11/24/1993 - Special
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CITY COMMISSION SPECIAL MEETING
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AGENDA
City Commission Special Meeting
Wednesday - November 24, 1993 ~ 2:00 p.m.
1. Call to order
2. Sun Bank (Atrium) Building
documents
3. Adjournment
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M E M 0 RAN DUM
TO:
FROM:
RE:
DATE:
The Honorable Mayor and Members of the City Commission
M. A. Galbraith, Jr., City Attorney~
Sun Bank Building
November 23, 1993
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Enclosed are copies of the following documents which I will ask you to approve
at the city commission meeting on November 24, at 2:00 p.m.:
--Escrow agreement with the law firm of Richards, Gilkey, Fite, Slaughter,
Pratesi and Ward, containing the terms for the closing in escrow.
--Second amendment to the 1983 Development Agreement. This acknowledges
that certa i n requ irements of the Development Agreement carry forward, such as the
limitation on the resale of the property.
--Assignment to the buyer of rights under the escrow agreement for the
repair of the walkway canopy. This escrow agreement relates to $50,000 in cash
being held for repairs.
--Easement for the crosswalk over Park Street.
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--Easement to CRA for ingress & egress over the exterior surface parking
and driveways, east and south of the garage.
--Amendment to the maintenance and operation agreement for the garage.
--Right of first refusal on the police station.
--Option to purchase the garage. This is a transaction between the CRA and
the buyer, but the City is being asked to sign a "joinder" as further proof of
the City's consent, and to allow a quit-claim deed from the City at a later date,
after closing on the purchase of the garage, to bring any possible loose ends
back under a single unified title in one owner.
--Bill of Sale. (This change eliminates an Exhibit B that said IInone.")
--Assignment and Assumption of Leases, Tenancies, and Security Deposits.
--Assignment and Assumption of Licenses and Contracts.
As to the last two items, the question is the liability for claims by Faison
Associates for leasing commissions. We have given Faison Associates a notice of
termina~on. The buyer wishes to establish no liability for commissions, if any
commiss ons are owed. It is unclear, from the facts available to me, whether
Faison ssociates is entitled to a leasing commission.
You will note that several of these instruments are three-way agreements and
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require the approval of the CRA. We will schedule them for CRA approval at the
next CRA meeting on December 13, 1993, ~fter the statutory waiting period for the
sale of CRA assets has come to a close.
<:
MAG:a
Enclosures
Copies:
Michael Wright, City Manager
Cynthia Goudeau, City Clerk
Emil Pratesi, Esquire
Rusty Mackey, Esquire
Al Justice, Justice Corporation
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pcaow AGR~
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THIS AGREEMENT is made and entered into ~18 ~.Y at
, 19 , by and between CITY OF CLEARWATER, a
Plorida auniclpal corporation, ("City") an~ COMHUNX'l'Y REDBVBLOl'ImR'l'
AGBHCY or '1'SE C1:TY or CLEAllWATER, ("eRA") (the City and CRA are
hereinatter oolleotively reterred to a~ "Seller") and A~ AT
CLEARWATER LIKI'l'BD, a Plorida lia1ted partnership, (hereinatter
reterred to all "Buyer") and RICHARDS, GILKEY, !tITE, SLAUGHTER,
PRATESI , WARD, P.A. (here!natter "E.orow Aqant").
WHEREAS, Buyer i. purohaalnq tro. Seller and Seller i. 8ellinq
to purcha.er the property pur.uant to that oertain Sale and
Puroha.e Aqreemant and the Addendum therato, (collectively
"Contract")1 and
WHEREAS, the require.onta ot Florida statute Section 1163.380
require certain procodures prior to CRA disposing ot any intereet
in re~l property I and
WHEREAS, ap ot the date hereot, the requirements or Florida
statuto Section 163.380 have not been *et, and
WHEREAS, the parties wish to provide a prooedure whereby the
parties ahall 01080 that portion ot the Contract aa it rel~t8S to
the city.
NOW, THER2FORE, tor $10.00 and other good an~ valuable
consideration, the parties hereto agree as follows:
1. The above recitals are incorporated herein as true and
correct and .ade a part hereof.
2. Buyer shall deposit with tho Esorow Agent, those sums
owing trom Buyer reflected on the Closing st~te.ent attached aB
Exhibit "A",
3. Esorow Agent shall depoait such funds ~ith Barnett Bank
ot pin.llas County in an interest bearing account in acoordanoe
with the Agree.ent attached as Exhibit "BU,
4. Th. part i.. shall executa those documents doscribed in
Exhibit "C" (Closing Documents) with Escrow Aqent and Eecrow Agent
shall retain the tunds and closinq Docu1llents deposited \lith it
pursuant to the tarms ot this Aqreement to be disbursed as ~ollows:
A. At such time as the requirement. of Florida Statute'
G 163.380 have been cOllplied with 80 that eRA can convey to Buyer:
(1) the air space above the 4th floor of tho park street parking
garage, (2) grant a right ot tirlJt refusal to the property
generally known as the polioe station property pursuant to that
proposed Pirst Riqht ot Refusal Agrae.ant attached as Exhibit "D",
(3) ingress and egress easement tro. the first 2 tloors to the 3rd
and 4th floor of the Park Stre.t parkinq qaraqe i8 exeouted .nd
delivered qenerally in the proposed torm attached ag Exhibit "EM
all on or before December 17, 1993.
b. In the event eRA is unable to comply with the
provisiona of paraqraph 4(a) horeo! on or be~or. December 11, 1993,
then in that event, Buyer, at ita sole option, shall have the right
to terminate the Contract and de.and a return or those sums
deposited with Escrow Aqent together with any int.res~ thereon.
Upon written notioe to Escrow Aqent and Seller of Buyer'. eleotion
to terminate the Contract on or borore December 20, 1993, at ~IOO
P.M.. Escrow Aqent shall disburse th~ escrowed funds toqether with
any interest thereon to Buyer,
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c. In tho event CRA has oomplied with Paragraph 4 (a) ot
th1s Agree.ent Esorow Aqant ahall notify Buyer 1n wrltinq of caA'.
complianc. with the Contraot and this ^qreollent and thereafter
shall disbura& t:he escrowed fund. together with any intere.t
thereon to city and reoord the Closing Document. and/or disburse
the .aaa to tb. appropriate partie.. Notwithstandinq anythinq
contained herein to the contrary, Buyer shall be entitled to send
the Notic.. to Tenants upon th. execution her_ofl provid.d howeVer
in the ovent the Contract is terainated aa provided heroin, Buyer
shall dolivlr aiailar notioe. to tenant. 1n tavor ot City within 3
day. ot t.raination,
5. Buyer shall taka po.....ion ot the city property on
Deco~er l~ 1993~ upon olo.ing of the contract and thoreattor ahall
be entitled to reoeLve all rents, protits and 1.sues theretrom and
be responsible tor ull operatlnq expen.e. ariaing th.retrom upon
the exeoution ot thia Agreement and the depositing of the escrowed
tunda with Esaroy Agent.
6. Vntil ouch time 88 CRA haa co.plied with Paraqraph 4(a)
hareor or Buyer haa elected to waive any ri9ht to te~inate ae
qranted heraln, Duyer shall not enter into any new leages or renew
any exiatinq leas80 without the written oonsent ot City, whlch
con.ent snall not be unreasonably withhold.
7. All prorations on the Closing .tate~ent shall be
etfeotive ae ot December 1, 1993.
8. In the event 8uyer uleotB to terminate tho Contract due
to the railure ot CRA to comply with Paraqraph 4(a) hereot then in
additlon to the return ot the escrowed funda, Buyer shall return to
city within 3 days ot termination thereot any renta, 18Bue., and
profits received or derived trom property atter deducting trom suoh
suaa (i) the ~mount ot any payment of or for normal and custoaary
operating expenses incurred or paid by Buyer in connection with the
proporty 8ubjeot to the Contract during the period Buyer was in
pos.esBion of the Property and (il) bills ineurred but not yet
paid.
9. In the event cAA haa not coaplied 1II1th Paragraph 4 (a)
boreot and Buyer has not elected to terminate the ContrAct as
provided herein then Escrow Aqent .hall disburse th. oscrowed funds
together with any interest to City and reoord And disburlJe the
Closinq Ooou~ents to the appropriate parties.
10. The parties hereto agree that the status at the law tira
ot Richards, Gilkey, Pita, Slaughter, prateei , Ward, P.A., as
Escrow Agent or this Aqreement does not disquality suoh law firm
tro. representing Seller in connection with tho transaction
oonte~plated by tho Contract and any duties that may ~ri.e between
and amonq the parties because ot the Contraot. Without liaitation,
the law tir. may represent Seller in connection with any dispute
that aay arise ~ith respect to the contraot. It any .uch dispute
does arise, E,crow Agent may deliver the funds being held by it
into tho registry of any court ot co.petent juriSdiction,
interplead t.1'1e contlicting claimants, and be relieved at any
furtner liability as Escrow Aqent under this Agreement.
11. Buyer and Seller al;Jreo that Esorow Aqent assumBS no
responsibility under this Agreement, exoept tor the roceipt and
dl.burse~ent or tho funds paid hereunder, And that Eacrow Agent
shall have no responsibility at any natura except tor the willful
misconduct or gross negligenoe in carrying out its duties. Buyer
and Soller, jointly and severally agree to inde.nity and hold
Escrow Agent ha~le8. tro. any and all olai.., daaaqea or
liabil1t1ea, inclUding attorney tee., that aay result tro. any aot
or deed or o~ission to act by Escrow Aqent in good taith in the
partoraanoe ct ita dutiea hereunder.
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12. The partie. aoknowledqe that utility reading" vill be
mada aa ot the data hereof and aa or the date thl. eacrow enda.
Prom tha esorow .oni8. h.ld by ..orow aqent, a.orov &gent ahall pay
Any and all utility ohar'ge. incurred durinCiJ 8uch p.riod. Utilltle.
will b. tran.terrad at such ti~e aa Buyer ehall have no turther
right to terminata the Contract when available. If aotual billing8
are not available, the sama phall be prorated b~tween the parti...
13. In the e'IJant it beco.... nec...ary for any party to
entorce thla Agreement by 1e;al proo..dinq., than all cost. ot auch
proceedings, inoluding roalonable attorney tees throuqh appeal
.hall be paid by the defaultin9 party.
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14. All notices, or other co..unioat1ons which .ay be
required or desir.d to be given pursuant to, under or by virtue ot
thin A9re.ment auat be in writin9 and e.nt by (a) first olaa. u.s.
certified or rcr;risteroc1 ..ail, return receipt reque.tea, with
posta9- prepaid, (b) talecopier (with rooeipt oonflr118(1), (0)
reputable express mail or courier (noxt day delivery) or (d)
personal delivery (receipt acknowledged in writing, addre.s.d as
tollows:
If to Seller:
Michael wriqht, City Manaqer
City ot Clearwater
P. o. BO" ~748
Clearwator, Plorida 34618
M.A. Galbraith, Jr., City Attorney
city ot Clearwater
P. o. Box 4748
Clearwater, Plorida 34618
with oopy tOI
AND
Walter '1:. Krw\Ul
985 Bethol Road
ColumbUS, OH 43220
Walter J. Mackey, Jr.
921 Chatham Lane, suite 110
coluabu8, OM ~3221
and
Walter J. Mackoy, Jr.
1601 porum Plaoe, suite 805
West Pal. Beach, Florida 33~Ol
A notioe or othor co.~unication Bent in co.pliance with the
provisions ot this paraqraph uhall be deemed gi'IJen and reoeived on
(i) the fourth business day following the date it i8 deposited in
the u.s. .ail, or (il) the date it i. received by the other party
if Bent by expr..s mail, telacopier, oourier, or personal delivery.
It to Buyer:
with coplefl tOI
15. This Aqreemontshall not be altered, amended, ohangad,
waived, terminated or otherwise .edified in any respect or
partiCUlar unless the same shall be in writing and a19n8d by or on
behalf ot the party to be Oharged.
16. This Agreement ~hall be binding upon a~d shall inure to
the benetit ot the parties hereto and to 'their respective heir.,
executors, administrators, successors and a8819ns.
17. No failure or delay of either party in the exerciso of
any right given to nuoh party hereunder,or the waiver by any party'
ot any oondi\:ion heroundor for ita benefit (unle.s the tiae
speciti"d hare in tor exeroise ot suoh right bas 6xpired) ahall
con.titute a waiver of any other or further right nor ahall any
ainql. or partial exerci.. ot any riqht preclUde other or further
right nor shall any aingle or partial exeroise of any ri9ht
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pr.clud. other or furthor ex.roia. thoreot or any other ri9ht. No
waiver by either party ot any breach hereunder or failure or
refu8al by the other party to oOMply with ita obl19ationa ahall be
d....d a waivar ot any other or aubaequent. breach, failure or
refusal to SO ooaply.
18. Thia Aqreement may be .xecuted in one or more oounter
parta. each ot whioh 80 executed and delivered ~hall be d.e..d an
oriQinal, but all of which taken tQgeth.r ahall oonstitute but one
and tho .aa. inatruaent.
19. The use ot any qender ahall inOlude all other qenders.
The aingular ahall include'the plural and viae veraa.
20. Use at the words "herein," "hereof," "hareunder" and any
other words or .i.llar iaport rerer to thia Aqraement as a whole
and no to any particular article, a.otion or other paraqraph ot
thie Agrsv.ment unless specifically noted otherwise in thls
AqreeJllent.
21. Whenaver thia Agreelllent oal18 for or oonte.plates a
poriod of ti.. tor the performance ot any term provision or
condition of th!e Agreement, allot the days in such period ot ti.o
ahall be calculated consecutively without regard to whether any ot
the days talling in auch period ahall be oalculated consecutively
without regard to whether any ot the days talling in such period ot
time ehall be a Saturday, Sunday or other non-business day,
provided, however, it the laat day ot any such ti.e period shall
happen to tall on a Saturday, Sunday or other non-business day, the
last day ahall be extended to tho next succeeding business day
i~ediately thereafter ocourr1nq.
22. THE PARTIES HERETO DO HEREBY KNOWINGLY, VOWN'l'ARILY,
INTENTIONALLY AND IRREVOCABLY WAIVE ANY RIGHT ANY PARTY MAY HAVE TO
A JURY TRIAL IN EVERY JURISDICTION IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
OTHER OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IN RESPECT OF ANY
MATTER ARISING OU'!' OF OR IN CONNEC'l'ION WITH THIS AGREXMBNT OR ANY
OTHER DOCUMENT EXECUTED AND DELIVERED BY BITHER PARTY IN CONNECTION
THEREWITH (INCLUDING, WITHOUT LIHITA'1'ION, ANY ACTION TO RESCIND OR
CANCEL THIS AGREEMENT, AND ANY CLAIMS OR DEFENSES ASSERTING THAT
THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR OTHERWISE VOID OR
VOIDABLE). THIS. WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO
ENTER INTO THIS AGREEMENT.
23. Each party hereto aeknovl.dq8. that all parties hereto
have participated equally in the drafting or this Agree.ent and
that accordingly no court construing this Agree.ent ahall construe
it .ore Btringently against one party than the other.
24 . Hotvi thstandinc;, anything contained. herein to the
oontrary, BuyeJ:" shall have the abl!lolute r!~ht to texminate the
Contract and reoeive the return of all tunda paid upon written
notice to the Bscrow Agent on or before Dece~er 10. 1993. upon
such notice.
IN WITNESS WHEREOF, the parties hereto have executed. this
Eaorow Agr89~ent as ot the date and year first above written.
Countersignedz
CITY OP CLEARWATER, FLORIDA
BYI
Mlchael J. Wric;,ht
city Manager
SELLER:
Rita Garvey
Mayor-Commissioner
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Nou. 23 '93 16:42
080B RICHARDS,GILKEY P.A.
TE. 813-446-3'741
P. 6
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Approved a. to fora IInd
oorrectn... :
At.tast:
K. A. Galbraith, Jr.
city Attorney
cynthia 2. Qouae&u
city Clark
Na..:
BY:
AtriuJI at
lncorporated,
oorporation,
Partner
Clearwater
a 1'1orida
Goneral
COMMUNITY REDEVEIDPHEN'1' AG!NCY
OF '!'HE CI'l'Y 01' CLEARWATltR,
PIDRIDA
Na..,
BY:
Arthur X. Deegan, II
Chairperson
Na.et
BY:
Pater Cozza
Exeoutive Director
Buna
ATRIUM AT CL!tARWATER Ll:XlTED, a
Florida li.lted pA~ner8nip
Nallle:
BY:
Walt.er T. Krum.
Pr..ld6nt
tSCROW AGENT
Nalllla:
RICHARDS, GILKEY, FITE,
SLAUGHTER, PRATESI ... WARD, P.A.
BYI
Naraa:
Title:
Na.e t
BGP I ra
\ol.ar\atrium\e8crow.Agr
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0000 RICHARDS,GILKEY P.A.
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Nov. 23 '93 16:42
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Alen~ AareeD\eJ1t
THIS AGENCY AGREEMENT{thls "Agreement') is made as of the --1.5!:::- day
of tL~t~~i1?:, 199!l1., between BARNETf BANK ("Barnett") and the undersigned
("Cu.c;tomertt).
Customer desires to open and maintain one or more accounts to Invest In
a tri-party repurchase agreement program (Repo Plus) and to appoint Barnett.
and Barnett desires to accept the appointment, as Its agent for the purposes of
opening and maintanlng such accounts and effecting certain transactions
pursuant to Repo Plus.
ACCORDINGLY, tn consideration of the foregoing and the premises
hereinafter set forth, the parties hereto agree as follows:
1. APPOINTMENT "ND PIITJES AS AGEt-{f Subject to the terms and
conditions of this Agreement, (a) Customer hereby appoints Barnett, and
Barnett hereby accepts the appointment, as agent for the purposes set forth In
this Agreement and (b) Barnett shall provide the following services to
Customer:
(i) Upon request by Customer, Barnett, through its Corporate Money
Desk, shall provide Customer With yield quotes for the varIous
investment alternatives available under the Program;
(II) Upon request by Customer, and In accordance with Customer's
Instructions and the terms of this Agreement, Barnett, through
Its Corporate Money Desk, shall invest Customer's funds or
llqutdate Customer's Investments pursuant to the Program; and
(Hi) Notwithstanding the foregoing, Barnett shall not be oblIgated to
provide quotes or take any action with respect to Customer's
investments pursuant to the Program unless and until Customer
requests :)uch quotes or provdes instructions to Barnett.
2. LlMIT6TION Or: AGENT'S DU'fIB$.
(a) A~t:nt tinder tio ObUl:atloQ to Use Qwn Fuads. Barnett shall have
no obligation to make any payment of any type on behalf of Customer
pursuant hereto which requIres Barnett to use its own funds or to Incur any
financial UabiUty on Uarnetes part in the performance of lts duties hereunder
unless sufficient funds have he en deposited wIth Barnett hereunder to pay In
full all such amounts.
(b) I1utles Limltfd to Ai:reemept. Barnett shall have no duties or
obl1gation~ other than tho~e specitlcaJly set forth herein.
(c) . A2ent Not R<<!s1)onsjble fQr Repres~ntqtio.QS. Barnett shall be
regarded as making no representations and having no responslbUlt1es with
respect to the accurancy or sufficiency of any representations made by
Customer, or the terms of any of the documents executed and delivered, In
connection with the Program.
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(d) Reliance Upon Instructions. Barnett may rely on and shall be
protected, indemnified and held harmless by Customer in acting upon the
written and oral instructions of Customer or of counsel to Customer 'with
respect to any matter relating to its actions as agent with respect to Repo Plus,
and Barnett shall be entitled to request further Instructions be given by such
persons or \0 request that instructions be given in writing.
(e) ^uthorJ~ation to Act: tfmita!lon of Lia~. In performing
dutie~ under thl~ Agreement, Barnett Is authorized to rely upon any statement,
consent, agreement of other instrument not only as to its due exet."Ution, Its
validity, and the effectiveness of its provisions, but also as to the trutb and
accuracy of any information contained therein, which Barnett shall In good
faith believe to be genuine or to have been represented or signed by a proper
person or persons. Barnett shall not be liable for any error In judgment made
in good faith by an officer of Barnett unless It shall be proved that Barnett was
grossly negligent. Barnett shall have no llbillty for any action or omission to
act with respect to Its duties under this Agreement undertaken in good faith
reliance upon the advIce of its counsel.
3. TERMINATION OF AGE~T'S DUTlF.S. The duties of Barnett hereunder
shaH continue until such time as Barnett shaH have resigned or Customer shaH
have notified Barnett in writing that ~uch services are no longer required.
Barnett may reSign on thirty (30) days' written notice to Customer.
4. ElmS AND EXl'ENSES OF TI1E AGENT: ETC. Customer shaH reimburse
Barnett directly for all out~of-pockct expenses incurred by Barnett in
connection with the performance of its duties as Agent hereunder, including
the reasonable fees of its counsel, and Customer shall, In addition to such
expenses If any, pay a commission of .35%, P.A. to Barnett on transactions
effected hereunder.
5. INDEMNIFICATION. Customer hereby Indemnifies and holds harmless
Barnett from and against any and all claims, damages, losses, llabHlties, costs
and expenses whatsoever (including attorneys fees and costs, whether
incurred In settlement, admtnistrative }learlng or other procee.ding, trial or
on appeal of any of the foregoing) which Barnett may Incur (or which may be
claimed against Barnett by any person or entity whatsoever. except as caused
by Harnett's gross negligence or wJJlful misconduct) by reason of or In
connection with this Agreement, including. but not limited to, any
unauthorized Instructions received from Customer. Nothwlthstanding
anything contained herein to the contrary, the obUgation of Customer to
indemnify and hold harmless Barnett shall survive the termination of this
Agreement.
6. I..JMITA'fJON OF "'lABILITY. In the event of any claim against Barnett
arising out of Barnett's gross negligence or wUlful misconduct, Barnett snall
be liable only for actual damages Incurred by Customer and In no event shall
Barnett be liable to Customer for any lost profits, lost savings or consequential.
other lncidential or punitive damages.
Nov. 23 '93 16:44
0000 RICHARDS,GILKEY P.A.
TEL 813-446-3741
P. 9
7. M1SCELLANUOUS
(a) This Agreement may be amended only by an Instrument in
writing executed by all parties hereto.
(b) Customer may not assign any of Its
hereunder without the written consent of Barnett.
Agreement may be modified or waived only by an
executed by the party granting the waiver.
(c) This Agreement shall be governed by and construed In
accordance with the laws of the State of Florida.
rights or obUgatlons
The pr()vlslon of this
Instrument in writing
(d) This Agreement sets forth the entire agreement and
understanding among tbe parties hereto with respect to th.e subject matter
hereof and supersedes any prior negotiations, agreements, understandings or
arrangements among the parties hereto with respect to the subject matter
hereof.
IN WITNESS WHEREOF. the undersigned have -c"ecuted thIs Agreement
as of the date first above written.
BARNEIT BANK
(Customer)
Its:
By: ~ ~. ?t.jJ.~.::tJr
Its: ~1\lf.~rMf)~r OFfl(.,F:~
. By:
> ~ ~ ,. ~.. 4<l.t.".
Nov. 23 '93 16:44
0000 RICHARDS, GILKEY P. A.
TEL 813-446-3741
P.let
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NOTICE AND DESIGNATION OF AGIDfr
1. The undersigned ("Customer") hereby notifies Cantor Fitzgerald
Securities Corp. CleF") that Customer has appointed and designated Barnett
Banks, Inc. ('IBarnete') as its agent for the purposes set forth In the Agreement
attached hereto and that CF Is authorized .and empowered to follow the
instructions of Uarnett in every respect with regard to purchases and sales
effected by Ilarnett for the Customerls account pursuant to the Program (as
defined In the attached Agreement). The Customer, by its execution hereof,
ratifies and confirms In all respects each and every such transaction effected
by Barnett in and for the Customer's account pursuant to the Program.
2. Customer hereby indemnifies and holds harmless CF from and
against any and all claims, damages, losses, liabilities, costs and expenses
whatsoever (IncludIng attorneys fees and costs, whether incurred In
settlement, administrative hearing or other proceeding, trial or on appeal of
any of the foregoing) which CF may Incur (or which may be claimed against
CF by any person or entJty whatsoever, except as caused by eF's gross
negligence or willful misconduct) by reason of or in connection with the
purchases and sales effected by Barnett for the Customer's account pursuant to
Repo Plus, including, but not Broited to, any unauthorized instructions
received from Barnett. Notwithstanding anything contained hereln to the
contrary. the obligation of Customer to Indemnify and hold harmless CF shall
survive the termination of this Notice.
3. This Notice, and the authorization and Indemnity granted hereby,
Is in addition (and in no way limits or restricts) any. and all rIghts that CF may
have under any other agreement or agreements between CF and the Customer,
of CF and Barnett, and shall Inure and continue in favor of CF, its successors by
merger, con~olldatJon or otherwIse. and assigns.
4. This Notice, and the authorization and indemnity granted hereby,
shall continue In full force and effect. and eF, its successors and assigns shall
be entith!d to rely thereon, until CF shaH hav~ receIved written notice,
executed by the Customer, of it revocation and such revocation o~ termination
shall in no way affect the validity of this Notice, or the liability of the
Customer under the indemnity granted to CF, with respect to any transaction
Initiated by Barnett prior to the actual receipt by CF of the written noUce of
revocation as provided In thls paragraph.
(Customer)
ny: ~
Its:
Nov. 23 '93 16:45
0000 RICHARDS,GILKEY P.A.
TEL 813-446-3741
P.il
llB"nfU'" llBt/Jl1d
-" -- '1RlE1PO [FLUS MitrE iHlosroiir-....
-- "-'- REPO PLUS - - REPO PLUS ... REPO pius - REPO PLUS-
Week or-Governmen'f Govt Guarani~" Go;ii.'Agen'cies 'Money'Markets
'-3/1;93' 'i.6itro- ~- 2.68%-- - 2.70%"-' '-i70'1o - -
.'- --.. '-' , -. _. '-."- ~- -- . --.
318/93 2.47% 2.49% 2.~O% 2.52%
'37T5193 -2.57%' . ~:58% ' '-2.59%' . . 2:60%
"3/22/93 '2.45% . '~.46% '-. '-2.47%' . '~A9% .
