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LEASE AGREEMENT COVERING PARKING FACILITIES ADJACENT TO CLEARWATER SQUARE ,..... , -;0-. I I '. LEASE AGREEMENT COVERING PARKING FACILITIES ADJACENT TO CLEARWATER SQUARE THIS LEASE AGREEMENT, dated as of I}UC:,U$,-t' / , 1986, made and executed by the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER (the "Agency") and the CITY OF CLEARWATER, FLORIDA (the "City"). WITNESSETH: WHEREAS, the Agency and the City have entered into a Development Agreement, dated July 14, 1983 (the "Development Agreement") with J. K. Financial Corporation (the "Developer") for the acquisition of land by the Agency to be sold to the Developer for construction by the Developer of a commercial office building and a parking facility, a portion of which parking facility will be owned by the Agency and leased pursuant to this Lease Agreement to the City for operation as a part of the City's Parking System; and WHEREAS, the Agency has authorized the issuance of not exceeding $2,500,000 Tax Increment and Lease Revenue Bonds, Series 1986 (the "Bonds"), to finance the Agency's cost of development under the Development Agreement and has pledged for payment of the Bonds certain Pledged Revenues, as defined in the Agency's Resolution No. 86-1, adopted February 20, 1986 (the "Bond Resolution"), including, inter alia, the revenues to be received by the Agency pursuant to this Lease Agreement; NOW THEREFORE, in consideration of the mutual and dependent covenants of the parties hereto and other good and valuable considerations as hereinafter set forth it is hereby agreed by and between the Agency and the City as follows: Section 1. Definitions. All terms defined in the Bond Resolution shall have the same meanings herein. In addition, the following terms shall have the following meanings in this Lease Agreement unless the text otherwise requires: (a) "City Parking System Bond Ordinance" shall mean Ordinance No. 3020- 83, enacted by the City Commission of the City on February 14, 1983. (b) "City Project" shall mean that portion of the 1986 Project (as defined in the Bond Resolution) consisting'of additions, extensions and improvements to be made on the City Parcel (as defined in the Bond Resolution) in accordance with the Development Agreement. (c) "Leased Premises" shall mean the real property described on Exhibit "A" attached hereto, together with all improvements thereon, including, but not limited to, the City Project. LK L-08 /06/85-840 A-2223 Rev.10/29/85 Rev.02/12/86 Rev.02/26/86 -1- ec: FZ;j;l#.,-) L-U O ,.,~..' ,'\ . I' If I ..: )...d..~.t!/,. ~h,:-'... , (--; " " (i '6" ,/ , .: '. ' \. i'.,,~;.,}' 1..<t.,11 ',,,;,,t. i. f. " .) ':~ I ~ /"))//', U / ;;J ~ " &21; ...--.--.... ._,[' I I (d) "Net Revenues" shall mean the Net Revenues of the Parking System, as defined in the City Parking System Bond Ordinance. (e) "Rentals" shall mean all sums due to be paid by the City to the Agency pursuant to the provisions of this Lease Agreement. (f) Where the context so requires, words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporation. Section 2. Lease of Leased Premises. The Agency, as lessor, dOe5by these presents hereby lease to the City, as lessee, the Leased Premises for a term commencing on the date of delivery hereof and ending on the final maturity date of the Bonds, or on such earlier date on which all the principal of and interest on the Bonds, including any refundings thereof, have been fully paid and discharged. The Leased Premises shall include all improvements to be constructed thereon with the proceeds of the Bonds and other moneys legally available for such purpose; subject to such modifications thereof and variations therefrom as may be determined to be necessary or expedient by the City. Section 3. Rentals. The City agrees to pay the Agency as Rentals for the Leased Premises in each Fiscal Year beginning on the date of issuance of the Bonds, a sum equal to the Bond Service Requirement becoming due on the Bonds in such Fiscal Year, reduced by the amount of Tax Increment Revenues on deposit in the Payments Sub- Account in the Bond Debt Service Escrow Account on the first day of such Fiscal Year prior to transfer to the Sinking Fund. Such annual rentals shall be paid in equal monthly installments. All such rentals shall be cumulative, and any deficiencies in any Fiscal Year shall be added to the Rentals due in the next succeeding Fiscal Year and all Fiscal Years thereafter until fully paid. Section 4. Effective Date of Lease. This Lease Agreement shall become effective