvements and also that the Developer will cooperate with the Agency and take such reasonable and necessary actions as are necessary to complete Phase I so it may be occupied by June 30, 1999, without extraordinary measures, including payment of overtime and premium to Contractors or others to complete Phase I. The parties agree that should extraordinary measures be necessary to complete Phase I, including the payment of overtime and premiums, and the Developer elects not to take such measures, the Agency may, in its sole discretion, elect to reimburse the Developer for the cost of such extraordinary measures as the parties may agree to at the time. 5.09. Increment Revenues for Infrastructure and Landscaping. The Agency covenants and agrees with the Developer that prior to the Closing Date it wi)) have made provisions to use increment revenues attributed to the Global Center Project and will deposit or cause to be deposited in the Agency's conununity redevelopment trust fund for a period of three (3) years from the Completion Date for Phase I of the Global Center Project to pay costs of infrastructure and landscaping improvements in the vicinity in and about the Global Center Site. ARTICLE 6. GLOBAL CENTER PROJECT FINANCING. 6.01. Construction Financing. (a) If the Developer elects to obtain Construction Financing, the Developer shall use its reasonable efforts to obtain from a Construction Lender a commitment to provide the Construction Financing as soon as is reasonably possible. Upon obtaining such Construction Financing, the Developer shall notify the Agency that it has obtained said financing and provide to the Agency the name and address of the Construction Lender. (b) The Agency shall have an affirmative right, but not an obligation, to cure any default by the Developer under the Construction Financing, which right shall be expressly provided for in the fmanciIig docwnents providing for the Construction Financing. The parties recognize and acknowledge that the Agency's right under this paragraph (2) is not intended to be superior or ahead of any lien or right of the Construction Lender to enforce its rights and remedies under the fmancing docwnents pertaining to the Construction Financing. (c) The Developer covenants and agrees with the Agency that the proceeds of the Construction Financing shall be solely for the purpose of paying costs and fees related to the development and construction of the Global Center Project and that such proceeds, together with its own funds or other funds available to it, shall be sufficient to pay the costs of acquiring the Global Center Site and the development, construction and completion of the Global Center Project. 6.02. Notice of Developer's Default. (a) The Developer covenants and agrees with the Agency that any Construction Financing documents shall include provisions that if the Construction Lender declares the IMR Global CenUT Project Development Agreement 17 I I Developer to be in default or if an event of default has occurred under the financing documents for the Construction Financing, such Construction Lender shall promptly give written notice thereof to the Agency by certified mail, return receipt requested at its respective address last given to the Construction Lender by the Developer prior to such notice; provided, however, the failure of the Developer to provide the Agency's address to the Construction Lender or for the Construction Lender ~o receive any such notice shall not constitute a waiver by or preclude or delay the Agency from proceeding with or enforcing any right or remedy available to it under this Agreement, nor shall it constitute a waiver by or preclude or delay the Construction Lender from enforcing any right or remedy available to the Construction Lender. The notice from the Construction Lender to the Agency shall state the basis of the default by the Developer, shall identify the particular provision of the financing documents under which the Developer is in default and shall include copies of any pleadings in any proceeding instituted by the Construction Lender incident thereto. (b) Any notice from the Agency to the Developer specifying an event of default by the Developer under Section 13.01 hereof shall, at the same time it is provided to the Developer, be mailed by the Agency to any Construction Lender by certified mail, return receipt requested, at its address last given to the Agency by the Developer prior to such notice; provided, however, the failure of the Agency to mail any such notice or the Construction Lender to receive any such notice shall not constitute a material breach or default of this Agreement by the Agency, nor shall it constitute a waiver by or preclude or delay the Agency from proceeding with or enforcing any right or remedy available to it under this Agreement. The notice from the Agency to the Construction Lender shall state the basis of the default, the particular provision of this Agreement under which the Developer is in default and shall include copies of any pleadings in any proceedings instituted by the Agency incident thereto. 6.03. Cure of Developer's Default by Lender. (a)(I) Following the Agency providing the notice under Subsection 6.02(b) hereof, the Construction Lender may, at its election, cure or remedy the default by the Developer described in such notice. If the Construction Lender elects to cure such default, it shall give notice of such election to the Agency and the Developer within sixty (60) days after the Agency issued its notice of default by the Developer as provided in Section 13.01 hereof. (2) So long as the Construction Lender proceeds to cure or remedy the Developer's default of this Agreement, the Agency agrees not to exercise any right or remedy available to it resulting from the Developer's default described in the notice and which the Construction Lender has elected to cure for such period of time as shall be reasonably necessary for the Construction Lender to cure or remedy such default, including any time reasonably necessary for the Construction Lender to obtain possession of the Global Center Site, if possession is necessary to enable the Construction Lender to cure or remedy such default. (b) If a default by the Developer under this Agreement is timely cured or remedied by the Construction Lender pursuant to this Section 6.03, then the Agency shall not have any rights or remedies against the Developer with regard to such default, except in such an event, the Developer shall be obligated to pay and the Agency may recover from the Developer any fees, costs or other expenses (including reasonable attorneys fees) incurred by the Agency as a result of said default by the Developer, plus interest on such fees, costs or other expenses from the date they were incurred at an annual percentage rate of twelve percent (12 %). IMR Global Center Project Development Agreement 18 , I I (c) If the Construction Lender elects to cure or remedy the Developer's default hereunder as provided in subsection (a) hereof, it shall then be subject to and bound by the provisions of this Agreement and the actions required to be taken to remedy or cure said default that, but for the default by the Developer, would have been applicable to the Developer. (d) If as a result of the Construction Lender curing or remedying a default by the Developer under this Agreement, the Construction Lender completes the construction of that part of the Global Center Project for which the default occurred upon receipt of a written request by the Construction Lender to the Agency for a construction completion certificate, the Agency shall execute and deliver to the Construction Lender a construction completion certificate for that part of the Global Center Project, in the same manner and procedure as if the Developer has requested such a certificate under Section 8.05 hereof. (e) Subsequent to a default under this Agreement by the Developer, if the Construction Lender does not timely elect to cure such default as provided in subsection (a) hereof, or makes such election and proceeds to construct and complete the Global Center Project, but fails to complete such construction by the Completion Date for that Phase (subject to extensions for Unavoidable Delays) and such failure shall not have been cured within sixty (60) days (or such longer period as may be reasonably necessary and mutually agreed upon by the Agency and the Construction Lender), then the Agency may proceed with any remedies available to it under Section 13.01 hereof. 6.04. Construction Lender Not Obligated to Construct. (a) If the Construction Lender elects not to cure a default by the Developer hereunder as provided in Subsection 6.04(a) hereof, the Construction Lender and any other holder who obtains title to or possession of the Global Center Site, or any part thereof, as a result of foreclosure proceedings or any other action in lieu thereof, including (I) any other party who thereafter obtains title to the Global Center Site or such part from and through such holder or, (ii) any other purchaser at a foreclosure sale, or (iii) any other grantee under a deed in lieu of foreclosure, and any of such parties' successors and assigns, shall not be obligated by this Agreement to construct or complete the Global Center Project, or any Phase, or to guarantee such construction or completion or to perform any of the Developer's other agreements, obligations or covenants under this Agreement. (b) Nothing in this Section 6.04 or any other provisions of this Agreement shall be deemed or construed to permit or authorize any Construction Lender or any other party obtaining title to or possession of the Global Center Site, or any part thereof, to devote the Global Center Site, or any part thereof, to any use, or to construct any improvements thereon, other than the uses and improvements provided in the Plan and in the Global Center Project Plans and Specifications, unless prior to commencement of such use, approval thereof is obtained from the Agency, which approval shall not be unreasonably withheld or delayed. 6.06. Agency Cures Developer's Default. If prior to the issuance of the Global Center Project Completion Certificate for Phase I, the Developer defaults under this Agreement or under, and to the holder of, any mortgage or other instrument creating an encumbrance or lien upon the Global Center Site, or any part thereof, the Agency may cure such default or breach. In such an event, the Agency, as the case may be, shall be entitled, in addition to and without limitation upon any other rights or remedies or payment of any other amounts to which it shall be entitled by this Agreement, operation of law, or otherwise, to reimbursement from the Developer IMR Global Center Project Development Agreement 19 I I for all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agency in curing such default, together with interest thereon at a per annum rate equal to twelve percent (12%). Until such amount is paid, the Agency shall have a lien on the Global Center Site for the amount of such reimbursement; provided, that any such lien shall be subject and subordinate to the lien of any then existing mortgage of the Global Center Site in favor of the Construction Lender. ARTICLE 7. GLOBAL CENTER SITE CONVEYANCE. 7.01. Findings: Representations. (a) The Agency is the owner of certain real property located in the corporate limits of the City and in the Area, the legal description of which is set forth as Exhibit "A-I" attached hereto and made a part hereof. (the "Global Center Site"). (b) Developer desires to purchase the Global Center Site from Agency (which purchase shall include the granting of certain easements by Agency to Developer as described on Exhibit "A-I" attached hereto) on, over, under and about the Easement Property as described in Exhibit "A-3." (c) Agency desires to sell and convey the Global Center Site to Developer. 7.02. Agreement to Sell and Purchase. The Agency hereby agrees to sell and convey the Global Center Site to Developer and Developer hereby agrees to purchase the Global Center Site from Agency, upon the terms and conditions hereinafter in this Article 7. 7.03. Purchase Price. The purchase price of the Global Center Site is ONE MILLION, FNE HUNDRED FIFfY-TWO THOUSAND, FIVE HUNDRED DOLLARS ($1,552.500.00) less FIFfY-NINE THOUSAND, FOUR HUNDRED FORTY FOUR DOLLARS ($59,444.00) for the twenty-three feet (23') wide strip of property being removed from the Global Center Site to be used for the widening of Madison Avenue. The parties agree that should the City require any part of the Global Center Site for Infrastructure Improvements, then that part of the Global Center Site shall be excluded from the legal description thereof, shall not be conveyed by the Agency to the Developer, and the amount of the Purchase Price shall be adjusted based on the per square foot cost of the Global Center Site. The amount to be paid by the Developer to the Agency in consideration of the conveyance of the Global Center Site to the Developer is hereinafter referred to as the "Purchase Price. " 7.04. Site Evaluation. (a) From and after the Effective Date hereof during the term of this Agreement, the Developer and its agents and representatives shall be entitled to enter upon the Global Center 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 IMR Global Center Project Development Agreement 20 I I provided to Developer by Agency. Developer will restore any disturbance to the Global Center 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 July 31, 1998 (which the parties acknowledge to be the anticipated Closing Date), to review and examine the Global Center 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 terminate this Agreement if, in its sole discretion, Developer determines that the Global Center 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 13.05 hereof. 7.05. Title. (a) Within five (5) days after the Effective Date, the Agency shall furnish to Developer, at Agency's expense, a commitment for the issuance of an owner's policy of title insurance for the Global Center 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 Global Center Site, shall show in Agency a good and merchantable title in fee simple, free and clear of all liens and encumbrances without exception other than those permitted under the provisions of Section 7.14 hereof (the "Permitted Exceptions") in a form reasonably acceptable to Developer and shall be refereed to hereinafter as the "Title Commitment" . (b) If the Title Commitment, any update thereof or subsequent title commitment or the survey delivered to Developer in connection with the Global Center Site shows that the title is defective or unmerchantable or that any part of the Global Center Site is subject to liens, restrictions, easements, encroachments or encumbrances of any nature whatsoever other than those permitted under the provisions of Section 7.14 hereof, Developer shall give Agency a reasonable time (not to exceed sixty (60) days after 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 13.05, unless Developer gives Agency its written waiver of such unacceptable condition of title. The Agency acknowledges receipt of certain correspondence from Hill, Ward & Henderson, P.A., counsel for Developer, to Holland & Knight, LLP, counsel for Agency, dated March 13, 1998, listing certain title and survey objections as contained therein and that such correspondence shall constitute initial notice by Developer of title and survey objections as contemplated by this subparagraph (b) and Section 7.06 hereof. A copy of such correspondence is attached hereto as Exhibit "A -4. " (c) Within thirty (30) days after closing, Agency shall furnish to Developer, at Agency's expense, a standard ALTA Marketability Form B-1970 (Rev. 10/17170 and Rev. 10/17/84) owner's policy of title insurance based on the Title Commitment. Such policy will be issued by the title company that issued the Title Commitment, will be in the amount of the Purchase Price and will insure Developer's fee simple title or easement interests, as the case may be, to the Global Center Site subject to no exceptions other than the exceptions permitted IMR Global Center Project Development Agreement 21 I I pursuant to Section 7.14. Agency shall pay the premium charged for the issuance of any owner I s policy of title insurance to the extent of the Purchase Price showing Developer as the fee simple owner or easement holder, as the case may be, of the Global Center Site. 7.06. Survey. (a) The Agency, at Agency's sole cost and expense, shall employ a surveyor licensed by the State of Florida to prepare a current survey of the Global Center Site, which survey shall be delivered to Developer on or before June 30, 1998. (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 Global Center Site. (ii) Set forth an accurate metes and bounds description of the Global Center Site, the gross number of acres contained in the Global Center 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 Global Center Site from adjoining property and any encroachments from the Global Center 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 Global Center Site and whether such access is paved to the property line of the Global Center Site. (vii) Identify any flood zones as defmed on Federal Flood Insurance Rate Maps (F.I.R.M.) for Pinellas County, Florida that affect the Global Center Site. (viii) Show all applicable set back lines with reference to the source of the set backs. (ix) Show all existing trees located upon the Global Center Site. (The Developer agrees to pay the cost of any tree survey). In the event the survey shows any encroachments of any improvement upon, from or onto the Global Center 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 7.05(b), provided, however, the Developer acknowledges there are certain improvements currently existing on the Global Project Site, including certain paved areas and structures which are not considered to be a title defect for purposes of this Section 7.06, provided, no exception is taken in the Title Commitment with respect to such improvements or the potential right of others (including, but not limited to, any roadway or easement rights). IMR Global Center Project Development Agreement 22 I I 7.07. Rights and Duties of Agency. (a) Agency shall cooperate in good faith with Developer in Developer's evaluation of the Global Center Site and shall execute all documents or perform such other acts, reasonably necessary to enable Developer to satisfactorily complete its evaluation of the Global Center 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. 