3/29/93 "'2.70%'''- . -2.11%"- --2.72% '- -' '~:74CY;;-'"
4/5/93 '2:55%" .. -2~56% - . -2:57% - -. -~f58% ,-
... 4/]2193 2:'60% .. . -2.63%- - -2.64% -2'.65%' -
. 4119/93 2.45%' . '2A6i%--' -2~47CJb'- . '-U9~"-
''4n6/93' '.2:60%....'-- --'2.61% --, -- 2.63%'---'2.65%--
---. .-. -, ''";T'7'i- . . '- --- --." -. ----,.. .....- ..--
5/3/93 2.50% 2.57% 2.59% 2.61 %
'-Sil0/93 '-'2~48%-'- --.. 2.49%-"'" .' 2.50~' . -_.' 2.51'%-'--
'-'5if7193 -- '2'660/0' .- _.. "'2:61"%" - '2.65% -' - '-2:67% ..
-'5fl4/93 . 257% .... --'-2.59%' - -2:61%'- . '~.6S% .-
. 6/2J93 -2.61 % . - - -2.62% '-. -- 2.64% -. -'2.65%-
. 6fjI93'"2~62%. "-'2.63%'-' . 2.65qr-' _. 2.61~"
6/14i93 -2:55% ' -'2.57% -' -. 2.59%--' -"2.60%~-'
'- - ....-.-.,. .-^-.-- -,-..--..' ~^'_..
6/21/93 2.55% ./..57% 2.59% 2.0\.1%
6fl8i93 -2.55%"" -2.57%' '-'''-''2.59%-'' -. 2.60~-
'_,!O' ,'_.._. __'_0"_' _ _._,_...__..._..'_
7/;J/93 2.55% 2.57% 2.59% 2.60%
7/i2l9j-' --2.55%'.' 2:57% .. .... .--.. 2;59%'-" . ''''-' '-2~60%-' .-
1/19/93'" '--2:56%' -- '....-' i.58%--"'- -. '2'60tf;'"-''' --2.6)%- ...--
7ri6l93 '2'.'56%" . --'2:58% -' .- 2.60~' ""2':6i%'"
-8nt93 '2:65%-" --2.66%"- -"2.61~ -'2:"69% -.'-
--. 8'19/93 2:57% - '-2.58%' - --2.59%'-' -'2.60%-"-
" 81l6i93"' 2'.63%' '-'2.64%'-'" '2.6S~' ~'69%'
sn3/93 ~2:S5% -- , _.. 2.56% '-' -.' 2.5ff% .' .. ~60% ....-
, 8130193 . '2.61 % ---2.62% - . . . 2.65% - "-r67 % , '
-.. '-." '-'" -' "'-"''7i''i;;' - '-- -_.--" ..'-'-
9n/93 2.60% 2.01% 2.62% 2.65% .
.. 91J3i93 . '-2.60'1;' - '-'-"~i:61%'- ..' 2.62,% .. '-2.65% '-
"iJfioi93 ... --2':55% '-. . '-. 'i.5696-" . " '2:57% ' -'2.58% -,
'''-' -, .-.. -~ "-" _. ._.-;;'~ .-.... . .-,.,--- '--" --- '-'-' "-,'-
9n.7J93 2.02% 2.O't% 2.65% 2.66%
0'___.. 0'- '''----zn. ___ ._. '__ .__.. '_. .__ ._. _. '-' o~~ "-
10/4/93 2.ou% 2.62% 2.63% 2.oq.%
'-n>/f2l93' .' 2.58%-' - --.. "2:60% - ---. i:6T%- '263% .-
JoTf8/93' '2.57%" - -2.58%'- '-2:60%' -. ~.62%' _.
10/25/93' '-2:56% - -_. 2.57%" -2:59% - --'2.61%-'
'-j'l/i793 . -. . 2.55%_0' -2.56%- '--. ---"i.S8%- .. . 2.60%
".'iJ7si93' - '2:'56%' - '-. '-2.58% - -. 2.60% - 0 -2~62%"-'
-i'lilS193 -" '2:"59%" -2.60% '-' -,' 2.62%-- .. ~.63%-'
.. '-_0- _ "_ '__ - _. --_ "- -.... - .,.'-. '__. - -. "-- -., -.
_. - _.. - .-. -... '-0" .- - 0, -..'-... -_. '0- '-"-
Average 2.84% 2.06% 2.88% 2.90o/t>
,.--.,' --.. "-' --- -. '-.. .-." .....~_. -. '-" -, "-.
A"nalysiS': "The yieid 'Oil li\e RHPO" PLUS "Government collateral groUj) -. .
uveraged approximatel)' Fed Funds minus 10 hasis points while Money .
. M~tket equated tu Fed Punds minus 4 bosis points. The actual yield earned
_ by the cu~tomer will be somewhat les~ than the RePO PLUS rate and is .
determined by the "mount invested as i.ndicated in (he Mlu~eting Pact
_ Sheet. The difference represents. of course, the Fees c"rned by Barnett
from IIrronging the transaction.
_. _.. 0- ._. 0_. __ _ ,-_.._ ......._.-- - - ___, ,-_...
Nov. 23 '93 16:46
eeee RICHARDS,GILKEY P.A.
TEL 813-446-3741
,
BXJD::Br1' .C.
~loBing Doml.Anta
DOctJM2N'1' ORIGIN~ mSBtmSRD 'It) I
Dead Buy.r
A..lqnm.n~ ot Lea... Buyer
A..lqn..nt of contract. Buyer
8111 ot Sale Buyer
A..ign..nt ot Eaerow Aqreeaent Buyer
Notice to Tenant Buyer
Agr..ment for Ace.sa, Control , Haint.nanes ~y.r
Artidavit ot No Liena 8uy.r ,
'l"itl. Co.pany
option Honey ($50,000.00) and Purcha.. ~rioo ci~y , CRA
P.12
. .'q" ...",.,..;..',:.
, '. I 0'. " ,,". , . \. t, . I.., $ '. ... 1 . "'. '. ., 1,... . :'. ' ,I
'.1
Nov. ~3 '93 16146
0Be0 R/CHARDS,G/LKEY P.A.
TEL 813-446-3741
P.i3
...
Exhibit -0-
PREPARED BY AND RBTURH TO J
!ail G. prate.i, I.quire
Richards, Gilkey Law Fira
1253 Park street
Clearwater, Florid~ 34616
RICH"l' OF I'rRBT RamSAL
This Aqr....nt .ade this
day ot
, 19_,
by and between CITY OF CLEARWATER, FLORIDA, (hereinatter reterr.d
.
to as "City"), whose addre.. i. P. O. BoX 4748, Clearwater, Plorida
34618 and ATlaUJI AT CLBARWATER LIJO:'l'BD, II tJ.orlda 11.1ted
partnership, (hereinafter reterred to a8 "Buy.r"), whose addrs81J i.
1601 Foru. Place, suite 805, We.t Palm Beach, Plorida, 33401.
WHEREAS, city is the owner ot that oertain property doscribed
in Exhibit "AN, and
WHERltAS, Buyor hall or will have purchased the property
desoribed in Exhibit "8M and City has agreed to qraht 8uyer a riqht
ot tirst r.tusal to purohase tha property described 1n Exhihit NAH
on the tera. and conditions hereotT and
WHEREAS, Buyer hall obtained an Option to Purchase the property
described in Exhibit He" attachod hereto pursuant to that certain
Option to Purohase dated ot even date herewith by and between the
auy.r, aa optionee an~ Community Redevelopment Aqancy or the City
ct Clearwater, Florida, as optionorT and
WHEREAS, the parties wish to fOr1lla11ze their Ilqrea..ent all
hereinatter set forth.
NOW, THEREFORE, in considoration or $10.00 and other good and
valuable consideration the parties agree a8 tolloW8J
1. The recitals containe~ herein aro true and oorroot and
Mado a part hereot.
2. city hereby grants to Buyer the right to puroha8e the
property de.oribed in Exhibit NA" on the aame tar.a and conditions
that City i. willing to aocept trom a bona tide third party
puroha8Qr.
3. Buyer understands and agrees that the Prope~y de.oribed
in Exhibit "A" is subject t.o City's Charter requirement" that
mandate that it be declared surplu8 and .ust be Bold to the party
subaittinq the highest oo.petitiv. bid at ar above the appraiBed
1
0000 RICHARDS.GILKEY P.A.
P.14
Nov. 23 '93 16:47
."
Ta 813-446-3741
Exhibit 0 pa90 2
,
value as detenl1ned by an appraisal fro. one ot the csppra1aer
li.ted on Exhibit "Cw.
4. In the event the property de.oribed in txhibit wAM has
been deolared aurplua csnd city has advertized aaid property tor
.ale and haa received a competitive third party bid at or above the
appraised value ot the property, City ahall rurn1ah Buyer with .
copy ot Baid bid and oftfltr and Buyer .hall have 10 day. atter
reoeipt ot .aid otter to elect to .atoh or exoeed .aid bid and
otter and exeroi.e thi. right ot tir.t retusal. In the event Buyer
gO exerci.e. thia right ot tirst retusal it shall aerve written
notioe on city and .hall proceed on the 8a.. teraa and oondition.
as the third party bidder to C1088 the purchase ot the property
within 90 days of the notioe. In the event Buyer tails to olose
atter Buyer has notiti.d City of its election to prOCeGd under this
right ot first refUsal, then this r!9ht shall terainate. In the
event Buyer tails to exeroise this option and City olose. with the
third party bidder thi. right ot tirst retu.al ahall terainate.
5. At such ti.e aB City coasea to use the proparty described
in Exhibit "AR as a police atation or tor any other public purpose
Buyer ahall have the right to request that the city d.olare said
property surplus and that it be disposed ot in aocordance with the
terms of the city Charter in accordanoe with the prico established
by an appraiser tro. the list attached as Exhibit "C..
6. Notwithstandinq anythinq oontained herein to the
contrary, Buyera righta hereunder shall cease and t.~1nat. upon
Buyer'. 8ale ot the property described in Exhibit "8" or upon the
sale, transfer or oonveYance ot the general partner'. interest in
the Buyer to an entity which i8 other than Walter T. Kru.m vehtures
Incorporated, Atr1uJQ at Clearwater Incorporated or its related
entity, whichever shall first occur.
7. In the event it beooM8a neoessary to antorco this
Aqreelllent by leqal proceoding the prevaUinc; party in any suoh
proceeding shall be "ntitlea to recover all oost. and .xpen.es
includinq a reasonable att~rney'. tee.
2
Nov. 23 '93 16:48
0B0B RICHARDS,GILKEY P.A.
TEL 813-446-3741
P.15
II
,
t
I
~
l
Exhibit 0 paqe 3
'"
8. Buyer shall have no right to assign its right. her.und.r
without th~ prior writton oonsont ot City exo.pt to the q.n.ral
partner ot Buyer or .xcept to an entity wherain Buyer or Walter T.
Kruma is a prinoipal whlohentity shall not be an entity which aay
clai. tax-ex..pt atatua tor the prop.rty 4..oribed in Exhibit -AM.
9. Th. Buyer .hall be obligat.d tor all co.t. ana .xp.n...,
including the coat at any .ppraisal. required by thia Aqr....nt,
documentary ata.ps, title in.uranc. and reoording co.t..
10. City repr.aenta and warrant. that it hag tull power and
authority to enter into thi. Agree..nt and oonBu...te any
tran.action ari.ing her.trom.
11. In the .v.nt Buyer ex.rei... the Option to Puroha.e the
prop.rty d..oribed in Exhibit Me" and olos.. on said property, then
in that ev.nt, City ahall grant to Buyer a non-exclusive ea.e.ant
tor inqr... and aqress over, along and aoross those road and drives
located on the property desoribed in Exhibit NAN to provide acoess
to the property described in Exhibit MB" in the to~ attaohed a.
Exhibit -ON,
12. This Aqr....nt 18 bindinq on and shall insure to the
bene tit ot the parties hereto, their QUCOOSDorB and assigns.
IN WITNESS WHEREOF, the parties have executed this Aqreement
thi.
day ot
I 19_.
Countersigned:
CI'l'Y OF CLEARWATER, fLORIDA
BY: . . ,
Michael J. Wriqht
City Manaqer
Rita GarveY'
Mayor-cowmisaioner
Approved as to torm and
Correctne.a:
Atteat:
M.A. Galbraith, Jr.
city Attorney
Cynthia E. Goudeau
city Clerk
ATRIUM Art CLEARWATER LIMITED, a
Florida limited partnerahip
BYl
ATRItJK AT
INCORpORATED,
oorporation,
Partner
CLEARKA'l'Jm,
a Florida
General
B~l . I
Pr.s dent
3
~
"
Nov. 23 '93 16:49
eeae RICHARDS, GILKEY P.R.
TB.. 813-446-3741
P.16
.:
~hibit D page 4
STA'l'E OF
COUNTY Of'
I HEREBY CRRTlty tbat on this day p.rsonally appeared before
lie, an oftio.r duly authoriz.d to take aoJcnowledqement., MICHAEL J.
WRIGHT, RITA GARVEY and CYNTHIA E. GOUDEAU, aa City Manaqer, Mayor-
co..i..ioner and City Cl.rk, re.p.ctively ot City ot clearwat.r, a
lIunlcipal corporation organized und.r the lawa ot Plorida, who are
peraonally known to .e or who have produced
a. id.ntification, and th.y are the por.ona described in and who
execut.d tbe fore9oinq Ri9ht ot First Retusal and they acknowledg.d
tb.n and tbere baror. me that they executed the .a.. as .uoh ott!c.
on bahalt ot said City ot Cl.arwater tor the purpo.e. therein
.xpr....d' and that the said Riqht ot Pirst Retu.al i. the aot and
d..d ot aaid city ot Clearwater.
WITNBSS .y hand and otticial aeal thls ____ day ot
, 1993.
Nail.'
Not .:.ry Publ io
COmlllsslon No.
My Comai8aion Expire.:
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day personally appeared betoro
me, an officer duly authorized to take aoknowledge.ents,
. , as pre.ident ot Atrium at Clearwater,
Inoorporated, as general partner ot Atrium at clearwater Limited,
a Florida limited partnerShip, who i8 personally known to IBe or who
haa produced as identitication, and
he 1. the peraon described 1n and who exeouted the toreq01nq Right
ot Firat Retuaal and he acknowledq8d then and there before me that
he exeouted the 8ame as Much ottice on behalf ot 8ald partnerShip
tor the purposes therein expre8sed I and that the aaid Right of
Pirat Refu.al is the act and deed ot said partnership.
WITNESS .y hand and oftiolal Beal this ____ day ot
, 1993.
Na.el
Notary PUblio
co_losion No.
My Coa.iBliI10ft Expires:
EGP 11"11
\clear\atrlua\first.rof
..
Nou. 23 '93 16:49
e000 RICHARDS,GILKEY P.A.
TEL 813-446-3741
Exhibit 0 pelge 5
EKhibit IIA"
f', ..
CLEARWATER ~OlICE STATION ~ROPEATY
AU of Loti III through 11, tnclulhe, of Block Ii
MagnoU. Park Subdhhfonf according to tta. pllt thtrtol
&1 recorded in Plat 800K I, 'age 70, of the pubHc
recDrd5 of IIl1hborough County, florida, of ~tch
~'nel1.s County WIS for..rly I part.
'.
[XI/Ian ,
. ,
P.1?
4~
" " ...'.' \~,' .
., .
, t '. :.. .' . . .'. .' '. ~" . / ", " . . ,'. ,,'.". ',' I .'. . .
...
Nov. 23 '93 16:50
~ R1CHARD5,GILKEY P.A.
TE.. 813-446-3741
P.1S
'.
#
Exhibit. D page 6
BXIlIbI\' "8"
P^RCEL III:
Lot.. 1, 2, :1 and ", lHeek "1:)" of GOULD AND SWINGS 1ST AND 2ND
ADDITION TO CLeARWATp.R - tlARRon, FLORIDA acoording to a aap or
plat theraof rocorded in PlAt Book 1, Page 52 at the Publio Reoorda
of lIillaborouC)h County, Florida. of which Pinella. County wa.
formorly a pA~t, laB8 rOAd right of way, together with that port10n
ot Raid Ulook "1J" whloh waa fOr.'lIlerly An alley, runn1nlj RAst And
W~tlt throuqh uaid Inock "13", alao vacated railroad riqht of WAY
cJescd,bed lUl follows: De9in At SoutheAst oorner of .aid Lot 2,
1l1or.k "JJ.., run theneo 2aat, alon9 the Northorly right of way
of llftr.k Str.oet., 60.111 teel:. thenoe Northorly alonl] th.. tA,.terly
r lcJhL of way 11nllS of .aid raJ.lroAd rl~ht ot way aleo the Weat
l1neu ot Lota 7 , U, nloek "~O.. ot .aid COULD AND ~JHas lS~ AND
~ND AUUITTON, 229.0 feat. .ore or 10as to the Southerly right of
way lIne of Clevoland Stroeti thene. West, Alon9 the said r19ht
01 way line; 60.10 teet thenoe South along the Westerly right of WAY
lino of BAid railrQad right of way l1ne alaQ the Baaterly 11ne
ot Lots 2 And 3, Dlock -13", of BAid GOULD AND EWINGS 1ST AND
2ND ADDITION, 220.93 feet acre or leoa to the roint of 8091nnin9.
All being in Section 16, 'l'QwnAhip 29 SO\lth, RAngo 15 BAat, P1nellas
. County, Florida.
ALSO neSCnlDRD ASI
Ueg1nning At tha Southeast corner ot Lot 2, Block 13 of ..id GOULD
AND EWINGS 1ST AND 2ND ADOI'I'ION; thenco Along the Northerly right
of way of Park Street (Park Avenuo .. Plat) (^ 60 foot right of way),
Horth 09 degreo. 45'53- West, 110.22 teet to the Southwest corner
of Lot 1, BlOCk 13 ot SAid GOULD AND EWINGS 15~ AND 2ND ADDI'l'ION;
thence alo09 the Eastern right of way ot South Carden Avenue NOl"th
00 dOQrees 02'16- Kaat 227.94 feet to the appArent Southerly ri9ht
of WAY line of ClevelAnd Street aa it now exists; thane.. flouth
Of) elll'lruo/l ~O'OI" I~"nt 1119.01 fuell: to 1:1.0 KIU.turly Un.. nf thu
V4IC:lALuc.J :i.C.L.It.C. rl'Jht. of WilY; t.henea South 04 dOCjreos 42'26"
Wost 220.06 feet (229.00 feet, Deed) to the Northerly right of
way of Park Street (Park Avonue - Plat) (A 60 toot right at WAY);
thence North 09 de9reea 45'53" Weat, 60.10 feet to tho Point of
OB9inn1n9. .
SftE A'l"l'.I\CIIEO CON1'INUA'l'ION SIIBRT. . .
. ,
Nov, 23 '93 16:51
0800 RICHRRDS,GILKEY P.R,
TEL 813-446-3741
P.19
.'
'.
~
}
i
,
~
EKhibit 0 ~ 7
Exhiblt "9" paqe 2
PAGE 'l'WO
LEGAL DESCRIP~ION COH~INUEb.
. .
Togethar with All thoBa volu.aB of air apaoe aituata in the City
of Clearwater, Pinella. County, Florida, oontaining the tbird
and fourth floor. bt A pa~~in9 garage atruoture an4 tbe ra.p leading
froll the Jleoond floor to the third floor thereof, a. d08cr.Lbad
in Parcel. 1 And IX aB follow.l
P AnCeI4 I I
COl'lUllence At the Northeasterly corner ot Lot 3, Dlock "fi" Ml\GNOLIA
PhRK sunOIVISION aa reoorded In plat nook 1, PAge 70, Publio Reoordp
of nilloborouCjh County, Plorida of which P.lnellaa County w..
formerly A part, as a point of ret'eranceq thance North 09 degreos
45'53" Weat, along the Southerly right of way of Park Street (Park
Avenua - PlAt) (h 60 foot right ot way) 210.94 teats thence South
00 de~rQeo 14'01" Wept, 15.00 toet to A point 0" the taoe of A
lareCAftt concrete wall, said point being the point of bGl]inninq;
thence cont.inue alont] the hce of paid vall South U9 dogreea 45'S3-
Rast, 109.21 feet; thenoe South 00 degrees 1"07" Weat, 206.42
r.oot thanee North 09 cl6l]reea 45'53" W<<tet, 94.30 faet to point
M^_ tor convenience; thence North 09 degrees 45'53" Weat, 94.0J
faet to the intersection ot the face of .aid precast concrete
WAll ~nd the tAoo ot a _asanry walll thence North 00 dogrees 1~'07.
Hhllt, 206.42 feat to the point of b09innln9.
The lowest l1ralta of aald air space be.i.nCj tho botto. ot the aupport
beams for the third noor ot tho pArkincJ garaq~ At tho lowest
lovel ot said beaNS, having an elevation of 43.71 teet. The upper
liMita of said air apace being an elevation of 64.21 feet elovation.
referencad to NationAL Geodetio Vertioal Datu. of 1929, MeAn Soa
Lcwel - 0,00.
PARCP-L III
COllUlIltllCQ .llL l:.ho ator.BcJulJorlbed (lolnl;. "^" All a point nf reterolloo;
thence North 00 degrooo 14'07" EAot, 104.21 feet to the point
of beginning of a 63.00 toot strip being 31.50 feet on eAch aide
of tha followinq descrIbed line; thence South 00 de9reoa 14'07.
West 162.0 feat t.o tho point of teraioatlon. 'l'he lower li.ita
of Baid al~ apace beInq an inclined plAne Alonq the botto. ot
the 8uppart beAtlI/J for the rAlllp leading frona the second to third
floor.u of the parJtinq l]arAfjD. 'rho lo"er point of which ie the
point of heg~nnlnq havInq an elevation ot 35.71 foetI the upper
point at which io the Southe.r:ly boundnry theroot having An elevatIon
of 43.71 f..t,
The upper ii_it. of Bald Air apace beinq tho lower 11~it. of PAroel
No. I above de8cribed.
, ,
Nov, 23 '93 16:51
000B RICHARDS,Gl~ P.R.
\.
'.
Ta 813-446-3741
P.20
Elthibit 0 ~ 8
P.XIUOIT "C"
Il'*U I, 2, ), 12, I) and lot AOlI rallrtwl rlC}ht-ot-w.lY lyh\l] weaterly
0( t~id LotH 1 Ard 14, AI' In Olock "6", ~I^ fll\Jl!( SUflOIVlflJCJof,
AU n..'cordAd In l'lAt l\OClk 1, PN)ft '10 And Plat Dock ), page ":if of the
1'ul)I Ie necordll ot PiMllaa Count.y. PJorld.\.
Iffl~ AND P.XC'eM" "If~ POr.J.QolftC:
TocJ"thetl' w1Ch all thoae volu"eA of 4h' apl"~O .1t~UAt.6 in t.he Clty
Qf Cluftrwator, Plnoll". County, Plorlaa, oontalnlng tho third
Ancl .fourth floor" of A pAt.k:~ng 'lAnge struoture And t.he l'AIIlp lOAc1.lnCj
t rOil' the sileond Hoor to tho thlrd U~r tllareof, .. deat)r lbed
In l'Areol" I And II A" tollPWAl
l'I\ICCtH, J:
COlft,nnnco At the NortluMatady cornQr ot Lot:. :i, I\l.ock "6- H^CNOI.IA
1'l\nK !iUIlDIVlfllON AareQol'ded in PiA\:. nook 1, l'AIJA '10, I'uhllo ROQoJ."da
of nlll.athor.ouCJh County, V'lorlc1A of whloh !lloftllAA Count.y WAS
fOl'mhrly A part, Aa A point ot rotoranoe) thenQ~ ~orth 09 deQrao8
4~'fiJ- Wo~t, .l~nq the noutherly rlQht ot ~AY of PArk Streot (!lark
^\'u""" - "lAt) 11\ GO t.oot rlfJht (\t WAY) 210.94 tAat; thel\oe South
00 llti'JrOftll J.\ '0./" Weat, 15 .GO fael:. tc>> .. polnt em tho taco ot A
[,['ocn,,\:. conOr'etb ~Ail, .u~.l.d {loio!:. bAlng the point ot hft'111\l\.l.nc:u
thune" continue A10nlJ the tU.:B ot BAit.! wAll. :louth UIJ d6IJrUAtil 45"S3"
l~lH.t:, lU'J.21 tftQt; thcmce Sl'mth 00 da4)rAea 14'01" W881:, 206.42
I:ttflt lIH"\I~o Nor.th UeJ d.C)rft8/t 4!l'!)J" Wadt, ~4.:11I teAt to (\Oint
"1\" for r.o'IyolllunoDj thence North 1I~ ClAIJl'ftell o\5'S3" WOftt., 94.01
fctllt tu cha .l.nterIl8o\:lol\ of t:h~ tac&) of. notll prQc,,~,: conc[,Qte
\oInti ,,,,,I the f.ltC8 ot" .ABollry wAll; thAflQft Noeth 00 d""l!:fte. 1."01-
1.:1\"1:,10(..42 tuet to the ('01111:. at bO(J.lnninq.
'l'hcl 10wuol: lit"lt" of bAld ah7 apAOA boing Ch~ bot-to.. ot tho ."pport
hnlUllt. lor. the t.hird floor ot I:ha llAJ."klt\Ij IJArA'JA At:. th-o lowc"'t
1u\lu1 ur aald beA"", "Av.l.nC) an Alavation of ~3..H feaC. 'tho upper
ll.1LA of 8Al~ air .paoo bolnq An olav_ticn of 64.21 teet alevAt!one
rohretncetJ to NAtional Oe()CletJ.o VertioAl DAtU"' or 1924), MaAn Sea
Ltlvftl - 0.00.
p1\ncru. I I :
t:II'MIlUl,WIt lit I:hn "t,.r,ul""'H'II.,,,1 foul.,,: "A- "" " ru\l"a: ut "..t""CU"H';
I,'''''U:II U...'I.1I 00 d<<IJruClu l~'O.J. I~nut, lIl4.11 tnut Co tho llOJ.nt
of b81JlnllinCJ of A 63.00 toot atrlp balnq 31.50 teat on each alda
of thlt toU.owinq doCtor lt1ad lin,,; thenoe !.South 00 de(jreao 101 '01"
WaISt lG1.0 foat to I:.ho point of &:0r..1nA&:.l00. '1'ho lO~Il~r li.it..
oC ,JAi,' ,,1r. "pAca bol-1I1) An Inollt\ftd plAna Aloolj tho hotto. ilf
tho "upport hOAtt.B fa)[' th" ~I\.p leAdin~ tro. the a800ntl to th.1.rlt
t Lonr" of tha rArklnlj 'JArA'Ja. 'the lower pl)J.nt ot whioh J.a tho
polnt ot be'll.."I,,') hAvln'J an alovAt..l.on of 35.71 taat, tho uppar:
point ot whiCh i. tho !louthady boundary thare()t bAv!nq All eleVAtion
or 4), '11 tltot.
