INTERLOCAL AGREEMENT REGARDING CLEARWATER AUTOMOTIVE
INTERLOCAL AGREEMENT
(Clearwater Automotive)
This INTERLOCAL AGREEMENT (the "Agreement"), made and entered into as of this
1 ih day of July, 2006, 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"), and the CITY OF CLEARWATER, FLORIDA, a Florida municipal
corporation (the "City").
WIT N E SSE T H:
WHEREAS, it is the purpose and intent of this Agreement, the parties hereto, and the
Florida Interlocal Cooperation Act of 1969, as amended and codified as Section 163.01, Florida
Statutes (the "Cooperation Act"), to permit the Agency and the City to make the most efficient
use of their respective powers, resources and capabilities by enabling them to cooperate on the
basis of mutual advantage and thereby to provide the property, facilities and services provided for
in this Agreement in the manner that will best accord with the existing and anticipated resources
available to each of them and with geographic, economic, population and other factors
influencing the needs and developments within the downtown community redevelopment area in
the corporate limits of the City and the area of operation of the Agency; and
WHEREAS, it is the purpose of the Cooperation Act to provide for a means by which the
Agency and the City may exercise their respective powers, privileges and authorities which they
share in common and which each might exercise separately; and
WHEREAS, the Agency is responsible for the implementation of the redevelopment plan
for the redevelopment, rehabilitation and improvement of the community redevelopment area in
the City; and
WHEREAS, the City and the Agency desire to have an approximately 3.42683 acre site
located in the community redevelopment area in the downtown area of the City (the "Project
Site") redeveloped and rehabilitated by private sector development; and
WHEREAS, the City and the Agency are willing to cooperate and provide assistance to
each other and, to the extent permitted by law, assist the private development of the site, all in
such means and manner as will promote the rehabilitation and redevelopment of the community
redevelopment area, benefit the local economy, and be of substantial benefit to the Agency and
the City; and
WHEREAS, the Agency has been established and is authorized to exercise its powers
available under Part III, Chapter 163, Florida Statutes, as amended (the "Redevelopment Act"), to
aid, assist and cause the acquisition of the Project Site and make it available for sale, in whole or
in part, to private sector developers, and to aid, assist, and cause the development, design, and
construction of a project thereon; and
WHEREAS, the City is the custodian of certain funds and is acting as the "lending
institution" pursuant to the Brownfields Cleanup Revolving Loan Fund ("BCRLF") established;
and
WHEREAS, the City, in its Resolution No. 05-19 (attached as Exhibit "A") approved the
application of $350,000 of funds to be provided to the City by the United States Environmental
Protection Agency (the "EPA") as part of the Brownfields Cleanup Revolving Loan Fund to
assist the CRA in connection with contracts entered into by the CRA for the environmental
cleanup of the Project Site; and
WHEREAS, the City and the Agency are now in agreement that it is more efficient for
the City, rather than. the CRA, to use its resources and capabilities to directly enter into the
contracts for environmental cleanup of the Project Site; and
WHEREAS, the City and the Agency further agree that the cleanup may exceed
$350,000, as provided for by Resolution No. 05-19, and wish, in furtherance of accomplishing
the cleanup, to hereby provide that the parties agree that the City may allot additional monies in
its sole discretion in the form of a loan to the CRA, or, in the alternative, either the CRA or the
City may take on the financial responsibility to fund any such shortfall each in its sole discretion;
and
NOW, THEREFORE, in consideration of the mutual covenants of this Agreement, the
Agency and the City agree as follows:
ARTICLE 1
AUTHORITY AND OBLIGATIONS
1.1 Authority to Contract. This Agreement is entered into pursuant to the provisions
of Section 163.01, Florida Statutes, Section 163.400, Florida Statutes; Part ill, Chapter 163
Florida Statutes; Chapter 166, Florida Statutes; Resolution No. 81-68 of the City adopted on
August 6, 1981, and other applicable provisions of law, all as amended and supplemented from
time to time.
1.2 Original Funding; for the Cleanup and Authority for City to act on behalf of CRA
in contracting for Environmental Services related thereto. The City shall provide the Agency
funds from the City's BCRLF in the amount of $350,000 for the purpose of remediation of the
property known as the Clearwater Automotive Site, 205 South Martin Luther King A venue,
Clearwater, Florida, 33756, consisting of approximately 3.42683 acres. Such funds may only be
used for the purposes stated in that certain Cooperative Agreement between the City and the
EPA, dated August 17, 1999 ("Cooperative Agreement") in connection with the establishment of
the BCRLF, as summarized in Exhibit 1 of Resolution No. 05-19 (attached hereto and
incorporated herein), including the requirement that the cleanup be completed within one year of
the commencement thereof unless otherwise extended by the EP A. The City also agrees that it
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and/or the CRA shall provide in any contract for such environmental cleanup any language
required by the EP A in connection therewith. Further, the City is hereby authorized and directed
to enter into any and all contracts necessary to fulfill the requirements and conditions of the EP A
as contained in the Cooperative Agreement.
