TERMINATION OF LEASE AGREEMENT OF 08-28-1986
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TERMINATION OF LEASE
nus AGREEMENT is entered into as of the 30th day of 1uly, 1997, by aDd
between THE COMMUNITY REDEVELOPMENT AGENCY OF TIlE CITY OF
CLEARWATER., R..OlUDA, hereinafter referred to as "Landlord" aud the CITY OF
CLEARWATER, FLORIDA, hereinafter referred to as "Tenant."
RECITALS
A. Landlord and Tenant have entered into a written Lease Agreement dated
,4 U b- L-tS,q- ~ ~ I (9' g" t;;. ,hereinafter refemd to as the "lase, .. for the lease
of the bottom two floors of the Park Street ParkiD& Garage, hereinafter referred to as the
"premises." located in the City of Clearwater, Couney of PineUas, State of Florida.
B. By this Agreement, LaDdlord and Tenant desire to terminate the Lease and
Tenant desires to sunender the premises to Landlord, who desires to accept said surrender and
to release Tenant from its obligations under the Lease, subject to the terms. covenants and
conditions set forth below.
TERMS
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises contained herein, the parties hereto agree as follows:
1. Recitals_ The above recitals are true and are hereby incorporated herein.
2. Termination. Landlord and Tenant hereby tenninate the Lease and release
Tenant from its obligations thereunder, as of July 30, 1997, hereinafter referred to as the
"Effective Date. "
3. Successors and Assigns. This Agreement shall be biDding upon the inure
to the benefit of the heirs, personal representatives. executors, administrators, successors and
assigns of the respective parties hereto.
4. Entire A~ement. It is understood that there are no oral or written
agreements or representations between me panies hereto affecting this Agreement. and that this
Agreement supersedes and cancels any and all previous negotiations. agreementS and
UDderstaDdiDgs, if any, made by or between Landlord and Teoant with respect to the subject
matter thereof. and none thereof shall be used to interpret, construe, supplement or contradict
this Apeement. All negotiations and oral agreements acceptable to the parties have been
merged and are included in this Agreement.
5. Counte~_ This Agreement may be executed in several COUDtctparts,
each of which may be deemed an original, but all of which together shall constitute one and the
same Agreement.
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813 726 00S8
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1'3'37.07-30
11:48 #324 P.03/03
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year fJrSt above written.
Countersigned:
~e'/
. Johnson hO.
i-Mayor
Approved as to form and
lcgall1:1f
Pamela K. Akin
City Anorney
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CITY OF CLEARWATER, FlDRIDA
By:ll
Michael J. Roberto
City M~I~.
Attest:".'
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Cyu E.-_ GoudJu. - ,-.
City le& --'. ' . .,.'-.. .- ..
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COMMUNITY RFDEVELOPMENT
AGENCY OF TIlE CITY OF
CLEARWATER, FLORIDA
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LXA" AGKEEMENT COVERING
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pAIlKDfG PACIUTIBS ADJACENT '1'0 CLBAllWATxa SQUARB
i , TBJ8 LEAD AGlllBJONT, dated as of August 28, 1986, made and ~][eeuted by
theCOMMUNlTY RKDKYBLOPMENT AGBWCT 0' THB CITY 07 CLIA.WATBa (the
'Alency") and the CITY OF CLaARWATE., FLORIDA (the "City").
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WITNESSETH:
, wlIBalAs. the Alency and the City have entered into a Development
Acreement, dated July 14. 1983 (the "Development Arreement") with J. K. Plnanclal
CorporatIon (the "Developer") for the aequlsitlon of land by the Agency to be sold to the
Developer for construction by the Deyeloper of a commercial office building and a
parking faeUlty" I portion of which parking facility will be owned by the Agency and
Jeased pursuant to this Lease Agreement to the City (or operation as apart of the City's
Parking System;lnd
, WHEREAS. the Arenay has authorized the Issuance, ot$1,680,OOO Tax
Jnerement and Lease Revenue Bonds, Series 1988 (the ltBonds"), to finance the Agency.,
'eost of development under the Development Acreement and hu pledged for payment ot
'the' Bonds ~ertain Pledged Revenues, as defined in the Agency's Resolution No. 86-1.
adopted February 20, 1986 (the "Bond Resolution"), In~luding, tnter aUa, the revenues to'
be received by the Agency pursuant to this Lease AlTeement; .