and binding upon the parties upon its execution; provided, however, that the Rentals shall not commence until the fifteenth day of the month following the delivery of the Bonds. Section 5. Construction of City Project. The Agency shall construct and equip the City Project, or cause the same to be constructed and equipped, by the Developer pursuant to the Development Agreement. Section 6. Application of Bond Proceeds. The Agency agrees to apply the proceeds of the sale of the Bonds in accordance with the Bond Resolution. The LKL-IO/29/85-840A-2223 -2- I I Agency shall pay to the City, from proceeds of the sale of the Bonds, the amount required to be deposited by the City in its Reserve Account created under the City Parking System Bond Ordinance by reason of the City's obligation to pay the Rentals hereunder. Such sum shall be held in a separate sub-account in such Reserve Account and shall be applied to pay the Rentals whenever the other moneys are not sufficient under the terms of the City Parking System Bond Ordinance. Interest earnings on such funds shall be applied by the City under the City Parking System Bond Ordinance. The moneys in such sub-account.- shall be applied by the City to make the final payments of Rentals due hereunder. Section 7. Special Obligations of City. The obligations of the City under the Lease Agreement, including the obligations to pay the Rentals, shall be special obligations of the City, payable solely from the Net Revenues as herein provided. Such obligations do not constitute an indebtedness, liability, general or moral obligation or a pledge of the faith or loan of the credit of the City, the State of Florida or any politic_al subdivision thereof, within the meaning of any constitutional or statutory provisions. Neither the State of Florida nor any political subdivision thereof nor the City shall be obligated to pay the Rentals or other costs incident to this Lease Agreement except from the Net Revenues, in the manner provided herein. Neither the faith and credit nor the taxing power of the State of Florida or any political subdivision thereof is pledged to the payment of the Rentals or other costs incident to this Lease Agreement. The acceptance of this Lease Agreement by the Agency shall be deemed an agreement between the City and the Agency that the obligation to pay the Rentals and other costs incident to this Lease Agreement shall not constitute a lien upon the Parking System, or any part thereof, or any other property of the City, but shall constitute a lien only on the Net Revenues, in the manner hereinafter provided. The payment of the Rentals and other costs incident to this Lease Agreement shall be secured 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 of the Rentals and for all other required payments under this Lease Agreement. The obligations of the City hereunder shall constitute "Additional Obligations" within the meaning of the City Parking System Bond Ordinance, and the lien on and pledge of the Net Revenues hereby made shall rank equally and on a parity with the lien on and pledge of the Net Revenues made under the City Parking System Bond Ordinance to secure the Bonds (as defined therein) issued thereunder. All covenants contained in the City Parking System Bond Ordinance shall be applicable to the obligations of the City under this Lease Agreement. LKL-IO/29/85-840A-2223 -3- I I Section 8. Covenants of the City. The City further covenants that it will take over the control, operation, management, maintenance and repair of the City Project after completion of construction thereof and agrees to operate the City Project as a part of the City's Parking System. Section 9. Agreement Irrevocable. This Lease Agreement shall not be subject to revocation or termination either by the City or the Agency, 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 full term of the lease of the City Project made by this Lease Agreement and to fully perform all the provisions of this Lease Agreement with respect to the operation, maintenance and repair of the City Project or any part thereof, the application of the Net Revenues as provided in this Lease Agreement, and all other obligations provided in this Lease Agreement for the full term hereof and in any event for as long as any of the Bonds or the interest thereon are outstanding and unpaid. Section 10. Enforceability. This Lease Agreement shall be deemed to have been made for 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 all the provisions of this Lease Agreement shall be enforceable in any court of competent