1.3 Authority for the City and/or the CRA to fund the cleanup in excess ofthe original
amount allotted under City of Clearwater Resolution No. 05-19. The City and the CRA are
hereby collectively or individually authorized to fund the cleanup in excess of the $350,000
provided for in Resolution No. 05-19 each at its own discretion. Further, the City may, in its sole
discretion, allot additional monies in the form of a loan to the CRA.
ARTICLE 2
DEFINITIONS
2.1 Definitions. As used in this Agreement, the following terms, when initially
capitalized, shall have the following meanings:
(a.) "Act" means Section 163.01, Florida Statutes, Part ill, Chapter 163, Florida
Statutes, Chapter 166, Florida Statutes, Resolution No. 81-68 of the City adopted on August 6,
1981, and other applicable provisions of law, all as amended and supplemented.
(b.) "Agency" means the Community Redevelopment Agency of the City, as created
by Resolution No. 81-68 of the City, adopted by the City Council on August 6, 1981, including
any amendments thereto, and any successors or assigns thereto which can exercise
redevelopment powers.
(c.) "Agreement" means this Interlocal Agreement between the Agency and the City,
including any amendments, revisions and exhibits thereto.
(d.) "Area" means the area located within the corporate limits of the City having
conditions of slum and blight (as those conditions are defined in the Act) as found by the City
Council in Resolution No. 81-67 adopted by the City Council on August 6, 1981.
(e.) "Authorized Representative" means the person who is the duly authorized and
designated representative of the City or the Agency, respectively, as provided in Section 3.3
hereof.
(f.) "City" means the City of Clearwater, Florida, a Florida municipal corporation, and
any successors or assigns.
(g.) "Governing Body" means, in the case of the Agency, the governing body of the
Agency, and the City Council of the City in the case of the City, or any successor board, Council
or Council thereto.
(h.) "Project Site" means the approximately 3.42683 acre parcel of real property
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located in the Area, all as more particularly described in Exhibit "B" (Site Identification Table
and Locator Map,)
2.2 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. The words "party" or "parties" when referring to the initial
signatory parties to this Agreement shall also mean and include any successor or assign of such
party. References to "Agency" and "City" may refer to and include the Authorized
Representative thereof designated in accordance with Section 3.3 to the extent the Agency or
City has authorized its authorized representative to act on its behalf.
2.3 Florida Statutes. Any and all references herein to the "Florida Statutes" are to
Florida Statutes (2005), as amended by any session law enacted during any regular or special
session of the Legislature of the State of Florida convening subsequent to the Effective Date, and
which become law in accordance with the Constitution of the State of Florida.
ARTICLE 3
PURPOSE, FINDINGS, INTENT
3.1 Purpose. The purpose of this Agreement is to induce, encourage and assist the
redevelopment of the Area through assistance and cooperation in the environmental cleanup of
the Project Site. It is also the purpose of this Agreement to define and delineate the
responsibilities and obligations of the parties to this Agreement, and to express the desire of the
parties to cooperate together to accomplish the purposes and expectations of this Agreement.
3.2 Findings. It is hereby ascertained, determined, declared and found by the parties
hereto that:
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(a.) The Area (in which is located the Project Site) contains one or more slum and
blighted areas and that the rehabilitation or redevelopment of the Area (including specifically the
Project Site) is necessary in the interest of the public health, safety, morals and welfare of the
residents of the City;
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(b.) The Project Site is of significance to the Area and represents an area with a
substantial impact and effect on the Area in terms of its location, size, prominence and proximity
to the downtown core.
(c.) It is a necessary and appropriate exercise of the redevelopment powers available
to the Agency to provide such assistance as is reasonably necessary to cause the redevelopment
of the Project Site so it will be a significant development in the Area and will enhance the quality
of life and the aesthetic and useful enjoyment of the downtown area of the City by the eradication
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of the conditions of slum and blight found there, all in accordance with and in furtherance of the
Act as implemented by the Plan.
(d) The development of the Project is appropriate to the needs and circumstances of,
and shall make a significant contribution to, the economic growth of the area of operation of the
Agency, and shall serve a public purpose by, among other things, advancing the economic
prosperity, the public health and general welfare of the State and its inhabitants, and promoting
the rehabilitation of the City and eliminating and preventing the creation and spread of blighted
areas in the area of operation of the Agency and the corporate limits of the City.
3.3 Authorized Representative.
(a) Each party may from time to time designate one or more individuals to be its
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 9.9 hereof. The written
notice of the Authorized Representative shall indicate the authority that may be exercised by the
Authorized Representative.
(b) Except as otherwise expressly provided in this Agreement, whenever approval or
action by the City 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
ARTICLE 4
PROJECT SITE
4.1 Ownership of the Proiect Site. As of the Effective Date, the Agency is the owner
of the Property of the Project Site.
