BUILDING PERMIT ISSUANCE AGREEMENT FOR MINISTERIAL TRAINING AND PASTORAL COUNSELING CENTER
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BUILDING PERMIT ISSUANCE AGREEMENT
THIS BUILDING PERMIT ISSUANCE AGREEMENT ("Agreement") is made on
March.ZL 2000, between the CITY OF CLEARWATER, FLORIDA, a Florida municipal
corporation, ("City"), and the CHURCH OF SCIENTOLOGY RELIGIOUS TRUST
("Church")
R E C 1 I A b S:
A. The Church wishes the City to issue it a building permit for construction of
a building known as the Church of Scientology Ministerial Training and Pastoral
Counseling Center (Center)
B. The certified site plan required by City Ordinance for the Center provides
for the construction of 809 parking spaces ("Required Parking"), however, the Church is
not prepared to submit construction plans for the garage prior to the issuance of the
building permit for the Center, as required by the City.
C. The Church may pay to the City a fee instead of providing all of the
parking on site as permitted by City ordinance for the purpose of providing additional
parking in the downtown area.
D. The Church desires to pay simultaneous with the execution of this
Agreement, the sum of One Million Five Hundred Three Thousand and 00/100 Dollars
($1,503,000.00), representing payment in lieu for Three Hundred Thirty Four (334
spaces) of the Required Parking.
E. The City and the Church have agreed that the Church will post a letter of
credit with the City to assure that the Church will make provision for the balance of the
Required Parking (475 spaces), either by payment of a fee in lieu of construction or
construction of parking, or a combination of the two, for the Center as required by City
ordinance.
F. The City and the Church wish to set forth their understanding in writing.
NOW, THEREFORE, in consideration of the mutual promises contained herein, it
is agreed as follows:
1. Recitals. The above recitals are true and correct and are incorporated
herein by reference.
2. Letter of Credit: Issuance of Building Permit. The Church shall deliver to
the City an original letter of credit in the form attached hereto as Exhibit A ("Letter of
Credit") and payment of One Million Five Hundred Three Thousand and 00/100 Dollars
($1,503,000) represents payment in lieu for Three Hundred Thirty Four (334) spaces of
the Required Parking. Simultaneously with such delivery, the City will issue to the
Church the building and other permits which are required for the Church to commence
0< -).,
(3)
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construction of the Center pursuant to the construction drawings previously filed by the
Church with the City.
3. Reduction and/or Return of Letter of Credit. From time to time (prior to the
City having drawn down the Letter of Credit in full), the City will allow a reduction in the
amount of the Letter Of Credit, dollar for dollar, with amounts paid by the Church to the
City as Parking Fee (as defined in the Letter of Credit). This reduction may be in the
form of an amendment of the Letter of Credit or substitution of a replacement letter of
credit in the new amount, which replacement shall then become the Letter of Credit. At
such time (prior to the City having drawn down the Letter of Credit in full) as the Church
has made provision for parking for the Center, whether by providing construction
drawings to the City for Four Hundred Seventy Five (475) spaces, payment of the
Parking Fee for Four Hundred Seventy Five (475) spaces, or some combination of
submission of construction drawings and payment of the Parking Fee, the City shall
return the Letter of Credit to the Church.
4. Effect of Drawdown of Letter of Credit. A drawdown by the City of the
Letter of Credit shall serve as payment or partial payment of any Parking Fee which
may be owing to the City in connection with construction of the Center. The obligation
of the Church to construct the balance of Four Hundred Seventy Five (475) parking
spaces to serve the Center shall be reduced by the number of parking spaces paid for
by a drawdown of the Letter of Credit.
5. Issuance of Certificate of Occupancy. The City shall issue a certificate of
occupancy for the Center upon satisfaction of all conditions precedent to such issuance.
The parking requirement for the Center shall be deemed to have been met by the
payment (whether by draw down under the Letter of Credit, direct payment by the
Church to the City, or otherwise) of the Parking Fee for Four Hundred Seventy Five
(475) parking spaces, the construction of Four Hundred Seventy Five (475) parking
spaces, or some combination of construction and payment of the Parking Fee as
authorized and approved by the City all of which are in excess of the Three Hundred
Thirty Four (334) parking spaces satisfied by payment in lien concurrent herewith.
6. Reopening of AQreement. This Agreement is based upon the assumption
that the Parking Fee will remain at Four Thousand Five Hundred Dollars ($4,500) per
space. Should the City increase the Parking Fee, then the parties shall renegotiate this
Agreement in good faith and the City shall not draw under the Letter of Credit until such
negotiations have deadlocked, provided, however, that no certificate of occupancy shall
be issued for the Center until the City's parking requirements have been met. The City
and Church acknowledge that, depending on the actual number of spaces constructed
by the Church, the Church may voluntarily pay to the City an amount in excess of what
it would otherwise be obligated to pay the City as a fee in lieu of parking.