"tha upper. i.lIdt. or .Aid Ail' .pAOO bolng tho lowAr 11.it.,. ot PAroal
No. I Abovo de.aribod.
, ,
Nov. 23 '93 16:52
0000 RICHARDS,GILKEY P.R.
TEL 813-446-3741
P.21
Extllbl t ME-
PREPARED BY AND RITUlUf '.to r
Eail G. prate.i, a.quire
niohard., Gilkey Lav Pira
1253 Park street
Clearwater, Plorida 34616
na1M!N"l' AaRJ:IDm~
Thia Agree.ent aade this _ day ot
, 1993, by and
batw.en COMHt1)fI'tY REDBVBIDPImNT AOUCY or '1'HE CITY 0", CLltARWATD,
.. .
(hereinafter referred to as NCAA"), vhose addre88 18
and A'l'RXUM A'r ct.&AltWA'J'D
LIJa"l'ED, a Plorida liJaited partner.hip, (hereinatter reterred to a8
MAtriu.") , whoae addre8s ia
W I ~ N E 8 S B T H:
WHEREAS, CRA ia the owner ot the te. si.ple title to that
certain property .ore partioularly desoribed in EXhibit -AM
attaohed hereto together with the air rights to the tirst and
a800nd floor.. of the parking qaraqe looated ther~on, co..only known
aa the Park street Garage, and
WHEREAS, Atrium has aOQuired tho air spaoe oonstituting the
third and fourth floors ot the Park streot Garag8 aore particularly
described in Exhibit MDM heretol and
WHEREAS, tho parties wish to provide a .eans ot ingress and
egres. to and tro. the third and fourth tloors ot the Park street
Garage all as hereinafter oet forth.
NOW, THEREFORE, in oonsideration ot $10.00 and other qood and
valuable oonsideration the reoeipt and lIutt'ioienoy ot whicb i.
hereby aoknowledged the parties agree aa tollows:
1. ~he toraqoing reoitals are true and correct and aade a
part horeot.
2. eRA hereby grants to Atrium a non-exolusive eaaoment in,
to, over and aorOBS those drives, roads, streots, entranoe. and
alleys looated on or ,within the first two floors of the Park Street
Garage aore partioulerly desoribed 1n Exhibit "C" attaohed hereto.
3. The oaBe.ant granted herein to Atrlu. i. appurtenant to
the property dosoribed in Exhibit "8" and shall inure to the
bonetit ot Atriua and all future owners ot the property doscribed
in Exhibit "nN.
1
Nov. 23 '93 16:53
e000 RICHAR05.GILKEY P.A.
TEL 813-446-3741
.
P.22
'.
Elthibi t E page 2
IN WITNESS WH2bOP, this Aqr..a.ent h~. been exeouted a8 at t.he
date .tated above,
Withe...os.
Ha..1
..~ "I
COHMtJNIT~ R2DRVBLOPHEH!' AGIlNCY
OP THR CITY or CLlAR~ATIR,
FLORIDA
BY'
~rthur x, bo.qan, II
Chairper.on
Ha..:
" .
BY,
Pater Gozza
axecueiv. Direotor
Att...t tOI
Jaoquelyn DeGroy
SecretAty
A'1'RIUM AT CLEARWA'l'ER LIMITED, a
Florida liaited partnership
BYI
Atriu. at
Incorporated,
corporAtion,
Partner
CleaNatel:
a Florida
aeneral
Na.81
ii'a.e:
BYI
-Weiter T. l(ru_
President
STATE OF
COUNTY OP
I HEREBY CERTIPV'that On this day personally appeared betore
~e, an orficer duly authorized to tAke acknowledge.enta, ARTHUR X.
DEEGAN, It, PETER COZZA, and JACQUELYN D2GROV, as Chairperaon,
Executive Director and Secretary respectively, ot Co..unity
Redevelopment Agenoy of the City ot Cl.drwater, Florida, who are
personally known to .e or who have produced
as identification, and they are the persons described in and who
executed the toregoing Eas..ent Agree.ant and they acknowlBdged
than and there before .e thAt he executed the sa.. as such ottice
on behalr or aaid Com.unity RedevelopDent Agency or the c~ty ot
clearwater tor the purpose. therein *y.pras8.d, and that the Baid
Easement Agree.ent is the act and deed ot oaid co..unity
Redevelop.ant Agency of tha city ot Clearwater.
WITNESS .y h~nd and ottioial s8al thi. ~ day ot
, 1993.
Ha..1
Notary Publio
C01Ul1.sion. No.
My Caeaisslon Expires:
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day personally appeared betore
.., an officer duly authorizad.to take acknowl.dga~ents, MAurER T.
KRUKH, as President ot Atriu. at Clearwater Incorporatedl a Florida
corporation, as 98noral partner ot AtriuD at clearwater Liaited,
2
Nov. 23 '93 16154
0000 RIOHARDS,GIUKEY P.R.
TEL 813-44&-3741
.
P.23
'.
Elchibi t. E paqe 3
who i. parponelly known to .. or who'bas produced
all identification, and be 1s the parson de8cribed in
and who exeoutad the forego1ng Bas..ant Agree..nt, and he
acknowledged then and there bafore .8 that he execut.d the .e.. a.
such 98neral partner on b.balf of ..14 partner.hip tor the pUt'pO..a
th.rein expre.., and that Bald Ea....nt Agree..nt 1. the aot and
deed of .aid partner.hip.
WI~HBSS ay hand and otficial ..al this ____ dAY ot
, 1903.
rr '
Ha.e,
Notary Pub110
Co..i..ion No, ,
My CQ..ls81on B~ir..f
EOP: I'll
\ol..r\.triu.\ee8...nt.aQr
3
Nov. 23 '93 16:54
0B00 Rl~IG1LKEY P.A.
TEL 813-446-3741
.
P.24
'.
El<hibi.t E PD<]e"
Exhibit "B"
Together with all tho.e volu.aa of all' .pace .ituate in the City
of ClearwAtor, Pinol1ao County, ~lorid., Gontaining the t.hird
and fourth floor. ot A pa~lng garage .tructura and the ra.p loading
frOM the .eoond flooa:' to the third tlooX' thareot, .IJ do.cr1bad
in Parcel. I And II .a follow.,
PAneRI, I I
Commenoo at tho NortheAstarly corner of Lot 3, Ulock -6- MAGNOLIA
PARK SUDDIVI910H Aa reoorded in Plat Dook 1, Page 10, Publio Record.
of 1I11bborough County, Florida ot which Pinellao County wa.
torMer.ly a part, .. A point of reterencet thenoe North 09 degree.
45'53- Wast, .1009 the Southerly right ot WAy of PAX'k Streot (Park
Avenue - Plat) (^ 60 toot right 01. way) 210.94 teetJ thence South
00 dogrees U'O,- WeBt, 15.00 feot to A point on the taoe ot a
preoa.t conorete WAll, .Aid point bein9 the point of be9innin9J
thence continuo alonCJ the taoo ot .aid ....11 South 89 degrees 45'53-
RAat, 109.21 feet; thence South 00 degreee 14'01" Woat, 206.42
feet thence North 09 deCJree8 45'SJ" Woat, !)".30 loet. to point
-^- for convenience; thence North 09 degree. 45'53- West, 94.03
feet to the intersection of tho taoe ot SAid preoAat conorete
WAll And the fAce of a .~.onry WAll; thence North 00 doqreea 14101"
H~8t, 206.42 teet to the point of be91nning.
'rho lowest 1illita of BAid Air ellAoe boing the bott'*' ot the Rupport
beAms for the third floor of tho pAX'king (jAr.go At the lowest
leval of aAld bltAmll, hAving An elevAtion of 43.11 feet. '1'he upper
11",ita ot 8aid air apace bolnCJ An elevation of 64.21 foot elevation,.
referenced to National Geodetio VertlQAl Datu. of 1929, HeAn Se.
Lovel - 0.00.
()AnceT. n.:
COlUUlnllOIl "I: thu ,.fncocluuflrlluut pt)lnt -^" /1/1 41 polllt or rnturnnul.l;
thunco Nort.h 00 dftgrodu 14'07- ~A8t, 104.21 feet to the point
ot boqinnlng of a 63.00 toot strip being 31.50 feet on eaoh aide
of tho followln~ described 11ne; theno. South 00 dogree. 1~'07N
West 162.0 foot to tho point ot ter.ination. The lower li.ita
of sAId air apaoe bolnq An inclined plAne a10n9 the botto. of
the support heAm.. for the rAmp loAdin9 fro. the aeoond to third
floore of the pArkln(j C)Arage. The lower point of whioh 1. the
point of boginning having An elevation ot 35.71 foetI tha upper
point at which i. the Southerly boundary thoX'eot hAvin9 An elevAtion
of 4J.11 teiltt.
'l'he uppltr li.-ita of SAid air apaco beLn9 the lower liaaita of Paroel
No. I above do_cribod.
. .
"",:
NOli. 23 '93 16155
000B RICHARDS.GILKEY P.A.
TEL 813-446-3741
P.25
Exhibit. E Pl<<Je 5
P.XJIJIlIT "",M
lolA 1, 2, 3, ).2, 13 and 14 aoo rallroad riCJht.-ot-way lying westerly
of $la hI U>ts 1 ACId 14, all In Block 116", ~J" PARX SUDOIVISICN,
aB recorded in Plat Book l., P~e 70 and Plat BOOk 3, Pac;,e 43, of t:he
PIjJ) Ie Jll!cords of Plnellae County, Florida.
~S ANO EXCEPI' 'I1IE POLI..alltG:
Together with All tho.. v~lUMe8 ~f ell' spaoe situate in the C~ty
Qt ClearwAter, ~inella. County, Plorlda, oontAining the th~rd
and fourth floors of a pa~kin9 gArAge atruoturo and the ra.p loading
fro", the second !lOOl' to the third floor thereot, .a doaorlbed
in Parcel. I and 11 .e foll~w.,
PM1CIU. I I
COIIUJICllnee at the Northea.tdrly corner ot Lot 3, Dlock "6. MAGNOLIA
PARK aUDDIVISION aD reoorded in Plat nook 1, Page 10, Publio neoorda
of nilloborQugh County, Plorida of which Pinalla. County w~s
forlllerly a part, aa a point of raferonool thence Nortil 0' degree.
4~'5J" West, along the Southerly right ot way ot PArk Street (P~rk
Avenue - Pl.t) (A 60 foot right of WAY) 210.'. feot; thenoe South
00 doqreft8 14'07" West, 15.00 teet to " point on tho face of A
prf1Cl\at concrete WAll, sAld point. being the point ot b8CJinninl)2
thellce continue a10n(j the tace of said WAll South 09 degrees 45' 53"
~A8t, 109.21 foet: thence South 00 degrees 14'Olu Wost, 206.42
fect thance Nt)rth 09 deCJr.ea. 45 '5:111 Wcut, 94.:10 f.eet t.o point
"AM for convenionoe; thence North 09 dBqreea 45'5:1" Wast, 94.0J
teot to the l"tereac~ion of the fAOO of RAid preCAst oonoreto
WAll And the taoe ot a rItA.onry WAll; thanae North 00 degreDs 14'0'"
~A8t, 206.42 teet t4 the point ot be~innlhg.
The lowest U.IDita ot aAid Air space bolnC) tho bottOM of the support.
bflAIII8 for the third floor ot tho parking gArA98 at the loweat
lovel ot SAid bea,.., hAving An elevation of 4:1.11 toet. ".rhe upper
limite of SAid air .pDoa boing An eleVAtion ot 64.21 feat elovAtiona
referenced to Wattonal Geodetio VertioAl Datu~ of 1929, Hoan 88A
Level - 0.00.
PM\CEL II:
(:HllllnlllltHt 1\1'. tll,. "turtutfJIHI,:lt.,ul (lI)JIlL "^" "" " rU11.I\t uf I'oful:'u,,",,;
thcmea North 00 dotJrtlue 14'0'/" ~Atit, 104.21 teat:. to the point
ot beqinllinq of a 63,00 foot otrip being 31.50 foet on each aide
of the followin9 defJorlbed 11ner Chonoe South 00 deqrees 14'07"
Wout 1G2.0 foet tQ tha point ot ternainatlon. 'the lower li..lt.
of SAid Air apace belnC) bn inclined plane AlonCJ the b4tto. of
tho Dupport beaaao for the rAmp lOAdJ.l\t,J tro", the /Seoond to third
f lCJora of tho pArkin9 ql\rlu)o. The lower point ot whioh i8 tho
point of beqi"ninq huving an elevation of 35.71 teatl the upper
point ot whioh 10 the Southerly boundAry thereof having an elevation
ot 4J.71 feet.
'l'he upper li.it. of 8aid Air apaoe beluCj tho loweI;' U,aita of Parael
No. 1 Abo~e de8orlbed.
. .
Hov. 23 '93 16:56
0000 RIOHARDS,GIWKEY P.A.
TEL 813-446-3741
P.26
P'JdUbit E plS99 6
P;)(hibit "0.
'rogather with all thoee volu.e. of Air .pAce a1tuate 1n the City
of Cloarwater, l'ino11.. County, l'lorida, oontA1ning tho third
And fourth floor. of A pa~k-in9 g.rago otructur. and tho ra.p loading
fro. the .econd floor to the third tlOQr thoreof, .0 deaorlbed
in Parcolu I .nd II .a tollowe~
f\ARCR), I:
COmQence At the HorthaAaterly corner of Lot 3, Blook "6" MAGNOLIA
f\I\RX SUBDIVISION .a recordod in Plat Book 1, PAge 70, Publlo Rooord.
of IIlllNborough County, Plor1da ot ~hioh pinall.. County w..
formerly A part, A8 a polnt ot retorenoo, thence Horth 09 degrees
45 '5:J" Waat, Along the Southerly right of WAY of PArk Stroet (llarle
Avonue - PlAt) (^ 60 toot. right of way) 210.94 feet, thenoe South
00 de9reo8 ]4'07"' Weat, 15.00 feet to " point on tho faco ot a
precAst conoreto wall, SAid point beinC] the point of boC)inninq,
thence continuo alone,) the faoe ot said WAll South 09 degreop 45'53"
EAst, 109.21 feet, thence South 00 dogrees 14'01M W08t, 206.42
Ceet LhenoD North 09 degr:oeu!l 45'53" Woot, 94.30 teot to point
NAN tor conve"ie~ooJ thence North 09 degreee 45'5)" ~e.t, 94.03
toet to the l'Itoraeotion of the fac~ of ftAld pr:eoaet oonor:eto
WAll And tho taco of a .a.on~y wall, thence North 00 deC]roea 14'01N
~Aat, 20G.42 feet to tho point of be9inninC].
Tho J.oweot H.ita ot &!lAid ail' apace being the botto. of the support
belUGfJ for tho third floor of tho parking garage At the loweat
lovol at said bea.., hAvinq An elevation at 43.11 feet. The upper
11~ita at aaid aIr .paoo bein9 An elevation of 64.21 feet elevations
referenced to NAtiOnal Geodetio Vertioal DatUM of 1929, HOAR Sea
Level.. 0.00.
lJ^IlCP.L 1 I :
r.o'n'l\nlll:f~ nl: tho I\tnr.n.IAllfJrlhncl polnt "Ato I\n n (\nl.ut of rnfua:'ul\l~tt;
tlllUlcU North 00 dO(JroolJ It' 07" Y.aQt, 104.21 tOQt to the poInt
of be9inning ot A 6J.00 toot strip being 31.50 foet on eaoh aide
of the following dft8crlbed l1no, thence South 00 degrees 14'0'.
Wost 162.0 foot. to tho point of terminatIon. 'rho lower li.ita
of SAid air space belnt) An inclined plane .along the bottotft at
the lIupport boa",. for: tho ra.p leadln9 frOM tho aBoond to third
flooru of the parkinq 9ArAqO. The lower point of which 18 the
polnt ot beginning having an eleVAtion of 35.71 feet~ th. upper
point of whioh i8 the Southerly boundary thereof hAvinq an elevation
of 43.71 feot.
~hQ upper li_Lt. ot said Air spAce being th~ lower li~itd ot Parcal
No. I above deecribad.
. .
Nov. 23 '93 16:5'7
~ RICHARDS.GILKEY P.A.
TEL 813-446-3741
.
P.27
..(
Exhibit. 'P. pe.ge 7
ExhiliH .e"
uaw. ..lIea'tofl_. oe. ............. IAtlllltn
. ..: '1'0 ..... 'hI'Na. L.lIV&Io O! r- ....1110 '~.
"..n... .t'~. 'a, I. I."'~. u~...:. I" ... rd't.... r't'~..t...,..,
...'........ua.. ., ..a......t... elW :U, an ,e ....~. IUoOlIO&.U.
..... tUIOU.'... .. ,...,.... aa ...t. 0lIlM .. ..,. ". NltU.
. ......... ., au........" t.NAt... ,..a... .'.'.l.. .,...... GlMIIl"
.... "I'IMI"~ ' __n, .... ..at ___ I, ..... U ., ,... ...u. a-..
.e ...".u.. Cl\Iftty, rae,'" 1M1.., Mr. ,.rtaOlAl...1Y "J4raM4 ..
1.11_. :. I ,
ClI I 11101 .. .e ...rt.....~rl~ oet-'r ., ..,. ...\\ I, .. . ,.,., ..
,,'.r.-.., ,..~ ....."..,.... ..... ,.. e.w~.r r.tht..'....,
'."..rll .U.., ,....11 ".... . ".tl I. .. ,_, ..,~, .. ....~.
"..U ,.., toe 'M ~h" .r ...a....~et.-' ,...... .....,. .,.... 41.)'
<<..,. '''-ROe ..., ,.t.)~.. I.~. .... .e ...., ..... ..~
_",.,.... t-"-e "'''M. ..... .'tn.... n... ,..t. ,__.
.... ""'-1.. ,..\. ,..t ,. . ..,..,~ t'" ...,..... .__'..r..,
1"'11'..'_'" .t .erll It,.._. ,...... .....,..U.... .a.... ..,..
r'..._..,....,. I.... ...t ,t 'M "'!"l ., """"'"
fat........ II.... ." ....,............ .......' ,.,. ,... ,... ....,. ,'~
~ Ural ,..... ,. till .~ "....! "'''' ............. .. 1.11_.
....,...,"" at. ,... ..........1'1.... ,.... ... .. . .....t .t ..,..._.
..-..- .....14'.'..... .n. U ..., ,. ..'", .C' ,... _Y....M..
U,iNMI......U'...... ..... ea,'" "'.... .....U.".... a".1) ...t
,. . ...., 1ft .... Jle4ttMrl, II.. ... rile ...... ...l'l.... .........
,...... ........s,.... .1.... .... 1IOol,..tl, U.., u... ,..t. \II u.-
"'1'" ., ...,..,,,,. :
'. .
..,.. l_.. u..'u ., .... .._., ...l... .. ...."... P.... e'-, tM
laeU_ .. t.ae .1&....'" bat._ ..r "'.....a. 1'''''' .... ....... 1&.,.. ..
.... ...-... """" .. 'MII~ .'"' aa... ,... ...n. .. LM
."....., ..... "1' tM ..... a...."", 'I''' tI,. ........ Jl_ ... t~
Ullr. U..... .'
tDOftttD "'ft eM '..n..-..,..., ........, ,.,. tM ..........V 'II'''''''''
tM aeooM liDOI' bea... "lICIt'taU ",.".U_.
C-. .~ t.ha .Co,...-.crlMd ,..,., .c. .. . "'ft' o. .,'.nAce,
LIleRD' ...0.'...'.... 'I,.. ,..t ~l'~, ..,_, .. e.t,..,..,.t ,~.
U... '_L .lrlp ...t~ H." r..t ... ''''l_ ... ..cto .... Cor
tile ,.alowlftt ......... ...t.,a.-.. '1.-0_ I."'"""".. "."
I.... u..-. ..'0' ..'.,..., tU.. J ...t. tll_ .....u.".t..
.u.,. ..." ,~. .... ..'Ol...., ,...U 1h'" u_.
..., .,..J...., .a.De r..t,,. ~ "'at .r .......:[.
,eta I..... lldt. ., ..,. ........, ...... tN ...u~..r t.. ..."on
...... .... &.Il. ........ fl... .t u. "'''''''' ....... .tMl tIt. .........
lI.". _I~ .... IIott.. .r U. '''PfI'IIU w_ .... Ule\tIllrd HOOI' .,
",. ..r..... ........ , ~
.
.
"
. ~
~
?:
t,
SECOND AMENDMENT TO
DEVELOPMENT AGREEMENT
THIS SECOND AMENDMENT TO DEVELOPMENT AGREEMENT is made this day
of , 1993 (herein, the "Amendment"), by and between the CITY OF
CLEARWATER, FLORIDA, a Florida municipal corporation, having an office at 112
South Osceola Avenue, Clearwater, Florida 34616 (the "Cityll), the CLEARWATER
REDEVELOPMENT AGENCY, now known as the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF CLEARWATER (the IIAgencyll), and ATRIUM AT CLEARWATER, LIMITED, A FLORIDA
LIMITED PARTNERSHIP (IIAtriumll), whose address is in care of Walter J. Mackey,
Jr., 1601 Forum Place, Suite 805, West Palm Beach, Florida 33401, successor in
title and interest to J.K. Financial-Clearwater Square, Inc., a Florida
corporation (IIJ.K. FinanciaP), after diverse conveyances.
~
WHEREAS, the parties or their predecessors in title and interest have
entered into a Development Agreement dated July 14, 1983, recorded in Official
Records Book 5868, Page 1530, of the Public Records of Pinellas County, Florida,
as modified by Amendment to Development Agreement dated July 25, 1984, recorded
in Official Records Book 5868, Page 1543, of the Public Records of Pinellas
County, Florida, relating to certain property described therein (the IIProperty"),
which agreement, as modified, is incorporated herein by reference and referred
to as the IIDevelopment Agreementll; and
WHEREAS, the parties desire to acknowledge that certain provisions of the
Development Agreement continue in full force and effect, and that certain other
provisions have been fully satisfied, and desire to clarify the rights and
obligations of the parties with respect to those provisions of the Development
Agreement which continue in full force and effect, as set forth herein;
, NOW, THEREFORE, in consideration of the foregoing and other good and
valuable considerations, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. The following provlslons of the Development Agreement continue in
full force and effect (unless expressly indicated otherwise, a reference to a
paragraph in the Development Agreement includes all subparagraphs):
Paragraph:
1
Relating to:
The recitals (lIwhereas" clauses), except to the extent that
the statements of ownership of certain parcels of property are
no longer current.
2
10
Definitions, except to the extent that the interests of the
original parties and the estimated number of spaces in the
parking garage are no longer current.
Statement relating to compliance with Section 163.380(3),
Florida Statutes, relating to disposition of community
redevelopment property.
Cond i t ions precedent to c 1 os i ng, to the extent that such
conditions require or may require a zoning and land use plan
designation for the Property to permit an office building and
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parking facility; service to the Property by city sewer,
water, drainage, and other utility services in compliance with
the rules and regulations of the city for such service; and
the granting of an easement above Park Street for the
pedestrian walkway over Park Street; which conditions are
acknowledged by the City has having been satisfied before
closing.
Obligations of J.K. Financial and assigns that the Property
shall not be sold without the consent of the Agency or the
City; that the Property shall not be exempt from ad valorem
taxes, shall be subject to ad valorem taxes as provided by
law, and shall not be sold or transferred to any organization
which at the time of the conveyance is exempt from the payment
of ad valorem taxes except the City or the Agency, and that a
restriction to such effect shall be placed on the deed and
recorded in the Public Records of Pine11as County and shall be
deemed a restriction on the sale or transfer of the land or
any interest therein or the improvements thereon which ~ay be
enforced by suit for specific performance or by any other
legal remedy available to the City or to the Agency.
Warranties and representations of the City and Agency.
Parking facility, to the extent that the paragraph provides
for access to the air rights by an easement of necessity over
the remaining portion of the parking garage property.
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19
Governmental cooperation.
Remedies.
Mi sce 11 aneOU5, except that the names and addresses of the
parties have changed for the purpose of giving notice, and
alternatives to payment of the purchase price by J.K Financial
in Subparagraph 19.10, added by the first Amendment to the
Agreement, have been satisfied.
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2. The following executory provisions of the Development Agreement have
been performed or are otherwise fully satisfied (unless expressly indicated
otherwise, a reference to a paragraph in the Development Agreement includes all
subparagraphs):
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5
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Purchase price and sale of Agency property to J.K. Financial.
Purchase of "Jannelli Parcel.1I
Purchase of "Parcel A," a portion of the former rai lroad right
-of-way north of Park Street.
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Title insurance.
Surveys.
Closing.
Conditions precedent to closing except as described in
Paragraph 1 of this Amendment.
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Obligations of J.K. Financial to submit plans, specifications,
site plan, and community impact statement before closing; and
to pay its proportionate share of required fees for the
issuance of a bui lding permit for the construction of the
office building and parking facilities, and to commence
construction within 90 days thereafter.
13
14
Prorations.
Parking facility, except as described in Paragraph 1 of this
Amendment.
16
17
19
Development Action Grants.
Appraisals.
Miscellaneous, to the extent that the alternatives to payment
of the purchase price by J.K Financial in Subparagraph 19.10,
added by the first Amendment to the Agreement, have been
satisfied.
3. . The parties acknowledge that title to the Property is derived from J.K.
Financial through intervening parties including but not limited to Maria Real
Estate, Inc., to the City of Clearwater, Florida, as successor in title and
interest to Maria Real Estate, Inc. The CITY and the AGENCY consented to and
acknowledged the assignment and assumption of the rights and obligations under
the Development Agreement to Maria Real Estate, Inc., but not to other grantees
including Mack Clearwater Limited Partnership and the City of Clearwater. The
CITY and the AGENCY acknowledge that the rights and obl igations under the
Development Agreement which continue to be executory remain in full force and
effect; that the conveyance to the City did not constitute a breach of the
Development Agreement, which expressly authorizes sales or transfers to the CITY
or the AGENCY; and that the conveyance to the City did not constitute a merger
in the CITY of the Development Agreement and rights and obligations thereunder.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals
day of November, 1993.
