ESCROW AGREEMENTP
ESCROW AGREEMENT
THIS AGREEMENT is made and entered into this i7r? day of
19_(?"? f by and between CITY OF CLEARWATER, a
Florida municipal corporation, ("City") and COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER, ("CRA") (the City and CRA are
hereinafter collectively referred to as "Seller") and ATRIUM AT
CLEARWATER LIMITED, a Florida limited partnership, (hereinafter
referred to as "Buyer") and RICHARDS, GILKEY, FITE, SLAUGHTER,
PRATESI & WARD, P.A. (hereinafter "Escrow Agent").
WHEREAS, Buyer is purchasing from Seller and Seller is selling
to Purchaser the property pursuant to that certain Sale and
Purchase Agreement and the Addendum thereto, (collectively
"Contract"); and
WHEREAS, the requirements of Florida Statute Section §163.380
require certain procedures prior to CRA disposing of any interest
in real property; and
WHEREAS, as of the date hereof, the requirements of Florida
Statute Section 163.380 have not been met; and
WHEREAS, the parties wish to provide a procedure whereby the
parties shall close thpt portion of the Contract as it relates to
the City.
NOW, THEREFORE, for $10.00 and other good and valuable
consideration, the parties hereto agree as follows:
1. The above recitals are incorporated herein as true and
correct and made a part hereof.
2. Buyer shall deposit with the Escrow Agent, those sums
owing from Buyer reflected on the Closing Statement attached as
Exhibit "A".
3. Escrow Agent shall deposit such funds with Barnett Bank
of Pinellas County in an interest bearing account in accordance
with the Agreement attached as Exhibit "B".
4. The parties shall execute those documents described in
Exhibit "C" (Closing Documents) with Escrow Agent and Escrow Agent
shall retain the funds and Closing Documents deposited with it
pursuant to the terms of this Agreement to be disbursed as follows:
a. At such time as the requirements of Florida Statute
§ 163.380 have been complied with so that CRA can convey to Buyer:
(1) the air space above the 4th floor of the Park Street parking
garage, (2) grant an option to purchase the property described in
Exhibit "D", (3) ingress and egress easement from the first 2
floors to the 3rd and 4th floor of the Park Street parking garage
is executed and delivered generally in the proposed form attached
as Exhibit "E" all on or before December 17, 1993.
b. In the event CRA is unable to comply with the
provisions of Paragraph 4(a) hereof on or before December 17, 1993,
then in that event, Buyer, at its sole option, shall have the right
to terminate the Contract and demand a return of those sums
deposited with Escrow Agent together with any interest thereon.
Upon written notice to Escrow Agent and Seller of Buyer's election
to terminate the Contract on or before December 20, 1993, at 5:00
P.M., Escrow Agent shall disburse the escrowed funds together with
any ainterest thereon to Buyer.
C. In the event CRA has complied with Paragraph 4(a) of
this Agreement Escrow Agent shall notify Buyer in writing of CRA's
1
compliance with the Contract and this Agreement and thereafter
shall disburse the escrowed funds together with any interest
thereon to City and record the Closing Documents and/or disburse
the same to the appropriate parties on or before December 17, 1993.
Notwithstanding anything contained herein to the contrary, Buyer
shall be entitled to send the Notices to Tenants upon the execution
hereof; provided however in the event the Contract is terminated as
provided herein, Buyer shall deliver similar notices to tenants in
favor of City within 3 days of termination.
5. Buyer shall take possession of the City property on
December 1, 1993, upon closing of the Contract and thereafter shall
be entitled to receive all rents, profits and issues therefrom and
be responsible for all operating expenses arising therefrom upon
the execution of this Agreement and the depositing of the escrowed
funds with Escrow Agent.
. 6. Until such time as CRA has complied with Paragraph 4(a)
hereof or Buyer has elected to waive any right to terminate as
granted herein, Buyer shall not enter into any new leases or renew
any existing leases without the written consent of City, which
consent shall not be unreasonably withheld.