7. Certificate of Occupancy. No Certificate of Occupancy shall be issued for
the Center until such time as the City's parking requirements have been met.
8. Notices. Any notice to be given to or served upon any party hereto, in,
connection herewith, must be in writing, and may be given by certified mail or
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guaranteed overnight delivery service, return receipt requested and shall be deemed to
have been given given and received when a certified letter containing such notice,
properly addressed, with postage prepaid, is deposited in the United States Mail or
when delivered into the custody of the overnight delivery service; if given otherwise
than by certified mail or guaranteed overnight delivery service, it shall be deemed to
have been given when delivered to and received by the party to whom it is addressed.
Notices shall be given to the parties hereto at the following addresses:
FOR CITY:
FOR CHURCH:
City Manager
112 South Osceola Ave.
Clearwater, FL 33756
Mr. Tom DeVocht
319 South Garden Avenue
Clearwater, FL 33756
WITH A COPY TO:
WITH A COPY TO:
City Attorney
112 South Osceola Ave.
Clearwater, FL 33756
E. D. Armstrong III, Esq.
P.O. Box 1368
Clearwater, FL 33757
Either party hereto may, at any time by giving five (5) days' written notice to the other
party hereto, designate any other address in substitution of the foregoing address to
which notice shall be given and other parties to whom copies of all notices hereunder
shall be sent.
9. Entire Agreement: Modification. This Agreement embodies and
constitutes the entire understanding between the parties with respect to the matters
described herein. All prior or contemporaneous agreements, understandings,
representations and statements, oral or written, are merged into this Agreement.
Neither this Agreement nor any provision hereof may be waived, modified, amended,
discharged, or terminated except by an instrument in writing signed by the party against
which the enforcement of such waiver, modification, amendment, discharge or
termination is sought, and then only to the extent set forth in such instrument.
10. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of Florida.
11. Headinqs. Descriptive headings are for convenience only and shall not
control or affect the meaning or construction of any provision of this Agreement.
12. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their successors and assigns.
13. Counterparts. This Agreement may be executed in several counterparts,
each constituting a duplicate original, but all such counterparts constituting one and the
same Agreement.
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14. Interpretation. Whenever the context hereof shall so require, the singular
shall include the plural, the male gender shall include the female gender and the neuter,
and vice versa, and the use of the terms "include," "includes" and "including" shall be
without limitation to the items which follow.
15. Severability. In case anyone or more of the provisions hereof shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
16. Joint Drafting. The parties acknowledge that each has played an equal
part in the negotiation and drafting of this Agreement, and in the event any ambiguities
should be realized in the construction or interpretation of this Agreement, such
ambiguities shall not be construed against either party solely on account of authorship.
17. Waiver. The waiver of one or more defaults by any party to this
Agreement shall not be deemed a waiver of any subsequent default of the same or any
other provision of this Agreement under the same or other circumstances.
18. Attorney's Fees. etc. Should either party employ an attorney or attorneys
to enforce any of the provisions hereof, or to protect its interest in any matter arising
hereunder, or to recover damages for the breach hereof, the party prevailing shall be
entitled to recover from the other party all reasonable costs, charges and expenses,
including attorneys' fees, the value of time charged by paralegals and/or other staff
members operating under the supervision of an attorney, and other legal costs,
expended or incurred in connection therewith.
19. Time is of the Essence. The parties acknowledge that time is of the
essence for each time and date specifically set forth in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written; provided, however, that for the purpose of
determining "the date hereof," as used in this Agreement, such date shall be the last
date any of the parties hereto executes this Agreement.
CITY OF CLEARWATER, FLORIDA
Attest:
By:
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Cy hia E. Goudeau -
City Clerk ./ - .
Michael J. Roberto
City Manager
Approved as to form:
r~i rJ-
Leslie K. Dougall-Sides
Assistant City Attorney
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CHURCH OF SCIENTOLOGY
RELIGIOUS TRUST:
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Tom DeVocht, Trustee
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In connection with the construction of the Church of Scientology Ministerial
Training and Pastoral Counseling Center (Center) in Clearwater, Florida, the
owner has on or before December 31,2000, failed to (1) pay to the City of
Clearwater, Florida (City) a fee of USD 4,500 (City to insert fee amount) per
parking space as established by the City Commission (Parking Fee) for four
hundred seventy five (475) parking spaces (the balance of the Required
Parking), for a total payment to the City of USD $2,137,500.00 (City to insert total
fee due) or (2) receive a building permit for construction of the balance of the
required parking which will serve the Center, or (3) receive a building permit for
construction of fewer spaces than the balance of the Required Parking, and pay
the Parking Fee for the number of parking spaces fewer than the balance of the
Required Parking, resulting in an aggregate Parking Fee being payable to the
City in the amount of USD (City to insert amount).
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