06-01-1992
~. ;' d
> .
. .
. . . .
,: . .' .
'.' ,
. , ., ~. :."'~" ',:) . .'
.; "'.~': .. " . ~. ..,.. . :::. : .:
. ,,, .
Agenda/C
6-1-92
OJS7
'"i. i
.' . .....,..; ...;',,,,,,,"1-1.<'
AGENDA
Community Redevelopment Agency
June 1, 1992
9:00 A.M.
I. Call to order
II. Approval of Minutes of:
2/3/92
III. Assignment Agreement -
Coachman Downtown Center
Associations (Coachman Building)
IV. Maas Brothers Task Force
Recommendations - Ed Mazur
V. Set joint meeting with DDS
VI. Adjournment
1
, ~L ,/~"':;(~.:':.;.:~.~;_:'~'._'~~~:;:;::
ALFRED E. FAOH.
OF COUNSEL
. ALSO ADMITTED !O
PRACTICE IN NEW YORI<
..ALSO AOMITTED TO
Pf~"CE IN CALIfORNIA
OUR FILE 1#
. '^ ." > . ~,".' '.' : - ~. ' i "~" <
..
HARPER, KYNES, GELLER, WATSON & BUFORD, ~A.
AnonNf.VtJ AT LAW
CHAALES A. BUFORD
JACt< J. GELLER"
CLAAK H. GREENlEAf"
J. BRUCE HAAf'ER
C. ALLEN KVNEti. JR,
DENNIS R. PEMBERTON
DENNISJ. WATSON
2560 GULF To BAV BOULEVARD
SUITE 300
CLEARWATER, FLORIDA 34625
(613) 799-4840
TAMPA DIRECT: 655-4058
TELECOPIER: 797-8206
4671/4538
May 15, 1992
Michael Wright, city Manager
city of Clearwater, Florida
112 S. Osceola Avenue
Clearwater, FL 34616
Re: Development Agreement dated December 21, 1984 between the
City of Clearwater, Florida (the "city"), the Clearwater
Redevelopment Agency (the If Agency") and Coachman Downtown
Center Associates ("CDCtI)
Dear Mr. Wright:
Our finn represents Coachman Downtown Center Associates ("CDC") 1
owner of the Coachman Building located at the intersection of
Cleveland street and North Fort Harrison, in Clearwater (the
"Buildinglf).
CDC is restructuring its current financing with Chase Manhattan
Bank, N .A. ("Chase") on the building and will be paying off its
existing Bond financing (City of Clearwater, Florida Floating Rate
Industrial Development Revenue Bond [Coachman Downtown Center
project] Series 1985 No. R-l) with a twenty-four (24) month term
loan of $5,193,750.00 from Chase (the New Loan).
In conjunction with the original construction of the Building, the
City, the Agency and CDC entered into a Development Agreement dated
December 21, 1984 (the "Agreementlt). A copy of the Agreement is
attached for your information. The remaining purpose of the
Development Agreement is to provide for lease of parking spaces in
. the city parking garage and for non-exclusive use of an alley to
the East of the Coachman bui.lding. For your information, the
original staff memorandum to the City commission (December 6, 1984)
is attached. Please note that taxes paid for 1991 were $71,065.15.
Under the terms of the New Loan between Chase "nd CDC, the
Development Agreement will be conditionally assigned to Chase as
additional security. A copy of the proposed Assignment of
, ',' dn.
, ,~;" ~ ':;;; '","
" ",..'/,
.
HARPER, KYNES, GELLER, WATSON & BUfORD, ~A.
ATTORNEYS AT LAW
Michael Wright, City Manager
Re: Coachman/Chase Manhattan
May 15, 1992
Page Two
Development Agreement (the "Assignment) is attached.
T~e existing Development Agreement contemplates assignment (Page
7, paragraph 11.03) and requires consent of the City and the
Agency. We request that this Consent be evidenced by execution of
the Assignment.
The consent of the city and the Agency will not change the parties
as they have existed since 1984 and only confirms that the city and
the Agency will honor the Development Agreement if CDC defaults on
its New Loan and Chase becomes the owner of the building.
The consent of the City. and the Agency wi 11 not increase the
existing obligations of the city nor the Agency nor decrease the
obligations of CDC.
We respectfully request you recommend approval.
Very truly yours,
HARPER, KYNES, GELLER,
WATSON & BUFORD, P.A.
r'\ (-y.--2, ... ~~----
~~~-
c. Allen Rynes, Jr.
CAK: lb
cc: David S. Gordon, Esquire - wlo attach.
Bruce Lubitz, Esquire - w/o. attach.
M. A. Galbraith, Jr., Esquire - wjattach.
LAB/COAtH/URIGHT
'.< .. . ; ,,'. "" ..... '.. '.:' .',.< 'cf/,' .~'.' .~.';~~.:iL ,,' ,'; ,'I' /:. '. : . ,.. , ; .':_' , : ..:: \' .
AS~IGNMENT OF DEVELOPMENT AQREEMENT
I.
!
THIS ASSIGNMENT, made as of the 15th day of April,
1992, by COACHMAN DOWNTOWN CENTER ASSOCIATES, a Florida general
partnership, having its principal office c/o DKM Properties
Corp., at Princeton Pike Corporate Center, Building IV - Lower
Level, 1009 Lenox Drive, Lawrenceville, New Jersey 08648
("J\ssi~nor"), to THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
a national banking association, having its principal office at
101 Park Avenue, New York, New York 10081 ("Assignee").
w .! T N ~ ~ SET H:
WHEREAS, Assignor and Assignee have entered into a
Credit Agreement, dated on or about the date hereof (as the same
may be modified, supplemented Qr in effect from time to time, the
"Credit AgreementU), providing for a loan (the "Loan") to be made
by Assignee to Assignor on the terms and conditions set forth
therein in the principal amount of $5,193,750 to be evidenced by,
and repayable with interest thereon in accordance with a
promissory note (the "Note") executed and delivered by Assignor
to the Assignee pursuant to the Credit Agreement;
WHEREASp it is a condition to the obligation of
Assignee to make the Loan to Assignor pursuant to the Credit
Agreement that Assignor execute and deliver this Assignment;
NOW, THEREFORE, for good and valuable consideration,
Assignor hereby grants, transfers, and assigns unto Assignee, all
of Assignor's right, title and interest in and to and arising
291028
from that certain Development Agreement dated December 21, 1984,
by and between Assignor, and the City of Clearwater Florida (the
"city"), and any and all modifications or amendments thereto (the
"Development Agreement") including, without limitation,
Assignor's rights to lease parking spaces in the Parking
Facility, as such term is defined in the Development Agreement,
together with the right to exercise all other rights, options and
privileges extended to Assignor under the terms of the
Development Agreement.
AND Assignor further covenants with the Assignee as
follows:
1. This Assignment is made for the purpose of securing
Assignor's obligations to Assignee under the Credit Agreement.
2. This Assignment shall constitute and serve as a
Security Agreement within the meaning of and shall create a
security interest under the Uniform Commercial Code as adopted by
the state of Florida. Assignor agrees to execute and deliver to
Assignee, in form satisfactory to Assignee, such financing
statements and other instruments as Assignee may, from time to
time, consider reasonably necessary to create, perfect and
preserve Assignee's security interest in and to the Development
Agreement and Assignee shall cause such financing statements and
other instruments to be recorded and re-recorded, filed and
refiled, at such times and places as may be required or permitted
by law to so create, perfect and preserve such security interest.
Assignee shall have all the rights with respect to the
-2-
291028
~
Development Agreement afforded to it by the Uniform Commercial
Code as adopted by the State of Florida.
J. Assignor represents and warrants that it shall:
(a) promptly perform and observe all of the
covenants and agreements required to be performed and
observed under the Development Agreement and do all things
necessary to preserve and to keep unimpaired its rights
thereunder;
(b) promptly notify Assignee of any default by
Assignor under t~e Development ,Agreement in the performance
or observance of any of the covenants or agreements on the
part of Assignor to be performed or observed thereunder or
of the giving of any notice by the City under the
Development Agreement to Assignor (1) claiming such a
default or (ii) of the City's intention to exercise any
remedy reserved to the City thereunder; and
(c) promptly cause a copy of each such notice
given by the City to Assignor to be delivered to Assignee..
4. Assignor shall not surrender its interests under
the Development Agreement, no~ terminate or cancel the
Development Agreement, and Assignor shall not modify, change,
supplement, alter or amend the Development Agreement either
orally or 1n writing, and any attempt on the part of Assignor to
exercise any such right without the consent of Assignee shall be
null and void.
S. Upon the full payment and satisfaction of the
indebtedness, other sums and Qther obligations evidenced by the
-3-
291028
Credit Agreement, this Assignment shall become and be null and
void and of no further effect.
6. Nothing contained herein shall operate to impose
any obligation or liability on Assignee for the performance of
any of Assignor's obligations under the Development Agreement,
unless and until Assignee succeeds to Assignor's interests and
expressly assumes Assignor's obligations under the Development
Agreement. Assignor agrees to indemnify and hold Assignee
harmless against any and all liability, loss or damage which
Assignee may incur under the Development Agreement or under or by
reason of this Assignment and of and from all claims and demands
whatsoever which may be asserted against it by reason of any act
of Assignee under this Assignment or under the Development
Agreement prior to the time that Assignee succeeds to Assignor's
interests under the Development Agreement.
7. This Assignment cannot be changed or terminated
orally and shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.
8. This Assignment shall be governed in accordance
with the laws of the state of Florida.
I .
-4-
291028
I
I
\
I
'I
,1
J,
I
.!
)
IN WITNESS WHEREOF, this Assignment has been duly
executed by Assignor the day and year first above written.
COACHMAN DOWNTOWN CENTER ASSOCIATES,
a Florida General~ artnership
~
By
RONALD
Partner
The undersigned City of Clearwater and Clearwater
Redevelopment Agency hereby consent to the provisions of the
foregoing Assignment of Development Agreement and agree to be
bound thereby.
countersigned by:
CITY OF CLEARWATER, a
Florida Municipal
Corporation
Mayor-Commissioner
By:
City Manager
Approved as to Form and
Correctness
Attest:
City Attorney
City Clerk
CLEARWATER REDEVELOPMENT
AGENCY, a Body Politic
and Corporate under the
laws of the state of
Florida
By:
Chairman
-5-
~91028
, ~.' \. . 'I' .. . . - ...... ~ \' . . . " ~. \. . " \ ." . '. .
~~t';"."". '....:. ~..~, ,.-t.".
,{~::"\"'J~.... '"""'."' " h"'".::,~",,~,
.: "
STATE OF NEW JERSEY )
.
.
COUNTY OF MERCER )
ss. :
1/11.';"
On this /d day of Ap~l, 1992, before me personally
came Ronald Berman, to me known, who, being duly sworn, did
depose and say that he resides at
that he is a general partner of Coachman Downtown Center
Associates, a Florida general partnership, the partnership which
executed the foregoing instrument; that the execution of said
instrument was duly authorized according to the Articles of
General Partnership; that Ronald Berman, a general partner,
executed said instrument on behalf of the partnership pursuant to
such authorization.
I
$l !..- LA ?{a..,LL II l..dJ..........
Notary Public
DEBRA HASHMAN
Notary Public of New Jersey
My Commission Expires July 8, 1992
291028
. 1 . . : . : :, ,'.\ 'I I, ' "',', ~ . . . " . . ' , ., . ..' ' , ~ '.
. ',I':.',<:~ '.'..~'-.:-~" ;':. ,.,~:,... _,. ~ . , .,'(
STATE OF FLORIDA )
: ss.:
COUNTY OF PINELLAS )
The foregoing instrument was acknowledged before me
day of , 1992 by
as City Manager of the City of
Clearwater, who is personally known to me or who has produced
as identification and who did/did not
this
take an oath.
NOTARY PUBLIC
Typed Name
My commission expires:
Serial Number (if any)
STATE OF FLORIDA
)
)
ss.:
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me
this day of , , 1992 by
as Mayor-Commissioner of the City of
Clearwater, a Florida Municipal Corporation on behalf of said
City of Clearwater, who is personally known to me or who has
produced as identification and who
did/did not take an oath.
NOTARY PUBLIC
Typed Name
My commission expires:
Serial Number (if any)
291028
/:..: u:~..' >< . '; I ; '.~,;'~',: . ." :.:: ::, >'t~' .:.... .' . . ,': ,::; ;f,'i,..,'< :'< .~ :":^ ;, ,; ;r/ :>:
~.~~'/~~~'~.'~[~~.~.:,l'~:;:~,..'~;~!.\,.~." \ . " ...... ._... ....\. ..
-- . . ~ ~ .' I " .1' I ....., ". ,. h '.. " . ....
t.~,.r~<<A:'.":<.:.'~"'" ".... ,': ,,,~:,!...;,,"'~',~'_"Y~.?~i...l;;":j..f,."/"'Yl;".,, _.~"''-'' .'.
~. " ..' ,.:--;- n, "
.'....;" i ...:t,<,.~:, '...
'. .:: f' .,> .c....
STATE OF FLORIDA )
COUNTY OF PINELLAS )
ss:
The foregoing instrument was acknowledged before me
this day of ., 1992 by
, as Chairman of the Clearwater
Redevelopment Agency, a Body Politic and Corporate under the laws
of the state of Florida on behalf of e~!d Agency. He/she is
personally known to me (or has produced as
identification) and did/did not take an oath.
NOTARY PUBLIC
Typed Name
My commission expires:
Serial Number (if any)
-1-
U1028
Agenda No.
Meetl ng Date: 12/6/04
MEMORANDUM TO:
The Ci.ty Com mission of the City of C lea rwater
SUBJ ECT:
COACIIMI\N DOWNTOWN CENTER DEVELOPMENT AGREEMENT
RECOM MENDATION: The Development Agreement for the Coachman Downtown Center
project be approved
OJ And that the appropriate officials be authorized to execute some.
BACKGROUN 0:
The salient points of the proposed agreement are as follows:
1. The City agrees to construct a parking garage on City parking lot
'4 (North Garden Avenue) containing at least 200 p~rking spaces
and to complete it by December 31, 1985.
2. Fifty full size parking spaces will be leased to the developer for
a period of 15 years at a monthly rental of $26.25 per space.
3. The developer has an option to lease an additional 50 spaces for
15 years at a ~ental of $35.00 per space per month with that rate.
adjustable to market rental each five years.
4. The existing pedestrian walkway adjoining the propert.y on the east
will remain for pedestrian use and a non-exclusive license for
use will be granted to the developer.
5. The property may not be transferred to a' tax exempt entity.
1 t is expected that the assessed value of the property impro',ements will
increase $2,000,000 after completion of the project. This increase is
estimated to produce $10,000 per year in additional contributions to the
Redevelopment Trust Fund. The agreement contemplates that the benefi.t of
this annual contribution will be used to defray the .cost of the public
parking improvements to be leased to the developer.
The amount of the expected tax increment together with the rent will pay
all of the debt service and operating costs anticipated for the first SO
parking spaces. The remaining spaces are to be leased at projected market
rates. It is, therefore, recommended that the Development Agreement be
approved.
Commission Disposition:
1. Approyed as Recommended/Reyised/Conditional
2. Continued to
Follow-up Action:
da'~
Submitted by:
Costs:To De ~t-Ortnined
Funding Source:
o Capital Improve-
ment 8udqet
o Operating Budget
o Other
Proposed
tewlopTent
Agreement
Advertised:
o Affected
Parties
Notified
ot Meeting
rEAttachmenfs:
Dote:
City Manager
Poper:
00 Ie a Sequential
Reference
E Not ReQui red lX1 No' Requ!!-~d
( 1/ J~_ 11':- 7-
OrlginatlnQ Oeportmen. r
Appropriation Code
PLANNING & URD^N DEVELOPMENT
o None
ogvr.:r..OPME:NT AGHI~l.;MEN'l'
'rillS ^GHBEM~NT made this & day of . '
1964, by and between the CITY OF CLEARWATER, FLORIDA, a Florid~
municipal corporation, hereinafter called "the City", the
CLEARWATER REDEVE~OPM~NT AGENCY, a body politic and corporate
under the laws of the state of Florida hereinafter called "the
Agency" and COACHMAN DOWNTOWN CENTER ASSOCIATES, a Florida
general partnership, hereinafter called ~CDC."
WIT N E SSE T H:
- - - - _. -- - - -- ....
WHEREAS, CDC has the option to purchase two parcels
of real property, more particularly described on Exhibit "A"
attached hereto and made a part hereof, hereinafter referred to a5
"Parcel A" and on Exhibit "13" attached hereto and made a part
hereof, hereinafter r(Jferred to as "Parcel B", such real propert~.
being located in the City of Clearwater, Pinellas County, Flor~da;
and
WIIEREAS, Parcels ^ and n are Ioca te<1 wi thin the I)OWIIl:.OWII
Deuelop~ent District of the City a~d arc under the development
jurisdiction of the Agency; and
WHEREAS, CDC is desirous of t'enovnting, rehabili-
tating and constructing an office and retail building,
includill~j lllnit.ed on-site parking, located or. Parcels "A" and
"0" together with securing rights to parking in facilities to
be constructed by the City or the Agency on a parcel
described on Exhibit "e" attached hereto.
WII EHEAS.. tHe G i ty and the Age ncy cons i.de r tha t deve top..
ment of the real property described as Parcels A and B ns con-
templated by CDC is in the public interest~ and
WHEREAS,: the City, the Agency and ,eDe, subj(lct to
all applicable provisions of Part III of Chapter 163, Florida
statutes, desire to enter into an Agreement establishing the
dutios ~nd obligations of the parties hereto for the acquisition
and development of the real property described as Parcels A, a arirl
the paekfng facility (Exhibit "e") in the manner contemplated
by coc on the terms ano conditions set forth herein.
NOW THEREFORE, in consideration of the for.egoing reci.-
tals, the mutual covenants and conditions contained herein and
oth'3r good and valuable (:onsiderations, the receipt of which is
hereby ackno~ledgod, the City, the Agency and CDC hereby agree
as follow~;:
CAK: t.hm U" 4 4 0 ..
12/04/04 OKMA21.l
I
,., " '.'. . '. . ,~ ' l ~ '," '. "I I'., ,. I". . . ; . \1, I' l 1# \ ,'~.., ........, \"
1. I{ccitals. The above rucitals c\l:V tl:ue ilnd COlTI.:!Cl:.
and a~e incorporated herein by reference.
2. Dofinitions. As used in this Agreement the
following terms shall have the fOllowing meanings:
2.01 Agenct. "Agency" means the Clearwater
Redevelopment Agency with their principal location at 112 S.
Osceola Avenue, Clearwater, Florida.
2.02 Agreement. "Agreement". means this Agreement as it
may be amended from time to time as provided for herein.
2.03 City. "City" means the City of Clearwater,
pinellas County, Florida, with their principal location at 112 S.
Osceola Avenue, Clearwater, Florida, acting through its governing
body, the City Commission of the City of Clearwater.
2.04 Closinq. "Closing" means the execution and deli-
very of those documents and funds necessary to perfect the closing
of this transaction and the transfer of title to the real property
as contemplated hereby..
2.05 Conditions Precede~t. "Conditions Precedent" means
those items which must be satisfied prior to closing and prior to
development in order to obligate CDC to purchase the real pro-
perty as described herein and to proceed with development.
2.06 Coachman Downtown Center Associat~s. "CDe"
means a Florida general partnership with its prinCipal place
of business at 15 South Lincoln, Clearwater, Florida.
.
2.07 Office Building. "Office nuilding" means a five
story multi-tenant commercial office building which shall contain
approximately 14,383 square feet of commercial retail space on the
fi~st level thereof, 33,000 square feet of commercial office
and/or limited retbil space.
2.08 Par.cel A. "Parcel A" means. that certain parcel of
real property more particularly described on Exhibit "AI' attached
hereto and made a part hereof: (The Coachman Parcel).
2.09 Parcel U. "Parcel 0" means that certain parcel of
real property more particularly described on Exhibit "0" attachod
hereto and made a part hereof (The Boyd Parcel)"
2.10 parking Facility. nparking Facility" means a
parking garage, said parking facility to contain a minimum of
200 parking spaces to be owned by the Agency or City with 100
-2-
.
.
dedicated to use by office building tenants pu~suant to terms
later defined and to be located as described in Exhib.it "C",
2.11 ~eal propert~. "Real property" means the real
property described on Exhibits "An, "n" and "e" attached hereto,
all of which are the subject of this Agreemellt together with any
permanont improvements that may be located thereon together with
all rights and the pertinences thereto. .
3. All executory provisions of this Agreement are
expressly made subject as a condition to prior satisfaction of and
compliance with the provisions of all applicable state and federal
laws, local ordinances and other rules and regulations. Included
in such statutes are all applicable provisions of Part III of
Chapter 163, Florida statutes. The parties hereto agree to exert
their best efforts to secure the satisfaction thereof and
compliance therewith.
4. Conditions Precedent. In addition to any other con-
ditions precedent contained in this Agreement, CDC shall not
be required to proceed under this Agreement unless the fOllowing
conditions precedent have been satisfied as of the closing:
I
(8) That the real property described as Parcels A
and B and the parking facility is zoned to permit construction,
renovation and rehabilitation of the office building and parking
facility as contemplated by cue. The City shall furnish to
CDC a certified copy of the zoning ordinance and any resolu-
tion applicable to the real property evidencing such zoning.
(b) That CDC shall be in receipt of an opinion
letter from 'the Ci ty Attorney, Ci ty of eleaL~wator, Flor.lda,
opining the following' as of the closing:
(i) The zoning classification of the real property
described as Parcels A and n and the parking faci-
lity1is suitable for the intended use by CDC of
such real property and that such use is permitted
under the applicable zoning ordinances and regula-
tions of the City, the Pinellas County land use plan
and any applicable regulation, resolution, plan or .
other promulgations made, passed or adopted by the
Agency.
(ii) That the City and the Agency have the right
and power of authority to enter into this Agreement
concerning the real property described as Parcels A,
Band C. (There shall be attached to the opinior.
letter true and correct copies of the resoution or
the City of Clearwater and the Agency authorizing
"
-3-
r
the (! xecu t ion of th i s Ag l."eeme nl.
(c) That CDC has received satisfactory written
evi~ence that all necessary sewer, water, drainage ~nd other uti-
lities and streets and roads are available to the project and have
been or will be upgraded or constructed, at City's expense, and
brought to the real property described as Parcels A, B und C,
prior to or simultaneously with the construction of the office
building and parking facility. Such facilities, including all
utilities and street widenings or other improvements, shall bo
upgraded or constructed in full compliance with all rules, regula-
tion standards o~ specifications of the goveLnmental authority
having jurisdictions thereof.
(d) CDC has received a certified copy of the
inducement resolution of the City authorizing the issuance of
Industrial Revenue Bonds for the acquisition and development of
the real property as contemplated by this Agreement and funds from
sale of bonds a~e available for development.
(e) That CDC has received satisfactory written
evidence that the City has sufficient right and title in and t.o a
certain public alleyway located adjacent to the east side of
Parcel "A", more specifically described on Exhibit "D" to grant to
CDC a non-exclusive right (license) to use said alley pro-
vided that pedestrian traffic is not prohibited. Said use shall
(1) permit the placement of furniture and material in the aroa
cOl\slstent with continued public use allowing open pedestrian
ingress and egress; (2) allow mutually acceptable resurfacing
(except for the Florida Power vault near the south end of the open
space) and;. (3) provide that CDC is to keep the alley free of
trash and debris.
(f) That, subject to submitting site and
building plans and specifications and a.community impact state-
ment, all of whicH conform with applicable codes, CDC has
roceived satisfactory written evidence of the availability
and subsequent issuance of a building permit f.or the
construction of the office building and parking facilities as
contemplated by this Agreement.
S. Further Obligations of CDC.
, . , .
(a) CDC agrees to submit plans, specifications,
including a site plan, for review and approval. Such submittal
shall allow at least forty-five (45) days for the review process.
(b) CDC agrees that it will pay the required
fees fe,,: t.he issuance of a building permit for the' construction,
renovation and rehabilitation of the office building as con-
templated by this Agreement and will commence construction of the
-4-
.
.
pl~oject within ni.nety (f)U) dtlYs thct-oafter., except fOl- delays
beyond the control of COC . Construction will be continued
with due diligence thereafter except for causes beyond the control
of CDC .
It is intended that the property described as Parcel
A, and Parcel B, and all ~mprovementG thereon, shall not be exempt
from ad valorem taxes, but shall be subject to ad valorem taxes as
provided for by law. Accordingly, CDC and i.ts successors and
assigns agree that it will not sell or transfer title to any orga-
nization which is at the time of the conveyance exempt from the
payment of ad valorem taxes except for sales or transfers to the
City or the Agency.
6. Warranties and Representations of the City and Agenc~.
The City and the Agency represent, warrant and covenant (and which
warranties, representations and covenants shall be effective as of
the date of and which shall survive the closing) the following:
(a) That the City and. the Agency have the right,
power and authority to enter into this Agreement.
(b) That all utilities, streets and roads necessary
for development and operation of tfie office building and parking
facility are available to the real property described as Parcels
A, B and the parking facility.
(c) That there are no special assessments against
or relat.ing to the real property and that the City, at the present
time, was not contemplating any assessments thereon.
· (d) That the real property has a zoning and land
use classification for a multi-tenant commercial and retail office
building and parking facility.
7~ Parking Facilit~.
\'
7.01 Lease of Spaces. The Agency and/or City
agrees to lease to CDC and CDC agrees to lease 50 full sizo
parking spaces in the parking facility at a rate of Twenty
six and 25/100ths Dollars ($26.25) per month per space. For
a period of twenty four months from comp~etion of the parking
facility, CDC shall have the option to lease up to 50
additional spaces for a term and at a rate specified below.
All of said spaces shall be available December 31, 1985.
7.02 Term. The lease term for the first fifty
(50) spaces shall begin upon issuance of a certificate of occu-
pancy for the parking facility or December 31, 1985,
whichever last occurs, and shall continue for a period of 15
-5-
year:;. Tho ten" m.IY "0 inCn!c1Sed tu 20 YOilr:;; if tho law sub-
sequently allows.
7403 Design and Construction.of Parking ~FacilitX.
The city shall dosign and construct the parking facility.
Construction shall be in accordance with the plans and specifica-
tions approved by the City and the Agency.
7.04 9ption to Lease a Po~tion of the parking
Facilitx. I:'or a period of 24 months from completion of the
parking facility, the Agency grants to CDC an option to lease
up to 50 additional parking spaces located on the remaining
portion of the parking facility for a term equal to that spe-
cified in 7.02 at an annual rental of $420.00 per space. The
annual rate shall be adjusted December 31, 1990 to equal the
then market rate for long term parking in the facility and
readjusted accordingly each 5 years thereafter during the
lease tenn. The option must be exercised in increments of 10
spaces and fees shall be paid monthly in advance. The City
or Agency ag~ees to use its best efforts to make an addi-
tional 25 spaces available to CDC as additional option spaces
during the option p'3riod, on the same terms as specified
above oxcept rental shall bo at the same rate currently
available to genernl monthly users',
B. Governmental Cooperation. The City and the Agency
agree that its authorized agents, administrators or attorneys will
oxecute or cause to be executed such applications, petitions,
agreements, easements, dedications, plats or other instructions a~
CDC may require to cause any applicable gove~nment authority
to adopt any resolution, pass any ordinance or issue any order,
license or permit that may be required by CDC for acquisition
of the development a~d operation of the real property as con-
templated under the terms and conditions of this Agreement.
9. Development Action Grants. It is understood that
the City does not presently qualify for Developme'lt Action Grants,
however, if such g~ants are available prior to the time of commen-
cement of construction, the City agrees to use its best efforts to
make available to CDC up to 5.5 Million Dollars ($5,500,000.00)
in Development Action Grants for the construction of the office .
building contemplated by the terms of this Agreement. The parties
hereto agree to coope~ate with ~ach other and to execute any
application which may be required to obtain such financing.
10. Remedies.
10.01 Default. In the event of a default in
compliance with the terms and conditi.ons of this Agreement by any
party, the aggrieved party or parties may, in addition to any
other remedies, sue for specific performance. If any title defect
has been created by an act of the City or the Agency and the City
-6-
or.- tht! Agency t.u[\",es to CUI:~ saine, CDC muY '-. its opt ion
determine to pL"OCCOO with tho development, notwithstandinu such
defect in which event CDC shall have the right to sua for
damages or pursue any other remedy provided by law.
10.02 Indemnification. Each party shall indemnify
and hold the others harmless from any claim, damage, cost, loss or
expense, including attorney's fees or other expenditures which
arise out of, or relates to any default hereunder by such party as
to the representations, warranties or covenants made herein.
11. Miscellaneous.
11.01 Notices. Any notice required or permitted to
be given hereunder shall be sufficient if in writing and sent by
registered or certified mail, postage prepaid, to the party given
such notice at the address set forth below:
To City:
City of Clearwater
112 S. Osceola Avenue
Clearwater, FL 33516
To Agency:
Clearwater Redevelopment Agency
112 ~. Osceola Avenue
Clearwater, FL 33516
To:
Coachman Downtown Center Associates
15 Lincoln Avenue South
Clearwater, FL
Copy to:
c. Allen Kynes, Esquire
Robinson, Macpherson, Harper,
Kynes, Geller & Watson, P.A.
600 Bypass Drive, Suito 200
Clearwater, FL 33546
.
11.02 Entire Agreement. This Ag~eement is the
entire Agreement df the parties with regard to the transaction
dealt with hotein.
11.03 Assignment. COC snaIl not assign this
Agreement nor any of Tts rights or obligations hereunder without',
the express written consent of the other two parties, which con-
sent shall not be unreasonably withhold.
11.04 Survival of A9reemen~. The terms and con-
ditions of this Agreement under covenants, warranties and repre-
sentations made herein shall survive the closing hereof and the
delivery of all related documents.
-7-
~
'J. ~.......'"
, , .': ~'. - '>~ ,'" ....':.
:-~{.t.. .'
"'.':,'
> . ,';.
11.05 Modifications. Parties acknowledge thaL thi:;
Agreoltlont lOay be modified onlyl)y-written instruments si(Jned by
all parties hereto.
11.06 Attorneys' Fees. In the avant of any lltig~-
tion between the parties arising out of this Agreement or the
collection of any funds due the Buyer or the Sellor pursuant to
this Agreelt\ent, the prevailing party shall be entitled to recover
all costs incurred, such costs include without limitation reaso-
nable attorneys' fees, also including attorneys' fees on appeal.
11.07 Waiver. No waiver hereunder of any condition
or breach shall be deemed to be a continuing waiver or a waiver of
any subsequent breach.
11.08 Headings. Hoadings used herein are for con-
venience only and do not constitute a substitute of part of this
Agreement..
11.09 This Agreement shall be governed by Florida
law.
12. Special provisions.
.
"
-0-
.
~
c{.k~
d.,.;."...:d"..'....-.'ft;.:l-..,.'.:.i(i~.' '1',,,,- ',', ,t> "
I.N \4ITNI';SS WIH;I{l~OI"', the pf:ll.tius her:eto hove !:iuL thoir
i
hands and seal on the day and year ficst written above.
I
Countersigned by:
CITY OF O.learW'ater a Florida
municipal corporation
APPROVED ^S TO FORM AND
CORRECTNI";:.SS.I' ...--.~
.".-......
ATTEST
Cit:y Clerk
\,-"
WITNESS1~S
CLEARWA'fER REDEVBLOPMENT AGENCY
A Body Politic and Corporate under
the laws of th~ State of Florida
}
. ..'
~"
/'" . lJ-~,,""1 ,,,..
. ~ ~ y"J ~ v. .J. ,
By: :.. 'd/;{~~.~ ' e/t7/,;'.... -:-..__
h rma n .. ~
/'
..
COACHMAN DOWNTOWN CENTER ASSOCIATES
^ Florida Gener.al Partnership
rJbJf!
-9-
"
. . I, {. . 1 . J . / I \,,'. 1 . "- :: \ 1 I \ . . .' ,J, ~ , ' ,. . I . . .
. ... '''''''~.' u,"', . ;".' - ,'" ,'".L. <,. . ._"'....~ , c.
. .
. '." '~~~/"o'iJ::: t~";';.::":Y."~:':':: 'j".. ;:. f,~ './
/.. ,'"
EX II I IJ 1 'f "1\ " TO UEV I~ LOP MEN 1"
AGREEMENT DATED
.
All of Lots 1 and 2, less any part lying within the Cleveland
street right-of-way and the North 26.17 feet of Lot 3, of
DIock 4, GOULD AND EWI NG SECOND ADDITION TO CLEARW^TI~R
HARBOR, as recorded in plat Book H-l, page 52, Public Records
of llillsborough County, Florida, of which pinellas County was
forme r 1 y a pa r t .
.
.
.
,
,
"..... .'.", ""'i,'.F/~tr.~":,l.~.> .!-~'t,;.~" ,":. ~,." ,""
r !,', ,
I-:XllrB1T U '1'0 1>I':VI~LOI'~Il~:N'r
^GIU~I:;M ENT DATI-:!)
r..EGAL DI~SCnIP'rION
,
Lot~ 4 and 5 and the ~ast 26 feet, 10 inches of Lot 3, Ulock
4, GOULD ^ND EWING'S ADDITION TO CLEARWATER, FLORIDA,
according to the plat thereof as recorded in Plat Book 1,
Page 52, Public Records of Hillsborough County, Florida, of
which Pinellas County was formerly a part.
"
,
<{," ,,'t "
-, ~;( .'''', 1.,.''.:;.:..4'..,~..t.Y'1......
""",;.;...,,
, ,. ;"",...
'1 ~ '
..
EXIIIBIT C TO OEVELOPMf.NT
AGREEMENT DA'l'EO
.
LEGAL DESCRIPTION
Uots 2 and 7, and part of Utlts 1 and 0, Block 5, COULO & EWING'S FIRST AND
SE.COND ADDITION TO CLEAnWATER HARDOR, FJ..ORIDA, as rocorded in plat Uook 1,
.Page 52, publi.c Records of lIillsborou9h County, Florida, of which pinellas
County was formerly a part.
.
'h
,,^.,'
HARPER, KYNES, GELLER, WATSON &- BUFORD, ~A,
AnORNEYS AT LAW
CHARUS A. BUFORD
JACK J. GalER-
CLARK H. GREENLEAF"
J. BRUCE HARPER
C. ALLEN KVNES. JR.
DENNIS A. PEMBERTON
DENNIS J. WATSON
ALFRED E. FROH"
OF COUNSa
.AUlO ADMITTED TO
PRACTIce IN NEW YORK
"Al.SO ADMITTED TO
PFIACllCE IN CAUFORNIA
2560 GULF To BAY BOULEVARD
SUITE 300
CLEARWATER. FLORIDA 34625
(813) 799--4840
TAMPA DIRECT: 855-4058
TELECOPIER: 197-8206
VJ:A FACSIMILE
OUR FILE #
May 5, 1992
M. A. Galbraith, Jr.
city Attorney
City of Clearwater
P. O. Box 4748
Clearwater, FL 34618-4748
4671/4538
Re: Coachman Downtown Center Associates
(Coachman Building);
Assignment of Development Agreement
Dear Mr. Galbraith:.
We have received final copies of the Credit Agreement dated as of
April 15, 1992 between Coachman Downtown Center Associates and The
Chase Manhattan Bank (National Association) (the "Credit
Agreement") together with the Assignment of Development Agreement
which are currently being circulated for signature.
For your information I also enclose copies of:
1. My Letter of January 17, 1992.
2. Your letter of January 24, 1992.
3. Your Interdepartmental memo of January 31, 1992.
Please advise me of any additional information or action which you
require of us in order to expedite approval and execution of the
Assignment of Development Agreement by the City of Clearwater and
the Clearwater Redevelopment Agency. Please confirm an estimated
schedule for approval and e~ecution so we may plan accordingly.
Thank you for your consideration.
Very truly yours,
HARPER, KYNES, GELLER,
WATSON & BUFORD, P,A.
RECEIVED
MAY 0 5.i992
CITY An.ORNEY
C. Allen I<ynes,
CAK: lb
co: David S. Gordon, Esquire
Bruce Lubitz, Esquire
Thomas E. Charbonneau, Esquire
'".
.-
SENNETT L. AAM)HA
IIOIIIEI" L. DLIoC"'lIDERG
HOW""D A. IIILUM
.JE,.r"E., L on""r'
Ilo'oVID .J. 11I"00-..'
a'fLv,," M. COHEN
HOWAftD~.DCHENaAUM'
"ollie'" ""EEDI4A.H
W. ~E,.r"cv GIoItSON
VINC04T C. GCNTILE'At
tl4ICHAEL N. GLUC:'"
Ilo'oV'O ". GOLOBERG.t
IIO!IIEAT c. GOLOSMITH
II'CHAftD~. GOLDSTEIN'
GlnGOII., G. aoarlELD
Ilo'oVID OUTIN'
HE'L K. "A1.......A
S"UCC" ""'''lEa'
"'MOH C. HATZ"
ANDREW S. "'LLfo4AH
IIOlCIUfN': L ""'VN~'
Al.AN Kl.ClN
MUA"''''V ~. KLEIN'
MICHACL~. KUNI.:'
.J,,"ET II. KOU:
.JUDAH I. LADOVI'TZ'4
.USI>NN.... E. LAC"I
IIOIIIEAT L"POWSIIY'
DIRtCT DIAL:
LJ4.W OF'f'ICCS
COHEN, SHAPIRO, POLISHER, SHIEKMAN AND COHEN
Al."" .... l.EAMEAA
.I0IUtT""H l. l.EV'"
DAUCr: l.unlTz"
c. IICOTT ...c:vcn.
~"'''ACY IV"'1l ""'lIE,,'A
"'CHARO III. ~tAAl.
COWAAO H. POUSHER
IItODl.V" G. POLl.....c"
IVAN .I. PUNCHAU't
El.l.EN AAOOW'
HERSHEl..I. "ICH"'_
PHILIP .... GtlltMHAN^
RICH"RD'" lIOU'RIt
EAIC L STERN
aTE"HEN C. IUS.""'N
IItOIIIERT I. TUTEUA'
"...,.,..CE.S .... VISCO
WIl.l.IA... L. W.......EH.At
AICH"RD H. WCINtR
01""'1: JIOlICCIfAHS WCNDE.R
PRINCETON PIKE CORPORATE CENTER
1009 L..ENOX DRIVE.BUILDING F'OUR
L..AWRENCEVIL..L..E, NEW JERSEY 08648
(609) 895-1600
rAX: 16091 095.'329. 89!>.0507
PSf'S BUILDING, '2 SOUTH 12TH STREET
PHIL"OELPHIA. P&NNSYL.VANIA 19107.3981
12151 922.1300
f'Alt. 121:S1 592'4329
CAIIIl.[, COSAC
COUNSEL
RC"'O.l. DUTr:RA
aeonaE WAIlfICH..... r
0' COUNSEl.
P[TI:II O. StiCRI0AN.4 t
. ~ITTID IN "CWo/CIIIC'\'
A ..o..,TTID '" IfII:W YOlI"
t NOT _"'T TeD JH flCH..SYLVAH....
May 4, 1992
eoo~JO
C, Allen Kynes, Jr., Esq.
Harper, Kynes, Geller, Watson & Buford
2560 Gulf to Bay Boulevard
Clearwater, Florida 34625
.
RE:
MICHel.l.E BANKS.lSpCAR......N.
DAllIY B. B...RRETO'
CtlAIII.r.S PCNDCR
SUSAN D. DlzeNOV'
SUZ"'NNC c. Bl.ANCHARD'
P"Ul. 1II0N"
CHRISTOPHER W. E10Yl.['
LtSUC THOMAN BRAcl.CY
DAVID W. BUZZEl.l.'
VERNON R. BYRD. "'R.
CL"nc M. DIEMCR'
MARK ". DflOOAL'S.
Cl.ETHA L. au,.,.y.,
,",OHN R. ER'CKSON'
.IAME5 a. ,.CARON-Ll
,",OHN M. OERBER'
JUDITH I. GLEASON.
ROBERTA A. GOl.DEH
CURTIS L. GOl.KOW.
ERIC A. HEINZ'
MARK S. HERR"
SUSAN E. HO,.,...........
""'DINe HOl.l.ANDCR'
DAVID L. HY"'''N'
REPLY TO:
Bruce Lubitz
LINDA T. ,JACOBS'
JOHN P. JUDGE'
St.eRRY .... KAoJOAN
lIARA OCTH "Al.Uo'\
M'ONON D. Kl.EIN'
STEWART H. LAPAVOWKElto
El.IZABeTH O. UTTEN.
l.OA. A. MIl.LS'
Al.ISE: If. PANITCH"
STeVEN .... Pl.ON"
l.AIIRII: H. ~LIN5"V"
nOUE"T AOllS'
HOl.l.Y T. RIBLET
l.AWRCNC[ .J. aCHEM.....
AMY". STEER"'''''''
DOLO... WEBER STElE'"
"C"'NNE .... STIErCl."
CHR'STIN.... WOOOW"'RD STRONO"
STePHEN TARNOWSKI'
C,.THE""OS VI:NL"HOS"
AMY L. VENTRY.
RIC...A"D.... WEST'At
ROBERT oJ. "ARBROUO'"
STePHCN V. YARNEl.L
Our File: 38008003 - DB Realty I - DKM Coachman Downtown
Dear Allen:
I enclose herein copies of the following documents:
1. Assignment of Development Agreement; and
2. Copy of Credit Agreement together with Exhibits.
I understand that you are now scheduling the matter for approvnl by the City of
Clearwater and the Clearwater Redevelopment Agency.
We are in the process of executing final documents at this time.
Sincerely,
Bruce Lubitz
BL:rjs
Enclosure
Dictated but not reud
VIA FEDERAL EXPRESS
D:\038\3eOOOOC).1\CORRESP\2.AK
-.,,,
.~_... -, .,,,......~,, ..........'-'-u. ......', ''-'.\.oJ ,..a..-w.-;.t.;. ..L,.":"'-U.I't,
'-''-! I I '-''':'>"1
iR .::
JAN-31-1992 13: 24 FRON CITY OF CLEA.~I,Jt=ITER
TO
97978206
P.02
,
I.
I
I
,
/
I
I
I
i
I
~ ~
;
I>
~
I
.
I
,
I
I
I
CITY OF CLEARWATER
Interdepal'tmenta 1 Cor,"espondance Sheet
TO:
J .
FROM:
RE:
DATE:
Michael Wright, City Manager
M. 'A. Galbraith, Jr.. City 'Attorney J.--
Coachman Downtown Center Associates
(Coachman Building): Assignment
January 31, 1992
'.
last week, we received correspondence from C. Allen Kyne~t Jr., attorney for
Coachman Downtown Center Associates, a partnersh ip whi ch . owns the Coachman
Building. We were requested to review a proposed assignment of the December'21,
1984, Development Agreement (between the City, the eRA, and the partnership) to
Chase Manhattan Bank in connection with a refinancing of the project which will
result in the retirement of the eXisting lOB bond financing. I dist.ributed
copies of Mr. Kynes' letter to you and to Dan Deignan all Januar'y 24.
. My review of the assignment indicates that it will operate,' for all practical
purposes, as an assignment of the r.ight to lease spa.ces in the parking garage.
According to the agreement, up to 100 spaces in the parking garage are dedicated
for use by Coachman Building tenants. The agreement specifies the rental rates
and a 15-year term.
Mr. Deignan has reviewed the proposed assignment and finds no reason to object
to it. .
The assignment will require the consent of both the City and the eRA.
Mr. Kynes indicated that final documents are forthcoming shortly.
By copy to Mr. Kynes, I am advising him that the next three avail.able City
Commission meeting dates will be February 20, t1arch 5, and March 19, and that we
will need the final assignment and supporting documentation at least 10 days in
advance of the scheduled meeting date.. .
MAG:a
Copies:
Dan Deignan, finance Director
C. Allen Kynes, Jr.~ Esquire
(copy via Fax to 797-8206)
.J -I"~ ~ ,." I}
" , ,
.\....
.~ ., / l.
: ( ". I' I, \
! .
CI'I'Y
o Ii'
(~ f" E i\. It W A 1" E n
rOST OFFICE OOX 4748
C LEA A W ATE R. F Lon IDA 3 4 6 1 8 . 4 7 .., 8
. .
I' . ~..' .
. I I' \. ,
. . !! ,....J I
'. I'
.'
Olliee 01
City AIICfney
(813) 462-6760
January 24, 1992
I
c. Allen Kynes, Jr., Esquire
Harper, Kynes, Geller, Watson and Buford, P.A.
2560 Gulf-to-Bay Boulevard, suite 300
Clearwater, Florida 34625
Re: Coachman Downtown Center Associates
(Coachman Building); Assignment
Dear Mr. Kynes:
.
This will acknowledge receipt of your letter of January 17
regarding the proposed refinancing of the Coachman Building and the
assignment of the 1984 development agreement to Chase Manhattan
Bank. I have provided copies to our city manager and our finance
director, and we will be hacle in touch after we have had an
opportunity to review the proposed assignment.
My first observation is this: At the top of page 2 of the
assignment, the development agreement is described as being between
the City of Clearwater and Coachman Downtown Center Associates.
The Clearwater Redevelopment Agency (ltCRA") was also a party to
that agreement. The CRA is a separate and distinct legal entity,
notwithstanding that the members of the city commission constitute
the CRA's governi.ng board. The consent of both the City and the
CRA are required.
I will be back in touch with you as and when we develop additional
comments regarding the proposed assignment.
Sincerely,
Jr.
.'
MAG: a
"
RECEIVED
copies:
Mike Wright, city Manager
Dan Deignan, Finance Director
UAN 1:1""992
C17~
o
..... .. .
. . r- II II ;t I r III pin" III Pill :1 n d ^ f , 'I III a , I v,. ^. r I I (l" r Il' pi" .' ." "
CHARLES A. BUFORD
JM:K J. GELLER'
CLAAK H. GRI!lNU"""
J. BRUCE HARPER
C. ALLEN KVNES. JA.
DENNIS R. PEMBERTON
DEtlNIS J. WATSON
ALFRED E. FAOH"
OF COUNSEL
.ALSO ADMlTTID TO
/'RACT1Ce IN mw yOfUC
"M50 ADMInED TO
PAACTlClIN CAlIfORNIA
2560 GULF To BAY 80ULEVAHD
SUITE 300
CLEARWATER. FLORIDA 34625
(813) 799-4840
TAMPA DIRECT: 855-4058
TELECOPIER: 797-8206
HAIU)EH, KYNES, GELLER, WATSON & BUFORD, P.A.
AnORNEYS AT LAW
OUR FILE #
4671/4538
January 17, 1992
M. A. Galbraith, Jr.
city Attorney
city of Clearwater, Florida
315 Court street
Clearwater, FL 34616
Re: Development Agreement dated December 21, 1984 between the
city of Clearwater, Florida (the"City"), the Clearwater
Redevelopment Agency (the "Agency") and Coachman Downtown
Center Associates ("Cnell)
Dear Mr. Galbraith:
Our firm represents Coachman Downtown Center Associates ("CDe"),
owner of the Coachman Building located at the int.ersection of
Cleveland street and North Fort Harrison, in Clearwater (the
"Building") .
..' ...
CDC is in the process -o'f' restructuring its financing on the
property and will be retiring its existing Bond financing (City of
clearwater, Florida Floating Rate Industrial Development Revenue
Bond [Coachman Downtown Center project] Series 19E5 No. R-l) and
obtain a twenty-four (24) month term loan of $5,243,250.00 from the
Chase Manhattan Bank, N.A. ("Chase").
In conjunction with the original construction of the Building, the
city, the Agency and CDC entered into a Development Agreement dated
December 21, 1984 (the "Agreement"). A copy of the Agreement is
attached for your information.
Pursuant to the terms of a Credit Agreement between Chase and CDC
and as a condition to funding the new Term Loan, Chase has
requested that the Agreement be conditionally assigned to Chase as
addi tiona 1 security. A copY" of the proposed Assignment of
Development Agreement (the "Assignment) is attached. The Agreement
(Page 7r Paragraph 11.03) provides for assignment.
~. ~ ~ . I . r' .. . \ ' , '. .
, ;,,'...... ,-;. " c-, ',~
HARPER, KYNES, GELLER, WATSON & BUFORD, P.A.
ATTORNEYS AT LAW
M. A. Galbraith, Jr., city Attorney
Re: Coachman/Chase Manhattan
Jnnuary 17, 1992
Page Two
We request that you review the above and enclosed and advise us of
any questions. We will pl:"obaJ;>ly have final documents to coordinate
within the next two weeks' and ask your assistance and advise in'
9Qtaining the Consent.
Very truly yours,
." . .
HARPER, KYNES, GELLER,
WATSON & BUFORD, P.A.
C. Allen Kynes, Jr.
CAK:lb
cc: Bruce Lubitz, Esquire
.
--_..-
ASSIGNMENT OF DEVELOPMENT AGREEMEN~
THIS ASSIGNMENT, made as of the 15th day of April,
1992, by COACHMAN DOWNTOWN CENTER ASSOCIATES, a Florida general
partnership, having its principal office c/o DKM Properties
.
Corp., at Princeton Pike Corporate Center, Building IV - Lower
Level, 1009 Lenox Drive, Lawrenceville, New Jersey 08648
("I\.Jlsignor"), to'THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
a na~ional banking associ3tion, having its principal office at
101 Park Avenue, New York, New York 10081 ("Assignee").
WIT N E 'S SET H:
----------
WHEREAS, Assignor and Assignee have entered into a
Credit Agreement, dated on or about the date hereof (as the same
may be modified, supplemented or in effect from time to time, the
"Credit Aqreementlf), providing for a loan (the "Loan") to be made
by Assignee to Assignor on the terms and conditions set forth
therein in the principal amount of $5,193,750 to be evidenced by,
and repayable with interest thereon in accordance with a
promissory note (the "Note") executed and del.ivered by Assignor
to the Assignee pursuant to the Credit Agreement;
WHEREAS, it is a condition to the obligation of
Assignee to make the Loan to Assignor pursuant to the Credit
Agreement that Assignor oxecute and deliver this Assignment;
NOW, THEREFORE, for good and valuable consideration,
Assignor hereby grants, transfers, and assigns unto Assignee, all
of Assignor's right, title and interest in and to and arising
291020
from that certain Development Agreement dated December 21, 1984,
by and between Assignor, and the City of Clearwater Florida (the
"Citylf), and any and all modifications or amendments thereto (the
"Development Agreement") including, without limitation,
Assignor's rights to lease parking spaces in the Parking
Facility, as such term is defined in the Development Agreement,
together with the right to exercise all other rights, options and
privileges extended to Assignor under the terms of the
Development Agreement.
,
AND Assi~nor further covenants with the Assignee as
follows:
1. This Assignment is made for the purpose of securing
.
Assignor's obligations to Assignee under the Credit Agreement.
2. This Assignment shall constitute and serve as a
Security Agreement within the meaning of and shall create a
security interest under the Uniform Commercial Code as adopted by
the state of Florida. Ass~gnor agrees to execute and deliver to
Assignee, in form satisfactory to Assignee, such financing
statements and other instruments as Assignee may, from time to
time, consider reasonably necessary to create, perfect and
preserve Assignee's security interest in' and to the Development
Agreement and Assignee shall cause such financing statements and
other instruments to be recorded and re-recorded, filed and
raffled, at such times and places as may be required or permitted
by law to so create, perfect and preserve such security interest.
Assignee shall have all the rights with respect to the
-2-
291028
Development Agreement afforded to it by the Uniform Commercial
Code as adopted by the State of Florida.
3. Assignor represents and warrants that it shall:
(a) promptly perform and observe all of the
covenants and agreements required to be performed and
observed under the Development Agreement and do all things
necessary to preserve and to keep unimpaired its rights
thereunder;
(b) promptly notify Assignee of any default by
,
Assignor und~r the Development.Agreement in the performance
or observance of any of the covenants or agreements on the
part of Assignor to be performed or observed thereunder or
.
of the giving of any notice by the City under the
Development Agreement to Assignor (i) claiming such a
default or (ii) of the City's intention to exercise any
remedy ,reserved to the City thereunder; and
(c) promptly cause a copy of each such notice
given by the City to Assignor to be delivered to Assignee.
4. Assignor shall not surrender its interests under
the Development Agreement, nor terminate or cancel the
Development Agreement, and Assignor shall not modify, change,
supplement, alter or amend the Development Agreement either
orally or in writing, and any attempt on the part of Assignor to
exercise any such right without the consent of Assignee shall be
null and void.
5. Upon the full payment and satisfaction of the
indebtedness, other sums and other. obligations evidenced by the
-3-
291028
Credit Agreement, this Assignment shall become and be null and
void and of no further effect.
6. Nothing contained herein shall operate to impose
any obligation or liability on Assignee for the performance of
any of Assignor's obligations under the Development Agreement,
unless and until Assignee succeeds to Assignor's interests and
I
expressly assumes Assignor's obligations under the Development
Agreement. Assignor agrees to indemnify and hold Assignee
harmless against any and all liability, loss or damage which
.
Assignee may incur under the Development Agreement or under or by
reason of this Assignment and of and from all claims and demands
whatsoever which may be asserted. against it by reason of any act
of Assignee under this Assignment or under the Development
Agreement prior to the time that Assignee succeeds to Assignor's
interests under the Development Agreement.
7.' This Assignment cannot be changed or terminated
orally and shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.
8. This Assignment shall be governed in accordance
with the laws of the state of Florida.
-4-
291028
IN WITNESS WHEREOF, this Assignment has been duly
executed by Assignor the day and year first above written.
COACHMAN DOWNTOWN CENTER ASSOCIATES,
a Florida General Partnership
By
RONALD BERMAN, General Partner
The undersigned City of Clearwater and Clearwater
Redevelopment Agency hereby consent to the provisions of the
.
foregoing Assignment of Development Agreement and agree to be
bound thereby.
.
Countersigned by:
CITY OF CLEARWATER, a
Florida Municipal
Corporation
Mayor-Commissioner
By:
City Manager
Approved as to Form and
Correctness
Attest:
City Attorney
City Clerk
CLEARWATER REDEVELOPMENT
AGENCY, a Body Politic
and Corporate under the
laws of the state of
Florida
By:
Chairman
-5-
.
ZU021
. ... ,! " ,i... . , '!.' .' . . . ' " ., , , . L " 1',\ ,,\ ' ' . , ,\ , ( , '4: I. ~ "I \ ' f" .
, .
", <; ': ,Y~'"
..... '-"'~".','1': ".A;...,X:lo.j,.........
, .. -" ~ ,<":.y ,~. ,>,....,
, ~'. ....;-,' . . ,~..,
STATE OF NEW JERSEY )
.
.
COUNTY OF MERCER )
55. :
On this day of April, 1992, before me personally
came Ronald Berman, to me known, who, being duly sworn, did
depose and say that he resides at
that he 1s a general partner of Coachman Downtown Center
Associ.ates, a Florida general partnership, the partnership which
,executed the foregoing instrument; that the execution of said
instrument was duly authorized according to the Articles of
General Partnership; that Ronald Berman, a general partner,
executed said instrument on behalf of the partnership pursuant to
such authorization.
,
,.
Notary Public
.
2n028
STATE OF FLORIDA )
: ss.:
COUNTY OF PINELLAS )
The foregoing instrument was acknowledged before me
day of , 1992 by
as City Manager of the City of
Clearwater, who is personally known to me or who has produced
as identification and who did/did not
this
take an oath.
NOTARY PUBLIC
Typed Name
My commission expires:
.
Serial Number (if any)
STATE OF FLORIDA
)
)
ss.:
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me
this day of , 1992 by
as Mayor-Commissioner of the City of
Clearwater, a Florida Municipal Corporation on behalf of said
City of Clearwater, who is personally known to me or who has
produced as identification and who
did/did not take an oath.
