FIFTH AMENDMENT TO AGREEMENT
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PINELLAS COUNTY FLA.
OFF.REC.BK 7920 PG 1658
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FIFTH AMENDMENT TO AGREEMENT WITH
CHI CHI RODRIGUEZ YOUTH FOUNDATION, INC.
THIS FIFTH AMENDMENT TO AGREEMENT (the IIAmendmentll) is made and entered
into on this ~oAk day of %~ , 1992, by and between the
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premises except as authorized above, or mortgage, transfer,
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hypothecate, pledge or dispose of the leased property in any form or
manner whatsoever. This paragraph shall not be deemed to prohibit
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a construct ion loan or loans to the Foundation secured by the
leasehold interest of the Foundation arising under this agreement,
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as amended, in a pr i nc i pa 1 amount not to exceed $2.500.000.00
$2,000,000.00 in the aggregate, plus interest, costs, fees, and any
sums advanced to protect the collateral, to bc matc~cs with
addifiof!al fblRds af t~e FOl::!fIsatiof! if! aR amoblf!t Rat less t~aR
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$200,000.00 if!
$500,000.00
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cas~, taflethcr ':/it~ a mifliml:im of af! ar:h:JitioRal
iR fllcsfles w~ic~ are l:iRrcstrictes 0r restrictc8 to
This instrument ...'IS. p . d
'" repare ' by;
1\1. A, Galhraith, Jr,
, City Attorn2Y
Cl~Y of Clciinriltcl', p, 0, Box "L7':18
~ RETURN TO~
CITY CLERK
POST OFFICE BOX 4748
CLEARWA TER, F .1. 0/.
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PTNELLAS COUNT~ !LA~c
~_(~ DK' '70?() PG. 1..6~r
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cORstryctioR af t~o ~olf coyrso or clyb~oYso, or bot~ (~oreiR, t~e
Pledges), which loan proceeds aRd matc~iR~ f~Rds are to be used for
improvements and eouipment related to development. upkeep and
maintenance of the property t~e desigR aRd cORstr~ctioR of a golf
co~rse aRd cl~b~oYse or the ~r8~erty, and repayment to the City of
$27,264 previously advanced to the Foundation. nor shall this
paragraph be deemed to prohibit an assignment by a secured creditor
of the Foundation of its interests in the leasehold.
2. Paragraph 35 is amended by de 1 et i ng the 1 anguage conta i ned in
Paragraph 2 of the First Amendment (adding Paragraph 35) and replacing it with
the underlined language as set forth below:
35. In the event of a default by the Foundation upon any
loan secured by the leasehold interest of the Foundation arising
under this Agreement, such default shall also constitute a default
under this agreement.
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(a) In the eyent of such a default, the City shall have the
right to reoccupy the land and improvements thereto immediately upon
notice to the Foundation, and without the necessity of formal
eviction proceedings. The City hereby ouarantees that in ~ such
event the City shall pay the secured creditor of the Foundation or
the successors or assigns of the secured creditor (herein, the
Lender) the outstanding balance of the loan, in a principal amount
not to exceed $1.000.000 $2,000,000 in the aggregate, includino
interest, costs, fees, and any sums advanced to protect the
collateral (unless the City aorees to pay a oreater amount). The
City covenants and aorees to appropriate in its annual budoet. by
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I f:"I'NI::'1 L At' ("(')ll"rrY FLA.
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OFF.REC.BK 7920 PG 1660
amendment. if required. and to pav to the Lender when due under this
Aoreement as promptlv as monev becomes available. amounts of non-ad
valorem revenues of the Citv or other leoallv. available funds
sufficient to satisfv the loan repavment as provided under this
Aqreement. Such covenant and aoreement on the part of the Citv to
budoet and appropriate such amounts of non-ad valorem revenues or
other leqallv available funds shall be cumulative. and shall
continue until such non-ad valorem revenues or other leoallv
available funds in amounts sufficient to make all reouired loan
repavments. shall have been budoeted. appropriated and actuallv paid
to the Lender. As to anv remainino outstandino balance of the loan
in excess of $1.000.000. but not to exceed $2.500.000. plus
interest. costs. fees and anv sums advanced to protect collateral.