7. All prorations on the closing statement shall be
effective as of December 1, 1993.
8. In the event Buyer elects to terminate the Contract due
to the failure of CRA to comply with Paragraph 4(a) hereof then in
addition to the return of the escrowed funds, Buyer shall return to
City within 3 days of termination thereof any rents, issues, and
profits received or derived from property after deducting from such
sums (i) the amount of any payment of or for normal and customary
operating expenses incurred or paid by Buyer in connection with the
property subject to the contract during the period Buyer was in
possession of the Property and (ii) bills incurred but not yet
paid.
9. In the event CRA has not complied with Paragraph 4(a)
hereof and Buyer has not elected to terminate the Contract as
provided herein then Escrow Agent shall disburse the escrowed funds
together with any interest to City and record and disburse the
Closing Documents to the appropriate parties on or before December
17, 1993.
10. The parties hereto agree that the status of the law firm
of Richards, Gilkey, Fite, Slaughter, Pratesi & Ward, P.A., as
Escrow Agent of this Agreement does not disqualify such law firm
from representing Seller in connection with the transaction
contemplated by the Contract and any duties that may arise between
and among the parties because of the Contract. Without limitation,
the law firm may represent Seller in connection with any dispute
that may arise with respect to the Contract. If any.such dispute
does arise, Escrow Agent may deliver the funds being held by it
into the registry of any court of competent jurisdiction,
interplead the conflicting claimants, and be relieved of any
further liability as Escrow Agent under this Agreement.
11. Buyer and Seller agree that Escrow Agent assumes no
responsibility under this Agreement, except for the receipt and
disbursement of the funds paid hereunder, and that Escrow Agent
shall have no responsibility of any nature except for the willful
misconduct or gross negligence in carrying out its duties. Buyer
and Seller, jointly and severally agree to indemnify and hold
Escrow Agent harmless from any and all claims, damages or
liabilities, including attorney fees, that may result from any act
or deed or omission to act by Escrow Agent in good faith in the
perfjormance of its duties hereunder.
12. The parties acknowledge that utility readings will be
2
made as of the date hereof and as of the date this escrow ends.
From the escrow monies held by Escrow Agent, Escrow Agent shall pay
any and all utility charges incurred during such period. Utilities
will be transferred at such time as Buyer shall have no further
right to terminate the Contract. If actual billings are not
available, the same shall be prorated between the parties when
available. Buyer shall deposit with Escrow Agent sufficient
additional sums to satisfy Buyer's obligations for such utility
charges.
13. In the event it becomes necessary for any party to
enforce this Agreement by legal proceedings, than all costs of such
proceedings; including reasonable attorney fees through appeal
shall be paid by the defaulting party.
14. All notices, or other communications which may be
required or desired to be given pursuant to, under or by virtue of
this Agreement must be in writing and sent by (a) first class U.S.
certified or registered mail, return receipt requested, with
postage prepaid, (b) telecopier (with receipt confirmed), (c)
reputable express mail or courier (next day delivery) or (d)
personal delivery (receipt acknowledged in writing, addressed as
follows:
If to Seller:
with copy to:
Michael Wright, City
City of Clearwater
P. O. Box 4748
Clearwater, Florida
M.A. Galbraith, Jr.,
City of Clearwater
P. O. Box 4748
Clearwater, Florida
Manager
34618
City Attorney
34618
AND
If to Buyer:
with copies to:
Walter T. Krumm
985 Bethel Road
Columbus, OH 43220
Walter J. Mackey, Jr.
921 Chatham Lane, Suite 110
Columbus, OH 43221 -
and
Walter J. Mackey, Jr.
1601 Forum Place, Suite 805
West Palm Beach,. Florida 33401
A notice or other communication sent in compliance with the
provisions of this paragraph shall be deemed given and received on
(i) the fourth business day following the date it is.deposited in
the U.S. mail, or (ii) the date it is received by the other party
if sent by express mail, telecopier, courier, or personal delivery.
15. 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.
16. 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.