NOTARY PUBLIC
Typed Name
My commission expires:
Serial Number (if any)
2il021
.,.,.',
STATE OF FLORIDA )
COUNTY OF PINELLAS )
ss:
The foregoing instrument was acknowledged before me
this day of , 1992 by
, as Chairman of the Clearwater
Redevelopment Agency, a Body Politic and Corporate, under the laws
of the state of Florida on behalf of said Aqency. He/she is
personally known to me (or has produced as
identification) and did/did not take an oath.
I
NOTARY PUBLIC
,-
Typed Name
My commission expires:
.
Serial Number (if any)
-1-
291028
t;'.;'1;i!";-';i.,4,:#..:_.,.
l.' "'-.'1' ...... <.,' ", ,'.'
**.***********.~********************************************
CREDIT AGREEMENT
COACHMAN DOWNTOWN CENTER ASSOCIATES
Dated as of April 15, 1992
)
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
)
************************************************************
>
...~
)
- .. . . ' .-.',! . , '. .. ~ '\.". ~'., - , ' I " ---... .'
...
,
TABLE OF CONTENTS
Paoe
Section 1. Definitions and Accounting Matters . . . . . .. 1
1.01 Certain Defined Terms .. . . . . . . . . . . .. 1
1.02 Accounting Terms and Determinations . . . . . . . 10
1 .03 Types of Loans . . . . . . . . . . . . . . . . .. 11
\
.
Section 2.
2.01
2.02
2.03
2.04
2.05
.,
Section 3.
3.01
3.02
'.,
J
Section 4.
4.01
4.02
4.03
4.04
4.05
)
Section 5.
5.01
5.02
5.03
5.04
Section 6.
\
Section 7.
7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09
7.10
t
"
...
Section 8.
8.01
8.02
B.03
8.04
8.05
8.06
.J
",
.'
The Commitment
The Loan . . . .
Borrowings . . .
Lending Offices
Note . . . . . .
. . .
... ...... ...
. .
. . .
......... ...
. .
. . .
. . . . . . . . . . . .0
. .
. . .
......... ...
. . .
....... ...
. .
Prepayments and Conversions or Continuations of
Loans . . . . . . . . . . 0 . . . . . . . . . . . ·
Payments of Principal and Interest . .
Repayment of the Loan . . . . . . . . .
Interest . . . . . . . . . . . . . . · .
. . . . .
. . . . .
. . . . .
Payments; Computations; Etc.
Payments . . . . . . . . . .
Computations . . . . . . . .
Minimum Amounts . . . . . .
Certain Notices . . . . . .
Set-off . . . . . . . . . .
. . . . . . . . . .
.... .......
......... ..
.. .... .....
....... ....
....... ....
Yield Protection, Etc. ..
Additional Costs . . . . . .
Limitation on Types of Loans
Illegality . . . . . . . · ·
Compensation . . . . . . . .
. . . .
. . . . .
........ ...
....... ....
.0. . . . . .0. .
....... ....
Conditions Precedent
..............
Representations and Warranties . . . · . . · · ·
Existence .. . . . . . . . · · · · . . · · . · ·
Financial Condition . . . · . · · · · · · · · · ·
Li tigation . . . . . . · · · · · · · .. · · · · · ·
No Breach ... . . . . . . · · · · · · · · · · · ·
Action . . . . . . . . · . · · . · · · · · · · · ·
Use of Loan . . . . . . . · · · · · · · · .. · · ·
ERI SA . . . . . . . . · · · · · · · · · · · · · ·
Investment Company Act . . . . . . . · . . · .. · ·
Hazardous Materials . . . . . . · · · · · · · · ·
Partners . . . . . . . . . · · · · · · · · · · · ·
Covenants of the Company
Financial statements . . .
Litigation . . . . . . . .
Existence, Etc. .....
Insurance . . . . . u . .
ProhibitJ.on of Fundamental
Limitation on Liens ...
. . . . . . . . . .
. .
..... ....0
. .
........ ..
. .
. . . . ... . . . .
. .
......... .
. .
Changes
. . .
. . If
. .
........ ..
. .
11
11
11
11
11
12
12
12
13
14
14
14
14
15
16
16
16
19
19
19
20
23
23
23
24
24
24
24
24
24
25
26
26
27
27
27
29
31
31
.i
. . "'-
i }
)
..
~
J
~
,,"
J
)
.;..,1.:.:";..:....',.'.;,;. :., ,'"" .
8.07
8.08
8.09
8.10
8.11
8.12
8.13
section 9.
Section 10.
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
EXHIBIT A -
EXHIBIT B -
EXHIBIT C -
EXHIBIT D -
EXHIBIT E
EXHIBIT F -
EXHIBIT G -
Indebtedness . . . . . . . . . . . . . . . . . . . 31
Investments . . . . . . . . . . . . . . . . . . . 31
Restricted Payments . . . . . . . . . . . . . . . 31
Lines of Business . . . . . . . . . . . . . . . . 32
Transactions with Affiliates . . . . . . . . . . . 32
Use of Proceeds . . . . . . . . . . . . . . . . . 32
Modifications of Certain Documents . . . . . . . . 32
Events of Default . . . . . . . . . . . . . . . . 32
Miscellaneous. . . . . . . . . . . . . . . . . . 36
Waiver . . . . . . . . . . . . .. . . . . . . . . 36
Notices . . . . . . . . . . . . . . . . . . . . . 36
Expenses, Etc. . . . . . . . . . . . . . . . . . 36
Amendments, Etc. . . . . . . . . . . . . . . . . 37
Successors and Assigns . . . . . . . . . . . . . 37
Assignments and Participations . . . . . . . . . 37
Survival . . . . . . . . . . . . . . . . . . . . 38
Captions . . . . . . . . . . . . . . . . . . . . 38
Counterparts . . . . . . . . . . . . . . . . . . 38
Governing Law; Submission to Jurisdiction . . . . 38
Waiver of Jury Trial . . . . . . . . . . . . . . 39
Form of Note
Form of Guarantee and Pledge Agreement
Form of Florida Mortgage
Form of Letter of Credit
Indemnity Agreement
Contract Assignment
Form of Opinion of Florida Counsel to
the Company
.....
(il)
)
. .. ),
.\J
)
}
~
'J
,
CREDIT AGREEMENT dated as of April 15, 1992 between:
COACHMAN DOWNTOWN CENTER ASSOCIATES, a general partnership duly
organized and validly existing under the laws of the State of
Florida (the "Companv"); and THE CHASE MANHATTAN BANl< (NATIONAL
ASSOCIATION), a national banking association (the "Bank").
The Company has requested that the Bank make a loan to
it in an principal amount equal to $5,193,750 and the Bank is
prepared to make such a loan upon the terms hereof. Accordingly,
the parties hereto agree as follows:
Section 1. Definitions and Accounting Matters.
1.01 Certain Defined Terms. As used herein, the
following terms shall have the following meanings (all terms
defined in this Section 1.01 or in other provisions of this
Agreement in the singular to have the same meanings when used in
the plural and vice versa):
"Affiliate" shall mean any Person which directly or
indirectly controls, or is under common control with, or is
controlled by, the Company and, if such Person is an individual,
any member of the inunediate family (Including parents, spouse and
children) of such individual and any trust whose principal
beneficiary is such individual or one or more memberR of such
immediate family and any Person who is controlled by any such
member or trust. As used in this definition, "control"
(including, with its correlative meanings, "controlled bv" and
"under common control with") shall mean possession, directly or
indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of securities
or partnership or other ownership interests, by contract or
otherwise), provided that, in any event, any Person which owns
directly or indirectly 5% or more of the securities having
ordinary voting power for the election of directors or other
governing body of a corporation or 5% or more of thp- partnership
or other ownership interests of any other Person (other than as a
limited partner of such other Person) will be deemed to control
such corporation or other Person. Notwithstanding the foregoing,
no individual shall be deemed to be an Affiliate solely by reason
of his or her being a director, officer or employee of the
Company . ~,..
"Applicable LendiM Office" shall mean the Principal
Office or, with respect to any Type of Loan, such other office of
the Bank (or of an affiliate of the Bank) as the Bank may from
time to time specify to the Company as the office by which the
Loans of such Type are to be made and maintained.
~edit Agreement
- 2 -
"Applicable Margin" shall mean: (a) with respect to
Base Rate Loans, i of 1% per annum; and (b) with respect to
Eurodollar Loans, 2-i% per annum.
"Base Rate" shall mean, for any day, the higher of
(a) the Federal Funds Rate for such day plus 1/2 of 1% per annum
and (b) the Prime Rate for such day. Each change in any interest
rate provided for herein based upon the Base Rate resulting from
a change in the Base Rate shall take effect at the time of such
change in the Base Rate.
"Base Rate Loans" shall mean Loans which bear interest
at rates based upon the Base Rate.
"Bond" shall mean City of Clearwater, Florida Floating
Rate Industrial Development Revenue Bond (Coachman Downtown
Center Project) Series 1985 No. R-l in a face amount equal to
$5,500,000.
.'
;
"Basic Documents" shall mean, collectively, this
Agreement, the Note, the Indemnity Agreement and the Security
Documents.
)
"Business Dav" shall mean any day on which commercial
banks are not authorized or required to close in New York City
and, if such day relates to a borrowing of, a payment or
prepayment of principal of or interest on, or a Conversion of or
into, or an Interest Period for, a Eurodollar Loan or a notice by
the Company with respect to any such borrowing, payment,
prepayment, Conversion or Interest Period, which is also a day on
which dealings in Dollar deposits are carried out in the London
interbank market. .
)
"capital Lease Obliqations" shall mean, for any Person,
the obligations of such Person to pay rent or other amounts under
a lease of (or other agreement conveying the right to use) real
and/or personal Property which obligations are required to be
classified and accounted for as a capital lease on a balance
sheet of such Person under GAAP (including Statement of Financial
Accounting Standards No. 13 of the Financial Accounting Standards
Board) and, for purposes of this Agreement, the amount of such
obligations shall be the capitalized amount thereof, determined
in. accordance with GAAP (including such Statement No. 13).
--,..
ItClosino Date" shall mean the date upon which the
conditions precedent to the Loan hereunder set forth in Section 6
hereof have been satisfied and the Loan hereunder made.
,
".
"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
Credit Aqreement
'J
- 3 -
"Commitment" shall mean the obligation of the Sank to
make a Loan in an amount up to but not exceeding $5,193,750.
"Commitment Termination Date" shall mean May 15, 1992.
"Continue", "Continuation" and "Continued" shall refer
to the continuation pursuant to Section 2.05 hereof of a
Eurodollar Loan from one Interest Period to the next Interest
Period.
"Contract Assiqnment" shall mean an Assignment of
Development Agreement by the Company to the Bank, substantially
in the form of Exhibit F hereto.
1
"Convert", "Conversion" and "Converted" shall refer to
a conversion pursuant to Section 2.05 hereof of Base Rate Loans
into Eurodollar Loans or of Eurodollar Loans into Base Rate
Loans, which may be accompanied by the transfer by the Bank (at
its sole discretion) of a Loan from one Applicable Lending Office
to another.
"Default" shall mean an Event of Default or an event
which with notice or lapse of time or both would become an Event
of Default.
~
)
"Dollars" and "!ff shall mean lawful money of the United
States of America.
~l
"Environmental Affiliate" shall mean, as to any Person
(the "successor"), any other Person whose liability (contingent
or otherwise) for an Environmental Claim the successor may have
retained, assumed or otherwise become or remained liable for
(contingently or otherwise), whether by contract, operation of
law or otherwise; provided that each SubSidiary of the successor,
and each former Subsidiary or division of the successor trans-
ferred to another Person, shall in any event be an "Environmental
Affiliate" of the successor.
Credit Agreement
J
"Environmental Claim" shall mean, with respect to any
Person (a "Subiect Person"), any notice, claim, demand or other
communication by any other Person alleging or asserting such
Subject Person's liability for investigatory costs, cleanup
costs, governmental response costs, damages to natural resources
or other Proper~y, personal injuries, fines or penalties .arising
out of, based on or resulting from (a) the presence, or Release
into the environment, of any Hazardous Material at any location,
whether or not owned by such Subject Person, or (b) circumstances
forming the basis of any violation, or alleged violation, of any
Environmental Law. The term "Environmental Claim" shall include,
without limitation, any claim by any governmental authority for
enforcement, cleanup, removal, response, remedial or other
)
J
)
- 4 -
actions or damages pursuant to any applicable Environmental Law,
and any claim by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief
resulting from the presence or Release of Hazardous Materials or
arising from alleged injury or threat of injury to health, safety
or the environment.
l
I
"Environmental Laws" shall mean any and all published
Federal, state, local and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or other
governmental restrictions now or hereafter in effect, in each
case as modified and supplemented, and any judicial or
administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the
regulation or protection of human health, safety or the
environment or to emissions, discharges, Releases or threatened
Releases of pollutants, contaminants, chemicals, or industrial,
toxic or hazardous substances or wastes into the environment
including, without limitation, ambient air, surface water,
groundwater, wetlands, or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or
wastes.
4 _)
"ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.
"Eurodollar Base Rate" shall mean, with respect to any
Eurodollar Loan for any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/16 of 1%)
quoted by the Bank at approximately 11:00 a.m. London time (ox as
soon thereafter as practicable) on the date two Business Days
prior to the first day of such Interest Period for the offering
by the Bank to leading banks in the London interbank market of
Dollar deposits having a term comparable to such Interest Period
and in an amount comparable to the principal amount of the
Eurodollar Loan to be made by the Bank for such Interest Period.
"Eurodollar Loans" shall mean Loans interest rates on
which are determined on the basis of rates referred to in the
definition of "Eurodollar Base Rate" in this Section 1.01.
~,..
.
"Eurodollar Rate" shall mean, for any Eurodollar Loan
for any Interest Period therefor, a rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) determined by
the Bank to be equal to the Eurodollar Base Rate for such. Loan
for such Interest Period divided by 1 minus the Reserve
Requirement for such Loan for such Interest Period.
Credit Agreement
)
.'"
- 5 -
"Event of Default" shall have the meaning assigned to
such term in Section 9 hereof.
"ExistinQ Loan" shall mean the loan, in an original
principal amount equal to $5,500,000, made to the Company by the
City of Clearwater, Florida pursuant to the Loan Agreement
between City of Clearwater, Florida and the Company dated as of
May 7, 1985, together with the loan, in an original principal
amount equal to $400,000, made by the Bank to the Company in May,
1987.
.
.
"Federal Funds Rate" shall mean, for any day, the rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of
1%) equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day, provided that (i) if the day for
which such rate is to be determined is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published
on the next succeeding Business Day, and (ii) if such rate is not
so published for any day, the Federal Funds Rate for such day
shall be the average ra~e charged to the Bank on such day on such
transactions as determined by the Bank.
Credit Agreement
:"
0& __'
"Florida Mortgage" shall mean the Mortgage Deed by the
Company to the Bank, substantially in the form of Exhibit.C
hereto, as the same shall be modified and supplemented and in
effect from time to time.
)
"GAAP" shall mean generally accepted accounting
principles as in effect from time to time.
)
"Guarantee" shall mean a guarantee, an endorsement, a
contingent agreement to purchase or to furnish funds for the
payment or maintenance of, or otherwise to be or become
contingently liable under or with respect to, the Indebtedness,
other obligations, net worth, working capital or earnings of any
Person, or a guarantee of the payment of dividends or other
distributions upon the stock or equity interests of any Person,
or an agreement to purchase, sell or lease (as lessee or lessor)
Property, products, materials, supplies or services primarily for
the purpose of enabling a debtor to make payment of his, .her or
its obligations or an agreement to assure a creditor against
10s5, and including, without limitation, causing a bank or other
financial institution to issue a letter of credit or other
similar instrument for the benefit of another Person, but
excluding endorsements for collection or deposit in the ordinary
course of business. The terms "Guarantee" and "Guaranteed" used
as a verb shall have a correlative meaning.
~
~
)
.;.t:.
- 6 -
"Guarantee Partners" shall mean Charles Ii. Dyson and
Ronald Berman.
"Hazardous Material" shall mean, cOllectively, (a) any
petroleum or petroleum products, flammable explosive, radioactive
materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, and transformers or other
equipment that contain dielectric fluid containing levels of
polychlorinated biphenyls (PCB's), (b) any chemicals, materials,
wastes or substances which are or hereafter become defined as or
included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "extremely hazardous wastes",
"restricted hazardous wastes", "toxic substances", "toxic
pollutants", "contaminants", "pollutants" or words of simllar
import, under any Environmental Law and (c) any other chemical or
other material or substance exposure to which is now or hereafter
prohibited, limited or regulated by any governmental authority
under any Environmental Law.
~
,
~.
"Indebtedness" shall mean, for any Person: (a)
indebtedness created, issued or incurred by such Person for
borrowed money (whether by loan or the issuance and sale of debt
securities or the sale of Property to another Person subject to
an understanding or agreement, contingent or otherwise, to
repurchase such Property from such Person); (b) obligations of
such Person to pay the deferred purchase or acquisition price of
Property or services, other than trade accounts payable (other
than for borrowed money) arising, and accrued expenses incurred,
in the ordinary course of business so long as such trade accounts
payable are payable within 90 days of the date the respective
goods are delivered or the respective services are rendered; (c)
Indebtedness of others secured by a Lien on the Property of such
Person, whether or not the respective indebtedness so secured has
been assumed by such Person; (d) obligations of such Person in
respect of letters of credit or similar instruments issued or
accepted by banks and other financial institutions for account of
such Person; (e) Capital Lease Obligations of such Person; and
(f) Indebtedness of others Guaranteed by such Person.
)
)
"Indemnitv Aqreement" shall mean an indemnity agreement
between Charles H. Dyson, Ronald Berman and the Bank,
substantially in the form of Exhibit E hereto.
Credit Agreement
'J
"Interest Period" shall mean, with respect to any
Eurodollar Loan, each period commencing on the date such
Eurodollar Loan is made or converted from a Base Rate Loan or the
last day of the next preceding Interest Period for such Loan and
ending on the numerically corresponding day in the first, second,
third or sixth calendar m~nth thereafter, as the Company may
select as provided in Section 4.04 hereof, except that each
Interest Period which commences on the last Business Day of a
.
.>
)
.~ l .
- 7 -
calendar month (or on any day for which there 1s no numerically
corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent
calendar month. Notwithstanding the foregoing: (i) no Interest
Period may commence before and end after any Principal Payment
Date unless, after giving effect thereto, the aggregate principal
amount of the Loans having Interest Periods which end after such
Principal Payment Date shall be equal to or less than the
aggregate principal amount of the Loans scheduled to be out-
standing after giving effect to the payments of principal
required to be made on such Principal Payment Date; (ii) each
Interest Period which would otherwise end on a day which is not a
Business Day shall end on the next succeeding Business Day (or,
if such next succeeding Business Day falls in the next succeeding
calendar month, on the next preceding Business Day); and
(iii) notwithstanding clause (i) above, no Interest Period shall
have a duration of less than one month and, if the Interest
Period for any Eurodollar Loan would otherwise be a shorter
period, such Loan shall not be available hereunder.
I
.
.. ~
..
..
"Investment" shall mean, for any Person: (a) the
acquisition (whether for cash, Property, services or securities
or otherwise) of capital stock, bonds, notes, debentures,
partnership or other ownership interests or other securities of
any other Person or any agreement to make any such acquisition
(including, without limitation, any "short sale" or any Sale of
any securities at a time when such s,ecurities are not owned by
the Person entering into such short sale); (b) the making of any
deposit with, or advance, loan or other extension of credit to,
an~ other Person (including the purchase of Property from another
Person subject to an understanding or agreement, contingent or
otherwise, to resell such Property to such Person, but excluding
any such advance, loan or extension of credit having a term not
exceeding 90 days representing the purchase price of inventory or
supplies sold in the ordinary course of business)j or (c) the
entering into of any Guarantee of, or other contingent obligation
with respect to, Indebtedness or other liability of any other
Person and (without duplication) any amount committed to be
advanced, lent or extended to such Person.
"}
)
)
"Lien" shall mean, with respect to any Property, any
mortgage, lien, pledge, charge, security interest or encumbrance
of any kind in respect of such Property. For purposes of this
Agreement, the Company shall be deemed to own subject to a Lien
any Property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement
(other than an operating lease) relating to such Property.
::
"Loan" shall mean the loan provided for by Section 2.01
hereof.
~J
Credit Agreement
- 8 -
ItMar9in Stock" shall mean margin stock within the
meaning of Regulations U and X.
"Mater.ial Adverse Effect" shall mean a material adverse
effect on (a) the Property, business, operations, financial
condition, liabilities or capitalization of the Company, (b) the
ability of the Company to perform its obligations under any of
the Basic Documents, (c) the validity or enforceability of any of
the Basic Documents, (d) the rights and remedies of the Bank
under any of the Basic Documents or (e) the timely payment of the
principal of or interest on the Loan or other amounts payable in
connection therewith.
"Note" shall mean the promissory note provided for by
Section 2.04 hereof.
"Partner Guarantee" shall mean a guarantee and pledge
agreement of each of the Guarantee Partners, substantially in the
form of Exhibit B hereto.
1
"Partners" shall mean, collectively, Charles H. Dyson,
Ronald Berman, William Morrill and Jean E. Morrill (excluding any
of their respective legal representatives, successors in interest
or heirs).
.~
r
-'
"'~artnership Agreement" shall mean the Partnership
Agreement dated as of December 7, 1984 by and among the Partners
as the same has been or shall be modified and supplemented and in
effect from time to time (subject to the provisions of
Section 8.13 hereof).
,
I
"Person" shall mean any individual, corporation,
company, voluntary association, partnership, joint venture,
trust, unincorporated organization or government (or any agency,
instrumentality or political subdivision thereof).
'J
"Post-Default Rate" shall mean, in respect of any
principal of any Loan or any other amount under this Agreement,
the Note, or any other Basic Document that is not paid when due
(whether at stated maturity, by acceleration or otherwise), a
rate per annum during the period from and including the due date
to but excluding the date on which such amount is paid in full
equal to 2% above the Base Rate as in effect from time to time
plus the Applicable Margin (provided that, if the amount so in
default is principal of a Eurodollar Loan and the due date
thereof is a day other than the last day of an Interest Period
therefor, the "Post-Default Ratett for such principal shall be,
for the period from and including such due date to but excluding
the last day of such Interest Period, 2% above the interest rate
for such Loan as provided in Section 3.02(b) hereof and,
thereafter, the rate provided for a~ove in this definition).
)
Credit Agreement
. T
- 9 -
"Prime Rate" shall mean the rate of interest from time
to time announced by the Bank at the Principal Office as its
prime commercial lending rate.
"Principal Office" shall mean the principal office of
the Bank, presently located at 1 Chase Manhattan Plaza, New York,
New York 10081.
"Principal Pavrnent Dates" shall mean the Quarterly
Dates from May 1, 1992 through November 1, 1993, inclusive, and
the last Business Day of 1993.
Credit Aqreement
"Property" shall mean any right or interest in or to
property of any kind whatsoever, whether real, personal or mixed
and whether tangible or intangible.
"Quarterly Dates" shall mean the first Business Day of
each February, May, August and November, the first of which shall
be the first such day after the date of this Agreement; provided
that if any such day is not a Business Day, then such Quarterly
Date shall be the next succeeding Business Day.
)
'''Regulations 0, U and X" shall mean, respectively,
Regulations D, U and X of the Board of Governors of the Federal
Reserve System (or any successor), as the same may be amended or
supplemented from time to time.
'\
\
"Requlatory Change" shall mean any change after the
date of this Agreement in United States Federal, state or foreign
law or regulations (including, without limitation, Regulation D)
or the adoption or making after such date of any interpretation,
directive or request applying to a class of banks including the
Bank of or under any United states Federal, state or foreign law
or regulations (whether or not having the force of law and
whether or not failure to comply therewith would be unlawful) by
any court or governmental or monetary authority charged with the
interpretation or administration thereof.
,
"Release" shall mean any release, spill, emission,
leaking, pumping, injection, deposit, disposal, discharge,
dispersal, leaching or migration into the indoor or outdoor
environment, including, without limitation, the movement of
Hazardous Materials through ambient air, soil, surface water,
ground water, watlands, land or subsurface strata.
iJ
"Reserve Requirement" shall mean, for any Interest
Period for any Eurodollar Loan, the average maximum rate at which
reserves (including any marginal, supplemental or emergency
reserves) are required to be maintained during such Interest
Period under Regulation D by member banks of the Federal Reserve
System in New York City with deposits exceeding one billion
.f
')
- 10 -
Dollars against "Eurocurrency liabilities" (as such term is used
in Regulation D). Without limiting the effect of the foregoing,
the Reserve Requirement shall include any other reserves required
to be maintained by such member banks by reason of any Regulatory
Change against (i) any category of liabilities which includes
deposits by reference to which the Eurodollar Base Rate 1s to be
determined as provided in the definition of "Eurodollar Base
Rate" in this Section 1.01 or (ii) any category of extensions of
credit or other assets which includes Eurodollar Loans.
"Restricted Payment" shall mean all partnership
distributions of the Company (in cash, Property or obligations)
on, or other payments or distributions on account of, or the
setting apart of money for a sinking or other analogous fund for,
or the purchase, redemption, retirement or other acquisition of,
any portion of any partnership interest (whether general or
limited) in the Company.
~
"Securitv Documents" shall mean, collectively, the
Florida Mortgage, the Partner Guarantee, the Contract Assignment
and all Uniform Commercial Code financing statements required by
this Agreement or the Florida Mortgage or the Partner Guarantee
or the Contract Assignment to be filed with respect to the
security interests in personal Property and fixtures created
pursuant to the Florida Mortgage.
~ 'j
"Subsidiary" shall mean, for any Person, any corpora-
tion, partnership or other entity of which at least a majority of
the securities or other ownership interests having by the terms
thereof ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions of such
corporation, partnership or other entity (irrespective of whether
or not at the time securities or other ownership interests of any
other class or classes of such corporation, partnership or other
entity shall have or might have voting power by reason of the
happening of any contingency) 1s at the time directly or
indirect.ly owned or controlled by such Person or one or more
Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person.
"Trustee" shall mean the Trustee referred to in the
Bond.
)
"TvPe!.:.. shall have the meaning assigned that term in
Section 1.03 hereof.
. .;}
J
1.02 Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein
shall be interpreted, all determinations with respect to
accounting matters hereunder shall be made, and all financial
statements and certificates and reports as to financial matters
Credit Aqreement
- 11 -
required to be furnished to the Bank hereunder shall be prepared,
in accordance with generally accepted accounting principles as in
effect from time to time, applied on a basis consistent with that
used in the audited financial statements referred to in
Section 7.02 hereof. To enable the ready and consistent
determination of compliance with the covenants set forth in
Section 8 hereof, the Company will not change the last day of its
fiscal year from December 31 of each year, or the last days of
the first three fiscal quarters in each of its fiscal years from
March 31, June 30 and September 30 of each year, respectively.
1.03 Ty~es of Loans. Loans hereunder are distinguished
by "Type". The "Type" of a Loan refers to whether such Loan is a
Base Rate Loan or a Eurodollar Loan, each of which constitutes a
Type.
Section 2. The Commitment.
'\
,
J
2.01 The Loan. The Bank agrees, on the terms of this
Agreement, to make a term loan to the Company in Dollars on or
before the Commitment Termination Date in an amount equal to the
amount of the Commitment. Thereafter the Company may Convert
Loans of one Type into Loans of another Type (as provided in
Sec,tion 2.05 hereof) or Continue Loans of one Type as Loans of
the same Type; provided that no more than three separate Interest
Periods in respect of Eurodollar Loans may be outstanding at any
one t.ime.
2.02 Borrowin~s. The Company shall give the Bank
notice of the borrowing hereunder as provided in Section 4.04
hereof. On the date specified for the borrowing hereunder, the
Bank shall, subject to the terms and conditions of this
Agreement, make available the amount of such borrowing to the
Company by applying the same to the redemption of the Bond.
2.03 Lending Offices. The Loans of each Type shall be
made and maintained at the Bank's Applicable Lending Office for
Loans of such Type.
2.04 Note.
(a) The Loan shall be evidenced by a single promissory
note of the company sUbstantially in the form of Exhibit A
hereto, dated the date hereof, payable to the Bank in a principal
amount equal to the amount of the Commitment as originally in
effect and otherwise duly completed.
'J
(b) The date, amount, Type, interest rate, and
duration of Interest Period (if applicable) of each Loan made by
the Bank to the Company, and each payment made on account of the
Credit Agreement
- 12 -
principal thereof, shall be recorded by the Bank on its books
and, prior to any transfer of the Note, endorsed by the Bank on
the schedule attached to the Note or any continuation thereof;
provided that the failure of the Bank to make any such recorda-
tion or endorsemeat shall not affect the obligations of the
Company to make a payment when due of any amount owing under the
Note.
(c) The Bank shall not be entitled to have the Note
subdivided, by exchange for promissory notes of lesser
denominations or otherwise, except in connection with a permitted
assignment of all or any portion of the Commitment, Loan and Note
pursuant to Section lO.06(b) hereof.
)
2.05 Prepayments and Conversions or Continuations of
Loans. Subject to Section 4.03 hereof, the Company shall have
the right to prepay Loans, or to Convert Loans of one Type into
Loans of another Type or Continue Loans of one Type as Loans of
the same Type, at any time or from time to time, provided that:
(i) the Company shall give the Bank notice of each such
prepayment, Conversion or Continuation as provided in
Section 4.04 hereof; (ii) a Eurodollar Loan may be prepaid or
Converted only on the last day of an Interest Period for such
Loan; and (iii) prepayments of the Loans shall be applied to the
installments of the Loans in the inverse order of their
maturities. Notwithstanding the foregoing, and without limiting
the rights and remedies of the Bank under Section 9 hereof, in
the event that any Event of Default shall have occurred and be
continuing, the Bank may suspend the right of the Company to
Convert any Loan into a Eurodollar Loan, or to Continue any Loan
as a Eurodollar Loan, in which event all Loans shall be Converted
(on the last day{s) of the respective Interest Periods therefor)
or Continued, as the case may be, as Base Rate Loans.
j
)
Section 3. Payments of Principal and Interest.
3.01 Repavrnent of the Loan. The Company hereby
promises to pay to the Bank the principal of the Loan in ten
installments payable on the Principal Payment Dates .as follows:
~~
)
Credit Agreement
- 13 -
Principal Payment Date
May 1, 1992
August 1, 1992
November 1, 1992
February 1, 1993
May 1, 1993
August 1, 1993
November 1, 1993
December 31, 1993
Amount of Installment ($1
$68,750
$68,750
$68,750
$68,750
$68,750
$68,750
$68,750
$4,712,500
3.02 Interest. The Company hereby promises to pay to
the Bank interest on the unpaid principal amount of each Loan for
the period from and including the date of such Loan to but
excluding the date such Loan shall be paid in full, at the
following rates per annum:
i
(a) during such periods as such Loan is a Base Rate
Loan, the Base Rate (as in effect from time to time) plus
the Applicable Margin; and
(D) during such periods as such Loan is a Eurodollar
Loan, for each Interest Period. relating thereto, the
Eurodollar Rate for such Loan for such Interest Period plus
the Applicable Margin.
\
~
Notwithstanding the foregoing, the Company hereby promises to pay
to the Bank interest at the applicable Post-Default Rate on any
principal of any Loan and on any othe~ amount payable by the
Company hereunder or under the Note which shall not be paid in
full when due (whether at stated maturitYr by acceleration or
otherwise), for the period from and including the due date
thereof to but excluding the date the same is paid in full.
Accrued interest on each Loan shall be payable (1) in the case of
a Base Rate Loan, quarterly on the Quarterly Dates, (ii) in the
case of a Eurodollar Loan, on the last day of each Interest
Period therefor and, if such Interest Period is longer than three
months, at three-month intervals, following the first day of such
Interest Period, and (iii) in the case of any Loan, upon the
payment or prepayment thereof or the Conversion of such Loan to a
Loan of another Type (but only on the principal amount so paid,
prepaid or Converted), except that interest payable at the
Post-Default Rate shall be payable from time to time on demand.
Promptly after the determination of any interest rate proyided
for herein or any change therein, the Bank shall give notice
thereof to the Company.
\
l
-)
Credit Agreement
,
- 14 -
Section 4. Payments: Computations: Etc.
4.01 Payments.
(a) Except to the extent otherwise provided herein,
all payments of principal, interest and other amounts to be made
by the Company under this Agreement and the Note, and, except to
the extent otherwise provided therein, all payments to be made by
the Company under any other Basic Document, shall be made in
DOllars, in immediately available funds, without deduction,
set-off or counterclaim, to the Bank at the Principal Office, not
later than 1:00 p.m. New York time on the date on which such
.
payment shall become due (each such payment made after such time
on such due date to be deemed to have been made on the next
succeeding Business Day).
(b) The Bank may (but shall not be obligated to) debit
the anlount of any such payment which is not made by such time to
any ordinary deposit account of the Company with the Bank (with
notice to the Company).
,
)
(c) The Company shall, at the time of making each
payment under this Agreement or the Note, specify to the Bank the
Loans or other amounts payable by the Company he~eunder to which
such payment is to be applied (and in the event that it fails to
so speCify, or if an Event of Default has occurred and is
continuing, the Bank may apply the amount of such payment
received by it in such manner as the Bank may determine to be
appropriate (with notice to the Company)).
(d) If the due date of any payment under this
Agreement or the Note would otherwise fall on a day which is not
a Business Day such date shall be extended to the next succeeding
Business Day and interest shall be payable for any principal so
extended for the period of such extension.
)
~J
4.02 Computations. Interest on Eurodollar Loans shall
be computed on the basis of a year of 360 days and actual days
elapsed (including the first day but excluding the last day)
occurring in the period for which payable and interest on Base
Rate Loans shall be computed on the. basis of a year of 365 or 366
days, as the case may be, and actual days elapsed (including the
first day but excluding the last day) occurring in the period for
which payable. ~~
4.03 Minimum Amounts. The borrowing shall be of the
full amount of the Commitment. Each Conversion and prepayment of
principal of Loans shall be in an amount at least equal to
$1,OOO,OOO (borrowings, Conversions or prepayments of or into
Loans of different Types or, in the case of Eurodollar Loans,
having different Interest Periods at the same time hereunder to
J
,
Credit Agreement
)
- 15 -
be deemed separate borrowings, Conversions and prepayments for
purposes of the foregoing, one for each Type or Interest Period).
Anything in this Agreement to the contrary notwithstanding, the
aggregate principal amount of Eurodollar Loans having the same
Interest Period shall be in an amount at least equal to
$1,000,000 and in multiples of $1,000,000 in excess thereof and,
if any Eurodollar Loans would otherwise be in a lesser principal
amount for any period, such Loans shall be Base Rate Loans during
such period.
.
. 4.04 Certain Notices. Notices by the Company to the
Bank of terminations or reductions of the Commitment, of
borrowings, Conversions, Continuations and optional prepayments
of Loans, and of Types of Loans and of the duration of Interest
Periods shall be irrevocable and shall be effective only if
received by the Bank not later than 10:00 a.m. New York time on
the number of Business Days prior to the date of the relevant
termination, reduction, borrowing, Conversion, Continuation or
prepayment or the first day of such Interest Period specified
below:
Notice
Number of
Business
Davs Prior
)
~
.F
Borrowing or prepayment of,
or Conversions into,
Base Rate Loans
One
\
Borrowing or prepayment of,
Conversions into, Continuations
as, or duration of Interest
Period for, Eurodollar Loans
Three
~
Each such notice of termination or reduction shall specify the
amount of the Commitment to be terminated or reduced. Each such
notice of borrowing, Conversion, Continuation or optional
prepayment shall specify the Loans to be borrowed, Converted,
Continued or prepaid and the amount (subject to Section 4.03
hereof) and Type of each Loan to be borrowed, Converted, .
Continued or prepaid and the date of borrowing, Conversion,
Continuation or optional prepayment (which shall be a Business
Day). -Each such notice of the duration of an Interest Period
shall specify tbe Loans to which such Interest Period is .to
relate. In the event that the Company fails to select the Type
of Loan, or the duration of any Interest Period, for any
Eurodollar Loan within the time period and otherwise as provided
in this Section 4.04, such Loan (if outstanding as a Eurodollar
Loan) will be automatically Converted into a Base Rate Loan on
the last day of the then current Interest Period for such Loan or
(if outstanding as a Base Rate Loan) will remain as, or (if not
)
J
~
Credit Aareement
~
- 16 -
then outstanding) will be made as, a Base Rate Loan, subject to
Conversion into a Eurodollar Loan pursuant to Section 2.05
hereof.
4.05 Set-off. The Company agrees that, in addition to
(and without limitation of) any right of set-off, banker's lien
or counterclaim the Bank may otherwise have, the Bank shall be
entitled, at its option, to offset balances held by it for
account of the company at any of its offices, in Dollars or in
any other currency, against any principal of or interest on any
of the Loan or any other amount payable to the Bank hereunder,
that is not paid when due (regardless of whether such balances
are then due to the Company), in which case it shall promptly
notify the Company thereof, provided that the Bank's failure to
give such notice shall not affect the validity thereof.
Section 5. Yield Protection, Etc.
o
5.01 Additional Costs.
)
(a) The Company shall pay to the Bank from time to
tine such amounts as the Bank may reasonably determine to be
necessary to compensate it for any costs which the Bank
determines are attributable to its making or maintaining of any
Eurodollar Loans or its obligation to make any Eurodollar Loans
hereunder, or any reduction in any amount receivable by the Bank
hereunder in respect of any of such Loans or such obligation
(such increases in costs and reductions in amounts receivable
being herein called "Additional Costs"), resulting from any
Regulatory Change which:
(i) changes the basis of taxation of any amounts
payable to the Bank under this Agreement or the Note in
respect of any of such Loans (other than taxes imposed on or
measured by the overall n.et income of the Bank or of its
Applicable Lending Office for any of such Loans by the
jurisdiction in which such Applicable Lending Office or the
Principal Office is located); or
(ii) imposes or modifies any reserve, special
deposit or similar requirements (other than the ReseL~e
Requirement utilized in the determination of the Eurodollar
Rate for such Loan) relating to any extensions of c~edit or
other assets of, or any deposits with or other liabilities
of, the Bank (including any of such Loans or any deposits
referred to in the definition of "Eurodollar Base Rate" in
Section 1.01 hereof), or any commitment of the B~nk.
(including the Commitment of the Bank hereunder); or
o
.~
)
Credit Aqreement
"
;':, ,;"; ,;', :,,< ~::,: ,i >;::' /: ,,: >~~;~'>i /; ~": <~ :, ':,::' I"" ", .i<"::'<~'; <, :::' ':.\. :.'.,:
. _""" . I ..... \. . '. ,\,,~'l.. ..' '. r / '. I.......',
. \. ". ~_ /' ; "\~:'\-. .... :"~~)I"~~~\' ,~'.).;-;.' .':/ ,~~":"~~".~f . \:. ,\...Y~ / ':';" ~...- ','. ~,', '.:' :. ~("~I'..''''I,.... J/,,;., .~. ~': I,':' . ;..~. ~:. ~
- 17 -
(iil) imposes any other condition affecting this
Agreement or the Note (or any of such extensions of credit
or liabilities) or the Commitment.
)
If the Bank requests compensation from the Company under this
Section 5.01(a), the Company may, by notice to the Bank, suspend
the obligation of the Bank to make or Continue Eurodollar Loans,
or to Convert Base Rate Loans into Eurodollar Loans, until the
Regulatory Change giving rise to such request ceases to be in
effect) . .
(b) Without limiting the effect of the provisions of
paragraph (a) of this Section 5.01, in the event that, by reason
of any Regulatory Change, the Bank either (i) incurs Additional
Costs based on or measured by the excess above a specified level
of the amount of a category of deposits or other liabilities of
the Bank which includes deposits by reference to.which the
interest rate on Eurodollar Loans is determined as provided in
this Agreement or a category of extensions of credit or other
assets of the Bank which includes Eurodollar Loans or
(ii) becomes subject to restrictions on the amount of such a
category of liabilities or assets which it may hold, then, if the
Bank so elects by notice to the Company, the obligation of the
Bank to make or Continue, or to Convert Base Rate Loans into,
Eurodollar Loans hereunder shall be suspended until such
Regulatory Change ceases to be in effect and the Company shall,
upon the request of the Bank, prepay any of such Loans then
outstanding hereunder together with accrued interest thereon.
(c) Without limiting the effect of the foregoing
provisions of this Section 5.01 (but without duplication), the
Conlpany shall pay to the Bank from time to time on request such
amounts as the Bank may reasonably determine to be necessary to
compensate the Bank (or, without duplication, the bank holding
company of which the Bank is a subsidiary) for any costs which it
reasonably determines are attributable to the maintenance by the
Bank (or any Applicable Lending Office or such bank holding
company), pursuant to any law or regulation or any
interpretation, directive or request (whether or not having the
force of law) of any court or governmental or monetary authority
(i) following any Regulatory Change, or
"~.-
-)
(ii) implementing any risk-based capital guideline or
requirement (whether or not having the force of law and
whether 01." not the failure 'to comply therewith would be
unlawful) heretofore or hereafter issued by any government
or governmental or supervisory authority implementing at the
national level the Basle Accord (including, without
limitation, the Final Risk-Based Capital Guidelines of the
Credit Agreement
.. . '~". '
.' :.: ~ . .< ~" "':" /, \'? : " ',<"' :,> '.~: ;:,. ' I.' ", .:.' . :.' <.' :: ; '..' .'.,.'>," > ~ .;:"<,,:""~ :..' I,~.\ i<" / i '>::.' :;~.> '>' . ...,.... ;' .:.:. ~ ~,' .:'. : >.: .< ~ '< ;'.-:,>',:;.: >
I . 1. . I' r ". . I' ',' . .., ~ \" "'" . . . . ~. .' ..,
!. / ...... ....., ",: :. \;< ',: ',', "> ~:" ...,'.,;, "/'.'~'. I :'.,'...',:<.,..:~..~..;:.~/;...- "'~"'<:_':""":'-"';':';" ';:.:".. .~, ~:".''''~ ',:.:<' "-.:t::";;~":;' ~
- 18 -
Board of Governors of the Federal Reserve System (12 CFR
Part 208, Appendix A; 12 CFR Part 225, Appendix A) and the
Final Risk-Based Capital Guidelines of the Office of the
Comptroller of the Currency (12 CFR Part 3, Appendix A)),
of capital in respect of the Commitment or Loans (such
compensation to include, without limitation, an amount equal to
any reduction of the rate of return on assets or equity of the
Bank (or any Applicable Lending Office or such bank holding
company) to a level below that which the Bank (or any Applicable
Lending Office or such bank holding company) could have achieved
but for such law, regulation, interpretation, directive or
request). For purposes of this Section 5.01(c), "Basle Accord"
shall mean the proposals for risk-based capital framework
described by the Basle Committee on Banking Regulations and
Supervisory Practices in its paper entitled "International
Convergence of Capital Measurement and Capital Standards" dated
July 1988, as amended, modified and supplemented and in effect
from time to time or any replacement thereof.
"'
J
(d) The Bank shall notify the Company of any event
occurring after the date of this Agreement that will entitle the
Bank to compensation under paragraph (a) or (c) of this
Section 5.01 as promptly as practicable, but in any event within
45 days, after the Bank obtains actual knowledge thereof;
provided, that (i) if the Bank fails to give such notice within
45 days after it obtains actual knowledge of such an event, the
Bank shall, with respect to compensation payable pursuant to this
Section 5.01 in respect of any costs resulting from such event,
only be entitled to payment under this Section 5.01 for costs
incurred from and after the date 45 days prior to the date that
the Bank does give such notice and (ii) the Bank will designate a
different Applicable Lending Office for the Loans affected by
such event if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the sole
opinion of the Bank, be disadvantageous to the Bank, except that
the Bank shall have no obligation to designate an Applicable
Lending Office located in the United States of America. The Bank
will furnish to the Company a certificate setting forth the basis
and amount of each request by the Bank for compensation under
paragraph (a) or (c) of this Section 5.01. Determinations and
allocations by the Bank for purposes of this Section 5.01 of the
effect of any Regulatory Change pursuant to paragraph (a) or (b)
of this Section-~.Ol, or of the effect of capital maintained
pursuant to paragraph (c) of this Section 5.01, on its costs or
rate of return of maintaining Loans or its obligation to make
Loans, or on amounts receivable by it in respect of Loans, and of
the amounts required to compensate the Bank under this
Section 5.01, shall be conclusive, provided that such
determinations and allocations are made on a reasonable basis.
)
-'
Credit Agreement
- 19 -
5.02 Limitation on TYPes of Loans. Anything herein to
the contrary notwithstanding, if, on or prior to the
determination of any Eurodollar Base Rate for any Interest
Period, t,he Bank determines (which determination shall be
conclusive) that:
(a) quotations of interest rates for the relevant
deposits referred to in the definition of "Eurodollar Base
Rate" in Section 1.01 hereof are not being provided in the
relevant amounts or for the relevant maturities for purposes
of determining rates of interest for Eurodollar Loans as
provided herein; or
'I
(b) the relevant rates of interest referred to in the
definition of "Eurodollar Base Rate" in Section 1.01 hereof
upon the basis of which the rate of interest for Eurodollar
Loans for such Interest Period is to be determined are not
likely adequately to cover the cost to the Bank of making or
maintaining Eurodollar Loans for such Interest Period;
~ .
)
then the Bank shall give the Company prompt notice thereof, and
so long as such condition remains in effect, the Bank shall be
under no obligation to make additional Eurodollar Loans, to
Continue Eurodollar Loans or to Convert Base Rate Loans into
Eurodollar Loans and the Company shall, on the last day(s) of the
then current Interest Period(s) for the outstanding Eurodollar
Loans, either prepay such Loans or Convert such Loans into Base
Rate Loans in accordance with Section 2.05 hereof.
)
5.03 Illeqalitv. Notwithstanding any other provision
of this Agreement, in the event that it becomes unlawful for the
Bank or its Applicable Lending Office to honor its obligation to
make or maintain Eurodollar Loans hereunder, then the Bank shall
promptly notify the Company thereof and the Bank's obligation to
make or Continue, or to Convert Loans of any other Type into,
Eurodollar Loans shall be suspended until such time as the Bank
may again makr~ and maintain Eurodollar Loans and the Company
shall, upon the request of the Bank, prepay any of such Loans
then outstanding hereunder together with accrued interest
thereon.
)
)
5.04 Compensation. The Company shall pay to the Bank,
upon the request of the Bank, such amount or amounts as shall be
sufficient (in the reasonable opinion of the Bank) to compensate
it for any loss, cost or expense which the Bank determines is
attributable to:
..
..
(a) any payment, prepayment or Conversion of a
Eurodollar Loan for any reason (including, without
limitation, the acceleration of the Loans pursuant to
'J
Credit Aqreement
)
- 20 -
Section 9 hereof) on a date otner than the last day of the
Interest Period for such Loan; or
(b) any failure by the Company for any reason
(including, without limitation, the failure of any of the
conditions precedent specified in Section 6 hereof to be
satisfied) to borrow a Eurodollar Loan on the date for such
borrowing specified in the relevant notice of borrowing
given pursuant to Section 2.02 hereof.
)
Without limiting the effect of the preceding sentence, such
compensation shall include an amount equal to the excess, if any,
of (i) the amount of interest which otherwise would have accrued
on the principal amount so paid, prepaid or Converted or not
borrowed for the period from the date of such payment,
prepayment, Conversion or failure to borrow to the last day of
the then current Inter~st Period for such Loan (or, in the case
of a failure to borrow, the Interest Period for such Loan which
would have commenced on the date specified for such borrowing) at
the applicable rate of interest for such Loan provided for herein
over (ii) the amount of interest which otherwise would have
accrued on such principal amount at a rate per annum equal to the
interest component of the amount the Bank would have bid in the
London interbank market for Dollar deposits of leading banks in
amounts comparable to such principal amount and with maturities
comparable to such period (as reasonably determined by the Bank).
)
Section 6. Conditions Precedent. The obligation of
the Bank to make the Loan hereunder is subject to the Bank being
satisfied that after the making of ~he Loan the Bond and all
accrued interest thereon shall be redeemed and paid in full and
to the receipt by the Bank of the following documents, each of
which shall be reasonably satisfactory to the Bank in form and
substance:
)
(a) Partnership Documents. A certificate of each
Guarantee Partner, dated the Closing Date and certifying
that attached thereto is a true and complete copy of the
Partnership Agreement, as in effect on the date of such
certificate.
j
(b) Officer's Certificate. A certificate of each
Guarantee ~artner to the effect set forth in clauses (i)
and (11) of the last paragraph of this Section 6.
(c) Opinion of Counsel to the Company. An opinion of
Messrs. Harper, Rynes, Geller, Watson & Buford, Florida
counsel to the Company, substantially in the form of Exhibit
G hereto.
J
Credit Aqreement
- 21 -
(d) guarantee. The Partner Guarantee, duly executed
by each of the Guarantee Partners, together with such
appropriately completed and duly executed copies of Uniform
Commercial Code financing statements of each Guarantee
Partner as the Bank shall have requested.
(e) Note. The Note, duly completed and executed.
,.
.1
(f) MortgaQe and Title Insurance. The Florida
Mortgage, duly executed and delivered by the Company, in
recordable form (in such number of copies as the Bank shall
have requested) and a policy of title insurance on forms of
and issued by one or more title companies satisfactory to
the Bank (the "Title Companies"), insuring the priority of
the Lien created under the Florida Mortgage for an amount
equal to the amount of the Commitment, subject only to such
exceptions as are satisfactory to the Bank and, to the
extent necessary under applicable law, for filing in the
appropriate county land office, Uniform Conunercial Code
financing statements covering fixtures, in each case
appropriately completed and duly executed. In addition, the
Company shall have paid to the Title Companies all expenses
and premiums of t~e Title Companies in connection with the
issuance of such policies and in addition shall have paid to
the Title Companies an amount equal to the recording and
stamp taxes payable in connection with recording the Florida
Mortgage in the appropriate county land office.
(g) Insurance. Certificates of insurance evidencing
the e}~istence of all insurance required to be maintained by
the Company pursuant to Section 8.04 hereof and the
designation of the Bank as the loss payee thereunder to the
extent required by said Section 8.04 in respect of all
insurance covering tangible Property, such certificates to
be in such form and contain such information as is specified
in said Section 8.04. In addition, the Company shall have
delivered a certificate of a Partner setting forth the
insurance obtained by it in accordance with the requirements
of Section 8.04 and stating that such insurance is in full
force and effect and that all premiums then due and payable
thereon have been paid.
!.
>
)
)
(h) Redemption of Bondi Etc. A letter of the Company
to the Trustee and to the Bank, in form and substance
satisfactory to the Bank, giving notice of the prepayment of
the Existing Loan on the Closing Date and a letter of the
Trustee to the Bank notifyin.g the Bank of the redemption of
the Bond on the Closing Date.
(1) Additional Funds. Evidence that the Trustee has
on deposit at the Principal Office an amount at least equal
Credit Aqreement
...' " ' " " " :,. \, - ' ~.' " I , \ ,I' \ ~ \ . I " . .. " " . ',' . ' , . ~' . \ :... . ~.. \... ", ., ."
- 22 -
to $526,842.97 and irrevocably instructions to the Bank to
withdraw such amount and apply the same to the redemption of
the Bond on the Closing Date.
(j) financial Statements. Certified copies of the
financial statements referred to in Section 7.02 hereof and
in Section 3.01 of the Partner Guarantee.
(x) Survey. A current as-built ALTA survey of each
Property to be covered by the Florida Mortgage certified to
the Bank and the respective Title Companies, sufficient to
cause the Title Companies to delete any survey exceptions
and otherwise satisfactory to the Bank.
,
,
(1) Leases. Executed counterparts of all leases of
space of the Property covered by the Florida Mortgage,
together with a certified rent roll for each of such
properties and an estoppel certificate from the tenants
under such leases in form and substance satisfactory to the
Bank.
. _.)
(m) Zoning. Evidence satisfactory to the Bank that
the Property covered by the Florida Mortgage together with
any and all improvements located thereon comply with all
applicable subdivision laws and zoning ordinances, orders
and regulations.
(n) UCC, Tax Lien, Judqrnent and Litigation Searches.
Reports satisfactory to the Bank listing the results of
Uniform Commercial Code filing, tax lien, judgment and
litigation searches prepared by one or more firms
satisfactory to the Bank with respect to the Company in each
jurisdiction deemed relevant by the Bank.
(0) Assiqnment of Development Contract. The Contract
Assignment, duly executed by the Company.
(p) Indemnity Agreement. The Indemnity Agreement,
duly executed by Charles H. Dyson and Ronald Berman.
(q) Letter of Credit. A letter of credit issued by a
. bank or banks acceptable to the Bank, in substantially the
form of Exhibit D hereto.
...~
)
(r) Other Documents. Such other documents as the Bank
or counsel to the Bank may reasonably request.
The obligation of the Bank to make the Loan hereunder is. also
subject to the payment by the Company of the reasonable fees and
expenses of Messrs. Milbank, Tweed, Hadley & McCloy, counsel to
the Bank in connection with the negotiation, preparation,
~redit Aareement
.!.
'~J'. .'~'\ I .~ . .',' . '" .' "~?' . '. '.~ .', ,'\' '.: ..\. ",....,"-....... ~.'\\..:~:: ~I>\.~..i,;:. ..... ....;:'-,~.~.:.~:: '.'~l" ,'- 1..:':-'.
. I. /.., /..., . 1 . . .' . " \." / \ ',. :, \ \.' .1, .. ". t. .'\ .: ./. ,
. ., f ", . '.. ." f'~. .. I \ I . . . , . . /.'. . . '. 1,-1 ~ . / \./' ,'." ~ ;-..." ') ~ ~". ' ,'./' -"" J ' \ \ ..'..' .' ," I \.,
. "'1 I .... . .' , . .. . ::'. J 1 /. \'/ /":, \'., \ ". . . ..,. \' \..' . I'"
:.' . ",' ,.-..... '~,' ': '. '. <"'. " ,..,,~.' ......f : /' \.1";"";', ,'j I ;"'~~ '. '"./ '; ";Y ": :';"'. .....: ", '. .1\ ?'.. ..... . >' ,". .....\.
. .\______.' . . .,'\ , . \. ' . .. '. ,.\ ........... .,. ~ ,-.. /. . I'" A" .." .
, . .... . ~. J .~_,..:....a.... ._.~ . '. ..-,... ,
~ ..',
- 23 -
execution and delivery of this Agreement and the other Basic
Documents and the making of the Loans hereunder (to the extent
that bills for such fees and expenses have been delivered to the
Company) .
The obligation of the Bank to make the Loan hereunder
is subject to the further conditions precedent that, both
immediately prior to the making of such Loan and also after
giving effect thereto: (i) no Default shall have occurred and be
continuing; and (ii) the representations and warranties made by
the Company in Section 7 hereof, and in each of the other Basic
Documents, shall be true and complete on and as of the date of
the making of such Loan with the same force and effect as if made
on and as of such date. The notice of borrowing by the Company
hereunder shall constitute a certification by the Company to the
effect set forth in the preceding sentence (both as of the date
of such notice and, unless the Company otherwise notifies the
Bank prior to the date of such borrowing, as of the date of such
borrow ing) .
~
."
Section 7. Representations and Warranties. The
Company represents and warrants to the Bank that:
)
7.01 Existence. The Company: Ca} is a general
partnership duly organized and validly existing under the laws of
the jurisdiction of its organization; (b) has all requisite
corporate or other power, and has all governmental licenses,
authorizations, consents and approvals necessary.to own its
assets and carry on its business as now being or as proposed to
be conducted; and (c) is qualified to do business in all
jurisdictions in which the nature of the business conducted by it
makes such qualification necessary and where failure so to
qualify would have a Material Adverse Effect.
