Loading...
EAST END PROJECT '-' .. - ~..".A I I November 29, 1994 Mr. Peter Gozza, Executive Director community Redevelopment Agency city of Clearwater 112 S. Osceola Avenue Clearwater, Florida 34616 Re: East End project Dear Mr. Gozza: This letter of intent sets forth the understanding of Kimberly Enterprises, Inc. (the "Developer") and the City of Clearwater, Florida, and the community Redevelopment Agency of the City of Clearwater, Florida (collectively, the "City") as to the general terms and conditions for the disposition and use of real property located in the downtown redevelopment area of the City (as more particularly described below) on which the DevelopeJ~ will cause the development of a mixed-use project i.ncluding ~ntertainment, restaurant, hotel, and retail uses (the "Project"), The parties agree that it is their intention to 9roceed forward with the planning and evaluation of the project and to negotiate the terms of a definitive development agreement. The parties acknowledge and agree that the City today received and conditionally accepted the Developer' s proposal for the development of the project received by the City on or before November 23, 1994, in response to the notice published by the City on October 25, 1994, and the City designated the Developer as the party with whom the City would exclusively negotiate the terms of the development of the Project and the disposition of the Property subject to the terms of this letter of intent and within the time periods provided herein. The parties recognize and acknowledge that as of this same date the city has received a response to the notice from the National Comedy Hall of Fame proposing to locate that facility on the Property and authorized negotiation of an agl~eement to that effect with the National Comedy Hall of Fame. Between the date of this letter of intent and continuing until the date set forth below by when a development agreement: is intended to be entered into, the parties will proceed as follows: 1. Pro;ect Feasibilitv Analvsis. The Developer will promptly undertake a study of the feasibility of the Project and will through that process and at the completion of the study inform the City of the status and results of the study. J 1-- 07 b '.[: / /, \.' .: '. 1 I East End Letter November 29, 1994 Page 2 The Developer will be responsible for the cost of such study, including the expense of any consultants retained by the Developer. The parties will mutually agree as to the consultants or any other persons who will do the feasibility study. In the event the Developer does not proceed with the Project and the City desires to retain the feasibility study and use it for future development of the Property, then the ci ty will purchase the study from the Developer for an amount equal to the out-of-pocket expenses paid by the Developer for the study. The parties agree that it is their mutual intention that the feasibility study will be completed no later than the earlier of one hundred twenty (120) days from the date hereof or seventy-five (75) days after the Developer has obtained tentative leasing commitments from prospective tenants in the project as described below. During the time the feasibility study is being done, the Developer shall have access to the Property without causing undue disruption of existing tenants. 2. Leasinq/Purchasinq Commitments. The Developer will promptly and diligently proceed to contact and negotiate with prospective tenants/purchasers in the Project. The Developer shall seek to obtain tent~tive leasing commitments or letters of intent to lease or purchase space in the project from tenants or purchasers who will collectively lease or purchase at least thirty-eight percent (38%) of the total leasable space in the proj ect. The Developer will keep the city informed of the status of su~h contacts and negotiations and the amount of space committe:!. The parties agree that it is their mutual intention that. the leasing commitments or letters of intent contemplated by this paragraph will have been obtained no later tban the forty- fifth (45th) day after the date of this letter of intent, or January 13, 1995. The Developer will promptly notify the city when the leasing commitments or purchasa contracts for the amount of space set forth above have been obtained. Should the Developer not obtain such leasing commitments or purchase contracts by January 13, 1995, then the City may rescind the designation of the Developer set forth above as the developer of the project, or it may extend the time for the Developer to obtain the leasing commitments, which extension mayor may not also, in the discretion of the city, extend the time period set forth in paragraph 1. for the commencement and completion of the feasibility study. 