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ARTICLE 5
REPAYMENT TO BCRLF
5.1 Repayment to BCRLF. The funds so appropriated by the City to the BCRLF and
utilized by the CRA shall be repaid to such BCRLF as specifically outlined in Sections 3 and 4 of
Resolution No. 05-19 (attached).
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties of the Agency. The Agency represents and
warrants to the City that each of the following statements is presently true and accurate and can
be relied upon by the City:
(a.) The Agency is the duly created and designated community redevelopment agency
of the City, a validly existing body politic and corporate of the State, has all requisite corporate
power and authority to carry on its business as now conducted and to perform its obligations
under this Agreement and each document contemplated hereunder to which it is or will be a
party.
(b.) This Agreement and each document contemplated hereby to which the Agency is
or will be a party has been duly authorized by all necessary action on the part of, and has been or
will be executed and delivered by, the Agency and neither the execution and delivery thereof, nor
compliance with the terms and provisions thereof or hereof: (a) requires the approval and
consent of any other party, except such as have been duly obtained, (b) contravenes any existing
law, judgment, governmental rule, regulation or order applicable to or binding on the Agency, or
(c) contravenes or results in any breach of, default under or result in the creation of any lien or
encumbrance upon any party under any indenture, mortgage, deed of trust, bank loan or credit
agreement, applicable ordinances, resolutions or any other agreement or instrument to which the
Agency is a party, specifically including any covenants of any bonds, notes or other obligations
of the Agency outstanding on the Effective Date.
(c.) This Agreement and each document contemplated hereby, to which the Agency is
or will be a party constitutes, or when entered into will constitute a legal, valid and binding
obligation of the Agency enforceable against the Agency 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' rights generally and subject to usual
equitable principles in the event equitable remedies are involved.
(d.) There are no pending or, to the knowledge of the Agency, threatened actions or
proceedings before any court or administrative agency against the Agency, which question the
validity of this Agreement or any instrument or document contemplated herein, or which are
likely in any case or in the aggregate to materially adversely affect the successful redevelopment
of the Project and the consummation of the transactions contemplated hereunder or the financial
or corporate conditions of the Agency.
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(e.) This Agreement does not violate any laws, ordinances, rules, regulations, orders,
contracts, or agreements that are or will be applicable thereto.
6.2 Representations and Warranties of the City. The City represents and warrants to
the Agency that each of the following statements is presently true and accurate and can be relied
upon by the Agency:
(a.) The City is a validly existing municipal corporation of the State, has all requisite
corporate power and authority to carry on its business as now conducted and to perform its
obligations under this Agreement and each document contemplated hereunder to which it is or
will be a party.
(b.) This Agreement and each document contemplated hereby to which the City is or
will be a party has been duly authorized by all necessary action on the part of, and has been or
will be executed and delivered by, the City and neither the execution and delivery thereof, nor
compliance with the terms and provisions thereof or hereof: (i) requires the approval and consent
of any other party, except such as have been duly obtained, (ii) contravenes any existing law,
judgment, governmental rule, regulation or order applicable to or binding on the City, or (iii)
contravenes or results in any breach of, default under or result in the creation of any lien or
encumbrance upon any party under any indenture, mortgage, deed of trust, bank loan or credit
agreement, applicable ordinances, resolutions or any other agreement or instrument to which the
City is a party, specifically including any covenants of any bonds, notes or other obligations of
the City outstanding on the Effective Date.
(c.) This Agreement and each document contemplated hereby to which the City is or
will be a party constitutes, or when entered into will constitute a legal, valid and binding
obligation of the City enforceable against the City 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' rights generally and subject to usual equitable
principles in the event equitable remedies are involved.
(d.) There are no pending or, to the knowledge of the City, threatened actions or
proceedings before any court or administrative agency against the City, which question the
validity of this Agreement or any instrument or document contemplated herein, or which are
likely in any case or in the aggregate to materially adversely affect the successful redevelopment
of the Project and the consummation of the transactions contemplated hereunder or the financial
or corporate conditions of the City.
(e.) This Agreement does not violate any laws, ordinances, rules, regulations, orders,
contracts, or agreements that are or will be applicable to the City.