7.02 Financial Condition. The balance sheets of the
Cc~pany as at December 31, 1990 and the related statements of
income, retained earnings and changes in financial position (or
of cash flow, as the case may be) of the Company for the fiscal
year ended on said date prepared by Cronin, Jackson, Nixon &
Wilson, heretofore furnished to the Bank, are complete and
correct and fairly present the financial condition of the
Company, as the case may be, as at said date and the results of
its operations for the fiscal year ended on said date, all in
accordance with generally accepted accounting principles and
practices applied on a consistent basis. The Company did not
have on said date any material contingent liabilities, lia-
bilities for taxes, unusual forward or long-term commitments Or
unrealized or anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for
in said balance sheet as at said date. Since December 31, 1990,
l'
,
_ _ ---A..
)
Credit Aqreement
- 24 -
there has been no material adverse change in the consolidated
financial condition, operations, business or prospects taken as a
whole of the Company from that set forth in said financial
statements as at said date.
7.03 Litigation. There are no legal or arbitral
proceedings, or any proceedings by or before any governmental or
regulatory authority or agency, now pending or (to the knowledge
of the Company) threatened against the Company or its Properties.
')
7.04 No Breach. None of the execution and delivery of
this Agreement and the Note and the other Basic Documents, the
consummation of the transactions herein and therein contemplated
and compliance with the terms and provisions hereof and thereof
will conflict with or result in a breach of, or require any
consent under, the Partnership Agreement, or any applicable law
or regulation, or any order, writ, injunction or decree of any
court or governmental authority or agency, or any agreement or
instrument to which any Partner or the Company is a party or by
which any of them is bound or to which any of them is subject, or
constitute a default under any such agreement or instrument, or
(except for the Liens created pursuant to the Security Documents)
result in the creation or imposition of any Lien upon any
Property of any Partner, the Company pursuant to the terms of any
such agreement or instrument.
..
.t
7.05 Action. The Company has all necessary
partnership power and authority to execute, deliver and perform
its obligations under each of the Basic Documents in which it is
named as a party; the execution, delivery and performance by the
Company of each of the Basic Documents in which it is named as a
party have been duly authorized by all necessary partnership
action on its part; and this Agreement has been duly and validly
executed and delivered by the Company and constitutes, and each
of the other Basic Documents when executed and delivered (in the
case of the Notes, for value) by the Company will constitute, the
legal, valid and binding obligation of the Company, enforceable
in accordance with its terms.
7.06 Use of Loan. The Company is not engaged
principally, or as one of its important activities, in the
business of extending credit for the purpose, whether immediate,
incidental or ultimate, of buying or carrying Margin Stock and no
part of the proceeds of the extension of credit hereunder' will be
used to buy or carry any Margin Stock.
~-
--
7.07 ERISA. The Company is not subject to the pro-
visions of ERISA.
.J
7.08 Investment Com~anv Act. The Company 1s not an
"investment company", or a compan1r "controlled" by an "inves'tment
Credit Aqreement
- 25 -
company", within the meaning of the Investment Company Act of
1940, as amended.
7.09 Hazardous Materials. The Company has obtained
all environmental, health and safety permits, licenses and other
authorizations which are required under all Environmental Laws.
Each of such permits, licenses and authorizations is in full
force and effect and the Company is in compliance with the terms
and conditions thereof, and is also in compliance with all other
limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in
any applicable Environmental Law or in any regulation, code,
plan, order, decree, judgment, injunction, notice or demand
letter issued, entered, promulgated or approved thereunder.
In addition:
)
---
(a) No notice, notification, demand, request for
information, citation, summons or order has been issued, no
complaint has been filed, no penalty has been assessed and
no investigation or review is pending or threatened by any
governmental or other entlty with respect to any alleged
failure by the Company to have any environmental, health or
safety permit, license or authorization required under any
Environmental Law in connection with the conduct of the
business of the Company or with respect to any generation,
treatment, storage, recycling, transportation, discharge or
disposal, or any Release of any Hazardous Materials
generated by the Company.
(b) Neither the Company nor any of its Environmental
Affiliates has handled any Haz~rdous Material, other than as
a generator, on any Property now or previously owned or
leased by the Company or any of its Environmental Affiliates
to an extent that it has, or may reasonably be expected to
have, a Material Adverse Effect; and
(1) no PCB are present at any Property now or
previously owned or leased by the Company or any of its
Environmental Affiliates;
(ii) no asbestos or asbestos-containing materials
is present at any Property owned or leased by the
Company or any of its Environmental Affiliates;'
(iii) there are no underground storage tanks or
surface impoundments for Hazardous Materials, active or
abandoned, at any Property owned or leased by the
Company or any of its Environmental Affiliates; and
J
Credit Aqreement
~--
~ -
--
- 26 -
(iv) during the time that the Company owned its
Properties, no Hazardous Materials have been Released,
in a reportable quantity, where such a quantity has
been established by statute, ordinance, rule,
regulation or order, at, on or under any Property now
or previously owned by the Company or any of its
Environmental Affiliates.
"
J
(c) Neither the Company nor or any of its
Environmental Affiliates has transported or arranged for the
transportation of any Hazardous Material to any location
which is listed on the National Priorities List under the
Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), or on any
similar state list or which is the subject of Federal, state
or local enforcement actions or other investigations which
may lead to claims against the Company for clean-up costs,
remedial work, damages to natural resources or for personal
injury claims, including, but not limited to, claims under
CERCLA.
)
..i
(d) No oral or written notification of a Release of a
Hazardous Material has been filed by or on behalf of the
Company and no Property now or previously owned or leased by
the Company is listed or proposed for listing on the
National Priorities list promulgated pursuant to CERCLA, on
CERCLIS or on any similar state list of sites requiring
investigation or clean-up.
(e) No Liens have arisen under or pursuant to any
Environmental Laws on any of the real Property or Properties
owned .or leased by the Company, and no government actions
have been taken or are in process which could subject any of
such Properties to such Liens and the Company would not be
required to place any notice or restriction relating to the
presence of Hazardous Materials at any Property owned by it
in any deed to such Property.
(f) There have been no environmental investigations,
studies, audits, tests, reviews or other analyses conducted
by or which are in the possession of the Company or the
Partners in relation to any Property or facility now or
previously owned or leased by the Company which have not
been made available to the Bank.
7.10 Partners. The only partners of the Company on
the date hereof are the Partners.
)
Section 8. Covenants of the Company. The Company
covenants and agrees with the Bank that, so long as the
Credit Agreement
- 27 -
Commitment or the Loan is outstanding and until payment in full
of all amounts payable by the Company hereunder:
8.01 Financial statements. The Company shall deliver
to the Bank:
(a) as soon as available and in any event within 120
days after the end of each of its fiscal years, statements
of income, retained earnings and cash flow for such year and
the related balance sheets as at the end of such year,
setting forth in each case in comparative form the
corresponding figures for the preceding fiscal year,
prepared by Cronin, Jackson, Nixon & Wilson, or other
independent certified public accountants satisfactory to the
Bank;
(b) promptly after the Company knows or has reason to
believe that any Default has occurred, a notice of such
Default describing the same in reasonable detail and,
together with such notice or as soon thereafter as possible,
a description of the action that the Company has taken and
proposes to take with respect thereto; and
)
I
(e) from time to time such other information regarding
the financial condition, operations, business or prospects
of the Company as the Bank may reasonably request.
The Company will furnish to the Bank, at the time it furnishes
each set of financial statements pursuant to paragraph (a) above,
a certificate of a senior financial officer of the Company to the
effect that no Default has occurred and is continuing (or, if any
Default has occurred and is continuing, describing the same in
reasonable detail and describing the action that the Company has
taken and proposes to take with respect thereto).
8.02 Litigation. The Company will promptly give to
the Bank notice of all legal or arbitral proceedings, and of all
proceedings by or before any governmental or regulatory authority
or agency, and any material develop~ent in respect of such legal
or other proceedings, affecting the Company.
)
8.03 Existencel Etc.
(a) The Company will preserve and maintain its "legal
existence and all of its material rights, privileges and
franchises; comply with the requirements of all applicable laws,
rules, regulations and orders of governmental or regulatory
authorities (unless the failure to comply would not have a
material adverse effect on the Company's financial condition or
prospects); pay and discharge all taxes, assessments and
governmental charges or levies imposed on it or on its income or
Credit Agreement
. \ r I'. 1 .. "'i \ \ \ I":.'., J \' '. .~', I ,," \ , \ \ ~ j I \ ~ ',.' I' ,'\ \ ( , ,.', \ I. I 1 :. ) 'I . 'I I
)
- 28 -
profits or on any of its Property prior to the date on which
penalties attach thereto, except for any such tax, assessment,
charge or levy the payment of which is being contested in good
faith and by proper proceedings and against which adequate
reserves are being maintained; maintain all of its Properties
used or useful in its business in good working order and
condition, ordinary wear and tear excepted; and permit
representatives of the Bank, during normal business hours, to
examine, copy and make extracts from its books and records, to
inspect its Properties, and to discuss its business and affairs
with its officers, all to the extent reasonably requested by the
Bank.
&
)
(b) Without in any way limiting the foregoing
provisions of this Section 8.03, the Company shall, from time to
time when the same become due and payable, pay and discharge all
taxes of every kind and nature (including real and personal
property taxes and income, franchise, withholding, profits and
gross receipts taxes), all general and special assessments,
levies, permits, inspection and license fees, all water and sewer
rents and charges, and all other public charges whether of a like
or different nature, imposed upon or assessed against it or the
Property covered by the Florida Mortgage, respectively, or any
part thereof or upon the revenues, rents, issues, income and
profits of the same or arising in respect of the occupancy, use
or possession thereof, unless the same is being contested by the
Company in good faith. The Company. shall, upon the Bank's
request, deliver to the Bank receipts evidencing the payment of
all such taxes, assessments, levies, fees, rents and other public
charges imposed upon or assessed against it or such Property or
the revenues, rents, issues, income or profits thereof.
~
j
}
)
(c) The Bank may, at its option, to be exercised by 30
days' written notice to the Company, require the deposit by the
Company, at the time of each payment of principal of or interest
on the Loan, of an additional amount sufficient to discharge the
obligations under Section 8.03(b) hereof when they become due.
The determination of the amount 60 payable and of the fractional
part thereof to be deposited with the Bank, so that the aggregate
of such deposits shall be sufficient for this purpose, shall be
made by the Bank in its sole discretion. Such amounts shall be
held by the Bank without interest and applied to the payment of
the obligations in respect of which such amounts were deposited
or, at the Bank4s option, to the payment of said obligations in
such order or priority as the Bank shall determine, on or before
the respective dates on which the same or any of them would
become delinquent. If one month prior to the due date of any of
the aforementioned obligations the amounts then on deposit .
therefor shall be insufficient for the payment of such obligation
in full, the Company within 10 days after demand shall deposit
the amount of the deficiency with the Bank. Nothing herein
)
Credit Agreement
.
\
t
~.)
,
~
)
- 29 -
contained shall be deemed to affect any right or remedy of the
Bank under any provisions of the Florida Mortgage or of any
statute or rule of law to pay any such amount and to add the
amount so paid, together with interest at the Post-Default Rate,
to the indebtedness secured by the Florida Mortgage.
8.04 Insurance. The Company will keep insured by
financially sound and reputable insurers all Property of a
character usually insured by Persons engaged in the same or
similar business similarly situated against loss or damage of the
kinds and in the amounts customarily insured against by such
Persons and carry such other insurance as is usually carried by
such Persons, provided that in any event the Company will
maintain:
(l) Casualty Insurance -- insurance against loss or
damage covering all of its tangible real and personal
Property and improvements by reason of any Peril (as defined
below) in such amounts (subject to such deductibles as shall
be satisfactory to the Bank) as shall be reasonable and
customary and sufficient to avoid the insured named therein
from becoming a co-insurer of any loss under such policy but
in any event in an amount (i) in the case of fixed assets
and equipment, at least equal to 100% of the actual
replacement cost of such assets (including foundation,
footings and excavation costs), subject to deductibles as
aforesaid and (ii) in the case of inventory, not less than
the fair market value thereof, subject to deductibles as
aforesaid.
(2) Comprehensive General Liabilitv Insuranc~ ~-
insurance against claims for bodily injury, death or
Property damage occurring on, in or about its Properties
(and adjoining streets, sidewalks and waterways), in such
amounts as are then customary for Property similar in use in
the jurisdictions where such Properties are located.
(3) Workers' Compensation Insurance -- insurance
(including Employers' Liability Insurance) to the extent
required by applicable law.
(4) Other Insurance -- such other insurance, in each
case as generally carried by owners of similar Properties in
the jurisd~~tions where such Properties are locatedi in such
amounts and against such risks, as are then customary for
Property similar in use.
Such insurance shall be written by financially responsible
companies selected by the Company and having an A. M. Best rating
of "A+" or better and being in a financial size category of XIV
or larger, or by other companies acceptable to the Bank, and
Credit Aoreement
I ,'I' .', , :. t \ ~ 'I " f I J \ ' , . . .' .' . . '. 'I", \: '. -' *' II' ,-. \ ' , , .. , I'. ,.' \ .4 \ " J J
.....-
- 30 -
"
,
(other than workers' compensation) shall name the Bank as
additional insured, or loss payee, as its interests may appear.
Each policy referred to in this Section 8.04 shall provide that
it will not be canceled or reduced" or allowed to lapse without
renewal, except after not less than 30 days' notice to the Bank
and shall also provide that the interests of the Bank shall not
be invalidated by any act or negligence of the Company, or any
Person having an interest in any Property covered by the Florida
Mortgage nor by occupancy or use of any such Property for
purposes more hazardous than permitted by such policy nor by any
foreclosure or other proceedings relating to such Property. The
Company will advise the Bank promptly of any policy cancellation,
reduction or amendment.
...
)
OJ
The Company will not modify any of the provisions of
any policy with respect to casualty insurance without delivering
the original copy of the endorsement reflecting such modification
to the Bank accompanied by a written report of a firm of
independent insurance brokers of nationally recognized standing,
stating that, in their opinion, such policy (as so modified)
adequately protects the interests of the Bank, is in compliance
with the provisions of this Section 8.04, and is comparable in
all respects with insurance carried by responsible owners and
operators of Properties similar to those covered by the Florida
Mortgage. The Company will not obtain or carry separate insurance
concurrent in form or contributing in the event of loss with that
required by this Section 8.04 unless the Bank is the named
insured thereunder, with loss payable as provided herein. The
Company will immediately notify the Bank whenever any such
separate insurance is obtained and shall deliver to the Bank the
certificates evidencing the same.
Without limiting the obligations of the Company under
the foregoing provisions of this Se~tion 8.04, in the event the
Company shall fail to maintain in full force and effect insurance
as required by the foregoing provisions of this Section 8.04,
then the Bank may, but shall have no obligation so to do, procure
insurance covering the interests of the Bank in such amounts and
against such risks as the Bank shall deem appropriate and the
Company shall reimburse the Bank in respect of any premiums paid
by the Bank in respect thereof.
J
For purposes hereof, the term "Peril" shall mean,
collectively, ftre, lightning, flood, windstorm, hail, .
earthquake, explosion, riot and civil commotion, vandalism and
malicious mischief, damage from aircraft, vehicles and smoke and
all other perils covered by the "all-risk" endorsement then in
use in the jurisdictions where the Properties of the Company are
located.
)
Credit Agreement
- 31 -
8.05 Prohibition of Fundamental Chanqes. The Company
will not enter into any transaction of merger or consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer
any liquidation or dissolution), except for dissolutions that are
the result of the death of a Partner. The Company will not
acquire any business or Property from, or capital stock of, or be
a party to any acquisition of, any Person. The Company will not
convey, sell, lease, transfer or otherwise dispose of, in one
transaction or a series of transactions, all or any part of its
business or Property, whether now owned or hereafter acquired
(including, without limitation, receivables and leasehold
interests), except that, with the prior consent of the Bank, the
Company may enter into occupancy leases that comply with the
relevant provisions of the Florida Mortgage.
8.06 Limitation on Liens. The Company will not
create, incur, assume or suffer to exist any Lien upon any of its
Property, whether now owned or hereafter acquired, except:
}
(a) Liens created pursuant to the Security Documents;
)
(b) Liens imposed by any, governmental authority for
taxes, assessments or charges not yet due or which are being
contested in good faith and by appropriate proceedings if
adequate reserves with respect thereto are maintained on the
books of the Company, in accordance with GAAPi
(e) carriers', warehousemen's, mechanics', material-
men's, repairmen's or other like Liens arising 1n the
ordinary course of business which are not overdue for a
period of more than 15 days or which are being contested in
good faith and by appropriate proceedings; and
(d) any extension, renewal or replacement of the
foregoing, provided, however, that the Liens permitted
hereunder shall not be spread to cover any additional
Indebtedness or Property (other than a substitution of like
Property).
8.07 Indebtednes~. The Company will not create, incur
or suffer to exist any Indebtedness except Indebtedness to the
Bank hereunder.
8.08 ~Investments. The Company will not make or permit
to remain outstanding any Investments except operating deposit
accounts with banks.
Credit Agreement
8.09 Restricted Payments. The Company will not make
any Restricted Payment at any time that a Default is continuing.
~)
- 32 -
8.10 Lines of Business. The Company shall not engage
in any line or lines of business activity other than those
engaged in by it on the date hereof.
8.11 Transactions with Affiliates. Except as
expressly permitted by this Agreement, the Company will not,
directly or indirectly, enter into any transaction directly or
indirectly with or for the benefit of an Affiliate (including,
without limitation, guarantees and assumptions of obligations of
an Affiliate, but excluding (a) the borrowing of money by the
Company from an Affiliate and the repayment thereof and (b) the
provision by an Affiliate of management services to the Company,
in each case so long as the terms are at least as favorable as
those the Company would obtain in a comparable arm's-length
transaction).
:,
8.,12 Use of Proceeds. The Company will use the
proceeds of the Loan hereunder solely to prepay the Existing Loan
and accrued interest thereon (in compliance with all applicable
legal and regulatory requirements); provided that the Bank shall
not have any responsibility as to the use of any of such
proceeds.
,'\
.10 ...1-
--
8.13 Modifications of Certain Documents. The Company
will not consent to any modification, supplement or waiver of any
of the provisions of the Partnership Agreement without the
consent of the Bank (which consent shall not he unreasonably
'withheld) .
)
,~/
8.14 Environmental Survey. Within 90 days after the
Closing Date, the Company will furnish to the Bank an
environmental survey and assessment prepared by a fi~~ of
licensed engineers (familiar with the identification of toxic and
hazardous substances) in form and substance satisfactory to the
Bank. Such environmental survey and assessment shall be based
upon physical on-site inspections by such firm of each of the
existing sites and facilities owned, operated or leased by the
Company, as well as a historical review of the uses of such sites
and facilities and of the business and operations of the Company
(including any former Subsidiaries or divisions of the Company or
any of its Subsidiaries which have been disposed of prior to the
date of such survey and assessment and with respect to which the
Company or any of its Subsidiaries may have retained liability
for environmental matters).
Section 9. Events of Default. If one or more of the
following events (herein called "Events of Default") shall occur
and be continuing:
(a) The Company shall default in the payment when due
of any principal of the Loan; or the Company shall default
'l
Credit Aqreement
- 33 -
in the payment when due of any interest on the Loan, any fee
or any other amount payable by it hereunder or under any
other Basic Document and such default shall continue
unremedied for three Business Days; or
')
]I
(b) The Company shall default in the payment when due
of any principal of or interest on any of its other
Indebtedness; or any event specified in any note, agreement,
indenture or other document evidencing or relating to any
such Indebtedness shall occur if the effect of such event is
to cause, or (with the giving of any notice or the lapse of
time or both) to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder
or holders) to cause, such Indebtedness to become due, or to
be prepaid in full (whether by redemption, purchase, offer
to purchase or otherwise), prior to its stated maturity.
(c) Any representation, warranty or certification made
(or deemed made in Section 6 hereof) in any Basic Document
(or in any modification or supplement thereto) by the
Company (other than the representation in Section 7.09
hereof), or in the Partner Guarantee by any Partner, or any
certiiicate furnished to the Bank pursuant to the provisions
thereof, shall prove to have been false or misleading as of
the time made or furnished in any material respect; or
(d) The Company shall default in the performance of
any of its obligations under Section 8 hereof or the Company
shall default in the perforrnan~e of any of its obligations
under any provisions of the Florida Mortgage; or the Company
shall default in the performance of any of its other
obligations in this Agreement or any other Basic Document
and such default shall continue unremedied for a period of
ten days after notice thereof to the Company by the Bank; or
(e) The Company shall admit in writing its inability
to, or be generally unable to, pay its debts as such debts
become due; or
)
--
(f) The Company shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver,
custodian, trustee or liquidator of itself or of all or a
substantial part of its Property, (11) make a general
assignment....for the benefit of J.ts creditors, (iii) commence
a voluntary case under the Bankrup'tcy Code (as now or
hereafter in effect), (iv) file a petition seeking to take
advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding-up, or composition or
readjustment of debts I (v) fail to controvert. in a timely
and appropriate manner, or acquiesce in writing to, any
petition filed against it in an involuntary case under the
Credit Agreement
-
,
- 34 -
Bankruptcy Code, or (vi) take any corporate action for the
purpose of effecting any of the foregoing; or
(g) A proceeding or case shall be commenced, without
the application or consent of the Company, in any court of
competent jurisdiction, seeking (i) its liquidation,
reorganization, dissolution or winding-up, or the
composition or readjustment of its debts, (ii) the
appointment of a trustee, receiver, custodian, liquidator or
the like of the Company or of all or any substantial part of
its assets, or (iii) similar relief in respect of the
Company under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of
debts, and such proceeding or case shall continue
undismissed, or an order~ judgment or decree approving or
ordering any of the foregoing shall be entered and continue
unstayed and in effect, for a period of 60 or more days; or
an order for relief against the Company shall be entered in
an involuntary case under the Bankruptcy Code; or
J
)
(h) A final judgment or judgments for the payment of
money shall be rendered by a one or more courts,
administrative tribunals or other bodies having jurisdiction
against the Company and the same shall not be discharged (or
provision shall not be made for such discharge), or a stay
of execution thereof shall not be procured, within 45 days
from the date of entry thereof and the Company shall not,
within said period of 45 days, or such longer period during
which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed
during such appeal; or
(i) The Partners (or, upon any disposition by William
Morrill or Jean E. Morrill of any of their respective
partnership interests, any other Person acquiring such
partnership interests with the consent of the Bank (such
consent not to be unreasonably withheld)) shall cease to own
100% of the general partnership interests in the Company; or
Charles H. Dyson and Ronald Berman (or, in the case of the
death of either of them, their respect heirs, devisees,
legatees and estates) shall cease to own collectively at
least 92.5% of the general partnership interests in the
Company; or
,
~~.
(j) The Company shall be terminated, dissolved or
liquidated (as a matter of law or otherwise) or proceedings
shall be commenced by any Person (including the Company)
seeking the termination, d~ssolution or liquidation. of the
Company (except for proceedings that have no reasonable
possibility of success); or
)
~
Credit AQreement
- 35 -
(k) Except for expiration in accordance with its
terms, any of the Security Documents shall be terminated or
shall cease to be in full force and effect, for whatever
reason; or
i~
(1) A reasonable basis shall exist for tha assertion
against the Company of, or there shall have been asserted
against the Company or the Securing Party, claims or
liabilities, whether accrued, absolute or contingent, based
on or arising from the generation, storage, transport,
handling or disposal of Hazardous Materials by the Company
or any of their respective Affiliates, or any predecessor in
interest of the Company or any of its Affiliates, or
relating to any site or facility owned, operated or leased
by the Company or any of its Affiliates, the amount of which
claims or liabilities (insofar as they are payable by the
Company but after deducting any portion thereof which is
reasonably expected to be paid by other creditworthy Persons
jointly and severally liable therefor), if determined
adversely to the Company, is, singly or in the aggregate,
reasonably likely to have a Material Adverse Effect and such
condition shall continue unremedied for a period of 30 days
after notice thereof to the Company by the Bank (or such
longer period as applicable law may provide for remedying
the condition giving rise to such claim or liability).
THEREUPON: (1) in the case of an Event of Default other than one
referred to in clause (f) or (g) of this Section 9 with respect
to the Company, the Bank may, by notice to the Company, terminate
the Commitment and/or declare the principal amount then
outstanding of, and the accrued interest on, the Loan and all
other amounts payable by the Company hereunder and under the Note
(including, without limitation, any alnounts payable under
Section 5.04 hereof) to be forthwith due and payable, whereupon
such aJnounts shall be immediately due and payable without
presentment, demand, protest or other formalities of any kind,
all of which are hereby expressly waived by the Company; and
(2) in the case of the occurrence of an Event of Default referred
to in clause (f) or (g) of this Section 9 with respect to the
Company', the Commitment shall automatically be terminated and the
principal amount then outstanding of, and the accrued interest
on, the Loan and all other amounts payable by the Company
hereunder and under the Note (inCluding, without limitation, any
amounts payabla~under Section 5.04 hereof) shall automatically
become immediately due and payable without presentment, demand,
protest or other formalities of any kind, all of which are hereby
expressly waived by the Company.
!
)
Credit AgreemeQt
- 36 -
Section 10. Miscellaneous.
10.01 Waiver. No failure on the part of either party
hereto to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under this
Agreement or the Note shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or
privilege under this Agreement or the Note preclude any other or
further exercise thereof or the exercise of any other right,
power or privilege. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.
)
10.02 Notices. All notices and other communications
provided for herein and under the Security Documents (including,
without limitation, any modifications of, or waivers or consents
under, this Agreement) shall be given or made in writing
(including, without limitation, by telex or telecopy) delivered
to the intended recipient at the "Address for Notices" specified
below its name on the signature pages hereof; or, as to any
party, at such other address as shall be designated by such party
in a notice to each other party. Except as otherwise provided in
this Agreement, all such co~nunications shall be deemed to have
been duly given when transmitted by telex or telecopier or
personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
,
-
IO.03 Expenses I Etc. The Company agrees to payor
reimburse the Bank for paying: (a) all reasonable out-of-pocket
costs and expenses of the Bank (including, without limitation,
the reasonable fees and expenses of Messrs. Milbank, Tweed,
Hadley & McCloy, counsel to the Bank), in connection with (i) the
negotiation, preparation, execution and delivery of this
Agreement and the other Basic Documents and the making of the
Loans hereunder and (ii) any amendment, modification or waiver of
any of the terms of this Agreement or any of the other Basic
Documents; (b) all reasonable costs and expenses of the Bank
(including reasonable counsels' fees) in connection with (1) any
Default and any enforcement or collection proceedings resulting
therefrom and (il) the enforcement of this Section 10.03; (c) all
transfer, stamp, documentary or other ~imilar taxes, assessments
or charges levied by any governmental or revenue authority in
respect of this Agreement or any of the other Basic Documents or
any other document referred to herein or therein and all costs,
expenses, taxes~ assessments and other charges incurred ~n
connection with any filing, registration, recording or perfection
of any security interest contemplated by this Agreement or any
other Basic Document or any other document referred to herein or
therein; and (d) all costs, expenses and other charges in respect
of title insurance procured with respect to the Liens created
pursuant to the Florida Mortgage.
J
Credit Aqreement
- 37 -
The Company hereby agrees to indemnify the Bank and its
directors, officers, employees and agents for, and hold each of
them harmless against, any and all losses, liabilities, claims,
damages or expenses incurred by any of them arising out of or by
reason of any investigation or litigation or other proceedings
(including any threatened investigation or litigation or other
proceedings) relating to the extensions of credit hereunder or
any actual or proposed use by the Company or any of its
Subsidiaries of the proceeds of any of the extensions of credit
hereunder, including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such
investigation or litigation or othe~ proceedings (but excluding
any such losses, liabilities, claims, damages or expenses
incurred by reason of the gross negligence or willful misconduct
of the Person to be indemnified).
10.04 Amendments, Etc. No provision of this Agreement
may be amended or modified except by an instrument in writing
signed by the Company and the Bank.
)
10.05 Successors and Assiqns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
10.06 Assignments and Participations.
(a) The Company may not assign its rights or
obligations hereunder or under the Note without the prior consent
of the Bank.
)
(b) The Bank may assign any of the Loans, the Note,
and the Commitment (but only with the consent of, in the case of
an outstanding Commitment, the Company). Upon execution and
delivery by the assignee to the Company of an instrument in
writing pursuant to which such assignee agrees to become a "Bank"
hereunder having the Commitment and Loans specified in such
instrument, and upon consent thereto by the Company to the extent
required above, the assignee shall have~ to the extent of such
assignment (unless otherwise provided in such assignment with the
consent of the Company), the obligations, rights and benefits of
the Bank hereunder holding the Commitment and Loans (or portions
thereof) assigned to it (in addition to the Commitment and Loans,
if any, theretofore held by such assignee) and the Bank shall, to
the extent of s~~h assignment, be released from the Comm~tment
(or portion thereof) so assigned.
(c) The Bank may sell or agree to sell to one or more
other Persons a participation in all or any part of any Loans, or
in the Commitment.
\
l
-)
Credit Aqreement.
- 38 -
.-)
d
(d) Anything in this Section 10.06 to the contrary
notwithstanding, the Bank may assign and pledge all or any
portion of its Loan and its Note to any Federal Reserve Bank as
collateral security pursuant to Regulation A of the Board of
Governors of the Federal Reserve System and any Operatin9
Circular issued by such Federal Reserve Bank. No such assignment
shall release the Bank from its obligations hereunder.
(e) The Bank may (after notice to the Company) furnish
any information concerning the Company or any of its Subsidiaries
in the possession of the Bank from time to time to assignees and
participants (including prospective assignees and participants).
10.07 Survival. The obligations of the Company under
Sections 5.01, 5.04, and 10.03 hereof shall survive the repayment
of the Loans and the termination of the Commitment. In addition,
each representation and warranty made, or deemed to be made by a
notice of any extension of credit, herein or pursuant hereto
shall survive the making of such representation and warranty, and
no Bank shall be deemed to have waived, by reason of making any
extension of credit hereunder, any Default which may arise by
reason of such representation or warranty proving to have been
false or misleading, notwithstanding that such Bank or the Agent
may have had notice or knowledge or reason to believe that. such
representation or warranty was false or misleading at the time
such extension of credit was made.
~
1
10.08 Captions. The table of contents and captions
and section headings appearing herein are included solely for
convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.
10.09 Counterparts. This Agreement may be executed in
any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties
hereto may execute this Agreement by signing any such
counterpart.
\
,
J
IO.10 Governing Law: Submission to Jurisdi~tion. This
Agreement and the Note shall be governed by, and construed in
accordance with, the law of the State of New York. The Company
hereby submits to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and
of any New ~ork~state court sitting in New York City for ~he
purposes of all legal proceedings arising out of or relating to
this Agreement or the transactions contemplated hereby. The
Company irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a
court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.
)
Credit Agreement
- 39 -
10.11 Waiver of Jurv Trial. EACH OF THE COMPANY AND
THE BANl< HEREBY IRREVOCABLY WAIVES I TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY N~D ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
10.12 Limitation of Llabllit~. It is understood that,
except for any guarantees of the obligations of the Company
hereunder that the Bank may have received, the sole recourse of
the Bank in respect of the obligations of the Company hereunder
shall be to the assets of the Company and that nothing contained
herein shall create any obligation of or right to look to any
Partner or its assets individually for the satisfaction of such
obligations.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
.
COACHMAN DOWNTOWN CENTER ASSOCIATES
.'j)
Ronald Berman,
general partner
Address for Notices:
1009 Lenox Drive
Lawrenceville, New Jersey 08642
...:-
'J
Credit Agreement
'. .r
- 40 -
THE CHASE MANHATTAN BANI<
(NATIONAL ASSOCIATION)
By
Title:
Lending Office for all Loans:
The Chase Manhattan Bank
(National Associat~on)
101 Park Avenue
New York, New York 10178
Address for Notices:
The Chase Manhattan Bank
(National Association)
101 Park Avenue
New York," New "York 10178
Telecopier No.: (212) 907-6171
Telephone No.: (212) 907-6175
. )
...;:..-
Attention: Mr. Quinton C. Van Wynen, Jr.
1
,
l
..." .
, "J
---
Credit Aareement
EXHIBIT A
[Form of Note]
PROMISSORY NOTE
$5,193,750
April 15, 1992
New York, New York
j
FOR VALUE RECEIVED, COACHMAN DOWNTOWN CENTER ASSOCIATES, a
Florida general partnership (the "Companv"), hereby promises to
pay to THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the
"Bank"), for account of its respective Applicable Lending Offfces
provided for by the Credit Agreement (as hereinafter defined), at
its principal office at 1 Chase Manhattan Plaza, New York, New
York 10081, the principal sum of FIVE MILLION ONE HUNDRED NINETY-
THREE THOUSAND SEVEN ~~RED AND FIFTY Dollars (or such lesser
amount as shall equal the aggregate unpaid principal amount of
the Loans made by the Bank to the Company under the Credit
Agreement), in lawful money of the United States of America and
in immediately available funds, on the dates and in the principal
amounts provided in said Credit Agreement, and to pay interest on
the unpaid principal amount of each such Loan, at such office, in
like money and funds, for the period commencing on the date of
such Loan until such Loan shall be paid in full, at the rates per
annum and on the dates provided in ~he Credit Agreement.
The date, amount, Type, interest rate, and duration of
Interest Period (if applicable) of each Loan made by the Bank to
the Company, and each payment made on account of the principal
thereof, shall be recorded by the Bank on its books and, prior to
any transfer of this Note, endorsed by the Bank on the schedule
attached hereto or any continuation thereof.
I" )
... ~l'
1
This Note is the Note referred to in the Credit Agreement
(as amended, modified and supplemented and in effect from time to
time, the "Credit Aareement") dated as of April 15, 1992, between
the Company, and The Chase Manhattan Bank (National Association),
and evidences Loans made by the Bank thereunder. Capitalized
terms used in this Note have the respective meanings assigned to
them in the Credit Agreement.
..~'
..
,.
.: ,'.
.J
Note
)
" "j'~ ",~' --:' ..':! ",':.::v, ' ;'.",' ........ "
, .: "1
- :2 -
The Credit Agreement provides for the acceleration of the
maturity of this Note upon the occurrence of certain events and
for prepayments of Loans upon the terms and conditions specified
therein.
Except as permitted by Section lO.06(b) of the Credit
Agreement, this Note may not be assigned by the Bank to any other
Person.
This Note shall be governed by, and. construed in accordance
with, the law of the state of New York.
COACHMAN DOWNTOWN CENTER ASSOCIATES
Ronald Berman,
general partner
"
J
)
. \
1
...~
'j
Note
'. "I '. ,~', ,_ I~', I .::' ~ ". I "'. " ,,~./ ". ' I \ f1.(\' ,',:/" ~\....; . , .~. '.," f.~..\'" ........'. III \~ .\ -". '-...~,. / /~ . ~l .
/ ~.' -\ I 1-\ I. : . . \, '. .' ' ". , .' . j;', 1 ~ .; . ". . .. .. '. . <. ',: '" . \. "I. /.., .- . / I.. .... ,'. .
/, ... I : \ _ ~,i . '. I .,. _h .... . ......... " ~ y. ~/.1' ,:.' . I. . . . ,~ ','~ . I ~ .' ,'\,.' "" ' '~~
}\ . '-. . / '. J' '.' Y' :, I . . /' . . .... . . ..,-. .. , .'. /-' \ ~ " ", -' -, -
: ~'o..; \ ~ '. . ~ " ',':. :. '.., '/ '. " . ~ \ ; ..../'1/ '. ~ .,\, \1,1." . ~" ,,'.' 1 ,<', ," . .. - .:. " , :,' .\,
'x,._ ~. ,,,., \. I I ..'" ." 1-., "'.. -..I .- ..,;.'
j'~ ./ I" " "l , ,I','~~\~, ~ ",.,~. ~~.:. ~"I'.i~.1I._.',1 ~'_\ ......'\_~:,I..-.." ,/~::--.-:.-..,I "_-~l\l' ','.:,'
. ..... .\
-,
SCHEDULE OF LOANS
This Note evidences Loans made~ Continued or Converted under
the within-described Credit Agreement to the Company, on the
dates, in the principal amounts, of the Types, bearing interest
at the rates, and having Interest Periods (if applicable) of the
durations set forth below, subject to the payments,
Continuations, Conversions and prepayments of principal set forth
b~low:
Amount
Date Prin- Paid,
l-1ade, cipal Duration Prepaid, Unpaid
Continued Amount Type of Continued Prin-
or of of Interest Interest or cipal Notation
Convert~ Loan Loan Rate Period Converted Amount Made bv
.
.,
to.' /~
-'
}
\
}
...",
.(1
k
J
Note
)
-,'
,<,: ~ "I,.'.";';" " " "';, ,. ." ,,' ' ,'."',,' ~ ':<>,\;:, ,>; , ", '.,,~; , _, ;',' ,~, :;':"\, ","", ",' ,:;'; '.' " ,,', >;~
'''J\il~''';'''''''':~''.'''''''''''' .... \ "\':--"'\'/'I~" .' ........",l..' ',. /",.'1.'-' .
.. ~ ,. : ',', ..... I.... 1 11,,: '. \, '.;. ....:.I..~.....a. ",~'_ ~ - ..~.', /', II ....,. .: .', ,f'" . .. '" . ,<, "~
EXHIBIT B
[Form of Guarantee and Pledge Agreement]
GUARANTEE AND PLEDGE AGREEMENT
GUARANTEE AND PLEDGE AGREEMENT dated as of April 15,
1992 between CHARLES H. DYSON ("Dvson"), an individual currently
residing in New York, New York, RONALD BERMAN ("Berman"), an
individual currently residing in the State of New Jersey (each, a
"Guarantor" and,. collectively, the "gyarantors"), and THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Bank").
.~
Coachman Downtown Center Associates, a Florida general
partnership (the "Company") and the Bank are parties to a Credit
Agreement dated as of April 15, 1992 (as modified and
supplemented and in effect from time to time, the "Credit
Agreement"), providing, subject to the terms and conditions
thereof, for extensions of credit to be made by the Bank to the
Company in an aggregate principal amount not exceeding
$5,193,750.
.:.~
~J
To induce the Bank to enter into the Credit Agreement
and to extend credit thereunder, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, each Guarantor has agreed to guarantee the
Guaranteed Obligations (as hereinafter defined), and to pledge
and grant a security interest in the Collateral (as so defined)
as security for the Secured Obligations (as so defined).
Accordingly, the parties hereto agree as follows:
)
Section 1. Definitions. Terms defined in the Credit
Agreement are used herein as defined therein. In addition, as
used herein:
"Collateral" shall have the meaning ascribed thereto in
Section 4 hereof.
"Guaranteed Obliqations" shall have the meaning
ascribed thereto in Section 2.01 hereof.
J
"Pledaed Interests" shall have the meaning ascribed
thereto i~$ection 4 hereof.
"Secured Obliqations" shall mean, collectively, (i) the
Guaranteed Obligations and (ii) all obligations of the
Guarantors to the Bank hereunder.
..
..
fJ
Guarantee and Pledge Agreement
)
- 2 -
"Uniform Commercial Code" shall mean the Uniform
Commercial Code as in effect from time to time in the state
of New York.
Section 2G The Guarantee.
}
.....
-
2.01 The Guarantee. The' Guarantors hereby jointly and
severally guarantee to the Bank and its successors and assigns
the prompt payment in full when due (whether at stated maturity,
by acceleration or otherwise) of the princ1pal of and interest on
the Loan made by the Bank to, and the Note held by the Bank of,
the Company and all other amounts from time to time owing to the
Bank by the Company under the Credit Agreement and under the
Note, in each case strictly in accordance with the terms thereof
(such obligations being herein collectively called the
"Guaranteed Obliqations"). The Guarantors hereby further jointly
and severally agree that if the Company shall fail to pay in full
when due (whether at stated maturity, by acceleration or
otherwise) any of the Guaranteed Obligations, the Guarantors will.
promptly pay the same, without any demand or notice whatsoever,
and that in the case of any extension of time o-f payment or
renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such
extension or renewal.
.
2.02 Obligations Unconditional. The obligations of
the Guarantors under Section 2.01 hereof are absolute and
unconditional, joint and several, irrespective of the value,
genuineness, validity, regularity or enforceability of the Credit
Agreement, the Note or any other agreement or instrument referred
to herein or therein, or any substitution, release or exchange of
any other guarantee of or security for any of the Guaranteed
Obligations, and, to the fullest extent permitted by applicable
law, irrespective of any other circumstance whatsoever which
might otherwise constitute a legal or equ1table discharge or
defense of a surety or guarantor, it being the intent of this
Section 2.02 that the obligations of the Guarantors hereunder
shall be absolute and unconditional, joint and several, under any
and all circumstances. Without limiting the generality of the
foregoing, it is agreed that the occurrence of anyone or more of
the following shall not affect the liability of the Guar~ntors
hereunder:
(1) at any time or from time to time, without
notice to the Guarantors, the time for any performance of or
compliance with any of the Guaranteed Obligations shall be
extended, or such performance or compliance shall be waived;
'J
Guarantee and Pledge Agreement
- 3 -
(ii) any of the acts mentioned in any of the
provisions of the Credit Agreement or the Note or any other
agreement or instrument referred to herein or therein shall
be done or omitted;
(iii) the maturity of any of the Guaranteed
Obligations shall be accelerated, or any of the Guaranteed
Obligations shall be modified, supplemented or amended in
any respect, or any right under the Credit Agreement or the
Note or any other agreement or instrument referred to herein
or therein shall be waived or any other guarantee of any of
the Guaranteed Obligations or any security therefor shall be
released or exchanged in whole or in part or otherwise dealt
with; or
(iv) any lien or security interest granted to, or in
favor of, the Bank as security for any of the Guaranteed'
Obligations shall fail to be perfected.
~~~
The Guarantors hereby expressly waive diligence, presentment,
demand of payment, protest and all notices whatsoever, and any
requirement that the Bank exhaust any right, power or remedy or
proceed against the Company under the Credit Agreement or the
Note or any other agreement or instrument referred to herein or
therein, or against any other Person under any other guarantee
of, or security for, any of the Guarante&j Obligations.
)
2.03 Reinstat~rnent. The obligations of the Guarantors
under this Section 2 shall be automatically reinstated if and to
the extent that for any reason any payment by or on behalf of the
Company in respect of the Guaranteed Obligations is rescinded or
must be otherwise restored by any holder of any of the Guaranteed
Obligations, whether as a result of any proceedings in bankruptcy
or reorganization or otherwise, and the Guarantors jointly and
severally agree that they will indemnify the Bank on demand for
all reasonable costs and expenses (including, without limitation,
fees of counsel) incurred by the Bank .in connection with such
rescission or restoration, including any such costs and expenses
incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar
payment under any bankruptcy, insolvency or similar law.
2.04 ~~Subrogation. Each Guarantor hereby walv~s all
rights of subrogation or contribution against the Company,
whether arising by contract or operation of law (including,
without limitation, any such right arising under the Federal
Bankruptcy Code) or otherwise by reason of any payment by him or
her pursuant to the provisions of this Section 2 and further
agrees with the Company for the benefit of each of his or her
creditors (including, without limitation, the Bank) that any such
)
)
<J
Guarantee and Pledge Aoreement
1
- 4 -
payment by it shall constitute a contribution of capital by such
Guarantor to the Company.
2.05 Remedies. The Guarantors jointly and severally
agree that, as between the Guaranto~s and the Bank, the
obligations of the Company under the Credit Agreement and the
Note may be declared to be forthwith due and payable as provided
in Section 9 of the Credit Agreement (and shall be deemed to have
become automatically due and payable in the circumstances
provided in said Section 9) for purposes of Section 2.01 hereof
notwithstanding any stay, injunction or other prohibition .
preventing such declaration (or such obligations from becoming
automatically due and payable) as against the Company and that,
in the event of such declaration (or such obligations being
deemed to have become automatically due and payable), such
obligations (whether or not due and payable by the Company) shall
forthwith become due and payable by the Guarantors for purposes
of said Section 2.01.
~
2.06 Continuinq Guarantee. The guarantee in this
Section 2 is a continuing guarantee, and shall apply to all
Guaranteed Obligations whenever arising.
)
Section 3. Representations and Warranties. Each
Guarantor (but with respect to Section 3.01(a) hereof, Dyson
only, and with respect to Section 3.01(b) hereof, Berman only)
represents and warrants to the Bank that:
3.01 Financial Condition.
(a) The balance sheet of Dyson as at September 30,
1991, heretofore furnished to the Bank, is complete and correct
and fairly presents the financial condition of Dyson as at the
date of such balance sheet. On said date, Dyson had no material
contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from
any unfavorable commitments, except as referred to or reflected
or provided for in said balance sheet.
)
(b) The balance sheet of Berman as at June 30, 1991,
heretofore furnished to the Bank, is complete and correct and
fairly presents~~he financial condition of Berman as at ~he date
of such balance sheet. On said date, Berman had no material
contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from
any unfavorable commitments, except as referred to or reflected
or provided for in said balance sheet.
J
Guarantee and Pledge Agreement
)
, . '..'....~ .Il .'. ~ " ,}.!~, :'., .~.? -......' " "~';I... '/ ' " ,',", '. 01.,"'/ ..1......,.'...... , '. "', _
- 5 -
3.02 No Breach. None of the execution and delivery of
this Agreement, the consummation of the transactions herein
contemplated or compliance with the. terms and provisions hereof
will conflict with or result in a breach of, or require any
consent under, any applicable law or regulation, or any order,
writ, injunction or decree of any court or governmental authority
or agency, or any agreement or instrument to which such Guarantor
is a party or by which such Guarantor is bound or to which such
Guarantor is subject, or constitute a default under any such
agreement or instrument, or result in the creation or imposition
of any Lien upon such Guarantor's earnings or assets pursuant to
the terms of any such agreement or instrument.
3.03 Action. This Agreement has been duly and validly
executed and delivered by such Guarantor and constitutes his or
her legal, valid and binding obligation, enforceable in
accordance with its terms.
3.04 Approvals. No authorizations, approvals or
consents of, and no filings or registrations with, any
governmental or regulatory authority or agency are necessary for
the execution, delivery or performance by such Guarantor of this
Agreement or for the validity or enforceability hereof.
," ) 3.05 Taxes. Such Guarantor has filed all United
States Federal income tax returns and all other material tax
returns which are required to be filed by such Guarantor and has
paid all taxes due pursuant to such returns or pursuant to any
assessment received by such Guarantor.
3.06 P1edqed Interests.
(a) Such Guarantor is the sole beneficial owner of the
Collateral in which he or she purports to grant a security
interest pursuant to Section 4 hereof and no Lien exists or will
exist upon such Collateral at any time (and no right or option to
acquire the same exists in favor of any other Person), except for
the pledge and security interest 1n favor of the Bank created or
provided for herein, which pledge and security interest
constitute a first priority perfected pledge and security
interest in and to all of such Collateral.
(b) ~one of the Pledged Interests in which suqh
Guarantor grants a security interest pursuant to Section 4 hereof
is or will be subject to any contractual restriction, or any
restriction under the Partnership Agreement, upon the transfer of
such Pledged Interests (except for any such restriction contained
herein).
;~
Guarantee and Pledge Aqreement
- 6 -
(c) Annex I hereto correctly identifies, as at the
date hereof, the percentage of the total ownership interests in
the Company owned by such Guarantor.
Section 4. The PledQe. As collateral security for the
prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) of the Secured Obligations, each
Guarantor hereby pledges and grants to the Bank a security
interest in all of such Guarantor's right, title and interest ,in
the following property, whether now owned by such Guarantor or
hereafter acquired and whether now existing or hereafter coming
into existence (all being collectively referred to herein as
"Collateral"):
Guarantee and Pled~e Agreement
(a) the partnership interests in the Company
(collectively, the "Pledged Interests");
)
(b) all shares, securities, moneys or property
representing a dividend on any of the Pledged Interests, or
representing a distribution or" return of capital upon or in
respect of the Pledged Interests, or resulting from a
split-up, revision, reclassification or other like change of
the Pledged Interests or otherwise received in exchange
therefor, and any subscription warrants, rights or options
issued to the holders of, or otherwise in respect of, the
Pledged Interests; and
(c) all proceeds of and to any of the property of the
Guarantors described in clauses (a) through (b) above in
this section 4 and, to the extent related to any property
described in said clauses or such proceeds, all books,
correspondence, credit files, records, invoices and other
papers.
Section 5. ~ovenants. The Guarantors jointly and
severally agree (but with respect to Section 5.01(a) hereof,
Dyson and Berman only) that, until the payment and satisfaction
in full of the Secured Obligations and the expiration or
termination of the Commitment of the Bank under the Credit
Agreement:
)
.".:..
S.OI Bgports, Etc. Each Guarantor shall deliver to
each of the Banks:
J
(a) as soon as possible and in any event within 120
days after the end of each fiscal year, a balance sheet as
at the end of such fiscal year, prepared on a cash basis in
at least such detail as the balance sheets referred to in
, J , ,',' , ',." f ;', ,,' " ' 1.. I" '.1 ; ,> , . )., ',', I .' I I., '/ " \ , ",'
- 7 -
Section 3.01 hereof and certified by Dyson or Berman (as the
case may be); and
(b) from time to time, with reasonable promptness,
such further information regarding such Guarantor's
business, affairs or financial condition as the Bank may
reasonably request.
5.02 Taxes. Each Guarantor will pay and discharge all
taxes, assessments and governmental charges or levies imposed on
him or her or upon his or her earnings or assets (including,
without limitation, any of the Collateral hereunder).
5.03 Litigation. Each Guarantor will promptly give to
the Bank notice of all material legal or arbitral proceedings,
and of all proceedings by or before any governmental or
regulatory authority or agency, naming such Guarantor or any of
his Property.
.)
--.
5.04 Disposition of Assets. No Guarantor will at any
time enter into any transaction providing for the sale or
disposition of any material portion of his assets, or otherwise
dispose of any material portion of his property (whether by
assignment, gift or creation of a trust or otherwise), in each
case, to the extent it would have a material adverse effect on
his net worth, and except pursuant to a will or other
testamentary disposition.
Section 6. Further Assurances: Remedies.
furtherance of the grant of the pledge and security
pursuant to Section 4 hereof, the Guarantors hereby
severally agree with the Bank as follows:
6.01 Delivery and Other Perfection. Each Guarantor
In
interest
jointly and
shall:
-)
(a) without prejudice to the Guarantors' right to
receive distributions pursuant' to Section 6.04(2) hereof, if
any of the above-described shares, securities, moneys or
property required to be pledged by such Guarantor under
clause (b) of Section 4 hereof are received by such
Guarantor,.~orthwith either (x) transfer and delive~ to the
Bank such shares or securities 50 received by such Guarantor
(together with the certificates for any such shares and
securities duly endorsed in blank or accompanied by undated
stock powers duly executed in blank), all of which
thereafter shall be held by the Bank, pursuant to the terms
of this Agreement, as part of the Collateral or (y) take
such other action as the Bank shall deem necessary or
Guarantee and Pledae Aqreement
- 8 -'
appropriate to duly record the Lien created hereunder in
such shares, securities, moneys or property referred to in
said clause (b);
)
~
~l
(b) give, execute, deliver, file and/or record any
financing statement, notice, instrument, document, agreement
or other papers that may be necessary or desirable (in the
judgment of the Bank) to create, preserve, perfect or
validate the security interest granted pursuant hereto or to
enable the Bank to exercise and enforce its rights hereunder
with respect to such pledge and security interest,
including, without limitation, causing any or all of the
Colla~eral to be transferred of record into the name of the
Bank or its nominee (and the Bank agrees that if any
Collateral is transferred into its name or the name of its
nominee, the Bank will thereafter promptly give to the
respective Guarantor copies of any notices and
communications received by it with respect to the Collateral
pledged by such Guarantor hereunder); and
(c) permit representatives of the Bank, upon
reasonable notice, at any time during normal bus'iness hours
to inspect and make abstracts from his or her books and
records pertaining to the Collateral, and permit
representatives of the Bank to be present at such
Guarantor's place of business to receive copies of all
communications and remittances' relating to the Collateral,
and forward copies of any notices or communications received
by such Guarantor with respect to the Collateral, all in
such manner as the Bank may require.
Guarantee and Pledge Agreement
6.02 Other Financing Statements and Liens. Without
the prior written consent of the Bank, no Guarantor shall file or
suffer to be on file, or authorize or permit to be filed or to be
on file, in any jurisdiction, any financing statement or like
instrument with respe~t to the Collateral in which the Bank is
not named as the sole secured party.
6.03 Preservation of Riqhts. The Bank shall not be
required to take steps necessary to preserve any rights against
prior parties to any of the Collateral.
6.04 ~~ledaed Interests.
oJ
(1) So long as no Event of Default shall have occurred
and be continuing, the Guarantors shall have the right to
exercise all voting, consensual and other powers of ownership
pertaining to the Collateral for all purposes not inconsistent
with the terms of this Agreement, the Credit Agreement, the Note
or any other instrument or agreement referred to herein or
~
- 9 -
therein, provided that the Guarantors jointly and severally agree
that they will not vote the Collateral in any manner that is
inconsistent with the terms of this Agreement,' the Credit
Agreement, the Note or any such other instrument or agreement;
and the Bank shall execute and deliver to the Guarantors or cause
to be executed and delivered to the Guarantors all such proxies,
powers of attorney, dividend and other orders, and all such
instruments, without recourse, as the Guarantors may reasonably
request for the purpose of enabling the Guarantors to exercise
the rights and powers which they are entitled to exercise
pursuant to this Section 6.04(2).
(2) Unless and until an Event of Default has occurred
and is continuing, the Guarantors shall be entitled to receive
and retain any partnership distributions on the Collateral paid
in cash out of earned surplus. .
)
(3) If any Event of Default shall have occurred, then
so long as such Event of Default shall continue, and whether or
not the Bank exercises any available right to declare any Secured
Obligation due and payable or seeks or pursues any other relief
or remedy available to it under applicable law or under this
Agreement, the Credit Agreement, the Note or any other agreement
relating to such Secured Obligation, all dividends and other
distributions on the Collateral shall be paid directly to the
Bank and retained by it as part of the Collateral, subject to the
terms of this Agreement, and, if the Bank shall so request in
writing, the Guarantors jointly and severally agree to execute
and deliver to the Bank appropriate additional dividend,
distribution and other orders and documents to that end, provided
that if such Event of Default is cured, any such dividend or
distribution theretofore paid to the Bank shall, upon request of
the Guarantors (except to the extent theretofore applied to the
Secured Obligations), be returned by the Bank to the Guarantors.
6.05 Events of Default, Etc. During the period during
which an Event of Default shall have occurred and be continuing:
t
Guarantee and Pledge Agreement
J
(1) the Bank shall have all of the rights and
remedies with respect to the Collateral of a secured party
under the Uniform Commercial Code (whether or not said Code
is in effect in the jurisdiction where the rights and
remedies a~e asserted) and such additional rights an~
remedies to which a secured party is entitled under the laws
in effect in any jurisdiction where any rights and remedies
hereunder may be asserted, includlngv without limitation,
the right, to the maximum extent permitted by law, .to
exercise all voting, consensual and other powers of
ownership pertaining to the Collateral as if the Bank were
the sole and absolute owner thereof (and each Guarantor
)
}
J
)
- 10 -
agrees to take all such action as may be appropriate to give
effect to such right);
(ii) the Bank in its discretion may, in its name or
in the name of the Guarantors or otherwise, demand, sue for,
collect or receive any money or property at any time payable
or receivable on account of or in exchange for any of the
Collateral, but shall be under no obligation to do so; and
(iii) the Bank may, upon ten business days' prior
written notice to the Guarantors of the time and place, with
respect to the Collateral or any part thereof which shall
then be or shall thereafter come into the possession,
custody or control of the Bank or any of its agents, sell,
lease, assign or otherwise dispose of all or any part of
such Collateral, at such place or places as the Bank deems
best, and for cash or for credit or for future delivery
(without thereby assuming any credit risk), at public or
private sale, \~ithout demand of performance or notice of
intention to effect any such disposition or of the time or
place thereof (except such notice as is required above or by
applicable statute and cannot be waived), and the Bank or
anyone else may be the purchaser, lessee, assignee or
recipient of any or all of the Collateral so disposed of at
any public sale (or, to the extent permitted by law, at any
private sale) and thereafter hold the same absolutely, free
from any claim or right of whatsoever kind, including any
right or equity of redemption (statutory or otherwise), of
the Guarantors, any such demand, notice and right or equity
being hereby eKpressly waived and released. The Bank may,
without notice or publication, adjourn any public or private
sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for the sale, and
such sale may be made at any time or place to which the sale
may be 60 adjourned.