the Citv shall have the option of pavino the Lender the full amount
owed. in exchanoe for which the Lender shall release its leasehold
mortqaoe and the securitv interest in the related inventorv.
furnishinos. fixtures and eouipment related to the project. In the
event the City does not exercise said option within thirtv (30) davs
of written notice from the Lender. the Lender shall have the riohts
described in Subparaqraph (b) below. , sr exercise t~e alterRative
descri~ee iR S~b~ara@ra~~ (b): ~rovi8es, ~s~ever, t~at t~e ~roceeds
of aRY s~c~ loaR or 1 oaRS, te@et~er wi th match i R@ fl:mds of t~e
FOl:lRdatioR iR aR ama~Rt Rat less thafl $200,000.00 cas~ ~l~s all
JmOl:lRts collected b1pOR t~e Ples@es as sescribed iR Para@rapn 11
above, i R aR ame~Rt Rst 1 ess t~aR $500,000.00, s~a 11 Rave ~eeR
e)(peRclecl for or irrevocab ly cOlRfRittcs far paymeflt of t~e casts of
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fINELLAS COUNTY FLA.
_~) F '::l~ E ~._~~~~2 Om_r~~J ..~_~6_j,
dcsigR aRd ceRstr~ctieR sf a ~slf co~rsc aR~ cl~b~s~sc OR t~c Fcal
pF0j3CY'ty lcascs te tAC! fe~R~atiofl ~R~cr tAis agrccmcRt, or arc
Jvai lahlc as ~ReRc~mhcFC!~ cas~ feF paymcRt to tAC LCR~cr; aR~
providcd, f~rthcr, t~at tAC cORstr~ctieR of tAC !:Jolf CO~FSC aRd
cl~bho~sc sAall Aave becR cemJ:llctc~ by tAC fO~RdatisR SF hy thc
LCRdcr prior to S~CR paymcflt by tAC City.
Any ~ payment by the City shall be from funds available to the
City from any source or financing method not requiring the exercise
of the ad valorem taxing powers of the City. This paragraph shall
not be deemed a pledge of all leaally available non-ad valorem
revenues tAc gCRcFal Y'eVCR~C of the City and no secured creditor or
other person may compel the City to exercise the ad valorem taxing
power of the City pursuant to this paragraph. Notwithstandina any
provision of this aareement to the contrary. this aareement and the
obl iaations of the City hereunder shall not be construed as a
1 imitation on the abil ity of the City to pledae or covenant to
pledae said revenues for other leaally permissible purposes.
Notwithstandina any provisions hereof to the contrary. the City
shall not be obliaated to exercise its ad valorem taxina power to
maintain or continue any of the activities of the City includina
those activities which aenerate user service charaes. reaulatory
fees or any non-ad valorem revenues. This paragraph shall be deemed
to authorize a lien as described herein upon the leasehold interest
of the Foundation arising under this agreement, toaether with
inventory. furnishinas. fixtures. and eauipment related to the
project. but not upon the real property leased to the Foundation by
this agreement.
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, PINELLAS COUNTY FLA.