7.08. Rights and Duties of Developer. (4) The Agency or the City has completed or is proceeding to completion to the satisfaction of the appropriate state environmental regulatory agency with the environmental remediation of the Global Center Site as described in Section 7.22. (5) Utilities are readily available at the boundaries of the Global Center Site at locations satisfactory to the Developer or provision has been made in the Interlocal Agreement for such utilities to be readily available to the Developer's satisfaction. (6) The Developer is determined by the Director of the State of Florida Office of Tourism, Trade and Economic Development to be a "qualified target industry business" within IMR Global Center Project Del'elopment Agreement 23 I I the meaning of Section 288. 1 06(2)(q) , Florida Statutes, and the Developer has entered into a tax refund agreement with the State of Florida Office of Tourism, Trade and Economic Development. (7) Developer shall have received its Building Permit for Phase I, as well as any other Permits required in connection with Phase I of the Global Center Project. (8) The Global Center Project shall be in compliance with the zoning, land use and concurrency requirements for the Global Center Site. (9) Adequate provisions satisfactory to Developer shall have been made for the providing of irrigation water to the Global Center Site, provided that nothing herein is intended or shall be deemed to require the Agency. to undertake or cause others to undertake the drilling or other installation or equipping of any wells to provide irrigation water to the Global Center Site. (10) The Agency shall have either paid or shall reimburse the Developer for all required Site Plan review fees, Building Permit fees and permitting fees and charges imposed by the City, Pinellas County, Southwest Florida Water Management District, the Florida Department of Transportation or other applicable governmental entity with respect to Phase I, and Agency shall also be obligated under this Agreement to payor reimburse Developer for such fees and charges imposed for Phase II and any Subsequent Phases, but not any Subsequent Excess Phases, as provided in Section 3.04(a) hereof. (11) The Agency shall have made provision to use increment revenues attributed to the Global Center Project and deposited in the Agency's conununity redevelopment trust fund for a period of three (3) years from the Completion Date for Phase I of the Global Center Project to pay costs of infrastructure and landscaping improvements in the vicinity in and about the Global Center Site. (12) The Developer shall have qualified for applicable "brownfields" credits and such credits shall have been funded by the State of Florida. (13) The City shall have obtained and have in effect one or more policies of insurance for the environmental indemnification contemplated by this Agreement satisfactory to the Developer and with a limit of coverage of at least Two Million Dollars ($2,000,000). (b) The obligation of the Agency to convey the Global Center 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 11.01 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) 13.01. The Developer is not then in default of this Agreement as provided in Section (3) The Agency shall have approved the Global Center Project Plans and Specifications . (4) The City shall have issued the initial Building Permit for construction of the Phase IMR Global Center Project Development Agreement 24 I I I of the Global Center Project. (5) The Developer shall have approved the Infrastructure Improvements Plans and Specifications and the Infrastructure Schedule. (6) The parties shall have agreed to the construction schedule and milestones for development of the Phase I of the Global Center Project and the Infrastructure Improvements and arrangements for coordination of the construction thereof. 7.11. Closing. Provided all conditions to conveyance of the Global Center Site to the Developer have been satisfied, Developer shall purchase the Global Center Site on or before July 31, 1998 (herein referred to as the "Closing Date"). The parties may mutually agree to change the Closing Date. 7.12. 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 portions of the Global Center Site which are to be conveyed in fee simple to Developer as provided on Exhibit II A-I" and by easement agreements mutually agreeable to Developer and Agency with respect to the Easement Property and the Environmental Easement Property upon which easements will be granted by Agency to Developer as provided on Exhibit "A-3", 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 counselor the title company to vest in Developer title of the Global Center Site as provided herein, all at Agency's expense. (c) Developer shall pay the Purchase Price for the Global Center Site to Agency in immediately available funds acceptable to Agency, and Agency shall immediately deposit the proceeds of the Purchase Price (less any closing costs or applicable adjustments as provided herein) into the Global Center Project Account as contemplated by Section 5.03(a) hereof. (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 Global Center Site prior to the Closing Date. (f) Agency has terminated all original leases, if any, for the Global Center Site or any part thereof and all tenants will have vacated the Global Center Site by the Closing Date. (g) Agency shall deliver to Developer all original documents pertaining to the Global Center Site including licenses and permits, if any. IMR Global CenUr Project Development Agreement 25 I I (h) Agency shall pay for all documentary stamps and transfer taxes, if any, for the deed, and for the preparation, recording and documentary stamps for all closing documents, lien releases and title curative instruments, its own attorney's fees, the premiums for the owner's title insurance policy, and for recording the deed and all other closing costs and expenses. Subject to the provisions of subparagraph (i) of this Section 7.12, the Developer shall pay its own attorney's fees. (i) As contemplated by the Letter Agreement, at closing, Agency shall pay all reasonable costs incurred during the period prior to the closing by Developer in connection with Developer's due diligence, negotiation, study and assessment of environmental matters with respect to the Project Site which have been undertaken or which will be undertaken prior to the Closing Date on behalf of Developer including, but not limited to, fees and expenses of Enviro Assessments, Inc.; Frank & Gramling; Hill, Ward & Henderson, P.A.; and Dames & Moore, solely pertaining to such environmental matters. To the extent that such costs have been previously paid by Developer, Agency, at closing, shall reimburse Developer for any amounts of such costs previously paid by Developer. (j) Closing shall be conducted at the law offices of Holland & Knight, LLP, St. Petersburg, Florida, or elsewhere by mutual agreement. 7.13. Possession. Possession of the Global Center Site shall pass to Developer upon completion of the Closing. 7.14. Condition of Title. Title to the Global Center 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. (b) Comprehensive land use planning, zoning and building ordinances, regulations and requirements adopted by governmental or municipal authority having jurisdiction. Real estate taxes for 1998 and subsequent years that are a lien but not yet due and (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. 7.15. Taxes and Assessments. Agency agrees to pay all taxes and assessments that become a lien on the Global Center Site prior to the Closing Date promptly when due. All special assessments applicable to any portion of the Global Center 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. 7.16. Covenants. Warranties and Representations. IMR Global Center Project Development Agreement 26 I I Agency hereby covenants, warrants and represents to Developer that: (a) The title of Agency to the Global Center 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 Global Center 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 against Agency or the City in any court, tribunal or administrative agency which affects the Global Center Site or which give or will give rise to any claims or liens against the Global Center Site or affect Agency's right to transfer the Global Center 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 tenninated and will be vacated prior to the Closing Date. (e) No work has been performed or is in progress on or at the Global Center Site and no materials have been furnished to Agency or the Global Center 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. (t) No assessment for public improvements or otherwise have been made against the Global Center Site which remain unpaid, including without limitation, any special assessments or those for construction of water, sewer, gas and electric lines, nor have any been proposed. (g) Agency has no information or knowledge of any change contemplated in the applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent land owners or natural or artificial conditions upon the Global Center Site which would prevent, limit, impede or make more costly the present or proposed use of the Global Center 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 Global Center Site. (h) From and after the date hereof, Agency shall refrain from (1) making any material changes on or about the Global Center Site other than as required by this Agreement; (2) creating and incurring or permitting to exist any mortgage, lien, pledge or other encumbrance in any way affecting the Global Center Site; or (3) committing any waste or nuisance on the Global Center 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 Global Center Site, including easements or rights of way, to any person, corporation (public or private), governmental body or political subdivision without the written permission of Developer. IMR Global Center Project Development Agreement 27 I I (j)(I) Compliance with Environmental Law. Except for those matters which are subject to ongoing environmental remediation by Agency as contemplated by Section 7.22 hereof, 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, other than those matters which are subject to ongoing environmental remediation by Agency as contemplated by Section 7.22 hereof. (2) DefInitions. For purposes of this Article 7, the terms in this paragraph (2) shall have the following meanings: (i) "Hazardous Substances" means any substance or material: (a) identifIed in Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 V.S.C. ~9601, 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 V.S.C. ~6901, et seq., as the same may be amended from time to time, or (ii) pollutants, petroleum and petroleum products as defmed 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 Global Center 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. (1) 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 Global Center 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 Global Center Site. (m) There are no facts known to Agency materially affecting the value of the Global Center Site which are not readily observable by Developer or which have not been disclosed to Developer. (n) Present zoning and land use classification of the Global Center Site according to the current and applicable zoning ordinances and the applicable land use plan is satisfactory for the utilization of the site for a 180,000 square foot office development as contemplated by this IMR Global Center Project Development Agreement 28 I I Agreement. There are no proceedings to change such zoning or land use classifications or the conditions applicable thereto. There exists no violation of any requirement or condition to such zoning or land use classifications which is applicable to the Global Center Site. (0) The Global Center Site is not included in any national, state, county or municipal historic registry or similar classification, nor does the Global Center Site does not include any historical or archeological artifacts. (P) The Global Center Site does not presently include human remains from any cemetery; notwithstanding the fact that the Global Center Site at one time did include a cemetery site, such cemetery has been previously transferred from the Global Center Site and all human remains associated therewith have also been so transferred. (q) The Global Center Site has never been used as a landfill or as a garbage dump. (r) 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. (s) 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. 7.17. Condemnation. In the event that prior to the Closing Date, all or any portion of the Global Center 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 Global Center 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 Global Center Site, (b) delete the portion of the Global Center Site condemned or threatened to be condemned from this Agreement, with a proportionate reduction in the Purchase Price, or (c) terminate this Agreement. 7.18. Real Estate Commission. Developer and Agency represent that, except as provided in this Section 7.18, they have not used any brokerage services with respect to the conveyance of the Global Center Site to the Developer as herein contemplated. The Agency and the Developer shall each hold the other hannless 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 to the Agency and the Agency acknowledges that the Developer has retained and used the services of Justice Corporation in IMR Global Center Project Development Agreement 29 J I 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 7.18. 7.19. Maintenance of Global Center Site. Through Closing, the Agency shall maintain the Global Center Site in good order and shall carry reasonable amounts of physical damage and liability insurance on the Global Center Site and any improvements thereon existing as of the date hereof. 7.20. 