The proceeds of each collection, sale or other disposition under
this Section 6.05 shall be applied in accordance with
Section 6.09 hereof.
The Guarantors recognize that, by reason of certain
prohibitions contained in the Securities Act of 1933, as amended,
and applicable ~~ate securities laws, the Bank may be co~pelled,
with respect to any sale of all or any part of the Collateral, to
limit purchasers to those who will agree, among other things, to
acquire the Collateral for their own account, for investment and
not with a view to the distribution or resale thereof. The
Guarantors acknowledge that any such private sales may be at
prices and on term~ less favorable to the Bank than those
obtainable through a public sale without such restrictions, and,
Guarantee and Pledge Agreement
", ,.. \ ' '. '., I. "! ' " "I' ': \, \; I, . '. . . ,'", I ,\ . '. _\ .... , " _' ,.' r
"
- 11 -
notwithstanding such circumstances, agree that any such private
sale shall be deemed to have been made in a commercially
reasonable manner and that the Bank shall have no obligation to
engage in public sales and no obligation to delay the sale of any
Collateral for the period of time necessary to permit the Company
to register it for public sale.
6.06 Deficiencv. If the proceeds of sale, collection
or other realization of or upon the Collateral pursuant to
Section 6.05 hereof are insufficient to cover the reasonable
costs and expenses of such realization and the payment in full of
the Secured Obligations, the Guarantors shall remain liable for
any deficiency.
6.07 Removals, Etc. Without at least 30 days' prior
written notice to the Bank, no Guarantor shall maintain any of
his or her books and records with respect to the Collateral at
any office or maintain his or her principal place of business at
any place other than at the address indicated beneath his or her
signature hereto.
~~
6.08 Private Sale. The Bank shall incur no liability
as a result of the sale of the Collateral, or any part thereof,
at any private sale pursuant to Section 6.05 hereof conducted in
a commercially reasonable manner. The Guarantors hereby waive
any claims against the Bank arising by reason of the fact that
the price at which the Collateral may have been sold at such a
private sale was less than the price which might have been
obtained at a public sale or was less than the aggregate amount
of the Secured Obligations, even if the Bank accepts the first
offer received and does not offer the Collateral to more than one
offeree.
. ,
~
)
6.09 Application of Proceeds. Except as otherwise
herein expressly provided, the proceeds of any collection, sale
or other realization of all or any part of the Collateral
pursuant hereto, and any other cash at the time held by the Bank
under this Section 6, shall be applied by the Bank:
First, to the payment of the reasonable costs and
expenses of such collection, sale or other realization,
including reasonable out-of-pocket costs and expenses of the
Bank and the reasonable fees and expenses of its agents and
counsel, and all expenses incurred and advances made by the
Bank in connection therewith;
Next, to the payment in full of the Secured
Obligations; and
J
Guarantee and Pledge Aareement
'~I.
- 12 -
Finallv, after the payment in full of the Secured
Obligations, to the payment to the respective Guarantor, or
their respective heirs, executors, administrators,
successors or assigns, or as a court of competent
jurisdiction may direct, of any surplus then remaining.
As used in this Section 6, "proceeds" of Collateral shall mean
cash, securities and other property realized in respect of, and
distributions in kind of, Collateral, including any thereof
received under any reorganization, liquidation or adjustment of
debt of the Guarantors or any issuer of or obligor on any of the
Collateral.
'J-'
,
6.10 Attornev-in-Fact. Without limiting any rights or
powers granted by this Agreement to the Bank while no Event of
Default has occurred and is continuing, upon the occurrence and
during the continuance of any Event of Default the Bank is hereby
appointed the attorney-in-fact of the Guarantors for the purpose
of carrying out the provisions of this Section 6 and taking any
action and executing any instruments which the Bank may
reasonably deem necessary or advisable to accomplish the purposes
hereof, which appointment as attorney-in-fact is irrevocable and
coupled with an interest. Without limiting the generality of the
foregoing, so long as the Bank shall be entitled under this
Section 6 to make collections in respect of the Collateral, the
Bank shall have the right and power to receive, endorse and
collect all checks made payable to the order of any Guarantor
representing any dividend, payment or other distribution in
respect of the Collateral or any part thereof and to give full
discharge for the same.
6.11 Termination. When all Secured Obligations shall
have been paid in full and the Commitment of the Bank under the
Credit Agreement shall have expired or terminated, this Agreement
shall terminate, and the Bank shall forthwith cause to be
assigned, transferred and delivered, against receipt but without
any recourse, warranty or representation whatsoever, any
remaining Collateral and money received in respect thereof to or
on the order of the respective Guarantors.
Guarantee and PledQe Agreement
,
J
6.12 Expenses. The Guarantors jointly and severally
agree to pay to the Bani~ all reasonably out-of-pocket expenses
(including reasonable expenses for legal services of every kind)
of, or incident to, the enforcement of any of the provisions of
this Section 6, or performance by the Bank of any obligations of
the Guarantors in respect of the Collateral which the Guarantors
have failed or refused to perform, or any actual or attempted
sale, or any exchange, enforcement, collection, compromise or
settlement in respect of any of the Collateral, and for the care
of the Collateral and defending or asserting rights and claims of
)
)
. )
~ -'
......
- 13 -
the Bank in respect thereof, by litigation or otherwise, and all
such expenses shall be Secured Obligations to the Bank secured
under Section 4 hereof.
6.13 Further Assurances. The Guarantors agree that,
from time to time upon the written request of the Bank, the
Guarantors will execute and deliver such further documents and do
such other acts and things as the Bank may reasonably request in
order fully to effect the purposes of this Agreement.
Section 7. Miscellaneous.
7.01 No Waiver. No failure on the part of any party
hereto or any of its agents to exercise, and no course of dealing
with respect to, and no delay in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise by the Bank or any of its agents of
any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right,
power or remedy. The remedies herein are cumulative and are not
exclusive of any remedies provided by law.
7.02 Governing Law. This Agreement shall be governed
by, and construed in accordance with, the law of the State of New
York.
7.03 Notices. All notices, requests, consents and
demands hereunder shall be in writing (including, without
limitation, by telex or telecopy) delivered to the intended
recipient at the "Address for Notices" specified beneath its name
on the signature pages hereof or, as to any party, at such other
address as shall be designated by such party in a notice to each
other party. Except as otherwise provided in this Agreement, all
such communications shall be deemed to have been duly given when
transmitted by telex or telecopier or personally delivered or, in
the case of a mailed notice, upon receipt, in each case given or
addressed as aforesaid.
7.04 Waivers, Etc. The terms of this Agreement may be
waived, altered or amended only by an instrument in writing duly
executed by each Guarantor and the Bank. Any such amendment or
waiver shall bejbindlng upon the Bank, each holder of any. of the
Secured Obligations and the Guarantors.
7.05 Successors and AssiQns. This Agreement shall be
binding upon and inure to the benefit of the respective heirs,
executors, administrators, successors and assigns of each
Guarantor, the Bank and each holder of any of the Secured
Obligations (provided, however, that no Guarantor shall assign or
Guarantee and Pledge Agreement
..,
)
......~~
)
)
,
.J:'.
.,
,
-
,": "
,;. '..~
- 14 -
transfer his or her rights hereunder without the prior written
consent of the Bank).
7.06 Counterparts. This Agreement may be executed in
any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties
hereto may execute this Agreement by signing any such
counterpart.
7.07 Severabilitv. If any provision hereof is invalid
and unenforceable in any jurisdiction, then, to the fullest
extent permitted by law, (i) the other provisions hereof shall
remain in full force and effect in such jurisdiction and shall be
liberally construed in favor of the Bank in order to carry out
the intentions of the parties hereto as nearly as may be possible
and (ii) the invalidity or unenforceability of any provision
hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this
Guarantee and Pledge Agreement to be duly executed as of the day
and year first above written.
CHARLES H. DYSON
Address for Notices:
230 Park Avenue
New York, New York
RONALD BERMAN
Address for Notices:
.....~
l009 Lenox Drive
Lawrenceville, New Jersey 08648
Guarantee and Pledge Aqreement
, .
" , . . . .'.' /', \ .,' '. "\' . . " '; .
".-.-;".', t I... ~\ _..... "
. , ~.,,,~; ~ '';<>,''
_.
I
- 15 -
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By
Title:
Address for Notices:
r
The Chase Manhattan Bank
(National Association)
101 Park Avenue
New York, New York 10178
Attention: Mr. Quinton C. Van Wynen, Jr.
)-
~ ....
-.
..,...
)
Guarantee and Pledge Agreement
Annex I
PLEDGED PARTNERSHIP INTERESTS
[See Section 3.06]
CHARLES H. DYSON
78.625%
)
1
J
}.
-J
J
",;., "
RONALD BERMAN
13.875%
~~.
Annex I to Guarantee and Pledge Agreement
.
.
')
-.J
)
}
~)
-"";1 ".
~
-;.;, ~". ,<.,' ,,~., >~. ." .
EXHIBIT C
[ FLA. ]
This Mortgage was prepared by
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, New York 10005
Attn: Thomas E. Charbonneau, Esq.
=================================================================
MORTGAGE DEED
Dated as of
, 1992
by
COACHMAN DOWNTOWN CENTER ASSOCIATES
Mortgagor
to
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
Mortgagee
=============~==================================================
THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE
RECORDS AND ALSO TO BE INDEXED IN THE INDEX OF FINANCING
STATEMENTS.
00288024 03/25/92 23:20:27
THIS MORTGAGE DEED (this "Mortoaqe") dated as of
__, 1992 by COACHMAN DOWNTOWN CENTER ASSOCIATES, a
Florida general partnership having its principal office c/o DKM
Properties Corp., at Princeton Pike Corporate Center, Building IV
- Lower Level, 1009 Lenox Drive, Lawrenceville, New Jersey 08648,
as Mortgagor (the "Mortqaqor"), to THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), a national banking association, having
its principal office at 101 Park Avenue, New York, New York
10081, as Mortgagee (the "Mortqagee").
-J
MORTGAGE
w 1. T N ESE T H:
WHEREAS, the Mortgagor and the Mortgagee have entered
into a Credit Agreement dated as of the date hereof (as the same
may be modified, supplemented or in effect from time to time, the
"Credit Agreement"; terms defined in the Credit Agreement being
used herein as defined therein) providing for a loan (the "Loan")
to be made by the Mortgagee to the Mortgagor on the terms and
conditions set forth therein in the principal amount of
$5,193,750 to be evidenced by, and repayable with interest
thereon in accordance with a promissory note (the "Note")
executed and delivered by the Mortgagor to the Mortgagee pursuant
to the Credit Agreement;
)
-
WHEREAS, it is a condition to the obligation of the
Mortgagee to make the Loan to the Mortgagor pursuant to the
Credit Agreement that the Mortgagor execute and deliver this
Mortgage;
)
NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and
FOR THE PURPOSE OF SECURING the following (collectively, the
"Secured Obligations"): (a) the payment of all indebtedness
evidenced by the Note, together with interest thereon at the
rates from time to time effective as provided therein and in the
Credit Agreement and all other amounts from time to time owing to
the Mortgagee under the Credit Agreement in respect of such
indebtedness, together with any and all renewals, modifications,
consolidations and extensions of the indebtedness evidenced by
the Note and (b) performance and payment of the covenants,
agreements and obligations contained herein and in the Credit
Agreement and all other monies secured hereby, including, without
limitation, any. and all sums expended by the Mortgagee pursuant
to paragraph 9 and paragraph 12 hereof, the Mortgagor hereby
irrevocably grants, bargains, mortgages, sells, releases,
conveys, warrants, assigns, transfers, pledges, sets over and
confirms unto the Mortgagee, all of the following described
"l
,
)
1'.
)
2
property whether now owned or hereafter acquired (collectively,
the "Property"):
(i) the lands and premises described in Exhibit A,
together with all and singular the tenements, hereditaments,
easements, rights of way and appurtenances thereunto
belonging or in anywise appertaining, and all streets, ways,
sidewalks, alleys, streams, rivers, and areas adjacent
thereto or used in connection therewith (collectively, the
"Land");
(ii) all buildings and other improvements now or
hereafter erected on the Land, and all machinery, apparatus,
equipment, fittings, fixtures, building supplies and
materials and other personal property and any replacements
thereof, or additions thereto, now or hereafter attached to
or used in connection with the same (collectively, the
"Improvements")i
-j
MORTGAGE
.
r
)
o
(ii!) all the reversion or reversions, remainder or
remainders, rents, revenues, issues, incoffi2 and profits of
the Land and the Improvements, all of wh.it:1 are hereby
assigned to the Mortgagee, who is hereby authorized to
collect and receive the same, to give proper receipts and
acquittances therefor and to apply the same to the payment
of the Secured Obligations, notwithstanding the fact that
the same may not then be due and payable; subject, however,
to the right of the Mortgagor to receive and use the same
unless and until a Default (as defined in paragraph 14
hereof) shall have occurred and be continuing;
.....
)
(iv) all estate, right, title and interest of the
Mortgagor in and to all mineral, oil and gas rights and
profits, water, water rights and water stock attached or
appurtenant to the Land or the Improvements;
)
(v) all proceeds of the insurance required to be
maintained by ~araQraph 5 hereof and all awards heretofore
or hereafter made to the Mortgagor with respect to any part
of the Land and the Improvements as the result of the
exercise of the power of eminent domain, including any
awards for changes of the grades of streets, or as the
result of~~ny other damage to the Land or the Improvements
for which compensa'tion shall be given by any governmental
authority, all of which are hereby assigned to the
Mortgagee, who is hereby authorized to collect and receive
the proceeds thereof, to give proper receipts and
acquittances therefor and, subject to the provisiorls of the
. I ~. ~ .' . l' - : " ,. I .:' . . ....... * .... .....". '" ',,". 1
3
Credit Agreement apply the same to the payment of the
Secured Obligations, notwithstanding the fact that the same
may not then be due and payable;
(vi) any and all air rights, development rights, zoning
rights and permits, building permits or other similar rights
or interests which benefit or are appurtenant to the Land or
the Improvements or both, and any proceeds arising
therefrom;
)
-..-
(vii) all estate, right, title and interest of the
Mortgagor in and to any parking facilities located other
than on the Land or Improvements and used or intended to be
used in connection with the operation, ownership or use of
the Land or Improvements, including, without limitation, the
parking rights of the Mortgagor pursuant to the Development
Agreement between the Mortgagor and the City of Clearwater,
Florida, dated December 21, 1984, as the same may be
modified, supplemented or in effect from time to time, any
and all replacements and substitutions for the same, and any
other parking rights, easements, covenants and other
interests in parking facilities now owned or hereafter
acquired by the Mortgagor for the use of tenants or
occupants of the Improvements; and
~
(viii) to the extent not included in the foregoing
clauses (ii) through (vii), inclusive, all proceeds,
products and accessions of and to any and all of the
property described therein;
)
TO HAVE AND TO HOLD the Property unto the Mortgagee,
its successors and assigns forever.
~
PROVIDED, that if the Mortgagor shall pay in full the
Secured Obligations according to the terms of the Note and the
Credit Agreement and abide by and comply with each and every
covenant and agreement set forth herein and therein, then this
Mortgage 'and the estate hereby granted shall cease, determine and
be void.
And the Mortgagor covenants and agrees with the
Mortgagee as follows:
.:"
1. Pa~ent. The Mortgagor will punctually pay the
principal and interest and all other sums to become due in
respect of the Note and the Credit Agreement at the time and
place and in the manner specified in the Note and the Credit
Agreement, according to the true intent and meaning thereof, all
-J
MORTGAGE
"
..
4
in any coin or currency of the United States of America which at
the time of such payment shall be legal tender for the payment of
public and private debts.
2. Title. The Mortgagor represents and warrants that
(8) it is lawfully seized and possessed of a fee simple estate in
the Land and the Improvements, subject to no mortgages, liens,
charges or encumbrances, except those matters, if any, listed as
exceptions to title in the title policy insuring the lien of this
Mortgage, and (b) it has full power and lawful authority to
grant, bargain, sell, convey, warrant, assign, transfer, pledge,
set over and confirm unto the Mortgagee, the Property. The
Mortgagor will forever warrant and defend the title to the
Property against the claims and demands of all persons
whomsoever.
!
3. Further Assurances. (a) The Mortgagor shall
execute, acknowledge and deliver, from time to time, such further
instruments as may be necessary, or that the Mortgagee may
reasonably request in order to accomplish the purposes of this
Mortgage (collectively, the "Further Instruments.").
~-)
(b) The Mortgagor, immediately upon the execution and
delivery of this Mortgage, and thereafter from time to time,
shall cause this Mortgage and each Further Instrument to be
executed, acknowledged, filed, registered or recorded, and
refiled, re-registered or re-recorded in such manner and in such
places as may be required by any present or future law in order
to publish notice of and perfect the lien and estate of this
Mortgage upon, and security title in and to, the Property created
by this Mortgage.
(c) The Mortgagor shall pay all filing, registration
and recording fees, all refiling, re-registration and re-
recording fees, and all expenses incident to the execution,
delivery, acknowledgment and recording of this Mortgage and each
Further Instrument, and all Federal, state, city or county and
municipal taxes, duties, imposts, assessments and charges arising
out of or in connection with the execution, delivery and
recordation of this Mortgage and each Further Instrument.
4. Creation of Other Liens. The Mortgagor shall not
create or suffer to be created any lien, mortgage, pledge, charge
or encumbrance upon the Property prior to, on a parity with or
subordinate to this Mortgage, other than Liens permitted under
Section 8.06 of the Credit Agreement.
)
)
)
-J
MORTGAGE
5
5. Required Insurance. The Mortgagor shall cause the
Property to be insured for the benefit of the Mortgagee in the
manner and to the extent required by Section 8.04 of the Credit
Agreement. The Mortgagor shall give the Mortgagee prompt notice
of any loss covered by such insurance and the Mortgagee shall
have the right to join the Mortgagor in adjusting any loss in
excess of $50,000. Any moneys received as payment for any loss
under any such insurance shall be paid over to the Mortgagee to
be applied, at the Mortgagee's option, either to the prepayment
of the Note or to the reimbursement of the Mortgagor from time to
time for expenses incurred by it in the restoration of the
Improvements. If the Property is located in an area which has
been identified by the Secretary of the United states Department
of Housing and Urban Development as a flood hazard area, the
Mortgagor will keep the Improvements covered, until the Secured
Obligations have been repaid in full, by flood insurance in an
amount at least equal to the full amount of the Note or the
maximum limit of coverage available for the Property under the
National Flood Insurance Act of 196B, as amended, whichever is
less.
.)
- .....:.
6. Impositions. The Mortgagor shall, subject to the
provisions of Section 8.03 of the Credit Agreement, pay, before
any fine, penalty, interest, cost or right to take or sell, or
cost for non-payment attaches thereto, all taxes, assessments,
water and sewer rates, and all other governmental charges or
levies now or hereafter assessed or levied against any part of
the Property or upon the lien or estate of this Mortgage
(collectively, "Impositions") and within ten days after request
by the Mortgagee shall exhibit receipts or other evidence
reasonably satisfactory to the Mortgagee showing payment of any
of the foregoing; provided, that if by law any Imposition may be
paid in installments (whether or not interest shall accrue on the
unpaid balance thereof), the Mortgagor may pay the same .in
installments (together with accrued interest on the unpaid
balance thereof) as the same respectively become due, before any
fine, penalty, interest (other than interest on any unpaid
installment, which installment is not yet due) or cost for non-
payment attaches thereto.
7. Condemnation. Mortgagor, immediately upon
obtaining knowledge of the institution or pending institution of
any proceedinqs~for the condemnation of the Property or any
portion thereof, will notify the Mortgagee thereof. The
Mortgagee may participate in any such proceedings and may be
represented therein by counsel of its selection. The Mortgagor
from time to time will deliver to the Mortgagee all instruments
requested by it to permit or facilitate such participation. In
~
.J
MORTGAGE
6
the event of such condemnation proceedings, the award or
compensation payable is hereby assigned to and shall be paid to
the Mortgagee. The Mortgagee shall be under no obligation to
question the amount of any such award or compensation and may
accept the same in the amount in which the same shall be paid.
The proceeds of any award or compensation so received shall, at
the option of the Mortgagee, either be applied to the prepayment
of the Note at the rate of interest provided therein regardless
of the rate of interest payable on the award by the condemning
authority, or be paid over to the Mortgagor from time to time for
restoration of the Improvements.
~
-.to
8. Maintenance of Propertv. The Mortgagor will not
commit any waste on the Property or make any change in the use of
the Property which will in any way increase any ordinary fire or
other hazard arising out of construction or operation. The
Mortgagor will, at all times, maintain the Improvements in good
operating order and condition and will promptly make, from time
to ti~Je, all repairs, renewals, replacements, additions and
improvements in connection therewith which are needful or
desirable to such end. After completion of the Improvements,
they shall not be demolished or substantially altered, nor shall
any Improvements be removed without the prior consent of the
Mortgagee except where appropriate replacements free of superior
title, liens and claims are immediately made of value at least
equal to the value of the removed Improvements.
'I
,
9. Environmental Laws. (a) The Mortgagor hereby
repeats each of the representations and warranties set forth in
Section 7.09 of the Credit Agreement and the provisions of
Section 7.09 of the Credit Agreement shall by this reference be
deemed incorporated in this Mortgage with the same force and
effect as if fully set forth herein.
(b) The Mortgagor shall notify the Mortgagee promptly
of any notice or order which the Mortgagor receives from any
agency or instrumentality of the Federal, or any state or local,
government with respect to the Mortgagor's compliance with any
Environmental Laws and promptly take any and all actions
necessary to bring its operations at the Property into compliance
with such Environmental Laws and comply with the requirements of
such Environmental Laws which at any time are applicable to the
Mortgagor or its operations at the Property.
}
(c) The Mortgagor shall indemnify and hold the
Mortgagee harmless from and against any and all loss, liability,
damage and expense, including attorneys' fees, suffered or
incurred by the Mortgagee as a result of the disposal, storage,
" )
MORTGAGE
7
release or threat of release of any Hazardous Materials on the
Property including, without limitation, the filing of a lien
against the Property or any part of the Property in favor of any
governmental entity or by reason of the removal, relocation,
elimination, remediation or encapsulation of Hazardous Materials
from all or any portion of the Property.
(d) The Mortgagee may (but shall not be obligated to)
cure any failure on the part of the Mortgagor to comply with any
Environmental Laws which the Mortgagor is not then contesting
and, without limitation, may take any of the following actions:
(i) . arrange for the prevention of any disposal,
release or threat of release of Hazardous Materials or spill
at the Property, and pay any costs associated with such
prevuntion;
(ii) arrange for the removal or remediation of
Hazardous Materials which may be disposed of or released or
result from a spill at the Property, and pay any costs
associated with such removal and/or remediation;
")
(iii) pay, on behalf of the Mortgagor, any costs, fines
or penalties imposed on the Mortgagor by the Federal, or any
state or local, government or any representative thereof in
connection with such release or threat of release of
Hazardous Materials or as a result of a spill; or
(iv) make any other payment or perform any other act
which will prevent a lien in favor of any governmental
agency from attaching to the Property.
Any partial exercise by the Mortgagee of the remedies set forth
above, or any partial undertaking on the part of the Mortgagee to
cure the Mortgagor's failure to comply with such Environmental
Laws, shall not obligate the Mortgagee to complete the actions
taken or require the Mortgagee to expend further sums to cure the
Mortgagor's noncompliance, nor shall the exercise of any such
remedies operate to. place upon the Mortgagee any responsibility
for the operation, control, care, management or repai~ of the
Property. Any amount paid or costs incurred by the ~~rtgagee as
a result of the exercise by the Mortgagee of any of the rights
hereinabove se~~forth, together with interest thereon at. the
Post--Defaul t Rate, shall be immediately due and payable by the
Mortgagor to the Mortgagee, and until paid shall be added to and
become a part of the Secured Obligations, and the Mortgagee, by
making any such payment or incurring any such costs, shall be
subrogated to any rights of the Mortgagor to seek reimbursement
.J
MORTGAGE
-
.
8
from any third parties, including, without limitation, a
predecessor-In-interest to the Mortgagor's title who may be a
"responsible party" or otherwise liable under any Environmental
Law in connection with any such release or threat of release of
Hazardous Materials.
,
10. Limitations of Use. The Mortgagor shall not
initiate, join in or consent to any change in any private
restrictive covenant, zoning ordinance or other public or private
restriction limiting or defining the uses which may be made of
the Property without the consent of the Mortgagee.
11. Estoppel Certificates. The Mortgagor, within five
Business Days upon request of the Mortgagee in person or within
ten Business Days upon request by mail, shall furnish to the
Mortgagee a certificate, duly acknowledged, setting forth the
amount of the Secured Obligations and stating whether any
offsets, defenses or counterclaims of the Mortgagor exist against
or in respect of any or all of the Secured Obligations.
12. Actions bv Mortoagee to Protect the Propertv. If
the Mortgagor shall fail to (a) effect the insurance required
under paraqraph 5 hereof, (b) make the payments required under
paragraph 6 hereof, or (c) perform or observe any of its other
covenants hereunder, the Mortgagee may (but shall not be
obligated to) effect or pay the same. All sums, including
reasonable attorneys' fees, so expended by the Mortgagee or so
expended to sustain the lien or estate of this Mortgage or its
priority, or to protect or enforce any of the rights of the
Mortgagee hereunder, or to recover or collect any of the Secured
Obligations, shall be a lien, shall be deemed secured by this
Mortgage and shall be paid by the Mortgagor within five Business
Days after demand, with interest thereon at the Post-Default Rate
as in effect on the date of such demand. In any action or
proceeding to foreclose this Mortgage or to recover or collect
the Secured Obligations, the Mortgagee shall be entitled to
recover the costs, expenses, and attorneys' fees incurred in
foreclosing or attempting to collect upon such obligations, which
costs, expenses and attorneys' fees shall also be secured by this
Mortgage.
.~->
)
13. Leases. (a) The Mortgagor will not (i) execute an
assignment of the rents or any part thereof from the Property
without the Mortgagee's prior consent, (i1) accept the
cancellation or surrender of any lease of the Property or of any
part thereof, now existing or hereafter to be made, having an
unexpired term of one (1) year or more, provided, however, that
any lease may be canceled if promptly after the cancellation or
>>J
MORTGAGE
, \ \ \ : . ':',.. ,,' I, ' I . Ii " , ' .,', ,J l ,. ,/ .', f' ,
9
'"
)
. .....'"
surrender thereof a new lease is entered into with a new lessee
having a credit standing, in the judgment of the Mortgagee, at
least equivalent to that of the lessee whose lease was canceled,
on substantially the same terms as the ter~minated or canceled
lease, (iii) modify any lease so as to shorten the unexpired term
thereof or so as to decrease, wai~~ or compromise in any manner
the amount of the rents payable thereunder or materially expand
the obligations of the lessor thereunder, (iv) accept prepayments
of any installments of rents to become due under any lease,
except prepayments in the nature of security for the performance
of the lessees thereunder, (v) modify, release or terminate any
guaranties of any lease or (vi) in any other manner impair the
value of the Property or the security of this Mortgage.
(b) The Mortgagor will not execute any lease of all or
a substantial portion of the Property except for actual occupancy
by the lessee thereunder, and will at all times promptly and
faithfully perform, or cause to be performed, all of the
covenants, conditions and agreements contained in all leases of
the Property or portions thereof now or hereafter existing, on
the part of the lessor thereunder to be kept and performed and
will at all times do all things necessary to compel performance
by the lessea under each lease of all obligations, covenants and
agreements by such lessee to be performed 'thereunder. If any of
such leases provide for the giving by the lessee of certificates
with respect to the status of such leases, the Mortgagor shall
exercise its right to request such certificates within five (5)
days of any request therefor by the Mortgagee.
(c) Each lease of the Property, or of any part
thereof, shall provide that, in the event of the enforcement by
the Mortgagee of the remedies provided for by law or by this
Mortgage, the lessee thereunder will, upon request of any person
succeeding to the interest of the Mortgagor as a result of such
enforcement, automatically become the lessee of said successor in
interest, without change in the terms or other provisions of such
lease, provided, however, that said successor in interest shall
not be bound by (i) any payment of rent or additional rent for
more than one (l) month in advance, except prepayments in the
nature of security for the performance by said lessee of its
obligations under said lease or (ii) any amendment or
modification of the lease made without the consent of the
Mortgagee or such successor in interest. Each lease shall also
provide that, upon request by said successor in interest, such
lessee shall execute and deliver an instrument or instruments
confirming such attornment.
)
MORTGAGE
~
.
10
(d) The Mortgagor shall furnish to the Mortgagee,
within thirty (30) days after request by the Mortgagee, a written
statement containing the names of all lessees of the Property,
the terms of their respective leases, the space occupied and the
rentals payable thereunder, together with copies, certified to be
true and complete, of such leases as shall be specified by the
Mortgagee.
14. Defaults. If any Event of Default (herein, a
"Default") under the Credit Agreement shall occur and be
continuing, then, as more particularly provided therein, the
principal of and accrued interest on the Note and all other
Secured Obligations may be declared, or may become, due and
payable, without presentment, demand, protest or other
formalities of any kind, all of which have been waived as
provided in the Credit Agreement and interest will begin to
accrue at the Post-Default Rate.
\
~~
15. Remedies~ Etc. (a) If a Default shall have
occurred and be continuing, the Mortgagee may, to the extent
permitted by applicable law, do the following:
(i) The Mortgagee may enter and take possession of the
Property or any part thereof, exclude the Mortgagor and all
Persons claiming under the Mortgagor whose claims are junior
to this Mortgage wholly or partly therefrom, and use,
operate, manage and control t.he same either in the name of
the Mortgagor or otherwise as the Mortgagee shall deem best,
all without the appointment of a receiver, or an application
therefor. If the Mortgagor shall for any reason fail to
surrender or deliver the Property or any part thereof after
demand therefor by the Mortgagee, the Mortgagee may obtain a
judgment or decree conferring upon the Mortgagee the right
to immediate possession or requiring the Mortgagor to
deliver immediate possession of the Property to the
Mortgagee, to the entry of which judgment or decree the
Mortgagor hereby specifically consents. The Mortgagor will
pay to the Mortgagee, upon demand, all expenses of obtaining
such judgment or decree, including reasonable compensation
to the Mortgagee, its attorneys and agents, and all such
expenses and compensation shall, until paid, be secured by
this Mortgage. The Mortgagee may, upon such entry, from
time to time at the expense of the Mortgagor, make.all such
repairs, replacements, alterations, additions or
improvements to the Property or any part thereof as the
Mortgagee may deem proper, with all such expenses to be
secured by this Mortgage, and, whether or not the .Mortgagee
has 60 entered and taken possession of the Property or any
)
-J
MORTGAGE
'-.
11
part thereof, collect and receive all the rents, revenues,
issues, income and profits thereof and apply the same, to
the extent permitted by law, to the payment of all expenses
which the Mortgagee may be authorized to make under this
Mortgage, the remainder to be applied to the payment of the
Secured Obligations until the same shall have been repaid in
full; provided that the Mortgagee shall not have any duty or
obligation to make any such entry, to take any such
possession, to use, operate, manage or control the Property,
or eo make such repairs, replacements, alterations,
additions or improvements or collect any such rents,
revenues, issues, income or profits.
)
4
(ii) The Mortgagee may apply to a court of competent
jurisdiction for the appointment of a receiver to take
possession of and to operate the Property and to collect and
apply the rents, issues, profits and revenues thereof, to
which appointment the Mortgagee shall be entitled as a
matter of strict right without notice and without regard to
the occupancy or value of any security for the indebtedness
secured hereby or the solvency of any party bound for its
payment. The receiver shall have all of the rights and
powers permitted under the laws of the state wherein the
Property or any part thereof is situated. The Mortgagor
will pay to the Mortgagee upon demand all expenses,
including receivers' fees, attorneys' fees, costs and
agents' compensation incurred pursuant to the provisions of
this subparagraph (ii), and all such expenses shall be
secured by this Mortgage.
(iii) The Mortgagee may personally or, to the extent
permitted by applicable law, by agents, with or without
entry, if the Mortgagee shall deem it advisable,
(x) sell the Property or any part of the Property
at one or more public sale or sales held at the time
and place provided for such sales and upon such notice
and otherwise in such manner as prescribed by the laws
of the state in which the Property or any part of the
Property is situated, to the highest bidder for cash,
in order to pay the Secured Obligations; or
;
~y) proceed to protect and enforce its rights
under this Mortgage by suit for specific performance of
any covenant herein contained, or in aid of the
execution of any power herein granted, or for the
foreclosure of this Mortgage and the sale of the
Property under the judgment or decree of a court of
~
MORTGAGE
~
;~
c , c, ' ' l" . ' , . _l .~, '. .f ~ ~ - -----:'\ . -JL~!t... . -..,;,..)~ ., ~ I .' f' , I
12
competent jurisdiction, or for the enforcement of any
other right as the Mortgagee shall deem most effectual
for such purpose.
(b) In any action to foreclose this Mortgage, the
Mortgagee, to the extent permitted by law, shall be entitled as a
matter of right to the appointment of a receiver of the Property
and of the rents, revenues, issues, income and profits thereof,
without notice or demand, and without regard to the adequacy of
the security for the Secured Obligations or the solvency of the
Mortgagor.
}
- ..........
(c) The Mortgagor, in the event of any Default, shall
pay monthly in advance to the Mortgagee, or to any receiver
appointed at the request of the Mortgagee to collect the rents,
revenues, issues, income and profits of the Property, the fair
and reasonable rental value for the use and occupancy of the
Property or of such part thereof as may be in the possession of
the Mortgagor. Upon default in the pa~~ent thereof, the
Mortgagor shall vacate and surrender possession of the Property
to the Mortgagee or such receiver, and upon a failure so to do
may be evicted by summary proceedings.
(d) In any sale under any provision of this Mortgage
or pursuant to any judgment or decree of court, the Property, to
the extent permitted by applicable law, may be sold in one or
more parcels or as an entirety and in such order as the Mortgagee
may elect, without regard to the right of the Mortgagor, or any
Person claiming under the Mortgagor, to the marshalling of
assets. The purchaser at such sale shall take title to the
Property or the part thereof so sold free and discharged of the
estate of the Mortgagor therein, the purchaser being hereby
discharged from all liability to see to the application of the
purchase money. Any Person, including the Mortgagee, may
purchase at. any such sale. Upon the completion of any such sale
made by the Mortgagee under or by virtue of this Mortgage, the
Mortgagee shall execute and deliver to the purchaser an
appropriate instrument which shall effectively transfer all of
the Mortgagor's estate, right, title, interest, property, claim
and demand in and to the Property or portion thereof so sold.
The Mortgagee is hereby irrevocably appointed the attorney-in-
fact of the Mortgagor in its name and stead to make all
appropriate transfers and deliveries of the Property or .any
portions thereof so sold and, for that purpose, upon the
occurrence of a Default, the Mortgagee may execute all
appropriate instruments of transfer, and may substitute one or .
more Persons with like power, the Mortgagor hereby ratifying and
confirming all that such attorney or such substitute or
)
MORTGAGE
13
)
substitutes shall lawfully do by virtue hereof. Nevertheless,
the Mortgagor shall ratify and confirm, or cause to be ratified
and confirmed, any such sale or sales by executing and
delivering, or by causing to be executed and delivered, to the
Mortgagee or to such purchaser or purchasers all such instruments
as may be advisable, in the judgment of the Mortgagee, for the
purpose, and as may be designated in such request. Any sale or
sales made under or by virtue of this Mortgage, to the extent not
prohibited by applicable law, shall operate to divest all the
estate, right, title, interest, property, claim and demand
whatsoever, whether at law or in equity, of the Mortgagor in, to
and under the Property, or any portions thereof so sold, and
shall be a perpetual bar both at law and in equity against the
Mortgagor and against any and all Persons claiming or who may
claim the same, or any part thereof, by, through or under the
Mortgagor. The powers and agency herein granted are coupled with
an interest and are irrevocable.
,
.
(e) No right or remedy herein conferred or reserved to
the Mortgagee is intended to be exclusive of any other right or
remedy, and each and every right and remedy shall be cumulative
and in addition to any other right or remedy under this Mortgage,
under any Secured Obligation or under applicable law, whether now
or hereafter existing; the failure of the Mortgagee to insist at
any time upon the strict observance or performance of any of the
provisions of this Mortgage, or to exercise any right or remedy
provided for herein, under any Secured Obligation or under
applicable law~ shall not impair any such right or remedy nor be
construed as a waiver or relinquishment thereof.
l6. Application of Proceeds. The proceeds of any sale
of the Property under the power of sale provided in this Mortgage
or under a judgment, order or decree made in any action to
foreclose or to enforce this Mortgage shall be applied:
(a) first to the payment of all costs and expenses of
such sale; including reasonable attorney's fees;
)
,
(b) then to the payment of all charges, expenses and
advances incurred or made by the Mortgagee in order to
protect the lien of this Mortgage or the security afforded
hereby; and
}
.~
(c) theIl to the payment of the principal of and
accrued interest on the Note and all other moneys secured
hereby;
.J
MORTGAGE
,
14
and any surplus remaining shall be paid to the Mortgagor or to
whomsoever may be lawfully entitled to receive the same.
17. Rioht to Sue. The Mortgagee shall have the right
from time to time to sue for any sums required to be paid by the
Mortgagor under the terms of this Mortgage as the same become
due, without regard to whether or not the Secured Obligations
shall be, or have become, due and without prejudice to the right
of the Mortgagee thereafter to bring any action or proceeding of
foreclosure or any other action upon the occurrence of any
Default existing at the time such earlier action was commenced.
~
1
18. Waivers bv Mortgagor. (a) The Mortgagor hereby
waives, to the fullest extent permitted by law, (i) any and all
rights and equities of redemption from sale under the power of
sale created under this Mortgage or from sale under any order or
decree of foreclosure of this Mortgage and all notice or notices
of seizure, and (ii) the benefit of any marshalling, valuation,
stay, extension, homestead, exemption or redemption law now or
hereafter in force.
)
(b) The Mortgagor will not at any time insist upon, or
plead, or in any manner whatever claim or take any benefit or
advantage of any stay or extension or moratorium law, any
exemption from execution or sale of the Property or any part
thereof, wherever enacted, now or at any time hereafter in force,
which may affect the covenants and terms of performance of this
Mortgage, nor claim, take or insist upon any benefit or advantage
of any law now or hereafter in force providing for the valuation
or appraisal of the Property, or any part thereof, prior to any
sale or sales thereof which may be made pursuant to any provision
herein, or pursuant to the decree, judgment or order of any court
of competent jurisdiction; nor, after any such sale or sales,
claim or exercise any right under any statute heretofore or
hereafter enacted to redeem the property so sold or any part
thereof and the Mortgagor hereby expressly waives all benefit or
advantage of any such law or laws, and covenants not to hinder,
delay or impede the execution of any power herein granted or
delegated to the Mortgagee, but to suffer and permit the
'execution of every power as though no such law or laws had been
made or enacted. Mortgagor, for itself and all who may claim
under it, waives, to the extent that it lawfully may, all right
to have the Property marshaled upon any foreclosure hereof.
19. No Waiver. No failure to exercise, and no delay
in exercising and no course of dealing with respect to, any
power, remedy or right hereunder by the Mortgagee shall operate
as a waiver thereof, nor shall any single or partial exercise by
!~
~ -~
....
)
:J
MORTGAGE
~
~
)
15
the Mortgagee of any power, remedy or right hereunder preclude
any other or further exercise thereof or the exercise of any
other power, remedy or right. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.
20. Powers of Mortqaoee. The Mortgagee may at any
time or from time to time renew or extend this Mortgage, or alter
or modify the same in any way, or waive any of the terms,
covenants or conditions hereof in whole or in part and may
release any portion of the Property or any other security, and
grant such extensions and indulgences in relation to the Secured
Obligations as the Mortgagee may determine without the consent of
any junior lienor or encumbrancer and without any obligation to
give notice of any kind thereto and without in any manner
affecting the priority or the lien of this Mortgage on any part
of the Property.
21. Notices. All notices, demands, consents,
statements, requests, approvals and other communications
hereunder (collectively, "notices") shall be in writing and shall
be given in the manner specified in Section 10.02 of the Credit
Agreement.
~)
22. Amendments, Etc. This Mortgage cannot be
modified, changed or discharged except by an agreement in
writing, duly acknowledged in form for recording, signed by the
party against whom enforcement of such modification, change or
discharge is sought.
23. Security Agreement. This Mortgage shall be a
security agreement and "fixture filing" under Article 9 of the
Florida Uniform Commercial Code. The Mortgagor irrevocably
authorizes the Mortgagee to execute in the Mortgagor's name and
to file any financing statement or continuation statement which
the Mortgagee deems necessary or advisable to preserve and
maintain the priority of the lien hereof or to extend the
effectiveness thereof, and the Mortgagor shall pay to the
Mortgagee upon demand any costs from time to time expended by the
Mortgagee for filing any such statement under such Code or under
any other laws from time to time applicable, and such payments
shall be secured by the lien of this Mortgage.
24. ~Successors and Assigns. The provisions of this
Mortgage shall run with the Land and shall bind the Mortgagor,
its successors and assigns, and all subsequent encumbrancers,
tenants and subtenants of the Property and shall inure to the
benefit of the Mortgagee, its successors and assigns.
}
1
:j
MORTGAGE
t
)
, 1, /' " '. . . . \ I, I." . I; , ," I \ \ .' rl' J l' . ". .: '.-' ,....,' , \(~.. I,.~ " " > i
, .-, ." '\~',"~; ',;.: :..i~ '
\'~. t."1' ", , " .~ ... .
16
25. Severability. If any provision of this Mortgage
or the application thereof to any Person or circumstance shall be
invalid or unenforceable to any extent, the remainder of this
Mortgage and the application of such provisions to other Persons
or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
26. Applicable Law. This Mortgage shall be
interpreted, construed and enforced according to the laws of the
state wherein the Property is situated.
IN WITNESS WHEREOF, this Mortgage has been duly
executed by the Mortgagor the day and year first above written.
COACHMAN DOWNTOWN CENTER ASSOCIATES
By
Charles H. Dyson,
general partner
)
By
Ronald Berman,
general partner
?
..
,
J
.....
.J
MORTGAGE
.1\.'."'-" .'
.
>r
'~
;j
- .....j.""
l
)
'~
-.
. ,';",::,".2: ~.< '~,' ....,
STATE OF
)
: 55.:
)
COUNTY OF
On this ___ day of , 1992, before me personally
came Ronald Berman, to me known, who, being duly sworn, did
depose and say that he resides at
that he is a general partner of Coachman Downtown Center
Associates, a Florida general partnership, the partnership which
executed the foregoing instrument; that the execution of said
instrument was duly authorized according to the [Articles of
General Partnership]; that Ronald Berman, a general partner,
executed said instrument on behalf of the partnership pursuant to
such authorization.
,
Notary Public
STATE OF )
COUNTY OF
: 55.:
)
On this a , day of , 1992, before me
personally Charles Dyson, to me known, who, being duly sworn, did
depose and say that he resides at , that he is
a general partner of Coachman Downtown Center Associates, a
Florida general partnership, the partnership which executed the
foregoing instrument; that the execution of said instrument was
duly authorized according to the [Articles of General
Partnership]; that Charles Dyson, a general partner, executed
said instrument on behalf of the partnership pursuant to such
authorization.
Notary Public
~~,
MORTGAGE
,:f~.~Jt/;~';~."i.!.;ht'~",.;,.q., .'-' d "..', n
,
"
!
.~
" J..
... ",'f
-
')
,
...,..
)
-
)
,
,I
Exhibit A
Description of Property
MORTGAGE
EXHIBIT D
[Form of Letter.of Credit]
IRREVOCABLE LETTER OF CREDIT
Letter of Credit No.
Date:
, 1992
The Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, New York 10081
Gentlemen:
..: ~
'J
1. By order and for account of Coachman Downtown
Center Associates, [address] (the "Company"), [Name of Bank] (the
"Bank"), hereby opens an irrevocable Letter of Credit in your
favor for an aggregate amount equal to $1,500,000.
2. This Letter of Credit expires at 5:00 o'clock p.m.
(New York time) on December 31, 1993.
3. Funds under this Letter of Credit are available
against your siqht draft specifying-Letter of Credit No. _
delivered to the office of the Bank at [address of Bank].
Partial drawings under this Letter of Credit are permitted. Each
draft must be accompanied by your signed certificate which states
that: "The draft accompanying this certificate is drawn in
respect of, and is equal to or not greater than, an amount which
is due and payable under the Credit Agreement between Coachman
Downtown Center Associates and The Chase Manhattan Bank (National
Association) dated as of I 1992."
4. If the Bank receives your sight draft{s) and
certificate(s) as provided in paragraph 3 above on or before the
expiration of this Letter of Credit, the Bank will
uncondi tionally _,and promptly honor the same.
5. This Letter of Credit is subject to the Uniform
Customs and Practice for Documentary Credits, 1983 revision,
International Chamber of Commerce Publication No. 400, as the
same may be amended and in effect from time to time.
'J
Letter of Credit
" '"
. ..~
. ......."..
.
J
." ,,,"_0. . ,,:~ '~'.f' -f.~ .",aT"".
-..'...
.'.~. .,. _~. '.;'u .",:' .'''' '.,
. ',',.-,:.< .
- 2 -
6. All communications regarding this Letter of Credit
should be addressed to the Bank, at [address].
(NAME OF BANK]
By
Title:
.......
Letter of Credit
..
EXHIBIT E
INDEMNITY
Date:
_' 1992
"
The Chase Manhattan Bank
(National Association)
101 Park Avenue
New York, New York 10081
Attention: Real Estate Finance
Borrower:
Loan:
Premises:
Coachman Downtown Center Associates
$5,193,750
Building located at 503 Cleveland
Street, Clearwater, Florida
(a) Corrective Work: The removal, relocation,
elimination, remediation or encapsulation, of
Hazardous Materials from all or any portion of the
Property and (to the extent provided in
Subparagraph 2(b) hereof) surrounding areas and,
to the extent thereby required, the reconstruction
and rehabilitation of the Property (i) pursuant
to, and in compliance with, Governmental
Requirements, or (ii) if the present or future
use, operation, leasing, development,
construction, alteration or refinancing of the
Property is limited or restricted in any way by
reason of the existence of such Hazardous
Materials;
Dear Sirs:
I '~.}
For good and valuable consideration in hand received, the
undersigned, each of us, hereby jointly and severally covenants
and agrees for your benefit, in addition to, and not in
limitation of, any other rights and remedies available to you at
law or in equity, as follows:
1. Definitions
(b) ....:_Governmental Requirements: Any present and future
(1) federal, state or local laws, rules,.
regulations, orders, decrees, or permits and (ii)
judicial or administrative interpretation thereof,
including any judicial or administrative orders,
consent decrees or judgments;
J
(c) Hazardous Materials: (i) Asbestos and
polychlorinated biphenyls and (i1) hazardous or
00289748 04/15/92 16:27:46
~
, '}
,...
l
'J~\
"
,
2.
toxic materials, wastes and substances which are
defined, determined or identified as such
(including petroleum products if they are defined,
determined or identified as such) in, or subject
to, any Governmental Requirements;
(d) Indemnified Losses: Incurred and potential
damages, losses, liabilities, costs and expenses
of Corrective Work, obligations, penalties, fines,
impositions, fees, levies, lien removal or bonding
costs, claims, litigation, demands, defenses,
judgments, suits, proceedings, costs,
disbursements or expenses (including without
limitation, attorneys' and experts' reasonable
fees and disbursements) of any kind and nature
whatsoever, including interest thereon;
(e) Loan Documents: The documents comprising the
total documentation pertaining to the Loan
indicated above made to, or for the benefit of,
the above named Borrower, including, without
limitation, and as applicable, any loan agreement,
building loan or construction loan agreement,
note, m~)rtgage, deed of trust, security agreement,
assignment of leases and rents, any guaranty or
guaranties (whether of payment and/or
performance), pledge agreement, commitments,
letters of credit, assignment of partnership
interests, and all other instruments and documents
evidencing, securing, or collateral to, the Loan;
(f) Property: The parcel of land located in the City
of Clearwater, Florida more particularly described
in Schedule A, together with all buildings and
improvements now or hereafter located thereon.
(a) Except as hereinafter limited in Paragraph 9 and
Subparagraphs 2(b) and 2(c), the undersigned covenant
and agree, at their sole cost and expense, to
indemnify, protect and save you harmless against and
from any and all Indemnified Losses which may at any
time be imposed upon, incurred by or asserted or
awarded against you arising from, out of, attributable
to or by reason of, the:
(1) nonperformance or delayed performance and
~completion of Corrective Work;
(il) the violation of any Governmental Requirement
relating to the environment;
(iii) the spilling, leaking, pumping, pouring,
emitting, discharging, injecting, esc3ping3
leaking, dumping or depositing of any Hazardous
Material at, on or from the Property; and;
00289748 04/15/92 16:27:46
- 2 -
(iv) enforcement of this Indemnity or the
assertion by the undersigned of any defense to its
obligations hereunder (except the successful
defense of actual performance not subject to
further appeal);
whether the Indemnified Losses arise before, during or
after, enforcement of the remedies and rights available
to you under the Loan Documents, including the
acquisition of title to all or any portion of the
Property by you or your successors, affiliates or
participants, (as such terms are defined in Paragraph
Sea) hereof).
00289748 04/15/92 16:27:46
- 3 -
(b) The Indemnified Losses shall not extend to the
costs of Corrective Work pertaining to surrounding
areas if the applicable Hazardous Materials did not
originate from any portion of the Property, unless the
removal of the Hazardous Materials from the surrounding
areas is necessitated by Governmental Requirements.
(c) If you, or any of your successors, or affiliates
or participants, take
- -)
-.
....,;..
(i) title to either of the Properties at a
foreclosure sale, at a sale pursuant to a power of
sale under a mortgage or deed of trust, or by deed
in lieu of foreclosure, or by exercise of other
remedial rights; or
(ii) possession, custody and control of the
Property as a mortgagee-in-possession or through
court-designated receiver and Borrower or its .
respective successors or affiliates, never
reacquire such possession, custody and control;
3.
then the Indemnified Losses shall not include or apply
to Hazardous Materials which are initially placed on,
in or under all or any portion of the Property at any
time thereafter or to any Corrective Work caused by .
your negligence.
(a) So long as Borrower is in possession, custody and
control of the Property, you agree that prior to the
undertaking of Corrective Work by you, the Borrower or
the undersigned may at their sole cost and expense
contest the Governmental'Requirements and/or perform
any Corrective Work, provided that at all times all of
the following conditions are continuously satisfied in
full:
}
)
J
(i) no uncured event of default (other than as
related to the Hazardous Materials involved in
~
,
. ,"),
"J
,
J
such contest or Corrective Work) exists under any
of the Loan Documents;
(ii) the collateral for the Loan shall not be
impalred in your sole judgment in any way,
including, but not limited to, diminution in
value, and you (and your agents, officers,
directors, servants, employees, contractors and
shareholders) shall not be subject to any criminal
or other penalties, fines, costs or expenses, by
reason of such contest or Corrective Work or any
delays in connection therewith;
(iii) unless the undersigned has instituted a
contest as permitted hereunder with respe~t to any
Corrective Work, the undersigned shall commence
the Corrective Work promptly after obtaining
actual knowledge of the Hazardous Materials on,
in, under or affecting the Property or any
surrounding areas, but at least fifteen (15) days
prior to commencement of such Corrective Work,
submit to you in confo~ity with your reasonable
requirements (which requirements may not create
conditions which violate Governmental
Requirements), reasonably detailed plans for such
Corrective Work complying with Governmental
Requirements. If, within said fifteen (15) day
period, you, in your reasonable judgment, reject
such plans, the undersigned shall promptly submit
revised plans conforming to your reasonable
requirements to you for your approval. If within
fifteen (15) days from your receipt of the
original plans, or revised plans, you fail to
approve or reject such original plans, or revised
plans, as the case may be, the same shall be
deemed accepted by you. All Corrective Work shall
be performed in compljance with such approved
original or revised plans;
(iv) a contest, if instituted, shall be
instituted promptly after the undersigned, or
Borrower, as the case may be, obtains actual
knowledge of an action, suit, proceeding, or
governmental order or directive which asserts any
obligation or liability affecting all or any
portion of the Property, or Borrower or any of the
.undersigned and diligently prosecuted un~il a
final judgment is obtained;
(v) Corrective "Work shall be instituted promptly
following an unsuccessful nonappealable completion
of the contest and shall be diligently prosecuted
until the Hazardous Materials involved in the
contest are removed, relocated, encapsulated
00289748 04/15/92 16:27:46
- 4 -
and/or disposed of as required by the Governmental
Requirements;
(vi) the undersigned shall notify you within ten
(10) days after commencement of such contest or
Corrective Work and shall render to you a written
monthly report detai1ing the progress thereof
including such info~ation as you shall reasonably
request; and
(vii) if you are named in any action or proceeding
as a necessary party or as a party defendant
relating to matters covered by this Indemnity, you
agree to utilize counsel designated by the
undersigned, subject to your right of approval,
not to be unreasonably withheld or delayed. If
you are not named in any such action or
proceeding, you, at your expense, shall have the
right (but not the obligation) to join in any
action or proceeding in which the undersigned or
Borrower contests any Governmental Requirements.
4.
So long as all of such conditions are continuously
satisfied, you agree that you will not enter into any
settlement agreement binding upon the undersigned, or
the Borrower without their prior consent, which consent
will not be unreasonably withheld or delayed.
(b) Promptly after the receipt by you of written notice
of any demand or claim or the commencement of any
action, suit or proceeding in respect of any of the
Indemnified Losses, you shall notify the undersigned
thereof in writing, but the failure by you promptly to
give such notice shall not relieve the undersigned of
any of their obligations under this Indemnity.
The liability of the undersigned under this Indemnity
shall in no way be limited or impaired by (a) any
amendment or modification of the Loan Documents; (b)
any extensions of time for performance required by any
of the Loan Documents; (c) any sale, assignment or
foreclosure pursuant to the Loan Documents or any sale
or transfer of all or any part of the Property; (d) any
exculpatory provision in any of the Loan Documents
limiting your recourse to the Property or to any other
security, or limiting your rights to a deficiency
judgment against Borrower or the undersigned; (e) the
accuracy or inaccuracy of the representations and
warranties made by Borrower or any guarantor under the
Loan Documents; (f) the release of Borrower or any
other person from performance or observance of any of
the agreements, covenants, terms or conditions
contained in any of the Loan Documents by operation of
law, your voluntary act, or otherwise; (g) the release
or substitution in whole or in part, of any security
J
')
-'.