OFF.REC.BK 7920 PG 1662
(b) If the City does not exercise its option to pay the
Lender in full within thirty (30) days of notice. as set forth in
subparaqraph (a) above. the Lender shall be permitted by the City to
IA t~o alterAative, t~e City ffiay elect te allow t~c LCRder to assume
the rights and obligations of the Foundation under this agreement,
and to CORstr~ct aRd operate the golf course, clubhouse, and related
improvements for the unexpired term of this agreement. In that
event, the Lender:
i. SAa11 cOffiply '.".;t~ t~at f>art of Paragrap~ 3 ef t~is
agrccfficRt rcq~iriRg t~c davelopfficRt aR~ c8Rstr~ctioRof aR ci~RtccR
Aolc PC.^. rcgulatioR sizc golf co~rsa OR tAe west side of McH~l1cR
BootA Road, aRd tAC developfficRt aR~ c8Rstr~ctioR of a faffiily golf
cCRter OR tAe cast side of McM~llcR BeatA Roa~, B~t ROt Recessarily
a "PCA tOblr" faffiily ~olf cCRtcr; otReri'.'isc, t~e rCffiaiRiFlg J3re':isioAs
of Para~raJ3~ 3 stu 11 Be iFlaJ3J3licaBle to t~a LCFI~er;
i #. Sha 11 not be obligated to comply with the terms of
Paragraphs 9, ~ 20, 22. 26, 28. 30 or 34 of this agreement;
ii +:H-. Sha 11 not be required to operate the golf course or
clubhouse as an educational and rehabilitative facility as provided
in Paragraphs 3 and 14 of this agreement;
iii~. Shall not be subject to the financial records review
provisions of Paragraph 27 of this agreement; and
jy~. Shall ~ be entitled to the rental or other revenues
from the family golf course until the loan has been repaid. ~~ic~
be payaBle ~irectly to t~c City.
(c) I n the event that the Lender shou 1 d obta i n tit 1 e to the
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PINELLAS COUNTY FLA.
OFF.REC.BK 7920 PG 1663
leasehold interest of the Foundation arising under this agreement, either
by deed in lieu of foreclosure or as the successful bidder at a clerk's
sale pursuant to a judgment of foreclosure, or any other way permitted by
law (includino, but not limited to, an assionment of lease by the
Foundation to the Lender), then the City shall have the right of first
refusal to purchase the Lender's title to said leasehold interest upon the
terms and cond it ions conta i ned in any bonaf i de contract to se 11 sa i d
leasehold interest to a third party. In such event, the City shall have
thirty (30) days after receipt of notice of the proposed sale within which
to notify the Lender of its desire to purchase the leasehold interest on
the same terms and conditions as the proposed sale. In the event that the
City does not notify the Lender within said thirty-day period, the Lender
may proceed to consummate the proposed sale. At any time during which the
Lender should own said leasehold interest, except during the
aforementioned thirty-day notice period, the City may at its option
purchase the Lender IS leasehold interest by paying to the Lender all
unpaid principal plus accrued interest, costs, fees and sums expended for
the preservation and protection of the collateral. In the event that the
Lender or any third party purchaser at judicial sale should become the
owner of said leasehold interest, then the provisions of Subparagraph (b)
above shall apply to said owner or its successors and assigns.
(d) In the event of a default by the Lender which shall remain
uncured after thirty (30) days written notice of such default from the
City to the Lender, the leasehold interest shall terminate and title to
the property shall be free and clear of any and all claims or liens by the
Lender; prov i ded. however, that the per i od wi th i n wh i ch the Lender is
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PINELLAS COUNTY FLA.
OFF.REC.BK 7920 PG 1664
required to cure a default shall be extended in the event that the default
cannot be cured within thirty (30) days and the Lender is actively and
reasonably makinQ efforts to cure the default.
3. All of the terms and conditions of the Agreement which are not
expressly amended herein shall continue in full force and effect, and are
incorporated herein by reference as if set forth in full.
4. The Foundation hereby agrees to pay all costs, fees and expenses of
the City and its counsel incurred in connection with the preparation and adoption
of this Amendment.
5. The City and the Foundation agree that the requirements of Paragraph
12 of the Agreement have been fully satisfied.
6. In the event that the City furnishes the Foundation written notice
of default, the City simultaneously shall provide a copy of said notice to the
Lender.
7. In the event that the City terminates the Lease for the reasons
specified in Paragraph 32 of the Agreement, the City shall pay to the Lender all
unpaid principal, accrued interest, costs, fees, and additional sums expended for
the preservation and protection of the Lender1s collateral.
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F'INFL lAC' ,."
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O'~.hEL.BK 7920 F)(: ·
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IN WITNESS WHEREOF, the undersigned parties have set their hands and seals
the day land year first above written.
Approved as to form and correctness:
ATTEST:
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Secretary
Witnesses:
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By:
Attest:
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CHI CHI RODRIGUEZ YOUTH
FOUNDATI , IN~
By:
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By: ~~-
Vice President
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