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ARTICLE 7
INDEMNIFICA TION
7.1 Indemnification bv the Agency.
(a.) In consideration of the City entering into the agreements for environmental
cleanup and such other actions as are provided for herein, and other valuable consideration, to the
extent permitted by law, the Agency shall pay, indemnify and save harmless the City, its agents,
guests, invitees and employees from all suits, actions, claims, demands, damages, losses and
other reasonable expenses and costs of every kind and description to which the City, its agents,
guests, invitees or employees may be subjected to by reason of injury to persons or death or
property damage, loss of monies or other loss caused or allegedly caused, in whole or in part,
resulting from any omission, negligence or fault of the Agency, its agents or employees, the
environmental consultants, or their contractors or subcontractors in connection with (i) any
environmental cleanup, building, construction, installation or development work, service or
operation being undertaken or performed by or for the Agency in, on, under, or over the Project
Site, or (ii) any uses, occupancy, maintenance, repair and improvements, or operation of all or
part of the Project Site by or for the Agency; provided, however, such indemnification shall not
be applicable to the extent a decision or judgment of a court of competent jurisdiction holds that
any injury to persons or death or property damage was the result of acts of omission, negligence
or fault of the City, its agents or employees.
(b.) This Section 7.1 shall not be deemed or construed to provide any indemnification
by the Agency for the benefit of any third parties other than the City nor as a waiver by the
Agency of any liability of the City which the Agency may be entitled to recover damages
notwithstanding any provision of this Agreement to the contrary.
(c) In addition to the requirements of Section 7.1(a.), the City agrees that it will, on
behalf of the Agency, remediate the Project Site in accordance with the Brownfield Site
Rehabilitation Agreement (BSRA) dated September 26, 2005, between the City and the Florida
Department of Environmental Protection (the "Department").
ARTICLE 8
DEFAULT; TERMINATION
8.1 Default bv the Agency.
(a.) Provided the City is not then in default under this Agreement as set forth herein,
there shall be an "event of default" by the Agency under this Agreement upon the occurrence of
anyone or more of the following:
(i.) The Agency shall fail to perform or comply with any material provision of
this Agreement; or
(ii.) The Agency shall make a general assignment for the benefit of its
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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 as bankrupt or insolvent, or shall file a petition
seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any present or future statute, law or regulation or shall file an answer
admitting, or shall fail reasonably to contest, the material allegations of a petition filed against it
in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee,
receiver or liquidator of the Agency or any material part of its properties; or
(iii.) Within sixty (60) days after the commencement of any proceeding by or
against the Agency 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 if, within sixty (60) days after the appointment
without the consent or acquiescence of the Agency or any trustee, receiver or liquidator of the
Agency or of any material part of its properties, such appointment shall not have been vacated.
(b.) If an "event of default" as described herein shall have occurred, the City, after
giving thirty (30) days written notice of such event of default to the Agency, and upon expiration
of such thirty (30) day notice period, if such event of default has not been cured, the City shall
seek to enforce the terms of this Agreement.
8.2 Default by the City.
(a.) Provided the Agency is not then in default under this Agreement as set forth
herein, there shall be an "event of default" by the City under this Agreement upon the occurrence
of the following: (i) the City shall fail to perform or comply with any material provision of this
Agreement.
(b.) If an "event of default" as described herein shall have occurred, the Agency, after
giving thirty (30) days written notice of such event of default to the City, and upon expiration of
such thirty (30) day notice period, if such event of default has not been cured, the Agency shall
seek to enforce the terms of the Agreement.
8.3 Obligations. Rights and Remedies Exclusive. The rights and remedies specified
herein to which either the Agency or City are entitled are exclusive and are intended to be to the
exclusion of any other remedies or means of redress to which the Agency or the City may
otherwise lawfully be entitled.
8.4 Non-Action on Failure to Observe Provisions of this Agreement. The failure of
the Agency or the City to promptly insist upon strict performance of any term, covenant,
condition or provision of this Agreement, or any exhibit hereto or any other agreement
contemplated hereby shall not be deemed a waiver of any right or remedy that the Agency or the
City may have, and shall not be deemed a waiver of a subsequent default or nonperformance of
such term, covenant, condition or provision.
(a.) In the event of a termination of this Agreement as provided for herein, neither the
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City nor the Agency shall be obligated or liable one to the other in any way, financial or
otherwise, for any claim or matter arising from or as a result of this Agreement or any actions
taken by the City or the Agency, or both, thereunder or contemplated hereby; provided, however,
that if any suits, actions, claims, or demands of any kind shall be made against the City or the
Agency, or both of them, seeking damages, expenses and costs (including attorneys' fees), or any
other relief, arising from or as the result of any omission, negligence or fault of the City or the
Agency in connection with this Agreement or any actions taken by the City or the Agency, or
both of them, hereunder or contemplated hereby, the indemnification provisions of Article 7
hereof shall apply and shall survive termination of this Agreement.
8.5 Termination Certificate
(a) In the event of a termination of this Agreement prior to the Expiration Date, each
of the parties hereto does covenant and agree with the other to promptly execute a certificate
prepared by the party electing to terminate this Agreement, which certificate shall expressly state
that this Agreement has been terminated in accordance with its terms, is no longer of any force
and effect except for those provisions hereof which expressly survive termination, that the rights,
duties and obligations of the parties hereto have been terminated and released (subject to those
surviving provisions hereof).
(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 Agency.