00289748 04/15/92 16:27:46
- 5 -
-)
The undersigned (a) waive any right or claim of right
to cause a marshalling of the undersigned's assets or
to cause you to proceed against any of the security for
the Loan Documents before proceeding under this
Indemnity against the undersigned in any particular
order; (b) agree that any payments required to be made
hereunder shall become due on demand; (c) waive and '
relinquish all rights and remedies accorded by
applicable law to indemnitors or guarantors, except any
rights of subrogation which the undersigned may have,
provided that (i) the indemnity provided for hereunder
shall neither be contingent upon the existence of any
such rights of subrogation nor subject to any claims or
defenses whatsoever which may be asserted in connection
with the enforcement or attempted enforcement of such
subrogation rights including, without limitation, any
claim that such subrogation rights were abrogated by
any of your acts, and (ii) the undersigned postpone and
subordinate (A) the exercise of any and all of their
rights of subrogation to your rights against the
undersigned under this Indemnity and (B) any rights of
subrogation to any collateral securing the Loan until
the Loan shall have been paid in full.
6. No delay on your part in exercising any right, power or
privilege under any of the Loan Documents shall operate
as a waiver of any such privilege, right or power.
-
\
5.
)
for the note or other evidence of debt issued pursuant
to the Loan Documents or (h) your failure to record any
of the Loan Documents (or your improper recording or
filing of any thereof) or to otherwise perfect,
protect, secure or insure any security interest or lien
given as security for the note or other evidence of
indebtedness under the Loan Documents; and in any of
such cases, whether with or without notice to Borrower
or the undersigned and with or without consideration.
7. Anyone or more of the undersigned, or any other party
liable upon or in respect of this Indemnity or the
Loan, may be released from liability (in whole or in
part) under this Indemnity or the Loan Documents
without affecting the liability hereunder of any of the
undersigned not so released.
8.
)
(a) This Indemnity shall be binding upon the
undersigned and their respective heirs, perso~al
representatives, successors and assigns and shall inure
to the benefit of and, where applicable, shall be
binding upon, you and your successors, affiliates and
participants, which acquire all or any part of the
Property by any sale, assignment or foreclosure under
the Loan Documents, by deed or other assignment in lieu
of foreclosure, or otherwise, including if you, or such
successor, affiliate or participant, is the successful
00289748 04/15/92 16:27:46
- 6 -
..
bidder at a foreclosure or other remedial sale. For
purposes of this Indemnity your (i) "successors" shall
mean successors by merger, consolidation or acquisition
of all or a substantial part of your assets and
business or of the assets and business of that segment
of your bank currently identified as "Real Estate
Finance", (il) "affiliates" shall mean The Chas,e
Manhattan Corporation or its Successors as above
defined and any direct or indirect subsidiary or
affiliate of The Chase Manhattan Corporation or its
successors as above defined, and (iii) "participants"
shall mean any party, which by agreement with you, 1s a
participant in your interest in the Loan.
(b) Except as provided in Subparaqraph Sea) above, the
obligations of the undersigned under this Indemnity
shall not inure to the benefit of (1) any other
purchaser of the Property at a foreclosure sale or a
sale pursuant to a power of sale or other remedial
rights under the Loan Documents or (ii) any subsequent
holder of the Loan Documents unless such holder is your
successor, affiliate or participant as hereinabove
defined.
)
9.
(a) Except as provided 1n Subparagraph 9(b) hereof,
this Indemnity shall terminate and be of no further
force and effect upon payment in full by Borrower or
guarantor of all principal, interest and other sums and
costs evidenced or secured by the Loan Documents,
provided that at the time of such full payment neither
you, nor your successors, affiliates or participants,
have, at any time, or in any manner, through exercise
of their remedial rights under the Loan Documents,
participated in the management or control of, taken
possession of, or title to, the Property or any portion
thereof, whether by foreclosure, deed in lieu of
foreclosure, sale under power of sale pursuant to the
Loan Documents, or otherwise.
00289748 04/15/92 16:27:46
- 7 -
,
.
)
J
(b) Notwithstanding Subparagraph 9(a) above, the
undersigned agree that this Indemnity shall continue
after full payment of the Loan with respect to:
(i) litigation or administrative claims involving
Indemnified Losses pertaining to Hazardous
~~Materials covered by this Indemnity pending at the
date of payment in full of the Loan, and'
(ii) reasonable costs and expenses (including
experts' and attorneys' fees and disbursements)
incurred or expended by you in (A) enforcing
Subparagraph 2(a)(ii) of this Indemnity or (B) any
litigation, arbitration, administrative claims or
matters relating to any Indemnified Losses
J
,
,
..
)
subsequently arising within four (4) years after
the date of such full payment (hereinafter called
"subsequent Claims") involving Hazardous Materials
on, in or under the Property, or if covered by
this Indemnity, any surrounding areas, but the
undersigned's obligation under this Indemnity as
to Subsequent Claims is hereby limited and shall
not extend to payment of any monetary awards or
damages against you but only to the costs and
expenses above mentioned. You agree to utilize
counsel designated by the undersigned (if the
undersigned are also parties defendant in such
matters) subject to your right of approval, not to
be unreasonably withheld or delayed.
10. This Indemnity may be executed in one or more
counterparts, each of which shall be deemed an
original. Said counterparts shall constitute but one
and the same instrument and shall be binding upon each
of the undersigned as fully and completely as if all
had signed but one instrument. The joint and several
liability of the undersigned shall be unaffected by the
failure of any of the undersigned to execute any or all
of the counterparts.
,
00289748 04/15/92 16:27:46
- 8 -
)
_.'
11. All notices hereunder shall be in writing and shall be
deemed to have been sufficiently given or served for
all purposes when sent by registered or certified mail,
if to the undersigned at their respective addresses
stated on the signature page hereof and if to you, to
the attention of Real Estate Finance, 101 Park Avenue,
New York, New York 10081 Attention: Counsel 17th
floor, or at such other address of which a party shall
have notified the party giving such notice in writing
in accordance with the foregoing requirements.
12. No provision of this Indemnity may be changed, waived,
discharged or terminated orally, by telephone or by any
other means except by an inst~lment in writing signed
by the party against whom enforcement of the change,
waiver, discharge or termination is sought.
13. The undersigned hereby expressly and unconditionally
waive, in connection with any suit, action or
proceeding brought by you on this Indemnity, any and
every right they have to (i) injunctive relief, (if) a
trial by jury, (iii) interpose any counterclaim therein
and (iv) have the same consolidated with any other or
separate suit, action or proceeding. Nothing herein
contained shall prevent or prohibit the undersigned
from instituting or maintaining a separate claim
against you with respect to any asserted claim.
J
14. THIS INDEMNITY AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY,
\
)
)
. ~.,...
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO THE
INTERPRETATION, CONSTRUCTION AND ENFORCEMENT OF
INDEMNITIES (WITHOUT GIVING EFFECT TO NEW YORK'S
PRINCIPLES OF CONFLICTS OF LAW). THE EXISTENCE OF
HAZARDOUS MATERIALS SHALL BE DETERMINED IN ACCORDANCE
WITH FEDERAL LAW AND RESPECTIVE STATE AND LOCAL LAWS OF
THE STATE IN WHICH EACH OF THE COACHMAN PROPERTY AND
THE DB REALTY PROPERTY ARE LOCATED.
15. THE UNDERSIGNED IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT
SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK,
OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDEMNITY AND THE UNDERSIGNED AGREE
AND CONSENT THAT, IN ADDITION TO ANY METHODS OF SERVICE
OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL
SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING IN ANY ABOVE STATED COURT SITTING IN NEW
YORK COUNTY MAY BE MADE BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE
UNDERSIGNED AT THEIR RESPECTIVE ADDRESSES INDICATED ON
THE SIGNATURE PAGE HEREOF, AND SERVICb 50 MADE SHALL BE
COMPI,ETED FIVE (5) DAYS AFTER THE SAME S~4L HAVE BEEN
SO MAILED.
Address:
Very truly yours,
. Ronald Be~an
Charles Dyson
This is to certify that this Indemnity was executed in my
presence on the date hereof by the parties whose signatures
appear above in the capacities indicated.
Notary Public
~~.
,
00289748 04/15/92 16:27:46
- 9 -
:,;':"~"<'"," ;". -:... ".!.-.,:',+.~,\, "~'.'-',
'\
Schedule A
[Description of the Land]
. ~
\
'J"-
". .
. ,
l
~:--.
;.J
00289748 04/15/92 16:27:46
- 10 -
.
~. . ~' , ,'\: ' . . ,/ \ I \ . '. ",-. - \ ~. .. '-. '. ....' '." ,..{" \' ,;.,' . I ..... I . . , I , ~,..,.
\ . . \ , , . .' '\' "I ., . ;- '." I,' '; , '. \}' , I. / ' /,.' ' " . ':.,.",. " I " .' " , . I, \ .
',',', :,' '{', ,', \... .''./ : '.1/'" '. ' ,;. ".", ':--: .' I.:' . J". '., ,\', "., .,' ':" .,';' I "",' \'.,~ '..
"; . I ,. "~ \ ~ ,/, \ .\ , . t , . .' ,,'. \. :. . /', . ' ,-' '.' , . / ~ ~'" \ .' , " ..,' ,
.' :. '_'.:"" /, ','..' '.-". \, , ',.' _, '- .' :,,,1 _" I. '., \ .. ,_ 1 :,..,' ',...:.... ,.' .~", " ~'I\ '"
,', 'I. "". "" I. . ~ : . I ........ _ I. I ~ . f .,~..J_, . r .. ..' ~ . ~.' \- ~ I' \,';.'. \ I " \, ,\. I
. '."_ ,. J ....\.. ....... ~,. ':" .' '/ . \ . ',.' 1\1 '\J ;.
.......
0.;;'
"
EXHIBIT F
ASSIGNMENT OF DEVELOPMENT AGREEMENT
THIS ASSIGNMENT, made as of the
day of
)
1992, by COACHMAN DOWNTOWN CENTER ASSOCIATES, a Florida general
partnership, having its principal office c/o DKM Properties
Corp., at Princeton Pike Corporate Center, Building IV - Lower
Level, 1009 Lenox Drive, Lawrenceville, New Jersey 08648
,
("Assignor"), to THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
a national banking association, having its principal office at
101 Park Avenue, New York, New York 10081 ("Assignee").
w 1. ~ N E ~ ~ E ~ H:
)
WHEREAS, Assignor and Assignee have entered into a
Credit Agreement, dated on or about the date hereof (as the same
may be modified, supplemented or in effect from ttme to time, the
"Credit Agreement"), providing for a loan (the "Loan") to be made
by Assignee to Assignor on the terms and conditions set forth
therein in the principal amount of $5,193,750 to be evidenced by,
and repayable with interest thereon in accordance with a
promissory note (the "Note") executed and delivered by Assignor
to the Assignee pursuant to the Credit Agreement;
WHEREAS, it is a condition to the obligation of
Assignee to make the Loan to Assignor pursuant to the Credit
.......
Agreement that Assignor execute and deliver this Assignment;
NOW, THEREFORE, for good and valuable consideration,
Assignor hereby grants, transfers, and assigns unto Assignee, all
, ,
j
of Assignor's right, title and interest in and to and arising
00291028 04/15/92 16:25:29
,
"
from that certain Development Agreement dated December 21, 1984,
by and between Assignor, and the City of Clearwater Florida (the
"City"), and any and all modifications or amendments thereto (the
"Development Aareementlt) including, without limitation,
Assignor's rights to lease parking spaces in the Parking
Facility, as such term is defined in the Development Agreement,
together with the right to exercise all other rights, options and
privileges extended to Assignor under the terms of the
\
Development Agreement.
AND Assignor further covenants with the Assignee as
follows:
1
1_ This Assignment is made for the purpose of securing
Assignor's obligations to Assignee under the Credit Agreement.
2. This Assignment shall constitute and serve as a
,II ',~
~ :J'
~.~.
Security Agreement within the meaning of and shall create a
security interest under the Uniform Commercial Code as adopted by
the State of Florida. Assignor agrees to execute and deliver to
)
Assignee, in form satisfactory to Assignee, such financing
statements and other instruments as Assignee may, from time to
time, consider reasonably necessary to create, perfect and
preserve Assignee's security interest in and to the Development
Agreement and Assignee shall cause such financing statements and
other instruments to be recorded and re-recorded, filed and
)
'J
refiled, at such times and places as may be required or.permitted
by law to so create, perfect and preserve such security interest.
Assignee shall nave all the rights with respect to the
Development Agreement afforded to it by the Unifo~ Commercial
Code as adopted by the state of Florida.
,
00291028 04/15/92 16:25:29
3. Assignor represents and warrants that it shall:
(a) promptly perform and observe all of the
)
covenants and agreements required to be performed and
observed under the Development Agreement and do all things
necessary to preserve and to keep unimpaired its rights
thereunder;
(b) promptly notify Assignee of any default by
Assignor under the Development Agreement in the performance
or observance of any of the covenants or agreements on the
part of Assignor to be performed or observed thereunder or
of the giving of any notice by the City under the
Development Agreement to Assignor (i) claiming such a
default or (1i) of the City's intention to exercise any
remedy reserved to the City thereunder; and
.' )
(c) promptly cause a copy of each such notice
given by the City to Assignor to be delivered to Assignee.
4. Assignor shall not surrender its interests under
the Development Agreement, nor terminate or cancel the
Development Agreement, and Assignor shall not modify, change,
supplement, alter or amend the Development Agreement either
;
orally or in writing, and any attempt on the part of Assignor to
exercise any such right without the consent of Assignee shall be
null and void.
t
5. Upon the full payment and satisfaction of.the
indebtedness, other sums and other obligations evidenced by the
Credit Agreement, this Assignment shall become and be null and
'void and of no further effect.
.~
J
-3-
00291028 04/15/92 16:25:29
i, -'
.'. '.'d.'
',,"C J."~~'
6. Nothing contained herein shall operate to impose
any obligation or liability on Assignee for the performance of
. any of Assignor's obligations under the Development Agreement,
unless and until Assignee succeeds to. Assignor's interests and
expressly assumes Assignor's obligations under the Development
.~
Agreement. Assignor agrees to indemnify and hold Assignee
harmless against any and all liability, loss or damage which
Assignee may incur under the Development Agreement or under or by
reason of this Assignment and of and from all claims and demands
whatsoever which may be asserted against it by reason of any act
of Assignee under this Assignment or under the Development
Agreement prior to the time that Assignee succeeds to Assignor's
~
t
t~
. '~~
interests under the Development Agreement.
7. This Assignment cannot be changed or terminated
orally and shall bind and inure to the benefit of 'the parties
hereto and their respective successors and assigns.
8. This Assignment shall be governed in accordance
with the laws of the State of Florida.
)
~
. ,
.~
~
j
-4-
00291028 04/15/92 16:25:29
)
,.,."~ . "',".' .~:li:','l"<i>:);~"~"_"".",\,~_""__,,
"
IN WITNESS WHEREOF, this Assignment has been duly
executed by Assignor the day and year first above written.
COACHMAN DOWNTOWN CENTER ASSOCIATES
~
By
Charles H. Dyson,
general partner
By
Ronald Berman,
general partner
)
The undersigned hereby consent to the provisions of the
foregoing Assignment of Development Agreement and agree to be
bound thereby.
~
. _.,.~
Countersigned by:
city of Clearwater, a
Florida municipal
corporation
)
Mayor-Commissioner
By:
City Manager
Approved As To Form and
Correctness
At.test:
)
City Attorney
City Clerk
)
"..'
Clearwater Redevelopment
Agency
By:
Chairman
,
J
-5-
00291028 04/15/92 16:25:29
t
. i 'j
-~
) .
,
..
"J.
. ,
1 ~ "-';:. .".... ~.r::.""::,>;.~.. '~_''\'>. c
STATE OF
)
: SS.:
COUNTY OF
)
On this day of ,1992, before me
personally came Ronald Berman, to me known, who, being duly
sworn, did depose and say that he resides at
that he is a general partner of Coachman Downtown Center
Associates, a Florida general partnership, the partnership which
executed the foregoing instrument; that the execution of said
instrument was duly authorized according to the [Articles of
General Partnership]; that Ronald Berman, a general partner,
executed said instrument on behalf of the partnership pursuant to
such authorization.
,
. Notary Publ ic
STATE OF
)
:8S.:
)
COUNTY OF
On this a , day of , 1992, before me
personally Charles Dyson, to me known, who, being duly sworn, did
depose and say that he resides at ,
th.at he is a general partner of Coachman Downtown Center
Associates, a Florida general partnership, the partnership which
executed the foregoing instrument; that the execution of said
instrument was duly authorized according to the [Articles of
General Partnership]; that Charles Dyson, a general partner,
executed said instrument on behalf of the partnership pursuant to
such authorization.
Notary Public
4liII:O-'
00291028 04/15/92 16:25:29
;
lJ....
.. I
. .
)
.)
J
.}
.~
.J
)
'<'", ",:,:''-1'./~.i:;.~)!''':';'!~'b',~,_" _
., '; ":"'r';'
STATE OF FLORIDA
)
: 55.:
)
COUNTY OF
[ADD ACKNOWLEDGEMENTS FOR CITY OF CLEARWATER]
...:~.
00291028 04/15/92 16:25:29
. <" ...'.....'f.".
EXHIBIT G
[Form of Opinion of Florida Counsel to the Company)
, 1992
To: The Chase Manhattan Bank (National Association)
Ladies and Gentlemen:
(
.
We have acted as counsel to Coachman Downtown Center
Associ.ates (the "Company") in connection with the Credit
Agreement (the "Credit Aqreement") dated as of I 1992
between the Company and The Chase Manhattan Bank (National
Association), providing for a loan to be made to the Company in a
principal amount equal to $5,193,750. Terms defined in the
Credi t Agreement are used herein as defined the:r.~ein.
In rendering the opinion expressed below, we have examined
the originals or conformed copies of such records, agreements and
instruments of the Company, certificates of public officials and
of officers of the Company, and such other documents and records,
and such matters of law, as we have deemed appropriate as a basis
for the opinions hereinafter expressed.
): )
~
Based upon the foregoing, we are of the opinion that:
)
1. The Company is a general partnership duly
organized, validly existing and in good standing under the
laws of the State of Florida and has the necessary power to
make and perform the Basic Documents in which it is named as
a party and to borrow under the Credit Agreement.
2. The making and performance by the Company of the
Basic Documents in which it 1s named as a party and the
borrowing under the Credit Agreement have been duly
authorized by all necessary partnership action, and do not
and will not violate any provision of law or regulation or
any provision of the Partnership Agreement or result in the
breach of, or constitute 8 default or require any consent
under, or~except for the Liens created pursuant to. the
Security Documents) result in the creation of any Lien upon
any of the Properties, revenues or assets of the Company
pursuant to, any indenture or other agreement or instrument
to which the Company is a party or by which the Company or
its Properties may be bound.
,
.t
...}
Opinion of Counsel to the Company
)
- 2 -
3. The Credit Agreement, the Partner Guarantee
constitute, and the Note when executed and delivered for
value will constitute, legal, valid and hinding obligations
of such of the Company, the Partners as are named therein as
a party thereto enforceable in accordance with their
respective terms under Florida law, except as such
enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors' rights
and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in
a proceeding in equity or at law). We express no opinion as
to (i) the second sentence of Section 10.10 of the Credit
Agreement, insofar as such sentence relates to the subject
matter jurisdiction of the United States District Court for
the Southern District of New York to adjudicate any
controversy related to the Credit Agreement or the Note,
(il) the waiver of inconvenient forum set forth in
Section 10.10 of the Credit Agreement with respect to
proceedings in the United states District Court for the
Southern District of New York, or (iii) Section 10.11 of the
Credit Agreement.
Opinion of Counsel to the COMDany
, 11 :t
-;
4. The choice of the law. of the state of New York to
govern the Credit Agreement, the Note and the Partner
Guarantee is valid under the law of the State of Florida.
)
5. There are no legal or arbitral proceedings, and no
proceedings by or before any gov2rnmental or regulatory
authority or agency, pending or (to our knowledge)
threatened against or affecting the Company, or any
Properties or rights of the Company.
6. No authorizations, consents, approvals, licenses,
filings or registrations with, any governmenta1 or
regulatory authority or agency are required in connection
with the execution, delivery or performance by the Company
or any Partner of the Basic Documents, except the filings
and recordings of Liens to be created pursuant to the
Security Documents.
J
7. The Florida Mortgage constitutes the legal, valid
and binding obligations of the Company enforceable in
accordance with its terms, except as such enforceability may
be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or other similar laws of general applicability
affecting the enforcement of creditors' rights and (b) the
application of general principles of equity (regardless of
whether such enforceability is considered in a proceeding in
equity or at law). We express no opinion as to the right,
,
.\
...
)
-.
- 3 -
title or interest of the Company in or to any Properties in
which any Liens are purported to be created by the Florida
Mortgage.
8. The Florida Mortgage is in proper form for
enforcement under the laws of the State of Florida and the
Florida Mortgage is a legal, valid, binding and enforceable
obligation of the Company under the law of the State of
Florida, subject, however, to the items noted in paragraph 1
above. The foreclosure of the Florida.Mortgage will not in
any manner restrict, affect or impair the obligations of the
Company with respect to the Obligations (as defined in the
Florida Mortgage) or the rights and remedies of the Bank
with respect to the foreclosure or enforcement of any other
security interests or liens securing such Obligations to the
extent that any deficiency remains unpaid after application
of the proceeds of such foreclosure.
"
'j
.....
9. Under the law of the State of Florida, a foreign
corporation 15 not required solely as a lender holding
Indebtedness or Liens under any mortgage or security
agreement in real or personal Property, to procure a
certificate of authority to transact business or otherwise
to qualify to do business. As such, the Bank will not be
required solely by reason of the making of the Loan and the
execution and delivery by the Company of the Security
Documents to which it is a party to qualify to do business
in the State of Florida or to qualify with the requirements
of any foreign statute of the State of Florida nor to make
any filing with any court or other judicial or
administrative body in or of the State of Florida preceding
enforcement in order to carry out the transactions
contemplated by the Basic Documents or to avail itself of
the remedies provided thereby.
10. The Property covered by the Florida Mortgage and
all improvements located thereon comply with all existing
land use and zoning ordinances, regulations and restrictions
and, to the best of our knowledge, after due investigation,
there is no action, litigation, proceeding or governmental
investigation pending or threatened against or affecting
such Property or the improvements located thereon before any
court, quasi-judicial body or administrative agency relating
to the validity of the actual use of such Property or the
improvements located thereon.
11. The lien priority of the Florida Mortgage will not
be affected by (a) any prepayment of a portion of the Loan,
~
)
t
.J
Opinion of Counsel to the Company
.
I,"';..', 'i ,'.;'c;<.L
i
)
,
tJ
)
~.
- 4 -
(b) any conversion of portions of the Loan to or from Base
Rate Loans or Eurodollar Loans or (c) any reduction of the
amount of the Loan.
The foregoing opinions are confined to matters that are
or may be determined by the existing laws of the State of
Florida, including the laws of the State of Florida governing the
choice of applicable law in interstate co~mercial transactions,
and we express no opinion as to any matter that may be determined
by the laws of another jurisdiction.
Wherever this letter indicates reliance upon a
particular document, instrument or communication, it is
satisfactory to us in form and substance; and we consider
reliance by you and us reasonable for the purpose of completing
the contemplated transactions.
The foregoing opinions are for the exclusive reliance
of (1) the Bank and its counsel, in connection with the
contemplated transactions, and (ii) the Bank and such successors
and assigns who acquire from the Bank an interest in any of the
Basic Documents; but reliance by others is expressly precluded.
This l'ettermay be made available to others for informational
purposes, but it is not to be filed with any public agency,
quoted or referred to in any such filing, or otherwise published
without our advance written consent in each instance.
Very truly yours,
~~
Qpinion of Counsel to the Company
_ ',~ J ~ ,,;
.~ ,;~." ",". .
"do',-',,
MAAS BROTHERS TASK FORCE
1991 .. 1992
FINAL REPORT
TASK FORCE MEMBERS
Edward Mazur, Jr., Chairperson
T. James Graham, Vice Chairperson
Bob Bickerstaffe
Hal Ebersole
Greg Jewell
J. B. Johnson, Jr.
Robert Kennedy
David Little
Joshua Magidson
Phoebe Moss
Wray Register
Stephen saliga
Nancy Simmons
Jackie Tobin
Debra Weible
PREFACE
The 15 members of the Maas Brothers Task Force would like to thank the
city commission for giving them the opportunity to serve our community
through our involvement in the analysis of options for the use of the
former Maas Brothers site in downtown Clearwater. This property, and
the surrounding bluff, are considered by many to be the most important
acreage within the City. The type of use allowed on the site will
certainly have a direct bearing on the success of any revitalization
plan for the downtown area, and all Task Force members are pleased to
have had an opportunity to participate in this decision. It is our
hope that the city commission will give sincere consideration to the
recommendations contained in this report.
Special thanks go to Cindy Goudeau and her staff for their assistance,
al ways provided in a professional and unbiased manner, during the seven
month tenure of the Task Force. Her patience and guidance concerning
the Sunshine Law was extremely beneficial to all members of the Task
Force.
MISSION
In late 1991 the Clearwater City Commission appointed a 15 member task
force made up of people with diverse backgrounds, occupations, etc. and
assigned the following mission statement:
MISSION STATEMENT
To reoeive publio input on and study the potential uses
for the 3.8 acres of bayfront property which houses the
Haas Brothers downtown Clearwater store and make
recommendations on such uses to the Clearwater city
commission in the event the City is successful in
acquiring the property.
The Commission also recommended that the Task Force:
Receive public input either
identified for that specific
developed by the Task Farce.
through
purpose
public meetings
or other means
Review city Charter, ordinances, resolutions and other
use restrictions currently in force and the philosophy
behind such restrictions.
-1-
I' .
/~ <;: . { :, \ ':; ': . '.::,~'i :";,/' ;Y> ":,' ."> ::~:;,-,'i:"?;:/< ;.~ ,'::/,.\ ,,'i),,;',,'" ; >"';,;,; ~:. '.~ '.'. ':
~ . I: \ ~ " ,'O I I I ,\ ,?, .. \ ~ 1'. ), J J \' ( ,I' i ' . ' " t \.1 IJ I \ ~ ~ I I . . '" . I , \' I, " '"; .
Consider the costs and benefits associated with the
demolition and removal of the retail structure and the
expansion of Coachman Park on the site.
Assess the financial implications of removing all or part
of the property from the tax roles.
Examine the feasibility of new development and the
financial and other benefits that such development might
bring to the city.
summarize and make recommendations in report form to the
city commission.
The Task Force began, in November 1991, meeting twice per month and,
in January 1992, both meetings were dedicated to receiving input from
the public. More than 75 presentations were made by residents,
visitors, business persons and other concerned citizens. Historical
information concerning the original transfer of ownership of the
parcel from the Coachman family to the City of Clearwater was
presented by the League of Women Voters and is included as Appendix
I. While some of the presentations were made on behalf of
homeowners' associations or business organizations, the overwhelming
majority of the presentations were made by individuals who wanted the
Task Force to listen to and consider their opinions and
recommendations.
The Task Force also received input from virtually all departments of
City government including Parks and Recreation, Public Works,
Building, Planning, Environmental, and both the city Attorney and
ci ty Clerk's office. Members of the Task Force visited the Maas
Brothers building on two occasions to become familiar with the
conditions of the building. In addition, the Task Force even
received input from a consulting firm that ~oNas in the process of
assisting the Tampa Port Authority with evaluating recommendations
for development of the waterfront area in downtown Tampa.
As a result of the above, members of the Task Force have dedicated
more than 350 hours to public meetings and perhaps significantly more
hours individually researching the issue.
While financial information was made available by city staff and
included in Appendix II, the Task Force did not have the resources or
time to consider all options from a financial viewpoint and, in fact,
agreed that the most appropriate solution may not be the one that is
the most cost-effective to the city. This is confirmed by the Goal
statement approved by the Task Force and stated below:
-2-
.. ,
';/ ,::.~ ~ ~. , . '~!. .':.:: ,:' '.' ..;.i. : ~ :.' <: :'~ :~..:> ~ "~. .:/ .:. ,": /:~, \ ~ ".<,', ,~.:,~ \.'~'~ ,J;. . ,:.:/.~ )': \;'(:~:': ,: .:'::.:' >~ ,,':':.,:.';. .t~,::'.\:':.' "~o'.,'~ >:':;":~; ~:~~/::> (.~~:- i~: :'. ~~. ";~' ,:~;<:. :..: .'.'. ...<.....~~ .:':\'":: .'. ~.~'~.:.:..: ~.: <:~
/'O""';;';""';;,;,.:.:;_;;:..L:.:_,:,..... .... x;....,,~ .'... -. ", .." \ \ ' I ... . ,', I .~. ". , ., . I.!.~. >::; \ . /, '.. 'I . '. I ,
..ll';"~ .,~"_'\I,.'~/"-' ~.::\. ,'';' ,,'_..',;'~. \.." ;~,.)~.' ."\'.:. ~~"\" ,_:J.. '1,,',.....,.'. ~r" /. I\~.". " '!..-' ,'. . .II...,.~..,;. ',.:' /'./.',:
GOAL STATEMENT
The recommendation of the Haas Brothers Task Force should
propose the use that will generate the qreatest benefit
to the largest number of people and bring peopl.e downtown
while providing as much green space as possible,
maximizing the view of the water, minimizing or
eliminatinq parking on the water front (below the bluff),
minimizing the risk to the City and maintaining City
Control of the 3.8 Maas Brothers site throuqh a lease or
buy back provision, if sold.
If possible such proposal should bring commerce down. town"
increase the tax: base either directly or indirectly,
address the traffic flow in the area, provide a
transportation hub to the beach, distinguish between the
bluff and the lower lands, address the coast l.ine and
harbor while taking into consideration other task force
and consultant studies and recommendations.
Task Force members debated extensively in order to develop a
recommendation to the Commission that came closest to meeting this
ambitious and all-inclusive goal. Since the backgrounds of the Task
Force members varied greatly, so did their opinions and
recommendations. Some members felt strongly that the reC9mlnendation
should address the entire bluff/waterfront area rather than just the
3.8 acre Maas Brothers site. It was agreed, however, that the primary
recommendation of the Task Force would address only the Maas Brothers
site in order to comply with the directive given to the Task Force by
the city commission. It was also agreed, however, that a secondary
recommendation could be made by the Task Force, if a majority of its
members concurred, that would address the remainder of the bluff as
well as other areas in the vicinity of the Maas Brothers site.
Several members presented the Task Force with written recommendations
which are included as Appendix III to this report. As a result of the
complexity of the issue and the strong feelings of the Task Force
members, .two meetings were required to discuss possible
recommendations before a majority of the members agreed upon a primary
recommendation. Many motions were made but not approved by a majority
of the Task Force members. Since a review of all motions, even those
that failed, may provide a better understanding of the feelings of the
Task Force, a more detailed explanation of the motions and votes is
-3-
.
.' ..... .:..l~ "_ _. 1- ."~....\~ .~~: " "... I,' .....'".~,. 'r', _,' ", '.' ", .' " :.
, I -/' "'. I ,J, '. ' \ t . I,; \ I '\ ,\ . ' I
\
included in a document entitled "Maas Brothers Task Force Motions, May
27, 1992", as well as the minutes of the May 14th and May 27th
meetings. These documents can all be found in Attachment IV to this
report.
It was agreed that, in order to arrive at a consensus, the initial
motion/recommendation would be simplified and only address one concept.
After that concept was agreed to, other motions/recommendations would
be made to embellish the initial basic concept in order to address
other issues considered important by Task Force members. The primary
recommendation and companion motions are outlined below:
PRIMARY RECOMMENDATION
The City Commission enter into neqotiations with the
Florida Gulf Coast Arts Center (FGCAC) for their proposal
to use the 3.8 acre Haas Brothers property. (Approved 11
to 2).
COMPANION RECOMMENDATIONS
1. Whatever property is not needed by the FGCAC
west of the facility be made into parkland 0
(Approved 9 to 4).
2. Any expense involved with the demolition of the
building be borne by the FGCAC. (Approved 11
to 2).
3. Ti tIe or control of the land should remain with
the city. (Approved unanimously).
4. A civic room/auditorium. that will hold at least
500 people in a banquet setting should be
included. (Approved 10 to 3).
5. A public restaurant on site, with a water vista
and with a capacity that would qualify it for
a beer and wine l.icense be included. (Approved
10 to 3).
-4-
". "
6. The city and the FGCAC consider providing a
transportation hub OD the site. (Approved 9 to
4) .
7. If negotiations with the FGCAC fall through,
the building should be torn down and the site
put to public use and/or parkland use.
(Approved 9 to 4).*
8. There should be an opening of the vista on the
south side of the building in accordance with
city Code. (Approved unanimously).
g. The southeast corner of 'the site should be used
by the city for access between Cleveland and
Osceola to include the closing of Drew street
on the west side of the property and the
expansion of Coachman parko (Approved 10 to
2).
10. Drew street should be closed south of the turn
basin and Coachman Park extended to the water.
(Approved 11 to 1).
*Note: At the May 28th meeting a motion to reconsider
this item was made and duly seconded by the
prevailing side. (Approved 6 to 2). The
reason given was that the motion, as it stands,
could be interpreted to mean that the Task
Force was in favor of making the entire site a
park. After considerable discussion, it was
agreed by a vote of 5 to 4 that the original
wording should not be revised.
OTHER MOTIONS
BLUFF
Some members of the Task Force felt strongly that the primary
recommendation, which addresses the 3.8 acre Maas Brothers site is
only the first step in addressing how the bluff/waterfront area might
help the revitalization of downtown Clearwater. Although a motion was
made and duly seconded proposing that "in the event that the city
-5-
. \ \ I . ~. '. I \ I ! I (' J \ " . 1 I. . .. . ,
..............,.<,
I
aocepts the 3.8 acres for the Arts center, the remainder of the bluff,
including the Library and Chamber sites be put up for redevelopment by
private enterprise", the motion failed on a vote of 6-6.
!
i
!
.
CRA/REFERENDUM
Finally, a majority of the Task Force members considered it
appropriate to recommend to the Cownission not only WHAT should be
done, but HOW it should be done. Therefore, two additional motions
were made.
The first motion addressed whether the 3.8 acre site should remain
under the control of the CRA or city commission. It was approved by
a vote of 7 to 5 that the Task Force recommend to the city commission
that the parcel remain under the control of the CRA.
The second and final issue to be addressed concerned the possibility
or need for a referendum regarding whatever the eRA or city
commission's final decision may be for the parcel. Although the Task
Force members were aware of the city Attorney's opinion that a
referendum ,vas not needed to comply with the city Charter if the
parcel was under the control of the CRA, it was the oonsensus of the
Task Force members, via a vote of 8 to 4, that, whatever
recommendation is put forward by the CRA or the city Commission, it
be subject to a referendum.
-6-
.J....
ti:iY.!.:"':"'''",
APPENDIX I
. .,,', . . . , .,.. .' . . .,...... ~ ': '~"'~. \ . I I I J' . I" '. ., I '.. .
F~ ... - ~...
l. ~ S I. .....r Ct.:. ~
"7
7 _7 r,;...'. ,
I /- ...._
Lee~ue of ~~~en Voters
...-
""f' the .." Q~"""'ater "r"'a
v_ v.. '-'__c..._ ,. .1 v
----
reap; .~:-.. 1.1";' .
CO!:'li f\lSSlon
Pre-.s
CllY Attorne'1
CIty c~~() :. \f!,'O'.
03H~~ ;:
JB?~ ~ ~ Hi ~ rm
-'"
P.I3TOP~ CF r:r:V2:::':'~~: ::s:~ CF :~I'J'::::FT :F ?,;,,~i:L..~~~D
f\ P G
... v
3 1981
~-? CL7 .::,J...\",.........R D.'.,..Trr....~...1T - '~rr<'-c-rm
_.J... ~......~\..,...%.ooJ. ~....._~\,.. .'::L.n_.:t .'.l.
'C IT'{ MANAGE"R
Cur inte~est in preservi~5 the e,en space ~n the d)wnt~~m
bay~~~nt led nRturally t~ lo0kln~ into its ,ast history.
~~ have n0t had e~Ju~h tiae to do a tharou~h ~hec~, but
\'Ie l-.:".ve "'t1t t')-ether-~:':'.c.t ;'1e 11':;V6 f'el:nc from the dsc1.~.::1ents
end records 'Ire-ressarched. ?or ~'ih8tever v!?lue tl:ey -;:ay
have to the c:D::1issl~ners ~.lho 1'li11 hC!"'!6 t'J Cie':e tt.e deoisicn
as tJ the bayfront's future, we ars passl~G a:cns our find-
1ncs to date. T~i3 studt 1s licited to that p~rt of the
bayfr....nt f~..';fJ 8sceJla t,~ t:':1e 3ay and :':'08 J:ret'l 5treet to
.; , .:::: "'Tn' nd
- -- '-" -... .
:~: t e :
..~t :.ne tiDe ::1~:c~ ~f t::G Bayfr-:-:nt ';'18.te!'line \.;as fe.rt:.6l" '::8 at
than !. t no....r ~s. 50::1e of t :~e area s lJn.-: the C -',':n to I'm be~::' !'':")nt
~ ~
is filled stlbI:ler~ed l~nd.
......
J a:1 .
":)f"
G.. J
1926 - T'ne Trustees ~f the Intc!"nol Irjp:rove:;ent ":\und of ?lorlc.a
s,ld to E.H. and h.S. :oac~~an 2.52 acres of s"bce~~ed
land. The~T already had En ql~ireG t1:.e upland. :~:.ls .....
~ro~erty \;[:!s in:::edlate1y south 0f the I1br'ary and. '..!~S
kn'::n'1n as Coacr..r.lan f s ".3ay He-II" r.'ro~e~...t~T.
3o~etl~e arotmd-~:~yor }eorge Sea~J i~structed ~ity ~tto~ney ~alph
1943 -1945 J.icrLrds to obtain for t:':.€ c t ty a 1: r~e tract 'Of' l::nd
at the n~rthwest cG~ner of Jsca~la a~Q Cleveland
Streets. L~ a rec'~rdine; o=de on !:ey 2, 1?79 ?..alp,!:.
R:'chards sa id: "'.Ie decided t J 1:u::/ n ;3ocd deal of' the
waterfr~nt to ~2~:e it a. baaut~~ul ~itJ ~n t~e ~ater.
:::: tried to €Sa. Horace Cn.:1C~_22.n to :i.,.re it tc the IJ:!. ty.
He ,'l:ll'"'ed 1n+o ~).r Of"J:'1 C6 ~nQ" Sl:l~ d ,: ~C ""Cr.' 'P"""e
... 1 -.. _ t,J ~;.J - ~ - .::..- , -, - If \.... ,\_' v. _....L
?i~st :~ticnal 3an~ loened us ~30J~:O a~e the 3a~k of
Jlear~'l:!ter ,(:::C,CrC" I s~~3Gested to the ~ity cocDission
that they dedicate it to tte city. I 3~~uld have
insisted that the" dedicate it. '.'1hen t:-_lnr:s cer::::n to
,ick up, alon~ ca~8 :~es ~rotters end ~~nt~d to......tuJ
,,~ .
that f!rou:ld.'
......
~{ov. 5, I9l:. 3
In' a letter to the .~it., '.:,)G~.::3sion, ~.2". Z.:i.
offered to sell,his 3ay r.a11 pro~€rt? t: the
Clearwater for ~4C,CCC ~roviGed the ~rOr6~ty
used as a public ~~r~ but not cther~1se.
::;:>3 cr.::an
"1+v ...f"
'"'-"J -'-
;'l~ S to ~e
.:'=In. lr. 1Clt!::
__ ~I -~ r~,
The cin'lt::s::;f t:--.e cit:r r::~::,:'~is2~:'In I; etin: 'Jf tl"i3 c:C1te
records that tl:e c~c:::issi,)~ 'roted to ':";ul"'~he.se f~O::1
.,., .. "0 C1...- n -t a .........1ce of' .I.C C"'r" '&.r~ J:'''''lo'.~Y''-
....:... ri. ..., 8 l~a =-: .".. _ ,(-:-"', '-'-' .......\J. J...J_ .._..&.~
'''r~'''''e,...ty bet",ee"'" the 1,( br~""'" ........c.- '10'1.01 -'nr' S'"rs<:lt _c=.~..-4....c.-
. " \wi..' _ \- _. ... ~ .l. ::.....; c:..... J _ ..... _: ........... l" ...., J
~r0!ier't~r fr 'ntine; on Osceola .~ven'Ue 2CC ft and !"un..~in.~
- p.2
~
June 6, 15'49
.-it:G- 15, 1S'A9
c..:t:ne
,L.1.
- ,
10 !: Ll.
. ..I .
\-lest 725 f't (d1r.ensians incluc e street):
L:)t 1 tJ 5 in~l. 31~c .\; L~t 1 to 6 incl. 31:: 3;
Lot ~ to 6 ~n::;l. 3l': .::; Lot 2 to 7 incl. 32:: D
Lot 2 to 7 i=:c1. 51:c ,s; Let 2 to 6 1r:..cl. .:311-: F
., :'il~77" 'l -:1" ~'P '-:-;,~:', --":"-'0- -;rp. ~7 rp 20 'P....;,- 7
v.~,-,L..I.... .:.._ ..,J.. ...J_.'~~W ""-...,--~.-....... .... ..........- 'J" ..)...:;....
T!le o1nutcs ~f a city c:~m1ssiJn ~eetinG on t~is G~te
read: ":;itj _~tt<)rney Krentzr:~al1 repartee that he had
found in th.:; ;-:nutcs of tl:e '':Ji1~-'i~ SSiOl1 ,)f :;Qvei.iber 15,
194; & lstter :'rol'J ~:r. E.:.E. Coacr~8n of'fe::,"in;- to sa11
the 3ay Hall :ro~erty to the :ity f~r ~4C,CC~ provided
the ~ro~erty was tJ be used as a public p~rk. :Io action
"/::JS t..1'''''n "'n ~"r ""oa"'\'" ""n's -p'"'1"'o""",1 at t\....,~ tAt"e
_ .. ....IW. ..J .1. . ..J '-'....L'~c 'OJ. v":;" _ l.lC\ lJ J.,J.."
The minutes cf the .:or.~:':issiQn f~r Ja:1u~r:T 15, 1945
records a :1.....t~an by ~.i".}r~ce, secondec. by :~r. Lc,..e e.nc
c.~rr~ ed thLlt t'\...J.e ....-\ t.. ''''u~''c'~!',s(:;, t.....e ..-.,...f'"\,.....e'Ylt~T f''Y\O~., ...,....
... _ J.,J J_"J 1# - ...--\...... .- .......--'.~....J _..... ~ .-L.
.,. t ~ '4f"' "''''''r. ,- . -- . t. 1 .
oJoaC:l::1an a a cost or ,"~ 'v,i..... ...r. .:~en Zi':';an &..50 reac.
a '~tte"" ..l:t..........,.. ........ O~.,,...,l.. -;~"'..a.,...Q.s "'...,....r.er ..;t~. ..tl."r"'e'r
__ . _ ~_'...n..J. ....... ..'"~ .L~...:.. .r...._J.1... ,J. -'_.~ J_.j'" ,-..1 .... j I
to ::r. C'")2c:"'cun, in u~-_ich i.~. ::Ziche.rds told ~.:r. ':;:;acl:rJsn
t~e ~ron3rt7 was to be used f~~ 22r~ ~ur~~ses ~~d would
... .. '" to ....
.oe nr>ced "...........-=: ....,.... rt ~~......,..II..'n ;.~ r.::""e '"'f'"\r -."'''''''n .,... ,~".. -
., v./<;;.l,,;f_I-13__ _.... ~. ....... ..- -~,.. \..> ..;;1(.;__-,..0 , . e.__ e
""ent;n~ '.1"S -:' -: ....."'..,"''.-:--.....n ,.!~- ""resent ~'nd as."rec.-
,;:) - G.I.- . ..... .... .,..'-.'h........., . c..:::l ;! --- ~...,'
t'\...e ..,--....r.,~-s~--n '-\.."".A. ':.,..,s .,......,"''h..,,..,,... \"ol"d r......""..... t'.... 15 "'I.
..:. ""'-I .~... .&....,;:) ..... J.6" iJ..LJoO l.I ..... . ...J;...;....-, .....,..,4".Jc.... , ...- 0- =..&...L t." ...0 J. \" .
re~uested by t~e Jity ~rovided she had aSffilrance that a
nark would be crea ted and ;'lOuld be naoed "Caach."':lan. Perk".
JooDissi8ner Drew ~oved that that ~crtion ~f tte rro~erty
acqtdred ~"""O"" -;' .: ("-':If" "~""n H; ~ ch ~'a" .,...o.,...eo"'+-..... 'De c"os"'--
._ _.. C.orI --.I_ ~...o ..., J~~ .. C'.... ..-- ~_.4 aJ "_\o0oi'_ t;;,~ "':'::4 ""'" _;.;.
n....t..d!:ls a ......-1". -'.",,'1 ~e n'-'-6Q' 1I...,............'"",.'Y'1 -::.,.,.....11 ..- ..,..s tho
:::, C...,4 :..-=~_.:)", .:::J.:.......-..;._ t.. :1.. v'.Jc:;.L.;_.':..lC;~_. _.:.,........ :::~ ~'d.., .._'\oJ
"nte"lf-ir-.n ....~ t1"e "1 '-.. -,.... ...-1 S3-1 on a'" I."e t""e t''''e ...r"'....-..,.,tv
.... ...,....., ..Jl.. _;a wl_ '-1..1 \..0....,;....._ J...... '...: lJ..~ J.l... u~, ...J~.:",;_ tJ ,
was acott1rAd ~"'~~is""1 ~~-.,... ~~c'- ~e"'o~~ed t~e -.....I.-I~n
_ _.. ..11_...1.... .::J_ J....~.. ..J_ .~.:) L; J.J.,-, ...._ 1.._ .J..:....J
and "'+ .cC1r""'~~d '-., "11':1 u.'..~im:..us v")te of' t-.....::: ......."....1..-i.....n "
. .1...... . __ l.../ '-'.... l.c..... oJ _ u....... JV...l.l. oJO oJ .
, -
~4inutes of c~:m:..:.s51on r.1€Gtinr: :,.f this c?te reae.:
--
II.0...."iss10n...... ~..........'n :T1o'rr>~ ..l,..,....... ..'....e "i"" .,!'\""".'e"'" '\.,- in-
v ....1., .'I~ -..I_.J ,I ..,. ""","- ~!....c:. t... t..._4 ....., '"'II .<.......::-.;.:;. _ -.I:;
st....'u,......e..:l to 'h"ve a .....1.'t .......,n....""r(.'l~ ("If' t'-e "~""=:e\"""1T :;L....iy,ess
J. '-..I "" \..\ J.: c:~. c;... ...J. _~.,f..\ ..."\,,.... - - 4e -c....".""'" '~tJ ..- \.,J ..
:C1;:3tl":..ct sho.li~.:-: tl:e :E:.rt \'r~:ic:-_ is t~ be useG fc-::' :"::l"'k
pur~~ses, that It be ~ediooted as a Fark and n2~ed'
ll""''''c''''''''''''n ~. .....1_11 """"0- ""lce t~...t ....-::l .,,....._-,~ .-i "'n ..,."",......."1. C.....d
'-III-=, ,....Jc... .;,1.,.:.., t.~:lL :, _ J --~ '-'J,."""" v"....J..J..:...,:)~ wi.;,. .1..::...,,,.........,.J.
""~T "";,cs.....luf-i.....n t~-:.. tl,..,Q .......,"t .....&1 I-'-~s ..l....rt.....el...t..' ."':)\', u.....~.=.....
....J,.J ...",..J ~....; 1~l;.;.1I ......_ ...._. ..._ u...._ - "",_.. ""''''..... ......-.
lease ~e dedicated ~Jr ~:r~ ~u~:oses as t~ e 1e~ses ex~i~5.
T~e ::iotion ":35 seconc..ed' ~-;.. :;.~:-...::iss~::;nGr ~rei'l a:1c c?l'~iec
unanirJ :)us 1~r . "
.. a 'cin1 sesC!~o"'" t......- "'~t.. ......-t.......l...s,..,-If"I...... ':"'I1d t~ ::~;.'\s
.A: ... ,3....(;:... ...,...._ ...c ..J-'oJ .....J.._ U_"-. -...- ..- -'
~""os f''''r c"'...-er....A -1 t'se . ~ t.. .~'.,o.....erty 'fr'"'nt1 n- 1"'1'\"\ t-t"e
-J. . _..J ..,._~&. v':"::\ L '''''':'.i '.-.~'" - ..'. - ::..:.: ~.. "....
llo::,th side of ':;leveJ.E\nd 3treet beGi~i::l~~ at Go ;o:.nt 135
feet ~Test of Csceo1a .;ycnue,. i..ith a :'r:nta;e: of 4r.C
feet and a depth of 13C fe~t, fer ~12C,CCC cas~; in ad~i-
ti.:;n I..:aas 3!'oa. 'dould s:;end i; 55, ece to ccnstruct a carla
shell end install a publio p9r~inG lot in ~o2ct~~n F?rk.
~t t~is ~eetin~ the :lt7 ~ttorney read Q letter ~r:~
.. "r' _ ..., -;-.." n "'f-'='p'r'i'''- t"" ;....U., a ...,.....t oJ:> ~~..e 1t..
....r'. va...es :. L.~.::;...r.o '..,1 .l.~_ -_..; ...... oJ .'--. .. 1.1.. J_ oJ
.......,...o-.rt.' ".,... """r-"r"'o ""...""ted 111. 1'1" .,c.4.to.... +-')..-t ~e "'~d
~..;_:.t: . .~. .....c.:.;,.:.l.~ .:JLJt.: _..:..0 ~",'o"j '-'- ..14...-::1. ..... ---
el1deRvo:::"od t-:-: clc on t~~is '9:!:''J~el''t~' ~ '::is ::c.-::!'s ~:J ~.:lC i:'i.'.d
'L..een i""~""""'::.:I t'..~ t .; t ,,'-:or:. '''P5 -.,..."r,":!r "'",,,,, ..............'P ....ur,...,c>=.eo..
l..,; .. _._ J_ ..j~{J .'''' . _ ".(....... . .... c_ ., v....... .. ",J. . -.. ..." ~.... - -
':;':H::;:issiIJn.e:" :-:en:'1Gcl.' st::.ted t.~at tr-.;.e ::.r',jce-eds :':'J!: .....r.
i..a:;urnJ's 1J:"~el' \iol.:ld not 6ns:~le the ':ity to c:1....r~T 'Jut
~ ts ,"l"'rts f'...... tho ..:l..ve',....,......IE~.....t o&> -,"'...c:.......... 'C. '''k
J. 01 :.... ~... _~. ...._ \..4.. _'J ""'. I...J. .1 1toJ_ ;..,.... "-_.:::_. .... _ .
...
;'. 3
:.:.r. Lc '!.a ~~ :::->e \'l ad d re sse c t 1A...e : Jr:::: i s s ion 0':);; v S in.:~ the
. . ..-
s el co:' : : t :. - ~ 'l r e :. ' t:' que tin.: f 1" C rJ the r:i i n t1 t e so:' the
:1t~r .:;~.: ~. ~3ion :f .'ltl..:;. 15, 1949 to 51-:0"[ thst it hc,d
:;e~n the '1i:.c-:nti:-n;f the ,:>)i';~1:?sion at tl:Rt t1i:1e to
dec.1.crte ~e lea..ec::l':3velanc street l:rO~Grt'T at such
, . v
ti:;le as tL~ le3ses eXDl.!'ed. l~. I:re\'l said it \'laS 1":.1s
'J:--in1~n tr..et t:-.e CltJ should e.cquire r:ore propel"ty for
p3rk pur)oses r~th€~ t~an G1s~os1ns of t~is ~rope~ty.
CCC1iJ1ss1()ner 3ates sn1c the :J8::~r.:1ss1on Was not e::lbarlred
on a p~o6~am ~f the disposition of wnte~fr~nt ~roperty
but see:n~ if 1t ca:1not lr.:o:::,ove the v;a terfront oErk s1 tu-
a tion by ta :dng tr.is op~ortttn1 ty fox' the use and develop-
T:1Gnt of C0acr.::ian Park.
The Eavor co;.:rr:~nt e d tha t the re ~'lc?S a ~ro\.!i:;.'1~ tendency f ')r
v ~ _ ~
the business district t8 eX~and to the east and the Cu~-
~1ss1an, by enc=uras1ns ~ae~ 3rathers t~ erect a larGe
buil~.in3 a. t this lacE. tion l:o!Jed to be. 1..Ein~e the business
dist~1ot and telp Dreserve real estate val~es in the
dOi.mt 0\'111 area.
... ',3 ,..., t
.;:) I.:; ~.1 .
16, 1955 On tr.is c.::te' tl:e .':;i"::y ::o:"'iu1ssion pessed a resolution re-
vising a previous resoluticn of ~sc. 27, 1954, dedi~ctlnG
an easecent over and upon the 19nd senera11y west of the
~~~s 3r~thers buil~1.n~ slte and SJrne or all cf the
'''''''''ac''''''-'''n 'Par'. ""rt"'\""'e.,...t-~ nort"" ....f' t'''e "a"'s ,"\'Y''''l"'\.....Y'.t- to \...e
o.J~ .:.ll....1c-. . ::--.. _v ....I~ _ ;; ....1. ~_ .1._ .- C' .'_ "'~.",,;".1 L.:
tised for .~u'blic r.~lr::in~ end for i::aas 3r.)t:~srs' :;~r.r8ns.
fire rQ" olt.l'1.1'""n 5:" e c04 ~ 1 e'-d t'\.. ~ .. Il~,~ is":: ed~ ," ~ t~ on :..~ e ~ se"~ - "" t
--.. -~ ...,..J... '....:...~ .... ~~C, \."I ~~~_ \.. ~ ..,.:~ J..... v_ ";'l ..,c...
1s tn the public' only e~d ~oes net Cause any s~ecial
ri:l~t3 C:1:" ~~i vile:::es in Gr..~ to said .;!'.:J....ert~' to :..n~:re to
any ~rivete individuals or ccrpareticns or to tte owner
0,..... o"me""s .....of' t~.,.~ c'o~r'Q'Y'c1"1 G-""~e'o""":':1el1t .....n..e-:...l....ed in
- .... \ _ 'J_. .10,.,. w.... __ _.:.. ..", _ .J...... \j _. ,." ... J _ U
the vicinity of the pro~erty ~edi~;te~.. . . The ;ity
~pecifi8a'!..ly reserves 1L.'1':o itself tl:e ri-ht to en:: r:e fJr
,.?rkins Gn the above .::ec1c~ ted '.~:......c...erty. n C,~e :;.1:6 in tha
~rocess or search1n~ for anv revised versi~ns of t~ls
. -..
......r.:.c:01ut~......n ~J\...1 r>'r r:'~'T ev~ s~ )
......-..... ...J..,- .J...:.._-__ &!c:.~v "~.." t..I.
June
lJ.
. ,
~~e :it] J;2~i3sian ad;~~ec ~es~lution ~fu. 62-7C cedicat-
ins as a ,ttblic :"~'rk and :'or re~re~t1Jna1 pu.r::>"::ses for
t'ne "se a;"r be'Y'~.l'>'" 4. ......,:1 "'-c: ,.,.l ti,ycY'\s of' tl~~ ::~ tor o'P
....... ........ ..OJ.. _\...I .J... \........, 'to,J_ ~"""-- - .&....., ""- J .
:lear'.'la ter:
1S:62
L~t 4 of 2~s~~nfs & 3eskin's corrected ~ap of ;auseway
Jus1ness I;i~'jtr1ct 25 sr:8\'ln in :-12t ~ool~ 57, -pe.;e 1,
?ublic ~ecords of Finallas GOlmty, ?loridaj less th3t
portion ~n the a~uth of' SGid Lot 4 used f~r street
pu!'rases;
.