Countersigned:
CITY OF CLEARWATER, FLORIDA
By:
Rita Garvey
Mayor-Commissioner
Michael J. Wright
City Manager
Attest:
Witnesses:
Cynthia E. Goudeau, City Clerk
Approved as to form and correctness:
Print name
M. A. Galbraith, Jr. City Attorney
Print name
CLEARWATER REDEVELOPMENT AGENCY,
now known as
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF CLEARWATER
Attest:
By:
Jacqualine DeGroy, Secretary
Arthur X. Deegan, II
Chairperson
By:
Peter ,). Gozza
Executive Director
ATRIUM AT CLEARWATER, LIMITED,
A FLORIDA LIMITED PARTNERSHIP
BY: ATRIUM AT CLEARWATER, INCORPORATED,
A FLORIDA CORPORATION, GENERAL PARTNER
Attest:
By:
Walter T. Krumm, President
Secretary
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STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to and subscribed before me this day of November, 1993, Rita
Garvey, the Mayor-Commissioner of the City of Clearwater, a Florida municipal
corporation, who is personally known to me or has produced
as identification.
Print/Type Name:
Notary Public
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to and subscribed before me this day of November, 1993, Michael
J. Wright, the City Manager of the City of Clearwater, a Florida municipal
corporation, who is personally known to me or has produced
as identification.
Print/Type Name:
Notary Public
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to an subscribed before me this day of November, 1993, Cynthia
E. Goudeau, the City Clerk of the City of Clearwater, a Florida municipal
corporation, who is personally known to me or has produced
as ident'ification.
Print/Type Name:
Notary Public
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STATE OF FLORIDA
COUNTY OF PINELLAS
)
)
Sworn to and subscribed before me this day of November, 1993, Arthur
x. Deegan II, Chairperson of the Community Redevelopment Agency of the City of
Clearwater, who is personally known to me or has produced
as identification.
Print/Type Name:
Notary Public
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to and subscribed before me this day of November, 1993,
Peter J. Gozza, Executive Director of the Community Redevelopment Agency of the
City of Clearwater, who is personally known to me or has produced
as identification.
Print/Type Name:
Notary Public
STATE OF FLORIDA )
COUNTY OF PINELLAS )
.
Sworn to and subscribed before me this day of November, 1993,
Jacqualine DeGroy, Secretary of the Community Redevelopment Agency of the City
of Clearwater, who is personally known to me and did not take an oath.
Print/Type Name:
Notary Public
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STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this day of November, 1993, 1993,
by WALTER T. KRUMM and , President and Secretary of
ATRIUM AT CLEARWATER, INCORPORATED, A FLORIDA CORPORATION, on behalf of the
corporation. They are personally known to me or have produced
.as identification.
Notary Public
My Commission Expires:
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ASSIGNMENT OF RIGHTS UNDER ESCROW
AGREEMENT FOR REPAIR OF WALKWAY CANOPY
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The CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, having
an office at 112 South Osceola Avenue, Clearwater, Florida 34616 ("Assignorll),
in consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration paid by ATRIUM AT CLEARWATER, LIMITED, A FLORIDA LIMITED
PARTNERSHIP, having an office c/o Walter J. Mackey, Jr., Centurion Tower, 1601
Forum Place, Suite 805, West Palm Beach, Florida 33401 ("Assigneell), does hereby
assign, transfer and set over to Assignee, to the extent assignable, all of
Assignor's right, title and interest in and to the Escrow Agreement dated March
29,1993, by and between the Assignor, Maria Real Estate, Inc., and the Miami law
firm of Weil, Gotshal & Manges as "Escrow Agent, II a copy of which is attached to
this Assignment, for the purpose of funding the repair of the walkway canopy
between the Sun Bank office building and the Park Street parking garage to pre-
storm condition. This assignment is subject to compliance with the terms of said
agreement, including without limitation the submission by Assignee of estimates
and invoices for the repair of the walkway canopy, which estimates and invoices
shall be subject to the prior approval of Maria Real Estate, Inc.
Assignor, subject to the terms of the Escrow Agreement, represents and
warrants to Assignee that Assignor has full legal right, power and authority to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby. .
IN WITNESS WHEREOF, Assignor has duly executed and delivered this
Assignment this day of November, 1993.
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Countersigned:
ASSIGNOR:
CITY OF CLEARWATER, FLORIDA
Rita Garvey
Mayor-Commissioner
By:
Michael J. Wright
City Manager
Attest:
Witnesses:
Cynthia E. Goudeau, City Clerk
Approved as to form and correctness:
Print name
M. A. Galbraith, Jr. City Attorney
i
Print name
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Atrium/Clearwat~_
ESCROW AGREEMENT
ESCROW AGREEMENT (the. "Agreement"), dated as of the 29th day
of March, ~993, by and among MARIA REAL ESTATE INC., a Florida
corporation, having an office at 2502 Rocky Point Road, Suite
695, Tampa, Florida 33607 '''Seller''), THE CITY OF CLEARWATER,
FLORIDA, a Florida municipal corporation, having an address at
112 S. Osceola Avenue, Clearwater, FL 34616 ("Purchaser") and
WEIL, GOTSHAL & MANGES, having an address at 701 Brickell Avenue,
suite 2100, Miami, Florida, 33~31 ("Escrow Agent").
WIT N J~ a SET H:
WHEREAS, pursuant to a Sale-Purchase Agreement dated the
date hereof, Seller will convey to Purchaser certain real
property located at 6U1 Cleveland Street, Clearwater, Florida and
commonly known as the "Atrium at Clearwater Square" (the
"Premises"); and
WHEREAS, the awning connecting the office building on the
Premises to the parking garage was damaged in a recent storm.
The "Damage" is more. particularly doscribed on Exhibit A hereto;
and
WHER~AS, Seller has agreed to deposit certain funds into
escrow with Escrow Agent for the purpose of reimbursing Purchaser
for the cost of the repair of the Damage to the pre-storm
condition;
NOW, THEREFORE, in consideration of ten ($10.00) dollars and
the mutual covenants and agreements hereinafter set forth, and
intending to be legally bound hereby, it is hereby agreed as
follows:
1. Deposit of Escrow Funds. Seller hereby directs that
$50,000 (the uEscrowed Funds") of the Purchase Price. (as defined
in the Sale-Purchase Agreement) shall be deposited in escrow,with
Escrow Agent pursuant to wire instructions provided by Escrow
Agent.
2. Investment of F.scTowed Funds. Escrow Agent shall
deposit and maintain the Escrowed Funds in an interest bearing
money market account at citibank F.S.B., or such other financial
institution designated by the Escrow Agent, provided same is
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reasonably acceptable to Seller and Purchaser. Any interest
earned or received by the Escrow Agent on the Escrow Agent shall
be paid over to Seller from time to time upon demand by Seller.
Seller shall be responsible for the payment of any income taxes
on such interest, if due under applicable law. Seller's tax
identification number is 13-3036326.
3. Disbursement of Escrowed Funds. The Escrowed Funds
shall be disbursed by Escrow Agent pursuant to the following
procedure:
(a) Purchaser shall be permitted to draw upon the
Escrowed Funds to either repair the Damage as construoted prior
to the storm or to use an amount equal to the cost of such repair
to replace the Damage in a manner acceptable to Purchaser.
(b) Purchaser shall submit to Seller the contracts or
contracts for the repair of the Damage (collectively, the
"Contracts") for Seller's approval thereof, which approval shall
not be unreasonably withheld or delayed.
(c) Upon approval of the Contracts, Purchasor shall
cause the work to be performed pursuant thereto. Neither Bscrow
Agent nor Seller shall have any obligation to inspect such work
or to cause such work to be performed.
(d) Upon completion of the work or at such other times
as is expressly set forth in the Contacts (but no more frequently
than once per month), Purchaser shall provide Seller with the
invoice for payment pursuant to the contracts together with a
certification by the Purchaser that the work for which the
payment is to be made has been completed. Provided the invoice
is in conformity with the Contracts, Seller shall direct Escrow
Agent in writing to disburse the amount of the invoice to or at
the direction of Purchaser.
4. Insurance Proceeds. Seller retains all right to any
insurance proceeds payable as a result of the Damage.
5. Return of Escrowed Funds to Seller. Upon the
completion of the repair of the Damage (as certified in writing
by Purchaser) any remaining Escrowed Funds shall be the property
of the Seller. In addition, in the event any Escrowed Funds
remain as of April 1, 1995, (a) Escrow Agent shall notify Seller
and Purchaser of such fact and, (b) unless instructed otherwise
by Purchaser within 30 days following receipt by Purchaser of
such notification, Escrow Agent shall deliver such funds to
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Seller. Seller shall have no obligation to deposit additional
funds in the event the Escrowed Funds are insufficient to repair
the Damage.
G. Obliqations of Escrow Aqent. If there is any dispute
as to whether Escrow Agent is obligated to deliver any monies
and/or documents which it now or hereafter holds (collectively,
the "Escrowed Property") or as to whom any Escrowed Property are
to be delivered, the Escrow Agent shall not be obligated to make
any delivery, but, in such event, shall hold same until receipt
by the Escrow Agent of an authorization, in writing, signed by
all of the parties having an interest in such dispute directing
the disposition of samej or, in the absence of such
authorization, the Escrow Aqent shall hold any Escrowed Property
until the final determination of the rights of the parties in an
appropriate proceeding. within three business days after receipt
by the Escrow Agent of (i) a copy of a final judgment or order of
a court of competent jurisdiction, certified by the clerk of such
court or other appropriate official, and (ii) an opinion of
counsel, acceptable to the Escrow Agent, of the party to whom the
Escrowed Property is to be delivered to the effect that such
judgment or order is final within the meaning of this Agreement,
the Escrowed Property shall be delivered as set forth in such
jUdgment or order. A judgment or order under this Agreement
shall not be deemed to be final unti~ the time within which to
take an appeal therefrom has expired and no. appeal has been
taken, or until the entry of a judgment or Jorder from which no
appeal may be taken. If such written authorization is not given
or proceeding for such determination is not begun and diligently
continued, the Escrow Agent may, but is not required to, bring an
approp~iate action or proceeding for leave to deposit the
Escrowed Property in court, pending such determination. The
Escrow Agent shall not be responsible for any acts or omissions
unless willfully done and upon making delivery of the Escrowed
Property which the Escrow Agent holds in accordance with the
terms of this Agreement, the Escrow Agent shall have absolutely
no further liability hereunder. The Escrow Agent shall have no
liability for any loss resulting from financial or other failure
of the financial institution into which the Escrowed Property is
deposited. In the event that the Escrow Agent places any
Escrowed Property and/or documents that have actually been
delivered to the Escrow Agent in the Registry of the Circuit
Court in and for Pinellas County, Florida and files an action of
interpleader, naming the parties hereto, the Escrow Agent shall
be released and relieved from any and all further ob1igation and
liability hereunder or in connection herewith. The Escrow Agent
shall be entitled to rely upon, and shall be fully protected from
all liability, loss, cost, damage or expense in acting or
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omitting to act pursuant to, any instruction, order, jUdgment,
certification, affidavit, demand, notice, opinion, instrument or
other writing delivered to it hereunder without being required to
determine the authenticity of such document, the correctness of
any fact stated therein, the propriety of the service thereof or
the capacity, identity or authority of any party purporting to
sign or deliver such document. Seller and Purchaser shall and do
hereby, jointly ana severally, agree to indemnify and hold the
Escrow Agent harmless from any and all damages or losses arising
hereunder or in connection herewith, including but not limited
to, all costs and expenses incurred by the Escrow Agent in
connection with the filing of such action including, but not
limited to, reasonable attorneys' fees for the Escrow Agent's
attorneys through all trial and appellate levels (which may
include fees and costs of legal services provided by attorneys in
the firm of Weil, Gotshal & Manges). It is agreed that Escrow
Agent shall not be disabled or disqualified from repres~nting
Seller in connection with any litigation which might arise out of
or in connection with this Agreement by virtue of the fact that
the Escrow Agent has agreed to act as the Escrow Agent hereunder
and Purchaser does hereby waive any claim arising out of or in
connection with the foregoing except for claims of qro~s
negligence or willful misconduct. The duties of the Escrow Agent
are only as herein specifically provided, and are purely
ministerial in nat'ure. The Escrow Agent shall neither be
responsible for, or u]1der, nor chargeable with knowledge of, the
terms and conditions of any other agreements, instrument or
document in connection herewith, and shall be required to act in
respect of the Escrowed Property only as provided in this
Agreement. This Agreement sets forth all the obligations of
Escrow Agent with respect to any and all matters pertinent to tho
escrow contemplated hereunder and no additional obligations of
Escrow Agent shall be implied from the terms of this Agreement or
any other Agreement. The Escrow Agent shall not be bound by any
modification, cancellation or rescission of this Agreement unless
in writing and signed by the Escrow Agent. The Escrow Agent and
any successor escrow agent may at any time resign as such by
delivering the Escrowed Property to either (i) any successor
escrow agent designated by all the parties hereto (other than
Escrow Agent) in writing, or (ii) any court having competent
jurisdiction. Upon its resignation and delivery of the Escrowed
Property as set forth in this Section, the Escrow Agent shall be
discharged of, and from, any and all further obligations arising
in connection with the escrow contemplated by this Agreement. I
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7. Miscellan~ous.
(a) This Agreement shall not be altered, amended,
changed, waived, terminated or otherwise modified in any respect
or particular unless the same shall be in writing and signed by
or on behalf of the party to be charged.
(b) This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and to their
respective heirs, executors, administrators, successors and
assigns.
(0) All prior statements, understandings,
representations and agreements between the parties with respect
to the Damage, oral or written, are superseded by and merged in
this Agreement, which alone fully and completely expresses the
agreement between them in connection with this transaction and
which is entered into after full investigation, neither party
relying upon any statement, understanding, representation or
agreement made by the other not embodied in this Agreement. This
Agreement shall be given a fair and reasonable construction in
accordance with the intentions of the parties hereto, and without
regard to or aid of canons requiring construction against Seller
or the party drafting this Agreement.
Cd) Purchaser agrees that it does not have and will
not have any claims or causes of action against any disclosed or
undisclosed officer, director, employee, trustee, shareholder,
partner, principal, parent, subsidiary or other affiliate of
seller, including, without limitation, Citicorp, citibank, N.A.,
citicorp Real Estate, Inc. or Aspiration, Inc., (collectively,
"Seller's Affiliates") arising out af or in connection with this
Agreement or the transactions contemplated hereby. Purchaser
agrees to look solely to Seller and its assets far the
satisfaction of any liability or obligation arising under this
Agreement or the transactions contemplated hereby, or for the
performance of any of the covenants, warranties or other
agreements contained herein, and further agrees not to sue or
otherwise seek to enforce any personal obligation against any of
Seller's Affiliates with respect to any matters arising out of or
in connection with this Agreement or the transactions
contemplated hereby. Without limiting the generality of the
foregoing provisions of this section, Purchaser hereby
unconditionally and irrevocably waives any and all.. claims and
causes of action of any nature whatsoever it may now or hereafter
have against Seller's Affiliates, and hereby unconditionally and
irrevocably releases and discharges Seller's Affiliates from any
and all liability whatsoeve~ which may now or hereafter accrue in
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favor of Purchaser against Seller's Affiliates, in connection
with or arising out of this Agreement or the transactions
contemplated hereby.
(e) No failure or delay of either party in the
exercise of any right given to such party hereunder or the waiver
by any party of any condition hereunder for its benefit (unless
the time specified herein for exercise of such right has expired)
shall constitute a waiver of any other or further right nor shall
any single or partial exercise of any right preclude ether or
further exercise thereof or any other right. No waiver by either
party of any breach hereunder or failure or refusal by the other
party to comply with its obligations shall be deemed a waiver of
any other or subsequent breach, failure or refusal to so comply.
(f) This Agreement may be executed in one or!more
counterparts, each of which so executed and delivered shall be
deemed an original, but all of which taken together shall
constitute but one and the same instrument.
(g) The caption headings in this Agreement are for
convenience o~ly and ore not intended to be a part of this
Agreement and shall not be construed to modify, explain or alter
any of the terms, covenants or conditions herein contained.
(h) This Agreement, having been drawn and negotiated
in tha state of Florida, shall be interpreted and enforced in
accordance with the laws of the state of Florida, and Seller and
Purchaser hereby agree to submit to personal jurisdiction in the
state of Florida in any action or proceeding arising out of this
Agreement. Seller and Purchaser agree that any such action or
proceeding shall be brought in any federal, state or local court,
as the case may be, located in the County of Pinellas and state
of Florida..
(i) In the event of any litigation arising out of or
connected in any manner with this Agreement, the non-prevailing
party shall pay the costs of the prevailing party, including its
reasonable counsel and paralegal fees incurred in connection
therewith through and including all other legal expenses and the
costs of any appeals and appellate costs relating thereto.
(j) The use of any gender shall include all other
genders. The singular shall include the plural and vice versa.
(k) All of the Exhibits and Schedules annexed hereto
are incorporated herein by reference and form part of this
Agreement.
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(1) Use of the words "herein," "hereof," "hereunder"
and any other words of similar import refer to this Agreement as
a ~hole ana not to any particular article, section or other
paragraph of this Agreement unless specifically noted otherwise
in this Agreement.
(m) This Agreement shall not be deemed to confer in
favor of any third parties any rights whatsoever as third-party
beneficiaries, the parties hereto intending by the provisions
hereof to confer no such benefits or status.
(n) THE PARTIES HERETO DO HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE ANY RIGHT ANY
PARTY MAY HAVE TO A JURY TRIAL IN EVERY JURISDICTION IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE
PARTIES IIERETO p..GAINST THE OTHER OR THEIR RESPECTIVE SOCCESSORS
OR ASSIGNR IN RESPECT OF ANY MATTER ARISING.OUT OF OR IN
CONNECTION WI~H THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED AND
DELIVERED BY EITHER PARTY IN CONNECTION THEREWITH (INCLUDING,
WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS
AGREEMENT, AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS
AGREEMENT WAS FRAUDULENTLY IK:JUCED OR OTHERWISE VOID OR
VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY
~O ENTER INTO THIS AGREEMENT.
(0) If any provision of this Agreement shall be
unenforceable or invalid, the same shall not affect the remaining
provisions of this Agreement and to this end the provisions of
this Agreement are intended to be and shall be severable.
(q) Each party hereto acknowledges that all parties
hereto have participated equally in the drafting of this
Agreement and that accordingly no cour~ construing this Agreement
7
(p) Typewritten or handwritten provisions inserted in
this Agreement or in the Exhibits annexed hereto (and initialled
by the parties) shall control all printed provisions in conflict
therewith.
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shall construe it more stringently against one party than the
other.
IN WITNESS ffiIEREOF, this Agreement has been duly executed by
the parties hereto as of the day and year first above written.
Signed, sealed and delivered
in the presence of:
SELLER:
MARIA REAL ESTATE, INC., a
Florida corporation
By: O~~ --:?/~
J~eph 'F. McCarthy ;
Title: Vice President
Name ~r t). tf-tJZe
Address: 2502 Rocky Point Rd.
suite 695
Tampa, Florida 33607
pURCHASER:
THE CITY OF~CLEARWATER, a
Florida municipal corporation
Title:
t ;e;e
Address: 112 S. Osceola Ave.
Clearwater, FL 34616
By: /
Print Name 7
Title:
112 S. Osceola Ave.
Clearwater, FL 34616
[SIGNATURES CONTINUED ON FOLLOWING PAGE)
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PREPARED BY AND RETURN TO:
Emil G. Pratesi, Esquire
Richards, Gilkey Law Firm
1253 Park street
Clearwater, Florida 34616
EASE~NT FOR CROSSWALK
This Agreement made this _ day of
, 1993, by and
among THE CITY CLEARWATER, FLORIDA, a municipal corporation
organized under the laws 6f the state of Florida, (hereinafter
referred to as "city") whose address is P. O. Box 4748, Clearwater,
Florida 34618-4748, and COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF CLEARWATER, FLORIDA, (hereinafter referred to as "CRA") whose
address is P. O. Box 4748, Clearwater, Florida 34618-4748, and
ATRIUM AT CLEARWATER LIMITED, a Florida limited partnership,
(hereinafter referred to as "Atrium") whose address is 1601 Forum
Place, suite 805, West Palm Beach, Florida 33401.
WIT N E SSE T H:
. WHEREAS, Atrium is the owner of the certain real property more
particularly described in Exhibit "A" attached hereto and made a
part hereof; and
WHEREAS, CRA is the owner of that certain real property
described in Exhibit "B" attached hereto together with the air
space constituting the first two floors of the parking garage
constructed on the property described in Exhibit liB" commonly known
as the Park Street Garage; and
WHEREAS, there currently exists over and above that certain
publicly dedicated city street known as "Park street" a walkway
which spans and connects the property described in Exhibit "A" to
the property described in Exhibit "B"; and
WHEREAS, certain foundations and pillars which support' and
hold the walkway exist on CRA property; and
WHEREAS, the walkway and supports therefore were validly
constructed; and
WHEREAS, the parties wish to confirm the authority of the
walkway to continue to exist and the supports therefor.
NOW, THEREFORE, in consideration of $10.00 and other good and
valuable consideration the receipt and sufficiency of which is
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hereby acknowledged the parties agree as follows:
1. The recitals contained herein are true and correct and
made a part hereof.
2. The City and CRA hereby agree and consent to the existing
walkway located over and above Park Street and more particularly
described in Exhibit "C" attached hereto and made a part hereof.
I
3 . ci ty and CRA hereby agree and consent to the foundations,
supports and pilings which support the walkway being located on the
property described in Exhibit "B".
4. city agrees that the walkway will not be required to be
moved and that in the event of any damage or destruction to the
walkway Atrium or its successor in interest shall be entitled to
rebuild and repair the walkway similar to its condition prior to
the event causing the damage or destruction.
City and CRA will
grant reasonable temporary construction easements to effectuate
such repairs including any repairs ~hich may be presently required
due to existing damage as of the date hereof.
5. Atrium shall be solely responsible for the maintenance
and repair of the walkway and agrees to keep and maintain the
walkway in good condition and repair. Atrium shall save and hold
City and eRA harmless from any claim, loss, damage, liability or
cause of action arising out of, related to, or in connection with
the ~alkway and Atrium or its tenants, invitees, servants,
employees or guests use in connection therewith or the repair and
maintenance thereof. In the event that Atrium fails or neglects to
repair and maintain the walkway then in that event City and eRA, or
either of them, at their sole and exclusive option shall have the
right to repair and maintain the walkway in the event City or CRA
determines that such condition constitutes a threat to the safety,
health or welfare to the public.
In the event that City or CRA
maintains the walkway or repairs any damage after giving notice to
Atrium and Atrium I s failure to repair or maintain the walkway
within 15 days of notice of such damage Atrium shall be liable to
City and eRA or either of them, as the case may be for all costs
and expenses incurred by either in connection with any maintenance
2
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thereof. The liability under such insurance shall not be less than
$1,000,000.00 for anyone person injured or killed and not less
than $3,000,000.00 for anyone accident and not less than
$100,00.00 for personal property damage per accident.
8. This Easement is granted to Atrium and appurtenant to the
property described in Exhibit flAil and shall inure to the benefit of
or repair conducted by city or CRA.
6. Atrium shall have the sole right to discontinue the use
of the walkway at any time there being no grant, express or
implied, of any public purpose for the use, maintenance or
operation of the walkway.
7. Atrium at its sole cost and expense, and for the mutual
benefit of city, eRA and 'Atrium, shall carry and maintain the
following types of insurance in the amounts specified:
(1) Hazard insurance covering the walkway against loss
or damage by fire and against loss or damage by other risks now or
hereafter embraced by "extended coverage," so called, in amounts
sufficient to cover the replacement cost of the walkway in the
event of damage or destruction thereof.
(2) Comprehensive public liability insurance, including
property damage, insuring Atrium, city and CRA against liability
for.injury to persons or property occurring in or about the walkway
or arising out of the easement, maintenance, use, or occupancy
Atrium, its successors or assigns.
9. All notices shall be given by certified mail return
receipt requested directed to the parties at the addresses set
forth below:
As to city:
P.O. Box 4748
Clearwater, Florida 34618-4748
As to Atrium:
Attention: Walter J. Mackey, Jr., Esq.
1601 Forum Place, suite 805
West Palm Beach, Florida 33401
and
921 Chatham Lane, suite 110
Columbus, Ohio 43221
10. This Agreement is binding on and shall inure to the
benefit of the parties, their successors and assigns.
3
IN WITNESS WHEREOF, the parties have executed this Agreement
the date stated above.
Countersigned:
CITY OF CLEARWATER, FLORIDA
Rl ta Garvey
Mayor-commissioner
BY:
MIChael Wright
City Manager
Attest:
Approved at to form
and correctness:
M.A. Galbraith, Jr.
City Attorney
Cynthia E. Goudeau
City Clerk
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER,
FLORIDA
Name:
BY:
Arthur X. Deegan, II
Chairperson
Name:
BY:
Peter Gozza
Executive Director
BY:
Jacquelyn DeGroy
Secretary
ATRIUM AT CLEARWATER LIMITED,
a Florida limited partnership
Name:
BY: Atrium at Clearwater,
Incorporated, a Florida
corporation, General
Partner
Name:
BY:
Walter T. Krumm
President
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, RITA
GARVEY, MICHAEL WRIGHT, M. A. GALBRAITH, JR. , and CYNTHIA E.
GOUDEAU, as Mayor-Commissioner, city Manager, City Attorney and.
city Clerk, respectively of the above named City, who are
personally known to me or who have produced
_ as identification, and they are the persons described in and who
executed the foregoing Easement for Crosswalk and they acknowledged
then and there before me that they executed the same as such office
on behalf of said City for the purposes therein expressed; and that
the said Easement for Crosswalk is the act and deed of said City.
WITNESS my hand and official seal this
, 19_.
day of
Name:
Notary PUblic
Commission No.
My Commission Expires:
4
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STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, ARTHUR X.
DEEGAN, II, PETER GOZZA and CYNTHIA E. GOUDEAU, as Chairman,
Executive Director and Secretary, respectively of the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a body
politic and corporate under the laws of the State of Florida, on
behalf of the Agency, who are personally known to me or who have
produced as identification, and they are
the persons described in and who executed the foregoing Easement
for Crosswalk and they acknowledged then and there before me that
they executed the same as such office on behalf of said agency for
the purposes therein expressed; and that the said Easement for
Crosswalk is the act and deed of said agency.