NOW THHREPORR, In consideration 01 the mutual and dependent covenants of
the patties hereto and other rood and valuable considerations as hereinatter set forth It is
hereby agreed by and between the Agency and the City as follows:
SeetlOlll. Definitions. All terms derined in the Bond Resolution shall
· have the same meaninp herein. In addition, the tollowing terms shan have the following
meanings In this Lease Agreement unless the text otherwise requires:
(a) "City Parkinr System Bond OrdInance" shall mean Ordinance No. 2799-
, 82. enacted by the City Commission of the City Oft September 2, 1982, as amended In its
entirety by Ordinance No. 3040-83 enacted by the City Commission on April 21, 1983.'
(b) "City Project" shaH mean that portion ot the 1986 Project (as defined in
, the Bond Resolution) consisting of additlons, extensions and improvements to be made on
the City Parcel (as defined in the Bond R~solution) in a~cordance with the D~velopment
Al"eement.
(~) . "Leased Premises" shall mean the real property deseribed on Exhibit "A"
attached hereto, -together with all improvements thereon, ineludlng, but not limited to,
the City Project.
(d) "Net Revenues'. shall mean the Net Revenues of the Parking System, as
defined in the City Parking System Bond Ordinance.
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(e) "Rentals" shall mean alllums due to be [)aid by the City to the Agency
punuant to the provisions of thilLeNe All"eement.
<n Where lbe Hnted' so requlra, wordS hllportina singular number shall
include the plural number In each cu. and vfce versa, and words tmportlnr persons shall'
inelude firm. and corporat!on.
Beet_ I. 1Aue of LeIllMd Pre...... 'the Aleney, u lesaor, does by'
th... 'pfete~t~ hereby' Ie... to the City, u lessee, the Leased Premi... for a term'~
Qommt.fto1nc &t the date of delivery bereof and end1nc on the ftnal maturity date ot the'
8ond~' or on -:- "'eh earUer date on which all the principal ot Ind intfrest on the Bondi;'
inelUC1lnt 'ri"~ t*fundlnp thereof. bave been fully paid and diaeharced. The LtasecS'.'
pteiidae. shan Inelude all Improvement. to be eonstructed thereon with the proeeedaof,
ttle'lk)ndsUid other moneys lepny available for such purpose; subject to such'
mOcllfleaUonsl'thereof and variations theretrom u may be determined to be necessary or
expedient byt"e City.
. Wtlon J. aentaIL The City atrees to pay the Alency as B.entals for .
the L.ued Pl'~mlses In eaeh Plseal Year beginnlnl on the date of Issuanee of the BondS, a:'
sum'L .qual to~the Bond Service Requirement becominl due on the Bonds in sueh liteat'
Yea;,. reduc.d'by the amount of 'tax (ner.ment Revenues on deposft In the Payments Sub--"
Aeeouttt In the Bond Debt Semce Escrow Account on the first day of such li$cal Year'
pt'{o~to trlnHer to the Sh'l.dlll Fund. Such annual rentals shall be pilid in equal monthly'.'
, IMttliinenu. :';AI1 such rentalt shall be eumulatlve, and any deficiencies tn any Plie.IYe"",
.hiUbe added to the Rental, due in the next sueeeedlnl Fllcal Year and all Plical Y.lri"
thereafter untl1lully paid.' ;:' ,
Section ". Bffeett.. Date of Lease. ThIs Lease Agrument shall,
beeome effective and bindlnr upon the partles upon tts execution; provided, however, that
tlte Renta.ls shall not commence until the fifteenth day of the month fo11owinl the'
delivery ot tht Bondi.
Seetlon S. CoMtruf!tloR of CItJ Project. The Apncy shall construct
and equip the City Project, at' cause the same to be constructed and equipped, by the
Developer pursuant to the Development AlTeement.
SeetJon a. AppUeaUon of Bond 'roeeeels. The Alency aerees to apply,
the proceeds, of the sale of the Bonds In acco.rc2ance with the Bond aesolutlon. The.