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. " 7.21. Environmental Indemnity. (a) Agency agrees to indemnify, defend (with the Akerman, Senterfitt & Eidson law firm or other counsel acceptable to Developer) and hold harmless Developer, its officers, directors, employees, agents, attorneys, contractors, lenders, successors and assigns (including but not limited to, any successors or assigns to any interest of Developer in the Project Site) (collectively, "Developer Indemnified Party'') from and against any and all actions (including, but not limited to, lawsuits, enforcement actions, and administrative actions), claims, damages (including, but not limited to, consequential damages but excluding punitive damages), losses (including, but not limited to, losses resulting from increased cost or delays in construction or development and losses resulting from any diminution in value or marketability of the Project Site), expenses, costs (including, but not limited to, all restoration, remediation and clean-up costs), fines, judgments or liabilities whatsoever, including all reasonable attorneys fees, which may at any time be fIled against, imposed upon, incurred by or asserted or awarded against any Developer Indemnified Party or the Project Site, directly or indirectly arising from, out of, related to, pursuant to or in connection with (i) the presence, discharge or release of any Hazardous Substances on, in, under or about the Project Site at any time prior to or at the time of closing; or (ii) the application of any Environmental Law to the acts or omissions of Agency or City or their respective officers, employees, agents, successors or assigns in connection with the Project Site; or (iii) Agency's or City's failure to comply with any Environmental Law with respect to the Project Site. In any action in which any Developer Indemnified Party asserts a claim against Agency under this environmental indemnity, there shall exist a rebuttable presumption that such Hazardous IMR Global Center Project Development Agreement 30 I I Substances were present, released or discharged on or about the Project Site prior to the time of closing. Accordingly, Agency shall have the burden of proving that the Hazardous Substances giving rise to such action or proceeding were not present, released or discharged on or about the Project Site at or prior to the time of closing. With respect to the petroleum, I, 2 dicWoroethane and any other pollution or contamination at the Project Site described in the reports identified in Section 7.22 below, Developer acknowledges receipt of the reports listed therein and represents that, to the best of Developer's knowledge, the presence of the petroleum, 1, 2 dicWoroethane contamination and any other pollution or contamination at the Project Site therein will not increase the cost of, or delay, Developer's current construction or development plans for the, Project Site. (b) To exercise its indemnification rights hereunder, a Developer Indemnified Party shall promptly notify Agency of any such claim in respect of which indemnity is sought hereunder. Any such notice shall be given in good faith, be reasonably specific and shall set forth in reasonable detail, if available, the nature of the alleged loss, claim, damage, expense or liability of the action or proceeding. A Developer Indemnified Party shall advise Agency of all material facts relating to such assertion within the direct and actual knowledge of a Developer Indemnified Party and, in the event of a third party claim or action, shall afford Agency the opportunity, at Agency's sole cost and expense, to defend against such claims, actions or proceedings. In any such claim, a Developer Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at its own expense unless Agency and the Developer Indemnified Party mutually agree in writing to the retention of such counsel at the Agency's expense. (c) A Developer Indemnified Party shall have no right to settle or compromise any claims subject to indemnification hereunder if Agency notifies the Developer Indemnified Party that Agency intends to defend against such claim and undertakes such defense within fifteen (15) days after receiving written notice of such claim, and continues such defense throughout the pendency of such claim. If Agency fails to undertake such defense or continue such defense throughout the pendency of such claim, then, in such event, the Developer Indemnified Party may undertake to settle or compromise any claim upon such terms and conditions as the Developer Indemnified Party deems necessary or appropriate, and all amounts incurred by the Developer Indemnified Party (including its attorneys' fees) in connection with the settlement or compromise of such claim shall be paid by Agency to the extent such amounts are covered by the indemnification provided in this Development Agreement. Except as provided above, Agency shall not be liable for any settlement effected without Agency's consent of any claim for which indemnity may be sought hereunder. (d) The provisions of this Section 7.21 shall survive the expiration or termination of this Agreement. Further, the indemnification provisions contained in this Section 7.21 shall be in addition to any other remedy or indemnification provided to the Developer under this Agreement and the foregoing indemnity shall not in any way be subject to limitations imposed upon Developer with respect to any remedy or indemnification, including, but not limited to, any such limitation contained in Section 10.02 of this Agreement. 7.'22. Envirorunental Remediation of Global Center Site. (a) In addition to the requirements of Section 7.21, Agency shall fully and completely clean up, remove and remediate, and pay all costs and expenses with respect to such remediation, all petroleum and 1,2 dicWoroethane contamination present at the Project Site and as reported in the IMR Global CenUT Project De'llelopment Agreement 31 I I following docwnents: 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. 2. Contamination Assessment Report Addendwn, City of Clearwater, Former Montgomery Wards, 10 South Missouri Avenue, Clearwater, Florida, FDEP Facility #529401089, dated November 1995, prepared by Dow Environmental, Inc. 3. Remedial Action Plan for Former Montgomery Wards, 10 South Missouri Avenue, Clearwater, Florida, FDEP Facility #529401089, dated December 1996, prepared by Post, Bucldey, Schuh & Jernigan, Inc. 4. 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. 5. Letter Report to Tom Stood, Florida Department of Environmental Protection, re: Former Montgomery Wards, 10 South Missouri Avenue, Clearwater, Florida, FDEP Facility ID No. 529401089, dated January 2, 1998, prepared by Post, Buckley, Schuh & Jernigan, Inc. 6. Letter Report to Tom Stodd, Florida Department of Environmental Protection, re: Former Montgomery Wards, 10 South Missouri Avenue, Clearwater, Florida, FDEP Facility ID No. 529401089, dated March 2, 1998, prepared by Post, Buckley, Schuh & Jernigan, Inc. 7. City of Clearwater, 14-Acre Parcel, Located at Missouri Avenue and Cleveland Street, Report, Clearwater, Florida, dated April 10, 1998, prepared by Post, Buckley, Schuh and Jernigan, Inc. 8. Letter Report to Tom Stood, Florida Department of Environmental Protection, re: Former Montgomery Wards, 10 South Missouri Avenue, Clearwater, Florida, FDEP Facility ID No. 529401089, dated June 1, 1998, prepared by Post, Buckley, Schuh & Jernigan, Inc. Agency's obligation under this Section 7.22 to remediate the petrolewn and 1,2 dichloroethane contamination shall be satisfied upon receipt of a non-appealable order or other final agency action from the Florida Department of Environmental Protection ("FDEP") that no further assessment or remedial action is required by FDEP and, if applicable, the issuance of a Site Rehabilitation Completion Order ("SRCO") for the Project Site. In the event FDEP issues a No Further Action ("NF A") Order with Conditions, which conditions shall not delay, hinder, interfere with or render more costly Developer's development of the Project Site, Agency shall be obligated to comply fully with the monitoring and other requirements of the NF A Order with Conditions. In the event FDEP determines that the Project Site is eligible for a NF A Order with Conditions, Developer acknowledges that FDEP may require the current owner of the Project Site to execute a restrictive covenant in the general form and content as that set forth in Exhibit "K." Developer consents to Agency's execution of a restrictive covenant in the general form and content as that set forth in Exhibit "K.1t In the event FDEP's NFA Order with Conditions is issued following transfer IMR Global Center Project Del'elopment Agreement 32 I I of title to Developer of the property subject to the NF A Order With Conditions, Developer agrees to execute a restrictive covenant in the general form and content as that set forth in Exhibit "K," if otherwise required by FDEP. In the event Developer is unable to install an irrigation well on the Project Site for servicing the Project Site, as a result of the restrictive covenant, Agency shall provide Developer in perpetuity with access to water for irrigation purposes in amounts sufficient to irrigate the Project Site at a cost which shall not exceed the cost that Developer would otherwise incur for the installation and operation of irrigation wells in the event the restrictive covenant would not otherwise prohibit such activity. Further, if such restrictive covenant prevents Developer from installing such an irrigation well on the Phase I Property, and, accordingly, Developer installs such irrigation well on the Phase II Property, then, in the event Agency exercises the Phase II option as provided in Section 8.07 hereof, Developer shall be entitled to reserve for the benefit of the Phase I Property such easements as are necessary for the continued use and maintenance of and access to such irrigation well. Agency agrees that it shall undertake such remediation as described above in a manner which does not delay, hinder, interfere with or render more costly Developer's development of the Project Site. 7.23. Reimbursement of Certain Costs Upon Termination for Unsatisfactory Environmental Condition or Unsatisfactory Title or Survey Matters. Agency and Developer acknowledge and agree that they are parties to that certain Side Letter Agreement dated April 7, 1998 (the "Side Letter Pursuant to the Letter Agreement, Agency has committed to reimburse Developer for certain Environmental Costs (as defmed in the Side Letter Agreement) and title and survey review costs (as described in the Letter Agreement) in the event the purchase of the Global Center Site is not consummated as a result of an Unsatisfactory Environmental Condition (as defmed in the Letter Agreement) or in the event that title to the Global Center Site should be determined to be unmarketable or defective (as described in the .Letter Agreement). Accordingly, the parties do hereby incorporate by reference the tenus and provisions of the Letter Agreement as they relate to reimbursement of Environmental Costs or title an<l survey review costs in the event that the purchase of the Global Center Site is not consummated because of an Unsatisfactory Environmental Condition or a title or survey defect as described in the Letter Agreement. 7.24. Reimbursement for Ongoing Environmental Monitoring Costs. Agency agrees that from and after the Closing Date, to and including the termination or expiration of this Agreement, Agency shall reimburse Developer for out-of-pocket costs incurred by Developer with respect to the legal and technical oversight, monitoring or review related to the Agency's environmental remediation obligations under Section 7.22 hereof up to an amount not to exceed $15,000.00 in the aggregate. 1be obligations of the Agency to reimburse such amounts to Developer shall be in addition to any of Agency's indemnity obligations as contained in Section 7.21 hereof. Agency agrees that it shall reimburse Developer for any reasonable amounts expended by Developer for legal or technical oversight, monitoring or review related to Agency's environmental remediation obligations under Section 7.22 hereof and that such reimbursement shall be made within fifteen (15) days following the submittal of an invoice for the same to Agency from Developer. The parties agree to consult from time to time and to agree on the work program to be undertaken with respect to the legal and technical oversight, monitoring or review contemplated by this Section 7.24. 7.25. Purchase of Environmental Easement Property. During the term of the easement pertaining to the Environmental Easement Property, the Developer or successors in title to the Global Center Site may at its election and at any time purchase that part of the Easement Property referred to on Exhibit A-I as the Environmental Easement Property. The Developer IMR Global Cenhr Project Development Agreement 33 I I shall notify the Agency of its intention to purchase the property, which shall be for a nominal purchase price in the amount of $10.00, and the Agency shall prepare a special warranty deed in substantially the form as Exhibit "C" and deliver it to the Developer as soon as possible. The Developer shall be responsible for the payment of any closing or recording costs or fees. This Section 7.25 shall survive the termination or expiration of this Agreement for the term of the easement over the Environmental Easement Property. Further, this option to purchase shall be included in the easement recorded with respect to the Environmental Easement Property. ARTICLE 8. CONSTRUCTION OF THE GLOBAL CENTER PROJECT. 8.01. Site Clearance. The Developer shall be responsible for clearance of the Global Center 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 Global Center Site, including site clearance, shall not be considered a Building Permit for purposes of this Agreement. 8.02. Construction of the Proiect. (a)(1) The Developer shall construct the Global Center Project on the Global Center Site substantially in accordance with the Global Center Project Plans and Specifications therefor. Subject to Unavoidable Delay and the tenns and conditions in this Agreement, the Developer shall commence construction of Phase I of the Global Center Project within ninety (90) days of the Closing Date. (2) For purposes of this Section 8.02, "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 that part of the Global Center Project. (3) If for any reason, including Unavoidable Delay, the Developer does not commence construction of the Global Center Project on or before the ninetieth (90th) day after the Closing Date, then as of that date the Agency shall no longer be obligated to plan, design, construct or install the Infrastructure Improvements in accordance with the Infrastructure Schedule, and Agency and Developer shall thereafter undertake to mutually agree upon a revised Infrastructure Schedule for the design, construction and installation of the Infrastructure Improvements by Agency. (4) The provisions of this subsection (a) apply to the construction of the Phase I of the Global Center Project and not to Phase n, any Subsequent Phase or any Subsequent Excess Phase. (b)(1) After the Commencement Date, the Developer shall continue, pursue and prosecute the construction of Phase I of the Global Center 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 Global Center Site. For purposes of this subsection (b), "abandoned" means to have ceased any construction work which effectively advances the. construction of that Phase toward completion, including all or substantially all the construction work force withdrawing from the Global Center Site. This section shall apply to each Phase I and Phase n of the Project as construction commences on any IMR Global Center Project Development Agreement 34 I I such Phase. (2) All construction work on each Phase I or Phase II of the Global Center Project shall be done substantially in accordance with the Global Center 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 each part of the Global Center 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 Global Center Project, or any part thereof, is not complete by reason of Unavoidable Delay. (c) For purposes of this Section 8.02, "completion," "complete," "substantially complete" or "substantial completion" means, with respect to construction of either of Phase I or Phase II of the Global Center Project, the later of a certificate of occupancy for the shell of any structure(s) (not including any tenant improvements) for that phase of the Global Center Project has been issued by the City or other appropriate governmental authority having jurisdiction over the Global Center Site. (d)(I) For each Phase I and Phase II of the Global Center Project, commencing on the fifteenth (15th) day of the calendar month following the calendar month in which the Commencement Date occurs and continuing until the Completion Date for that Phase, the Developer shall make monthly reports to the Agency in such detail and in such form as may reasonably be requested by the Agency as to the actual progress of the construction of that Phase of the Global Center Project. (2) If the Agency believes adequate progress in the construction of any part of Phase lor Phase II of the Global Center 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 that Phase of the Global Center Project and to respond within ten (10) business days there~fter as to why adequate progress is or is not being made toward completion of that Phase of the Global Center Project. (e)(I) The Developer agrees that each contract between the Developer and a Contractor for any part of Phase I or Phase II of the Global Center 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 Global Center 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). (3) The right of the Agency to cure any default by the Developer as provided in IMR Global CenUr Project Development Agreement 35 I I paragraph (1) above shall be subject and subordinate to the right of the Construction Lender to cure such default. 