WITNESS my hand and official seal this
, 19__
day of
Name:
Notary Public
Commission No.
My Commission Expires:
STATE OF
COUNTY OF
. I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, WALTER T.
KRUMM, as President of Atrium at Clearwater Incorporated, a Florida
corporation, as general partner of Atrium at Clearwater Limited,
who is personally known to me or who has produced
as identification, and he is the person described in
and who executed the foregoing Easement for Crosswalk, and he
acknowledged then and there before me that he executed the same as
such general partner on behalf of said partnership for the purposes
therein express; and that said Easement for Crosswalk is the act
and deed of said partnership.
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
Commission No.
My Commission Expires:
EGP: rm
\clear\atrium\croswalk.agr
5
EXHIBIT "Au
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER -'HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public Records
of uillsborough County, Florida of which pinellas County was
formerly a part, less road right of way, together with that portion
of said Block "13" which was formerly an alley, running East and
West through said Block "13", also vacated railroad right of way
described as follows: Begin at Southeast corner of said Lot 2,
Block "13", run thence East, along the Northerly right of way
of Park Street, 60.10 feet thence Northerly along the Easterly
right of .way line of said railroad right of way also the West
lines of Lots 7 & 8, Block "20" of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 229.0 feet more or lesa to the Southerly right of
way line of Cleveland Street; thence West, along the said right
of way line; 60.10 feet thence South along the Westerly right of way
line of said railroad right of way line also the Easterly line
of Lots 2 and 3, Block "13", of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 220.93 feet more or less to the Point of Beginning.
All being in Section 16, Township 29 South, Range 15 East, pinellas
County, FlQrida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD
AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly right
of way of Park Street (Park Avenue - Plat) (A 60 foot right of way),
North 89 degrees 45'53" West, 110.22 feet to the Southwest corner
of Lot 1, Block 13 of said GOULD AND EWINGS 1ST AND 2ND ADDITION;
thence along the Eastern right of way of South Garden Avenue North
00 degrees 02'16" East 227.94 feet to tile apparent Southerly right
of way line of Cleveland Street as it now exists; thence South
09 degrees 50 '01" East: 109. OJ feet to the Easterly line of the
vacated S.C.L.R.C. right of way; thence South 04 degrees 42'26"
West 220.86 feet (229.00 feet, Deed) to the Northerly right of
way of Park Street (Park Avenue - Plat) (A 60 foot right of way);
thence North 89 degrees 45'53" West, 60.10 feet to the Point of
Beginning.
SEE ATTACHED CONTINUATION SHEET. . .
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EXHIBIT liB"
Lots), 2, ), 12, 13 and 14 and railroad right-af-way lying westerly
of said Lots 1. and ]4, all in Block "6", MA~OLIA PARK SUBOIVISlOO,
as recorded in Plat Book 1, Page 70 and Plat Book ), Page 43, of the
Pub 1 ic Records of Pinellas County, Florida.
I..ES S AND EXCEP'I' 'Ill E F'OLI.!M It-(;:
'rogether with all those volumea of Air apAce aituate in the City
of Clearwater, PInellaa County, FlorIda, containing the third
And fourth floorB of a. pa,t~ing garage structure And the ramp leadlng
from the aecond floor to the third floor thereof, aa described
in Parcela I And II Aa followa:
P/\JlCRL I:
Commence at the Northeasterly corner of Lot J, lllock .. 6" MAGNOLIA
PAnK SUBDIVISION AS recorded in Pla~ nook 1, Page 10, Public necards
of Ilillsborouqh County, Florida of which Pinellaa County waa
former.ly a part, as a point;. of reference; thence North 09 degrees
45'5)" West, along the SOl,ltherly right of way of Park Street (Park
Avenue - Plat) (A 60 foot riqht of way) 210.94 feet; thence South
00 deCJr.ees 14'01" West, 15.00 feet to a paint 01\ the face of a
precast concrete wall, aaid paint being the pai.nt of beqinninqi
thence continue along the face of said wall South 09 degrees 45'53"
East, 109.21 feeti thence South 00 deC]reea 1~'01" West, 206.42
feet thence North U9 deqr.ees 45'5J" Weat, 94.30 "feet to paint
"1\" for convenience; thence North 09 degrees 45'5)" West, 94.03
feet. to the intersection of the face of said preCAst concrete
wall and the face of a masonry wall; thence North 00 degrees 14' 01"
East, 206.42 feet to the point of beginning.
'l'he lowest limits of said air space being the bottom of the support
beams for. the third floor of the parking garage at the lowest
level of said beams, having An elevat;.ion of 43.11 feet. The upper
limits of aaid air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
P1\fiCEL II:
r.()"llllnIH~n i\1: I:hn "filrodn'H~r' i llcul po lilt "^" I'" " pni ut of r'u fnrnnc:o:
UU.HH:t: UOl~Lh 00 de<jn.HHs 11\ '0'/" l~aut, lU4. 21 feet to the point
of beginning of a 63.00 foot strip being 31.50 feet on eacll side
of. the following descr.ibed line; thence South 00 degr.ees 14'01"
West 162.0 feet to the point of termination. '1'he lower limits
of sai.d air. apace beinC] an inclined plane alan'] the bottom of
the support beaJos for thf~ ramp leading from the aecond to third
f loor.o of the parkioCj qar.age. '1'he lower point of which ia the
point of beginning having an elevation of 35.71 feet; the upper
point of which ia the Southerly boundary thereof havio9 an elevation
of 43.11 feet. .
The upper limite of said air apace baing th~ lower limite of PArcel ,
No. I above described.
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PAGE TWO
LEGAL DESCRIPTION CONTINUED. . .
Together with all those volumes of air space situate in the City
of Clearwater, Pinellas County, Florida, containing the third
and fourth floors of a patking garage structure and the ramp leading
from the second floor to the third floor thereof, as described
in Parcels I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public Records
of Ilillsborough County, Florida of which Pinellas County was
formerly a part, as a point of reference; thence North 09 degrees
4,5' 5311 West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 210.94 feeti thence South
00 degrees 14'07" West, 15.00 feet to a point on the f.ace of a
precast concrete wall, said point being the point of beginning;
thence continue along tile face of said wall South 89 degrees 45'53"
East, 109.21 feeti thence South 00 degrees 14'07" West, 206.42
feet thence North 89 degrees 115'5)" West, 94.30 feet: to point
"1\" for convenience; thence North 89 degrees 45'53" West, 94.0)
feet to the intersection of the face of said precast: concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, Ilaving an elevation of 43.71 feet. The upper
limits of aaid air apace being an elevation of 64.21 feet elevations
referenced to National Geodetic vertical Datum of 1929, Mean Sea
Level - 0.00.
PARCEL II:
Commence at the aforedescribed point "1\" as a point of reference;
thence North 00 degrees 14'07" East, 104.21 feet to the point
of beginning of a 63.00 foot strip being 31.50 feet on each side
of the following described line; thence South 00 degrees 14'07"
West 162.0 feet to the point of termination. The lower limits
of said air space being an inclined plane along the bottom of
the support bealns for the ramp leading from the second to third
floors of the parking garage. The lower point of which is the
point of beginning having an elevation of 35.71 feet; the upper
point of which is the Southerly boundary thereof having an elevation
of 43.71 feet.
The upper limits of said air apace being the lower lilnits of Parcel
No. I above described.
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Exhibit. "c"
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OVDHBAD OONCRftB WALKWAY
Commanao at tha Horth.a.~ oornor Qt Lot 3 BloOk a, ot Gould
And Bwinqlg O.con4 A441tlon, a8 ~eoord8d in Plat Boo~ 1, Page
~2 ot the ~lio RftQorda ot Hl118borough County, Florida, or
Wh!Qh Pina11mu oounty wa. on08 h part1 thano& S89~4"53~B,
alonq the South ~19ht-of-way 11n. of Park 8tr..t, 18 tont to
the Point o:f Dttg1nnln'1; 'thano. SOO.14t07I1W, 18.3 teat more or
1098, to the face ot tho Park straat parkinw Gara981 theno.
8~~.4!'53"B, alonq tho t~oo or sa1d building, 15 teotl thanae
NOO.14'07-E, 75.3 feat .ore or leu., to a point ~n th. Horth
right-ot-way line of Park St~..tl thence run N89.45'53"W,
along .aid North right-or-way line, 15 taat; thenoe run
800.1~'07"W, 60 t..t to the ~oint or Baginnin9.
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P ARK ST.
"r4~.n.,
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NE oor lot 3, elk e
Oovld at Ewlnv'. StoOftd ^dd.
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Exhibi t "G!I . page 2
" .
THE ATRIUM
NOm Thl, I, Mt . ..wJl
OVERHEAD CONCRETE
WALKW/\ Y
PARK SlREe:T P AAKINO GARAGE
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Prepared by and Return to:
EMIL G. PRATESI, ESQUIRE
Richards, Gilkey, Fite,
Slaughter, Pratesi & Ward, P.k.
1253 Park street
Clearwater, Florida 34616
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~EHENT AGREEH~
This Agreement made this day of , 1993 by
and between CITY OF CLEARWATER, a Florida municipal corporation,
whose mailing address is P.O. Box 4748, Clearwater, Florida 34618-
4748, hereinafter referred to as City and COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER, whose mailing address is P.O. Box
4748, Clearwater, Florida 346l8-4748, hereinafter referred to as
eRA.
WIT N E SSE T H
WHEREAS City is the owner of that certain property described
in Exhibit "Au commonly known as the Police Station Property and,
WHEREAS the property described in Exhibit "A" contains various
roadways and driveways,
WHEREAS CRA is the owner of the property described in E~hibit
II Bit commonly known as the First 'rwo Floors of the Park Street
Garage and surrounding parking spaces and,
WHEREAS CRA has entered into that certain option to Purchase
the property described in Exhibit "B" with Atriunl At Clearw~ter
Limited ("Atrium"), for the property described in Exhibit liB" and,
WHEREAS the Parties wish to insure ingress and egress over,
along and across those driveways and roadways located on the
property described in Exhibit "B".
NOW THEREFORE, in consideration of $10.00 and other good and
valuable consideration the Parties agree as follows:
1. The recitals contained herein are true and
correct and made a part hereof.
2. If Atrium exercises its option to purchase and
acquires the property described in Exhibit "B"
and the city has not relocated the Police
Station from the property described in Exhibit
IIA", then in that event, City shall retain and
reserve for itself I its successors and
assigns, for a period of two (2) years
commencing after Atrium acquires the property
described in Exhibit "B", or until the
property described in Exhibit "AII is no longer
used as a police station by the City, an
easement to use those parking spaces located
on the property described in Exhibit "C"
including the right to maintain and repair.
3. In the event Atrium has e~ercised its option
to Purchase the property 'described in Exhibit
"B" and has acquired the same and City has
ceased to use the property described in
Exhibit "All as a police station, then in that
event, Atrium shall be entitled to utilize the
property described in Exhibit "C" without any
right to park on the same being retaineQ by
city or CRA. ':~
4. city hereby grants to eRA and its successors
and assigns a non-exclusive easement over,
along and across those roadways and driveways
located on the property described in Exhibit
"AU to provide ingress and egress to those
parking spaces located on the property
described in Exhibit "e". It is understood
and agreed that Atrium's rights under this
Paragraph 4 shall only arise after Atrium
acquir~s the property described in Exhibit "A"
as a' police station whichever shall first
occur.
5. Each owner of the respective properties
subject to this Agreement shall be responsible
for the maintenance of the respecti ve .
properties during the period that such party
owns the propert~.
6. This Agreement is binding on the parties
hereto, their successors and assigns and shall
run with the property described herein.
IN WITNESS WHEREOF the Parties have executed this Easement the
day and 'year first above written.
Signed, sealed and delivered
in the presence of:
CITY OF CLEARWATER, a
Florida municipal
corporation
Print name of witness
By:
RITA GARVE~,
Mayor-Commissioner
By:
MICHAEL J. WRIGHT,
City Manager
Print name of witness
By:
CYNTHIA E. GOUDEAU,
City Clerk
Approved as to form and
correctness:
M.A. Galbraith, Jr.,
City Attorney
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF
CLEARWATE:R
Print name of witness
By:
ARTHUR X. DEEGAN, II,
Chairperson
Print name of witness
By:
PETER F. GOZZA,
Executive Director
By:
JACQUELYN pE GRAY,
Secretary .
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREB~ CERTIFY that on this day personally appeared before
me an officer duly authorized to take acknowledgments, RITA GARVEY,
Mayor commissioner, MICHAEL J. WRIGHT, City Manager and CYNTHIA E.
GOUDEAU, city Clerk of CITY OF CLEARWATER, a Florida municipal
corporation who are personally known to me or who produced
as identification and they are
the-persons described in and who executed the foregoing Easement
Agreement and they acknowledged then and there before me that they
execute. the same as such off leers on behalf of said municipal
corporation fpr ~he purposes therein expressed; and that the said
Easement Agre~ment is the act and deed of said municipal,
. ,
corporatJ.on.
I
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JOINDEI
signed hereby joins 1n the
and consents to the same and
hereof applicable to the
FOR VALUE RECEIVED, the
execution of this Agreement and
agrees to be bound by the
undersigned.
IN WITNESS WHEREOF the undersi
this day of '
Signed, Sealed and
Delivered in the presence
of:
Print name of witness
Print name of witness
STATE OF FLORIDA
COUNTY OF PINELLAS
has executed this joinder
, 1993.
ATRIUM AT CLEARWATER LIMITED,
a Florida limited partnership
By: ATRIUM AT CLEARWATER
INCORPORATED, a
Florida corporation,
General Partner
By:
ARTHUR T. KRUMM,
President
I HEREBY CERTIFY that on this ay personally appeared before
me an officer duly authorized to take acknowledgments, ARTHUR T.
KRUMM, as President of ATRIUM AT CLE RWATER INCORPORATED, a Florida
corporation, General Partner of AT IUM AT CLEARWATER LIMITED, a
Florida limited partnership who is ersonally known to me or who
produced as
identification and he is the person described in and who executed
the foregoing Joinder and he acknowl dged then and there before me
that he executed the same as suc officer on behalf of said
corporation as general partner for t e purposes therein expressed;
and that the said Joinder is the ac and deed of said corporation
as general partner.
WITNESS my hand and official
, 1993.
~
, -
day of
Name:
Notary Public
Commiss ion No.:
My Commission Expires:
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
Commission No.:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this day personally appeared before
me an officer duly authorized to take acknowledgments, ARTHUR X.
DEEGAN, II, Chairperson, PETER F. GOZZA, Executive Director, and
JACQUELYN DE GRAY, Secretary of COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER who are personally known to me or who
produced . as
identification and they are the persons described in and who
executed the foregoing Easement Agreement and they acknowledged
then and there before me that they executed the same as such
officers on behalf of said agency for the purposes therein
expressed; and that the said Easement Agreement is the act and deed
of said agency.
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary PUblic
commission No.:
My Commission Expires:
..
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EXIII 0 I '1' "c"
f.nt's 1, 2, 3, 12, 13 and 1" and rai I road right-of-way lyinq westerly
of said I.nt's ) and 1.4', all in Olock "6", MAGIOLIA PAIU< SUODIVISIOO,
as recorded in Plat Book 1, Page 70 and Plat nook 3, Page 43, of the
Pub) ie Records of pinellas County, Florida.
IFBS /\NO EXCEP'I' 'n If; POLl DtJ II'C :
_ all thoDe volumes of Air:- apnca altuAte 1n the City
of Cl.uarwater, PlnellAo County, F'lor.1da, oontA.lnlncJ the third
and fourth floorQ of A p84:"k:inq qaraqe struat\lre And the rAmp leading
from the second floor to the thIrd floor thereof, Aa deacrlhed
in Parce!a I And II AD follows:
p1\neRI, I:
Commence at the NorthcAaterly corner of Lot 3, Illock 116" MAGNOLIA
PARK SUnOIVISION AS reoorded 1n Plat Dook 1, Page 10, Publio Recorda
of lIillt:JhorQuqh County, Florida of which Pioellaa County was
former.ly a part, AO l\ point of reference; thence North 09 degrees
4!i '!) 3" Weo t, along the 5 o\,\ the t"ly r ighl;. 0 r way of Pa rk Stree t (Park
^VClltlO - Plat) (1\ 60 foot right of way) 210.9~ .feet; thence South
00 de (J r. C 0 f) 1 4 ' O'J " Went, 1 5 . 0 Of e e t to a point b n the f Ii C e of a
pr.ecflHt concrete wall, Hald point belncJ the poi.nt of beqlnni.nq;
thenc:n continue aloo(J the face of said wall South 119 deqr.cea 45'53"
l~alJt, 1U9.21 faeti thnnce South 00 deC]reeo 14'01" Weot, 206.42
(e(~t thence North IlfJ ('eqr.een 4!)'!):'" Wellt, 94.:111 ':(~et: to po.l.nt:
"1\" for' c:onvnnlo"eoi t.hence North U9 deqr'eeu 115'53" Weat, 94..03
fUf!t to the l.nt6raec\~J.on of. the f.ace of. nnid pr.ecAst concrete
wall and the f nee (.) f II 11m a on r. y wa 11 i the nee No [" thO 0 de q r a e B 14' 07 ..
1':i\Bt, 206.42 feet to the point of be(jinn.ln<].
'I'h(! loweut limits of fJ6,i,d ail~ apace beill9 the bottom of the Bupport
healll!J for the third floor. of the parl<il\g gar.aqe at the lowest
level of said benllla, havi.nq an elevation 01: 013.11 faet. 'I'he upper
limi.tn of: oald alr apace belng an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datuln of 1929, Mean SeA
Level - 0.00.
P1\HCEL II:
~f)"""nlu~.~ I\t thn "rorfHln'H:r'ihnd ru)lnt '.A" '''''' poln"" of r'nfnl~On(:H;
thfJuc:u NfH'th 00 decJr.o('!lI 14 '0.,,, l~l1ot, 104.21 feet to the point
of beqinnin<J of i\ 63.00 foot atrip being 31.50 feet on eaah aide
of the followl'lCJ deacr.ibed line; thence South 00 degrees 14 '01"
West 162.0 feet to the point of terminatJ.on. '1'he lower limitu
of said air. space beinq an incllned plane along the bottom of
the HUPPOr.t beams for the ramp leadllH] from the second to thir.d
f 100rll of the parking qar.lHJe. 'rhe lowor point oJ: which 10 the
poi.nt of beginninq havin<j an elevation of 35.71 feet; the upper
point of which 10 the Southerly boundary thereof. having an elevation
of 4J.71 foet.
'l'he uppor limits of sold air apace being the lower limito of Parcel
No. I above deocribad.
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Exhibit "A"
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ClEARW^TER POLICE STATION PROPERlY
All of lots 4" throuoh II, inclusive, of Olock 6
Magno 1f ft fl ark Subd t v t 5 ton, accord i fig to the pla t thereo I
as recorded in Plat Book I, Page 70, of the pubHc
records of IItllsborough County, Florida, of which
P1nel1as County was formerly a part.
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AHKHDMENT TO ~I~TENANCE
AND
OPERATION AGRE~NT
This Amendment made this day of , 1993,
by and among the CITY OF CLEARWATER, a Florida municipal
corporation, (hereinafter referred to as "city"), COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA,
(hereinafter referred to as' "CRAil) and ATRIUM AT CLEARWATER
LIMITED, a Florida limited partnership, (hereinafter referred to as
"Atrium").
WIT N E SSE T H:
WHEREAS, city and Mack Clearwater Limited Partnership entered
into that certain Maintenance and Operation Agreement for the Park
Street Garage dated January 8, 1990, a copy of which is attached as
Exhibit "A", ("Agreement"); and
WHEREAS, Atrium has acquired the third and fourth floors of
the Park street Garage; and
WHEREAS, CRA contracted with the City to maintain and operate
the first two floors of the Park street Parking Garage; and
WHEREAS, Atrium is the successor to the Agreement as
originally executed by Mack Clearwater Limited Partnership; and
WHEREAS, the parties desire to modify, clarify and amend
certain provisions of the Agreement:
NOW, THEREFORE, in consideration of the mutual covenants and
conditions contained herein and other good and valuable
consideration the parties agree as follows:
1. City and eRA ratify and confirm the Agreement.
2. Atrium hereby assumes those obligations and rights of
Mack Clearwater Limited Partnership under the Agreement.
J. The parties agree that Atrium shall have the right to
secure access to the second floor walkway spanning Park street and
to limit access to ,over and across such walkway to parties
designated and approved by Atrium.
4. The parties acknowledge that eRA and Atrium have entered
into that certain Option to Purchase wherein Atrium has been
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granted the option to purchase the first two floors of the Park
street Garage pursuant to the option Agreement executed
simul taneously herewith. Upon the exercise of the option to
Purchase and the closing of the first two floors of the Park street
Garage the Agreement shall terminate.
5. Attached as Exhibit "B" is a list of those persons or
parties who have rights to park in the Garage pursuant to separate
understanding and agreement with the CRA or city which rights shall
survive the exercise of the Option to Purchase by Atrium, which
rights are canceled upon ___ days notice. city and eRA shall not
enter into any further agreements which are not cancelable on 30
days notice.
6. with respect to any total damage or destruction of the
property not caused by either the City, CRA or Atrium the cost to
rebuild shall be shared by the parties hereto in accordance with
the.sharing of expenses as set forth in the Agreement. In the
event the damage to the property occurs only on the third and
fourth floor and is not caused by any act or activity, omission or
condition from the first and second floor or the City or eRA, then
in that event, the cost to repair the Garage shall be borne solely
by Atrium. In the event the damage to the first and second floor
occurs not as a result of any act, activity, omission or condition
by Atrium, then in that event, the cost to repair the Garage shall
be borne solely by city. In the event the damage or destruction
arises or results from any act of any party hereto or from that
portion of the Garage owned by the party hereto the party
responsible for the damage or destruction or the party who owns the
property from which the damage or destruction originated shall be
responsible for any repair to the Garage resulting from such act or
omission.
7 . In the event it becomes necessary to enforce this
Agreement through legal proceedings, the prevailing party in any
such proceeding shall be entitled to recover all costs and expenses
including a reasonable attorney's fee.
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B. Except as modified herein the terms and provisions of the
Agreement shall remain unchanged.
9. This Agreement shall be binding on and inure to the
benefit of the parties hereto, their successors and assigns.
ATRIUM AT CLEARWATER LIMITED, a
Florida limited partnership
BY:
Atrium at
Incorporated,
corporation,
partner
Clearwater
a Florida
general
BY:
Walter T. Krumm
President
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER,
FLORIDA
BY:
Arthur X. Deegan, II
Chairperson
BY:
Peter Gozza
Executive Director
BY':
Jacquelyn DeGroy
Secretary
Countersigned:
CITY OF CLEARWATER, FLORIDA
BY':
Michael Wright
City Manager
Attest:
Rita Garvey
Mayor-commissioner
Approved at to form
and correctness:
M.A. Galbraith, Jr.
city Attorney
cynthia E. Goudeau
City Clerk
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MAIHTENAHCE AND OPERATION AGREEMENT
FOR THE
PARK STREET GARAGE
This Maintenance and Operation Agreement, dated as
19~ade and executed by the City of Clearwater,
Of~.~
a F lor; d a mu n i c ; pal
corporation hereinafter referred to as "Citt' and Mack Clearwater limited
Partnership, a limited partnership located in Hillsborough County, Florida,
who has become the successor ir. ~lIterest in said property formerly belonging to
J.K. Financ,ial Corporation, hereinafter referred to as "Mack-."
w r T N E SSE T H :
WHEREAS, the Clearwater Redevelopment Agency, hereinafter referred to as
"CRA" and Mack jointly own a parking facility in Clearwater, Florida; and
WHEREAS, eRA has contracted City to maintain and operate its floors of
the parking facilitYi and
WHEREAS, there is an economic and operational advantage for City to pr~vide
the same services to Mack; and
WHEREAS, Mack desires City to provide said services;
NOW, THEREFORE, in cons-; derat ~ er. of the, mutua 1 and dependent covenants or
the parties hereto and other good and valuable considerati~n as hereinafter set
forth, it is hereby agreed by and between City and Mack as follows:
Section 1: DEFINITIONS. All terms shall have the following meaning in
this Maintenance and Operation Agreement unless the text otherwise requires:
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(A)
"General Maintenance and Operation Costll shall mean these costs
incurred-from the personnel, services and material expended on the following:
1. Cashier Services
2. Utilities - Electric, water, sewer, garbage and telephone.
3. Maintenance:
Replacement of lamps or bulbs
Replacement or repair of electrical fixtures
Replacement of signs and striping of parking spaces
Repair of the general electrical system
Replacement or repair of garage access and revenue control equipment
Repair or- replacement of fire extinguishers or the fire standpipe system
Repair or replacement of the sanitary plumbing and fixtures
.
Sweeping and general maintenance of the facility
Maintenance and replacement of landscaping
4 ~ Other:
Uniforms
Supplies
Elevator Service
(8) "Administrative Cost" shall mean those costs associated with or
incurri~g from the following:
1. Management of the parking facility
2. Maintaining financial records
3. Maintaining a monthly list of parking patrons
(C) "Overse 11" sha 11 mean se 11 i ng more month 1 y park i ng permi ts than there
are spaces available.
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<"1",
(0) 'IParking Facility" shall be the real property described on Exhibit
"At II attached hereto, together with all improvements commonly known as the Park
Street Garage.
Section 2: MAINTENANCE AGREEMENT. City shall provide or arrange, for
all services and materials necessary to maintain ~nd operate the parking
facility. However, ~his section shall not be construed to include structural
or other major repairs on the portion of the facility owned by Mack.
Section 3: PARKING REVENUE. City agrees to collect all daily and hourly
parking fees. Those fees are currently set at $.50 per hour or any part of an
hour with the daily maximum fee of $2.50.
Certa ; n tenants of Mack's off ice bu i 1 ding have agreements wi th' Mack for
free customer parking. These tenants validate their customers tickets for their
entire stay and City bills Mack monthly as follows:
The first two (2) hours of park ing are b i11ed at the current merchant
validation stamp rate, $.10 per hour plus the applicable state sales tax, and
additional time is billed at the current hourly/daily rate. City shall have
the exc 1 us i ve right and author i ty to estab 1 ish the rate structure for the
merchant validation stamp program and the hourly/daily rates.