17. 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
3
single or partial exercise of any right preclude other or further
right nor shall any single or partial exercise of any right
preclude other 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.
18. This Agreement may be
parts, each of which so executed
original, but all of which taken
and the same instrument.
executed in one or more counter
and delivered shall be deemed an
together shall constitute but one
19. The use of any gender shall include all other genders.
The singular shall include the plural and vice versa.
20. Use of the words "herein," "hereof," "hereunder" and any
other words of similar import refer to this Agreement as a whole
and no to any particular article, section or other paragraph of
this Agreement unless specifically noted otherwise in this
Agreement.
21. Whenever this Agreement calls for or contemplates a
period of time for the performance of any term provision or
condition of this Agreement, all of the days in such period of time
shall be calculated consecutively without regard to whether any of
the days falling in such period shall be a Saturday, Sunday or
other non-business day; provided, however, if the last day of any
such time period shall happen to fall on a Saturday, Sunday or
other non-business day, the last day shall be extended to the next
succeeding business day immediately thereafter occurring.
22. 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 HERETO AGAINST THE
OTHER OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IN RESPECT OF ANY
MATTER ARISING OUT OF OR IN CONNECTION WITH 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 INDUCED OR OTHERWISE VOID OR
VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO
ENTER INTO THIS AGREEMENT.
23. Each party hereto acknowledges that all parties hereto
have participated equally in the drafting of this Agreement and
that accordingly no court construing this Agreement shall construe
it more stringently against one party than the other.
24. Notwithstanding anything contained herein to the
contrary, Buyer shall have the absolute right to terminate the
contract and receive the return of all funds paid upon written
notice to the Escrow Agent on or before December 10, 1993, upon
such notice.
IN WITNESS WHEREOF, the parties hereto have executed this
Escrow Agreement as of the date and year first above written.
SELLER:
Sig
Rita Garvey
Mayor-Commissioner
4
CI.TY?JOF CLEARWATER,
BY:
Michael J. Wrig
City Manager
DA
Approved as to form and
correctne
M. A. Ga bra n Jr.
City Attorney
Name:
Name:
Name:
me : C? r
Name:
Name:
EGP:rm
\clear\atrium\escrow.agr
Attest:
?-L
Cyn hia E. Goudeau
Cit Clerk
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER,
FLORIDA
BY:
BY:
Arthur X. Deegan, II
Chairperson
Peter Gozza
Executive Director
BUYER
ATRIUM AT CLEARWATER LIMITED, a
Florida limited partnership
BY: Atrium at Clearwater
Incorporated, a Florida
corporation, General
Partner
BY:
Walter T. K mm
President
ESCROW AGENT
RICHARDS, GILKEY, FITE,
SLAUGHTER, PRATESI & WARD, P.A.
BY:
Name•_
Title..
5
Exh.i.b.i.t. A
SELLER(S) CLOSING STATEMENT
Prepared by
RICHARM GILKEY FITE SLAUGHTER PRATESI & WARD, PA
1253 Park Street
Clearwater, Florida 34616
PH: (913)-443-3281
SELLER(S): .............. THE CITY OF CLEARWATER.FLORIDA
PURCHASER(S):...... ATRIUM AT CLEARWATER, LIMITED
PROPERTY: ............. 601 CLEVELAND ST., CLEARWATER, FLORIDA 34615
FILE NO.# :............... SUNHANK SETTLEMENT DATE: 12/01/93 PRORATION DATE: 12/01/93
Sales Price: ...................................................
County Taxes:12/01 - 12/31: ......................
1993 R.E. TAXES: .........................................
OPTION FEE: ................................................
PERS PROP 12/1-12/31: ..............................
SERV. CONTR SEE SCHED. C: ...................
PREPAIDS SEE SCHED. D: ..........................