8.03. Maintenance and Repairs. During the construction of each Phase I and Phase IT of the Global Center Project, the Developer shall, at its own expense, keep that Phase of the Global Center 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. 8.04. Global Center Project Alterations or Improvements. During the construction of any Phase I or Phase IT of the Global Center Project, the Developer may, from time to time, make alterations and improvements, structural or otherwise, to the Global Center Project as the Developer deems desirable and consistent with the Global Center Project Plans and Specifications for the uses 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 Global Center Project Plans and Specifications, the Developer shall notify the Agency of such material change and may submit a change, amendment or revision to the Global Center Project Plans and Specifications to the Agency for review as provided in Sections 4.03 and 4.04 hereof. Nothing in this Section 8.04 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 . 8.05. Completion Certificate. (a)(1) Upon the substantial completion of the construction of Phase I or Phase IT of the Global Center Project in accordance with the provisions of this Article 8 (particularly including subsection 8.02(c)), the Developer shall prepare and execute the Completion Certificate for that Phase, which shall then be delivered to the Agency. Upon receipt of the certificate the Agency shall promptly and diligently proceed to determine if construction of the applicable Phase has been completed substantially in accordance with the Global Center 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 Phase described in the certificate; provided, however, that nothing in this Section 8.05 shall be a waiver of the rights, duties, obligations or responsibilities of the City or any other governmental entity acting in its regulatory or governmental capacity or an approval of said construction for purposes of the issuance of a certificate of occupancy for the Project or any Phase thereof. (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 8.05 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 Phase has been substantially completed in accordance with the IMR GWbaI Center Project Develop11U!nt Agreement 36 I I Global Center Project Plans and Specifications, the issuance of a certificate of occupancy for the Phase shall be a conclusive detennination of substantial completion for purposes of this subsection (a) and, if such certificate has been determined to have been issued, then the Agency agrees to execute the Completion Certificate. (b)(1) If the Agency shall refuse or fail to execute the Completion Certificate after receipt of a request by the Developer to do so, then the Agency shall, within ten (10) days after its receipt of such request, provide the Developer with a written statement setting forth in reasonable detail the reason(s) why the Agency has not executed the Completion Certificate and what must be done by the Developer to satisfy such objections so that the Agency would sign the certificate. Upon the Developer satisfying the Agency's objections, then the Developer shall submit a new request to the Agency for execution of the Completion Certificate and that request shall be considered and acted upon in accordance with the procedures in paragraph (a)(I) for the original request. (c) The Completion Certificate shall be in a form sufficient to be recorded in the public records of Pinellas 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 Pinellas County, Florida, and pay the cost of such recording. 8.06. 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 or any Phase or Subsequent Phase thereof. 8.07. Reourchase of Phase IT Property. (a) In the event Developer shall not have commenced construction of Phase IT of the Global Center Project within four (4) years following the Closing Date, then in such event, Agency shall have an option to purchase the Phase IT Property upon the terms and conditions as set forth in this Section 8.07 (the "Phase IT Property Option"). The Phase IT Property Option shall be exercised by Agency within ninety (90) days following the expiration of the four (4) year period following the Closing Date. The Phase IT Property Option shall be exercised by Agency providing written notice to Developer of its intent to exercise the Phase IT Option within said ninety (90) day period (time being of the essence with respect to such notice). In the event that Agency should fail to provide such written notice of its exercise of the Phase IT Property Option within said ninety (90) day period, then the Phase IT Property Option shall immediately and. automatically lapse. (b) Upon proper and timely exercise of the Phase IT Property Option, Agency and Developer shall undertake to close the conveyance of the Phase IT Property by Developer to Agency within sixty (60) days following the date of notice of the exercise of the Phase IT Property Option upon the following terms and conditions: (I) The price to be paid by Agency to Developer for the Phase IT Property shall equal the price per square foot of the Global Center Site paid by Developer to Agency at the Closing Date multiplied by the square footage of the Phase IT Property, plus Developer's costs of any Infrastructure Improvements or drainage or utility improvements which have been installed by Developer after notice thereof to the Agency and which benefit the Phase IT Property (such costs to be calculated on a pro rata basis based upon the benefit such improvements provide to the Phase IT Property as compared to the Phase I Property) IMR Global Center Project Development Agreement 37 r I (2) The Phase II Property shall be conveyed by Developer to Agency pursuant to a special warranty deed wherein Developer shall reserve for the benefit of the Phase I Property such easements as are necessary for utilities and drainage (and any irrigation well located upon the Phase II Property as provided in Section 7.22 hereof) to assure the continued operation of Phase I in a manner consistent with such operations as of the date of the exercise of the Phase II Property Option and which deed shall be subject to taxes for the year of Closing and the other Permitted Exceptions to which the Phase II Property was subject on the Closing Date. (3) The Phase II Property shall be conveyed by Developer to Agency in its then "AS IS" condition with all faults and without representation or warranty on the part of Developer. (4) Agency shall pay for the cost of any documentary stamp taxes imposed upon the deed conveying the Phase II Property from Developer to Agency. In addition, Agency shall pay for any surveyor title insurance Agency elects to obtain in connection with such conveyance. (c) Until the commencement of construction by the Developer on the Phase II Property or the expiration of the four (4) year period in which such construction was to commence plus the ninety (90) day period during which the Agency may exercise its option to repurchase the Phase II Property, the Developer covenants and agrees with the Agency not to cause any mortgage or lien to be levied, assessed or placed on the Phase II Property with respect to any financing of Developer's construction of the Global Center Project or other corporate fmancings of any type without the prior consent of the Agency. (d) Upon conveyance of the Phase II Property to the Agency pursuant to the exercise of its option to repurchase the Phase II Property, this Agreement shall terminate as provided in Section 13.05. Notwithstanding the foregoing provisions of this Section 8.07, the following obligations of Agency shall survive the termination of this Agreement upon the conveyance of the Phase II Property to the Agency pursuant to the exercise of its option to repurchase the Phase II Property, and shall remain in full force and effect in accordance with the terms of this Agreement: (i) the indemnity obligations of Agency as contained in Section 7.21 and Section 10.02 hereof; (ii) the environmental remediation obligations of Agency as contained in Section 7.22 hereof; (iii) Agency's obligation to use increment revenues attributed to the Global Center Project in the manner set forth in Section 5.09 and in Section 7.1O(a)(1l) hereof; and (iv) any other provision of this Agreement which expressly states it survives expiration or termination of this Agreement. (e) This option to repurchase the Phase II Property shall survive a termination of this Agreement by the Developer pursuant to Section 13.05(f). ARTICLE 9. INSURANCE. 9.01. 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 Global Center Project, or the Phase under construction if less than the entire Global Center Project. All insurance shall be obtained from fmancially responsible insurance companies either duly authorized under the laws of the State of IMR Global Center Project Development Agreement 38 I I 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 9 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)(l) 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. 9.02. Insurance Exclusive of Indemnity. The insurance policies and coverages of the Developer contemplated by this Article 9 are exclusive of, and in addition to, any and all indemnity obligations of the Developer and the Agency under this Agreement. 9.03. No Waiver of Sovereign Immunity. Nothing in this Article 9 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 10. INDEMNIFICATION. 10.01. 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 indemnify, defend and hold harmless, the Agency, its respective agents, officers, or employees from any and all liabilities, damages, penalties, judgments, claims, demands, costs, losses, expenses or attorneys I 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. Notwithstanding anything contained in this Section 10.01(a) to the contrary, the indemnification obligations of Developer under this subparagraph (a) shall not include or extend to any matters which arise out of or relate to the environmental indemnification obligations of Agency as contained in Section 7.21 of this Agreement. IMR Global Center Project Development Agreement 39 I I (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. 10.02. 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 indemnify, defend and hold harmless, the Developer, its respective, officers, and employees from any and all liabilities, damages, penalties, judgments, claims, demands, costs, losses, expenses or attorneys' fees through appellate proceedings, for personal injury, bodily injury, death or property damage arising out of, or by reason of, any act or omission of the Agency, its respective agents or employees arising out of, in connection with or by reason of, the performance of any and all services contemplated by this Agreement, or which are alleged to have arisen out of, in connection with or by reason of, the performance of any and 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 indemnify, defend and hold harmless the Developer, its officers and employees from any and all liabilities, damages, costs, penalties, judgments, claims, demands, losses, or expenses (including, but not limited to, actual attorneys' fees and engineering fees) arising from or attributable to any breach by the Agency, as the case may be, of any covenants, representations or warranties contained in Section 3.02, Section 3.05, Section 7.16 or Section 12.01, or covenants contained in Section 12.02. (c) The Agency's indemnity obligations under this Section 10.02 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 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. (d) The indemnification obligations of the Agency under this Section 10.02 shall be in addition to the indemnification obligations of Agency under Section 7.21, and the indemnification obligations under Section 7.21 of this Agreement shall not in any way be limited by the provisions of Section 10.02 or Section 10.03 hereof. 10.03. Limitation of Indemnification. Notwithstanding anything to the contrary contained herein, with respect to the indemnification obligations of the Developer (as set forth in Section 10.01) and the Agency (as set forth in Section 10.02), the following shall apply: IMR Global Center Project Development Agreement 40 I I (a) the indemnifying party shall not be responsible for damages that could have been, but were not, mitigated by the indemnified party; (b) the indemnifying party shall not be responsible for that portion of any damages caused by the negligent or willful acts or omissions of the indemnified party; and (c) there shall be no obligation to indemnify hereunder in the event that the indemnified party (1) shall have effected a settlement of any claim without the prior written consent of the indemnifying party, or (2) shall not have subrogated the indemnifying party to the indemnified party I s rights against any third party by an assignment to the indemnifying party of any cause or action against such third party . ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER. 11.01. Representations and Warranties. The Developer represents and warrants to the Agency that each of the following statements is currently true and accurate and agrees the Agency may rely upon each of the following statements: (a) The Developer is a Florida corporation duly organized and validly existing under the laws of the State of Florida, has all requisite power and authority to carry on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party, is qualified to do business in the State of Florida, and has consented to service of process upon a designated agent for service of process in the State of Florida. (b) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which Developer is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the Developer, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof: (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 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 form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of the Developer enforceable against the Developer in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors I 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 IMR Global Center Project Development Agreement 41 I I 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 fmancial 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. (t) All fmancial information and other documentation, including that pertaining to the Global Center 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 rne expiration or termination of this Agreement, the Developer will keep original or duplicate records concerning the Project (such as construction contracts, fmancing 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 fmancial 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 Global Center Site from the Agency as contemplated by Article 7. (i) The Developer (with the assistance of its Project Professionals) has the experience, expertise, and capability to develop, cause the construction, and complete the Global Center Project and, oversee and manage the design, planning, construction, and completion of the Global Center Project, and to acquire the Global Center Site as provided herein. 11.02. 