ARTICLE 9
MISCELLANEOUS
9.1 Amendments. This Agreement may be amended by the mutual written agreement
of the Agency and the City at any time and from time to time, which amendments shall become
effective upon filing thereof with the Clerk of the Circuit Court of Pinellas County, Florida,
pursuant to Section 163.01(11), Florida Statutes.
9.2 Agreement Constitutes Contract. The Agency and the City acknowledge that the
parties hereto will rely on the pledges, covenants and obligations created herein for the benefit of
the parties hereto, and this Agreement shall be deemed to be and constitute a contract between
the Agency and the City as of the Effective Date.
9.3 Assignment. Neither party may assign or transfer any or all of its duties, rights,
responsibilities, or obligations under this Agreement to any other party or any person not a party
to this Agreement without the express prior approval of the other party to this Agreement.
9.4 Severability. The provisions of this Agreement are severable, and it is the
intention of the parties to confer the whole or any part of the powers herein provided for and if
any of the provisions of this Agreement or any other powers granted by this Agreement shall be
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held unconstitutional, invalid or void by any court of competent jurisdiction, the decision of said
court shall not affect or impair any of the remaining provisions of this Agreement. It is hereby
declared to be the intent of the parties hereto that this Agreement would have been adopted,
agreed to, and executed had such unconstitutional, invalid or void provision or power not been
included therein.
9.5 Controlling law. Any and all provisions of this Agreement and any proceeding
seeking to enforce and challenge any provision of this Agreement shall be governed by the laws
of the State of Florida. Venue for any proceeding pertaining to this Agreement shall be Pinellas
County, Florida.
9.6 Members of the Agency and City Not Liable.
(a.) All covenants, stipulations, obligations and agreements of the Agency and the
City contained in this Agreement shall be deemed to be covenants, stipulations, obligations and
agreements of the Agency and the City, respectively, to the full extent authorized by the Act and
provided by the Constitution and laws of the State of Florida.
(b.) No covenant, stipulation, obligation or agreement controlled herein shall be
deemed to be a covenant, stipulation, obligation or agreement of any present or future individual
member of the governing body or agent or employee of the Agency or the City in its, his or their
individual capacity, and neither the members of the Governing Body of the Agency or the City or
any official executing this Agreement shall individually be liable personally or shall be subject to
any accountability by reason of the execution by the Agency or the City of this Agreement or any
act pertaining hereto or contemplated hereby.
9.7 Expiration of Agreement.
(a.) This Agreement shall be effective immediately upon filing with the Clerk of the
Circuit Court of Pinellas County, Florida after execution by both parties and shall expire and
terminate by its own terms without further notice or action by any party hereto on the tenth
(amended) anniversary of the Effective Date or when Agency has repaid the City the total due to
the BCRLF as specifically provided for herein.
(b.) The parties covenant and agree that upon this Agreement expiring and terminating
on the Expiration Date, all rights, privileges, obligations and responsibilities of any party
hereunder shall expire and be of no force and effect, except to the extent any provision hereof
expressly survives the Expiration Date.
9.8 Third Party Beneficiaries. Nothing in this Agreement, expressed or implied, is
intended 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.
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9.9 Notices. Any notice, demand, direction, request or other instrument authorized or
required by this Agreement to be given or filed with the Agency or the City shall be deemed
sufficiently given or filed for all purposes of this Agreement if and when sent by registered mail,
return receipt requested, or by direct personal delivery:
To the Agency,
addressed to
Community Redevelopment Agency of the City of
Clearwater, Florida
112 S. Osceola Avenue
Clearwater, FL 33756
Attention: Executive Director
To the City,
addressed to
City of Clearwater, Florida
112 S. Osceola Avenue
Clearwater, FL 33756
Attention: City Manager
9.10 Execution of Agreement. This Agreement shall be executed in the name of the
Agency by its Chairman and Executive Director and the seal of the Agency affixed hereto and in
the name of the City by its Mayor and City Clerk, and approved as"to form and execution by the
City Attorney, and the seal of the City affixed hereto. If any officer whose signature appears on
this Agreement ceases to hold office before all officers shall have executed this Agreement or
prior to the filing of this Agreement as provided in Section 9.11 hereof, his or her signature shall
nevertheless be valid and sufficient for all purposes. This Agreement shall bear the signature of,
or may be signed by, such individuals as at the actual time of the execution of this Agreement
shall be the proper and duly empowered officer to sign this Agreement and this Agreement shall
be deemed to have been duly and properly executed even though on the Effective Date any such
individual may not hold such office.
9.11 Filing With Circuit Court Clerk. The City Clerk is hereby authorized and directed
after approval of this Agreement by the Governing Body of each of the Agency and the City and
the execution thereof by the duly qualified and authorized officers of each of the parties hereto as
provided in Section 9.10 hereof, to file this Agreement with the Clerk of the Circuit Court of
Pinellas County, Florida, as provided in Section 163.01(11), Florida Statutes.