Mack owns 214 parking spaces on levels 3 and 4 of said parking facility,
and sha 11 be perm; tted to o'verse 11 its spaces. The 1 eve 1 of overse 11 may be
adjusted by City when observation of the use of spaces indicates Mack's parkers
are using more spaces than Mack owns and/or has contracted for from City.
Section 4: COMPUTATION OF MACK'S SHARE OF GENERAL MAINTENANCE AND
OPERATION COST: Mack agrees to pay to City fifty percent (50%) of the annual
.maintenance and operation cost of the said parking facility or all of the parking
~fees collected for Mack's parking, whichever ;s less.
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To pr .perly compute Mack1s share of the cost of operation and maintenance
of the parking facility, City and Mack agree the value of a'parking space shall
be computed as follows:
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a) for the first year of this agreement the value shall be Thirty Five
Dollars ($35.00) per month;
b)
in subsequent years the value shall be mutually established by City
and Mack.
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In the event Mack provides parking to its tenants at a discounted rate
the above rates shall apply for the purposes of establishing Mack's share of the
cost of operation and maintenance. As a result of discounted rates, Mack shall
pay to City the difference between the amount collected and the amount which
would have been received by City had the full value of the parking space been
charged.
In accordance with the terms of the Development Agreement between the City
of C 1 ea rwa ter, the C 1 earwa ter Redeve lopment Agency and J. K. F i nanc i a 1 Corp.
(Mackls predecessor in interest), Mack is entitled to forty-eight (48) parking
spaces in City1s portion of the parking garage. The said development agreement
contains a fifteen (15) year option for leasing these spaces for a period of one
(1) year at an annual rental rate equal to seventy-five percent (75%) of twelve
(12) times the monthly rental to be charged by Mack's predecessor in interest
for reserved' parking spaces in its portion of the parking facility.
Mack and City agree that the value of a parking space as described in
Section 4a and 4b shall be the basis for computation of the seventy-five percent
(75%) rate in the event that Mack provides these spaces to its tenants at a
discounted rate.
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Section 5: ADMINISTRATIVE COST. Mack shall be assessed ten percent (10%)
of its share of the general maintenance and operation cost for administrative
costs.
Section 6: MACK'S PAYMENT OF PROPORTIONATE SHARE OF COSTS. City wil1
provide monthly statements, including copies of all invoices, of all the
computations shown in Section 4 and Mack will remit its proportionate share
within thirty (30) days of receipt of statement.
Section 7: SECURITY GUARD SERVICE: City will provide security service
for the portion of the garage under its control and Mack will provide security
service for the portion under its control as deemed necessary, each at its own
expense.
Section 8: INSURANCE. City is a self-insured Florida municipal
corporation whose liability is limited as provided for' in Section 768.28. City
covenants and agrees to indemnify, derend and hold harmless Mack from and against
cl~;ms of injury to persons or property resulting from the negligence of City
or that of its agents or employees with respect to that portion of the parking
facility owned by eRA to the extent of the limits set forth in Section 768.28,
Florida Statutes, and Mack covenants and agrees to indemnify, defend and hold
harmless City and CRA from and against claims of injury to persons or property
resulting from the negligence of Mack or that or its agents or employees with
respect to that portion of the parking facility owned by Mack.
Section 9: TAXES. Mack covenants and agrees to pay directly
to the State of Florida all sales or use taxes required to be paid on the rentals
received by Mack for use of it~ parking spaces.
Mack further agrees to pay a 11 ad va lorem taxes and other as ses sments
against the portion of the parking facility which is owned by Mack.
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Section 10. OTHER COST AND EXPENSES. Mack shall be totally responsible
for the cost incurred for the maintenance, repair or replacement of the Parking
Facility not covered in the General Maintenance and Operation Cost on its portion
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of the garage.
Section 11. GENERAL.
(a) City agrees tha t Mack may aud it and/or
inspect any and all procedures used by City and/or its agents relative to
computation of the operating expenses of the garage, providing that such auditing
and inspection is done at such time and in such manner that no City employee is
delayed or hindered in the performance of his or her duties.
(b) This Agreement shall remain in full force and effect until cancelled
I
by the mutual written consent of the parties hereto or until cancelled by either
City or Mack at any time by giving written notice of such cancellation to the
other party at least ninety (90) days prior to the date.of cancellation specified
in such notice.
(c) Mack shall not assign this Agreement or any of its rights or
obligations here~nder without the express written consent of City and CRA which
consent shall not be unreasonably withheld.
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IN WITNESS WHEREOF the parties hereto have executed these presents as of
the day and year first above written.
7;;;ed:
Rita Garvey
Mayor-Commissioner
Ron H. Rabun
City Manager
CITY OF CLEARWATER, FLORIDA
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By:
Approved as to form
and correctne
Attest:
M. A.. Gal raith,
City Attorney
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Goudeau
o~_
Sign~q~and sealed and delivered
in the presence oJ it .
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MACK CLEARWAiER LIMITED PARTNERSHIP
BY: €//{eC~~~ ck
its Managing Partner
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EXHIBIT -Art
That certain piece, parcel or tract of land, situate, lying and being in the
County of Pin:ellas, State of Florida, more particularly bounded and described
as fa 11 ows :
,
All that volume of air space consisting of that portion
of Lots 1,2,3,12,13, and 14 in Block 6 of MAGNOLIA PARK,
according to the plat thereof recorded in Plat Book 1,
page 70, of the Public Records of Hillsborough County,
of which Pinellas County was formerly a part, together
with the former right-of-way of the Atlantic Coast Line
Rai lroad adjoining said Block on the West, lying between,
a plane at approximately elevation 47.5 and a plane at
approximately elevation 67.5 U.S. Coast & Geodetic
Survey datum, together with easements as required for
supporting structures and ingress and egress.
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This Agreement made this
day of
, 19_,
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PREPARED BY AND RETURN TO:
Emil G. pratesi, Esquire
Richards, Gilkey Law Firm
1253 Park street
Clearwater, Florida 34616
RIGHT OF FIRST REFUSAL
by and between CITY OF CLEARWATER, FLORIDA, (hereinafter referred
.
to as "City"), whose address is P. O. Box: 4748, Clearwater, Florida
34618 and ATRIUM AT CLEARWATER LIMITED, a Florida limited
partnership, (hereinafter referred to as "Buyer"), whose address is
1601 Forum Place, suite 805, West Palm Beach, Florida, 33401.
WHEREAS, City is the owner of that certain property described
in Exhibit "A"i and
WHEREAS, Buyer has or will have purchased the property
described in Exhibit "B" and city has agreed to grant Buyer a right
of first refusal to purchase the property described in Exhibit "A"
on the terms and conditions hereof; and
WHEREAS, Buyer has obtained an Option to Purchase the property
described in Exhibit "C" attached hereto pursuant to that certain
Option to Purchase dated of even date herewith by and between the
Buyer, as optionee and community Redevelopment Agency of the city
of Clearwater, Florida, as optioner; and
WHEREAS, the parties wish to formal ize their agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of $10.00 and other good and
valuable consideration the parties agree as follows:
1. The recitals contained herein are true and correct and
made a part hereof.
2. City hereby grants to Buyer the right to purchase the
property described in Exhibit "Au on the same terms and conditions
that city is willing to accept from a bona fide third party
purchaser.
3. Buyer understands and agrees that the Property described
in Exhibit "A" is subject to City's Charter requirements that
mandate that it be declared surplus and must be sold to the party
submitting the highest competitive bid at or above the appraised
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value as determined by an appraisal from one of t.he appraiser
listed on Exhibit "C".
4. In the event the property described in Exhibit nA" has
been declared surplus and City has advertized said property for
sale and has received a competitive third party bid at or above the
appraised value of the property, city shall furnish Buyer with a
copy of said bid and offa'r and Buyer shall have 10 days after
receipt of said offer to elect to match or exceed said bid and
offer and exercise this right of first refusal. In the event Buyer
so exercises this right of first refusal it shall serve written
notice on city and shall proceed on the same terms and conditions
as the third party bidder to close the purchase of the property
within 90 days of the notice. In the event Buyer. fails to close
after Buyer has notified city of its election to proceed under this
right of first refusal, then this right shall terminate. In the
event Buyer fails to exercise this option and City closes with the
third party bidder this right of first refusal shall terminate.
5. At such time as City ceases to use the property described
in Exhibit "A" as a police station or for any other public purpose
Buyer shall have the right to request that the City declare said
property surplus and that it be disposed of in accordance with the
terms of the City Charter in accordance with the price established
by an appraiser from the list attached as Exhibit "C".
6. Notwithstanding anything contained herein to the
contrary, Buyers rights hereunder shall cease and terminate upon
Buyer's sale of the property described in Exhibit "BU or upon the
sale, transfer or conveyance of the general partner's interest in
the Buyer to an entity which is other than Walter T. Krumm Ventures
Incorporated, Atrium at Clearwater Incorporated or its related
entity, whichever shall first occur.
7. In the event it becomes necessary to enforce this
Agreement by legal proceeding the prevailing party in any such
proceeding shall be entitled to recover all costs and expenses
including a reasonable attorney's fee.
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8. Buyer shall have no right to assign its rights hereunder
without the prior written consent of city except to the general
partner of Buyer or except to an entity wherein Buyer or Walter T.
Krumm is a principal which entity shall not be an entity which may
claim tax-exempt status for the property described in Exhibit "A".
9. The Buyer shall be obligated for all costs and expenses,
including the cost of any appraisals required by this Agreement,
documentary stamps, title insurance and recording costs.
10. city represents and warrants that it has full power and
authority to enter into this Agreement and consummate any
transaction arising herefrom.
11. In the event Buyer exercises the option to Purchase the
property described in Exhibit "C" and closes on said property, then
in that event, city shall grant to Buyer a non-exclusive easement
for ingress and egress over, along and across those road and drives
located on the property described in Exhibit "A" to provide access
to the property described in Exhibit "B" in the form attached as
Exhibit "D".
12 . This Agreement is binding on and shall insure to the
benefit of the parties hereto, their successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement
this
day of
, 19_
Countersigned:
CITY OF CLEARWATER, FLORIDA
BY:
Mlchael J. Wright
City Manager
Rita Garvey
Mayor-commissioner
Approved as to form and
Correctness:
Attest:
M.A. Galbraith, Jr.
City Attorney
Cynthia E. Goudeau
city Clerk
ATRIUM AT CLEARWATER LIMITED, a
Florida limited partnership
BY:
ATRIUM AT
INCORPORATED,
corporation,
Partner
CLEARWATER,
a Florida
General
BY:
President
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STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, MICHAEL J.
WRIGHT, RITA GARVEY and CYNTHIA E. GOUDEAU, as city Manager, Mayor-
Commissioner and City Clerk, respectively of City of Clearwater, a
municipal corporation organized under the laws of Florida, who are
personally known to me or who have produced
as identification, and they are the persons described in and who
executed the foregoing Right of First Refusal and they acknowledged
then and there before me that they executed the same as such office
on behalf of said City of Clearwater for the purposes therein
expressed; and that the said Right of First Refusal is the act and
deed of said City of Clearwater.
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
Commission No.
My Commission Expires:
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements,
, as President of Atrium at Clearwater,
Incorporated, as general partner of Atrium at Clearwater Limited,
a Florida limited partnership, who is personally known to me or who
has produced as identification, and
he is the person described in and who executed the foregoing Right
of First Refusal and he acknowledged then and there before me that
he executed the same as such office on behalf of said partnership
for the purposes therein expressed; and that the said Right of
First Refusal is the act and deed of said partnership.
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
Commission No.
My Commission Expires:
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Exhibit, "A"
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ClEARWA1ER POLICE STATION PROPERTY
All of Lots 4 through 11, inclusive, of Block 6,
Magnolia Park Subdivision, According to the plat thereof
as recorded in Plat Book 1, Page 70, of the public
records of Hillsborough County, F10r1da, of which
Pinellas County was formerly a part.
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EXHIBIT
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ExnInIT liB II
PARCEL III:
Lots 1, 2, 3 and 4, Dlock "lJ" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - 1IARBon, FLORIDA according to a map or
plat thereof recorded in Plat Dook 1, Page 52 of the Public Recorda
of lIillsborough County, Flori.da of which pinellas County was
formerly a part, less road right of way, togetller with that portion
of said Block "lJII which was formerly an alley, running East and
West through said Dlock "13", also vacated railroad right of way
descr.ibed as foll.ows: Begin at Southeast corner of said Lot 2,
Illock "13", run thence East, along the Northerly right of way
of Park Street, 60.10 feet thence Northerly along the Easterly
riqht of way line of said railroad right of way a1ao the West
lines of Lots 7 & 0, Dlock "20" of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 229.0 feet more or less to the Southerly right of
way line of Cleveland Streeti thence West, along the said right
of way line; 60.10 feet thence South along the Westerly right of way
line of said railroad right of way line also the Easterly line
of Lots 2 and J, Block "13", of said GOULb AND EWINGS 1ST AND
2ND ADDITION, 220.93 feet more or less to the Point of Beginning.
All being in Section 16, Townsllip 29 South, Range 15 East, Pinellaa
County, {i'lorida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD
AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly right
of way of Park Street (Park Avenue - Plat) (A 60 foot right of way),
North 09 degrees 45'53" West, 110.22 feet to the Southwest corner
of Lot 1, Dlock 13 of said GOULD AND EWINGS 1ST AND 2ND ADDITION;
thence along the Eastern right of way of South Garden Avenue North
00 degr.ees 02'16" East 227.94 feet to the apparent Southerly right
of way line of Cleveland Street as i.t now existsi thence South
0<) dnfJreeu 5()'Ol" gnnt \09.0] foet to tho li:ilutBrly 1 i.no 01: the
vacuLecJ ~.C.L.H.C. eight of waYi thence South 04 degrees 42'26"
West 220.06 feet (229.00 feet, Deed) to the Northerly right of
way of Park Street (Park Avenue - Plat) (A 60 foot right of way);
thence North 09 degrees 45'53" West, 60.10 feet to the Point of
Beginning.
SEE ATTACHED CONTINUATION SHEET. . .
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Exh.ibit liB" page 2
PAGE TWO
LEGAL DESCRIPTION CONTINUED. . .
'l'ogether with all those volumes of air space situate in the City
of Clearwater, Pinellas County, Florida, containing the third
and fourth floors of a p~rking garage structure and the ramp leading
from the second floor to the third floor thereof, as described
in Parcels I and II as follows:
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PARCEL I:
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Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public Records
of lIillsborough County, Florida of which Plnellas County was
formerly a part, as a point of reference; thence North 09 degrees
45'5311 West, along the Southerly rlght of way of Park Street (Park
1\venue - Plat) (1\ 60 foot right of way) 210.94 feet; thence South
00 degr.ees 14'0711 West, 15.00 feet to a point 01\ the face of a
precast concrete wall, said point being the point of beginning;
thence continue along the face of said wall South 89 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence North 09 degrees 45'53" West, 94.30 feet to point
"1\" for convenience; thence North 09 degrees 45'53" West, 94.03
feet to the intersection of the face of sald precast concrete
wall and the face of a masonr.y wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
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PARCEL II:
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Commence at the aforedescribed point 1t1\" as a point of reference;
thence North 00 degrees 14'07" East, 104.21 feet to the point
of beginning of a 63.00 foot strip being 31.50 feet on each side
of the following described line; thence South 00 degrees 14'07"
West 162.0 feet to the point of termi.nation. 'l'he lower limits
of said air. space being an inclined plane along the bottom of
the support beams for the ramp leading from the second to third
floors of the parking garage. The lower point of which is the
point of beginning having an elevation of 35.71 feet; the upper
point of wl,ich is the Southerly boundary thereof having an elevation
of 43.71 feet.
The upper limits of said air space being the lower limits of Parcel
No. I above described.
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IJJIH 1,2, ), 12, 13 and 14 and railroad riqht-of-way lying westerly
of ~wi<.l l..ot~ I arrl )4, all in Block "6", MAa-JOLIA PAHK SU(30IVISIOO,
ilB recorded in Plat nook 1, rage 70 and Plat (3(x)k 3, Page 43, of the
Publ ie necords of Pinellas County, Plor ida.
f..P.S!; /\NO EXCI~P'I' '111P. roLTillI fie:
...Ii'QIJ"'l',.....r ad "h All those vol\lI1laft of. All' spAce altullte 10 the City
Qf CleArwater, PlnallAfl County, li'lorida, contA.lnlnC) the third
t\nd fourth floor.Q of A p~k'in9 C)ArZHJ8 atructUJ:e And the rAmp ItHldJ.oCj
frona the tiecond floor. to the third floor. thereof, Aft defJcrlbed
in Parcala I And II AS foll(}wa:
Itl\flCfU. I:
COlI\mence at the Northeaster.ly corner. of Lot 3, niack "6" MAGNOLIA
PARK SunOIVISION AS recor.ded 1n Plat Dook 1, Page 10, Public Recorda
of lli.lluhorQugh County, (i'lor.ida of which PlnellA8 County WAD
tor.snerly a part, AfJ A polnt of reference; thence Nor.th 09 de(jreea
4!j'!)J" Went, along the So&.'thct."ly rlqhl;. of way of PAl'k Street (l)Ark
AVCll\lu - P 1.a t) (^ 60 foot: r.l'Jht of WAY) 210.94 feat j thence Sou th
00 df:HJY.'CfltJ 14' O.} '0 Want, 15. 00 feet to A point 01\ the f.Ace of a
pr.ecil~Jt concr.ete wall, oald point bel.\C) the polot of hcq.lllni.nlJj
t. , H~ n e H C 0 1\ tin H e a 1 0 n (1 the f it ceo r. f) a .l d wa 11 ti 0" t h U 9 de t) r. e e ft 11 5 ' 5 3 ..
Haut, lUIJ.21 foeti thnnce ~auth 00 deC)r:-ea6 11\'01" Weat, 206.~2
(ent thef\ee Nor.th Ill) de~Jr.aalt 4~)'5]1I WeuL, 911.:tfl ':eet to polut
.01\" for con v e n 1 en c e ; the n c e Nor thO ~ d a (J r: e e a Jl 5 ' 5 ) .. Wa at, 91\. 0 )
ff~.!t to the .i.nt(1raec:\:J.on af. the f.ac~ of. tltd,d prechat concr.ete
witll ilnd the face of 11 masonry wall; thance Noeth 00 deqr.eea 111'01"
1':i\tJt, 206.42 feet to the polnt 01: beq11\1\11\9.
'J'lH~ Jowcut 1imit8 of tJa.i.d a.ll~ apAce beln9 the bottom of the oupport
heams for. the third floor. of the parkll\CJ CJar.aCJ6 at the loweot
l~vel of flaid beama, havioC) An elevation oj: -\).11 feet. 'J'he upper
limita of aald ail:' apace being an elevllt.:iol\ of 6-1.21 feet elevatiooa
raferencecJ to National CeodetJc Vertioal Datum of 1929, Mean B8A
Lavel - 0.00.
PJ\fiCRL II:
(~/)mIl\H'H~H I\t tltn I' for(lIt.t",~,'i 1..,.1 rH)1 ul: "AU "" n p....i ut 01: n~fH'~Hl\l:U;
L1unlcH UO.'Lh 00 dtHJroutJ 11\'0',.. l~uut, lUI1.21 f~6t to the point
of beqinning of a 63.00 foot strip baloq J1.50 feet on eaoh aide
of the followinq deacr.llJed line; thence South 00 deqreea 14'01"
West 162.0 feet to the point of ter.minatIon. 'j'he lower limita
of Bald air. apace belut] an inclined plane alonC] the bottom of
the tHlppOr.t heams for. tha ramp leadlnl) from the aecond to thir.d
f l.ooru of the pnrklncJ (Jftr.AlJ8. 'rha lower poInt oj: which 1a the
point of beqlnnlnq havlru) An eleVAtion of 35.11 teat; the upper
point of which la tha Souther.ly boundAry thereof. havinC] An eleVAtion
of 4J.11 feat..
ll'he upper limits of sAld AIr apAce being thC:;\ lowar 11mlto of PArcel
No. I Above defJcrlbed.
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Prepared by and Return to:
EMIL G. PRATESI, ESQUIRE
Richards, Gilkey, Fite,
Slaughter, Pratesi & Ward, P.A.
1253 Park Street
Clearwater, Florida 34616
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EASEMENT AGREEMENT
This Agreement made this day of I 1993 by
and between CITY OF CLEARWATER, a Florida municipal corp ration,
whose mailing address is P.o. Box 4748, Clearwater, Florid 34618-
4748, hereinafter referred to as City and COMMUNITY REDEV LOPMENT
AGENCY OF THE CITY OF CLEARWATER, whose mailing address is .0. Box
4748, Clearwater, Florida 346l8-4748, hereinafter referre to as
CRA.
WIT N E SSE T H
WHEREAS city is the owner of that certain property d scribed
in Exhibit ItAII commonly known as the Police station Prope ty and,
WHEREAS the property descr ibed in Exhibit II A II conta ins var iOllS
roadways and driveways,
WHEREAS CRA is the owner of the property described in Exhibit
ItB" commonly known as the First Two Floors of the Park street
Garage and surrounding parking spaces and,
-WHEREAS CRA has entered into that certain Option to
the property descr ibed in Exhibi t "BII with Atr ium At Cl arwater
Limited ("Atrium"), for the property described in Exhibit '6" and,
NOW THEREFORE, in consideration of $10.00 and other
valuable consideration the Parties agree as follows:
WHEREAS the Parties wish to insure ingress and egre s over,
along and across those driveways and roadways located on the
property described in Exhibit IIB".
1. The reci ta 1s conta ined herein are true and
correct and made a part hereof.
2. If Atrium exercises its option to purchase and
acquires the property described in Exhibit IIB"
and the City has not relocated the Police
station from the property described in Exhibit
"A", then in that event, City shall retain and
reserve for itself, its successors and
assigns, for a period of two (2) years
commencing after Atrium acquires the property
described in Exhibit "B", or until the
property described in Exhibit "AII is no longer
used as a police station by the City, an
easement to use those parking spaces located
on the property described in Exhibit "C"
including the right to maintain and repair.
3. In the event Atrium has exercised its option
to Purchase the property 'described in Exhibit
"B" and has acquired the same and City has
ceased to use the property described in
Exhibit "A" as a police station, then in that
event, Atrium shall be entitled to. utilize the
property described in Exhibit "C" without any
right to park on the same being retained by
city or eRA. ,:
4. city hereby grants to eRA and its successors
and assigns a non-exclusive easement over,
along and across those roadways and driveways
located on the property described in Exhibit
"A" to provide ingress and egress to those
parking spaces located on the property
described in Exhibit "C". It is understood
and agreed that Atrium I s rights under this
Paragraph 4 shall only arise after Atrium
acquires the property described in Exhibit "A"
as a police station whichever shall first
occur.
5. Each owner of the respective properties
subject to this Agreement shall be responsible
for the maintenance of the respective
properties during the period that such party
owns the propert~.
6. This Agreement is binding on the parties
hereto, their successors and assigns and shall
run with the property described herein.
IN WITNESS WHEREOF the Parties have executed this Easement the
day and year first above written.
Signed, sealed and delivered
in the presence of:
CITY OF CLEARWATER, a
Florida municipal
corporation
Print name of witness
By:
RITA GARVEY,
Mayor-commissioner
By:
MICHAEL J. WRIGHT,
City Manager
Print name of witness
By:
CYNTHIA E. GOUDEAU,
City Clerk
Approved as to form and
correctness:
M.A. Galbraith, Jr.,
City Attorney
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF
CLEARWATER
Print name of witness
By:
ARTHUR X. DEEGAN, II,
Chairperson
Print name of witness
By:
PETER F. GOZZA,
Executive Director
By:
JACQUELYN DE GRAY,
Secretary
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this day personally appeared before
me an officer duly authorized to take acknowledgments, RITA GARVEY,
Mayor commissioner, MICHAEL J. WRIGHT, City Manager and CYNTHIA E.
GOUDEAU, city Clerk of CITY OF CLEARWATER, a Florida municipal
corporation who are personally known to me or who produced
as identification and they are
the persons described in and who executed the foregoing Easement
Agreement and they acknowledged then and there before me that they
executed the same as such officers on behalf of said municipal
corporation for the purposes therein expressed; and that the said
Easement Agreement is the act and deed of said municipal
corporation.
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WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
Commission No.:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this day personally appeared before
me an officer duly authorized to take acknowledgments, ARTHUR X.
DEEGAN, II, Chairperson, PETER F. GOZZA, Executive Director, and
JACQUELYN DE GRAY, Secretary of COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER who are personally known to me or who
produced as
identification and they are the persons described in and who
executed the foregoing Easement Agreement and they acknowledged
then and there before me that they executed the same as such
officers on behalf of said agency for the purposes therein
expressed; and that the said Easement Agreement is the act and deed
of said agency.
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
Commission No.:
My Commission Expires:
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JOINDER
FOR VALUE RECEIVED, the
execution of this Agreement and
agrees to be bound by the
undersigned.
undersigned hereby joins in the
agrees and consents to the same and
terms hereof applicable to the
IN WITNESS WHEREOF the undersigned has executed this joinder
this day of ' , 1993.
Signed, Sealed and
Delivered in the presence
of:
ATRIUM AT CLEARWATER LIMITED,
a Florida limited partnership
Print name of witness
By: ATRIUM AT CLEARWATER
INCORPORATED, a
Florida corporation,
General Partner
Print name of witness
By:
ARTHUR T. KRUMM,
President
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this day personally appeared before
me an officer duly authorized to take acknowledgments, ARTHUR T.
KRUMM, as President of ATRIUM AT CLEARWATER INCORPORATED, a Florida
corporation, General Partner of ATRIUM AT CLEARWATER LIMITED, a
Florida limited partnership who is personally known to me or who
produced as
identification and he is the person described in and who executed
the foregoing Joinder and he acknowledged then and there before me
that he executed the same as such officer on behalf of said
corporation as general partner for the purposes therein expressed;
and that the said Joinder is the act and deed of said corporation
as general partner.
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
Commiss ion No.:
My commission Expires:
OPTION TO PURCHASE
This Agreement made this
day of 19_, by and between
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER FLORIDA,
("CRA"), whose address is P. O. Box 4748, Clearwater, Florida
34618-4748, and ATRIUM AT CLEARWATER LIMITED, a Florida limited
partnership, ("Buyer"), whose address is 1601 Forum Place, suite
,
805, West Palm Beach, Florida 33401.