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) The Developer shall assist and cooperate with the Agency to accomplish the development of the Global Center Project by the Developer in accordance with this Agreement, and the Global Center 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) The Developer shall comply with all provisions of the fmancing documents for IMR Global Center Project Development Agreement 42 I I any Construction Financing. (e) Subsequent to the Effective Date, the Developer shall maintain its financial capability to develop, construct and complete the Global Center 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 fmancial capability to successfully and completely develop, construct and complete the Global Center Project as contemplated hereby. (f) 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 Global Center Site. (g) Subject to and except as permitted by Section 17.01, prior to the expiration or termination of this Agreement, the Developer shall maintain its existence, will not dissolve or substantially dissolve all of its assets and will not consolidate with or merge into another corporation, limited partnership, or other entity without the prior approval of the Agency, unless the Developer is the surviving entity or retains a controlling interest in the consolidated. or merged corporation, in which case no consent by Agency shall be required. In any event, prior to the expiration or termination of this Agreement, the Developer, will promptly notify the Agency of any changes to the existence or form of the corporation of Developer. (h) The Developer shall not sell, lease, transfer or otherwise dispose of all or substantially all its assets without adequate consideration and will otherwise take no action which shall have the effect, singularly or in the aggregate, of rendering Developer unable to continue to observe and perform the covenants, agreements, and conditions hereof and the performance of all other obligations required by this Agreement. (i) Except for the removal of any structures, plants, items or other things from the Global Center Site after the Closing Date necessary for construction of the Global Center Project to commence and continue, the Developer shall not permit, commit, or suffer any waste or impairment of the Global Center Site prior to the earlier of the Termination Date or the Expiration Date. (j) Provided all conditions precedent thereto have been satisfied or waived as provided herein, the Developer shall design, construct and complete Phase I of the Global Center Project such that it is substantially complete as provided in this Agreement no later than the Completion Date for that Phase. ARTICLE 12. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENCY. 12.01. 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 163, Florida Statutes (known as the Community Redevelopment Act of 1969), has all requisite corporate power and authority to carry on its business as now conducted and to perform its IMR Global Center Project Development Agreement 43 I , 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 (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Agency, (3) contravenes or results in any breach of, or default under or, other than as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the Agency under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which the Agency is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of the Agency outstanding on the Effective Date. (c) This Agreement and, to the extent such documents presently exist in form accepted by the Agency and the Developer, each document contemplated or required by this Agreement to which the Agency is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of the Agency enforceable against the Agency in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d) There are no pending or threatened actions or proceedings before any court or administrative agency against the Agency, or against any officer of the Agency, which question the 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. City. (e) The Interlocal Agreement is a valid and binding obligation of the Agency and the (t) Section 768.28, Florida Statutes, is the only statutory limitation on the Agency's indemnification obligations under this Agreement, and furthermore the Agency's indemnity obligations hereunder are not restricted by anything in its bylaws or in Part ill, Chapter 163, Florida Statutes. 12.02. 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 IMR Global Center Project Development Agreement 44 I I 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 Global Center Project in accordance with this Agreement and the Global Center Project Plans and Specifications, will carry out its duties and responsibilities contemplated by this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will be applicable thereto, and, to the extent 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 Global Center Site, or any part thereof, which will prevent or adversely affect the development of the Global Center 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 fmancial capability to carry out its responsibilities contemplated hereby. (t) So long as this Agreement is in effect and the Developer is not in default hereunder, the Agency shall maintain the Interloca1 Agreement in effect and will not terminate it or do anything or not do anything that would be the basis for the City to terminate such agreement prior to its scheduled expiration. 12.03. Survival. The representations, warranties and covenants of Developer as contained in Section 12.01 and 12.02 hereof shall survive the conveyance of the Global Center Site to the Developer by the Agency. ARTICLE 13. DEFAULT; TERMINATION. 13.01. Default by Developer. (a) Provided the Agency is not then in default of this Agreement under Section 13.02 hereof, there shall be an "event of default" by the Developer upon the occurrence of anyone or more of the following after the Effective Date: (1) The Developer shall fail to perform or comply with any material provision of this Agreement applicable to it within the time prescribed therefor; provided, however, that suspension of or delay in performance by the Developer during any period in which the Agency is in default of this Agreement as provided in Section 13.02 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 IMR Global Center Project Development Agreement 45 I I 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) If an event of default by the Developer described in subsection (a) above shall occur, the Agency shall provide written notice thereof to the Developer, and, if such event of default shall not be cured by the Developer within thirty (30) days after receipt of the written notice from the Agency specifying in reasonable detail the event of default by the Developer, or if such event of default is of such nature that it cannot be completely cured within such time period, then if the Agency is not then in default of this Agreement and the Developer shall not have commenced to cure such default within such thirty (30) day period and shall not diligently prosecute such cure to completion within such reasonable longer period of time as may be necessary then, in addition to any remedy available under Section 13.03, 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. (c) Subject to the rights of the Construction Lender, any Contractor, creditors of the Developer, and others claiming a legal or equitable interest in the Project, or a portion thereof, if the Agency elects under Section 6.06 to cure a default under subsection (a) by the Developer and complete the construction of the Global Center Project, all plans and specifications, working drawings, construction contracts, contract documents, Building Permits, Permits, management agreements, and financial commitments (all only to the extent assignable) with respect to the Global Center Project shall, if such default has not been previously cured, on the day following receipt by the Developer of notice from the Agency of its election to cure under Section 6.06, be deemed then assigned to the Agency making said election, without necessity of any other action being taken or not taken by any party hereto. The Developer shall transfer and deliver to the Agency upon making said election, all assignable Global Center Project Plans and Specifications, working drawings, construction contracts, contract documents, financial commitments, management agreements, and all Permits. IMR Global Center Project Development Agreement 46 I I (d) In the event of a termination of this Agreement pursuant to this Section 13.01, the Agency shall not be obligated to make or to continue to make any payments of any hnpact Fees or using any increment revenues attributed to the Project for Infrastructure Improvements. 13.02. Default by the Agency. (a) Provided the Developer is not then in default under Section 13.01, 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 13.01 hereof will not constitute an event of default by the Agency under this subsection (a). (b)(I) If an event of default by the Agency described in subsection (a) shall occur, the Developer shall provide written notice thereof to the Agency, and, after expiration of the curative period described in paragraph (2) below, may terminate this Agreement, institute an action to compel specific performance of the terms hereof by the Agency or pursue any and all legal or equitable remedies to which the Developer is entitled; provided, however, if the event of default by the Agency occurs on or prior to the Closing Date, any monetary recovery by the Developer in any such action shall not include any lost profits or consequential damages and shall be limited to bona fide third-party out-of-pocket costs and expenses, including reasonable attorneys' fees, incurred by the Developer in connection with the negotiation of this Agreement as well as any investigation, due diligence, development, design or construction costs incurred by the Developer in connection with the proposed acquisition and development of the Global Center 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) In the event a default by the Agency under this Agreement in constructing and completing the Infrastructure hnprovements in accordance with the Infrastructure Schedule and substantially as a result of that default and with the Developer exercising reasonable measures to complete construction of Phase I on schedule, the completion of Phase I of the Global Center Project is not completed so that the structure may be occupied no later than June 30, 1999, then in such event, Developer and Agency agree that Developer shall be entitled as liquidated damages, and not as a penalty, to the sum of $3,419.00 per day for each day of delay in completion of Phase I of the Global Center Project resulting from the default by Agency in completing the Infrastructure Improvements so as to cause the delay in completion of Phase I. Agency and Developer acknowledge and agree that the foregoing amount of liquidated damages has been agreed upon by Agency and Developer because of the difficulty and uncertainty in calculating Developer's actual damages in the event that Agency's default in the timely construction of the Infrastructure hnprovements causes delay in the completion of construction of Phase I of the Global Center Project so that it cannot be occupied as of June 30, 1999. Agency and Developer agree that the foregoing amount of liquidated damages is reasonable and not a penalty. The parties agree that the additional thirty (30) day curative period described in paragraph (3) will not in any event, apply to the extent such curative period results in a delay in Developer's completion and occupancy of Phase I beyond June 30, 1999 for purposes of this paragraph (2). (3) The Developer may not terminate this Agreement or institute an action described in paragraphs (1) or (2) 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 IMR Global Center Project Development Agreement 47 I I 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. (4) In the event of a default by Agency in the construction and completion of the Infrastructure hnprovements which is not cured within the cure period provided in paragraph (3) above, Developer may elect, at its option, without limiting Developer's right to pursue any other remedy provided in this Agreement (including, but not limited to, Developer's right to pursue liquidated damages), to undertake to complete construction of the Infrastructure hnprovements in such a manner as Developer deems reasonably necessary.or appropriate under the circumstances. In such event, the Infrastructure Plans and Specifications, working drawings, construction contracts, contract documents, Building Permits, Permits and any other documents or information related to the construction of the Infrastructure Improvements will be deemed then assigned by Agency to Developer without the necessity of any other action being taken or not taken by any party hereto, and Agency shall undertake all steps as are reasonably necessary to assist Developer in gaining access to the areas upon which the Infrastructure hnprovements are to be made. In the event Developer elects to exercise such construction of the Infrastructure hnprovements, Agency shall be obligated to promptly reimburse Developer for all costs (including any costs of overtime or premium work necessary to achieve the completion of the Infrastructure Improvements in accordance with the Infrastructure Schedule or as required to avoid delay in completion of Phase I), incurred by Developer in connection with such construction of the Infrastructure Improvements, which reimbursements shall first be made from the Global Center Project Account, to the extent that funds are available in the same and shall then be made from such other funds as are legally available to the Agency. Such reimbursement shall include interest on the amounts so expended by Developer at the rate of twelve percent (12 %) per annum from the date such amounts were expended by Developer until the date they have been reimbursed by Agency. (5) Any attempt by the Developer to pursue any of the remedies referred to in paragraphs (1), (2), (3) or (4) 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. (6) 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. 13.03. Obligations. Rights and Remedies Cumulative. Unless specifically stated herein to the contrary, the specified rights and remedies to which either the Agency or the Developer are IMR Global Center Project Development Agreement 48 I I 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. 13.04. 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. 13.05. Termination. (a) The Developer and the Agency acknowledge and agree that as of the Effective Date certain matters mutually agreed by the parties hereto are essential to the successful development of the Project have not been satisfied or are subject to certain conditions, legal requirements or approvals beyond the control of any of the parties hereto or which cannot be defInitely resolved under this Agreement. In recognition of these events or conditions, the parties hereto mutually agree that, provided the appropriate or responsible party therefor diligently and in good faith seeks to the fullest extent of its capabilities to cause such event or condition to occur or be satisfied, the failure of the events or conditions listed in subsection (b) below to occur or be satisfied shall not constitute an event of default by any party under this Article 13, but may be the basis for a termination of this Agreement as provided in this Section 13.05. (b) 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 Global Center 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 Global Center Site is taken by the power of eminent domain so as to render the Global Center 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 Global Center Project on the Global Center Site; (3) The City has denied or failed to approve Infrastructure hnprovements Plans and Specifications or has denied or failed to issue the Building Permit. (4) If the Global Center Project is determined to be a DR!, the DR! development IMR Global Center Project Development Agreement 49 I I order does not allow development of the Global Center Project as contemplated by this Agreement; (5) A moratorium on new construction is imposed by a governmental authority within the City or Pinellas County so as to prevent construction of the Global Center Project to commence; (6) 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 Global Center Project on the Global Center Site, and the Developer cannot obtain a new or replacement certificate or reservation for the Global Center Project. (7) The Global Center Site is not conveyed to the Developer by the Agency due to a condition to closing described in Section 7.10 not being timely satisfied or waived. (8) The Agency cannot as a matter of law pay all hnpact Fees imposed on the Global Project by the City that would otherwise have been paid by the Developer but for the agreement by the Agency to pay those fees. (9) The City fails to approve any zoning, site plan or building plan before July 31, 1998. (10) The City approves an amendment to the Plan which is inconsistent with the Global Center Project being located on the Global Center Site. (11) Utilities are not readily available at the boundaries of the Global Center Site at locations satisfactory to the Developer by the Closing Date. (12) The Agency is not diligently proceeding with the ongoing environmental remediation program described in Section 7.22. (13) The Developer is not determined by the Director of the State of Florida Office of Tourism, Trade and Economic Development to be a "qualified target industry business" within the meaning of Section 288. 