9.12 Effective Date. This Agreement shall become effective immediately upon filing
with the Clerk of the Circuit Court of Pinellas County, Florida, as provided in Section
163.01(11), Florida Statutes.
9.13 Maintenance of Records. The parties will keep adequate records and supporting
documentation applicable to this contractual matter in accordance with the terms and conditions
of the Cooperative Agreement. Agency shall provide all reports necessary for the City to meet its
reporting requirements with the EP A, as determined by the City. In addition, the Agency shall
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maintain and submit any and all reports in compliance with local, State and Federal law.
9.14 Compliance with Applicable Law. The parties hereto agree to comply with
requirements of all applicable Federal, State and local law, rules and regulations promulgated
thereunder.
IN WITNESS WHEREOF, the parties hereto, by and through the undersigned, have
entered into this Interlocal Agreement as of the day and year first above written.
By:
rwin, ClnirFQr~Qn . e}l.ec....-h'\1e...
-D;~r
Countersigned:
AITEST:
'----- . ... -
By: ~~ ~r!taL.
f/Vcy;. :~ . Goudeau,City Jerk ..-
CITY OF CLEARWATER, FLORIDA.
~'" ..e j( ~: ~"":B.~JI
Ft{nk V. Hibbard, Mayor William B. HorneII, Gity Manager
Approved as to form:
Attest:
STATE OF FLORIDA
COUNTY OF PINELLAS
flAj1!.y Ie
D'''''''4The foregoing instrument was ackno)Xleq~d before me by ROD IRWIN and C~HIA
E. GOBBEAU, as Chairperson and dto/"Cllt-k, respectively, of the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, on behalf of
the Agency, this at,.--'h day of J~ ' 2006.
(0~~'"B~
My Council Expires: Notary Public
(Affix notarial seal)
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~~~{~Yt-# Karen B. Vaughan
~:t'~\~ Commission # 00500919
~~;'~~1Expires December 20,2009
'f.ff, fi\" Bonded Troy Fa.. Insurance Inc 800.385-7019
STATE OF FLORIDA
COUNTY OF PINELLAS
rl A~ ~rmg instrument was acknowledged b~o~ ~9Y WILLIAM B. HORNE II and
CYl\ . I TDE.^....u, as City Manager and eft; c1er1l, respectively, of the CITY OF
CLEARWATER, FLORIDA, on behalf of the City, this ~ day of
JI J. 1 ,2006.
"~~\j'~
Notary Public
My Council Expires:
(Affix notarial seal)
"II "4" K
..~r.'l...~~, aren B. Vaughan
~~(~-"R Commission # 00500919
-;',Ji~~~. Expires December 20 2009
"'ff.fX'" Bonded Troy FaIn Insurance k1c &oo-~7019
14
EXHIBIT A
RESOLUTION NO. 05.19
A RESOLUTION OF THE CITY OF CLEARWATER,
FLORIDA, AUTHORIZING THE USE OF UP TO $350,000
FROM FUNDS PROVIDED TO THE CITY BY THE UNITED
STATE ENVIRONMENTAL PROTECTION AGENCY AS
PART OF THE BROWN FIELDS CLEANUP REVOLVING
. LOAN FUND PROGRAM TO PROVIDE FOR THE
CLEANUP OF THE CLEARWATER AUTOMOTIVE SITE
OWNED BY THE COMMUNITY REDEVELOPMENT
AGENCY AND PROVIDING THE BASIS FOR THE
REPAYMENT OF THE FUNDS BY THE REDEVELOPER
OR OTHER PRIVATE ENTITY WHO ULTIMATELY
OCCUPIES THE SITE OR OTHERWISE BY THE CITY,
SUBJECT TO CERTAIN CONDITIONS; PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the property, located at 205, 317, 319 South Martin Luther King
Avenue and 312 S. Washington Avenue, (the "Site") in the City of Clearwater is located
in a community redevelopment area as lawfully established; and
. WHEREAS, a Community Redevelopment Agency has been established and is
authorized to exercise the extensive and broad redevelopment powers contained in the
.Community Redevelopment Act of 1969, Florida Statutes Chapter 163, Part III (the
"Acf'); and .
WHEREAS, the City of Clearwater is the custodian of funds and "lending
institution" pursuant to the, Brownfields Cleanup Revolving Loan Fund ("BCRLFN)
established; and .