Acenoy shall pay to the City, from proeeeds of the sale of the Bonds, the amount ~uired
to be deposited by the City In Its Reserve Account oreated under the City Parking System
Bond Ordinance by reason of the Citys obligation to pay the Rentals hereunder. SuC!h sum
shall be held In a separate sub-account in sueh lteseNe Account and shall be applied to
pay the Rentals whenever the other moneys are not sufflelent unde-r the terms of the City
Parking System Bond Or-dinanee. Interest earnlnp on su~h funds shall be applied by the
City under the City Parkinl System Bond Ordinance. The moneys in such sut).aeeount
shall be applied by the City to make the final payments of Rentals due hereunder.
8eetlon 7. SpecIal ObligatIons of City. The obligations of the ctty
under the Lease Agreement, including the obliptlons to pay the Rent.l~ shall be special
Obligations of the City, payable solely trom the Net Revenues as herein provided. Such
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oblications do not constitute an indebtedness. liability, reneral ot moral oblication or a
., pledge ot the faith or Ioen of the eredit ot the City, the State oC Florida or any political
subdivision thereof, within the meaning oC any constitutional or statutory provisions.
~ Neither the State of Florida nor any political subdivision thereot nor the City shall be
, oblirated to pay the Rentals or other costs incident to ~hjs Lease Agreement except Crom
the Net Revenues, in the manner provided herein. Neither the faith and credit nor the
taxing power of the State of florid. or any political subdivision thereof is pledged to the
payment of the Rentals or other costs incident to this Lease Agreement. The acceptance
o! this Lease Agreement by the Agency shall be deemed an agreement between the City
Ind the Agency that the obligation to pay the Rentals and other costs incident to this
Lease Acreement shall not constitute a lien upon the Parking System, or any part thereot,
or any other property ot the City, but shan constitute a lien only on the Net Revenues, in
the manner hereinaCter provided.
The payment of the Rentals and other costs incident to this Lease Agreement
, shall be s~ured forthwith equally and ratably by an irrevocable lien on the Net Revenues,
as defined herein, and the City does hereby irrevocably pledge such Net Revenues to the
payment ot the Rentals and for aU other required payments under this Lease Agreement.
The obliiations oC the City hereunder shall constitute "Additional Obligations'll within the
meaning 01 the City Parking System Bond Ordinance. and the lien on and pledre ot the
j Net Revenues hereby made shall rank equally and on a parity with the lien on and pIedre
J ot the Net Reyenues made under the City Parking System Bond Ordinance to secure the
i. ' Bonds (as defined therein) issued thereunder. All coyenants contained in the City Parking
,: System Bond Ordinance shall be applicable to the Obligations or the City under this Lease
Agreemen t.
Section I. Covenants or the City. The City further covenants that it
___ will t.ke over the control. operation. management. maintenance and repair ot the City
Proje~t after completion of construction thereot and agrees to operate the City ,Project
.', ~ a pert of the City's Parking System.
Section t. AcreelDent Irr~. This Lease Agreement shall not be
subject to revocation or termination either by the City or the Afency, and the City does
hereby irrevocably bind itself to continue In possession of the City Project and all parts
, thereof as Lessee hereunder for the lull term of the lease 01 the City Project made by
, :' this Lease Agreement ~d to fully perform all the provisions of this Lease Agreement
;: with respect to the operation, maintenance and repair ot the City Project or any part
; 'thereof, the application of the Net Revenues as provided in this Lease Acreement,- and all
other oblifations pro~ided in this Lease Acreement tor the tull term hereot and in any
: ' event tor as long as any ot the Bonds or the interest thereon are outstandinc and unpaid.
Section 10. EnforCeability. This Lease Agreement shall be deemed to
" have been made Cor the benefit of the Registered Holders from time to time of the Bonds
issued under the Agency's Bond Resolution and Registered Holders of the Bonds issued by
the City under the City Parking System Bond Ordinance; and aU the provisions ot this
Lease Agreement shall be enforceable in any court ot competent Jurisdiction by any s:Jch
person. The failure of the Agency to enCoree any afreement. condition, covenantor term
. by reason ot breach thereot by the City after notice thereof shall not be deemed to void~
invalidate or afeect.the right oC the Agency to enCoree this Lease AI"eement or any of
the terms and covenants hereol on the occasion ot a subsequent default or breach.