1 06(2)(q) , Florida Statutes, and the Developer has not entered into a tax refund agreement with the State of Florida Office of Tourism, Trade and Economic Development. (c) Upon the occurrence of an event described in subsection (b), 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 Global Center 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 (3),(7),(8),(9),(10),(11),(12) and (13). IMR Global Center Project Development Agreement 50 I I (d) In the event of a termination pursuant to Section 13.05(c), 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, except that the Agency shall be responsible for costs pertaining to, Environmental Costs and survey and title review as provided in the Letter Agreement. (e) 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. (t)(1) The Developer may, at its sole election, terminate this Agreement prior to the expiration thereof in accordance with its terms, by paying to the Agency the amount calculated in accordance with this subsection (t), and upon receipt of such payment, the Agency and the Developer shall execute and have recorded a Termination Certificate . as described in Section 13.06. The calculation of the amount to be paid is based upon the square feet of building area not constructed by the Developer multiplied by the out-of-pocket costs by the City and the Agency pertaining to the Global Center Project which benefited the Developer per square foot of building area, based upon a total development of 150,000 square feet of building area. The Agency and the Developer acknowledge and agree that the per square foot costs incurred by the City and the Agency are reasonably estimated to be $6.50 per square foot of building area and the parties hereby accept and agree to that amount for purposes of the calculation of the amount to be paid to the Agency by the Developer pursuant to this subsection (t). (2) After the Closing Date, if the Developer elects to terminate this Agreement then the amount to be paid to the Agency shall be the difference between 150,000 square feet and the total square feet constructed or under construction multiplied by $6.50, provided, however, .if conStruction of Phase IT has not begun at the time the Developer elects to terminate and the Agency's time period in which to exercise its option to purchase the Phase IT Property has not expired, the Agency may exercise its option to repurchase the Phase IT Property as provided in Section 8.07 in lieu of the payment by the Developer pursuant to this paragraph (t). (3) Notwithstanding the foregoing provisions of this subsection (t), the following obligations of Agency shall survive the termination of this Agreement and shall remain in full force and effect in accordance with the terms of this Agreement: (i) the indemnity obligations of Agency as contained in Section 7.21 and Section 10.02 hereof; (ii) the environmental remediation obligations of Agency as contained in Section 7.22 hereof; (iii}Agency's obligation to use increment revenues attributed to the Global Center Project in the manner set forth in Section 5.09 and in Section 7.1O(a)(1l) hereof; and (iv) any other provision of this Agreement which expressly states it survives expiration or termination of this Agreement. (g)(I) In lieu of the termination pursuant to subsection (t), the Developer may, at its sole election and without payment of the fee described in subsection (t) or payment of any other amount, terminate this Agreement if the following amount of total aggregate construction including Phase I, Phase IT, and Subsequent Phases, has commenced on the Global Project Site by the indicated anniversary of the Effective Date: IMR Global Center Project Development Agreement 51 I I 100,000 square feet of building area 3rd Anniversary 125,000 square feet of building area 5th Anniversary. In the event the Developer elects to terminate pursuant to this subsection (g), then the Developer and Agency shall execute a termination certificate as described in Section 13.06 and have it recorded in the public records of Pinellas County, Florida. (2) Notwithstanding the foregoing provisions of this subsection (g), the following obligations of Agency shall survive the termination of this Agreement and shall remain in full force and effect in accordance with the terms of this Agreement: (i) the obligation of Agency to timely pay the fees, charges and Impact Fees contemplated by Section 3.04(a) hereof with respect to any Subsequent Phases (but excluding any such fees, charges or hnpact Fees which relate to Subsequent Excess Phases); (ii) the indemnity obligations of Agency as contained in Section 7.21 and Section 10.02 hereof; (iii) the environmental remediation obligations of Agency as contained in Section 7.22 hereof; (iv) Agency's obligation to use increment revenues attributed to the Global Center Project in the manner set forth in Section 5.09 and Section 7.1O(a)(1l) hereof; and (v) any other provision of this Agreement which expressly states it survives expiration or termination of this Agreement. 13.06. Termination Certificate. (a) In the event of a 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 hereot) and that the Global Center 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 Pinellas County, Florida. The cost of recording the termination certificate shall be paid by the terminating party. ARTICLE 14. UNAVOIDABLE DELAY. 14.01. 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 14.01. (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 IMR Global Center Project Development Agreement 52 I I 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 of reasonable diligence should have become aware) of such occurrence. (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 15. RESTRICTIONS ON USE. 15.01. Restrictions on Use. Prior to the earlier of the Termination Date or the Expiration Date, no use of the Global Center Project or the Global Center Site other than as a corporate headquarters office or professional offices 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 Global Center Project or Global Center 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 15.01. 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 15.01 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. If any release of the restriction imposed by this Section 15.01 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 Pinellas County, Florida, and the cost of such recording shall be paid by the Developer. Nothing in this Section 15.01 is intended to affect or override any law, ordinance, regulation, or other legal restriction not set forth in this Agreement. The restrictions contained in this Article 15 shall not apply to the Construction Lender or any other person who obtains title to the Global Center Project or the Global Center Site through foreclosure or conveyance in lieu of and in anticipation of foreclosure. 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 15.01 survive the tenth (lOth) anniversary of the Effective Date. The parties acknowledge and agree that this Section 15.01 survives the early termination of this Agreement by the Developer pursuant to subsection (g) of Section 13.05 until the tenth (10th) anniversary of the Effective Date, and upon such tenth (10th) anniversary the provisions of this Section 15.01 shall terminate. ARTICLE 16. FIRE OR OTHER CASUALTY; CONDEMNATION. IMR Global Center Project Development Agreement 53 I I 16.01. Loss or Damage to Project. 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 Global Center 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 Global Center Project shall be to the standards, design, plans and specifications of the original construction unless any change therefrom is approved by the Agency. 16.02. Partial Loss or Damage to Project. Any loss or damage by fire or other casualty or exercise of eminent domain to the Global Center Project or Global Center Site, or any portion thereof, which does not render the Global Center Project or Global Center 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 of the Developer's obligations pursuant to this Agreement, subject to an extension of time for an Unavoidable Delay. 16.03. Notice of Loss or Damage to Project. The Developer shall promptly give the Agency written notice of any significant damage or destruction to the Global Center 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 Global Center Project. If the Developer determines the Global Center 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. 16.04. Subject to Financing. The Developer's obligations under this Article 16 are subject to the terms and conditions of the Construction Financing or any other mortgage fmancing in effect at the time any such obligations hereunder would otherwise be applicable. ARTICLE 17. MISCELLANEOUS. 17.01. Assignments. (a)(I) 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 Global Center 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 Global Center 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 Global Center Project, or any part thereof, assumes all of Developer's obligations hereunder for the Global Center 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 IMR Global Center Project Development Agreement 54 I I such release, which shall be in recordable form. (b) An assignment of the Global Center 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 fmancial 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 17.01, 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 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 17.01 and the prior approval of the Agency shall be obtained before such an event shall be effective. 17.02. Successors and Assigns. The terms 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. 17.03. Notices. (a) All notices, demands, requests for approvals or other communications given by either party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by overnight courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To the Developer: To the Agency: Community Redevelopment Agency of the City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 Attention: Robert Keller Information Management Resources, Inc. 26750 U.S. Highway 19 North Suite 500 Clearwater, FL 33761 Attention: Robert Molsick with copies to: with copies to: Albert N. Justice Justice Corporation 19329 U.S. 19th North Clearwater, Florida 33764 City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 Attention: City Manager (b) Notices given by courier service or by hand delivery shall be effective upon delivery and notices given by mail shall be effective on the third (3rd) business day after mailing. Refusal by any person to accept delivery of any notice delivered to the office at the address indicated above (or as it may be changed) shall be deemed to have been an effective delivery as provided in this Section 17.03. The addresses to which notices are to be sent may be changed IMR Global Center Project Development Agreement 55 I I 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. 17.04. Severability. If any term, provision or condition contained this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 17.05. 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. 17.06. 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) If at any time during the term of this Agreement the Developer is not a resident of the State of Florida or has no office, employee, agency or general partner thereof available for service of process as a resident of the State of Florida, or if any permitted assignee thereof shall be a foreign corporation, partnership or other entity or shall have no officer, employee, agent, or general partner available for service of process in the State of Florida, the Developer hereby designates the Secretary of State, State of Florida, its agent for the service of process in any court action between it and the Agency arising out of or relating to this Agreement and such service shall be made as provided by the laws of the State of Florida for service upon a non-resident; provided, however, that at the time of service on the Florida Secretary of State, a copy of such service shall be delivered to the Developer at the address for notices as provided in Section 17.03. 17.07. Agreement Not a Chapter 86-191. Laws of Florida. Development Agreement. The Developer and the Agency acknowledge, agree and represent that this Agreement, including, without limitation, any of the Exhibits, is not a development agreement as described in Sections 19-31, Chapter 86-191, Laws of Florida, codified as Sections 163.3220-163.3243, Florida Statutes. 17.08. 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, IMR Global Center Project Development Agreement 56 I I acknowledge and deliver to the other parties a statement in recordable form certifying that this Agreement has not been modified and is in full force and effect (or if there have been modifications that the said Agreement as modified is in full force and effect and setting forth a notation of such modifications), and that to the knowledge of such party, neither it nor any other party is then in default hereof (or if another party is then in default hereof, stating the nature and details of such default), it being intended that any such statement delivered pursuant to this Section 17.08 may be relied upon by any prospective purchaser, mortgagee, successor, assignee of any mortgage or assignee of the respective interest in the Global Center Project, if any, of any party made in accordance with the provisions of this Agreement. 17.09. Complete Agreement: Amendments. (a) This Agreement, and all the terms and provisions contained herein, including without limitation the Exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements whether written or oral, including the RFP and the Proposal. The Letter Agreement attached hereto as Exhibit "I" is incorporated into and made a part of this Agreement and in the event of a conflict, discrepancy or difference between the terms of the Letter Agreement and this Agreement, then the terms of the Letter Agreement shall control. (b) Any provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. (c) This Agreement cannot be changed or revised except by written amendment signed by all parties hereto. 17.10. 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 defme, 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. 17.11. 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. 17.12. 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. 17.13. 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 Global Center Site, specifically including the conveyance of the Global Center Site by the Agency to the Developer, except for the Justice Corporation. 17.14. Not an Agent. During the term 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 Global Center IMR Global Center Project Development Agreement 57 I I Project, and the Agency is not an agent of the Developer (and any of its agents, assigns, or successors) . 17.15. Memorandum of Development Agreement. The Agency and the Developer agree to execute, in recordable form, on the Effective Date, the short form "Memorandum of Agreement for Development and Disposition of Property," the form of which is attached hereto as Exhibit "D," and agree, authorize and hereby direct such Memorandum to be recorded in the public records of Pinellas County, Florida, as soon as possible after execution thereof. The Agency shall pay the cost of such recording. 17.16. Public Purpose. The parties acknowledge and agree that this Agreement satisfies, fulfIlls and is pursuant to and for a public purpose and municipal purpose and is in the public interest, and is a proper exercise of the Agency's power and authority under the Act. 17.17. 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 taxipg 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. 17.18. Technical Amendments: Survey Corrections. In the event that due to minor inaccuracies contained herein or any Exhibit attached hereto or any other agreement contemplated hereby, or due to changes resulting from technical matters arising during the term of this Agreement, the parties agree that amendments to this Agreement required due to such inaccuracies, unforeseen events or circumstances which do not change the substance of this Agreement may be made and incorporated herein. The Chairman of the Agency is authorized to approve such technical amendments on behalf of the Agency, respectively, and is authorized to execute any required instruments, to make and incorporate such amendment to this Agreement or any Exhibit attached hereto or any other agreement contemplated hereby. 