,'TT\
... ~ ~JJ
All l.:nd l'.rin~ bet',.;een ~sceola .;"er..ue on t:--.e Zest f<:1d
....., ". .....~" "'..:l -::; 'l'-'~ ~d T ~ ..1.- "1- ~ t. t'.. ',...~"..'I.... 1':
1.1116 ..,j. _ aysl..t. ~'.., ..J....6: ....~ne In I.!.:.e . O;:;:J, .l..e _\..1.. \..l.~ _ ..1.ne
......f' .1.\...;" ~-U"'i' '")t::: "";.::e4. -~ :..:.::..."".: ......... c ~"'\.,.~...,...- ~o 3""ut'"'l
'.J.. ....,1.\..;i #IIoJ, '-.. ;'._' J. ~ ., '" . ...,,_ L, \.0...... .. J - .,..0 -: -." ." -.J
.::r- 1;':";; 1:; '::' stan t::e ::--; !'th; .-:!!c -:1:.e :>rth 1 :':1e of ~l.~~S 5 t
~ p.4
..
"
:'}u::'t in Sect~)~116, :',,)'''l1sh1p :9 SJuth, .:E,~"e 15 'zDst
c... .. '- e .:.; ~ u t \..... . , ;:l S M the ..... ~ .&. 1"" 5 J:I ~ e t . ",.,.. ~i 1 ~ - .., t l~ e
-oil "".. ....,., .L...~ __.J .&.., .-I~~V l..,. .;..C , c;;...,-. -::.=..:; ..
~:orth 75 feet ar.d tre ','/Gst Ira feet far ~~o:'Jsed ::'.;Jw
S:reet extensi~n.
Ml--e l"'prk \.,::1.... ..A~1-n..tAr' !:I.J~~. n.r:-1..ec.:.i II"'"",C'~"'"'''' i"'\'"'l'~11
_.'''# ....-. f. ~ "" ,,1:)_.. "-,,,,-,:. .... _ \J":' ..4..U,;'....l "'."-.
oap t.
21,
15'76 .;ft:r r.a::in~ a stud:r t-J develop [, :lee,T".:uter D:"....:1t-J\.:n
P1an~at the request of the :1ty of 21G8rwFter and t~e
r>~'{r~tm'm t-svalopLient =o~rd,' ur~al1 desi:n ccnsulte::ts
~tT!-T .'r""'''''''c1!"l'''cs .....ec~..~-e,.,def'l th....t.
4_J..~ ~1.:J~'.J _'-"I.J ... _...~,. _.'.....- ..::-. .
"~rJoe "!aterfr0n t erGa sl-:c".ld be de\Teloped 8S S !:,utl1c
r8S01.lI'Ce 'It '.ere dc,.;nto"m l"'ecrefl t1c~al and Jr,cn s,,;;: ce uses
r~re fecused. Fub11c nc~ess, :-8th physic[ll' ';:1~ ~rl~i;~'l,
to the waterfront should te ~evelcred 2~d e~~~nced.
.
. . . .
.
.
""7l'''I0. ,.f~+-QrJ:O''''''''''n4-. !::l"t::!:l ~~~,....t,l,.:l.....€ ~j..'n-'~"'~T "_._~.~..:.-r.:~ ~.~ ~J''''''.'~
__J._ ,,_l.,.,_ __'J. '- ...... .,(,;;4 ::;)___ .._~ _ ..-1._ """......:....:;_.; "'''-fL... __ _
c:)\'r.ct~:n'l~ .:J.:''2a s~ld 'b03c:)oe C; i.JC jo;," :.8t:~,"'li tJ ~e~;,:e~" 0:"
:~ubIic-c:"'~.(Jl1t.ed allen s::;aC8, r6c:eee,t:ln:.::1 [:r~c ~t'.ltural
"ses 4-1-,..t "'-l,1A '-'''-::-:''''''e ~':.:foEr-f'~"""'n+ "r;;:::'l.r::::. '&O.,.."....m d......,...,t."",..,..,
fw,i" I.J .:..:.-. J \ .J "'_...... ."'_ =~-w..., "_",, -- - __ __....., __ _ wi ,.....'- .f..
areas atop t~e ~luff.
.
.
.
" f' ~f' t'-e ,...+~..,..".....-.,..,1. !"l.,.,,-::.... .. ~''''' ~.""''''
. . . ~a_.e 4. I.':.:..C.:....;.......LI. C'O_....Cl. c:;" ..l~,,,__
~~lere recrestiJnal' uses ere f1cused.
:: ut 1 i ~
:~ I'" Q l1 -1 t,r
...-.....-- oJ
F5b., 1979
City COD~13sio~ ~assed Resolution 79-7 eedicatins far
"""1."",\,", '" r.,..,l,. -;:,..,,..:; r-l:.,e....1 s:,..cce:
..oJ ".....__..." L-~ ..\t ~.L_...... -.
~""sct .~....u,..t !':o;'~ 'T3.....~~t.QQ.. S~'..,.:::6t ~cu:..t
w\,...... .J.~_ ....._.;..J. .._..'W"'" _10..___
- +- ')"% ~ - "" '~'""""""'n's ,t;. ...~S~...:.,..,s
.Lt:) LS .:..., ./ D~Cl :; 0.'. ..... _'_.. .... .......')a '~J.._.L
.,,~ ,~"t-,....f' -l-I~ir
_ _ -:,_... v_ OIC;-",W
Su':.::. vis:.c:'1.
C~~
.....-""'"
;'~3.y
17,
1 C"....'o
-.- /.'
-. -I ~" ... 'J ' ,,.-; ... S 1 - n
\..t.J.. -ftJ ...,J, .1...._...:) _..)
~~U~Jli C pHrk and
..... "I · t" ~ ..........
P.~I.;:j sea ....e S:J _I. '. J..~..L
0;: en S~2.ce:
. .
70..J.!..1.J.. c' ec...: ,,, r: 4- ; n -. fer
.... ., J.v_u-.:..J
L-O.. ,.. ""-=":=--""\0"'- to ..~~~i~1.'''''''S su:d~visi:)n.
t" :> VJ. U,.JL..,:;- 1. :l Co. __~ w... .... _
'* * '*
The ~uGlti:Jn 3ri3es: ~fuy 13 the rrop=~ty l:)c:tec next
and :Jf:' iciall:r desisria ted "C02.cr_wan Pe.rl~lI a :;e.!'k1nG lot a:lC
'::;.:;a:r:!lan :r:.r~ is Iocr.ted at the north enc 'Jf tr:e lJ10~k1
... .
I. 0 .....a;, s
t::e real
:"le don't ::!:Qi'l. ~.re are t'Jld the.t tl:e city doea:1't ~~lJ'd but is
\.....::1~T41..:1" ~ t.tt'e s"""'r"c\..... m~.A.", 'i'.E'\"\e.....~-I:n'- "111 t.r:::> .....::-'.1+- .-f' t'~e ti"'a
.1.4__ .-~:... U ..;.. J- \JU.~.1 ...;....c.UIl,;.J. ;...J",-..., ..J.L..._A.;:.) ~ ........_.&.. _,:)'-1, ...~ w_ ........ ItJ l.,,___
senrch, th?t ~aJ be om" ~ext ~r~ject.
,''',''
'{~r ;
..
:'''1;';
, ,,"'~ .,:1' ....:: ::::'::;'::'i "
APPENDIX II
FINANCIAL INPUT PROVIDED BY CITY STAFF
CITY OF CL~ARWATER
Interdepartmental Correspondence Sheet
f
TO:
Haas Brothers Task rorce
F1t()~: R8&n WilBon, Director, Parks and
SUBJECT: Coachman park/Haas Brothers Site
DATE: October 17, 1991
BAcXGROUHD/ACQUXSI~ION
The City of Clearwater obtained Coachman Park and the adjacent south parking lot
by acquiring a number of individual parcels over a period of years, beginning aa
early as 1945. (See color coded map). The majority of the sito was acquired from
the estates of E.B. Coachman and Mae S. Coachman, pioneer residents of the City.
A portion of the park was known as "Bay Hall," the former residence of said
Coachmans. "Bay Hall" and other properties in the vicinity were dedicated as
"Park" on June 4, 1962 in memory of the Coachmans.
ORXGZHAL LANDSCAPING
Coachman Park was originally landscaped according to a design prepared by
Mr. Arthur Kruse in the 1960's.
CBARLES WBAR~H JOBHSOIf PAVILION (BAHDSBELL)
(
The Bandshell currently situated in Coachman Park was dedicated on October 28,
1983. Approx:i.mate coots included $120,000 for construction and $14,000 for
architectural services. The architectural fi~ was Hateu Associates Architects
of Miami who were winners of an architectural competition. The contracting firm
was Creative Contractors, Inc. of Clearwater.
ct1R...1tEH'.r LANDSCAPING
The existing landscaping of Coachman Park was completed in Harcn of 1981 at an
approx~ate cost of $110,000. The majority of work was completed by City crews
and includes bricxpaver walkways, victorian light poles, irrigation, q~~ssinq,
landscaping, benches, and a plaza with waterfall improvements behind the main
library.
COST OF DBVELOPXNG PARK ON HAAS BROTHERS SIrE
In the event the Haas Brothers site (approximately 3.8 acres) was to be developed
as a park ar 0 Coachman Park, the approximate coat with outside contractors
would be 306,0 This estLmate includes $206,000 for landscape improvements,
$50,000 to 11 the cavity which will result from the removal of the Haas
Brothers building, and $50,000 for the removal of the west parking lot and adding
fill to the site to restore to current grade. The estimate to demolian and
remove the Haas Brothers building is not included.
IlAnaEHANCB COS~S
The current annual cost to maintain Coachman Park approximates $S3p780. This
includes one full time groundskeeper, appropriate maintenance equipment, and
hours and equipment expended against maintenance from other Parks & Recreation
Department divisions.
PROGRAMS IN 'XHE PARJC
~
Attached is a listing (Activities at Coachman Park) of progr~8 held at the
Bandshell/C~achman Park between October of 1989 and september of 1991. As shown
on the list, the largest and most popular events include Jazz Holiday, Fourth of
July and Fun N' Sun activities.
RW:LB
Attaclunents
/ : , ~ I , . . ~. ", I ~. ~ ~r.. , \ \, I.,. . . ,.'., \. I . '.'~
I
I
AC%IV:t'rIBS M! COACBKUf PUIt
O~BER 1989 - SBrx~ZR 1991
1.2.1.1
OCTOBER
Playground Design Meeting
Gospel Sing
Army Band
Religious Meeting
Jazz Holiday (4 days)
Police Drug Campaign
NOVEMBER
Air Force Band Concert
Church Activity
DECEMBER
Parks & Recreation Children's Festival
ll2.Q
JANUARY
Coast Guard Band Concert
MARCH
Business Awards
Church Revival
Church Picnic
Church Rally
Church Concert
75th Anniversary of City Run and Concert
Run
75th Anniversary Concert
75th Anniversary Folk Festival
75th Anniversary Florida Orchestra Concert
4th Concert/Fireworks
Summer Concerts in Park Series
Summer concerts in Park Series
Summer Concerts in Park Series
APRIL
JULY
AUGUST
Summer Concerts in Park Series
Summer Concerts in Park Series
Summer Concerts in Park Series
Summer Concerts in Park Series
Summer Concerts-~n Park Series
SEPTEMBER
Summer Concerts in Park Series
Summer Concerts in Park Series
Summer Concerts in Park Series
MIA/POW Ceremony
Jazz Holiday (4 days)
OCTOBER
NOVEMBER
Veteran's Day & Air Force Band
Church Picnic
DECEMBER
Holiday Festival - Parks & Recreation Dept.
ill..l
JANUARY
Martin Luther King Day Celebration
FEBRUARY
Candlelight Support Group
Welcome Home Rally
Memorial Ceremony
MARCH
"
..
400
500
5,000
500
40,000
500
5,000
200
2,500
5,000
500
500
500
500
500
1,500
1,500
150
500
15,500
16,000
4,000
750
4,300
2,000
200
500
500
500
500
500
500
500
40,000
2,000
1,300
4,000
4,000
150
2,000
200
, ,>.'
,! .' . l . .'.' ~ \ I I . . .
\
I
I
I
I.
A~IVI~IBS U COACIDQII PAIUt (COftIHtnm)
ocroBBll 1'89 - 8BP'rBJ1BZR 1991
APRIL
Fun 'N Sun Folk Music , Art Show
Fun 'N Sun Country Kuaic Day
Fun 'N Sun Big Band Concert
Fun 'N Sun Walk America
Fun 'N Sun 50/60 Review
MAY
Pun 'N Sun Florida Orchestra Concert
Fun 'N Sun Jazz Concert
Church Rally
Say NO to Drugs Festival
Band f':oncert
Pun 'N Sun Parada Party
Pun 'N Sun Dixieland Concert
Clearwater High Concert
7,000
5,000
5,000
1,000
7,000
6,500
2,000
500
1,000
2,000
2,500
500
500
300
13,000
4,000
3,500
15,000
5,000
7,000
6,000
4,000
2,500
5,000
JUNE
American Indian Performance
Summer Concert Series
Summer Concert Series
Summsr Concert Series
JULY
4th of July Concert/Fireworks
Summer Concert Series
Summer Concert Series
Summer Concert Series
AUGOST
Summer Concert Series
Summer Concert Series
Summer Concert Series
SEPTEMBER
KKK Rally
Library 75th Celebration
POW/KIA Ceremony
500
500
500
WEDDINGS IN THE PARK AVERAGE APPROXIMATELY ONE (1) PER MONTH
TOTAL
272,950
October 17, 1991
\
-2-
TO:
FROM:
COPIES:
C I T Y 0 I" C LEA n W ATE R
Interollicc COI'I'CS pondence Sheet
Michael J. Wright, City Mlll141ger
1',1^H I 0
I :
,. .
j I
fo'loyu Q, Cartcr, General Services Director
SUBJECT:
l\'lnns lluilding,.Rctluircd Rcpnks nnd Estill1uted AnllulIl O[)cl.nting Costs
DA TE:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
March 17, 1992
SUMI\.IARY
Stnrt-up Costs
Estimated cost of required roof replacement
Cost for uesign of roof replacemcnt
Initial air conditioning system retrofit
Initial cleaning and treatment of nir conuitioning
system cooling towcr
Initial plumbing rcp:1irs
Initial electric and lighting fixturc repairs
Initial general and carpet cleaning
Update passenger elevator (satisfy ADA requirements)
Minimal repairs to freight elevator
Repair and upgrade escalmors (4 @ S37,500/each)
Repairs for damage done during Maas vacation of building
Renovation of first floor restroorns (satisfy ADA requirements)
$212,000,00
7,250.00
95,676.00
1,500.00
1,548,00
2,205.()()
9,840,00
25,000,00
6,OOO.()O'"
150,000,00
8,378,15
3,846.00
Total:
$523,243.15
-$52,500 to modernizc; $6.000 for minimal repairs
1..
2.
3.
4.
5.
6.
7.
8.
9,
~
MONTHLY MAINTENANCE COSTS
Cooling tower treatment service
NC filter replacement service
Estimated plumbing"rc'pair
Estimated lighting repair and replacement
Weekly testing of emergency generator
Public elevator service contract
Freight elevator $crvicc contract
Security system contrncl
Escalator 5ervice contract (4 @ $400/each)
$ 300.00
. 233.24
220.50
472.80
25.00
85.00
150.00
291.67
1.600.00
Total:
$3,378.21 *
1
t:J\
\:.Y
· Do~s not include unscheduled maintenance to building interior/exterior, A/e system, or custodial services;
monthly estimate from the City's current contractor:
2 dav~wcek
7 days/week
First noor
Second floor
Third noor
$1,040.00
650.00
650.00
$2,400,00
1,800.00
l,SOO,OO
MONTHLY UTILrIV COSTS
1.
2.
3.
4.
5.
6.
Waler (minimum charge)
Water service (standby for fire system)
Sewer (minimum charge)
Stormwnlcr
Electrica.l (historical month ly average)
Sanitation (average between $151.84-904.80 depending on number of pickups and
size of container)
$ 914,34
5.00'
690.42
86.40
17,567,00
528,32
, Total:
$19,791.48
Total estimated average monthly maintenance and operating costs is $23,169.69 plus custodinl sCl~iccs plus
typical Ale system repairs plus typical building maintenance:.
The estimates in this report were provided by private contractors aud historical utility recorus. Building and
Maintenance provided estimates for plumbing, electrical, and lighting fixture repnirs.
If additional information or clariIicntion is needed, I wilt be plcilsed to respond.
~~..
....... .
2
@
!' '" r,,~;, ",,1\., I" :" ,',_ \ \ . .._ ,'\ .' ,. "tl..,~, \,'" If. 1:~, /", /, .
;\
TO:
CITY OF CLEARWATER
Interdepartmental Correspondence Sheet
Ed Mazur, Chairman, Haas Brothers Task Force
FROM:
Ream Wilson, Director, Parks and Recreati
COPIES:
Michael Wright, City Manager
RECEIVED i\P~ 2 a
19S2
SUBJECT: Questions Submitted by Mr. David Little
DATE: April 15, 1992
As you may recall, Mr. David Little submitted a list of several questions
regarding the Haas Brothers site. His questions are outlined below along with
our responses.
1. Cost to demolish whole building and foundations?
Response: $570,000 including $160,000 for compacted backfill.
2. Cost to demolish south addition only and leave concrete slab and footings
for parking and vista?
Response:
This coat cannot be determined without a complete structural
analysis. When the structural steel members are removed from
the south addition, it is unknown if the concrete walls along
Cleveland street and Osceola Avenue would support themselves
without compacted backfill. Furthermore, any cost saving
realized by not placing the backfill would be spent on
architectural finishing of the e~posed south wall of the north
half of the building.
3. Cost to demolish just the building and leave foundation and footing to
build a new auditorium using the exiting pilings, footings, and foundation
slab - any cost savings?
Response:
The original:.ost estimate for the demolition of the entire
Maas Brothers building did not include the removal of the
foundation or pilings. The foundations~ pilings and exterior
walls would remain below ground level and backfilled with
compacted fill. This would provide support for both Cleveland
Street and Osceola Avenue.
4. How valuable a park use would the site be used for in consideration of the
heavy traffic and noise on Cleveland and Osceola, especially with Drew
Street closing (i.e., how much of the actual Maas site would be sacrificed
for buffer space rather than useable park space)?
Response:
u
...
.,.
....
If Drew street was closed, traffic noise would be considerable
from Cleveland and Osceola. This is not unusual since
do\omtown parks in other cities have similar circumstances.
Just how much the noise would interfere with park users would
be dependent on the type and location of activities in
progress. For example, if a concert was being conducted, it
would best be located as far away from this intersection as
possible. On the other hand, the traffic noise might not be
as objectionable to other types of casual park use. Similar
to Coachman Park, we would anticipate berms and trees being
installed to buffer as much of the noise as possible. From
the curb, this type buffer might consume 2S to 30 feet or
more.
~
.
.
Page 2
Ed Mazur, Haas Brother Task Force
April 15, 1992
S. At the present time, with the City 98' built out, is the City short of
parklands?
Response:
Response:
currently, the City has approximately 185 acres of Parks and
Recreation properties located on waterfronts. This is a rough
estimate since the City has had ownership of these properties
for many years and actual surveys are not complete. This
acreage includes sites including Clearwater Beach, Edgewater
Drive, Clearwater Beach Recreation Complex, Clearwater
Community Sailing Center, Bayshore Park, Cooper's Point,
Bayfront Parks, Memorial Causeway, and Seminole Boat Docks.
We would estimate that these properties would have
approximately six linear miles along the water.
7.
Is the Seminole Dock area considered parklands?
Clearwater Beach, Pier 60, South Gulfview and
Recreation Center Rock-A-Way areas?
The Memorial Causeway?
Rock-A-Way and Beach
Response:
These areas are identified for Parks and Recreation in the
City's Comprehensive Plan and they are zoned Recreation/Open
Space in the City's Land Use Plan. However, although they are
viewed and used as park properties, some of them are not
Officially "dedicated" as such.
8. Given the fact that the city already owns most all the surrounding lands
to and along the bayfront what is the impact of not having the Maas
building site for additional park use?
I'm sure different people would respond to this question in
different ways, each having their own view. We have enjoyed
Coachman Park on the bayfront for many years and it's
extremely difficult to state what the impact would be if the
Maas Brothers site was not used for additional parkland.
However, as properties such aa this become a\railable on
waterfronts, conversion to park or open space is always an
option.
I have spoken to Mr. Little on the phone since the last meeting of the Haas
Brothers Task Force. I believe he feels that the majority of his questions were
answered at the last meeting but I told him I would submit these responses as
previously indicated to you. Please contact me if you have any questions or
desire further information.
Response:
RW:LB
-.
'" \,,','1 \. I \'. . . ,.' 1'\ ,', . '" ,. , "' ". / I, ' "
HAAS B:BO'1'HBRS SIT!
PARK DBVELOPH~
I. PROrOS~ Bt1DG:n' POR LAHD~CAPB DBVBLOPMBNT
The development of the Kaas Brother'. property into an extension of
COachman Park would encompass approximately 3.8 acres of land.
Approx~ately one half an acre would include landscaped area3, walkways,
and a pond, leaving nearly 3 acres to be sodded. The estimated costs are
a8 follows:
1. Irrigation sY8tem, using existing deep well; create a holding pond
in new &reA to hold well water to filter out iron content. Pump
pond water onto the landscape. Includes piping from well to new
pond, pumps, and wiring.
$ 14,000.00
2. Brick paver walkways and bench pads (14,182 sq.ft.) includas
grading preparation work and concrete footers along edges of
paving, @ $5.50/sq.ft.
3. .
4.
5.
6.
7.
9.
9.
10.
11.
12.
Floratam sod (140,000 sq.ft.) @ $.165/sq.ft. installed
Decorative lights (14)
Wiring for lights
Decorative benches (10)
78,000.00
23,100.00
14,560.00
4,500.00
3,000.00
4,680.00
II. PROPOSED BtmG~ POR MAI~CE AND OPERATION
101 Personnel (1.23 FTE positions)
401 Garage Service
405 Radio Service
422 Utility Power
423 Utility Water, Sanitation
471 Employee Unifo~s
504 Operating Supplies
Total Operating Costs
Grand Total
Rock for around new pond (34 tons)
50 Sabal palms, installed
7,750.00
SO Large trees, installed
12,500.00
6,000.00
3,500.00
925.00
Miscellaneous shrubs, installed
Soil amendments, fertilizers, mulch, etc.
Wire mesh trash containers (10)
Estimated total...........$ 172,515.00
add 10\ contingency. ........... 17.251.50
Estimated grand total ....$ 189,766.50
$26,250
3,564
205
1,500
1,500
200
8,400
!i51369
~ 1,61!.;>
Ill:. DREW S~ VACATED
In the event Drew street is vacated, we would estimate the landscape
deve~opment cost at $48,300. This is same cost per square foot as the
Haas Brothers site. Maintenance would be accomplished by existing
people on s~te with no ~dditional cost at this time.
IV . cos~s POR DEMOLI~IOJo'. REMOVAL AND l"I~ *
Haas Brother Building:
Ha&t1 West Parki.ng Lot:
Drew street Vacation:
$570,000
63,032
23,333
* See attached breakdown of costs.
EST I. MAT E
i~j,..! C~) ,rl.j El!~.il.lI\rG 1) 1 ~l ISl 01\1
, .C-ity 0 r Clcux\'vntcl'
l'c-:t umc~ Un:: .17ofiJ
r.IC:1rWlll.--::,. l'll:ritb :~.1CHIl-'17.11l
PROJECT: Maas Brothers Demolition ESTIMATE 'BY: GLB OATE~ 3/23/92
including removal of parkinQ area CHECKED B.Y:. DATE:
and Drew Street (See Attached Aerial) REVIS EO BY: DATE:
~08 NUMBER: OK'D. FOR BID BY: DATE:
ITEM " EST. UNIT ESTIMATED
,
NO. ITEM UNIT QT!. PRICE TOTAL COST
(1 ) Drew Street Demolition S.Y. 3,500 5.00 ,
17,500:00
Backfill Roadway (compacted) C.Y. 1" 165 5.00 5,833.00
Sub-Total 23,333.00
..
(2) I
Maas Parking Demolition S.Y. 9..455 5.00 47.277.00
Backfill Area (compacted) C.Y. 3, 151 5.00 15,755.00
Sub-Total 63,032.00
..
,
(3) Maas Building Demolition L.S. 1 350K 350,000.00
Backfill (compacted) C.Y. 20,000 , I 8.00 160,000.00
,
Asbestos Removal L.S. 1 >, 50K 50,000.00
Asbestos Monitoring L.S. 1 10K 10,000.00
Sub-rota~ (570,OOO~
'-- /
~ ..
I
ENGINEER ESTIMATE - GRAND TOTAL $656,365.00
.
. .
. I
I .
I
I ,1
, ", '> ' '. ,,' \,i r } ) "I } ,I \ /," . f I'. '1 \ 'II I
!t-:-,,; ;".' :J",": "r';'"'<~ ::.,...~.-,
APPENDIX Ill:
\:.
f";
~(
j',
:1
"
"
i.~
if!
~
.'~
~';
f.
j'
~
t,
~
e," ., t, ,.'. :',-,' ':' :. "". .. ,~.. " ",'1.;';:',' .~ q;...', '.'"~ .'.~ ", . Ii ~' ,", ,t."..~
WE CAN HAVE IT ALL
MAY 211992
Report to Haas Brothers Task Force by Bob Bickerstaffe
I would like to make a motion which would fulfill three objectives:
1. Fulfill the Mission Statement which requires us to;
"GEhlERATE THE 110ST BENEI<' I T TO 'rHE LARGEST N!JHBER OF' PEOPLE"
2. Brinq people downtown!
3. Satisfy the requests of the majority of the people.
The people have requested 8 things:
1. Open Space - Income - Auditorium/Civic Center/Tourism
Conference Center - Restaurant - Shops - People Downtown - Help
The Tax Base - Support Tourism
We can have it all!
1. OPEN SPACE I R~Lt'!.r::.njl:H:t.Jll:.9..Q~X.~tQ Ci tv of Clearwater
9Wn~~p~_~. This is the only way to protect the bay front below
the bluff from development (thus honoring the charter
requirement) and leave the way open for the property to be open
space parkland when ~conomic condition~ and the development of
Downtown make it feasible.
Fact: It would leave the bay front below the bluff untouched
except for beautification.
Fact: This would prevent a time-consuming and costly lawsuit
over whether or not the charter has been violated.
Fact: Clearwater's bluff is a unique geographic feature,
which deserves to be preserved and restored rather than exploited and
destroyed.
2. INCOME I ~eC!ve_th_~_~q.r:Le)"Lt.__Q!!.tld)'..Dg in plac.p. and 1 ease it, or
P..9xJ;),,"oJJ.~__Q.J___Lt..-(.__f;9 ~_,,gp 1TIJ"!l~ r:c_i_ct~_lJ. se.~.J_~gue...p-1~d ...R.Y-J: he pe OJ2l.~.
Fact: It costs as much to tear it down as to renovate it.
Fact: Asbestos can be Safely "encapsulated" rather than
removed.
Fact: Lease holders will bear the expense of much of the
renova t ion.
Fact: City Consultants estimated that a first class
restoration of the Maas building at $8.00 a square foot - current rental
rates in the area are $11.00. The City could afford profitably restore
it. .
3. RES'l'AURANT I 81J.Q~_,.QD_'!.~t_e bg_~Ln~.?_5..-_to_J:!tlLLEJ2ace on th~ roo f
:tQ..J:H:;~J.lq._a_..fir.st_91ass r~sJ;..cHlrall.t, if possible a revolving
restaurant which would he unique to Clearwater and provide a
spectacular view.
4. SHOPS! Be~t_~~ce on~he Osc~g1a level (second level) to
Qwner_~-9 f_~.bQP.~!1d_~n t~r. taj~,p.IJl~.I)J;.__f_~g i Ilt_~~.E_'
Fact: By renting, rather than selling, the City could control
the quality of businesses in the building.
Fact: For perspective, please note that the 50,000 square feet
available on this floor is equivalent to a Walmart or Kmart.
Fact: Downtown spokesmen have insisted that shops, restaurants
and entertainment at the site would revitalize Downtown. With this
proposal we can find out if this is true without selling the property.
____.._...~._......._ .4"'_ ~.._. ,_. ..
" , ' 1.'/ ~, ~ ' ." . ~ , . . " .
, .
5. CIVIC CENTER/ AUDT'1'O~JUM/ T0UHIS'I' CONFERENCI:: CENTER? ~~.!'L_,t.l1~_
~_h.i.r d.c OT. ,,t,pp _ f 1 () or). ...fot:.. .~ 'qarl) 'I fJ,eE?, d e d c.i V] c (~en tf:'~r 1..--~.~ql.-t.Q.,( J_p.rr'-~~J)q_
tourist conference center wit.h d lTllnlmUP'1 c;!ortGit" of 2 000.
.--.,__ , .., - ...,. - ._._ '... .,.__. _ __ _ __ _, _ ... _ _ . _,. _, ... ".. , '" _ __, .'-J.._. _, .. ..._.1._,..._
Assumption: Oldttmerr: aqr~e that the beqinn.i.nq of the decline
of Downtown stemmed from the time when the city auditorium was
destroyed.
Fact: There is wid~snre~d aqreement that Clearwater needs a
large capacity, flat floor auditorium for meetinqs, small conventions
and b~nquet5. Here again, the 50,000 square feet would accommodate this
need.
6. IMPROVE 'fHE TAX BASE! ^.C~.9J)1J.n.9Q~U~~_j;h~sj...ty__sta ff from the
G.ttJ'-1i.gJ.-.l._t\.n n ~_~__9 n __ths~__ EJ_~: ;;J:_ _ tJ,Q.Qf':".
Fact: This would save the taxpayers from having to spend $9
million dollars to buy the Sun Bank Building on Cleveland Street.
Fact: The Maas Building is convenient to the existing City
Hall.
7. SUPPORT 'I'OURI SM ! Prov J_d.e..._a J;x.gm __~.t9J.JqIl.__foJ"_~~u n~r_p'.QbJ.l..Q..._
tLaQ..5..R.9Lt.9 t i9JJ_.t-9-.L-a nLfr9Jn.L-__(:.1.~ar waJ;_e3"_ ,e,~_~gh...!.-
Fact: The Beach Blue ~ibbon Task Force has requested a tram
station on the mainland to improve public transportation to and from
Downtown.
Fact:
It will surely bring more people to Downtown.
"WE C!\N HAVE IT l\LLI"
Motion for Naas Brothers Task Force
I, therefore, move th.::lt th-= ~~a.as Brotbecs l'abK. Force mak.e the
following recommendation to the Clear~ater City Commission;
To return the Maas Brothers property to City of Claarwater
ownership.
Leave the current building in place and lease it, or portions of
it, for commercial uses requested by the people,
Rent space on the roof to private enterprize to build a first class
..,;...
restaurant.
Rent space on the Osceola level (second floor) to operators of
shops and entertainment facilities.
Use the third (or top floor) for a badly needed civic center,
auditorium and tourist conference center with a minimum capacity of
2,000.
Accommodate city staff from the City Hall Annex on the first floor.
Provide a tram station for "fun" public transportation to, and
from, Clearwater Beach.
" ,I .' ~ I Woj I " ' : ", .., '. I .. '- . :." ' , " \ "
J7t'" J.:.
.....
, 1
,..-
. / "\
j
.,
. - -, '. ...~,..
, ":~'.
,'. '\
1 I
't. ..J
'it.I,jL1.:}.J6i'
v"'"
'. '. .....
i '..::
" '
" '
I '. .
"!, ."
, ,
, '
,
<- '
H, II. EBERSOLE
26i6 Hcdrul'll Ct. W,
Clcarwatcr, FL 34.621
Iff'11'/1f-,/
~'" ~!~ (' j7~..,t.~
Cd; ~ (/
~> oh e~~_t:..
f?oc1o,;e- ~7~J>
~....L,/~/ .J-"l~/P,<(71../~
JlPL,-, .
_ 7L~~-/'~ ~ ~rt:..l~ i-7 "~~~fL
tJ- J~~ ~ d:v~r ,;j~1~ Z ~z: ,
tL 'Iud. r~~~;L 7 ~~~, 'Mr~;;
L~~_~~t~. C)~d/t~-cL~
~ f;,~c:.--I c:.; ?11~. ., , :'
,~ fp<-><- <'<"- ~~6- ",6~/ d 7Jt~....L... r__
I'd. ~ ~ d~ri; -r~;c~ ~-c~, t~ "
- >tcr- ..4 .-J- ~, cL_ :9 ~I U,<- <.. ~ t;
, tl<'~ '7J?o~~~-rL~,,(~J..- rL ~~ ,c:'~.
C3-a/ "'?:.~,
~
'ffi' ~:@ rg n ~ii~'~"\'l\\
_, , I,
. , I
FIB 04 1992. . l
CITY CLERK ~,\
- .' ...
., .
. ":' i." "".:-" 1"~; ". .:-~.~",..:,....._..._......",:~:~ '-:.t.,....~' ~-"'.".."'.
,..'. ,..... ,. .... .
" .
. . .. , ,
. I 'I j I I, ." \>' f . . ~ I ~ .' I . '" . j . ' '\ I " I " J' \ J . I . ;1~'" I.' , \ ~, . J
~
..
~-~p"-
J}-~"1 Jt:>, / f 1>-'
.......-...........
" \.
Ie>: (71~~~ r; de
~, di A ~~--~~ tL-. '!:~ ~ 1J;~
.,...,..lp.. ~ ~~I ~ y~ ~ ~
. ." 1'~ 04 cr/(}~ -.b, ,ft..-. .. ..
,........ "."" U~t-cLr;:~I-'~~.JfL~L ~..
."...--. ,. A4~'/1k~o~~/u~~k~~~rc./1 ~
~yL' ~,'
.~~:~.~=~~:~,~.. ,......7C.~:;~~,~~ ;.... ..... ,..
J....._,.....,--::..?(~1,' <~rcLh 7ct.. .......
. ......,.~'."-'--~-~ '~q.::e;t: (4~ /~)~ . ~ so
t",~ - ?
.___::~:~::_~ ',~.:~~~.-&[~~~~,~ cL.. . ..
-.--....-.. . ....,...-..,." 4tc.Lh~c/Ja60.-~.(i- ".,... 1./,
"-"". .... - ~----L-f~~~ f dr7~7/ 'v3~1 .
'''-'-''~:-''''I..,,:~..t;;:~~y;:~f~::ij_~' .. ....1"1.... ... .'
.... .'. ., Cij~vfii.0 ULfrkt-"n-.. .,z
. .....'....'.' ,.~' I~,~ .~-:i :),' .... ." - ,:7J' ,.... . . ..
--..--..--. .... ..._--.t'''.~f:d.;, ~r ..~.f ~~.. ..-. '..,
-~,..---._....1~~..r..J "- ~ ~r7- .1-'7/.---- --"" ....,
-:~..,._.......m~r.-tL.~ ~..c.- ~~'~........ ..,
"'_'_"_'__"_"'__' ,..,.._. ~ .1...__.._.. '_'_'___' ,.'.... ,....'.. ,. ,.....' ........_, ....' .... '__" _~,_..., _." ...,..."'_,,..., .,., '.'_.......'._ ,,,
.
~. ~
j' ..-. -,... . ...' 'Z \. .. ',...,
. ---..-..-..--.-..... -...-.... ..-..........- ... ..-.........-... .... .".........'..... . .., .... .........,...,. ...-..... .............,... ... ....... ...,........ .-..... '" ...,..
" '
I' "
!
i
.. ,.... . __ ..... ,..., .' .___.. .... ..... ........ .... _, >0...... ..
, "
.....~.'
. . ,
._...~--_....._-_. .__....__._-_._.."._.....,........---....-...~...-..,....._........ .........~ .-~....._...,.. .-.'. .... .... ....... ..
,. '
. . ... ~
. .' "
.--.-....----..-.. .........--......-,..,..-....-.-......... ~.. .,.................................. ... .~. ..' ... . ... . .....,...... ..... ,.-...-....,........ -, ....'" ..'.
- .,..., ,
.;'i~l~r~~i~'f;i;~1<~:2I;:::[tifii:':i,::,~:':':: ':/':' ," ,.., .. . . ":',::: '
". ..
, ;.,t.,.: I.:
f'<r -v'
/~
)
/, ~:5)
~ ~/ ()f~~" ,
3. c.uX..;L~~/L~
~ D~/p ~"~
, f.. .:::Iid ~~.vLG .,..
? r f)C4.u/ j~tr(;-v.
7. j)~Q ~~
'HH.H.__H_d.' ;.~".Jd :;?;1j; I
1- :Y.t.-,U - ;;:::::-JL H. ..' ~. ..__ 1 :.. _'H . :.~. .-..~~H_:: '_.
?11 '
.' .. --.-.-. ... . ,/ 0, ~~ ~ ,... ".. ___. . , , , C:, s ...... _..~... ... ...... "_""'__" ....".......
... '....-.-... ,.-,. .'."....' .....,..." ~~.~:t;j~-..,-,. ""'''-'..-,-.....,...., -". ,/~1..----....._.,....... .-..,..,..-.....-.,........ ".......
.. '_.~-.-.,.,.,.. .. ...,...:..~jf~, tL-u.-(j.~~,~~~,~~b~~~~._..._. '...u,
,;':\\. ~ .70 AfJZ:-'___ ~~~ \....,t...::- ..,..', ..,. ...,. " '.,..' ...... ..,._.... ... _..._...._...._..._.....
J ...-......-.- .-- ". .o-;"'--"'r" ~
...___.h ... H--~1_--t:k~ ~.Jt.._<<nuV~~~ ~r_-....u.--.---_u
. ''\'.. ..., .C.fdJIC~/~~/JI~ ,.,'... '.. ........
..~'<__.~_::.H _.__..~:c~~l;tLc:I.~ ...
_.__.H__.. . ...... .h-----~~.7#O eu._.J. r' ~jk. .. .,..
- '. . ,....-...". . .. .-, .' Lvo-vtl U~ 'f7J~ .. . ",'
-'..- :~~. .,---.-... ~.~,~... _ H. "U .hp'" . _ _______.h".._____...._
,. , ....J,..... "71(~~~-~LL~~",.... ,
.', .. I ,,~~J.., . - . H -. .. . ..., . ... H, ,
---.. __u__._. -. -. -- -,,-- --. ---!tt~:)1f.,Jj 1 D~ ~-_. -- ---------___ __ -___~ -__ __._____m___h_
'. fi.-L t:J/~.. - ~ f2;.A.::: #;~.. ....u..._.......... .__ ._~__,_.____.........._.._........_.__
,.~~~ .-...._.~..~~.... :.' .. . .'.:~-~~.~- - -~' [2 ._~ ltv-.. ........ .... ". '.. ,..... ., ........,...... .... _. _" ...._,__,~ """'" ...n....__._ ._. .._..
--. ..., ,rzt. cL~~6t~, ~ J -+ .....,~. -. .........-..... .....-,.,--... -.-- ..--.-...., ".h.
.-....."...,...". ""'-'" ,~. , ~~
:JP" .. . ..lL.... P. '- CJ....,-t.. c "...:I ~ ') , .,. ..', ... ,.. , . UH, . H__
__~.__..h___.___~~__~~~.{ tl.u f' f1: ~.~ ' .. .,. --....-------------
, ;: .. ....... .. ..... -"~r~"'" LL1, :.Ji. ~.. i. r ~ ~ ....... - .. . ......-....... -..--...
v.....-~_...-.. .........:--..-:-,0.;--.......--...'....--...........--.....-.-..'...... ..'....... .....-........., ..............'.. . . ..-....... ........0...'.-.., ......--............,-,.....,..-.
tfo~
1/v
" - ~ ',.. ,;~
Is
I'V
,10
" .. ..p.
c;
,.~
"~,' fi!:'!(!)::i~:T'::'~;:::!-:< ,,':;;, . . ' '.', ' " ,'.' ,
, ,.:::~:.':::ii'i'l;,!:::::(::::.;::\':::i:::'!;;','" . ,":,' ..".. ,.'::,',,"
'l
...
. .J
,--...,
\
Ii-Mc/ (nv ~d a~ c~4, 9 ~ ,,_j~ .d,ou'-<Ja-t,,~
4-a 1~cur:J t , I
- -JL/ ~ i ~~ ~ :!rJ:'h.L ~,cL.d/ c.- r1.v~
~c-" vI ~--4- ~ -cL ~;;t- 7 cL rr'tri)'L c-j
~t!!v cR~, .', .
- toj d-U <>j d;~~~ b~~~~ efL.~~( L-v-
~ ~ .A-l~+J~. ~l-'r.t.t. ~ ;7'\+1-41..-1 crv~ cL '
~zt:_ .~,~~~
- p'~ ~'''KJ/~'.dw~~:J.~L 7//.-cfv4u~. ~. .., .
~~d~_~rLr~' """'~ 'hi.9r~-'-7~7
~ ~~, tlJ.:;tJ ~ . .. . ,
.---.... ...,. 7i-~L~~+o/~~d4-<'~o~
.---.--- - ..-<U~ ~7 ~ .~ ,/',J~ 1 ~~ ! C, i h "-" -.
j......- . ....... ... . ~.2/-tL~;jcL I~ ;p'~.~q{__..__..
""",.---. .. I!!t..~ ~,..-~ ftL --'-~ -i iL pJ~. .
~:-'~--..-'. -.' ~J:7;'Jt2~ ~L~Jj)~~.~ ..
.. J CL' I 4 /?..-/ r / /..- ,.~
nn______..___._. ..~-~ ~ /Jf':'<U/~'~ I~-r~t: ~
--.. -. ... ~~~~AXd.~-z/~d4~J
.. .n . I. s. e C'-"-~ ~'b; ~/ -c& tP"w~-Il3oc~ {J~~.J
.--.'..-..-;-.. "'-'-" .,~~~~~7L~~~4"-1)1~/~~~
6d.~~_r~ d~~ .7 ~J '1~f~/
.' .. .. ~cL ;J~~/--[L,~~ "''< 1;f1~,
..--.... :Jr7 ~~i iL ~v/'-,d 0 ~ I ~ tL ..
-- ----.... .. .... {:dv /~ L-,,-,- 4.-~____t,; ~ cL~T .....
. "---"" .....-... 1~~a.~~/7t:d. 7~~.':- --...
"-....... ....- ~.... SJ:1--" 7 (j'~'-~ "-~iL lTC'.~-----
---"'--""v- ~I/..L~tL:,~ . 1- ~/-
)' J ~;I. ~ I~ / Il ~ -L ~(- / ~
_)~....,....,...... ~,~ ~~ /J'1-<f1 ~ ~, ~l:.- ~-.
....-...........-.-..-...... ........... .. ...~._._w..... .......... ......:.',... ..~...._...,_...' '.' _.~~..~~.,... ..........,_._. '..' _.._....u, ......__........._...._.~__....,......~_......._
,~.,._._.... ._....... ..,.........,... ".., .......,......,....,.__.......... .... ~., ,~_... ,..._... ....._,.... ".,--.""r)
:I!.,'.... ......
.--..--.. -._.... . ..........w.. ............_... .._....~~.__.....,.........._....... ,~.............."...... . . .........,. ... "...... ._.. ...... ..._.....
~.: '. . ..
,
. .,~...:~: :.:~I~:~':. ' , . . 1;" ".' . ,.'::;.: I '.', ': " .' .:.
. ,:,"':1, , ::'... I '.' .
, ,,::::(i;:::' "I "
~-, .
~". -
,,.10:
t ~. ~
"....:.,.
'" .
If'n
~k~:;
~:
M:"
iY.\~...
~'~r .
~~j~~. .~
:"""." .
.~,:
,. , .'!',: l!' : I ~ ',~ .: \,' ';,:':
TO:
Mr. Ed Mazur, Chairman, Maas Brothers Task Force
FROM:
Hal Ebersole
SUBJECT:
Reformation of the Maas Brothers Site, et al.
DATE:
May 8, 1992
Although there are no majority acceptable recommendations, as yet, to the designated' purpose
of our task force, I feel that we have been exposed to as much information as we will get from
the citizenry and civic officials and, therefore, we should submit our individual opinions towards
the final Task Force recommendation.
My opinion centers around the acceptance of the generalities of the Belleair Art Center, renamed
to Clearwater.
Other acceptable factors to me are:
A. City Manager's area proposals:
1. Relocate the main city library and demolish the existing building. Nothing rebuilt.
2. Agreement with the Clearwater Chamber of Commerce to relocate, and demolish
the existing building. Nothing re built.
3. Dead end Drew Street at the Ferry facility.
4. Curve Drew Street into Osceola Avenue and curve Osceola Avenue into Cleveland
Street at the Maas Brothers site.
B. My continuing opinions:
1. Agreement with Lee Arnold Associates to relocate and demolish the
building.
2. Agreement with First National Bank of Clearwater to relocate the Drive-In facility
outside of the present block. The bank could have parking availability on the west
side of Osceola Avenue n(however, not the Drive-In facility).
3. The block bounded by Dew Street, Osceola Avenue and Ft. Harrison would contain
a high-rise residential condominium with attached multi-level garage, both as large
as space permits. The garage would have rental space availability along with
conventional daily availability. The size of the condo building could determine if
retail outlets (gift shops, sidewalk cafe, etc.J could be on the ground floor.
A small hotel operation within the condo building might also be a consideration,
particularly with relation to visitors to the Art Center and the elderly at Osceola Inn.
4. Substantial city parking can be retained on the west side of Osceola Avenue for
Coachman Park and general use,
5. Adjust the location of Coachman Park shell for a broader park scope.
6. Outline the Coachman Park perimeter with spaced, anchored, concrete benches.
" ,
.A ....~" . -":".~ ."
H. ", ,_'.' ...,. ~.".7~' ,......
Ed Mazur
May 8, 1992
page two
C. Traffic Flow
1 . Drew Street at Ft. Harrison, only west bound past Ft. Harrison going to the Ferry
Station or south on Osceola Avenue with the choice at Cleveland Street of
continuing on Osceola Avenue or curving west on Cleveland Street to the Art
Center garage or Clearwater Beach. The two current stop light intersections for
west bound traffic would be changed to a "yield" basis for the west bound traffic.
2. East bound traffic from the Beach would continue the current pattern with the
exception that a left turn off of Cleveland Street would begin at Ft. Harrison.
My opinions are only those of citizen input and I ask that they be considered only as such. We,
as Task Force members, were not commissioned to provide the in-depth vision and specifications
of a professional city planner.
..,.
March 12, 1992
-~o:
MAAS BROTHER'S TASK FORCE
E'ROM:
T. JAMES GRAHAM
RE:
MAAS BROTHER'S PROPERTY
DOWNTOWN CLEARWATER
We, as a group, have the opportunity to help our City make a decision on
what may be the future fate of the downtown area of Clearwater.
The Maas Brother's site, along with the library and the Clearwater
Chamber, makes up one of the most valuable pieces of property that the
City owns. The site has enormous potential for development. It: is
strikingly beautiful from the waterfront, clearly visible from the
causeway, and is easily accessible to our beaches (which dr:aw over a
mill i.on tourists a year) and the downtown businesses and surrounding
residential areas.
This property itself, however, should be considered only a part of an
overall scheme f or a downtown development of the City of Clearwater. A
project in this location could create one of the anchors for the future
development of this area.
It: is my r~commendation that the entire bluff be considered as one
1evelopment (the area west of Osceola between Drew and Cleveland Streets).
: propose that all three buildings be demolished. The upper bluff area of
";:,,;:ihe site be advertised to developers as a potential retail/commercial
development, and the lower portion of the site be used as an extension of
Coachman Park.
The upper bl uff area has all 0 f the r equi rements that would make an
exciting active retail/entertainment development possible. It has a visual
identi.ty from the water as well as accessibility from both the downtown
and surrounding areas. It shares all the same demographics that the
proposed East End Development projects. It is also within the true
downtown area. (The office workers could walk to this development at lunch
and' after work for entertainment.)
The lower area of the bluff, along with the vacated portion of Drew
Street, could be an extension of Coachman Park. The park could include a
small marina which would give access for boaters to the park as well as
the downtown area.
I think that an exciting, vibrant retail/entertainment center (similar to
st. Armand's Circle or Coconut Grove) along with an active functioning
park/marina ceuld be an anchor on the west end of the downtown area.
Another proposal that was presented, which is a multi-use convention
center, could be situated at the eastern end of the downtown area
(Cleveland and Myrtle Streets).
~hese two projects could give the downtown two major anchors which would
~~o a long way in helping revitalize the downtown area.
J. B. JOHNSON', Jr.
3237 SAN PEDRO STREET
CLEARWATER, FLORIDA 34~lg
",
;e Task Force is an apDointed committee '.Jy the City ComT:1issioners, each
~ommissioner appointing J members/individuals. The first meetinf was Oct.
18, 1991 in the City Hall Chambers. At that time we received instructions
from Ci ty I..anager I,:ike IJright, a copy of the preDared inspection and
evaluation of the property, a copy of C.3 Commercial appraisal of J million,
copy of James I\lillspaugh appraisal J.5 million, letter from the Planning
Dept. explaining zoning and land use consideration, background information
from Park &: Hecreation Dept., tax report covering the property, fact sheet
relative to the property above the 28 ft. contour line, memo of comparative
Analysis of DDB and eRA, photocopy of property, drawinG of property and
f.1ISSICN STArr:E{.'lEN T.
The Commission is hopeful of recelvlng a report that is general in scope
and does not need to contain a detailed economic analysis. 'rhe final
recommendation should be available by the end of May.
Since our first meeting we have met 6 times and 2 meetings, Jan. 9 and
Jan. 2.3 were open to the public for their input, verbal and written valid
suggestions for the best use of the property. According to my count there
were 7.3 letters (10 outside City) and 27 speakers involved.
I have given hours of study and consideration to all responses, people
who apparently have deep thinking for the use of the property and what is
in the best bf our city. Now the time has come for me to respond in accor-
. '"l;l1ce wi th th e charge and purpose riven to me as a member of the To sk Force.
'-"';;..'do not concern myself that this property is no longer on the tax rolls.
There are other properties in the area that concern me more that they
refuse to pay their just taxes.
Another concern to some is the CRA purchase. lJIhis is not a concern for me
since the commission will make the final decision on the property1s use.
As a member of the task force I suggest and strongly recommend that the
; building be demolished, property landscaped wi th flowers, plants, trees,
sidewalks and benches. This would allow the beauty of the property to
return, all people would again enjoy the open space and the view to the
west. I believe most of our citizens would 2pprove this use.
3ecause of the present economy control of spending is mandated and our
city officials should not expect tax payers to pay for the renovation
of this old structure just to provide space for a flea market type
operation. In my opinion the building does not justify the expense for
a major structural change.
Sometime in the future it may deemed desirable to use this property for
condos, cultural center or some yet unthought of project. Time will tell
us.
For the benefit of our city I hope that we will be unified In most of
r ~ecommendations.
;
'..~....
J. n. Johnson, Maas Bros Task Force
J. B. Jolmson
3237 Snn Pedro Slrecl
Clearwnter, florida 31.619
Mr. Ed Mazur, Chair
Maas Bros. Task Force
Mr. Chairman:
Even though I have made my position known and clear to everyone
and in view of our final two meetings? this week, I would like
to bring to all my last message.
I am strongly in favor of the Art Center because it will bring
to downtown a new dimension in cultural arts and such a facility
would bring more people downtown. It is my belief that this type
facility is the answer to breathing new life back into a decay-
ing area.
It is, therefore, my desire to make a motion for the committee
to consider and hopefully approve;
"I move the Maas Bros. Tas k Force reconmend to the C1 ea rwa ter
City Commission that the Commission accept the Florida Gulf Coast
Art Center proposal for the 3.8 acres of bayfront property, to
demolish the present building, to construct a facility to acco-
mmodate their needs, provide ample parking, and extend Coachman
Park. All expenses will be borne by the Art Center and title/
control of the land will remain with the City."
I do not favor commercial development.
I do not favor closing Drew St.
I do not favor nit picking ideas.
I do favor the Art Center and the Commission "lark i n9 out the
de t ail s .
. B. Johnson, Member
Maas Bros. Task Force
May 22, 1992
,"'
; "
"'-,,/
Initial Assessment and Baseline Recommendations
XAAS TASK FORCE':>
Robert V. Kennedy
'/'" rd',
f':.( }~~::~~ .;-"
~ '..)l~1;.'!~i"
',:~:;:~t: '
.., :J\.i;1 ;
.~t~~(:...~;
. ,':,~~~)'
..,..., :--~....
OPT IOIS:
There are three basic property configurations that can accomodate any of the
proposed ideas submitted by the public. These options are amenable to sequencial
implementation should excessive costs or risk or public disenchantment occur. Each option
is briefly described below:
" ..',
"T..J.~~/'. .
> -~.. '. ....
Option A. Retain property as is and solicit developer bids. Clearly define ,:::,:,'
restI ictions and constraints and the probable time required. to change constraints. Allow
bids that use the existing structure as well as new structures with or without referendums.
In the interim, prior to contract award, use the parking lot as a beach hub with paid "',':/,.:,:'
parking providing revenue to the city. This will test the market and utility of the beach:'
hub concept. Retain lower parking after contract award if beach hub proves itself. "_'::::,
Costs: $1,900K Properly purchase . ."....,
Parking revenue to offset Q&Jl expense.,!;.
Risk: Minimum to City ,
Benefit: Minimizes public costs and risks. If none of the bids are
attractive proceed to option B or C.
Potential return of capital.
Option B. Retain building, remove friable asbestos and renovate for profit
operations and public benefit. Paid parking beach hub as in Option A.
costs: Sl,900K Property purchase
200K Remove friable asbestos
1.330K Renovate building
$3,430K Total- Require minimum of $350K annual profit to city
Risk: Asbestos removal cost and liability risks.
Obtaining reasonable return on city investment.
Requires additional $1,530K investment.
Benefit: Kust be evaluated based on tenant operations ability to attract
people downtown and service to public.
,f-- ,
, "
Option C. Demolish building and extend Coachman Park. Paid beach parking hub as
in Option A.
Costs: $1,900K Property purchase
550K Remove asbestos and demolish building
50K Remove and fill west parking
306K Landscape and fill
$2,806K Total- plus $35,OOO/year additional Q&K expense offset
by parking revenue.
Risk: Asbestos reMoval cost and liability risks.
Risk of attracting excessive indigents and police impact.
Requires additional $906K investment.
Benefit: Intangible benefit of open waterfront and larger park.
Preserves right to develop later if desirable.
\ ' ....
'.
. ,
Rati~le for Recommendation: The four county Tampa Bay area growth has slowed to :1t.~
..lowest level in 20 years with net an.nual migration decreasing from about. 600i>O' in 19ss -to
about 12000 in 1991. Pinellas county 1991 property assessments grew only about 1.5%., do\tfD
Icontinued. '. .
.. ..:...
. ...-....
1~
r ,
. ..l
.'
,
f' "
, '
l
~
1
I
i
!
~
~
'<
.
1;
i
;
f:
H
11
"
,j
I
f
\........./'
Page 2
':,..,. ( ,~
~~it
,,::J''t.i.:~
~'i4.\ ~
'.~ >, Jrii!/ ~
:~:i}tt'J.;"
:;;h~:
.-;t...'.
'.'''S:~,l v''
:)'!i;~;"~
.0
...
. .....
from 4~ to 71. in prior years, resulting in negative real growth. Clearwater is 95% built, ,
out and lIust now depend on growth in property values and tourism to cope with inflatiDD~':_
The near term outlook dictates austerity and the longer term will be heavily iDpacted by,':'::,
j..);
Floridas approach to increasing tax revenues. Clearwater already has accrued risk on the.~t.'