WIT N E SSE T H:
WHEREAS, eRA is the owner of the real property described in
Exhibit "A"; and
WHEREAS, Buyer has acquired or will acquire the property
described in Exhibit "B"; and
WHEREAS, Buyer wishes to secure an option to purchase the
property described in Exhibit "A" on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the promises, covenants,
and conditions hereinafter set forth the parties agree as follows:
1. The recitals contained herein are true and correct and
made a part hereof.
2. Simultaneously herewith Buyer shall pay to CRA the sum of
$50,000.00 as consideration for this option.
This sum shall be
non-refundable and in the event Buyer exercises this option and
closes this transaction in accordance with this Agreement the
option money paid pursuant hereto shall be credited against the
purchase price hereinafter set forth.
3. This option shall expire on November 30, 1995, at 12:00
P.M.
4. In the event Buyer intends to exercise this option, Buyer
shall serve written notice on CRA by certified mail return receipt
requested within the time set forth in paragraph 3 hereof. Within
90 days of the exercise of this option but in no event later than
February 28, 1996, Buyer shall close on the property described in
Exhibit "A" in accordance with the terms hereof.
5. The total purchase price for the property described in
Exhibit "A" will be the current appraised value of the property
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determined by an appraiser from the list attached as Exhibit "Cu.
The appraisal shall be dated no more than 6 months prior to the
closing and contain a value of a date no more than 6 months prior
to closing.
6. The appraiser appraising the property described in
Exhibit itA II shall use the following formula in determining the
value: the land under the footprint where the garage is located and
the improvements thereon shall be valued by the appraiser as
improved and in use as a parking garage. The Purchase Price shall
be determined by prorating the appraised value of the land and
improvement on the footprint based on the total number of spaces
being acquired by Buyer compared to the total number of spaces in
the garage. The parties acknowledge that the total number of
parking spaces in the garage is 407. Buyer presently owns or will
own at closing of the property described in Exhibit ItB" 211 spaces
within the garage. Buyer shall pay 48.16% of the appraised value
of the garage and land under the garage to the City as the purchase
price for the parking spaces owned by eRA within the garage and
land located on or under the footprint of the garage on the
property described in Exhibit IIA" to be acquired by Buyer.
The value of that portion of the property east and south of
the garage and improved by parking spaces and driveways or portions
thereof to the eastern and southern boundaries of the property
described in Exhibit ItAII shall be determined separately and added
to the value of the parking garage hereinbefore set forth to
determine the total purchase price under this option.
7 . If the Buyer exercises this option and acquires the
property described in Exhibit "All and the City of Clearwater has
not relocated its police station located at 644 Pearce street,
Clearwater, from its present location, then and in that event,
Buyer shall upon the closing of the property described in Exhibit
ItA" grant to the city of Clearwater an unencumbered easement for
access, maintenance and use of those parking spaces described in
Exhibit "Oil. Said easement shall be for a term of Two (2) years
from the closing of the purchase of the property described in
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Exhibit "A" or until the city of Clearwater relocates its police
station from its present location at 644 Pearce street, whichever
shall first occur.
8. In the event Buyer exercises this option CRA shall convey
title to Buyer by Special Warranty Deed, free and clear of all
liens and encumbrances except easements and restrictions of record
and taxes for the year of dlosing.
eRA shall furnish title insurance insuring title in the amount
of the purchase price. The cost of the title insurance, appraisal
fees, recording the deed and documentary stamps on the deed,
intangible tax, documentary stamps and recording of the note and
mortgage shall be paid by the Buyer.
9. In the event Buyer exercises this option, Buyer shall pay
20% of the purchase price at closing. Buyer shall be given credit
for the $50,000 option money paid pursuant hereto against the 20%
due.at closing. The balance of the purchase price shall be paid in
the form of a first purchase money note and mortgage to be executed
by the Buyer which closes on the garage and the property described
in Exhibit "B".
The note shall be amortized over 20 years and
shall balloon in 5 years.
Interest shall accrue at the federal
rate charged for mid-term debt as determined by the Internal
Revenue service for the month the closing occurs. Payments shall
be paid semi-annually commencing with the 7th month fOllowing
closing.
The form of the note and mortgage shall contain those terms
and provisions generally found in commercial real estate notes and
mortgages utilized by commercial lending institutions in Pinellas
County, Florida.
10. In the event Buyer does not exercise this option within
the time period set forth in Paragraph 3 hereof or in the event
Buyer exercises this option and fails to close on the terms and
conditions hereof all Buyers's rights hereunder shall cease and
terminate and shall be of no further force and effect.
11. All payments hereunder except the note and mortgage
payments shall be in cash, wire transfer or certified funds.
3
12. The property described in Exhibit "A" shall be purchased
in an "as is" condition. Buyer acknowledges that it has not relied
on any representation, express or implied from CRA in connection
with the property or the improvements thereon; provided however,
CRA does represent that it has the power and authority to enter
into this Agreement and consummate the transaction contemplated
hereby. CRA will not enter~into any additional parking agreements
which are not cancelable except on 30 days notice.
13. Upon the closing in the event Buyer exercises this
option, real estate taxes and assessments shall be prorated as of
the date of closing.
14. Upon the closing of this transaction CRA and the City of
Clearwater will quitclaim to Buyer all right, title and interest of
said city and CRA in and to the property described in Exhibits "A"
and "B".
Provided however, nothing contained in any quitclaim
shall terminate any covenant or restriction relative to the
property.
15. All notices shall be given by certified mail return
receipt requested directed to the parties at the addresses set
forth below:
As to CRA:
As to Buyer:
P.O. Box 4748
Clearwater, Florida 34618-4748
Attention: Walter J. Mackey, Jr., Esq.
1601 Forum Place, suite 805
West Palm Beach, Florida 33401
and
921 Chatham Lane, suite 110
Columbus, Ohio 43221
16. This Agreement is not assignable by the Buyer any
attempted assignment without the prior written consent of the CRA
shall be null and void; provided however, Buyer shall have the
right to assign this Agreement to entity wherein Buyer or Walter T.
Krumm is a principal provided such entity may not claim tax-exempt
status for the property being acquired.
17. This option and the obligations of the CRA are SUbject to
the requirements of Florida statute 163 which shall be complied
with prior to execution.
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Agreement this
day of
, 19_.
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18. This Agreement is binding on the parties, their
successors and assigns.
In witness whereof the parties have executed this option
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER,
FLORIDA
BY:
Arthur X. Deegan, II
Chairperson
BY:
Peter Gozza
Executive Director
BY:
Jacquelyn DeGroy
Secretary
ATRIUM AT CLEARWATER LIMITED,
a Florida limited partnership
BY: Atrium at Clearwater,
Incorporated, a Florida
corporation, General
Partner
BY:
Walter T. Krumm
President
JOINDER
For value received, the city of Clearwater hereby joins in the
execution of this Agreement and consents to the same.
Countersigned:
CITY OF CLEARWATER, FLORIDA
BY:
Mlchael J. Wright
city Manager
Attest:
Rita Garvey
Mayor-Commissioner
Approved as to form and
Correctness:
M.A. Galbraith, Jr.
City Attorney
Cynthia E. Goudeau
City Clerk
GTATE OF
COUNTY OF
; HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, ARTHUR X.
DEEGAN I II, PETER GOZZA and JACQUELYN DEGROY, as Chairperson,
Executive Director and Secretary, respectively, of Community
Redevelopment Agency of the City of Clearwater, Florida, who are
personally known to me or who have produced ,
as identification, and they are the persons described in and wh('J
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. I '. " . '. / " J, :, ',.. :... ' '.." '. f I : ~. '.~, \ '~', .' ..: '. . , , :. .:. j " . ... i . ~
.' .J
executed the foregoing Option to Purchase and they acknowledged
then and there before me that he executed the same as such office
on behalf of said community Redevelopment Agency of the city of
Clearwater for the purposes therein expressed; and that the said
option to Purchase is the act and deed of said community
Redevelopment Agency of the City of Clearwater.
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
Commission No.
My Commission Expires:
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements,
, as of Atrium at
Clearwater Incorporated, a Florida corporation, as general partner
of Atrium at Clearwater Limited, who is personally known to me or
who has produced as identification,
and he is the person described in and who executed the foregoing
option to Purchase, and he acknowledged then and there before me
that he executed the same as such general partner on behalf of said
partnership for the purposes therein express; and that said Option
to Purchase is the act and deed of said partnership.
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
commission No.
My Commission Expires:
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, MICHAEL J.
WRIGHT, RITA GARVEY and CYNTHIA E. GOUDEAU, as city Manager, Mayor-
Commissioner and City Clerk, respectively of city of Clearwater, a
municipal corporation organized under the laws of Florida, who are
personally known to me or who have produced
as identification, and they are the persons described in and who
executed the foregoing Option to Purchase and they acknowledged
then and there before me that they executed the same as such office
on behalf of said City of Clearwater for the purposes therein
expressed; and that the said option to Purchase is the act and deed
of said City of Clearwater.
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
Commission No.
My Commission Expires:
EGP:rm
\clear\atrium\opt.pur
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EXHIBIT "An
Lots ], 2, 3, 12, 13 and 14 and ra Broad ri ght-of-way lying westerly
of said Lots 1 and 14, all in Block "6", MAGJOLIA PARK SUBDIVISION,
as recorded in Plat Book 1, Page 70 and Plat Book 3, Page 43, of the
Public Records of Pine11as County, Florida.
LESS AND EXCEPT '{HE FOL11.JtlI I'C:
'J'~'J""thAr l.d t.\\ all those volumes of Air apace situate in the City
of Clearwater, Plnellas County, Florida, containing the third
and fourth floors of A p~rkin9 gArage structure and the ramp leading
from the second floor to the third floor thereof, AS desQribed
in Parcels I and II AS follows:
PARCP.I~ I:
COI~ence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, paqe 10, Public Records
of UillaborQugh County, Florida of which Pinellas County WAS
former.ly a part, as a point of reference; thence North 09 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot rIght of way) 210.94 feet; thence South
00 degr.ees 14'07" West, 15.00 feet to a point On the face of a
precast concrete wall, said point being the point of beginning;
thence contInue along the face of said wall South 09 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'01" West, 206.42
feet thence Noeth U9 degrees 45'5JII Went, 94.:10 feet to point
"AU for convenience; thence North 09 degrees 45'53" West, 94.03
fe~t to the intersect:.ion of the face of Baid precast concrete
wall and the face of a masonr.y wall; thence North 00 degrees 14'01"
East, 206.42 feet to the poInt of beCJinning.
'rhe lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.11 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
Pl\RCEI.. I I:
COlllmnn(~p. l\t: tho l,forndnnc:rihncl polnL "AU I\tJ 1\ pn.il\t of n~fur'oIH~ui
thtHICt' North 00 tleqr.aea 14 ,or,.. 1~a6t, 104.21 feet to the point
of beginning of a 63.00 foot strip being 31.50 feet on each side
of the following descr.ibed line; thence South 00 degrees 14'0711
Wes t 162.0 feet to the pain t of termination. 'llhe lower limits
of said air. space being an inclined plane along the bottom of
the support beams for the ramp leading from the second to third
floors of the parkIng gar.age. 'rhe lower point of which is the
point of beginning having an elevation of 35.71 feet; the upper
poInt of which is the Southerly boundary thereof having an elevation
of 43.11 feet.
The upper limits of said air space being the lower limite of Parcel
No. I above described.
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EXHIBIT uB"
PARCEL III:
Lots 1, 2, 3 and 4, Dlock "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER -,lIARDOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public Records
of llillsborough County, Florida of which Pinellas County was
formerly a part, less road right of way, together with that portion
of said Block 1'13" which was formerly an alley, running East and
West tllrough said Dlock "13", also vacated railroad right of way
described as follows: Oegin at Southeast corner of said Lot 2,
Dlock "13", run thence East, along the Northerly right of way
of Park Street, 60.10 feet thence Northerly along the Easterly
right of way line of said railroad right of way also the West
lines of Lots 7 & 0, Dlock .. 20" of said GOULD AND EWINGS IS'!' AND
2ND ADDITION, 229.0 feet more or less to the Southerly right of
way line of Cleveland Street; thence West, along the said right
of way line; 60.10 feet thence South along the Westerly right of way
line of said railroad right of way line also the Easterly line
of Lots 2 and 3, Block "13 ", of said GOULD AND EWINGS IS'P AND
2ND ADDITION, 220.93 feet more or less to the Point of Beginning.
All being in Section 16, 'rownship 29 South, nange 15 Eaat, Pinellas
CQunty, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD
AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly right
of way of Park Street (Park Avenue - Plat) (A 60 foot right of way),
North 09 degrees 45'53" West, 110.22 feet to the Southwest corner
of Lot 1, Block 13 of said GOULD AND EWINGS 1ST AND 2ND ADDI~ION;
thence along the Eastern ri~ht of way of South Garden Avenue North
00 degrees 02'161' East 227.94 feet to the apparent Southerly right
of way line of Cleveland Street as it now exists; thence South
o 9 de CJ r e e B 50 I 0 1 II Ba s t .1 0 9 . 0 J fee t tot h c r~a s t e r 1 y line 0 f t he
vacated S.C.L.n.C. right of way; thence South 04 degrees 42'26"
West 220.06 feet (229.00 feet, Deed) to the Northerly right of
way of Park Street (Park Avenue - Plat) (A 60 foot right of way);
thence North 09 degrees 45'53" West, 60.10 feet to the Point of
. .
BegJ.nn.1.ng.
SEE ATTACHED CONTINUATION SIIEET. . .
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Exhibit liB" continued
PAGE TWO
LEGAL DESCRIPTION CONTINUED. . .
Together with all those volumes of air space situate in the City
of Clearwater, Pinellas County, Florida, containing the third
and fourth floors of a parking garage structure and the ramp leading
from the second floor to the third floor thereof, as described
inParcela I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public Records
of Hillsborough County, Florida of which pinellas County was
formerly a part, as a point of reference; thence North 09 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Av'enue - Plat) (A 60 foot right of way) 210.94 feet; thence South
00 degr.ees VI '07" West, 15.00 feet to a polnt 01\ the face of a
precast concrete wall, said point being the point of beginning;
thence continue along the face of said wall South 89 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence North 09 degrees 45'53" Weat, 94.30 feet to polnt
"A" for convenience; thence North 09 degrees 45'53" West, 94.03
f~et to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the thlrd floor of the parking garage at the lowest
level of said beama, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
PARCEL II:
Commence at the aforedeBcr.ibed point "A" as a point of reference;
thence North 00 degrees 14'07" East, 104.21 feet to the point
of beginning of a 63.00 foot strip being 31.50 feet on each aide
of the following described line; thence South 00 dca]::-ues 14'07"
West 162.0 feet to the point of termination. '1'he lower limits
of said air space being an inclined plane along the bottom of
the support beams for the ramp leading from the second to third
floors of the parking garage. The lower poi.nt of which is the
point of beginning having an elevation of 35.71 feet; the upper
ppint of which is the Southerly boundary thereof having an elevation
of 43.71 feet.
The upper limits of said air space being the lower limits of Parcel
No. I above described.
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EXHIBIT "0"
wts 1, 2, 3, 12, 13 and 14 am Railroad right-of-way lying westerly
of said Lots 1 and 14, all in Block "6", MAGNOLIA PARK SUBDIVISlOO,
as recorded in Plat Book 1, Page 70 and Plat Book 3, Page 43, of the
Public Records of Pinel1as County, Florida.
LESS AND EXCEPT 'IHE FOLu::MI N::;:
It '
PAReRI, I:
Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat nook I, Page 10, Public Records
of Ilillsborough County, Florida of which Ploellas County was
formerly a part, as a point of reference1 thence North 09 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 210.94 feet; thence South
00 degr.ees 14'07" West, 15.00 feet to a poi.nt 01\ the f.ace of a
precast concrete wall", Baid point being the point of beginning;
thence continue along the face of said wall South 09 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence North 09 degr.eea 45'5:1" Weat, 94.30 feet to point
"1\" for convenience; thence North 09 degrees 45'5)" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14/07"
East, 206.42 feet to t;he point of beginnioo.
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C()IIUnn"(~f~ ill: thu l\fnrndoIH!ri))(~d pol.lll: "}V' I~II n po.iut of rHfol~(HH:t~;
Lhence NOI~th 00 deCjr.eeo 14 10'/" ~a6t., 104.21 feet to the point
of beginning of a 63.00 foot strip being 31.50 feet on eacl\ aide
of the following descr.ibed line; thence South 00 degrees 14'07"
West 162.0 feet to the point of termination. '1'he lower limits
of said air. apace beil\g an inclined plane along the bottom of
the support beams for the ramp leading from the second to third
f 100ro of the pax:-king garage. 'rhe lower point of which io the
point of beginning having an elevation of 35.71 feet; the upper
point of which is the Southerly boundary thereof having an elevation
of 43.71 feet.
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EXHIBIT "e"
APPRAISERS
Jerry Fiala, MAl
Appraisal Assoc. of Tampa Bay
1248 Rogers st., suite 1
Clearwater, Fl. 34G16
PHONE: 441-2800
Crockett & Associates
a910 N. Dale Mabry,
suite 10
Tampa, Florida 33614-1580
PHONE: 933-5033
James H. Millspaugh, MAl
James Millspaugh' & Associates
1221 Turner street
Clearwater, Fl. 34616
PHONE: 461-2648
FAX: 442-8922
NicholaG A. Clarizio, MAl, SRA
N. A. Clarizio & Associates, Inc.
1236 South Greenwood Avenue
Clearwater, Pl. 34616
PHONE: 443-0655
William II. Caldwell
Wrn II. Caldwell & Associates
1428-D Gulf-to-Bay Boulevard
Clearwater, Fl. 34615
PHONE: 441-1527
FAX: 447-0935
Corson Stroud , Herr, Inc.
P. o. Box 1600
St. Petersburg, Fl. 33731
PHONE: 822-1111
Warren Hunnicutt, Jr., CRt, MAX
Hunnicutt-Arnold, Inc.
Feather Sound'Corporate Center II
Two corporate Centor Dr., suite 600
Clearwater, Fl. 34622-5552
PHONE: 573-1137
FAX: 573-1327
R. W. Beck & Associates
800 N. Magnolia Av., 1300
Orlando, Fl. 32803
James P. Koelsch, MAt
Valuation services, Inc.
6414 1st Avenue South
St. Petersburq, Fl. 33710'
PHONE: 345-0731
Stephen J. Jamir, ,MAl
Jamir , Associates, Inc.
4302 Henderson Blvd.
Suite 100
Tampa, Fl. 33629
PHONE: 254-6446'
H. Linwood Gilbert, MAt
Gilbert &Associates, Inc.
P. O. Box 1551
St. Petersburg, Fl. 33731-1551
PHONE: 528-0339
James L. Parham, MAI,SREA
James. L. Parha~ Co.
270 1st Av. SO. Suite 201
st. Petersburg, Fl. 33701
PHONE: 895-7325 -4306
FAX: 822-7325
Michael D. Candler, MAl, SRA &
Mark G. sawyer, HAI, SRA
Candler-Sawyer' Associates, Inc.
1034 16th street North
st. Petersburg, Fl. 33105
PHONE: 894-5414
FAX: 822-5230
William V. Wood, MAl ,
Appraisal & Market Research
Analytic services, Inc.
500 N. Reo street" suite 300
P.. O. Box 24357
'faropa, Fl. 33623
PHONE: 287-5021
FAX: 784-6639
wp: appraise~ewb
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BLANKET CONVEYANCE, BILL
OF SALE AND ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS:
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THAT the CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation
("Grantor"), having an office at 112 South Osceola Avenue, Clearwater, Florida,
for and in consideration of the sum of Ten Dollars ($10.00) cash and other good
. and valuable consideration in hand paid by ATRIUM AT CLEARWATER, LIMITED, A
FLORIDA LIMITED PARTNERSHIP, having an office c/o Walter J. Mackey, Jr. I
Centurion Tower, 1601 Forum Place, Suite 805, West Palm Beach, Florida 33401
("Grantee"), the receipt and sufficiency of which are hereby acknowledged and
confessed, has GRANTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED and DELIVERED and
does by these presents GRANT, SELL, ASSIGN, TRANSFER, CONVEY and DELIVER unto
Grantee, all of Grantor's right, title and interest, to the extent assignable,
and without any representation or warranty whatsoever as to such assignability,
all of the other Conveyed Assets (as hereinafter defined), if any, located on,
affixed to, and used in connection with the real property located in Pinellas
County, Florida, and more particularly described on Exhibit "A" attached hereto
and incorporated herein by this reference or the improvements located thereon
(all such real property and the improvements located thereon, are collectively
called the IIProperty"):
1. If any, all machinery, furniture, furnishings, equipment, fittings,
fixtures, electronic business machines, computers, data processing machinery, and
all other office and other equipment and all other articles of personal property
or every kind and nature whatsoever affixed to, or attached to, or placed upon
ana used in any way in connection with the use, enjoyment, occupancy or operation
of the Property, including, but without limiting the generality of the foregoing,
if any, all heating, lighting, incinerating, landscaping, loading, unloading,
garage and power equipment and supplies, engines, pipes, pumps, tanks, motors,
conduits, switchboards, plumbing, lifting cleaning, fire prevention, fire
extinguishing, sprinkler systems, refrigerating, ventilating, and communications
apparatus, air cooling and air conditioning apparatus, elevators, escalators,
storm doors and windows, partitions, ducts and compressors, shades, blinds,
curtains, draperies, awnings and screen, rugs, carpets and other floor coverings,
hall and lobby equipment, vehicles, paintings, pictures, tapestries, wall
hangings, decoration, pottery and all other works of art, all vacuum cleaning
systems, all substitutions, attachments, components, parts, equipment and
accessories relating to all of the foregoing; provided, however, the foregoing
shall not include any personal property owned by or leased by th'ird parties to
any tenant occupying the Property, to the extent that the same does not become
the property of Grantor under the lease with any such tenant or under applicable
law (the "Personal Propertt') and, provided, further, that the enumeration of
specific categories or items of personal property in this Section 1 for purposes
of defining the term IIPersonal Property II shall in no way or manner be construed
as a representation or warranty, express or implied, that any of such categories
or items of personal property are in fact affixed or attached to or have been
~laced upon and used in any way in connection with the use, enjoyment, occupancy
or operation of the Property or that Grantor shall have any assignable interest
therein.
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2. All names, logos, trademarks, copyrights and designs used or created
in connection with the ownership or operation of the Property, if any,
including, without limitation, the name liThe Atrium at Clearwater Square",
together with the Qoodwill appurtenant to each of such names, logos and designs
(the "Trade Names");
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3. All warranties and guaranties relating to the Property or any portion
thereof or the Personal Property or any portion thereof, if any (the
"Warranties");
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4. All right, title and interest of Grantor, if any, as lessee under any
equipment leases relating to equipment or property located upon the Property and
used in connection therewith (the "Equipment Leases");
5. All materials and brochures, ledger cards, maintenance and operation
records, keys and telephone exchange numbers (the "Property Assets");
6. All P 13.ns and spec if i cat ions for the construct i on of the improvements
located on the Property including, without limitation, all fixtures and equipment
necessary for operat i on and occupancy of such improvements i nc 1 ud i ng such
amendments thereto, if any (the "Plans");
7. All oil, gas and mineral rights of Seller, if any, in and to the
Property (the "Mineral Rights");
8. If any, a 11 compensation, awards, damages, rights or causes of action
and proceeds arising from any taking by any lawful power or authority by exercise
of the right of condemnation or eminent domain with respect to any of the
Property (the "Condemnation Proceeds");
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9. All prepaid water and sewer charges, capacity and capacity
reservation fees, utility deposits, hook-up or connection fees, impact fees or
use charges, and all other governmental charges, fees, deposits and credits
respecting the Property for the period on and after the date hereof
(collectively, the "Governmental Credits");
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10. The rights of Seller under the Development Agreement dated as of July
14, 1983, and recorded in Official Records Book 5868, Page 1530, of the public
records of Pinellas County, Florida (the "Development Agreement"); and
11. To the extent not otherwise included, all "proceeds" of the foregoing
as defined in the UCC which, in any event, shall include, but not be limited to,
(i) any and all proceeds of insurance, indemnity, warranty or guaranty payable
to Grantor from time to time with respect to any of the Property, (ii) any and
all payments in any form whatsoever made or due and payable to Grantor from time
to time in connection with any requisition, confiscation, condemnation, seizure
or forfei ture of a 11 or any part of the Property by any governmenta 1 body,
authority, bureau or agency or any other person (whether or not acting under
color of governmental authority) and (iii) any and all other amounts from time
to time paid or payable under or in connection with the Property or any of the
other property or interests hereby conveyed, sold or assigned by Grantor to
Grantee (the "Proceeds").
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TO HAVE AND TO HOLD the Personal Property, Trade Names, Warranties,
Equipment Leases, Property Assets, Plans, Mineral Rights, Condemnation Proceeds,
Governmental Credits and Development Agreement (all of the foregoing being
hereinafter sometimes collectively referred to as the IIConveyed Assetsll) unto
Grantee and Grantee's successors, legal representatives and assigns, forever.
This conveyance is subject to no .t-fle. encumbrances set forth OR E:xhibit IIBII
attached hereto and incorporated herein by reference.
Grantor (for itself and on behalf of Grantor's legal representatives,
successors and assigns) hereby warrants, represents, covenants and agrees with
Grantee that Grantor has full right, power and authority to make this Blanket
Conveyance, Bill of Sa 1 e and Ass i gnment, and to consummate the transact ions
contemplated hereby, subject to the terms and conditions hereof.
A 11 of the covenants, terms and cond i t ions set forth here i n sha 11 be
binding upon and inure to the benefit of the parties hereto, their respective
successors, personal and legal representative, heirs, devisee and assigns.
This Blanket Conveyance, Bill of Sale and Assignment may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which together shall constitute on Agreement.
IN WITNESS WHEREOF, Grantor has executed this instrument this
day of November, 1993.
Co~ntersigned:
GRANTOR:
CITY OF CLEARWATER, FLORIDA
By:
~el J. Wright
City Manager
Attest:
Rita Garvey
Mayor-Commissioner
Cynthia E. Goudeau
City Clerk
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STATE OF FLORIDA )
COUNTY OF PINELLAS )
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Sworn to and subscribed before me this day of
RITA GARVEY, MAYOR-COMMISSIONER OF THE CITY OF CLEARWATER,
corporation, who is personally known to me
as identification.