17.19. Term: Expiration: Certificate. (a) If not earlier terminated as provided in Section 13.05, the term 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, ; provided, however, and notwithstanding the foregoing provisions of this Section 17.19, the following obligations of Agency shall survive the expiration of this Agreement and shall remain in full force and effect in accordance with the terms of this Agreement: (i) the obligation of Agency to timely pay the fees, charges and Impact Fees contemplated by Section 3.04(a) hereof with respect to any Subsequent IMR Global Center Project Development Agreement 58 I I Phases (but excluding any such fees, charges or Impact Fees which relate to Subsequent Excess Phases); (H) the indemnity obligations of Agency as contained in Section 7.21 and Section 10.02 hereof; (Hi) the environmental remediation obligations of Agency as contained in Section 7.22 hereof; (iv) Agency's obligation to use increment revenues attributed to the Global Center Project in the manner set forth in Section 5.09 and Section 7.1O(a)(1l) hereof; and (v) any other provision of this Agreement which expressly states it survives expiration or termination of this Agreement. (c) The Agreement Expiration Certificate shall be in such form as will enable it to be recorded in the public records of Pinellas County, Florida. Following execution by all of the parties hereto, the Agreement Expiration Certificate shall promptly be recorded by the Developer in the public records of Pinellas County, Florida, and the Developer shall pay the cost of such recording. 17.20. 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 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 17.15 hereof. IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals affIxed as of the 18th day of June, 1998. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF W AT , FLORIDA By: . ,City Attorney By: ~ INFORMATJPN MANAGEMENT RESOURCES, INe, B::AOrida~ f _ Satish K. Sanan, Pre~ . ATTEST: C\.I~/ By: ~ Secretary O\L\f p~ (SEAL) IMR Global Center Project Development Agreement 59 I I STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me thiSll~ of June, 1998, by RITA GARVEY and CYNTHIA E. GOUDEAU, Chairperson an ity Clerk, respectively, of Community Redevelopment Agency of the City of Clearwater, Florida, They are personally known to me or have produced valid Florida drivers' I' es as identification. (~~~) COTTlE REEHLING l!IJ~~ M'f COMMISSION # CC469924 EXPIAEB ~:.. . j Septembor 30, 1999 <-1.~(;;~ 8ONllEO THRU TROY FAIN INSURANCE, IC. 'Ilin"" STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _ day of June, 1998, by S.A<\<;11 K. ~~I).N and OII...\P PC\1"H, ,PP-..~S.Q~fIf {ceo and ~~U.f#~'f ,respectively of Information Management Resources, Inc., a Florida corporation. They are personally known to me or have produced a valid driver's license as identification. "~,.. SHIRLEY RETH . .' 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" . --..---.. ....M-l.D.. ."1/18 SEE PLANS IN FILE j; :=) o en EXHIBIT EASEMENT 1 I - " A - 3 " PROPERTY R/ II D.~. 15 1-.7 1 2 3 4 5 r~ 16 ~~'\,~ 6 1$"'15 7 14 ~~ '> 8 o...(() ~~"12 ~/ 9 .., 11 10 18-.1l'.l ~~"5 w v 1~ C2l~~' ~ 20 ~~~p~~1~i ~ VAC J; ~- 4( ~ fJ\t~ct ___ . _oU.- '\79 ........-21 ~ ~ -< 25 A.... 4\.22 €2l -,. 26 23 o i z lU W ~ ~. ~ ~~ L:.~ '" l3l ~V ~ -q,-$ ~?/ .....~ ~~ .." 6 @ CLEVELAND ~ ~ N I '--- '2 21/02 21/03 21/04 21/05 21/07 ~ NORTH SCALE: 1'..200' '-- 21/06 R/W 3219-3<46 STREET v y V..V Y V ~1..J:l,,_~~ )H~ Y 23k;1~i{, /2~? ~ J~ ~~~V / v ~~O V 2'/ v.<~O I~ ^ 35 34 ~~ Y ~Y 36 49n-355 w :=) 7 Z (" 130 ~ VA~ ,.~S_ 61-50" -< BROWNEll I I I I H 37 Voe. 8257-75 /R. W ADt-zJ:. lS S JB L&J 76512>> 321~ Ol~ CP..!'. ] OTS STREET 8 9 l%J 10 11 12 13 14 \ 2 & 5 4-32 ~ , "'<?s- ~ l"- el Z J: (I) ~ 3 1 4;e 1 I ~~~.5 ~ ~......~~ I 'llrS'.~ ~ .3 ~~ 1727-"11II v~ In!\7_7!\ PIERCE S1 (f VT) OJ ~ 11 !.;dj~1719 21 ~ 8 ... ".' Co) 9 ~ 0' 12 14 16 18 20 Voe. 8257-75 ~ !l ~ q".$ ~ ii: :=) o en (I) 3 28 27 26 ~~2!: 1 ~ ~24 ,. 2 8~23 _ -'~~ ~ r 22 "::> 3 0 F) l:O ~ ~ ~ I, 4 ~ 11 ,;;( 9 @ ~ ::!i lO 5 0. ~13 12 I ):.c:.~/ 8 7 6 5 4 3 2 ~ ~1 -~-19 ~~v / I ~~. PAJ~Gl:TIS SU ~ ~ 20 Rtf r~ ~-17401~ ~ V I ~ GOuLD .... S'Ei T 18 ~<5 7' V CiI:W o.R. 5859-1727 17 15'1.41~~ ~~,*C'~O 8 ~ ~ 17 [;.S lSl OF ORIC. I 016 ~ 16 ~~. 2 9 ~ j; 14 15 / 19 22 ~ 2g ~:. ~~ 25 ; oj; 1 4 5 7~~'r-' ~H / ~I/.Jf /.[F)/ 8,,7 6 5 4 ~ 2MO~SE ~ 7 itll& ~dN IA 13 12 11 f10 '9 tJ5, IT G, J~ 3,~ 2 3 t2J.. 12 V )/ I ~ ~ :t: ~. .Q;o . STREET I I I ... ANNExA-J.OWC 11/18/98 EVANS LAND SURVEYING 734 3821 P.El4 I I L.AW OFFICES OF' HILL. WARD & HENDERS N , 'b.....E~~E O""C$ 8"RI(SO"~C T>40"'.5 w. e~.clC 1o'....Ill'C "TT...W..." eOR~ANO G~tGO~Y'" BilOW" R. SCOTT eROW'" MIC.....E~ P BR UNOAOE CON"'O~~Y L. C~"'RI( SCOff w Dlees S. KATHERINe F"R.o.z'CR DONNA J. ,,"UOGE TRO" A. FU"RMAN RoeERT M. F'v~ TON """"'T'N L.. G"lIe'.. JON..T....N S. GI~BERT ROBEIIT B. GOVGti. III .,)OHN e. G"ANDO"". III WI~L.IAM C, GVERRANT. JR. L.INOA D. ~ART~EY '1<0104.0.$ ..,. HtNDERSON. m PAME~A S. HERMAN 8e:N.JA""N H. HIL.~, IU MAY-13-1998 PRO'I:$SIONA~ All'O(;'..T,O.. JOH" L. HO~CO"'1I C......c:~t..E (DWAAO!i HONt'I'WEU STECHCI'/ OIl, j.jVOOI. T'MOTHY A. I-4VN' JON...'H....N P. Jc......c""c.... LAR.. L. JONE!! W. HA"'CTO.. KCEN DAVID L. KlAN DAVID T. KNIO'" ......DRew J. LuBRANO Ooua......!! P. MCC~VRG BRETT J. PRESTON R. JAMES Roeel"~. JQ. W. LAWRENCE SMITN STtDHEN B. STIIA!lI<E It JE"'~/Io.E TRVDEAU TdE 0.....,0 R. TYAR[L~ DeNNIS P. WAOOO"EII O"VIO E. WARD. JR. O. KEITH W'CI(ENOEN S,,,T[ 3700 . B"'UIETT P~AZA 10. E".T K[..NCC" BOV~Cv"RO TAMPA. FLORIOA 33602 (813) 221-3900 TELECOCIER (81)1 221.2900 M"'LING ADDRESS POST On"CE Box 223. T"M~"'. F'LORIO.. 33601 March 13, 1998 Donald R. Mastry, Esq. Holland & Knight, LLP One Progress Plaza 200 Central Avenue, Suite 1600 St. Petersburg, Florida 33601 \'P.' t9 ... ~ID) \:;.~ . ,\; .~ ~~~-~I~ ~~" Holland" Xnlght VIA TELECOPY Re: IMRlCity of Clearwater Our File No.: 51379-001 Dear Don: We have had an opportunity to review that certain title Cf:mitment with an effective date of January 23, 1998, as prepared by Commonwealth Land Title Ins ranee Company, Commitment No. CLJ06038 (the "Commitment"), together with that certain survey repared by Evans Land Surveying, Inc. with the latest date being January 19, 1998 (the "Survey"). eloware listed our objections and comments to survey and title, as follows: The Commitment: 1. Schedule A Item l~ The owner's policy to be issued Shoutr be the Form B-1970 (Rev. 10.17- 70 and REV. 10-17-84). . Schedule A. Item 3' The legal description in the Commitfllent and on the. Survey must match each other. They presently do not. The insured property 'will also need to include the access and utility easement which is contemplated on the So~th side of the property running to Gould Street. I would note that the Survey must also .ipclude this easement area. We will also require a Contiguity Endorsement to confirm tha~ the easement parcel and the main parcel share a COl)'U11on boundary. In addition, the ,nsured propeny must include the proposed off site drainage area and the means of getti~n to such drainage area. Again, the Survey must include this area. A Contiguity Endorsemen should also be issued with respect to the common boundary between this easement area d the main parcel. At such time as the surveyor and title company have agreed upon a sui~ble legal description, we may also require a Contiguity Endorsement as to the various parcels making up such legal description. I , EX A-L( P.04 2. 113:28 734 3821 95% 7. EVANS LAND SURVEYING I 734 3821 I . . I P.8S March 13, 1998 Page 2 3. hr n II r in' Must be deleted prior to or at closing. We will provide the evidence required i item 6. Please advise us as to the status of the action to quiet title as referenced in Item 4. te are concerned that the timetable for satisfaction of this requirement may interfere with t~e proposed development schedule. As you know, the property to which this requirementfelates is right in the center of the overall project site. Also, please advise us as to the time able for the satisfaction of Items 8, 9, and 10. 4. . Must be deleted at closing. B- 5. Schedule B - Section 2 Items 9. 10 and 11: We did n t receive copies of the instruments referenced in these items. We must reserve the right to 0 ~ect to these items pending receipt of the underlying instruments as well as the locating of hese items on the Survey. The Survey: 1. The surveyor should be provided a copy of the Commitrpent and the title exceptions shown on Schedule B-Section 2 of the Commitment to assist ih the preparation of the Survey. A "note" should be incorporated in the Survey, such as tthis survey was prepared with the benefit of Commonwealth Land Title Insurance CompanY, Commitment No. CL306038, with an effective date of [correct date]. '/ The Survey must satisfy the Minimum Technical Standar1s set forth by The Florida Board of Professional Land Surveyors in Chapter 61G 17 - 6, Flqrida Administrative Code, pursuant to Section 472.02, Florida Statutes and must include tie attached sUJVeyor's certificate. The Survey must show the ingress/egress easement area as well as the off site drainage easement area and provide suitable legal descriptions 1'r each of these areas. The Survey should show not only the boundary f the property, but also interior improvements. In this regard, I would note that an aerial hotograph which I reviewed of the property indicated some sort orroad bisecting the property which is not shown on the Survey. We need to make sure that there will be no exception Cdr this road or any similar matters of survey. I The surveyor will need to locate all easements shown irl title. I The surveyor must confirm that the boundaries of the ptoperty fronting on Madison Street, Cleveland Street and Missouri Avenue form one and tJe same line with the public right-of- way for such streets. The surveyor's notes should be deleted. A3 noted abov , the surveyor should show that the survey has been prepared based upon the Commitment, the interior improvements should be located, the surveyor should verify his bearings to the cu'rrent Survey, and all power Jines on or across the property must be shown. I. I I 2. 3. 4. s. 6. MAY-13-1998 10:28 734 ;821 <;lS% P.05 EVANS LAND SURVEYING I 734 3821 I I I p.e6 March 13, 1998 Page 3 8. In the event that any property is taken along Madison Str~et for additional city right-of-way, this property taken should be properly shown and the square footage of the same calculated so that the purchase price may be accordingly adjusted. 9. Once the revised survey has been prepared, you will nee to receive a specific list of survey exceptions for our approval. The Survey should be certified to: Holland & Knight, L~P; Hill, Ward & Henderson, P.A.; Commonwealth Land Title Insurance Company; Thej City of Clearwater; Information Management Resources, Inc.; and Justice Corporation.. . The swveyor should provide a certification that the legal JescriPtion described on the survey forms one continuous parcel ofland without gap, gore, tverlap or hiatus. Don, thank you for your continued attention in this matter. I Sincerely, 10. 11. HILL, W~D & HENDERSON, P.A. ~YL- R. James Tbbins. Jr. f RJR/J10/psm cc: Mr. A.N. Justice (via telecopy) Dilip Patel, Esq. (via telecopy) Mr. Walt Batansky (via telecopy) MAY-13-1998 10:29 734 3821 95% p.e6 '. (c) (d) (e) (f) EYANS LAND SURVEYING I 734 3821 , ! I I p.a7 To: Hill, Ward & Henderson, P.A.; Holland & Knig t, LLP; Commonwealth Land Title Insurance Company; The City of Clearwater; In ormation Management Resources, Inc.; and Justice Corporation, I hereby certify that on the _ day of . 99_: (a) this survey was made on the ground as per the fl, Id notes shown on this survey and correctly shows (i) the boundaries and areas of the subject property and the size. location, and type of buildings and improvements Ithereon and the distance therefrom to the nearest facing exterior property lines ofthe~ubject property; (ii) the location of all rights-of-way, easements and any other m4ners of record (of which I have knowledge or have been advised, whether or not of record) affecting or benefiting the subject property; (iii) all abuning dedicated pu lie streets providing access to the subject property, together with the width an name thereof; and (iv) all other significant items on the subject property; (b) except as set forth below, there are no (i) encroach ents upon the subject property by improvements on adjacent property, (ii) encroach ents on adjacent property, streets, or alleys by any improvements on the subject I property; (iii) party walls; or (iv) conflicts or protrusions. The exceptions to the lbove statements are as follows: (if none, so state), ingress to and egress from the subject property is provided by (name ofstreets). the same being paved, dedicated public right(s)-pf-way maintained by (name of maintainine authority). I all required building set-back lines on the subject property are located as shown hereon. the property (does) (do~s Dot) lie within a flood lain or flood prone area. that this survey meets the Minimum Technical jtandards for Land Surveying in the State of Florida I I Registered Public Surveyor Registratiqn No. I I I J F:\WP6I \WORK\IUR\IMR\S\1\l VI! Y.CER MAY-13-1998 10:30 734 3821 95% P,07 SEE PLANS IN FILE ~. .. I I EXHIBIT "e" STATE OF FLORIDA ) SPECIAL WARRANTY DEED COUNTY OF PINELLAS ) KNOW ALL MEN BY THESE PRESENTS, that the COMMUNITY REDEVELOPENT AGENCY OF THE CITY OF CLEARWATER, a body politic and corporate of the State of Florida, whose address is 112 S. Osceola Avenue, Clearwater, FL 32521 , as "Grantor," for and in consideration of Ten and 00/100 Dollars ($10.00), and other good and valuable consideration, the receipt of which is hereby acknowledged, does bargain, sell, convey and grant unto INFORMATION MANAGEMENT RESOURCES, INC., a Florida corporation, as "Grantee," whose address is 26750 U.S. Highway 19 North, Suite 500, Clearwater, Florida 34621, its successors and assigns forever, the real property, situate, lying and being in Pinellas County, Florida, more particularly described in Exhibit "A-I" attached hereto. 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 claim 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 WITNESS WHEREOF, the said Commnity Redevelopment Agency of the City of Clearwater, Grantor, has executed these presents, causing its name to be signed by its Chairman this day of , 1998. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER ATTEST: Executive Director By: Chairman Witness: C-l .,,. ) I EXHIBIT "C" Print: Print: STATE OF FLORIDA COUNTY OF PINELLAS Before the subscriber personally appeared and , personally known to me to be the individuals described by said names, who executed the foregoing instrument, and to be the Chairman and Executive Director, respectively, of the Community Redevelopment Agency of the City of Clearwater, a body politic and corporate, and acknowledged and declared that they, as Chairman and Executive Director of said agency, and being duly authorized by it, signed its name and affixed the seal hereto and executed the said instrument for and on behalf of it and as its act and deed. Given under my hand and seal this day of ,1998. NOTARY PUBLIC Signature: Print: State of Florida at Large My Commission expires: This instrument prepared by: ORLl-230149.2\ 707\39817-6 June 18, 1998 C-2 " .. I I EXHIBIT "D" MEMORANDUM OF DEVELOPMENT AGREEMENT [IMR Global Center Project] This Memorandum of Agreement for Development and Disposition of Property ("Memorandum") is made this _ day of , 1998, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), whose address is 112 S. Osceola Avenue, Clearwater, FL 32521, and INFORMATION MANAGEMENT RESOURCES, INC., a Florida corporation (the "Developer"), whose address is 26750 U.S. Highway 19 North, Clearwater, FL 34621. This Memorandum pertains to an Agreement for Development and Disposition of Property (lMR Global Center Project), by and between the Agency and the Developer, dated as of June 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 and the granting of certain easements (the "Global Center Site") for the development and construction of the Infrastructure Improvements and the Global Center Project, as same are defined in the Development Agreement. The Development Agreement is incorporated herein and made a part hereof by reference as fully as though it were set forth herein in its entirety, It is the intention of the parties to hereby ratify, approve and confirm the Development Agreement as a matter of public notice and record. Nothing herein shall in any way affect or modify the Development Agreement, nor shall the provisions of this Memorandum be used to interpret the Development Agreement. In the event of conflict between the terms of this document and those contained in the Development Agreement, the terms in the Development Agreement shall control. A copy of the fully-executed Development Agreement is on file 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 June, 1998. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA D-l ,. 1 I By: . as Its Chairman (SEAL) ATTEST: By: , as Its: Executive Director INFORMATION RESOURCES, INC. MANAGEMENT By: , as Its (SEAL) ATTEST: By: , as Its: Secretary STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _ day of June, D-2 I I 1998, by , Chairman of the Community Redevelopment Agency of the City of Clearwater, a body corporate and politic of the State of Florida, on behalf of the Agency. He is personally known to me or has produced a valid driver's license as identification. (SEAL) 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 June, 1998, by of Information Management Resources, Inc., a Florida corporation, on behalf of the corporation. He is personally known to me or has produced a valid driver's license as identification. (SEAL) Printed/Typed Name: Notary Public-State of Florida Commission Number: ORLl-230146.2\ 707\39817-6 June 18, 1998 D-3 l ' I I EXHffiIT "E" GLOBAL CENTER PHASE COMPLETION CERTIFICATE [IMR Global Center Project] 1 This Global Center Phase Completion Certificate ("Certificate") is made this _ day 2 of , _, by and between the COMMUNITY REDEVELOPMENT AGENCY 3 OF TIlE CITY OF CLEARWATE~ FLORID~ a public body corporate and politic of the State of 4 Florida (the "Agency"), whose address is 112 S. Osceola Avenue, Clearwater, FL 32521, and 5 INFORMATION MANAGEMENT RESOURCES, INC., a Florida corporation (the "Developer"), 6 whose address is 26750 U.S. Highway 19 North, Clearwater, FL 34621. 7 This Certificate pertains to an Agreement for Development and Disposition of 8 Property (IMR Global Center Project), by and between the Agency and the Developer, dated as of 9 June 18, 1998 (the "Development Agreement"), which provides, among other things, for the sale of 10 property within a project site as described in Exhibit" A" attached hereto and made a part hereof and 11 the granting of certain easements (the "Global Center Site") for the development and construction 12 of the Infrastructure Improvements and the Global Center Project, as same are defined in the 13 Development Agreement. 14 As provided in Section 8.05 of the Development Agreement, the construction and 15 installation of of the Global Center Project has been completed 16 substantially in accordance with the requirements of the Development Agreement and such 17 improvements are substantially complete. The parties hereto acknowledge and agree that such 18 Phase of the Global Center Project has been so completed and have executed this Certificate as 19 conclusive determination of such completion and satisfaction of the Developer's obligation under 20 the Development Agreement to construct and install such Phase. 21 A copy of the fully-executed Development Agreement is on file with the City Clerk, 22 City of Clearwater, Florida, located at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which 23 is available for review and copying by the public. A copy of the Global Center Project Plans and 24 Specifications for this Phase is on file with the City Engineer, City of Clearwater, Florida, located 25 at City Hall, 112 S. Osceola Avenue, Clearwater, Florida, which is available for review and copying 26 by the public. 27 IN WITNESS WHEREOF, the parties hereto have set their hands and their respective 28 seals affixed as of the _ day of 29 COMMUNITY REDEVELOPMENT AGENCY 30 OF THE CITY OF CLEARWATER, FLORIDA E-l c I I 1 2 3 By: , as Its Chairman 4 (SEAL) 5 ATTEST: 6 By: 7 ,as 8 Its: Executive Director 9 10 INFORMATION MANAGEMENT RESOURCES, INe. 11 12 13 By: , as Its 14 (SEAL) 15 ATTEST: 16 17 18 By: , as Its: Secretary E-2 L ~. I I 1 STATE OF FLORIDA 2 COUNTY OF PINELLAS 3 The foregoing instrument was acknowledged before me this _ day of 4 by , Chairman of the Community Redevelopment Agency of the City 5 of Clearwater, a public body corporate and politic ofthe State of Florida, on behalf of the Agency. 6 He is personally known to me or has produced a valid driver's license as identification. 7 (~ 8 9 Printed/Typed Name: 10 Notary Public-State of Florida II Commission Number: 12 STATE OF FLORIDA 13 COUNTY OF PINELLAS 14 The foregoing instrument was acknowledged before me this _ day of 15 _, by ofInformation Management Resources, Inc., a Florida corporation, 16 on behalf of the corporation. He is personally known to me or has produced a valid driver's license 17 as identification. 18 (SEAL) 19 20 Printedffyped Name: 21 Notary Public-State of Florida 22 Commission Number: ORL1-\707\39817-6 June 18, 1998 3:19 pm E-3 I I EXHIBIT "F" INFRASTRUCTURE IMPROVEMENTS COMPLETION CERTIFICATE [IMR Global Center Project] This Infrastructure Improvements Completion 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 Property (lMR Global Center Project), by and between the Agency and the Developer, dated as of June 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 and the granting of certain easements (the "Global Center Site") for the development and construction of the Infrastructure Improvements and the Global Center Project, as same are defmed in the Development Agreement. As provided in Section 5.05 of the Development Agreement, the construction and installation of the Infrastructure hnprovements have been completed substantially in accordance with the requirements of the Development Agreement and such improvements are substantially complete. The parties hereto acknowledge and agree that such Infrastructure hnprovements have been so completed and have executed this Certificate as conclusive determination of such completion and satisfaction of the Agency's obligation under the Development Agreement to construct and install the Infrastructure hnprovements. A copy of the fully-executed Development Agreement is on file 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. A copy of the Infrastructure Improvements Plans and Specifications is on file with the City Engineer, 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 theirtrespective seals affIxed as of the day of COMMUNITY REDEVELOPMENT AGENCY F-l (SEAL) ATTEST: By: Its: Executive Director (SEAL) ATTEST: By: Its: Secretary STATE OF FLORIDA I I OF THE CITY OF CLEARWATER, FLORIDA By: Its Chairman , as INFORMATION RESOURCES, INC. By: Its , as F-2 , as . as MANAGEMENT I I 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) 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) Printed/Typed Name: Notary Public-State of Florida Commission Number: ORLl-230150.2\ 707\39817-6 June 18, 1998 F-3 I 1 . EXHIBIT "G" AGREEMENT EXPIRATION CERTIFICATE [IMR Global Center Project] This Agreement Expiration Certificate ("Certificate") is made this _ day of , _, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARW A TER, 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 Property (IMR Global Center Project), by and between the Agency and the Developer, dated as of June 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 and the granting of certain easements (the "Global Center Site") for the development and construction of the Infrastructure Improvements and the Global Center Project, as same are 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 17 .19(b) of the Development Agreement, which specifically survive the expiration thereof, and that the Global Center Site is no longer subject to any restriction, limitation, or encumbrance imposed by the Development Agreement. This Certificate has been executed by the parties to the Development Agreement as provided in Section 17.19 thereof and constitutes a conclusive determination of satisfactory completion of all obligations under such Agreement and that the Development Agreement has expired, except for those matters which survive as noted above. A copy of the fully-executed Development Agreement is on file 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 G-l I ... (SEAL) ATTEST: By: , as Its: Executive Director (SEAL) ATTEST: By: , as Its: Secretary I COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: . as Its Chairman INFORMATION RESOURCES, INC. MANAGEMENT By: , as Its G-2 I I A 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) 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) Printed/Typed Name: Notary Public-State of Florida Commission Number: ORLl-230 148.2\707\39817-6 June 18, 1998 G-3 I I EXHIBIT "H" AGREEMENT TERMINATION CERTIFICATE [IMR Global Center Project] This Agreement Termination Certificate ("Certificate") is made this day of , , by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARW A TER, 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 Property (lMR Global Center Project), by and between the Agency and the Developer, dated as of June 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 and the granting of certain easements (the "Global Center Site") for the development and construction of the Infrastructure hnprovements and the Global Center Project, as same are defined in the Development Agreement. The Development Agreement has terminated in accordance with its own terms as provided in Section 13.05 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 13.06 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 Global Center Site is no longer subject to any restrictions, limitations or encumbrances imposed by the Development Agreement. A copy of the fully-executed Development Agreement is on file 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 REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA H-l I (SEAL) ATTEST: By: , as Its: Executive Director (SEAL) ATTEST: By: , as Its: Secretary STATE OF FLORIDA COUNTY OF PINELLAS I By: Its Chairman . as INFORMATION RESOURCES, INC. By: MANAGEMENT , as Its H-2 I I 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) 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) Printed/Typed Name: Notary Public-State of Florida Commission Number: ORLl-230147.2\707\39817-6 June 18, 1998 H-3 # I I CITY OF CLEARWATER P.01/05 ,"""" "'Cl,.';:.~L Of rf/~" .."_\ ~""'11_,,,-~7;'''... ,~..., ......~~ ..~.. ,I, -~;, .- ..~.. , . (~n.. _ :~::_.~.<: .~~ . ,9_ "'P~-:. ~.. ~~.." ..,~-\, "~~~I,"""r~~,. ..#...)1TE~,.,,' "'6" PosT OFFIcE Box 4748, ClEARIt'.l.TEll. FI.l)Rm.... 337S8-47~8 CnvlW.L, 112 SOli1i OSCEouA\'Et'l'E. ClLo.R\l....TEIl,. f(.()l(Jlv. 3r56 TELEPHOSE (813) 562.'Wto F..\.'\( (tH3) 562.,iO;2 CO~.l.fl:~['l'Y REDEVaor~'E:-j AGENCY NATURE SAVER" FAX MEMO 01616 Date T From April 7) 1998 Phone' faJ/o 7-~'Ic./ - S-.J. ~~ FaY. I 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 A venue on the east and Madison Street on the west with a southerly boundary located approximately 150 feet nonh of Gould Street (the "Propeny") 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 eRA have agreed as follows: 1. For the purposes of this Lener 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, 199-1-) prepared by Dow Environmental) Inc. (ii) Contamination Assessment Report Adc'~adum) City of Clearwater) former Montgomery Wards, 10 South Missouri Avenue. Clearwater, Florida, FDEP Facility #529401089, dated Nov:ember 1995, prepared by Do'W Environmental) Inc. (i) "EQI;A1. E.>.fl'LO't101E''T A.."D AFFIR.\t..m'E ACTION eMFWYrJ(" E'A. :I- ,APR-07-1998 11: 36 Mr. Satish K. Sanan April 7, 1998 Page 2. I I P.02/05 (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 Stood, 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,lnc. (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.j and Dames & Moore. (c) UnsatisfactorY Environmental Condition. Unsatisfactory Environmental Condition shall mean a reasonable determination by IMR. that the environmental condition of the Property i~ 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 defmed under any applicable federal, state or local statutes, laws or regulations) are above concentrations tbat 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 cenain 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 eRA obtains (Q 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 RPR-07-1998 11:37 P.03/05 Mr. Satish K. Sanan April 7, 1998 Page 3. I I 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 pany, 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 impacu 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, sub lessees 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 panies 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 mongages on part or all of the Property, or any interest therein, sublessees 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 (~ and (i~ above, for the operation of either of such subparagraphs to be effective, the eRA shall provide a written indemnity to !MR, 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 eRA or on its behalf, to EnviroAssessmenu, 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. ~ ~as also authorized its real estate legal counsel, Hill, Ward & Henderson, P.A., to proceed With title and survey review of the Property ~ith respect to the Project. In the event that tide to the Propeny should be determined to be unmarketable or tide to or survey of the Property has d~fects which in th~ .re~onable judgment of IMR would not permit or materially delay or matenally effect the utilIzatIon of the Property for the development of the Project, and such ..A:.. . APR-07-1998 11:37 Mr. Satish K. Sanan April 7, 1998 Page 4. I I P.04/05 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 Propeny for the reasons stated in this paragraph (in this regard the CRA acknowledges its receipt of correspondence dated March 13, 1998, detailing various of lMR's objections to tide 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, CO~TY REDEVELOPMENT AGENCY of the CITY OF CLEARWATER, FLORIDA, A Municipal Corporatio By: Attest: .:) By: .' rCynthia Goudeau, City ACKNOWLEDGED AND AGREED TO: INFORMA nON MANAGEMENT RESOURCES. INC. By: Name: Title: .;1 y.' , I I defined in Chapter 62-770 F.A.C. exists on the Property. Also documented 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: I. 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 preapproval 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 2 ~,' ~ I I 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 respective 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 3 I I Print Name of Notary Public Commission No. Commission Expires: IN WITNESS WHEREOF, the Florida Department of Environmental Protection has executed this instrument, this _ day of , 199_. Signed, sealed and delivered in the presence of: By: FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION 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: 4 DATE IMM/DDIYY) 7/22/99 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE <i.iijSitjS:.~:kYB 'ifjSli A COROME!llml~I,~IIHi~~.I".~'ftI,.'.~I"~~I':I~I.III~~.).~.~~..}.................. PRODUCER Aon Risk Services of Florida 7650 W. Courtney Campbell Cswy Suite 800 Tampa, FL 33607 813-636-3500 INSURED COMPANY A ST. PAUL GUARDIAN INS. CO. COMPANY B FIREMAN'S FUND INSURANCE CO IMRglobal Corporation 100 South Missouri Avenue Clearwater, FL 33756 COMPANY C NATIONAL UNION FIRE INS CO PA THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE IMM/DD/YYI DATE IMM/DDIYYI GENERAL LIABILITY GENERAL AGGREGATE A X COMMERCIAL GENERAL LIABILITY TE05800069 7/17/99 7/17/00 PRODUCTS - COMP/OP AGG CLAIMS MADE [!J OCCUR PERSONAL & ADV INJURY OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE FIRE DAMAGE (Anyone fire) MED EXP (Anyone person) AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) A X HIRED AUTOS BODILY INJURY A X NON-OWNED AUTOS (Per accident) TE05800069 7/17/99 7/17/00 PROPERTY DAMAGE GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE C X UMBRELLA FORM BE7012861 7/17/99 7/17/00 AGGREGATE OTHER THAN UMBRELLA FORM WOftKERS COMPENSATION AND OTH ER B EMPLOYERS' LIABILITY DWP80817587 7/17/99 7/17/00 THE PROPRIETOR/ INCL EL DISEASE - POLICY LIMIT PARTNERS/EXECUTIVE OFFICERS ARE: EXCL EL DISEASE - EA EMPLOYEE OTHER OESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEMS RE: IMR/DEVELOPMENT AGREEMENT WITH THE CITY OF CLEARWATER FILE #477002-002 2000000 2000000 2000000 2000000 500000 10000 1000000 25000000 25000000 500000 500000 500000 CITY OF CLEARWATER 112 S OSCEOLA AVENUE CLEARWATER, FL 33756 SHOULD ANY OF THE ABOVE DESCRIBEO POLICIES BE CANCELLEO BEFORE THE EXPIRATION OATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 2.L DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLOER NAMED TO THE LEFT. BUT FAILURE T M L SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY REPRESENTATIVES. 010340000 '~(/~:~Ae&ijpP'&ijij&AA'ttQN::1jij$