WHEREAS, the City desires to utilize certain funds to be provided to the City by
the. United States Environmental Protection Agency (the "EPAn) as part of the
Brownfields Cleanup Revolving Loan Fund (the "BCRLFN) to assist the CRA in the
exercise of such redevelopment powers as contained in the Act in order to provide for
the environmental cleanup of the Site so that it is av.ailable to developers and. other
private parties for economic redevelopment of the site consistent with the Act; and
WHEREAS, such funds will be provided by the EPA to the City as needed to
meet' specific expenses properly incurred by the CRA in connection with contracts
entered into directly by the CRA for the environmental cleanup of the Site; and
WHEREAS, the Site is, or will be by the date of BCRLF loan closing, owned by
the CRA, which is in a better position to convey the Site to a developer or other private
entity if the CRA provides for the environmental cleanup of the Site; and
Resolution No. 05-19
WHEREAS, there will be money available within the BCRLF in Account # 181-
99802 for such purposes when needed; and
, . ,
WHEREAS, the City desires to set forth the basis for the use of such funds as
received from th~ EPA for the Site and the method of repaying such funds into the
BCRLF; nqw, therefore
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CLEARWATER, FLORIDA:
Section 1. The City is hereby authorized and directed to appropriate funds
. available or to be made available by the EPA in the BCRLF, to the CRA in the amount
of up to $350,000.00 for the purposes of providing for the environmental cleanup of the
Site.
Section 2. As part of the use of such funds the City hereby incorporates by
reference the requirements and conditions of the EPA as contained in the Cooperative
Agreement between the City and the EPA in connection with the establishment of the
BCRLF, and summarized in the attached Exhibit 1, including the requirement that the
cleanup be completed within one year of the commencement thereof unless otherwise
extended by the EPA. The City also agrees that it and/or the CRA shall provide, in any
contract for such environmental cleanup any language required by the EPA in
connection therewith.
Section 3. The funds so appropriated by the City from the BCRLF and utilized by
the CRA for this purpose shalf be repaid to such BCRLF by the City or the CRA either
from: a) amounts repaid to the City or the CRA from the private developer or another
party to whom the CRA ultimately conveys the Site following the environmental cleanup
provided for herein; b) TIF funds; c) the General Fund of the City through budget
appropriations in subsequent years so that such BCRLF may be made available by the
City for the environmental cleanup of the other sites; the property is unable to be sold
after a reasonable time (within five years of the completion of the environmental
cleanup provided for herein); d) other means legally sufficient and approved by'EPA.
Any payment from the City of Clearwater General Fund is subject to the annual
appropriations process.
Section 4. The City agrees that it will require the CRA to in turn require" the
developer or other person or entity to whom the Site is conveyed following' the
. en'lironmental cleanup herein authorized, to pay the City the necessary amount to
repay into the BCRLF the amount appropriated herein for the cleanup of the Site as
part of the Contract for Purchase and Sale.
2
Resolution No 05-19
Section 5. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 19th day of May
,2005.
4~K~
F-tartk V. Hibbard . .. , '
Mayor
Approved as to form:
Attest:
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3
Resolution No 05-19
Resolution No. 05-19
Exhibit 1:
Brownfields Cleanup Revolving Loan Fund
Summary of Requirements
. Conduct BCRLF response activities in accordance with the cooperative agreement and CERCLA
:and consistent with the NCP for the percentage of funds originating from EP A.
ELIGIBLE ACTIVITIES
· . Clearwater BCRLF pilot funds will be used for environmental cleanup activities on
contaminated redevelopment sites in the City's designated Brownfields area. BCRLF
cleanups Will meet the NCP requirements identified for non-time critical cleanup actions-
i.e., cleanup actions for which a planning period of at least 6 months exists. These include
actions associated with removing, mitigating, or preventing the release or threat of a release
of a hazardous substance, pollutant, or contaminant.
· BRCLF pilot funds may be used to clean up sites with an actuaI release or substantial threat
of a release of hazardous substance, or at sites which pose a substantial danger to the public
health or welfare.
· BCRLF pilot loan funds may be used for site monitoring activities that are reaSonable and
necessary during the cleanup process.
. · BCRLF funds may be used for costs associated with meeting public participation, worker
health and safety, and interagency coordination requirements.
INELIGIBLE ACTIVITIES
· Clearwater BCRLF money from EP A will not be used on site assessment, identification and
characterization, remediation of a naturally occurring substance or public or private drinking
water supplies that have deteriorated through ordinary use; development ac~ivities that are
not removal actions (e.g., construction of a new facility, marketing of property, or job
training); remedial actions at sites listed or proposed for listing on the USEP A National
Priorities List remedial actions at sites subject to ongoing Federal or State enforcement
actions or remedial actio~ at Resource Conservation and Recovery Act (RCRA) permitted
or interim status facilities.
· Clearwater BCRLF money from EP A will not be given to a party which is determined to be a
generator or transporter of contamination at a brownfields site(s) for work on that site.
· EP A BCRLF Pilot funds will not be used to clean up products that are part of the building
structure and result in exposure within the structure.
Resolution No. 05-19
Exhibit 1:
Brownfields Cleanup Revolving Loan Fund
Summary of Requirements
· EP A funded BCRLF Pilot funds will not be used for cleanup at site contaminated by
petroleum products, unless they are believed to be co-mingled with a hazardous substance,
pollutant, or contamimmt.