Sand Key bridge and the undefined East end venture. I therefore recOlllDend that we pursue'::a
course that minimizes risk and preserves capital. Pursue Option A now to recover the <,~~~Ttt; .
purchase capital if an attractive proposal is submitted. If an attractive proposal is not~X'"
submitted then either Option B or C could be selected. While awaiting developer bids 0Il]~;\
Option A a more comprehensive examination of Option B tenants could be made. If the Opt!9,B
B evaluation is negative and the Option A proposals unattractive then proceed to Option':.C~:'" ,
. ,~"f~ l. ,
This approach maximizes the probability that some of the purchase capital will be recov81ed
'.4' r",1': ..~
while miniDizing cost and risk to the city. It also offers an orderly sequence that f~l
exploits private capital and professional marketing skills prior to risking puhlic capit&l'
on unproven markets. This approach also preserves the flexibility and control of the city'-
council to select the specific ventures and the means of finance ;~;~;iV,
.~. ~'~~:.~.\
. ..:.' ~ {!.:.
Option B should be supported by a comprehensive business plan containing a ~'
marketing analysis, risk analysis. area economic trends, and a cash flow from startup .,,'
through payback. The plan should also reveal the strategies to achieve the stated. " ';,
objectives and goals. The plan must be as credable as the Developers proposals for Option
A. This will allow a realistic competitive evaluation between Option A and B. The citizens
deserve a thorough evaluation prior to expending more public funds on risk ventures. . ,',::, '
;:r.... ~ '
...'."
I,:~ ~/,',
.....\~~-:.,.
. '-
. .,
. '.1\1.
:; -:: .~...}; ."
-. . ~, . .,..' ~ - , ..., --....,.. " .
. t" ,<
" ,
'.M''';,
. "'t';;".',' ,
_ i '."' ~:. f
'\::, ..
'. .:,f;>.~.(,";:~
:\~;-.~~~ :
.';., ,"t.
,~,i, .~.':o
,.'.~.;;;~':
-- ~ -.L
Recommendation Far Evaluation Criteria
XAAS TASK FORCE
Robert W. Kennedy
I move to adopt the following criteria and evaluation guidance to be used in rank-
ordering options for our final report to the City Council. The criteria is consistent ~ith
our goals to ~enerate benefits to the greatest number of residents and to bring people
downtown. The criteria also recognizes the financial tasks contained in our Mission
StatelDent.
A brief review of the ~'"'(: base revenues and applications is appropriate.
Sales t~x revenue for the ~aas store exceeded $600,OOO/y~nr. Property taxes for
){aas were about S105,l)OO/ye3r. Sales tax revenues are importantj 12% of county
revenue.
Property taxes are distribuited approximately as follows:
Schools 39.8't
County 25 .5~ ( 21% or county reveuue)
Clear'tfater 23.6% <Includes eRA)
Other 8 .1 ~
The imoori~nce or the tax base to the state, county and city and particularly to
our schools must not be overlooked.
CRITERIA aND EVALUATION GUIDANCE:
An option to be evaluated must have an identifiable sponsor or process that the city
can pursue that will result in a comprehensive plan to the City staff for evaluation; e.g.
an RFQ/P to industry, ~sk the city staff to expand the park, request a not-for-profit to
submit a plan. Each option will be evaluated with equal weight to each of the three
following criteria:
A.ttract People:
1. Operating hours per year open to the public.
2. Estilllated nUIllber of' people per year.
3. Seasonlll factors/~arket segment/Demograghic segment.
A.esthetics :
1. Appeal to the human senses.
2. Cultural contribuition.
E'valuate with respect to the current structure and intended application.
Financial:
1-
2.
3.
........'
Minimum risk to public c.apital.
Esti.mated. sales tax revenue and esti:nated property ta.~ revenue.
Estimated return on public capital with minimum payback time.
. ~.-..............._-;..._...............-
\ I:' -:: ,',- \I~' fS ~ '.
___. , 15 - , · _...... I II f
:uUj MAY O-;1~92-1.0
I L._ -~ J i
.f'II '( "~"'t:RK Of;PT
Euw
I
.
..~
.pO, .....
" ~I"
:" ,
, ' , ,~ ,~ \ I ,/' ,I .",' I \ .. I I' ,I, " , I \' , .' ' " < ,: I~
Final Recommendations
KAAS TASK FORCE
Robert V. Kennedy
I recommend and cast my vote far the following:
Offer the Florida Gulf Coast Art Center a long term lease, with City buyback, for the Xaas
Brothers · footprint R for a price of not less than $1.5 million. This would include their
required parking space. The inte-at is to provide a cultural attraction in an aesthetic
setting with the hope of drawing much more thaD their current 200 people per day. This
would set the stage for further local area enhancements. It also returns a fair portion of
the $1.9 million purchase price.
Issue an RFQ to developers for the remal.nlng property above the 281 level including the
Library and Chamber of Commerce properties. Should the Art Center vote not prevail, include
the ~aas Brothers property. The same long term lease arrangement is recommended. Delay the
RFQ until the Art Center agreemen~ is consummated. Allow responses for all of the property
or part of the property. The price per square foot must be greater than that paid by the
Florida Gulf Coast Art Center and tax base revenue along with consistent architectural
standards should be the dominant selection criteria. If suitable responses are not received
wait until the Art Center is completed and try agai.n. If the Art Center recommendation does
not prevail then the tilDe urgency of this aptian increases. If the Library must be rebullt
it could significantly increase the financial burden to the taxpayers. Fa!" this reason the
sale of the Library property should be considered as a separate issue by the City Council
if the Lib:-ary needs to be replaced. This option must return all reniaining public
investment funds required to expand the park, purchase the Chamber property, pay back the
remainder of the Sl.9 million for the Xaas site and provide a healthy source of tax revenue
and people flow for the downto~n area. If the Library must be replaced it is doubtful that
it should be included in the RFQ package since the replacement would be much more
expensive than any option considered far the liaas property.
Extend Coachman Par:t to include 'the arec to the west of the Kaas "foot:n:-int" a.Dc. the
nortb- south aree of DTew st~eet so that tne part extends to the wa~er, Replace the
parkin~ lot west of Kaas with landscaping. Widen the East-Vest Drew St:reet to allow
additional parkinr; far Coachman Park and stree~ vendors on occasions. This satisfies the
large public input to preserve the open space.
....
Provide a trail along the northern, western and southern borders of the Park for possible
inclusion as a spur off of the Pinellas Trail. The cons~ruction 0= exercise stations along
the trail would provide Clearwater with a "Par Course" far downtown residents and business
persons.
"
. .
I vote against the following:
~"
Extending Coachman Park into the Kaas "footprint" or above the 281 level. The excessive
costs far exceeds the pureJy aesthetic benifits and does not attract more people.
Restoring the current ~aas structure for any venture managed by the City.
.', .
,oof~ :
::' {.
, .:,,..~.~;
. ,.. 'r.'t-- ~
-;,'~i.:'i-': ..
':~~f.~[.,:,
'~""~Ii.....
.."'~.....': '
,'~~tSk . "
<~, ! -~.;,\~{~,. .' ,
Funding the destl~ction of or improvement of the existinB Kaas structure by the City. If
and only if all private ventures fail to develop and the City proves a need for more staff
space then I could consider this as one option based on cost eff~~ ~
~ tL.
Firw] ~:~'(;Olllm0.hdi.l.ti.ml::... ;;.~
J\AA~': lM;K FORCE
Rot)(~[~L 'W, Kennedv
J
MAY 26 1992
-'
.'
f. I
After studying the m inub.:!s of the 14 May rnf~eti n~ find read.ing the letter from Dr-. Thomm;--
l.ieibl(~ I ueree that W(~ need to decrease the detail. 1 will be w(]rkiD~ in {,ong Island unlil
1 Jurw IHld will be (lvaHnble in Clearwater until about 10 June. [ recommend and cast my
vote for the following:
The City enter into negotintions with tile Florida GuJ f Coast Art Center to llse as much of
the MlliJ5 Brother's footprint BS n~quired to accommodute their plnns. Either a purchase Dr
lOl1B term lE'llse \oti th il nwerter bllCk to the City wou Lel be l1cc(~ptahle. There should be no
further expense to th(~ City ulJd a significant portion of the $1,9 million fihould be
recni ved for the property. The remainder of the Moas Property may them be used ilS pnrkland.
Tlle FGCAC proposul is !JJ..e.JJn.ly_i9_~,JL_r.rr,e.si.:.L1.1P,,{L...t1ill:t~JI.cJ_v.d.(~{L.c.L~<J.i),t}J.~__pr:.i:-LQ..tp..JiD..f,lD&~. ^ 11
other ideas were unr innncE!d or built upon the city i Dvc->::;tment wi th no C~jt i milte (J f return.
This optioIl recovers some of the Gripi tal nnd InD.] he m~gotiuted to retur'n l?>omE! l,ncoIn(! l.It
lieu of taxes. It prov idef"5 n. eul tUI"al draw for Uw nre.i.l und n more tasteful cnlwncement for
the bluff thun the current eyesore, Finally it extends the open buyfront to the water. I
rf:!cornmend this option with maximum IDtitude to tbe designf..ltcd negotiator.
Should you fail to agree on the above. I recommend that the City issue ('In RFQ to deve.loper.s
and not-far-profits, including the FGCAC. to purchase/leiJ.se the KniJs Brot:!Jers footprint.
terms llS nbove. with the remaining MallS property to be us(~d as purk l()nd,
I recommend, as n separate issue. -that the Library and ChiJmber blJi Idinrrfi be left as th(~y
are until the Maas issue js settled by contrnct.
J recommend. as a separate issue, that the north-south pori,lon of Dc'ew strept; be I;)D~;;C:~
and the Park be extended to the water. Tbe City should consider additi.onal pcH-kinr; Jar the
expanded Park,
I vote against the following:
Extending CoachmuIl Park into the Kaas "footprint" or above the 28. level. In my oIHnlon.
the excessive cost f~r exceeds the purely aesthetic benefits and will not attract more
people than the current Park, nor llttract new business ventures, Then..} has been a d('l..i.:u:lly
silence from the development community on the Maas property Dnd no evidence to GUeRest
that a bigger park will change the adverse trend in Downtown.
Restorine the ciJrrent Maas structure for any venture IDanE.leed. by the Ci ty. I strongly prefer
to Dlanage my own riSK capital t.\Dd resent the use of public funds for "ventures" or
property investments.
v '-
least
/
1)
. !Lib"
"/
.-
Funding the destruction of or improvement of the existing Maas structure by the City. If
and only if, all private ventures fail to develop and the City proves a need for more staff
space. then and only then, retaining the MilaS strlJctun~ could be considered as one option
based on cost avoidance. The only rer"1son for the City to fund the renloval of the Kaas
structure would b€ the Park-'only option. All private ventures should bear thnt expens-.e.
The sale/lease af the Library property if the
$5 million addl tional funds would be required
Li brary \olould ha.ve to be replaced. At
to replace the Librury() ) ;:. J /J .
Mkt /1/
... .
March 5, 1992
City of Clearwater
Maas Task Force
Chairman and Members:
May I suggest the enclosed strategy outline as a fair and objective
method to a final recommendation for the Maas property as outlined
in our mission statement.
There is a very limited amount of time remaining before our report
is due on May 28th. In consideration of the volume of input,
necessary analysis and research I believe a precise format should
be followed to develop a strong and reI iabl e recommenda tion.
Anything short of this exercise would expose the Task Force to
justifiable criticism for not keeping an open mind and absence of
documented due process.
Now that a common goal and value qualifiers have been established,
committees should be assigned tasks to divide the workload and
allow for proper analysis, feasibility of uses and general position
statements.
Input related to each use should be obtained from sources by the
appropriate committee members. A sampling of public input, surface
facts and personal convictions is not sufficient study to develop
a recommendation that must stand up under great public scrutiny and
be the "greatest benefit to the largest number of people".
l~f~A~"~~nl:~rn@
CITY CLERK O=I>T. I
.
. ~ .." " , ' , . , . , . . . - , " ." . .
,. .',. ~". .:: ;':.5 .'. ;0.',; ; t.,:" ...~'.... ',", ~. :, " J>,l ." ..~
t '
_ .MA1\S hAASK ~QILC_g_,~_1Rl\TE9X_.9J.r!'.kLN~,
!{ARC fi._ll
A. Minutes
B. PublIc Presentations and Input
C. Discuss methods of approach to Goal
D. Vote and Adopt appropriate method.
E. Assign committee's for various uses
1. Open Park Lands
2. Existing Building Use
3. Private Redevelopment of Site
4. Public Redevelopment of Site
E. Schedule input and review agenda for next meeting
Topic: Open Park Land Use
MARCH 26
A. Minutes
B. Public Presentations and Input
c. Topic: Open Park Land Use
1. Committee Report
a. Summary of Public Input
b. Maas Site Only
c. Surrounding Bluff
d. Position Statement
2. Panel Discussion
D. Schedule input and review agenda 'for next meeting
Topic: Existing Building Uses
APRIL 9
A. Minutes
B. Public Presentations and Input
C. Topic: Existing Buildinq Uses
1. Committee Report
a. Summary of Public Input
b. Maas Site Only
c. Surrounding Bluff
d. Position Statement
2. Panel Discussion
D. Schedule input and review agenda for next meeting
Topic: Private Redevelopment of Site
",.,,'. ."
. , I , It, \ 'I I ' " . I" " \ t ~ \ . ., ' ,
,:\, .".' . \ .' ,." ',C. ~1..~' ," t':'f': .' " ~ .. '.' ',' . ,.... "
~PRIL 23
A.. Minutes
B. Public Presentations and Input
C. Topic: Private Redevelopment of Site
1. Committee Report
a. Summary of Public Input
b. Maas Site Only
c. Surrounding Bluff
d. Position Statement
2. Panel Discussion
D. Schedule input and review agenda for next meeting
Topic: Public Redevelopment of Site for Public Use
MAY 14
A. Minutes
B. Public Presentations and Input
C. Topic: Public Redevelopment of Site for Public Use
1. Committee Report
a. Summary of Public Input
b. Maas Site Only
c. Surrounding Bluff
d, Recommendation
2. Panel Discussion
D. Schedule input and review agenda for next meeting
Topic: Final Recommendations
MAY 28
A. Minutes
B. Public Presentations and Input
C. Topic: Final Recommendations
L Individual Task Force Members present Primary and two
alternate recommendations with pros and cons
2. Panel Discussion
3. Members Vote for Pr imary and two al ternate recommendations
D. Task Force Concludes
Cost to Demolish Whole Building and Foundations
Cost to Demolish South Addition Only and leave concrete slab and
footings for parking and vista
Cost to Demolish just the building and leave foundation and footing
to build a new auditorium using the existing pilings, footings, and
foundation slab --Any cost savings
How valuable a park use would the site be used for in
considerations of the heavy traffic and noise on Cleveland and
Osceola, especiallY with Drew St. closing. (ie how much of the
actual Maas Site would be sacrificed for buffer space rather than
usable park space.
At the present time with the city 98% built out is the city short
of park lands?
How many acres Imiles of waterfront park lands does the city
presently have?
Is the Seminole dock area considered Park lands? The Memor ial
Causeway? Clearwater Beach, Pier 60, South Gulfview and Rockaway
and Beach Ree. Center Rockaway Areas?
Given the fact that the city already owns most all the surrounding
lands to and along the Bay front what is the impact of not having
the Maas Building site for additional park use?
~~ ,
~ ~~~~ ~~\A~~
~~ ~ ~'\:~ .
~ ~<5Wt. ~ ~~~~
\.).} ~ ~ ~ . .~ ~
~~ . ~~~
,~
~~
/~
~".!"-';',, '
\J
, ;.
TO: MAAS BROTHERS TASK FORCE COMMITTEE
FROM: PHOEBE MOSS
Two of our goals are:
- to generate benefits to the greatest number of people
- to bring people downtown
We have a park that brings people downtown only when there are special
events in the park.
We have condos and apartments but the residents go elsewhere to shop
and to eat.
We need to consider development of the area which includes the Maas
Brothers site, library and Chamber of Commerce. We need to let
developers know we want to hear from them. The city does not want a
project that will cost them money and the City should not be running
this project. The City needs to have money returned to them through
lease or outright purchase.
He can bring people downtown if we have somp.thing other malls do not
have. This can be accomplished with new innovative development!
i
The response of our citizens at the January meetings indicated the
grea test requests 1vere for resta uran ts, shoppes and a movie theater -
some place for people to go and be entertained. When Countryside
Mall was built, people went there to shop, dine and be entertained.
It was new and exciting. Build something different on the Bayfront
and they will come! Open up restaurants to the waterfront with out-
side terraces and dining.
For the tourists who visit Clearwater Beach without their own trans-
portation, it is almost impossible to visit malls with public trans-
portation (PSTA). During February, March and April the City antici-
pates 1.4 million people will visit Clearwater beaches. After enjoying
the sun and sand during the day, they need some place to enjoy the
evening. They have money to spend.
;~'f~~'HCre ate'<;g~n 'f'e~'t'i'Ve:~i~ ~'::~;~ch a sc'ar{;'oe ";sfaerfL':a:t: ':~.a'a:ysi:"t3.,e:i:J:IF::;~~:fu i, Fan e u i 1
~Hall in Boston and the Baltimore Harbor. These ~riccessful projects
are the earmark of experienced developers. Light up the complex and
downtown with lights, music and people!
Shoppes should include merchandise not found in other malls. An up-
scale Outlet Mall would be an attraction. Blue Ridge OUtlet Center in
Martinsburg, West Virginia converted old 1veaving mills to elegant
outlet stores - Gant, Ralph Lauren Lauren, Ann Taylor, Ann Klein,
9 West, Etienne Aigner - to name just a few. I have heard residents
mention they go to the Outlet Mall in Orlando just to shop, and now
there are two outlet malls north of Sarasota. The downtown stores
could be expanded to more outlet stores.
An open air market selling fresh flowers, fruit and vegetables and
kiosks or carts with miscellaneous items would be attractive. The
Haas parking area and Drew Street west of Osceola should be added to
Coachman Park. Add a playground such as the one at Crest Lake with
picnic tables and permit outdoor entertainment with street singers
and entertainers, puppet shows, etc. during the day as well as at
night.
".........,
')
The beach trolly could carry the shoppers from the beach or to the
parking areas. Land needs to be set asdie for parking with signage
to indicate parking locations.
I would recommend adding the 3.8 acres to Coachman Park only after
every effort was made to contact developers for this site. If the
park were enlarged, there should be more entertainment offered on a
regular basis. Residents come downtown to parades, jazz festivals
and concerts. Other than special events, there is little to draw
people downtown.
U~e the Eust End for the hub of City government and culture. Build
the Florida Gulf Coast Art Center, library and Chamber of Commerce
there.
We have a jewel on the west coast and need to restore it to its
original brightness! Let's see Clearwater sparkle again!
'.........~""'- .
~ ~: ~4D 1;~rn \~I
CITY ClEPV ',~. ~1
'~
I" ,\ I ;. :, I A '/ .. ,'~ , , . 1 " ,,- "" 'I \ (" ~ ' 1 I ' / _, ~ 'I "f.. i , " .,.,' I ~
u. COINICTIOH: '1'he elements of Glt.C:W has warped tile trust/IIlGulline of
1.1erc hant-Consumer relut ionsllip. I sugge st a credo.... ~'J!fJ\'r 'S GOOD :i'OH THE
'I"'Y'. A'~ 'H/C(1) I I"'" .'.') 1" "'01\ "ou 13U 'II" "c'"
l-uu': 1..:.- ~..~l...lUl.;.bl\ oJ Uv J.J l' n. 0 \~~.:Ju .
,
,..
li'ebruary 26 1992
,
, ..-...... '1'0 : l,lembers the ldAAS BHOTHERS TASK ll'()HCE
' , 01'
FHO III : Ste~hen A. 3nliga~
~lJ}jJbCT: Position Paper (1:lA.AS Brothers Complex)
(Reference, my :,Iern.o "Observations and COJlunent s", for 2/13/92 meeting)
A. 1)EH~50uAL }-JlllLOSOlJ HY S'rAT1S1.lli:lIT:
1. My Convictions, Emotions and Values huve been molded by generntionG of 'I'/or
VeteraL 'j, from W\AJ-I to Desert storm. \'/e ser"ed to "preserve the Anericun 'I'JUY",
for FUTURE .}~~,.~H.tVrIOlJS. (i~ow in doubt and \'-Ie feel betrayed) .
b. ,iLU'fIOl~: ~-iuvin~ 3urvi ved the :';l&Nr lJV.:pHl~0:JI<)h tlll'ou(:h fru(~ali ty. ..
(~1t\0'l'~ l~O'l'- - -ia\N'll HO'f).. .lost 4 years by \':or :Jervice. 'rhese experiences
resulted in Ea~ly I,luturity...therefore...I relate to the .i<1JTUifu: (-;t:~.~jL\'I'ION
attempting to l:3njoy childhood. I strollgly support their fervent ullpeals
to our Adult World... "A PLACE TO GO... 11
'b'"
c. V.t;LUE;:3: I do not believe that pure pragmatic reasoning can solve the
diverse, factional desires and opinions, unless modified by compns3ion
and Social Vision. "...Society will STALL and JtIN, without
the modifying Influence of :POETRY J A,('f,
~CUl)J'11l1~, j\-l1CHI'rBC'l11m.~ HIJD 1.lU:JIC.....
Searching for the l-UHITY of' SOUL..."
:James A. Michener
t':":';;::i.."i{;i"
B. IDlli~Tll!'YL~G \'i.Al~T~ and lf~iIDJ:
1. (rhe M/\i\S Brothers Task Force has been privileged to oIlalyze and recommend
the best use for the ~:~ complex. We will be thanked or cursed by the
b1.rru:& G,8N.b;RA(rION(S). rrhis is a Ion grange lfU'I'URlVS.'dee1s1on.
2. Clearwater has lDST many of its "treasures" in the lust 2 to 5 years, and
the HLill> to replace/substitute them is acute, for a quo.lity of life for ALL;
the Beach as well us the Mainland residents and our seE,sonalo. :'Guestn ". }'erhaps
smaller scale, clustered ''''rreasures'' would be a viable solution to replace
the ~ociQl, Oin111[:, 'md Shopping Meccas or tho past, such as; *'j<fJ'Ol\. 'Treo,
*Siples, *l,:orrisons, *Hoberts, *Sandcastle, *J. 13yrons, *1.:1.185 13rother::;, etc.
3. There is 1 ini tB j uccess to Huth Eckerd Hall and the JapCiIlese l:lido, 1'01'
quality social events, and l:':civute ],:el!~tership Clubs ror tncir own <lctivities,
but, llJohn &.. JOIlO ~. }lublic" have been shunted to City dull ~nnex, or t:le likes
or the old Diuudtt Cadillac show rOOI~lS. 'l'he:Jo lire Jrci ',;uI'ld-Clu:.3s Cr.llJcrs.
Clearwater taxpayers deserve better.
,..~
4. .c:veryone a..!;rees and Wi~~T a vibrant, viable, self-sustaining "JO:::~'rcJ':/ir",
the Bi!;i\Cd.. .1~~.:3 to reduce it's seasonal conGestion. 'rlle L:Ju\S Suilding
conversion to a iill13/COH~/j",1AGrri1'r, a Multi-Status Comr.n.mity Act i vi ties. Center,
"...A PLACE r1'O GO", for Youth and .A~ults...(Just like th\!good ole days).
Page 1 of 4
....
,"-....
\
,
F~bruury 26, 1992
C. 1; j~.rr.;(l'~H,..') :
1. 'rile IfHuting 'l'3,iwr If professionals of Talk Haclio :Jhows, profess t hut only
one-half of one percent of it's listeners ever call-in, Iwd tjven less for
o tlHJr rned ia ::iUC Ii f.i G 'fV LInd l~ewspupers. However, J\lJVl!;l(l'Ith~ J\ JIlL,!, F'l!;;JTIV'IL
""lith good weather) and 50 thousand show-up (halt' of Cleurwoter). I}'lle fact
that a low number oj" taxpayers made written and verbal COHl.:r.ents regarding
t he Mj-tJt~ complex usa, these respondent s represent 'the '':/iovers ond ~hukers"
that represent a great depth 0.1' contact in expressing their vie\\ls.
a. If th.ere is u doubt of representative opions expressed, the~l
a ~~D)UU may be in order.
"<' ....'" >~'.
\,
)
\'....c.:>';:r........?
o
)w~~\
~J~~
2. If.. .:NO Referendum, 1 recom-;end the lil.AA~ Brothers Building be Pr.:H!..lANBNTLY
retained by the City of Clearwater, us part of the rerrnrment Coachman Park.
The building, to meet the ':JAI:fr~ and N81illiJ of Clearwater, be converted. to
supplyint; a Broud Spectrum of Goods and Services, as expressed by the citizen'3
input) accomplishod by Contracting I.larkering and Activities I.mnngors.
a. :P l-lliCED~\'rs:
(1) 3each Pavilion
(2) Beach' "Howard Johnsons"
(3) , Jack Hussel ~tadium
(4) Clearwater Country Club
(5) Chi-Chi Rodriguez Foundation
(6) Sailing Center, Sand Key, Btc.
NOT~: A classic City response to Citizen \11\1'1'1'8, wns tho
clOSG down nnd purchase of and renovation of the Carmer
Coco..Uuts lJight Club in I:OH.!!I:';r}.:.HuB at a cost of neavly
~2-!.Iillion, serving n Dr.1Ull ser;ment of Clourwl1tcr.
3. Il.'he Buildin(~ Condition; o,stilnuted CO~3t, of renoV[..i.tioIl is :;,,1,34~;, :h2.00
(}-af;e 2'1, CB letter to J.. V. llensley, i.:uy ~O, .i.l.J91) and in my opinior. is
over'Talued. I sub:nit, this e~tirn8.te is obviously tl.ised. on a LIi<=':: :;~:'.i
condi tion. 'rHI::) 1.) NOT r,bC~~SAHY to begin op0rat io!.1s I only t:le bare necessity
required uutil t:18 1'acility begins to prOduce revenue::l. ',iith tI new roof and
other minor repairs, n more reasonable estimate vJOuld be ~250,OOO.OO.
4. Friable and i~o!l-friable asbestos: ;.Iy re~8~\rch rc'/euls thut me:;:; Piuullas
School s contain BO'rH ty'pes of' asbesto 3>> und have pass-C~Hl'Ili'I.iill Kt'1-. inspect ions
every 6 rnollths.. A quest ion arises... if ill-' A C.c;i?fIr'lli;3 O..1\.. i'or the very
sensitive mass negative reaction from Parents, why is it so necess(-.:.l'Y to pI'8Sent
u punic and I.1UST llli1.;Oi[~ for this facility? Fireproofing steel beel:-.s nbove
u dropped ceiling, in my opinion is not a do-or-die situation. This "potential"
hazard is no different than sensible b'ire Prevention.
5. The 28 ft Coastal Flood Hazard area above 1.10L. Worst case scenari 0 for a
predicted Flood Surge from the Gulf of Mexico. It is axiomatic, ,ALL l';~~'J coastal
construction must be elevated on stilts. l-'resent buildinBs are Grandfnthered
with additions permitted if cost does not exceed 50% of present structure value.
This same Federal/state/City Code applies to ALL coastal land, including
PIER-lOOt ..Island Estates.. . Clearwater Beach.. .Sand Key.. .3ay J.1arine Way.
a. Comment; This is a Non-Problem.
1>ege 2 of 4
. .'..--......
\
I
!
February 26, 1992
"
..
D. ECOrrOi.nC Ii.~ AC'r OF 3 POSSIBLE usc.:S OF MAAS COLlPU~X:
1. rrho City r.1UIl/lgur rovlJa1od 2/13/92 t h:lt he does not ant iciputo UllY now
Industry nor l:1.uch more residential property for added Tux Base. The followinr~
threo (:)) examvlos will show n delie;htful cor:lbination of \~uulity Utilization
for satisfyine the l'ublic 'dAN'I'3 and NEJi:D~, with a PROFIT, same as our little
known rosource, tho Clearwater Gas 3ystorn, whic 11 consi :Jtontly shows :1 P 110FIT
of around ~l I.:lllion per year.
Ii&' AC1'-1 DOH}9l:..~shl axter.d Conc}unan Jerk: 'rhic opt ion \'Jill CO:j1' L ho City
the most, wiLl a continuing burden or un nnnual maintenanco cost,
ad<liticnal parsonnel, at an ll11l1ual COST 01' ~~170 to ~200,0()0.0().
(l) ::eurchase cost........... .~;l,300,OOO.OO
(G) iJe:nolition cost.......... 650,000.00
(3) Lnndscaping.............. 406,000.00
(4) Cost for Added .t'nrk......~2,556,OOO.OO
(5) Annual 1.18 intenance. . ~ . .. . . . . . . . . . . . . . . . ~150, 000.00
(6) Ad Valorem Tax LOSS per year.. ......... 20,000.00
(7) ADDiD TAX BURJEN/yr 1'01" Hew Pork...... .';;170,000.00 (Plus)
I
"~'<., '1;-:"';
IMPACT-2 Demolish, and NEW Development: This scenario would still require
either City or Developer to expend the monies to raze, haul a\'luy
debris, landscape prior to und ofter lJ~\\i Construc'Lion. In event
this happons, the cost to som.eone will be ~1,25G,UOO.OO. Consultant
envisions a 20~OOO sf building cost:ing ubout ~lOO.OO/sf, equals
:,?20 LUllion. Ad Valorem tn:1C would be u'Jout ;';;50, OUO .OO,lyr. l\t
this rate, it would take 50 years to pay back to City ~te initi~l
invest:nu!l't, plus demolition cost s of ~2, :JbC, 000.00.
Preserve, HellovLlt~~_,-.]..lH~_3~_J.~~ Iii lit::: (;101' ',lr to 1 aI' G, :~.) COIltrQctor
to provi(~e t:le GOOd:3 and 0ervicen u:': out1inerl oy the J:na~J nl'oth'~r:;
rrusk Force. The fOllowinG est ir.'.ate s arc del i tertly CO:1SerVI:t i ve ,
by a foetor ,)f 30~; to 60~b lo\'J, to n:.Emro a roalistic oXl~ect,;.tio:l.
Dased or. Building Gize of 164,82();3f, n:1:1 uti:..i=:iIL,: only l()(),OOO:;f
as 3 bosi, G of rentable space (to keep it SiI:1Gle) at h01' ~;f Ll i ~le
space, udu' . ,
(1 Floor S)Bce-Rent. ~ ~l,2GC Goo.oa/y
2) Vendors Gross (1/4 of 12 :.:illion i.:8flS yr ..- ~3)O(JO,OOO.OO yr
(3) 8% of ~3 Million Gross to City..~ 240,OUO.OOjyr
Floor :Jpaco rent to Ci ty . . . . . . . ..;;;1, 20~ 000.001 yr
'l'otul Gross Consertive incoIl8.. .",l,440,OCO.OO/yr
.8Xt'~~~.-.)~3: :Fer Year
a. Utilities-(..;i20,OOO X 12).. ..~.r'240,()OO.OO
b. I.laint Lunnger............... 50,000.00
c. l.rnint Crew (3..\251\).......... 75,00U.00
d. Sub Total...................~365,OOO.OO
e. Manager (5% of Gross)....... 75,000.00
f. Assistants + Operctions..... 150,000.00
g. Totul Operating Cost.........,;;590,OOO.UO
I:,!) ACT-~;
-.-./
I j~ ~i
~~~~ . j
oJ1 ."t V /
~~.
\JA
~ ~~OIJ
h.
i.
j.
k.
GHOSS IlJCOI,fr';. ..\iiI, 440,000.00
E:{P~lJ.::iES.. . . . . . 590 ,000.00
Profit to City 850,000.00
Hep:.iirs/improvcnents.. 150,000.00
li~rr l~HOFI'r to City...,;;700,OOO,OO
PaGe 3 0 f 4
.,
/~
)
, ,
,\;
\":.:",
,!C';
r. '"
~,;-,
" 'J
~: ~::::
!......
.'~ I:", :'" ;......\
\
;'h
<"-~~ '
.,..:}:
.\ ':;
','
1,;1'
;"
.~~ ~.:
\ .~
l"~f:~'
. .~:'
'f,.'
y.-
":'i:,
~\'.
"
;\'
It'':r
~,,~: 1
/, ,I'
'I
",,<
I:
,-I.
~
..\.
.......,/
\--/
\
/:
\
....
:" :t
'\
. , ~
February 26, 1992
E. n,?u: ~14TA':'IOH of CORE/HlJB/l,iAGl'f~T:
1. UO\'J that we .r..now the 01 ty cun not only l''!uko money on the UAAJ Complex,
but also sl3.tisfy the urgent lill.i.ID to the citizons of Clearwater. We need to
drop the proverbial stone in the Pond....and watch the ripples expand and
envelope the whole urea with BXCrrEl,IEl'l1'.
l'HASl!;-l Im.:.ediate Utilization, draft and fil1a1ize contracts.
-(1) Hire u prof'casionol j\C'I'IVlrl'I~:.) ;,\!Id I l1\J1lGThi(} :;~ann.'~eI' (s) ,
\'ii th a 1:1Undate for 1'\c t ion.
(2) Task Force to ration space, and type~) of activities
dusi.rod by public.
(:.5 ) Solicit n~C1T.dATOR Vendors from clel\mc t Jtr i1J . .alls.
(4) Assuro J\cces3 via DH1~~: ...itrect extellf3ion to 1 ul'kil1,c~,
1" AHKIl!G SHOULD i3~ F'llli~... J1.; ;,,;'1' l.IC i:1.r'iLL;.
(5) IW[~ll~IV~ Bench Shuttle.
/
lJH.ASE-2 l\dditions/lmprovernents- - -h;J..li\RI,I.1i\. Vli;,'J (;3pucoport-~'jl~st)+ FLAZA
( I) As traffic/customer yopulation stabi 1 izc s, novJ
incentatives such as un oJo:tension of top floor to
the i:lest, over the 2ntl t'loor pnrki~g ureD, with COIJi ous
use of' ~'Jilldows for Panurul:1ic view lJ-~-':J, for a 4-.Jtur
Rostaurant/Club (like i'~:pok/...jiplo n) VJi th room for
separate l-'arty Rooms.
(2) Build u PLAL..i\ over tho Parking Lot and Drew Jtreet,
cant ilcver style like Frank L. 1,'Jri~ht t s "Falling ~'later" J
ramp s do\'m to Boat ~'erry, 'rhi s enorI:lOUS open spec e
would in fact be an extension of' Coacrulun }lark, for
0.11 sorts of outdoor nctivities, with a Ln!~nificeIlt
view of harbor and Bench :Jkyline, and OH-AH JUIlsets,
close to your auto below.
PllASE-3 l;iE;OPLE :!OVERS.. .to tie it all together.
(1) The second floor parking area under t~u l~ew ~'lest End
:P Ju~ARAliIA VIBW Extension, (ovurlooking t he outdoor
activities on the rL1\L.i\ balm'l) converted to the COnE
Stotion for ',the Cable Operuted PBOtlli ~',:OVj~RS.. . . .
Ln~E-A. . . To and From t he .Eo st ~nd
LI.NB-B. . . To and :B"ror:l the ',','0 st Denc 11
r.rhese PEalPIE i'.iOV~R.S to t he Bunch \'ioultl ut i li z~; the
City Hight-of-\';ay South of Causeway Blvd., nnd the
'I'Jest End Station near the l.:omorial Eall. Coin operated
Golf Carts would transport visitors to Beach, Quietly,
and contribute to the Ambience.
F. CONCLUSION: j\dvantages.
1. Inu!1.odiate satisfuction of a N~ill at small cost \'Jith }'rofit to City.
2. This HUB of activities will releave congestion on the Bench.
3. Will Attract people to Downtown.
4:. Busine 53 lJ Tof'i t s. . . . City 1- rofi t s. . . . Taxpayers/Consumer s .)8. t i:31'ied
5. I.lost. of 011.. , it, wi 11 answer the plcns from our FUTUHj~ GEi~J~:.(f{rIO?r
to provide them.....A :PL\(J~ TO GO....
5. r~ew IM.AGE for ClearvJater...A l)LA~ TO GO...
Page 4 ot ,4 '
,.
- - - -: -aCDA---:-:~ a .~ce:.r~i:
SAUGA DESIGN ASSOCIATES
\- j' ;'. "{"
,:\. ':<,J ::. >'.\ '" .., ',-'
~ '.i!. ,"j. . ." '.. j.:> "
......
, i,//;.'. :\,\~;:,
'. ::~.> ':'>~". ,;/:,
. 'I'
:~ ';,:'~,~ < , ~I 1/';\
~,\ .. ,,' ,'/" \ . >" '.!) . .~: " :,J'
,:.:;':"::,"::"\"',I'M::.::,. ","
" -- ,'\' ,', \, \' I ,', ' ,.."" " ..'{
"'/",,' ~ ..1 ":'r
'., ". -'
r~ ':,
. " /" '. '\.. : "'Y ' , " '
:\ "t.. .' I (.
I / \, I. " / '
,-" ", .,i')I.
'/ d" .~ ,,' ;:\
'.;/' " \... '\,. /: . . ,;f'
.... \" .". '..,
',~:~ ::,?<1:~:;\"':
~..
\,l" .'('"
)", f "1';'
, \'
......'
;.<
" ,;;. ,
'0"" ". ~.
-'
~ I .' ~ . ., +.: '. ~ ':/ /: . I
.--;.' :" :"~,.'
. .:.....'
.,'\.;:~::
','
'(~ .
I .
) ........"
".
"J:, "
I \J' I ~ 1 '. '.. ,I ' l I I, " '\. ; I " I '.' " . , , ! \ /' (. ! \ I' ". I.. . ! ; I
; ~
April 8. 1991
fro: City Clerk, Chairman, and Members ot' the MAAS BROTHERS TASK FORCE
Fno:,~: Stephen A. Seliga
SUBJEC'I': ADD~mUl,I to S. A. Saliga '!Position Paper", dated February 2?, 1992
and Mission statement, and Three (3) Motions.
A. Ut~&TD;G No. 11.. .April 9, 1992, Till'IC: EXISTn~G BUILDING USES
1. This l\DD.El~DUl.l 1s submitted as a Drawing, visually depicting P}lf~[)~S-l,2,& 3,
by pres~rving, renovating, ahd Leasing as much of building as 'Possible, to
be at least salf-supporting, and a high potential for PROFI'r.
2. We have sean pror~ssional Architectural Conce})t:J, by Developer~3, und the
Chamber of Commerce.
3. The Taxpayers have presented their Ideas!\-Jants/tleeds, verbRlly and in v::riting.
4. The ''Voices of Taxpayer Citizens" needed to be visually assembled. The
attached Desien/Drawing is h~~bly presented in behalf of the trusting citizens,
so their n~UTS may be objectively judged against other Visuals. For FREE. For
the Love of Clearwater, and it's F'uture Generation...soon as possible.
B. 1.:rSSIOII SrATEI.~:~HT... GOAL, and advancing three (3) I.lOTION3 for vote.
1" I wish to {lmphasize, we t the MAAS BHOTH~HG TASK FORCE have an over-nll
Llission statement, issued by the City Manager, (with the approval 01' the
,Mayor and Cornmi ssioners) October 18, 1991. 'rhi 3 Task Force made 17 sug!,~est ions
which the Cho.irrnun listed on B flip chart, duly debated, and unanimously
adopted, February 27, 1992, a GpAL, i.e.,
"Gr:HKHATE GREATES/!' BEl-J"EFrr fro THE LARG&ST HU1.illER O}1' }}E0PLE"
1,1otion-l.. .No other ''Mission statements" need be considered.
llotion-2...~0 other property, trails, buildings, roads should be included
into our original ''l.iission'' of l,,1AAS Brothers Building and the
original 3.8 acres. Previous motions m~de expanding our mission
to be deleted.
Motion-3...Stick to our deadline...originully anticipated to be no more than
three (3) months. We are now at six (5) months and "snowballinsn.
'rho Public is t'1:etting restless, wasting critical Staff l,:an Hours,
(~md tux dollars), plus. vacation season coming up f'ust.
~~~'-""
~tephen .1\. ~o.lisn, Mel.1uur 1'.!BTF
906 Casler Ave.
Clearwater, FL 34015
--
-
Nf1'ACIL/ii!J,T:
1. DeSign/Drawing intogrllti1:1g Oi t1zen DlPUTS... visually.
Pa~ lof 1
-
-,
--
---
_w
, r-f,
, ttl
lJl ~'r! '
· '+1 It)i
, , '" U) 0;
, ~ c;j I 0 1.J; ~() I
1-;) , I <l> N' rn ~:I I,
v !.rl (',J:........... l), u) ~
lJ..J I' i>, ,...11 ~~ fl, Q> Q)
I I-li, H......' t) +l
~ -".? Ie' C\l 'd, r: s:1
C' n"~ Ii ,~:: 0.. ~'(tl QI
,'~ E.; ,1) -.....;. 0 Q t) 8
~ -u~ : ~ ~rl ~ 0 : s:1 C3
,- I 0:: ('J + .' 0 ~
1--. ~ r-i ,cn'rl
,:' r t\I S.. .:It ~ rrl +> +
U> ~ Q) · ~ Hi~ I
r ~ 4 OJo. :,," 'd " ~ [~'.o ~~ I ~
-" ~ul ::; 3 f31 t\I ~,] , \ ·
r",- UJ'M . H' .,...4 H H f ·
,<'; _, ~:: ~ : ~il g: ~~ rLl X4\~.
'....1 l'I-' · c." ~ p~.~' + + .
, , , '1' I I
':,~ t 5{.) 111 I:~' ~ ~I > ~ ~ ~ i I
~~t~ ~~ ~ ~I ~~.._.' ~l..;:) ~ ~
~ '. I ' l. ,r- ,,,-' I r:_J, 0 . ::J) I ~
~:I . \ r f l1 rrl ~::; I ~ : 'I
_ l(l)ll I ~--' ,', ~,3' b I HI r 0 r,.,' -I,
.~.... ~\ \" ., ~r] HI.1-.1 ~ ........1 :J) <1;,
')' , ::, / " ~ d E~ ~ ',1). f1.I' E-4 ~') H ~,
t" -, '. · ' I' ~ \l1 f-i, a,:::> [-I, ~, :."l
3 \' .' ;-.r I. ~ 'T" 0 0:: I 0': HI
, ~- \ !j \ \ . , ' .c~ ol:"~l' ~ ~ I 0 i r~1
\ :::.' / \ r _ :; '* * * l)to M-lt '* j * 1
\ ~ J" ,'. '~Il;! ! !! I
~J'f I ,'. ' -../- ,7"-' -- .. ----(':';':' ',-- '
.'!, ( \ \ I I ,\
~':\\ \ I CC.....
~ \" \ \ / uJ '~<::J
~\ ' ,\ ,/ 1-" ~-
\1:: ' ',:: '\ \\ ~: 7-'
;'~, ' .I ' \ r;-':}.0
~,\ \ ! \ \...11{'~ (J
~\\\/ , J\~~r~ / j
· / , 0..-./
l.\ ~ en LX
~-,\~~,j UJ ~ ~
\ v1f ;~~z.
\\/ <\2~~~
\. /--'~'; }- ~ 3 0
~;/ " ---, . U t:: <l ...J
~! /: "~I 5 u 8 )
,; , "1 l.L ~ d)
\ 0
\: 1.\ {to: ~
4.
\ 'JJ " UJ 2
I'" ~~~~ ~\
:~:' 3: ~ (ij 0 \
[t(j) 2 P
<{ill 0 ~
LuO~
1--3
:U
,,--
\
\
\
\
\
\
tl.-,ti.,:',
f ,.,-,.' .
'If.'," ~
..~, ,"' '
'.: .
t
.
'.
,
.'
, , "
I' ~",,;,I '7 \ i
---.-.-- )/," \ .1
. --. ' -~'-"( -'r r - r
----. t
,__' _...._ '\ t.
"', / ~ . \
" I '
"7'-
/
I
I
..
I
\
\
,
---.. ---..-
i
\
\
,
1 '~(I ----
I ( -",
(' '1
\ "
-- :..,
( -.1 (~_.J
; :(
--1>":-= - -In .'
I -.----.-..-- ._~ -',"- ..~..
.....
.~
l:l\.'
"
,
I
1.'&1 .
i c:.> ·
I cr! ·
::..1' p.~ ·
o l(
8 'd~
s:;.:....
,J ,)
..c: ;~
c:.> I{J!
a3 ·
Q) .
rQ
\
)
)
"
.'
\
)
;j
1~
;, ,~\
\
J
l
~~'~
:: "l
"
\ '
." ""'"
I,
/
, , \ ' (
. ) \
\ : \
I )
/
\ '\ )
" )
-- ~-
"
~,f:TEPHEN SALIGA
~06 CASLER AVE.
~LEARWATER. FL, 34615
,
- i
_,~~ 4, 1992
TO: Art Deegan, Commissioner, City of Clearwator, li'L
FROI.:4,tullhun A. SuliBa, Ta:puyur, Cleurwater, FL (,loo: !Jember UAAS Task Force)
~UBJ'~C':': City l.~anuger "l,iuster Plan" to Cor.Jn1ssioner's, April 28, 1992.'
Dour Corr~iss1oner Deegan:
Thunk you for the opportunity to express u position and to append additional
com.'1lents to your excellent "Citizen ~uestionaire 'I of 4!30/iJ2.
In my opinion, the sulJject presontation presents "A ~Jhole llew lJa11 Game II as it
affects the ltaas Brothers Task Force. I~.Lr. WriBht did state... "'will not CO!lunent
on this unu let it up to the Taak Force..." however, he presented a detailed plan
for the extent10n of the Maas parking lot over Drew street as a "1)ono Deal",
including a Staff drawing detailing this action with all the parking lot and Maas
building gone, as a foregone conclusion that the f1l1al decision will con.form to
the Staff existing Plan, which was "in placo" as far beck as 2/13/92, and objected tQ
It is imperative that I proclaim my respect and admiration for the Mayor, the
Commissioners and your astute City lJanager and a highly qualified Civil Service
City Staff. Qualifications 1s ~ in question, only Philosophy and Values as it
may differ/conflict with John & Jane ~. taxpayer.
A. Perceived Philosophy: "...Spend it nil...we !lEn't raise. TAXES....hnve
the Froperty Appraiser raise the vnlue of property.
It fS not really r:1oney, just numbers..."
B. ~erce1ved Values:
(Extl'uctod from Let tars-,,-to the Editor)... they
don't care...it's not their money, ...special
interests are put bofore the Tuxpayerst ...if
t. he:r would quit wasting r.loIley, our tuxes :.::hould
r;o do'.vn.. .etc., ott.:.
'iJith the ~500 BIIJ..IOH S&IJ li'raud) au.:' debt freo !!rition only 2;:; yef_r;j ago, 1::10
no\'1 in d.ebt ~4 T:rULLION... "We The Puople" a:('e conp(~lled to as..K a 1''i::lW que::j" lons.
1. By "Robbins Peter to Pay 1'11\.lTiT ~leluyiill~-i11~pi.()veci projGC"ts€o ~lssr=,!nule
the $10 I.HILlON to buy (l used build ine surplus t.o Sun Bank, ho'l! long,
\vill it take to restoro tho30 monies at the present TAX rate'?
2. How much \'Iill it cost to MZE tho City 11rill i\nnex, the Li hrary?
3. \'ihy would the City want to buy the Chwnber of Commerce building for
a verbal ofrering of ~500 THOUS~{D?
4. How much will it cost the City to build a new Library to replace the
current well maintained, with room for expansion Main Library?
5. Who }3lI;I}BlnTS? Who and why,6oteJ'm1nod the URG&HCY to implement thi s
plan that encompasses six (6) buildings? (l) City !lall, (2) City Hall
Annex, (3) Chamber of OOlnmerce Building, (4) Main Library, (5) Uaus
Complex, (6) Purchaso, and a massive, costly, disru})tive move into the
proposed used buildin/3 costing elO UILLIOH. .At $77.00 a 5C]uare foot'?
(A local Architect stated a l~EVI structure could be built for ~25i:;35, o~
a square foot) City Consultants estimntod thnt a First Class Restorat:'1on
01' the l.li~ Building at ~~8. 00 per .:)(1 uur~~ Foot.
})ace 1 01' 2
~
,- j
Continued....
6. I~ the URGEI~T n~ed to hlploJr.ent this BIen. :noti vuted by the necessity
to move th.e C1 ty Purscn:lel :ror.. tho Annex, to Jilake-way i'or an Ulld isolo sell
Doveloper(s) to irrIplo:r.6ut the ZAS'r Ll,:D Pr<Jject':
If i hi3 is so, t huru 1 S 0 simple sulut ion, Sll vi n~ l.:ILLIOl~~j ur .;;> ~.
Restore the lJaas DUil(l1ng, ;:ove the Annex Personnel: into one floor,
{botter l}uu11ty tllOn prosent quarters, within walking distnnco of
Hq. City Hull, plenty of parking) lease-out the unused space for
Q rGstnurant, shops, and still space for the Old AUditorium/Annex
Youth-Adult .Activities Center. The PROFIT from leasing, could be
applied to a City Hall Addition, oyer the AlH ~J\CE of the present
parking lot of Hq. City Hall. Could be done within the proposed
four (4) year time-fra.'7te contemplated in proposed ''PLtJJ''. (IF...
it is found that f.m uddition to the H<l. City Ifnll i.9 necessary.)
Tr.u LIbH.tillY is deemed to be in excellent condi tior.. J located in u beautiful
;Jut ting, room for oxpllnsion it' necessary. The City ;.lmHlger 3tnted "... we have
tile best library system in the State..." It deeD not n',wcl major surGery, nor
a funeral. p;oing to its e;rave to t:lO cacophony of' Bulldozers. ',';'recking &111s,
with an 1812 overture climax of Dynamite, effusing billowing Green and Gray
clouds, resembling the color of WAST~ IIllJ:.'Y. ;3wne for the or.htJr buildings.
'rhe CHA..U33R of COl:L:EHC~ BUILDli'iG. Tho CofC could sell their 13uildinr; to the
Florida Gulf Coast Art Center. 'r'1cy only plan u G5,000sf.' buildinr.. (thut 's 1/3
the size of tho ~uas DuildinS) JQ~e Blurr, just th~ opposite cornerg
'':-~o proposed. CLOSL'~G 0Ii' Dl~\'l STR~l':r by C:i ty Pll1Lnin~ ~tf1ff. rr'hi;, in !:OT u:Jcr-
fIiondly to our (Auto)-dobl1G society. ';.'hose \'Iho ~8rk at. the euE.;c of the Eurbor
to 'li",j\'J the uxcitip..g skylir..o, boat:3 und SUlif.lct:J, :",hvul:l be tsiven ccnsidcrat.ion
tile ~:-ilne as t:1e seldom used ri'ennL.l Court:.; neurby, e~rGciully, the hUDdicQl-'pcd,
WilO ~;it in their cars, to avoid t~e traffic on thi) Beoch. '1.'0 park at the I~orth
Bouch costH v~.OO for u lesser viow.
All W:lO liv~ h'orth al~d East, (including Dunedin) of the "on the books" fivo (t,)
lena .JrtE~, :.3treet) all the way fron :,lcI.:ullen-Booth l~oad to the fur East-I;:nd to
OGceola do\mtown. (7 ,?~i'uture Route 60 1 1) use DR8\i 3troGt, as is, to the Beach.
If the Traffic-LiGhts work at Belcher and Drew, (a !l1uch more heavy traffic intersection)
tnis Light phasing cortainly should work at the entrance of bridge to the Beach.
The BE~T SOLUTION: One Wa.l. TO the Beach via the present DREW street, One Way EXIT
via PIERCE. Close Cleveland at the bottom of tho hill) and !.eally revive DOi'l1~?O\'!N
"'Iith stroot parkinB and .Pedestrian traffic. Where would the FUN 'iI SITH parade
flonts, etc. de-acti vata if the pnrlting lot were grassed-in all the way to the eJe;e
of the :'1llrbor1
CLO~: r':ho BBl&FITS1 1.
2.
llri vnte driveway for ~c1e!1tolOg;{ FLAG
:Private driveway for Chamber of Commerce
Ilri vu.te acceu s to 01 ty sub3idi zed :Pl'i vate Ferry .Jerv.
3.
OF t.:i~ :
'I,jho Bi.l.U,!!"ITS'? 1. 50 to 75.000 Uort.h-8ust re:3idents, includlIlf};
ace 08:,1 GIld use by Hundi cappod.
1 bclliave tho above 'Would fulfill tho ~.;:~'rJ.i' Mission [,itoter:1ent GOj~....
"OOlERA'lli GREA1'b~T bi.:~!.L~li'I'r TO 'i'l1E L;J{GB;j'r lru:lli~R O~:' 1- ':;01Jl.B"
(. . . . . aI~d :3UVO ::lILLIOll.j of ~~ .~ ~)
IJa[!.o 2 of' 2 ~
'......
~~STEPHEN SALIGA
r .....r<~06 CASLt:R AVE.
~t~.. ~'LEARW ATER, FL. 34615
)
..
nay 5, 1992
TO 'l'Pj:; ~Ifl'OR, St. .PeteraburC'j(;LIH~r\'ltlt(Jr '1'1:[;::5.
Reference: Cit:r h;ana~er "Mast'..;r L)L:~,1l April ZE/92
Editors r:ot.e "Is t~ll;j ;. ::;.; iJ.t1!'l t;~lut will fly," April 29/92
Chuirm1.1n, Greater CJ..\)r.(".';~:LtJr Cl....n:~!ber 0C Cor.llnerco ". .\'It.1nt best for City)! 5h/
(;;lso-Clear-.Jater, DOVt;loponJ c~:()uld \vork to~ether--Grec Jewell, April, 30/04)
I wont to thank };;r. rtf_unilton , ~.1Uil';1;~lcii~- t:.e G=eater Clear'Jllater C of C revealing
that the City 1,!anut-;er's proposaL was "...excerptn from our tfChambel' Types" tusk
force study of the issue that we cava to c1 ty staff some months ago."
There are 104,000 Citizens of Clonrwater....ubout 2,000 .'Chamber Types"...und
about 450 running City Ha21. There were only 300 Communist's who controlled the
whole of Czechoslovk1a, with the support. of "Soviet Types". I hope I do not seo
a parallel of "special interests" influencing our trusted Elected Leaders through
contaminating their astute City Llunager into baing a '~obesp1erre Type fl.
\i~, in the good ole Us 01' A, Elec~t who control us, ~rusting their judeement and
values. However, it seems ":..3:pe0181 Interest" types surely clouded their judgement
which permi tted the S &. L $500 BILLIOH Developer's "Welfare Program"... (bet many
of them \'lera C of' C tY})es). Tr.e sG.me formula perm1 tted them to squander USA into
a ~4 THILLO~~ Debt in about 20 years, from (l Dobt Free U.sA that "~Jon" WViII, split,
t he Atom, invented transistors>> TV, end }lut-a-rnan-on-the-Hoon. What Happened'?
The Debt Free generation -retired. fIlld let it all happeno I'm just ~uessing, but
I bl~t the "Profi tears" were Qrno:1;,~--tho numbers of "Char.lb~r Type s". . . t h0 rut lire be J.nrr.rnod;
1": ow , in Cl~ur\'Juter, "Gruative ,:,"ill<l:.Gillg"..LHob Peter to Pay l)uul) will "burro;.;1v
.;;;10 LIUIOi, from other lJrojoct.~ (':.\..l.st ;1VIJ:llu:11.Ly be [;1.4id b~ck in th<~ futur8), to
buy tho U~l) dun 13nn~ j\'.L'rUL;:,; (C'l' lD it ;WIidY) build.in~. In any cnstJ, it 's fo,", th8 bird'
Hlld ia il:lple::lenting tile City :,!zl;la,",_':::,s!Jhn;,b.H' of' JO:'J:orcefs I.:n~Jter !:-lun, the Cha:abcr
proposes to sell their' build in!: 1;:; ":.h0 Ci ty :'or ~/)()0, OOO.~, D~;,:(,LJ..':;i: t:~e ...illn
"1. "'~y ',.. ., .1.1...... C't" ::. '1 . ",,,,,,." '"or 1 T:"1r it"l'. 'il:;"11 '...,,) fo th '/,. ..' b '11' .
