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CONSENT TO ASSIGNMENT & ASSUMPTION OF MUNICIPAL AGREEMENTS COMMUNITY REDEVELOPMENT AGENCY OF THE CITY .'-~~ I I CONSENT TO ASSIGNMENT AND ASSUMPTION OF MUNICIPAL AGREEMENTS THIS CONSENT TO ASSIGNMENT AND ASSUMPTION OF MUNICIPAL AGREEMENTS is made and entered into this 8"'" day of ~ ' 1988, effective as of the 31st day of May, 1988, by the OMMVNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORID , a body politic and corporate under the laws of the State of Florida (hereinafter referred to as the ~Agency~), and the CITY OF CIJEARWA'l'ER, FLORIDA, a body politic and corporate under the laws of the State of Florida (hereinafter referred to as the ~City"). WIT N E SSE T H: WHEREAS, pursuant to Assignment and Assumption of Municipal Agreements dated as of May 31, 1988 (the "Assignment"), by and between MARIA REAL ESTATE, INC., a Florida corporation (hereinafter "Assignor"), and MACK CLEARWATER LIMITED PARTNERSHIP, a Florida limited partnership (hereinafter "Assignee"), all of Assignor's interest in the following-described instruments have been assigned to Assignee and Assignee has assumed the obligations of Assignor thereunder: (a) Development Agreement dated July 14, 1983, recorded in Official Records Book 5868, Page 1530 of the Public Records of Pinellas County, Florida, as modified by Anlendment dated July 25, 1984, with the City of Clearwater, Florida and the CLEARWATER REDEVELOPMENT AGENCY, now known as the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER recorded in Official Records Book 5868, Page 1543 (as modified, the ~Development Agreement~); (b) a lease of a portion of the parking garage owned by the Agency constructed pursuant to the Development Agreement (the "Parking Lease"); and (c) Assignor's interest under all other parking agreements, developer agreements, municipal agreements, or other agreements benefitting and burdening all or any part of the real property located in the City of Clearwater, County of Pinellas, State of Florida, legally described in Exhibit "A" to the Assignment (hereinafter referred to as the "Premises"), including, without limitation, that certain Maintenance and Operation Agreement for the Park Street Garage between the City and Assignor dated November 11, 1986; and (The Agreements referred to above are hereinafter collectively referred to as the "Agreements"). WHEREAS, all the executory provisions contained in Paragraphs 3, 4, 5, 5.01, 5.02, 5.03, 6., 6.01, 7.01, 7.02, 8, 9., 9.02, 10.(a-g), l1.(a), l1.(b), 13, 14.01, 14.02, 14.04, 14.05 and 19.10 of the Development Agreement, including the payments required by the Agency thereunder, have been fully performed and satisfied by the City, the Agency and J .K. FINANCIAL-CLEARWATER SQUARE, INC. WHEREAS, a true and correct copy of the Assignment is attached hereto as Exhibi.t "A" and incorporated herein by reference, and Assignor and Assignee have requested that the Agency and the City consent to the Assignment, and the Agency and the City are willing so to do subject, however, to the terms, covenants, conditions and provisions of the Agreements, and the terms and conditions provided in the Assignment; Nm'1, THEREFORE, and other good and sufficiency of which Ci ty hereby consent for and in considerat ion of the premises valuable consideration, the receipt and is hereby acknowledged, the Agency and the to the Assignment, subject to the terms, C-~: F) cr~) '"A ~ '%/0 D (~) - . CJt'-/1"7..CO .- ~ I I covenants, conditions and provisions of the Assignment and the Agreements assigned thereby, and agree as follows: 1. Notices. Any notice or demand that is permitted or required by any of the Agreements shall be in writing, and shall be deemed to have been given when personally delivered, or one (1) day after deposit into Federal Express or other prepaid courier service that guarantees overnight delivery, or three (3) days after deposit in the United States mail, certified or registered, return receipt requested full postage prepaid, addressed to the party for whom such notice is intended as follows: If to Assignee: MACK CLEARWATER LIMITED PARTNERSHIP One Mack Center, Seventh Floor Tampa, Florida 33602 If to Agency: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER Post Office Box 4748 Clearwater, Florida If to City: CITY OF CLEARWATER Attn: City Manager P.O. Box 4748 Clearwater, FL 34618-4748 The above addresses may be changed from time to time by the party holding such address, by the giving of a written notice designating the new address for future notices. Notice given by any means other than as set forth in this paragraph shall be effective only upon actual receipt by the party for whom the notice is intended. 2. Fulfillmef!t of Obligations. By the execution hereof, CITY and AGENCY agree that all the executory provisions contained in Paragraphs 3,4,5,5.01,5.02,5.03,6.,6.01,7.01,7.02,8, 9., 9.02, 10.(a-g), l1.(a), l1.(b), 13, 14.01, 14.02, have been fulfilled, complied with and satisfied in full; that by virtue of this instrument and satisfaction of said obligations those terms and conditions are no longer considered covenants affecting the land. 3. Current Status. By execution hereof, CITY and AGENCY agree that (i) Assignor is not in default with respect to any of Assignor's obligations under any of the aforesaid agreements, (ii) all of the aforesaid agreements are in full force and effect without modification except as aforesaid and except for the satisfaction of the executory provisions as set forth in paragraph 2, above,and (iii) all amounts of money required to be paid by Assignor pursuant to the aforesaid agreements, except for Assignor's share of the maintenance expenses for the current month, have been paid. 4. Successors and Assigns. The terms and conditions of this Consent shall inure to the benefit of, and shall bind, all parties hereto and their respective successors and assigns, all tenants and their subtenants (if any). 5. Construction. Whenever used herein and the context requires it, the singular number shall include the plural, the plural the singular, and any gender shall include all genders. 6. Q9ve:J;ning Law. The parties agree that the law of the State of Florida shall govern the construction, interpretation and enforcement of this Consent. 2 . - - ',.' J I IN WITNESS WHEREOF, the parties hereto have executed this Consent as of the day and year first above written. ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER ~.~z. L ~.r,. ~rk/Soa.cr-~o..'C-) By: "AGENCY" ATTEST: - - FLORIDA -. ... ,"" .. . '" ~ By: or STATE OF FLORIDA ss. COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this 8th day of July 1988, by Rita Garvey and Cynthia E. Goudeau , respectively, the Chairman of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, and the City Clerk of the CITY OF CLEARWATER, FLORIDA, a body politic and corporate under the laws of the State of Florida, on behalf of the Agency. ...:: //tv~/~ Notar P lic' My Commission xpires: (NdrARIAL SEALL K:;laiy ~i&li(, St,1te cf r-iorida My ("cnii;li~ji\Jil h.l'in.:s .lull 21, 1988 eOIlC1~j Tr,;u Tloy hHn ~ Insurance,_ ln~ ._...:0.:1 STATE OF' FLORIDA 55. COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this 8th day of July , 1988, by Rita Garvey as Mayor and Cynthia E. Goudeau as City Clerk, of the CITY OF CLEARWATER, FLORIDA, a body politic and corporate under the laws of the State of Florida, on behalf of the City. ~~~ My Co~i~sion ~pires: (NO'i~RIl\-L SEAL) -- ,-. ~- / NJta:y Public St~te of Aoridi-' My lCllIiIliHillrl hlllr"s July 22, 1988 Bonaud rhru Troy tain - Imurance, jnc~ h/re/rhs/crei/jkfince/consent.mun 3 .