OTHER REQUIREMENTS
· BCRLF cleanups will meet the National Contingency Plan public participation requirements
including ensuring the availability of documents, providing adequate public comment
periods, and designating a spokesperson to inform the community of actions concerning the
site.
· Document use of all funds, maintaining records which segregate expenditures from Federal
and non-Federal sources. Federal expenditures are subject to Federal regulations governing
the use of federal money.
· Maintain documentation for a minimum of 10 years after the completion of the cleanup
activity supported by the loan or for the length of the loan, whichever is longer, and obtain
written approval from EP A prior to disposing ofrecords.
· Use of no more than 15 percent of the loan for allowable administrative activities.
· Upon selection of a site for cleanup under the cooperative agreement, provide EP A with a
site description, including: location of site, physical characteristics of site (Le., geology,
pro~imity to drinking water supplies), nature of release at site (i.e. contaminant type and
affected media), past response actions at site, and response actions still required at site.
· Prior to the disbursement of funds, an acceptable loan application package must be
completed. This application includes a Memorandum of Agreement with Atlanta DEP. The.
Application Package will include BSRA and certification that the response activities have
been coordinated with other State agencies, and will identify the contact names for site
project management and for coordination with the State offices. In addition, the application
package will include a site-specific Community RelationslInvolvement Plan, a site-specific
Health and Safety Plan, and a site-specific Quality Assurance Project Plan.
· Projects funded by EP A money through the BCRLF must comply with applicable federal
regulations regarding procurements, conflicts of interest, political activities, and hiring of
personnel; federal, state and local laws, regulations, and ordinances, including the following:
Resolution No. 05-19
Exhibit 1:
Brownfields Cleanup Revolving Loan Fund
Summary of Requirements
1. Title VI of the Civil Rights Act of 1964 (public Law 88-352, 42 V.S.C. Section 20aO-d),
which prohibits discrimination on the basis of race, color or national origin; ,
2. Section 504 of the Rehabilitation Act of 1973 (29 V.S.C. Section 794), which 'prohibits
discrimination on the basis of handicap;
3. The Age Discrimination Act of 1975, enacted as an amendment to the Older Americans Act
(public Law 94-135), which prohibits unreasonable discrimination based on age; and
4. Title IX of the Education Amendments of 1972 (20 U.S.C. Section 1681, et seq.), which
prohibits discrimination on the basis of sex in education programs and activities, including
those not offered or sponsored by an education institution;
5. Federal Fair Labor Standards Act (29 U.S.C. Section 201) which sets miniIpum wage and
maximum hours;
6. Section 114 of the Clean Air Act, as amended (42 V.S.C. Section 1857, et. seq.)and Section
308 of the Federal Water Pollution Control Act (33 V.S.C. Section 1857, et seq.), as well as
other applicable requirements specified in said Acts and all regulations and guidelines issued
thereunder;
7. Executive Order 11990, relating to the protection of wetlands;
8. Executive Order 11988, relating to flood plain management;
9. National Environmental Policy Act of 1969 (Public Law 91-190) and Executive Order
11514, Protection and Enhancement of Enviromnental Quality as amended by Executive
Order) 1991;
. 10. Section 106 ofllie National Historic PreselVation Act of 1966 as amended (l5U.S.C. Section
470), Executive Order 11593 and the Archeological and Historic PreselVation Act of 1966
(16 U.S.C Section 469a-1 et seq.) by consulting with the State Historic PreselVation Officer
as necessary to identify properties which may suffer adverse effects as a result of this project.
II. Executive Order 11246' s equal opportunity clause; all contracts and subcontracts which have
or are anticipated to yield in excess of $10,000 within 12 months in carrying'out the project
will include this clause.
12. Coordination with identified State agencies.
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EXHIBIT B
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CJTY TO THE eRA
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EXHIBIT B
City of Clearwater
Brownfield Site Rehabilitation Agreement
Brownfield Site ID # BF529701004 I
Table 1. Site Identification
152915651960000030 205 S Martin
Luther Kin
152915651960000034 Vacant Parcel
152915651960000035 Vacant Parcel
152915651960000060 317 S Martin
Luther Kin
152915651960000061 319 S Martin
Luther Kin
152915651960000062 Vacant Parcel
152915651960000063 Vacant Parcel
330 FT ofW 150Ft of Lot 3 &
E 157Ft ofW 307 Ft Less
S50FT ofE 157Ft ofW 307FT
Of Lot 3
N 50FT ofS 100Ft ofE 157FT ofW
307FT of Lot 3
S 32FT ofN 50FT ofW 150 FT of Lot 6
N 50FT oiS 100FT oiN 150 FT oiW
150FT of Lot 6
S 50FT ofN 150FT ofW 150FT of Lot 6
E 157FT ofW 307FT ofN 150FT of Lot 6