jurisdiction by any such person. The failure of the Agency to enforce any agreement, condition, covenant or term by reason of breach thereof by the City after notice thereof shall not be deemed to void, invalidate or affect the right of the Agency to enfroce this Lease Agreement or any of the terms and covenants hereof on the occasion of a subsequent default or breach. Section 11. Covenants of the Agency. The Agency covenants and agrees as follows: (a) As soon as possible after the execution and delivery of this Lease Agreement it will take all necessary action to issue the Bonds and will apply or cause to be deposited and applied the proceeds of the Bonds in the manner and for the purposes provided in this Lease Agreement. (b) This Lease Agreement shall be irrevocable as long as any of the Bonds including any refundings thereof or interest thereon are outstanding and unpaid. (c) When the City has performed all the covenants in this Lease Agreement and has paid the Rentals provided herein for the full term of this Lease Agreement and such rentals, together with other Pledged Revenues under the Bond Resolution, shall have been sufficient for the final payment and discharge of all the Bonds and all interest LKL-IO/29/85-840A-2223 -4- I I 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 Agency 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. Section 12. Agreement Not Assignable. This Lease Agreement shall not be assignable by either the City or the Agency except for the benefit of the Registered Holders of the Bonds issued under the Agency's 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 tenants such portion or portions of the City Project as are not needed by the City at such terms and on such conditions, consistent with the City's Parking System Bond Ordinance, as the City may see fit. Section 13. Lease Subject to Developer Option. This Lease Agreement shall be subject to the option granted to the Developer under paragraph 14.06 of the Developer Agreement to lease 50 parking spaces constituting a part of the City Project. Upon the exercise of such option, the Rentals due under this Lease Agreement shall be reduced in each Fiscal Year by an amount equal to the rentals actually paid in such Fiscal Year by the Developer. Section 14. Amendment or Modification of Agreement. No material amendments or modifications of this Lease Agreement shall be made, except upon compliance with the provisions of the Bond Resolution and the City Parking System Bond Ordinance for amendment or modification thereof. This provision shall not be construed, however, to prevent the revision of this Lease Agreement by the Agency or the City upon the refunding of all the Bonds issued under the Agency's Bond Resolution and then outstanding. Section 15. Severability of Invalid Provision. If anyone or more of the covenants or provisions of this Lease Agreement shall be held contrary to any express provision of law or contrary to the policy of express law though not expressly prohibited or against public policy or .shall for any reason whatsoever be held invalid then such covenants or provisions shall be null and void and shall be deemed severable from the remaining covenants or provisions of this Lease Agreement and shall in no way affect the validity of the remaining covenants or provisions of this Lease Agreement or of the Bonds. Section 16. Use of Additional Punds for Payment. Subject to the provisions of the Florida Constitution, nothing herein contained shall preclude the City from using any legally available funds in addition to the Net Revenues which may come LKL-10/29/85-840A -2223 -5- J I 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 costs pursuant to this Lease Agreement. IN WITNESS WHEREOF, the Agency 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; 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 I sJ' day of /J.tJ6u.r1 , 1986. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER I By: A tte"st': ~ - ~ ~..~ -- ~- -..... . -- --' .> - "'-.. ~ . ..~,:; . .' '-. ~ '- "fq ~ \ V' -;:- ..~ ' ~~1~'~~~~" < .... ,~b '---- .Qf ! . '. ....~., ." ~.;, ". \ ." <~:: / ~ '.' Witness as to Agency: 6/~-IJ;ar9J L1tfb~ / LKL-02/26/86-840A-2223 -6- I Attes!: ': _-:: " - - . ~ - - - ...-- .... .;.~ - -...;.:;. ..... .;: (.<'~,,'.-:,' ~-"- <' -;~ <,' ',t,. <' <' " '. . ,<' . , " " _'..... v ',: ~~'- -J,I'~J.'Q... ~~ ~lp.rlt " /_,' ~_ ...~- -- .- ... ~.. ~ APp'rov~~ as -t%MU -and correctness: ~ City Attorney Witnesses as to City: ~/~ ;l;o/f~ ~~ LKL-IO/29/85-840A-2223 I CITY OF CLEARWATER, FLORIDA By: By: -7-