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8eetion 11.
~. .. follows:
Covenants of lbe Areaey. The Agency covenants and arrees
ea) AJ soon as possible after the eJ:ecution and delivery of this Lease
Atreement It will take all necessary action to ilsue the 80nds and will apply or cause to '"
be deposiJed and applied tbe proeeeds of the Bonds in the manner and for the purposes
provided in this Laue Asree ment.
(b) Thb Lease Asreement shall be irrevocable as lonl as any of the Bonds
ineludinr any refundinp thereof ot 1nterest thereon are outstandin<< and unpaid.
(c) When the City has performed all the covenants in this Lease AlI'eement
and hu paid the Rentals provided berein lor the full term of this Leue Agreement and
such rentals, tocether with other Pledged Revenues under the Bond Resolution, shall have
been sufficient tor the final payment and discharge of all the Bonds and all interest
thereon, then the title and absolute ownership to all the City Project shall thereupon
immediately be vested in the City in fee simple; and the A,eney will deliver such deeds
and conveyances to the City as shall be necessary to vest full title and ownership of the
City Project in the City.
Seetion 11. AcreelDut Not AMIpabIe. This Lease Acreement shall not
be &Ssipable by either the City or the Arency except for the benefit of the Reristered
Holders of the Bonds issued under tbe AleneTs Bond Resolution and of the Bonds issued
under the City's Parking System Bond Ordinance; provided, however, the City may.
sublease from time to time to other tenant. SUCh portion or portions of the City Project
as lI'e not needed by the City at such terms and on such conditions, consistent with the
City'. Parking System Bond Ordinance, as the City may see fit.
Section U. Lease Subjeet to Developer Option. This Lease Arreement
shall be subjeet to tbe option lTanted to the Developer under pararraph 14.06 ot the
Developer Agreement to lease SO parleinr spaces eonstltutlnc a put of the Cfty Project.
Upon the exereise of sueh option, the Rentals due under this Lease Agreement shall be
reduced in t!aeh Fiscal Year by an amount equal to the rentals actually paid in suc;h Fiscal
Year by the Developer. .
SeetloA 14. Amendment or I(odllleatlon ot Alfeement. No material
amendments or modifications of this Lease Arreement thall be made, except upon
compliance with the provisions of the Bond Resolution and the City Parking System Bond
Ordinanee for amendment or modification thereot. This provision shall not be eonstrued,
however, to prevent the revision of this Leese Agreement by the. Agency ol'the City upon
tbe retuncUnr of all the Bonds issued under the Ageney's Bond Resolution and then
outstanding.
8eetlon 15. SeverabUlt'J of InvaUd Provllioa. It anyone or more of the
covenants or provisions of this Lease AlI'eement shall be held contrary to any express
provision of law or contrary to the poli~y of express law though not cucpressly prohibited
or against public policy or shall tor any reason whatsoever be held invalid then such
tovenants or provisions shall be null and void anc:l shall be deemed severable from t~e
remaining covenants or provisions ot this Leese Af1'eement and shall in no way .ffect the
validity of the remaining covenants or provisions of this Lease Arreement or of the Bonds.
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, Section 18. Use of Additional 'uods t. Pa-,meoL Subject to the
."provislons of the Florida Constitution, nothing herein contained shall preclude the City
from u8inr any legally available funds in addition to the Net R.evenues which may earne
Into its possession, including the proceeds of sale of refunding bonds, contributions or
:. grants, for the purpose of payment of the Rentals and the other eost! pursuant to this
Lease Agreement.
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1M WITNESS WHEREOP, the Agency has caused these presents to be executed
. on its behalt in its corporate name by its appropriate officers and its corporate seal. to be
f hereunto affixed; and the City has caused these presents to be executed on its behalf in
its corporate name by its appropriate officers and its corporate seal to be hereunto
affixed, all as of the 28th day ot August, 1988.
COM.UNlTY aEDKVELOPIIXNT AGENCY
0' TBB ClTY O' CLBAllWATIR
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Witness as to Agency:
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