3. DeveloDment Aareement. The parties agree to promptly and diligently negotiate and prepare a defin.Ltive agreement setting forth the terms and conditions for the use of the 1 I East End Letter November 29, 1994 Page 3 Property and the development and use of the project. It is the intent of the parties to complete the agreement and present it to the governing body of the City for its consideration no later than the end of the time period for completion of the feasibility study. ... Commencement of Construction. It is the understanding and intention of the parties that subject to the conditions set forth herein, specifically including the development agreement being entered into by the parties, the Developer will commence construction on the Project no later than ninety (90) days following the completion of the feasibility study and entering into the development agreement. s. ProDerty Disposition. The parties recognize and acknowledge that the development agreement described in paragraph 3 will include provisions detailing the disposition of the Property to the Developer for development of the Project. The parties agree that the principal points to be included in that agreement pertaining to such disposition of property are: a. Survey: The city will have provided a survey of the Property to the Developer. b. Value of the ProDertv: The value of the Property shall be determined by an appraisal done by an appraiser mutually agreed upon by the City and the Developer. The appraisal shall be completed wi thin ninety (90) days after the completion of the feasibility study and prior to the commencement of construction. c. closing: Closing on the disposition of the Property from the City to the Developer should take place no later than ninety (90) days after the feasibility study is completed or when the city conveys title of all or a portion of the property. d. Extension of Closinq: The Developer may extend the date of the closing for up to six (6) months upon notice to that effect to the city which contains evidence satisfactory to the city that the Developer has diligently pursued its development, feasibility studies and financing of the project and that it is unable to close and promptly proceed with constr.uction of the project for reasons beyond its control. " f I I East End Letter November 29, 1994 Page 4 e. Brokeraqe commission: No brokerage commission shall be paid for the disposition of the Property to the Developer by the city. f. other provisions: other provisions to be included in the agreement shall be: (1) The Developer receiving an adequate title insurance policy. (2) The Developer has exclusive and quiet possession upon closing. (3) Proration of any taxes on the payable that are either due and payable or have accrued as of the date of closing. (4) The Developer may assign its rights, duties and obligations under the agreement to any entity in which Kimberly Enterprises, Inc. or Kimberly Denise individually (collectively referred to herein as "Kimberly") has a financia.l interest, provided that the city shall approve any assignment if Kimberly does not have a majority or controlling interest in the proposed assignee. (5) Prior to closing, the City will remedy any environmental problems or hazardous conditions at the Property which would prevent or adversely affect development of the project on the Property. (6) The terms of an equitable return tu the city from the revenues derived from the Project. 6. Infrastructure: The parties understand the City may be responsible for participating in providing certain infrastructure to serve the Property, including, but not limited to, certain parking facilities, sewer, water, fire protection and impact fees. The parking facilities shall have no fewer than six hundred fifty (650) parking spaces. 7. Exclusivity: So long as this letter of intent remains in effect and the city has not rescinded the designation of the Developer described above, the City agrees that it will not solicit or accept any offers from anyone other . f. I I East End Letter November 29, 1994 Page 5 than the Developer to purchase, lease, develop or otherwise use the Property. The parties recognize, acknowledge and agree that nothing contained herein is intended to grant to or vest in the Developer any right or interest in the Property other than the relationship and actions specifically described herein. This letter of intent does not create or establish any vested rights or property interests for the Developer. The parties acknowledge and agree that the purpose and effect of this letter is to establish a preliminary relationship between the City and the Developer and a framework for proceeding with the evaluation, analysis and planning of the Project and the negotiation of the definitive terms and conditions for the development of the Project. The parties further recognize and agree that no consideration has been paid or given by either party to the other for this letter of intent and neither party shall be entitled to any compensation or reimbursement should this letter of intent be terminated or the project not proceed except as may be specifically provided herein. Please evidence the city's acceptance of this letter of intent by the signature of an authorized official of the City being placed in the space provided below. You should retain one original counterpart for the city's records and return one to the Developer. sincerely, KIMBERLY ENTERPRISES, INC., a Georgia corporation ~.~ By: / VI( m y);) en_is e , presid nt CITY OF CLEARWATER, FLORIDA and COMMUNITY REDEVELOPMENT AGENCY OF THE CITY 0 CLEARWATER, FLORIDA A~t' Rita Garvey, 1994.