J....lur.... ) l.~....) J.jUl Cl .It..>) 1 J ..".J.." I'..J.'~.J., a..,. ..'.1.> ./v, ,...v........J.I.......J ,r .0 h.rc.Ve~) U1 (1.f'1.L,
'0 ,.al'!. 1" I"l""'kl' '1(.' "'c',ce" t'or "'i(')',.. t "'\'~ I' \')' "'''''''''''.(')'''' '1'.','.. .1' ('))
L" ~ } ~ V.l.1 (" .... ... t::,., .;,.) ~ u ~~~, ~- __'.4' i.aJ ,. 4.1. ~ ' J " .. ...' ~ :(..;..: \ ~ ..... _./ 1" ';".J ... . .
Letls'~ot practical, u~e what, ',\1;\ 1.1~VO, prcvi::F' ','L:;t,. the Clty I:.r"::{,0:~) (llct:iJ..lrr...;).
8.1~d St.lVG r.:illions of ;';'fi !)l;l.LM..~j.
Ti~ rrA:u' AY;.;R:3 1; LAl~:
1. Hestol'e M{-\..tW ~t:ildi~lg i'or abo1.\t ~l<;ILLIOr; (Built atronS(H' than to:lny's)
2. .,:ove Annex p00ple to 0:10 ~ l) floor (~O-Tj~O'C'J1\rJ) Sq. Ft.) of 1:1.1\.A3 und lease
out the rest of the 1 Go-'ITiOU;.>A,;lJ SQ. Ft., v;ith room for Auditorium and
00c1ul events, rtestuuruntl S'nops, etc. It will pay for itself.
3. :Jave tho i,iain L1 brary fr0:r. a D'3J:lo1i tion "funeral"... going to it' f::. grave
wi th an 1812 Overture cl ir:l!lx of Dynu.mi te, effusing billowing Grf.~en und
Grey cloud s>> resemblini~ the color of 1,'iA~ry..till i\'lOl.~'Y. Sane for the other bui lc1ini,~G
4. IF lfE.&DED. . .luter" build a Ci ty J'\nnex over the parkir.g lot of present City !inll.
5. Close Cleveland st. at bottor:l of the hill. DREW street, On.c:-WAY-to the Bench.
1> ierce Blvd., O!ill-\u\Y.. .::'::XJ.'r- from-t he-Beach. ParkinB on Cleveland '.'iill provide
at least 15 spacos, plus. IJedestriun traffic, Downtown CO!:10S ulive.
6. Chamber of Cor:W,I;fce soIl their ~5()O ".J.11iUli~Ju\~lJ property to the Florida Gulf Con~jt
Art Center. (11110 FGC;~G :plan is only 1/3 the si ze of 1;1Iu\::> building.)
',;0 need I;O'I' make un IlltJ mistako (Tl:",~,,j ~!4/~~.; .t'-Eb).. .want to ~ivo up lavish officE:s...
there i~ no way we should be ill 11:1 offico lil\8 tJ.ut, \'iith cut-bucks and lnyoffso..
tI. ..if you want to fly first cla:~s, go "J()rk for !Jri'lute industry." ('l.uote 'by .Tin 'l'()W/'.;Y
loct11 C:l10f of Florid::!. lIFt)) [,!C,:Jt l.i"lxpny,~;r.; \il)uld tl(~roo.
, I
- '-~,~. ,,~~J d':.~.....cA 7 ' -
Jt \~ph,)n : \. Jt.lll/.:a
. ., ,-", , r' , ,. ^ .... .. ... " ,'.... \' .'
'. '..' '/: ,,' ,'I :'..'1' ,''''',: "''\'~''/'~'I~ ; , ',', , . '\'~':I"~ ',',.' ,..," "'\"'l"/'/'I"\' , ! I' I'. ,1"- "" "".\ ,
~,....t;1. . .\.... " ': '" ,,'.' 'I" ',,: :'~"-'.. ~'l ',' _."~,"" .. ',","~ / I '\ " _ ' , . :.....,,'; I '.-' I " /" '. I,
,.., 't:?" " I ',,' \ j '.'", ',,',' , /{"", , '-, \, \, ,'," '"...." I., ' \ .... ' ','.', f./ ' " \ I " '.),' ,
, ;. '\ .','1 "", ", " ,J' '" '.':', ' ..,' (' ' ',' "..', , ,",1- ...':;, ' ..,' ,,' " /,.', ' '\; \, (. , "'. " '
, . ,- . . '. ....... . .,.. \"., '..' ,/'. \ >.'to," -.... I '/'.' I. ~ \~ ..... /,' . r,.I"... .,........, I I /, ,', '. "j ~.-', \ "
','-." .." . ,",",'" .,", /~-'\ '".\t".,":",.. ,."j,':, ,\,""'" : ,', ',~
' "" , >.. ' \' ,.", ,.."".' I \. \ ,r ,~,." " _ I .',' _ _, .,....., , " , '" t,."" '
, -' "." '- .,' Or:, \_,~: ~~_ ~____.\ 1'" .~ .~~..._, ,.,. .......... .,' \~l -,....... ...
,
...
, ~STEPHEN SALIGA
..- ~ 06 CASLER AVE.
~,. }.'LEARWATER, Fl" 34615
..
tray 6, 1992
TO: Honorable L:uyor nnd CO:'';:li,:;;':'Cllt:fJ,
Oi ty of Cleurwator, ~"l.)r idn
FRO;.: :
ste};hen A. 0aliCH~ 'J.'u:q..;!lYtJ'I'-Gl~a!,"\1:tter) FL (1\190: l'.lomber) HJ\AS-'rusk 1!"orce)
m.mJE~': Ci ty ECi:luger j) resont:c... t..:. ()n (~.r J ", :asto.L' lJlon" :'01' cloer'\vo.ter I April 28/92
Af'ter this presentation, su!,m c,f you prudently j,n,dic::lted n desire to explore
alternatives, prior to a decisio:l 01.1 t~.is l'L1\N&
According to a ftLetter-to-the-Editor" 5/5/92 by t.Ir. K.G. Hamilton, board chairman
Greater Clearwator Chamber of Co~merceJ stated "...Actually, some of the proposal
appears to be excerpts from our "Cnambertypes" task force study of the ii311Ue that
we gave to city stoff sone mor.ths ago."
A GUEST COLU1.IN, April 30, 1992 by Greg Jewell, (a nember of the MAAS Task li'orce)
wrote a plea.... "Clearwater. Devolopers should work together", mirrors to a great
extent the "Chamber's" 'proposal, thut is to depend on Developers, in par-tenorship
with the 01 ty.
From the begilUling, October, 1991, when the llIaas Task Force was formed, a suspicion
among some of the I:lembers was thut someO~le was :pressuring the proceed.ings to
Dem.olish the MAP.s building {cost about the snffit) to ~ as to RESTOrg it). :,Jow
it becomes very clear '\'Jhera thut ~e3:,JUre i~) coming from.. .the Chamber of' COr:l.clerce.
It appears the plcuUled goal, so cleverly ore hestrated by the Char,!ber of Co!:unerce,
is to sell their buildin~ to tho City for 'lii~500 Thousand J Demolish and Dev~~~
the Citizen Ovmed Coachman \'/ater~:ront Bluff', \'Jith the help of t.he Cit.y, to bui.let
an "A1I-Guites Hotel" (Condos 1) ~1l)d SO!:1('} "i;,rnold Rug" ~hcps....for tho ter~~,it of
f . t d f r<t;"'''1,~D^rrr::' G'-} "'1.' ,m 1 -, "~'~~'m '1'0 'Ill'" ~.' '....." ,. 'ITt' .... P' 01.' , " " 1'\;'
a aw, ~ns ee 0 '0 .\..n:'.\iJj1.nJ';~ J...~\.:...L!.~l' (:\~.,,:.l'..Ll ~ .L1lnl..r~.::JL' .';uhWLd\ J.' j .i~lJ.t' ~.
The Oi ty Manager/Char:1ber of CO:~':':1erce G' 1. ~ol\:') would yet uguin be an 11~I:5UL'l' to
our FUTURE GE.h~RATlON. The $oCC-iHllior: l)o\.~lo:pers Fraud J ond u.n embabo.rro ssin~
;)4-THIILIO~J liutionul Debt... shou,:d '3!tY.. .let ':J cut-out the waste end greed, and
leave a Leb8cy f'or our ?U'l'URL~ ':'~_',J.~,Ri1T IUh. .1\(.l.OlJt :';':ld A'PFHOVE the T,;'0;}'ll'[~H l'LiG',~
--=-:-~~)~:.~z.. .1------ -, '. '..--
Stephen A. Saliga ~-~7
Attachments: 1. Answer to COr.1missioner D()e(~an ':3 request for Citizen input.
2. A.'1.swer to Bob Hendorson, Zditor, [;it. Fete/Clearwater TILIES
~<" "/..,', . :-,~' '.'i"', .<: ,.' '. ?" ',:.\ ...."~.,./'i'.'\',.~:..;.",', .,,1,'. '.1.',. ,:, ~<:-'.-: ",':,,:,"I'-~,'" ;.(,1,',":"'" '}',~,':>' '.,'&",),:,:C,",~ I
.: .', ,; "". ",. ,/.., , \, '/',., I '.' ,"(' '''-' '. I ; "." I' .' 'i"'. :' --.' / "'\' ,,-, ,\ '\"'," .',r. ,"
i, \ ,,~: ~ ' ' j.,' :", ", ,.." .:''' :" ",: -'" ~.'~,:' ,\\ \';: ;-- " -::: .~ ,>;;....'.' ,.: ' ',' ,: . -.' ," :",:, i :'~' ".',' :: ':':",,:~: ' ." :~, ~'i .'.:",'-::; . '....:~,':--.:~':'<',; ~:_:,,::.' :' >,..,:\ ,"',~, ";' ~:": / .-:....,' ,':;,:..".:~.-' ,,' .:~: ~:': 1:>_'" j ..: '.'
~TEPHEN SALIGA
W CASLER AVE'.
mw;. LEARWATER, FL. 34615
11ay 8, 1992
FROM:
Oity Clark and l!ember::3 of the MAJ1~~ Brothers 'rask Force (MBTF)
Stephen A. Saliga, membor--l.ffiTi" ~
TO:
SUBJECT: Position statement, prior to final Hecommendation to our Elected (;or.unissioners.
The April 28/92 ''I.laster i-lun" prtjsente,i to the I.~~lyor and Cit:,r Cor:iJitiGsioneru, by
the Oi ty r.rBnager, and the -publi sr:.ed let t er-to-tr.:.6-Edi tor by Ur. K. "'}. lhmilt on ~)/5/c)2,
revealed that the Chamber of CO!n~~ercc furllis::ecl mc:Yt 01' the ''I.:n~:te r' I'lan" to the
City stafr......" some months a["o "0 ~ rlai~r(::-11.. e.o.rni8sion 0: "special IntcJrest"
involvement.. . outside of the Sunsjino I.E.v.'. I 1'e1 t ti'l.O '\-"host " 'pro ssure u11 along,
and I DO NOT appreciate being a pn\'iIl :i.::. f.:JrrlO rort 01.' Q J,:'.:JTJ!' "Jmoke ;3creen" r:;cam9
to enable Develo1?ers to play the;'; &. i.. ~,;cenu.rio..."l{ob :Peter to:Pay .Pm:l"...to tuy
a UJ..ID Atriurn/.hviary BUild.j,ng (i'or t~le birds} u[> a "L~ev..." City Hull t when the problem
cun bo solved wit:: the utilization of the LAAJ building, to uccommodate 150 City
Employees. . .FOR ;. T8lJ WILLION.. (iJO"iH i' AY;,:':~;b'r) to :put our .Future Genernt.i on into
Indentured t)ervitude. I am apalled at the t~enerosity expressed with other peoples
money. Using Jackie Tobinn' cOI:811t. observation... "it '.llouid cost as much to tecH' it
dOV1n.J, as it would to fix .Lt....." J1rl.ple logic would save it, if it had a practical
use, with another TEj,J?OlliUiY life span of 20 to 30 years, for use by this a~d the
next generation, for "peanuts" compared to the "1Jaster .vlan" cost. It Does.
i,rOST 11POR'r.ANT...lt would remain City :Property, as it should be...forever.
?RACTICAL US'S: The TA..1PAY.i5R PLAN
1. One floor (~U,OOOsf) for Annex City Personnel. (:;OO+sfjporson....wow). Better in
AIL ways.. .than present i~Ilnex. \vithin walking distance to Hq. City Hall, plonty of
parking, park lunches, close to Churches, shopping. Another distinct advantage...
in case of Fire, power outage or other type3 of en.tJri;encies, the "split City Hall"
would :prevent TOTAL SHU'l'OOWN if any of these events ....muld happen.
2. l'lenty of space for "The Auditorium", providj.Il;3 multi purpose youth/adult
act 1 vi ties center, under the supervision of our e:xceller.l.t l)ar}cs ar:d Recreation Dept.
When the Annex is demoli shed to :..nke 1'001', for the ~\:3T-.::lm :project, there is no
replacement...except I.lAAS, undeI' Lhi~J tlle TaXIJo.Y'.3r };'lan. This spnco v.ould be better.
3. I..E.A~, to restore the Hesta'tlrnnt (or Gal'eteria) :'0-::' Or.1ployees ar:d many Indies
like Else Morrison, using Bus-66.
4. L3ASE, for speciality /con.di;nent sllClps. :..ipace of 50/65,OOOsf is equal t.o the size
of Wal-:.lart, K-;,1art, or Target.
5. lZASE, for [,lany options, such us Theater, Grocery, Game noons, :-)cience Center,
~isht Club, (just like First National Bar).
6. PRAC'l'ICAL US~: It would pay for it:3~lf, e. fulfill the l.rbTF COAL that J. i!iUgidson
suggested...Gh;I&RATA Gm:A1Ii~'r .R~..J~irl' rJ.\) 'l'llli LAHG:c:.,jT hlJi..J3,;"m O~' F.J;UPU, andtbe added
h'lrrH AS i-lUCH GH~4 L:iPACB illi .t'Q;JJIl3U... by NUllCY Simmons, D.lld "Temporary Use" by
Bickerstaff, with the end result.. .City Owned.. . save it for Future Generations, \'Jith
little or no cost to TaX1layers auexpressed by 'Several other nembers.
REF,!!;HEIWE8 :
(1) Memo to Mayor COJ1rnissioners t !.lay G, 1992.... (2) Letter to the
Editor, st G Fete/Glw rrUlB:S, l.my 5, 1'.:92... (;3) Memo to Commissioner
Art Deegan) May 4, 1992.
saliga '~osition l'aper" 2/26/':32 and .t\ddendwn o-r 2/26/92
1; IF~e 1 of 1
A'l'TACHl,fiill~TS :
. <>'>: "'; , . 'I" :'..'.~':,' ~\'.'.; · \'~:.: :'.~.:, ::, ~:'; ,~:' . ,: / , ,.... .'. ;:::'\ ;~/;.;;".' f.}: <~~.,'~ ';;>':', ;i::.:": ,>/", .;.- ....~., ;':;"',
',_ .._" - ,,'.. ,1'1,' ..' " ',', <".'.....'\ \ . ,'..... , " "'" )"'/'.' , ," '. '...
. . . ~ ,____ t, . ~. .,~ I., . ..A..:....___. '. ,". ..' '" '.' ,
----- ---.------ *'
~TEPHEN SALIGA
'.Jk~-' Q6CASLERAVE.
,.t:~. '. ,LEARW ATER, FL, 346J5
~
118y 22, 1991
TO:
Chairm.an. l~ Task force
THROUGH-
,
FRO!J:
City Clerk
stephen A. Seliga 4
SUB.1ECT:
Dr. De bra ~'ieiole' s .:ny 15, 1 S'9;~ lc:;t t,: r. . . t hroeB.ASI'J (vorYdJ,::n~) ideas.
I a.m mlllcil~6 a d'3.,llgerous assulnpti::J1L :. L~t )r ,;eible ..'.'ill accept my congrutulati,ons,
DRAVO***BRAVO***BRAVO. .. it shoulj be .:.>tuliuard Operat iag l'rocedu.l"0 (JGP) that
every City appointed Cor:uni :.te 0 or Task Force sr..ould ha.ve as u requirerr.ent, on
O:phthalmologist, \'iith tho ability to "brir:t~ things into Focus". I hope sho cun
also treat l.rlaPIA.
I respectfully refer you and Dr. \'ie1ble to ny r'ebruary 13, and February 26, 1992
memol'andwns out~ining th.reeBASIC (very13A::3IC) p:::,oposals.. .1.Raze Building, ext.end :Park.
B.Reze Building, Developers.
3.Prese~e BIde, rubIic & Lease
I therefore Second the IIotion of Dr. tl'eible to..."put to a vote the three basic ideas",
However t I also rlake a. Motion to amrnend 116 r mot ion, that ALL THREE proposals
also ;Eosit1vely be identified wi th COST j,1[) rr.AXPAYER3, information we have, furnished
to us by the arduous ef'fort eXfended l)y the City Stafi'. (Basic outline was subrni tted
to the Task Force, Position Paper, 2/26/92, paGe 4 of 4)
Insofa.r as },ffOPIA is concerned, 1 implore my nstute colleagues of this Task ~"orce
to look at, ourAecision \'ii th tlcorr~cted vision", and visualize the ]UTURE G~lt~RATION
2JJj30 ~"ears dOWll the road. ~ generation "retired" with no national debt...now 20
years later.. .USJ\ is ;;i4-rrRILIJOt~ in debt. It distresses me to think ANYOl~ would
\vant to speculate and toy with the delicate balance of solvency vs 3ankruptcy.
An old Adage: "If it ain't br(jko J dOI~' t. fix it 11
loJAAS .:5ite has fa1t:iu"ully served Clea r":,~tol' :'or arounc. 30 years. If the
Junk Bond Yuppies had succeeded, ~.\'(3 wc\.~l~l nQt 'be Ile:r-8. They FAIIED. The :JTORE
DID NOT FAIL. The cost 0:" rest-oraGio:). I.,ain::; t:le ~a.!ile '::16 clomolishin~ the Building,
and it's utilization ff~nerato_.0.::~utest_i?~r~~J~i_"t~..:J tile Largest nU!T1ber or' People~
will not be a failure. In the e ;'Jl:t of :' :1,-:; 'rn.>K l."orce llOT vat ing FOR the :Prc.3ervation
and utilization of the l>resent l.;.i...i~:: builrli14C:' .I req,ue:3t to submit a J.lOTIOl;:
"...that .ALL rrHIEE J?iiOl-03ftW v:ith OOb>T TO TAXPAY.r.mS be
presented as 0 REt'EH}~;DU:.: to Clearwater Voters, Soon
as Possoble (SJ'\1J)" -
A3a.in. I agree with Dr Woible, '~lirle j,lay 14th meeting. ..wa.s like taking
14 children to the dr1ve-thru at rrcDona1ds..4everyone wanted somet\1:xLnng different)
. .. except Mr. Saliga doesn tt want anything, because he thinks the food is
poisoned. 1 wanted everything". No\'i it con bC3 told....Mr. Saliga knew that
the food being served. was OID.. .OID. ..OlD... (the 13th Meeting. ..6-months old}
and it was like t~oison" to digest the '.'IBste of time and talent.
(:Page 1 of l)
I ,I r f '> ' i"" . \.,. - . . I .. ,< " J: I' , , ,I ',' " I, ,.'
~f':~tlYED
MAY 2 2 1~9'-
C.' ~ " ":'v
'I I '-..........\
MAY 21, 1992
"
MAAS BROTHERS TASKS FORCE
CITY CLERKS OFFICE
CLEARWATER CITY HALL
P.O. BOX 4748
CLEARWATER, FLA. 34618
ED MAZURE, TASK FORCE CHAIRMAN
DEAR ED,
I WILL BE OUT OF TOWN ON WEDNESDAY AND THURSDAY, MAY 27TH ~ MAY
28TH WHEN FINAL DETERMINATION OF THE MEMBERS OF THE TASK FORCE
WILL BE ATTEMPTED. THEREFORE, PLEASE ACCEPT MY RECOMMENDATION
TOWARDS THE FINAL DETERMINATION.
A.MY RECOMMENDATION IS TO REMOVE THE CURRENT STRUCTURE AND TO
REQUEST THAT THE CITY OF CLEARWATER ENTER INTO NEGOTIATIONS WITH
THE FLORIDA GULF COAST ART CENTER.
I SINCERELY FEEL THIS WOULD BENEFIT THE GREATEST NUMBER OF PEOPLE
IN THE CITY WHILE KEEPING AS MUCH GREEN SPACE AS POSSIBLE.
MY OTHER SUB RECOMMENDATIONS, WHICH YOU MAY OR MAY NOT TAKE INTO
CONSIDERATION ARE AS FOLLOWS:
1. CLOSE DREW STREET TO BECOME A PART OF THE PARK FOR ALL
RESIDENTS TO ENJOY.
2. RIP OUT THE LOWER PARKING LOT TO EXTEND COACHMAN PARK AND
CREATE FUNCTIONAL AREA FOR MORE FOLKS TO ENJOY.
3. BE SURE THE ARTS CENTER INCLUDES AMPLE PAR~(ING IN THEIR
PLAN, BUT THE CITY SHOULD PROVIDE PAR~(ING FOR ENTIRE
COACHMAN PARK ACTIVITIES.
4. BE SURE THE ART CENTER HAS FACILITIES TO USE FOR A
RESTAURANT OR RENTAL SPACE FOR ALL RESIDENTS TO ENJOY.
I AM AGAINST RETAIL DEVELOPMENT OF ONE OF OUR MOST PRIZED
POSSESSIONS. WE HAD RETAIL DEVELOPMENT. MAAS BROTHERS WAS NOT
ENOUGH TO KEEP DOWNTOWN ALIVE. THE ARTS CENTER WILL DRAW PEOPLE
IN GREAT NUMBERS TO DRAW.POTENTIAL DEVELOPERS CLOSE TO, BUT NOT
ON THE BLUFF. THE ARTS CENTER COULD BE THE CATALYST TO STIMULATE
INTEREST IN CREATING OUR DOWNTOWN. THANK YOU.
TASK FORCE
J
~
~.
, , J' , '- ~ '.,. .' .. I..". \.." , ' "'-. I 'I . 'I"
. I . .... '" '" - . ........~.:..: ~ t ' < I I . "" " . ( . .j . / \ . ,', . I , '(",,' ~ ., " . ' I I .'
',:: ,:, ,\ .'~ ~.: ::'. ~ "',,~., ,>: ',;,~' ',,:,f:.',., , '.,:I'~" ;".;, ',\,:;~~ ,~":~<~~' ~/.!',:.',",Y:' ',~~:.:/!~>', ::',.:::I'~:'.,:"~:: ~,l:\: ,~, .~"~. <' :~,-:.:;';:, '.. '..,:',' .:,~ ;.~:....~'<,,:>.: ':::"',::~; :::'<:, ,,::', ",:'~.:~~>.:,~,':,.'~ >':', ?':',/" '\'
, ,,_ /,. . " '.,. /'/' "." ,'If', ,.. .... '__',' ", I - 'f' '......., ". ~.
, , '. ...' .', \' , 'J,...., ' '.. '. ..'~ ....." ",/. ~~...l:. .;-,:. C-,'tr - . ,,' '"", ',' .,.C.' ," ,''-: ",~ i' _,~, I:,. :,. ,', ,;'" ,
I feel that the sites we need to be continually aware of are three:
1. The Bluff, which includes Coachman Park, the Tennis
Courts, The Maas Bras, Site, the library and the
Chamber.
2. The waterfront from Coachman Park up the to Seminole
Docks and Bay Marine Ways (which will probably be a
site of future development)
3. The East End Project and the True Downtown along
Cleveland Street.
'-..
- \
Debra Weible
March, 1992
Suggestions for Maas Bros. Site
I do not feel that we can address the Maas Bras .': site wi thou.t
addressi~gtheentirebluff~and at least alluding to alot of
Downtown Clearwater. It is ludicrous to think that we can ignore
what is happening at the East End.
I do not agree that we should tally public opinion. Firstly, we
heard, by letter or speech from approximately 100 people. They
are not representative of Clearwater. We were chosen by the
Commissioners to be the representatives of Clearwater. If the
commissioners had wanted a public opinion, they would have called
\ for an immediate referendum.
j
, , ': ~:: -:;.' .
It is our duty to listen, study, discuss and decide.
Although all of you or one of you on this task force may be able
to alter my feelings, presently this is my position:
\~)
I feel that we can have both a large and beautiful park and
development. I agree with the City Planning Dept and the Chamber
of Commerce that we should vacate Drew St. at Coachman Park.
The Park needs to be contiguous with the waterfront.
I feel that the Tennis Courts should be removed. The Parking,
as much as possible should be removed from the FLAT part of
the bluff. If possible the park should be extended across Cleveland
street by a walkway over the street.
I would be in favor of investing money to beautifully landscape the
park, which would extend the entire length of the FLAT part of the
"bluff". We need shade trees, benches, walkways that will allow
people to use the park comfortably.
I would like to see the area presently used by the Chamber and
,the library and the Maas brothers site used for development.
I have not made my decision as to what this development should
be. I would not be in favor of condominiums. These should be
placed along the bluff as far up as the Seminole docks, but no
further. I would not like to see a grotesque high rise along
the bluff, but something lower that would be charming. I like
the idea of having the Arts center move to this spot and would
like to further explore this idea.
I would like for the City to maintain some control over this
property.
,~
, ,
I
I would like to see some space devoted for use by the community
for dances, meetings etc. We are in dire need of this type
of space.
A hotel, convention/trade center, restaurants, entertainment,
retail, a museum an art center.... ..I am open and would like to
solicit developers and listen to their ideas.
I would like to see the development along the bluff be connected
with Cleveland street, which then could be further redeveloped.
I would like to see Cleveland Street become a"Main street, USA"
with on street parking so that it would be pedestrian friendly.
We need to "se11" whatever paln we decide upon to the public.
There is much misrepresentation and emotional feelings about
our Bayfront. I do believe we all want the best for both the
Bayfront and our city. There are no good guys or bad guys, just
guys with different opinions.
The distinction between the Bluff and the lower part of this parcel
must be fully estqablished in the public's mind. Above the 28
ft. line (as I understand it) was never part of the referendum.
When we talk of developing the Bluff, we must be specific about
which part of the bluff we are developing.
I~ rn @ -rn 0 W [g ~i
tm MAR 0 5 1992 J~
CITY CLERK ~_~PT-=-.
j
---,..",..."
. . \. . \. j '! \' , , .' \, \ .'. '. ~ j , ':
Clearwater, Developers Should Work Together
As the Task Force nears completion of its work on the potential
uses for the bluff area, commonly known as the Maas Brothers
property, it is easy to wonder if most people - including our
elected and appointed leaders - recognize what a great opportunity
we have to rejuvenate downtown Clearwater.
That piece of property has the potential to be the magnet that
attracts many more businesses and jobs to the downtown area. And
the goals of a revitalized business area can be reached while
expanding Coachman Park and keeping the waterfront open for all
present and future residents of our wonderful city.
However, it appears as if too many people with good intentions are
approaching the problem from the wrong direction. Rather than
deciding what we want on the site and going out to find someone to
build it, we should invite suggestions from anyone with the desire
and financial wherewithal to develop the property. .
.
Simply inviting proposals from developers is not tantamount to
letting developers make the decision. The city can always say not
o any proposal. We need to hear from people with ideas, knowledge
and exporience in commerce and free enterprise. It is important to
hear from the entrepreneurs who are willing to make a financial
commitment that we all will benefit from.
If we as a city fail to take maximum advantage of the opportunity
that has been presented to us, it will be another example of this
area's apathy toward business. What does it take to get across the
message that this apathy places a further burden on all taxpayers?
A strong business community reduces the tax burden on homeowners,
retirees and others of limited means.
I am not a develop-at-all-cost zealot who thinks that any
commercial use of the property is okay. Nor do I think that we
should ever plan for Coachman Park to be anything but a park.
Using the Maas Brothers parking lot to enlarge the park and closing
Drew Street from Osceola Avenue to Cleveland Street to accommodate
expansion of the park to the waterfront are a great idea.
But the Maas Brothers Task Force members who champion the concept
of non-development for the entire site are ignoring the financial
burden such a move would place on city taxpayers. Here's a
conservative view of what non-development will cost:
,,,-
The city of Clearwater wisely spent $1.9 million for the
property, but he city now is losing the interest that money
was drawing for the Community Redevelopment Agency.
. , . I ' ! t ~ . ,! \ .' I, .. . I, I , ,'~' '.'; . "I " . \ \.1 I \
;'.
Page Two
.
Property tax
approximately
redevelopment
increases were
collections on the property
$100,000 a year, but
would mean that $100,000
lost forever.
have totaled
non-commercial
and future tax
.
Customers at Maas Brothers were paying approximately $600,000
a year in sales taxes.
.
The cost of converting just the parking lot to park land
combined with the first year's upkeep is estimated to be about
$750,000.
The only way that the city will be able to overcome that loss of
revenue is to raise taxes paid by homeowners. The ci ty staff
already is projecting a shortfall for next year's budget, and taxes
are the only method the city has for generating inc?me of that
magnitude. But a viable business district lowers the tax burden
for homeowners because as business prospers the value of nearby
business property increases, meaning that the owners of the
business property pay more taxes.
There are some members of the Maas Brothers Task Force who think
that the entire Maas Brothers site should be developed as a park,
which would be the magnet for downtown redevelopment. We have
tried that approach for the past 20 years, and all that we have to
show is a further deteriorated downtown.
The fact of the matter is that prospering businesses beget
prospering business. The challenge is to find the business that
will prosper on the Maas site. Such a business might be a Dillard
Department Store, a Saks Fifth Avenue of a five-star hotel, which
could have a revolving restaurant on top, a floor of boutique
shops, a floor for conventions and possibly even a home for the
Florida Gulf Coast Arts Center.
But it is tunnel vision to just look at the 3.8 acres of the Maas
site. Let's invite developers to propose their visions for the
entire bluff area, including the Chamber of Commerce building, the
library, the municipal tennis courts and Clearwater City Hall.
We can listen to, and even deal with, developers without losing
control of such a project. It is illogical to thank that
soliciting help from developers removes control from the hands of
the city. We control the property, and we should control its
development.
,. ,
. ... \.... .. ' 1/' I' .. -;\", "'1. " , I" / '~..;' d' II '".....,,\.\ ',\.:;'-.". ,,('''', I 1""1..." ....,\/..,~. '\.'''\ "'''1''' ~" 0\ ' - --:....
;,:",;,> ", :,> ,: < : ,,:H : ,;:; , '~" ,,>~,,: ,;'/: ::' ~ \,"": :~: >>: >,: 1<'> ~':';'::"~~.";~::,;,,," '::
/"'1_" '.', '/':,-- ",' t, ';,,;,..' /...-,-;,\ ,__ I, "'_~ ,""\,,,,\ _ ',.'-, ,'.......',_,
\. ~ J - ,'. . I _ 4'.' ....... . . .. _:a:.:: ' ~ j' . _' t . . . . '. I . i" I \ ." . . . .
Page Three
City officials will deserve to be called leaders when they exercise
proper use of that control. Progressive leaders would encourage
visionaries by being willing to listen to forward-thinking concepts
like impact fee concessions, incremental tax financlng and an
overall pro-business attitude. Such an attitude should not be
interpreted as anti-homeowner, anti-voter, anti-beach resident or
anti-anything else. Pro business means pro Clearwater, and it's
time we had leaders with that attitude.
I was encouraged to hear Art Deegan campaign for the City
Commission on a plank that showed his insistence on making
commissioners accountable for the so-called East End project. I
liked the fact that he challenged the city's plan for expansion of
the Community Redevelopment Agency when no quantitative results of
the original CRA are available. Should the pursuit of the East End
concept be interpreted as abandoning the true dowl1town I which
begins at Osceola Avenue and proceeds east?
Two years ago, when or company was considering the acquisition of
Moss Feaster Funeral Homes, one of our major concerns was the fact
that the main facility was in a blighted area (along N. Fort
Harrison Avenue). It looked like it has eroded during the years.
When we talked to other business owners, we noted that the majority
really wanted to work for change. If we had not thought that the
area was destined for change, we would not have made the financial
commitment to buy the ~ompany.
Now, two years later, we are disappointed. Not in the business we
bought. Not in our neighboring business owners. Not in the
communi ty. We are disappointed in the apathy' that the City
Commission and mayor seem to constantly show for business. The
decision to down-zone N. Fort Harrison to commercial/residential
killed any enthusiasm for commercial redevelopment in that area.
I made my decision to come to Clearwater after having been a senior
vice president of a public company with responsibility for more
than 5,000 employees. I have seen firsthand the redevelopment in
other cities that had dying and decaying downtowns. Places like
the Baltimore waterfront,t he San Antonio riverwalk, San Diego,
even South Miami Beach all happened because the cities listened to
developers.
In all cases, the developers and cities worked as partners, with
the cities maintaining the general control an.d the developers
providing the expertise and control over the mechanisms for
effecting the ideas.
Gregory C. Jewell
~..v;.;'; ,
,,..,_..,,,,f:.': '""
APPENDIX IV
\ \ ' ' " " , '. , , " ' , , , " /' 'I . ' , " ,'"
I, '", , . " . '\' ".. , \: ' "-'. ," , .' I ' '\" <: '. 'I ''<\' , ' \ /1"
, I' .; . . , \ _ I . ,I " '." I " .'. ','" I ,J . ~./ '. ,\ ....... . ~ ..., '" " "\ \ . I. "" . - I. ' , ' '. I ,\ I "" :,'" 0/ I / / ' ,
. I' " , .. O?... . . I . , " \ \ -- ..... _ ' \ _, ' '\. /' ,). . . I , . '" I . I ,", '\ '
" /" ~.:..,;,.t' ;':.'" ~,' ~,_, ;~.. : /,. ':->. '~,~':'." , < ,<~,:',., " . '.' ~ I:, ~ ','.<' /', :-; : :, ,,',' /,' I ': ,/, : ': ),,' :,: \,' :-;, '.,<' '..'''\, ~i ,,~ ,:_"'.. :',' ."'~~~: ,:
/________, .,/ /"".. I. ", <',,',., ,'\5..~.,..., 'I'~' .', ,,' "-..,,,1-\ "'1,1,
. _ y , ...... __. .,.... ,---/~, I \' i' . .
v ~ , '. , . ~ \ .. ~ I, . . I ~ l \. ' I .. I I ' " ' ' ',. 1 " ,!
t.~,,:""j . 1.
. " ~.'..' ~ ~i! ",
MAAS BROTHERS TASK FORCE
May 1 4, 1 992
Members present:
Ed Mazur, Chairperson
Jim Graham, Vice-Chairperson (arrived 4:06 p.m.)
John 8. Johnson
Hal Ebersole
Stephen Saliga
Wray Register
Bob Bickerstaffe
Gregory Jewell
Debra Weible
Phoebe Moss
Nancy Simmons (arrived 4:06 p.m.)
David Little
Jackie Tobin
Joshua Magidson
...
Members Absent:
Robert Kennedy
(i,_,
. ~.. .. .
" ."
Also Present:
Cynthia E. Goudeau, City Clerk
Sue Diana, Assistant City Clerk
The meeting was called to order at 4:00 p.m. at the Clearwater Main Library.
ITEM #2 - Approval of Minutes of Aoril 9. 1992 and Aoril 23, 1992
, Member Johnson moved to approve the minutes of the April 9, 1992 meeting. The motion
was dulv seconded and carried unanimously.
Member Tobin moved to approve the minutes of the April 23, 1992 meeting. The motion
was duly seconded and carried unanimously.
ITEM #3 - Presentations
a) Clearwater Artists' league
i
Robert Timoney, a member of the Artists' League, outlined the history of the club. He
indicated the club has had many shows and produces a newsletter. He stated the club has no
permanent meeting place and requested they be considered as a major potential tenant of the
r
\
..-/'
Maas
1
5/14/92
" ,:
,~ .' ~ " .,'.-~./' { "~-;-:-_~/I: ": ~: .~// ,\.),~~o\...,.,..:.',-~~... .-#:. I.....,.. .',~..r,.' ".\ ...1.;.. , i ~''''.' ".... r ,~:.I... . ~ ' .~J"~.' .::",J.'/ ,'\ I' :.,_:
I \.' \ '" " ,,\ I J ,';\ ,j" , , " " " " I \, I ,,", -, '.\ ,.' I ' . "...' .. '. ','" \ J ,': I ,
,., '\' " ',,', ;",<:' ','<'..:"', ".,:;',":, ,.':' '. '.,:\, \ ,',',..,/:,..,':,:. ...,,;;,l'<,,,( <;," , '..'..', ',',',' ,,',' '""",',,,,','" '. ',f, ,"\"',;,
"'\~"'''''''I'''''\"'I'\'\',,, ',',' "/',,,... ' '..."" ..:,,'..' .',
I' '~. ~ 'JO' I J' ,-.. .....' '"".... .'. '_ ,.,........ .--.. 1\ "~.' :.~~~-A.. ~': '., '_,. I .... ~ '.. ,..'..~,..~:' . .' .~,~. __.. .._~' ....~..
Maas Brothers site. He stated the club supports other features on this site to attract people to
the area and they have been in touch with the Gulf Coast Arts Center regarding their proposal and
the Arts Center has indicated there will be additional space available for other art groups.
He stated, however, that the Arts Center proposal would be several years before
completed and the Artists' League is ready to begin operation on short notice. He reported on
the success of cooperative art centers in Alexandria, Virginia and Roswell, Georgia. He stated
the basic proposal of the Clearwater Artists' League is the Maas site be used as a nucleus for an
arts and crafts center.
b) Clearwater Historical Society
Jay Rhodes, President, presented a historical perspective of the site. He read from a
Colonel Clearwater columm from 1960 indicating that mistakes had been made when Maas
Brothers was allowed to purchase the property. The Historical Society's recommendation is that
the site be preserved as parkland to the greatest extent possible.
ITEM #4 - Discussion: Final Recommendation
The Chairman indicated that the earliest the recommendation could be presented to the
Commission is June 4, 1 992. He stated he would envision the proposal having majority and
minority opinions. He requested the Task Force members agree to wait until the Commission gets
the official recommendation prior to expressing individual opinions.
A concern was expressed that citizens should express their opinions and the Chairman
stated he did not feel it was appropriate for the issue to be clouded by individual opinions prior
to the Commission receiving the report. He indicated there is no ulterior motive on any part of
the Task Force members.
The Chairman indicated the recommendation will include the majority opinion and all other
opinions and the decision needs to be made whether or not to address just the Maas site or the
whole bluff.
Questions were raised regarding the format for the statement and it was indicated this
would be determined once the recommendations have been established.
Member Magidson moved that regarding the Maas site that title shall be retained by the
City, the building demolished and the property become a part of the larger Coachman Park and
that any other uses go to referendum. The motion was duly seconded.
.
~
A concern was expressed regarding how the recommendations would be explained. The
Chairman indicated that a consensus of the Task Force was that a sub-committee would be
appointed to put together the report and bring it back to the Task Force to discuss at its May
28th meeting. .
An opinion was expressed that the Maas Task Force's job was to address the Maas
Brothers site only. It was felt the Task Force should not get into redeveloping downtown
Clearwater and the bluff.
Maas
2
5/14192
A concern was expressed the Task Force was not following its schedule, and it was
indicated at the last Task Force meeting, it was agreed there did not need to be a separate
meeting regarding public redevelopment of the site and that final recommendations would be
discussed at this meeting.
A clarification was requested regarding the motion and Mr. Magidson indicated that his
motion would be that the property be turned into a park, and even if there was to be a use of the
existing building, that would go to a referendum.
Discussion ensued regarding if this motion passed, a further motion could recommend that
it include the art center. It was indicated this would be contradictory to the present motion.
It was indicated there had been many hearings and discussions regarding the Maas
Brothers property and it was felt there was a moral obligation to go to referendum on the
property.
There was concern that there were two distinct issues in the motion. Mr. Magidson
amended his motion to be as follows: The primary recommendation of the Maas Brothers Task
Force is that the City retain title to the property, that the existing structure be demolished and
the property become a part of the larger Coachman Park. The seconder accepted the
amendment.
Discussion ensued regarding whether or not developing the property as a park was the
besl: use of the property.
An opinion was expressed that if the Maas site is developed, it will adversly impact
redevelopment of the downtown area and the beach. If there is a park, the redevelopment efforts
would be focused in the downtown core and the beach.
An opinion was expressed that the existing building should not be demolished but should
be used to bring income to the people of the City of Clearwater and that at such time as the
downtown has shown redevelopment, a more permanent decision regarding use of the property
could be made at that time.
A question was raised regarding whether or not the motioner would add to the motion to
accommodate the Florida Gulfcoast Arts Center in the plan. This was not done.
Member Saliga moved to amend the motion by deleting the word primary. The motion
was duly seconded. Upon the vote being taken: members Little, Bickerstaffe, Jewell, Ebersole,
Moss, Tobin and Saliga voted "Aye"; members Simmons, Weible, Register, Magidson, Mazur,
Graham and Johnson voted "Nay". The vote was tied, motion failed.
-
,
Upon the vote being taken on the motion: members Magidson and Johnson voted "Aye";
members Simmons, Little, Register, Bickerstaffe, Mazur, Graham, Ebersole, Moss, Tobin, Weible,
Jewell and Saliga voted "Nay". Motion failed.
\,
Maas
3
5/14192
',:'
, ., I ( \ ", 'J ' 1 .. ,I ' .~. ~..' , " . I ", " 1 . ... ,;'.
Member Johnson moved to accept the proposal of the Florida Gulf Coast Arts Center to
demolish the building and erect their own structure, to extend the park and that the title to the
property remain with the City. The motion was duly seconded.
Discussion ensued regarding whether or not the City should retain title or whether they
should maintain control of the property with a reverter clause.
i
Discussion ensued regarding the ability of members to vote for more than one motion and
concern was expressed that people were voting nay now because they were unaware of what
proposals may come up in future motions.
Further discussion ensued regarding whether or not the City should maintain title to the
property or control through lease or buy back and reverter clause provisions.
Concerns were expressed that if the City sold the property with a buy back provision, they
would have to buy the property back at a higher price in the future. It was stated that a true
reverter clause would automatically convert the title to the City if the property ever ceased to be
the arts center and there would be no sale necessary.
Concerns were expressed that the citizens have indicated they want the City to maintain
control of the property.
(
GiI McArthur, President of the Board of Trustees of the Florida Gulf Coast Arts Center,
stated the arts center would be willing to purchase the property with a reversion to the City. He
stated the arts center prefers to own the property in order to not be a creature of the City. He
stated if they have ownership of the property, they intend to maintain it and stay with no plans
to sell the property for profit at a future date. He stated the essence of control for the City is the
same but the arts center does prefer to own the property.
In response to a question, Mr. McArthur indicated a purchase price has not been discussed
and that the arts center is simply requesting a recommendation that the City negotiate with the
arts center for the property.
Concerns were expressed that other issues needed to be addressed along with the
proposal to recommend the City negotiate with the arts center.
Upon the vote being taken: members Weible, Register, Magidson, Ebersole, Moss and
Johnson voted "Aye"; members Simmons, Little, Bickerstaffe, Mazur, Graham, Jewell, Tobin and
Saliga voted "Nay". Motion failed.
Member Tobin moved that the Commission be encouraged to enter into negotiations with
the Florida Gulf Coast Arts Center to locate their facility on the Maas Brothers property. The
motion was duly seconded.
..'
;;
~
Concerns were expressed that the motion needed to be more specific regarding concerns
to be addressed in the negotiations with the arts center.
'-
Maas
4
5/14192
,,I>'
, . ,. II, . '.11 I, . '- \ " ' \' ~ t, 'I \ \ \ \ ,f',. , ,I 1'. \ 1/ . I I . ,\
Member Magidson moved to call the question. The motion was duly seconded and carried
unanimously.
Upon the vote being taken: members Simmons, Weible, Ebersole, Moss and Tobin voted
"Aye"; members little, Register, Bickerstaffe, Magidson, Mazur, Graham, Jewell, Saliga and
Johnson voted nNay". Motion failed.
,
Concerns were expressed regarding the City loosing control of the land.
Member Jewell moved that the City offer the property to commercial developers for a
period of up to one year so that a tax base can be created but after one year, if no commercial
developers come forward with proposals that are acceptable to the City, that the Florida Gulf
Coast Arts Center be given reconsideration to relocate to that site; and that if the property does
go to the arts center, it be done under a long term lease so there is income to the City and the
City retains ownership. The motion was duly seconded.
Discussion ensued regarding wanting to accommodate the arts center. Some opinions
were expressed that the arts center would be beneficial to downtown development as it would
be an attraction that would bring people into the area.
Discussion also ensued regarding that there would be different recommendations if the
Task Force were considering the entire bluff and not just the 3.8 acres at this time.
Concern was also expressed regarding the definition of commerical development with there
wanting to be some qualifiers on that term.
A concern was also expressed that the Florida Gulf Coast Arts Center could not wait a
year as they indicated they need to know in the near future in order to begin their planning
although the development would not be complete for two or three years.
A concern was expressed that the plan proposed by the City Manager has two thirds of
the bluff being developed commercially. It was indicated the plan was only a concept and no
decisions had been made regarding it.
Member Graham moved to call the question. The motion was seconded and upon the vote
being taken: members Magidson, Jewell, Moss, Tobin, Bickerstaffe, Simmons, Johnson, Graham,
Weible, Register, Ebersole, Little and Saliga voted" Aye"; member Mazur voted "Nay". Motion
carried.
1
Upon the vote being taken on the motion: members Weible and Jewell voted" Aye";
members Magidson, Moss, Tobin, Bickerstaffe, Simmons, Johnson, Graham, Register, Ebersole,
Saliga, Little and Mazur voted "Nay". Motion failed.
Member Weible moved that the flat part of the 3.8 acres be made into an extension of
Coachman Park with the bluff being considered for commercial development with the Florida Gulf
Coast Arts Center to be considered as the number one priority for that development. The motion
was duly seconded.
Maas
5
5/14/92
Concerns were expressed regarding the definition of the flat space. It was indicated this
was the present parking area to the west of the existing structure.
Concerns were expressed regarding eliminating the parking area.
Member Graham moved to call the question. The motion was duly seconded and upon the
vote being taken: members Weible, Jewell, Magidson, Moss, Tobin, Bickerstaffe, Simmons,
Johnson, Graham, Register, Saliga, Ebersole and Little voted" Aye"; member Mazur voted "Nay"
Motion carried.
Upon the vote being taken on the motion: members Weible, Register, Jewell, Moss,
Graham and Tobin voted "Aye"; members Simmons, Little, Bickerstaffe, Magidson, Mazur,
Ebersole, Saliga and Johnson voted "Nay". Motion failed.
Member Little moved that the Commission be encouraged to negotiate with the Florida
Gulf Coast Arts Center to locate their facility on the Maas Brothers property, that this be done
on a long term lease with a buy back provision for a price of not less than $1.5 million with
considerations for the closure of Drew Street, the opening of the vista on the south side of the
building, that there be a joint use auditorium that has the ability to seat 500 people in a banquet
activity, that the facility include a public restaurant with a prominent view of the water of
sufficient size to qualify for a beer and wine license and there be a retail shop of a minimum of
2,000 square feet and that consideration of the cutting of the corner of Cleveland and Osceola
., also be included. The motion was duly seconded.
Concerns were expressed regarding the provision for the buy back and indicated that the
way in which it was worded was somewhat confusing as to whether or not it was a minimum
purchase price by the Gulf Coast Arts Center of $1.5 million or that the City could buy it back
for $1.5 million.
Discussion ensued regarding the need to address the control issue for the City.
Member Weible left the meeting at 6:05 p.m.
Mr. Little amended his motion to delete the portion regarding requiring a lease with a buy
back and to insert that the City maintain control of the property, the control to be in such a way
that only the Gulf Coast Arts Center can use the property and it only has the right to possess the
premises for the purpose of operating an arts center. The seconder accepted the amendment.
Mr. Little further amended his motion to include that consideration to use a portion of the
site as a transportation hub be included. The seconder accepted the amendment.
Discussion ensued regarding the need to indicate minimum spaces for the additional
facilities.
"
t
~
A concern was again expressed regarding not using the existing structure until such time
as redevelopment in other areas of Clearwater has taken place.
Maas
6
5114192
.;
Further discussion ensued regarding the specificity in the motion regarding sizes of the
additional facilities.
A representative of the arts center indicated that all these things are negotiable.
Concerns were expressed that members were going to need to leave the meeting as it was
getting late and they had other committments. ,
Member Register moved to call the question. The motion was duly seconded and upon
the vote being taken: Members Johnson, Ebersole, Saliga, Register, Bickerstaffe, Moss,
Simmons, Little, Magidson and Tobin voted "Aye"; members Mazur, Graham and Jewell voted
"Nay". Motion carried.
It was requested the City Clerk read back the motion.
The City Clerk read back the motion as follows: The Commission be encouraged to enter
into negotiations with the Florida Gulf Coast Arts Center to locate their facility on the Maas
Brothers property, with the City maintaining control of the property, the control to be in such a
way that only the arts center can use the property and the arts center only has the right to
possess the premises for the purposes of operations of the arts center with consideration being
given for the closure of the north-south section of Drew Street, the opening of the vista on the
south side of the building, a joint use auditorium that would seat a minimum of 500 people in a
banquet activity, to include a restaurant with a prominent view of the water that is of sufficient
size to qualify for a beer and wine license, that there be a retail shop of a minimum of 2,000
square feet, that the corner of Cleveland and Osceola be cut and the site include a transportation
hub.
Upon the vote being taken: members Little, Register, Simmons, Jewell, Moss and Tobin
voted "Aye"; members Bickerstaffe, Magidson, Mazur, Graham, Ebersole, Saliga and Johnson
voted "Nay". Motion failed.
Members Tobin and Register left the meeting at 6:25 p.m.
The meeting recessed from 6:25 p.m. to 6:35 p.m.
Discussion ensued regarding members needing to leave and that there would be no final
decision made today.
Discussion ensued regarding whether or not there was a need to set a special meeting.
A concern was expressed that a member would like to make a motion and it was indicated
that too many members were leaving in order to take a viable vote.
.
Consensus of the Task Force was to set a meeting for Wednesday, May 27th at 3:00 p.m.
and to start the scheduled meeting of May 28th at 3:00 p.m.
The meeting adjourned at 6:40 p.m.
Chairperson
ATTEST:
City Clerk
Maas
7
5/14/92
.)-',.,
.....ii' ':. ~; "',
~. ,
, " , ! \ ! . ~. , \ I, ' . I ' <
'\." j4 t.,. ~"'.... "K'. ~ '.. "~of. ~
. <'. ~1"'~;.f'.'" 'f") r, ~.,';!~,'\'.~...~ <::~ r:: ~ -: ~<;.! <. ;~~f~ ':...:'''''~,''
:'.'~ . < ;';
,.:. ",; :.: t.'.' ~\, .,' .u.,... ~...' .
MAY 27 AND 28, 1992 MAAS BROTHERS TASK FORCE MINUTES ARE NOT YET
AVAILABLE. ANTICIPATE DISTRIBUTION JUNE 1, 1992.
Ht., <-1 .1 "":; .c.:. ,;. "~~:. "
, . I ~..t \ .. I . ~ , . " \,. . f I " \, ~"l '\ I' II , \. ... "I. ',' ,,' I J \ \ '.1 . \ I I \ . " "
Maas Brothers Task Force Motions
May 27, 1992
1) Bickerstaffe moved that the Maas Brothers Task force recommend to the City Commission
to return the Maas Brothers property to City ownership, leave the current building in place and
lease it,or portion of it, for commercial uses requested by the people, rent space on the roof
to private enterprize to build a first class restaurant, rent space on the Osceola level to
operators of shops and entertainment facilities, use the top floor for a badly needed civic
center, auditorium and tourist conference center with a minimum capacity of 2,000,
accommodate city staff from the City Hall Annex on the first floor if needed during the
implementation of the Downtown Plan, and provide a tram station for "fun" public
transportation to and from Clearwater Beach. Motion failed 2 to 10.
2) Graham moved that the building be torn down and something be done with the site other
than a park. Motion failed 3 to 9.
3) Register moved to recommend that the City Commission enter negotiations with the Florida
Gulf Coast Arts Center for their proposal to use the 3.8 acre Maas Brothers property. Motion
carried 11 to 2.
4) Magidson moved that if negotiations with the FGCAC do not work out that the 3.8 acres
of land be retained as a park and as a part of the negotiations the City maintain control of the
property, with the property only being for the use of the FGCAC as an art center and any of
the property not taken by the footprint of the Arts Center facility be made into a park. Motion
failed 3 to "10.
5) Little moved that whatever property is not needed by the FGCAC west of the facility be
made into parkland. Motion carried 9 to 4.
6) Weible moved that if negotiations with the FGCAC fail the portion of the property above
the 28 foot line be consider for redevelopment by the city and the lower portion be used as
parkland. Motion failed 6 to 7.
7) Johnson moved that any expense involved with the demolition of the building be borne by
FGCAC. Motion carried 11 to 2.
8) Johnson moved that title or control of the land remain with the City. Motion carried
unanimously.
9) Little moved that in the negotiations the CC and Arts center consider including a Civic
Room/Auditorium that will hold at least 500 people in a banquet setting. Motion carried 10
to 3. .
10) Little moved that the negotiations include a public restaurant on site with a water vista
and with a capacity that would Qualify it for a beer and wine license. Motion passed 10 to
3.
MTF motions 5/27/92
Page 2
11) Little moved that the City and the Arts Center consider providing a transportation hub on
the site. Motion carried 9 to 4.
12) Bickerstaffe moved that if an agreement is not entered into with the FGCAC the existing
building be put to an interim productive use. Motion failed 2 to 11.
13) Jewell moved that if the City rejects FGCAC the building be razed and left as open space
for no longer than 5 years. Motion failed 3 to 10.
14) Magidson moved that if negotiations with FGCAC fall through the building be torn down
and put to public use and or parkland. Motion carried 9 to 4.
15) Register moved that there be an opening of the vista on the south side of the building in
accordance with City Code. Motion carried unanimously.
16) Little moved that there be a gift shop in the Arts Center and that it be a minimum of 2,00
sq. ft. Motion failed 2 to 11.
17) Saliga moved that all three options: parkland, redevelopment with new bldg and use of
existing building, along with all cost information be presented as a referendum to the voters
of Clearwater. Motion failed 1 to 12.
Mr. Ebersolleft the meeting prior to the following votes.
18) Graham moved to allow the SE corner of the site to be used by the City for access
between cleveland and Osceloa to include the closing of Drew Street on West side of the
property and the expansion of Coachman Park. Motion carried 10 to 2.
19) Jewell moved that in the event the City accepts the 3.8 acres for the arts center that the
remainder of the bluff including the Library and Cham ber sites be put up for redevelopment
by private enterprize. Tie vote - motion failed.
20) Jewell moved to recommend that Drew St. be closed south of the turn basin and
Coachman park extended to the water. Motion carried 11 to 1.
21) Little moved to recommend the City enter negotiations with the Chamber to acquire that
property. Motion failed 5 to 7.
22) Jewell moved that the property stay with the CRA. Motion carried 7 to 5.
23) Magidson moved that whatever recommendation is put forward by the CRA or the City
that it be the subject to referendum. Motion carried 8 to 4.