Name:
Notary-pufilic
Commission No.
My Commission expires:
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to and subscribed before me this day of
MICHAEL J. WRIGHT, CITY MANAGER OF THE CITY OF CLEARWATER,
corporation, who is personally known to me
as identification.
Name:
Notary Public
Commission No.
My Commission expires:
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to and subscribed before me this day of
CYNTHIA E. GOUDEAU, CITY CLERK OF THE CITY OF CLEARWATER,
corporation, who is personally known to me
as identification.
Name:
Notary Public
Commission No.
My Commission expires:
Approved as to form and correctness:
M. A. Galbraith, Jr.
City Attorney
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, 1993,
a FloridalMUnicipal
or has produced
, 1993,
a Florida Municipal
or has produced
, 1993,
a Florida Municipal
or has produced
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE LAND
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PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public
Records of Hillsborough County, Florida of which Pinellas County
was formerly a part, less road right-of-way, together with that
portion of said Block "~3" which was formerly an alley, running
East and West through said Block "13", also vacated railroad
right-of-way described as follows: Begin at Southeast corner of
said Lot 2, Block n~3n, run thence East, along the Northerly
right-af-way of Park Street, 60.18 feet thence Northerly along
the Easterly right-of-way line of said railroad right-af-way also
the West lines of Lots 7 & 8, Block "20" of said GOULD AND EWINGS
1ST AND 2ND ADDITION, 229.0 feet more or less to the Southerly
right-of-way line of Cleveland street; thence West, along the
said right-of-way line; 60.18 feet thence along the Westerly
right-of-way line of said railroad right-of-way line also the
Easterly line of Lots 2 and 3, Block "13", of said GOULD AND
EWINGS 1ST AND 2ND ADDITION, 228.93 feet more or less to the
Point of Beginning. All being in section 16, Township 29 South,
Range 15 East, Pinellas County, Florida.
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ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said
GOULD AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly
right-of-way of Park Street (Park Avenue - Plat) (A 60 foot
right-af-way), North 89045'53" West, 110.22 feet to the Southwest
corner of Lot 1, Block ~3 of'sa~d GOULD AND EWINGS 1ST AND 2nd
ADDITION; thence along the Eastern right-of-way of South Garden
Avenue North 00002'16" East 227.94 feet to the apparent Southerly
right-of-way line of Cleveland Street as it now exists; thence
South 89050'01" East 189.03 feet to the Easterly line of the
vacated S.C.L.R.C. right-of-way; thence South 04042'26" West
228.86 feet (229.00 feet, Deed) to the Northerly right-af-way of
Park Street (Park Avenue - Plat) (A 60 foot right-of-way); thence
North 89045'53" West, 60.18 feet to the Point of. Beginning.
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LEGAL DESCRIPTION OF Am SPACE
All those volumes of air space situate in the City of Clearwater,
Pinellas County, Florida, containing the third and fourth f~oors
of a parking garage structure and the ramp leading from the
second floor to the third floor thereof, as described in Parcels
I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public
Records of Hillsborough County, Florida of which Pinellas County
was formerly a part, as a point of reference; thence North
89045'53" West, along the Southerly right-of-way of Park Street
(Park Avenue - Plat) (A 60 foot ri9ht-of-way) 218.94 feet; thence
South 00014'07" West, 15.00 feet to a point on the face of a
precast concrete wall, said point being the point of beginning;
thence continue along the face of said wall South 89045'53" East,
189.21 feet; thence south 00014'07" West, 206.42 feet; thence
North 89045'53" West, 94.38 feet to point "A" for convenience;
thence North 89045'53" West, 94.83 feet to the intersection of
the face of said precast concrete wall and the face of a masonry
wall; thence North 00014'07" East, 206.42 feet to the point of
beginning.
The lowest limits of said air space being the bottom of the
support beams for the third floor of the parking garage at the
lowest level of said beams, having an elevation of 43.71 feet.
The upper limits of said air space being an elevation of 64.21
feet elevations referenced to National Geodetic Vertical Datum of
1929, Mean Sea Level - 0.00.
PARCEL II:
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Commence at the aforedescribed point "A" as a point of reference;
thence North 00014'07" East, 184.21 feet to the point of
beginning of a 63.00 foot strip being 31.50 feet on each side of
the following described line; thence south 0001.4'0711 West 1.62.0
feet to the point of termination.
The lower limits of said air space being an inclined plane along
the bottom of the support beams for the ramp leading from the
second to third floors of the parking garage. Tbe lower po~nt of
which is the point of beginning having an elevation of 35.71.
feet; the upper point of which is the Southerly boundary thereof
having an elevation of 43.71 feet.
The upper limits of said air space being the lower limits of
Parcel No. I above described.
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ASSIGNMENT AND ASSUMPTION
OF LEASES, TENANCIES AND SECURITY DEPOSITS
The CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, having
an office at 112 South Osceola Avenue, Clearwater, Florida 34616 ("Assignor"),
in consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration paid by ATRIUM AT CLEARWATER, LIMITED, A FLORIDA LIMITED
PARTNERSHIP, having its principal office c/o Walter J. Mackey, Jr., Centurion
Tower, 1601 Forum Place, Suite 805, West Palm Beach, Florida 33401 ("Assignee")
does hereby assign, transfer and set over to Assignee, to the extent assignable,
all of Assignor's right, title and interest in and to all leases and tenancies
affecting the real property located in Pinellas County, Florida, more
particularly described on Exhibit "A" hereof, including, without limitation, the
leases and tenancies. set forth on Exhibit liB II attached hereto and incorporated
herein by reference (collectively, the IILeases"), together with all security
deposits and accrued interest thereon, if any, held by Assignor with respect to
such Leases, as described on Exhibit "C" hereof (collectively, the "Security
Deposits"), and also together with all rents, income and profits which may become
due and owing under the Leases for the period on and after the date hereof.
Assignor represents and warrants to Assignee that Assignor has full legal
right, power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby,
Ass i gnee, by its execut i on of th is Agreement, does hereby assume a 11
obligations and liabilities of the lessor under each of the Leases arising on and
after the date hereof including, without limitation, the obligation, if any, to
refund to tenants the Security Deposits and Assignee does hereby further assume
a 11 tenant improvement costs, 1 eas i ng commi s s ions and cash concess ions respect i ng
the Leases, both (i) arising prior to and on and after the date hereof, and (ii)
as otherwise set forth on Exhibit "0" hereof, but only to the extent that such
tenant improvement costs, leasing commissions and cash concessions are set forth
in the tenant's lease and/or in an estoppel letter delivered to Purchaser before
Closing.
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IN WITNESS WHEREOF, Assignor and Assignee have duly executed and delivered
this Assignment this day of November, 1993.
Countersigned:
ASSIGNOR:
CITY OF CLEARWATER, FLORIDA
By:
Rita Garvey
Mayor-Commissioner
Michael J. Wright
City Manager
Attest:
Witnesses:
Cynthia E. Goudeau, City Clerk
Approved as to form and correctness:
Print name
M. A. Galbraith, Jr. City Attorney
Print name
ASSIGNEE:
ATRIUM AT CLEARWATER, LIMITED,
A FLORIDA LIMITED PARTNERSHIP
BY: ATRIUM AT CLEARWATER, INCORPORATED,
A FLORIDA CORPORATION, GENERAL PARTNER
By:
Walter T. Krumm, President
Attest:
Secretary
2
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to and subscribed before me this day of , 1993,
RITA GARVEY, MAYOR-COMMISSIONER OF THE CITY OF CLEARWATER, a Florida Municipal
corporation, who is personally known to me or has produced
as identification.
Name:
Notary Public
Commission No.
My Commission expires:
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to and subscribed before me this day of
MICHAEL J. WRIGHT, CITY MANAGER OF THE CITY OF CLEARWATER,
corporation, who is personally known to me
as identification.
, 1993,
a Florida Municipal
or has produced
Name:
Notary Public
Commission No.
My Commission expires:
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to and subscribed before me this day of , 1993,
CYNTHIA E. GOUDEAU, CITY CLERK OF THE CITY OF CLEARWATER, a Florida Municipal
corporation, who is personally known to me or has produced
as identification.
Name:
Notary Public
Commission No.
My Commission expires:
STATE OF FLORIDA
3
COUNTY OF PINELLAS
Sworn to and subscribed
by WALTER T. KRUMM and
ATRIUM AT CLEARWATER,
corporation. They
l
before me this day of , 1993,
, President and Secretary of
INCORPORATED, A FLORIDA CORPORATION, on behalf of the
are personally known to me or have produced
as identification and did not take an oath.
Notary Public
My Commission Expires:
4
.. .1".' of)',. . . ' '. ". . ' . '.
EXHIBIT "A"
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public Records
of Hillsborough County, Florida of which pinellas County was
formerly a part, less road right of way, together with that portion
of said Block "13" which was formerly an alley, running East and
West through said Block "13", also vacated railroad right of way
described as follows: Begin at Southeast corner of said Lot 2,
Block "13", run thence East, along the Northerly right of way
of Park Street, 60.10 feet thence Northerly along the Easterly
rignt of way line of said railroad right of way also the West
lines of Lots 7 & 8, Block "20" of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 229.0 feet more or less to the Southerly right of
way line of Cleveland Street; thence West, along the said right
of way line; 60.18 feet thence South along the Westerly right of way
line of said railroad right of way line also the Easterly line
of Lots 2 and 3, Block "13", of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 220.93 feet more or less to the Point of Beginning.
All being in Section 16, Township 29 South, Range 15 East, Pinellas
County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD
AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly right
of way of Park Street (Park Avenue - Plat) (A 60 foot right of way),
North 89 degrees 45'53" West, 110.22 feet to the Southwest corner
of Lot 1, Block 13 of said GOULD AND EWINGS 1ST AND 2ND ADDITION;
thence along the Eastern right of way of South Garden Avenue North
00 degrees 02'16" East 227.94 feet to the apparent Southerly right
of way line of Cleveland Street as it now exists; thence South
89 degrees 50'01" East 189.03 feet to the Easterly line of the
vacated s.e.L.R.C. right of way; thence South 04 degrees 42'26"
West 228.86 feet (229.00 feet, Deed) to the Northerly right of
way of Park Street (Park Avenue - Plat) (A 60 foot right of way);
thence North 89 degrees 45'53" West, 60.18 feet to the Point of
Beginning.
SEE ATTACHED CONTINUATION SHEET. . .
. . ......,
. '. .... .
. '. . ~
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PAGE TWO
LEGAL DESCRIPTION CONTINUED. . .
Together with all those volumes of air space situate in the City
of Clearwater, Pinellas County, Florida, containing the third
and fourth floors of a parking garage structure and the ramp leading
fram the second floor to the third floor thereof, as described
in Parcels I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot J, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public Records
of Hillsborough County, Florida of which pinellas County was
formerly a part, as a point of reference; thence North 89 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 210.94 feet; thence South
00 degrees 14'07" West, 15.00 feet to a point on the face of a
precast concrete wall, said point being the point of beginning;
thence continue along the face of said wall South 89 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence North 09 degrees 45'53" West, 94.38 feet to point
"Au,for convenience; thence North 09 degrees 45'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
PARCEL II:
Commence at the aforedescribed point itA" as a point of reference;
thence North 00 degrees 14'07" East, 184.21 feet to the point
of beginning of a 63.00 foot strip being 31.50 feet on each side
of the following described line; thence South 00 degrees 14'07"
West' 162.0 feet to the point of termination. The lower limits
of said air space being an inclined plane along the bottom of
the support beams for the ramp leading from the second to third
floors of the parking garage. The lower point of which is the
point of beginning having an elevation of 35.71 feet; the upper
point of which is the Southerly boundary thereof having an elevation
of 43.71 feet.
The upper limits of said air space being the lower limits of Parcel
No. I above described.
~
t
,\lnUIlI III Cleanuller Scluare
T~l ",",Iu. 3/9J
TeNnl Sq,J:I. Floor Nel Rent EllpenlC 'folll f.tC ,on 0..0 l..e..c SccurilY
Name I Slop . Renl Annuli Ren' Exrinlion ~.rO.il
-..--.-
Uni~lohe Sun T'I~cl 919 $9,00 56,B9 $ 15,89 Fixed Step Riml OJ/I<4/96 52,.s40,21
(Triple Nel t.euc) $9,.s-l 56,89 Sl6,.1J 3/93 lhru 3/94
$10,11 $6,89 S 11,00 3/94 thru 3/95
$10.72 $6.89 $17,61 3/95 Ihru 3/96
Juli.n'. Cafe 971 514.11 56,68 A $20,79 Annuli Crl, 6$ CAI' 09/15196 S 1,600,00
I:int Nltinnll Blr 2001 $14,08 $0,00 0 514.08 Fixed Slep Renl 01131/95 S2,3J) ,34
$IS.0R $0,00 S I 05,08 8/93 Ihru 11905
Sun Oanl - Lc\hh)' 3251 $16..&5 54..s0 A $20.95 Annual CPI on Anni.... 08/3 1/96 $0.00
Olle. 6% Clp
Sun IUnl: . Drive 11u\.l 1166 $16.45 $2.50 A SIIl.95 Annuli CPI on Anni.... 08/31196 $0.00
Dale, 6% Clp
Sun B.nl 3931 2 $16.4.5 . $4.50 A $20.95 Annuli CPI on Anniv. 08/31193 $0,00
Olle, 6 ~ C.p
O. Kuru & Allne. 2500 2 $1..s I 55.92 A $13 A) Temp. Reol Reduclion 06/30/95 $0.00
Mi~to.E'gic:., Inc:. 1500 2 S1,61 56,89 C $ 14,50 No Increase. (or Tc:nn 10/31/92 $2,006,25
Currently on t.f.T.M Agreemenl
MPL Internllional, Inc:. 5S1 2 512,39 $0,00 C $12,39 No Inelcue (or Tefl" 10lJ 3/9) 5615.25
CAf1ercl 16092 3 $ I 5 ,90 4..5 A $20.40 Fixed 6% Step Annual. 01131/94 $0.00
l:an., s..ft, &. Benin, 500 4 $ 1).00 SO,OO B $13~&-IneretttlOHtlr T _1m 11),') 1!91 SMO:OO-
l"tenut'J Tech Tn"1 <452 c 13.75 0 D $13.75 No Increuc. (or Term 09/30/92 $921.10
.-
CurrenlJy on M.T-M Ac:-ccmenl
S 11.00 $6.00
S 1'2.50 $6.00 /9S lhru 6/96
$6.00 S 19 ..s0 7/96 thru 6198 . '2 )'r.
T.D, Service Financial 1633 6 $9.50 $6..s0 A $ 16,00 Annual CPI 09/30/94 S 1,543 .48
EXHIBIT B
B-1
" .". ~, ~.
""".
.S
~
'i
~ TunAl Sq,t:l, ':Ioor Nel RCIII EApe cue Tot.1 Eec.on Due Leaac .securilY
Nault I Slop . II.cot AlUlUal Rent Expir.tion Dcl"o.i1
Valc 1,",'0
Dun Willer Reynold. 11231 1 S 17,61 $-4,50 A 522.11 Filled R.te thN 8/96 08/31/96 $0,00
F(ll~'er "1,ilc et al 8977 8 S" J1 SS.8) A 517,40 Annual CP' I 112S/94 $0,00
Cal1cr-c1 112S 8 S 16,115 5 S ..50 A S22.3.S Fixed 6" SIC'" Menl An. 01/31194 $0.00
Midland MOltea,e 1541 9 S 10,SO S6,.s0 A 111.00 Fixed R.le . duu 5193 OS/J 1/96 $0.00
$II.SO 56,50 518.00 6193 thOI 5194
SI1JO S6,50 SI9,OO 6/9411'N 5/95
S13.50 56.50 120,00 6195 thN 5/96
Merrill Lynch 7S1S 9 $10,11 $6.89 A $17.00 Fixed RIIC . din! 8/95 02128/01 $0.00
S 15,11 $6.89 $12,00 9/95 IhN 2/01
$17,801,69 _Tolal SecurilY
Oe:I"Ulil. w/LL
. Notel:
A . T, ,")" nealalion ovcr baac oper. coall. prehilled monlhly wilh rent invoice:
II . T, chH:I nol pay Iny Ol'er. cOIta ur cICllalion.
C . T. pa)'. only bile opcr. COI", no ovenge.
Also, M.T.M Icue fur fille:clIIive Suit" on 41h Floor equlte to $2,120.00 monlhly
in revenue 10 building/landlord
B-2
..
Tenant Roster - Update 88 ot 10/93
Tenant sq. Ft. Net Rent Expense Total
Uame , . .. . stop Rent.
Carta Capital 3,132 $4.75 $6.50 $11.25 10/93-07/94
(08/93-10/96) $7.60 $6.50 $14.18 08/9'1-07/95
$8.J8 $6.50 $14.88 08/95-07/96
$9.13 $6.50 $15~6J 08/96-10/96
u.s. computer Sales - Bankrupt
B-3
,. "(\'!-
,
III
Exhibit. "e"
SECURITY DEPOSI~S
REC~IVED FROM
UNIGLOBE SUN
LOCATION
SUITE 120
AMOUNT RECEIVED
$2,540.27
JULIANS CAFE
SUITE 114
1,600.00
FIRST NAT. BAR
SUITE 105
2,333.34
MICRO-ERGICS
SUITE 200
2,006.25
MPL INTERNAT.
SUITE 295
615.25
INTER. TECH TRNS.
SUITE 550
921.10
"
u.S. COMPUTER
SUITE
5,598.00
T.D. SERVICE FIN.
SUITE 680
1,543.48
TOTAL SECURITY DEPOSITS HELD BY LANDLORD
$17,157.69
i.
EXHIBIT "0"
HQHE
"~to
...
ASSIGNMENT AND ASSUMPTION OF LICENSES AND CONTRACTS
The CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, having
an office at 112 South Osceola Avenue, Clearwater, Florida 34616 ("Assignor"),
in consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration paid by ATRIUM AT CLEARWATER, LIMITED, A FLORIDA LIMITED
PARTNERSHIP, having an office c/o Walter J. Mackey, Jr., Centurion Tower, 1601
Forum Place, Suite 805, West Palm Beach, Florida 33401, ("Assignee"), does hereby
assign, transfer and set over to Assignee, to the extent assignable, all of
Assignor's right, title and interest in and to all licenses, permits,
certificates, approvals, authorizations and variances (collectively, the
IlLicenses") issued for or with respect to, the construction, development,
management, maintenance and operations of all or any portion of the real property
located in Pinellas County, Florida, more particularly described on Exhibit "A"
annexed hereto and made a part hereof, together with all of Assignor's right,
title and interest, to the extent assignable, in and to the purchase orders,
equipment leases, advertising agreements, franchise agreements, license
agreements, management agreements and service contracts, if any, as are described
on Exh i bit II B II annexed hereto and made a part hereof (co 11 ect i ve ly, the
IlContracts ") . Prov i ded. however. that the Ass i qnor has termi nated the Exc lus i ve
Broker Aqreement with Faison Associates bv letter dated November 4. 1993. with
an effective date of December 5. 1993.
Assignor represents and warrants to assignee that Assignor has full legal
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.
Assignee, by its execution of this Agreement, does hereby assume all
obligations or liabilities of Assignor arising on and after the date hereof under
each of the Licenses and Contracts.
'"
IN WITNESS WHEREOF, Assignor and Assignee have duly executed and delivered
this Assignment this day of , 1993.
Countersigned:
Rita Garvey
Mayor-Commissioner
Witnesses:
Print name
Print name
ASSIGNOR:
CITY OF CLEARWATER, FLORIDA
By:
Michael J. Wright
City Manager
Attest:
Cynthia E. Goudeau, City Clerk
Approved as to form and correctness:
M. A. Galbraith, Jr. City Attorney
ASSIGNEE:
ATRIUM AT CLEARWATER, LIMITED,
A FLORIDA LIMITED PARTNERSHIP
BY: ATRIUM AT CLEARWATER, INCORPORATED,
A FLORIDA CORPORATION
By:
Walter T. Krumm, President
Attest:
Secretary
1
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to and subscribed before me this day of , 1993,
RITA GARVEY, MAYOR-COMMISSIONER OF THE CITY OF CLEARWATER, a Florida Municipal
corporation, who is personally known to me or has produced
as identification.
Name:
Notary Public
Commission No.
My Commission expires:
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to and subscribed before me this day of , 1993,
MICHAEL J. WRIGHT, CITY MANAGER OF THE CITY OF CLEARWATER, a Florida Municipal
corporation, who is personally known to me or has produced
as identification.
Name:
Notary Public
Commission No.
My Commission expires:
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to and subscribed before me this day of
CYNTHIA E. GOUDEAU, CITY CLERK OF THE CITY OF CLEARWATER,
corporation, who is personally known to me
as identification.
, 1993,
a Florida Municipal
or has produced
Name:
Notary Public
Commission No.
My Commission expires:
,
\
I
~
STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed
by WALTER T. KRUMM and
ATRIUM AT CLEARWATER,
corporation. They
~
before me this day of , 1993,
, President and Secretary of
INCORPORATED, A FLORIDA CORPORATION, on behalf of the
are- personally known to me or have produced
as identification and did not take an oath.
Notary Public
My Commission Expires:
EXHIBIT "A"
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public Records
of Hillsborough County, Florida of which pinellas County was
formerly a part, less road right of way, together with that portion
of said Block "13" which was formerly an alley, running East and
West through said Block "13", also vacated railroad right of way
described as follows: Begin at Southeast corner of said Lot 2,
Block "13", run thence East, along the Northerly right of way
of Park Street, 60.10 feet thence Northerly along the Easterly
right of way line of said railroad right of way also the West
lines of Lots 7 & 8, Block "20" of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 229.0 feet more or less to the Southerly right of
way line of Cleveland Street; thence West, along the said right
of way line; 60.18 feet thence South along the Westerly right of way
line of said railroad right of way line also the Easterly line
of Lots 2 and 3, Block "13", of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 220.93 feet more or less to the Point of Beginning.
All being in Section 16, Township 29 South, Range 15 East, pinellas
County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD
AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly right
of way of Park Street (Park Avenue - Plat) (A 60 foot right of way),
North 89 degrees 45'53" West, 110.22 feet to the Southwest corner
of Lot 1, Block 13 of said GOULD AND EWINGS 1ST AND 2ND ADDITION;
thence along the Eastern right of way of South Garden Avenue North
00 degrees 02'16" East 227.94 feet to the apparent Southerly right
of way line of Cleveland Street as it now exists; thence South
89 degrees 50'01" East 189.03 feet to the Easterly line of the
vacated s.e.L.R.C. right of way; thence South 04 degrees 42'26"
West 228.86 feet (229.00 feet, Deed) to the Northerly right of
way of Park Street (Park Avenue - Plat) (A 60 foot right of way);
thence North 89 degrees 45'53" West, 60.18 feet to the Point of
Beginning.
SEE ATTACHED CONTINUATION SHEET.' . .
PAGE TWO
LEGAL DESCRIPTION CONTINUED. . .
J
"
i
1
;
;
.
"
,
I
1
~
t
,
Together with all those volumes of air space situate in the City
of Clearwater, Pinellas County, Florida, containing the third
and fourth floors of a parking garage structure and the ramp leading
from the second floor to the third floor thereof, as described
in Parcels I and II as follows:
PARCEL I:
il
'Po
Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public Records
of Hillsborough County, Florida of which Pinellas County was
formerly a part, as a point of reference~ thence North 89 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 210.94 feet~ thence South
00 degrees 14'07" West, 15.00 feet to a point on the face of a
precast concrete wall, said point being the point of beginning;
thence continue along the face of said wall South 89 degrees 45'53"
East, 109.21 feet~ thence South 00 degrees 14'07" West, 206.42
feet thence North 09 degrees 45'53" West, 94.30 feet to point
"A~ for convenience; thence North 09 degrees 45'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall~ thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
lev~l of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic vertical Datum of 1929, Mean Sea
Level - 0.00.
PMCEL II:
Commence at the aforedescribed point "AU as a point of reference;
thence North 00 degrees 14'07" East, 184.21 feet to the point
of beginning of a 63.00 foot strip being 31.50 feet on each side
of the following described line; thence South 00 degrees 14'07"
West 162.0 feet to the point of termination. The lower limits
of said air space being an inclined plane along the bottom of
the support beams for the ramp leading from the second to third
floors of the parking garage. The lower point of which is the
point of beginning having an elevation of 35.71 feet; the upper
point of which is the Southerly boundary thereof having an elevation
of 43.71 feet.
The upper limits of said air space being the lower limita of Parcel
No. I above described.
.', . ' '. ~' . . . :, , " , . ,.. '",.... " . . . '. I '
4
AMT-l
~PNTRi\~TS DESCRIPTION EXPIRATIQN FREO
Bell Atlantic(TSI, Florida) Phone system( 4th floor) 417/95 830.0l/mo.
Charles Driggers Interior landscape 2/4/94 460.00/mo.
City of Clearwater Parking garage through term 50% all
of ownership maint. expo
on garage
Datamatic Copier rental 30 day notice 245.28/mo.
Delta Business Equip. Copier maintenance 30 day notice 37.43/mo.
plus overages
Dial Page Pager 30 day notice 21.07/mo.
Pact Protective Service Security monitoring 30 day notice 132.50/mo.
Faison Association Management fee 10/18/93 4% gross revenue
Faison Association Broker fee 10/18/93 4 % new tenants
2 % existing/renewal .;.
;
General Furniture Leasing Furniture rental 30 day notice 237.26/mo.
Miami Elevator Elevator maintenance 12126/95 1,488.96/mo.
News tat Janitorial service 30 day notice 6,980.83/010.
Pinellas Landscaping Exterior landscaping 30 day notice 250.00/rno.
Pitney Bowes Postage meter/scale 90 day notice 104.95/ qtrly .
RJ Chemical Water treatment
cooling tower 30 day notice 165.00/mo.
Rentokill Interior pest control 30 day notice 148.40/mo.
Securex Guard service 30 day notice 2.030.12/mo.
Security Engineering Fire alarm testing 30 day notice 1380.00/yrly.
Select Pest Control Exterior Pest Control 30 day notice 9O.00/qtrly.
Tampa Bay Trane HV AC equip. inspection 4/7/94 300.00/mo.
EXHIBIT B