UPS BOX. RENTAL'
CHARGES, CREDITS' .::
6,450,000.00
12,975.23
140,368.18
50,000.00
4.28
324.33
1,464.47
........................................ 535.04
SECURITY DEP SEE SCHED 8: .................. 17,157.69
CASH DUE TO SELLERS: ............................ 6,356,707.40
------------ ----------
---------- TOTALS: ........................................................ 6.514,768.31 6,514,768.31
THE CITY OF CLEARWATER, FLORIDA
CITY MANAGER
BY: CYNTHIA E. GOUDEAU,
CITY CLERK
BY:
RITA GARVI:Y,
MAYOR-CUM MISSIONf7t
AS 970 FUN AND CORRRClN SS
BY:
M.A. CALBRAITl1, JR.,
CITY ATIUCNEY
Exhibit. A page 2
SCHEDULE "B"
SECURITY DEPOSITS
RECEIVED FROM LOCATION
UNIGLOBE SUN SUITE 120
JULIANS CAFE SUITE 114
FIRST NAT. BAR SUITE 105
MICRO-ERGICS SUITE 200
MPL INTERNAT. SUITE 295
INTER. TECH TRNS. SUITE 550
U.S. COMPUTER SUITE
T.D. SERVICE FIN. SUITE 680
TOTAL SECURITY DEPOSITS HELD BY LANDLORD
AMOUNT RECEIVED
$2,540.27
1,600.00
2,333.34
2,006.25
615.25
921.10
5,598.00
1,543.48
$17,157.69
f
CONTRACT NA
DELTA BUSINESS
EQUIPMENT
GENERAL
FURNITURE
LEASING
PITNEY BOWES
TAMPA BAY TRANS
TOTAL:
ri!ch.i.b i t A Page 3
AC HDULH 'IQ"
BERVIC` CONT ACTTO
DESCRIP. OF PAID SELLER
CONTRACT. PXMT AMR-T- THRU OM
COPIER 69.48 (MO) 11/18-
MAINT. 12/18 41.69
FURNITURE 230.56 (MO) 11/22-
RENTAL 12/21 166.99
POSTAGE 84.00 (QTR) 10/16-
METER/SCALE 01/15 42.93
F1VAC EQUIP 311.67 (MO) 11/08--
INSPECTION 12/07 72.72
329.33
.
ENTITY
BOMA
ALEXANDER &
ALEXANDER
BUREAU OF
ELEV. INSP
DOWNTOWN
CLWTR ASSOC
CLEARWATER
CLUB
TOTAL:
Exh.i.b.i.t. A page 4
SCHEDULE "D"
PREPAID ITEMS
AMNT PERIOD SELLER
PAID FROM To ESCRIP,w, OWES
100.00 1/1 --12/31/93 MEM. DUES 8.64
1854.00 0/10-08/18/94 WRKRS COMP
1.325.74
ELEVATOR
180.00 8/1/93-0/1/94 FEES
25.00 1/1 -12/31/93 DUES
95.00 1/1 -12/31/93 YLY
DUES
119.56
2.20
8.33
1,464.47
Exhibit. A page 5
BUYER(S)/BORROWER(S) CLOSING STAT:EME.NT
Prepared by
RICHARDS GILKEY FITE SLAUGHTER PRATESI & WARQ, PA
1253 Park Street
Clearwater, Florida 34616
PH: (813)-443-3281
SELLER(S): .............. THE CITY OF CLEARWATER,FLORIDA
PURCHASER(S):...... ATRIUM AT CLEARWATER' LIMITED
PROPERTY: ............. 601 CLEVELAND ST., CLEARWATER, FLORIDA 34615
FILE NO.# :............... SUNBANK SETTLEMENT DATE: 12/01/93 PRORATION DATE: 12/01/93
CHARGES CREDITS
Sates Price: ................................................... 6,450,000.00
Deposit: .......... 6 ...........
................................... 100,000.00
County Taxes:12/01 - 12/31: ...................... 12,975.23
Title Examination: ........................................ 200.00
Owner's Policy Amount: .............................. 21,425.00
RECORD DEED CRA :................................... 15.70
RECORD ADD/OPR/MAINT :......................... 127.50
RECORD EASEMENT: .................................. 33.70
RECORD OPTION AGRMNT :....................... 51.00
RECORD RIGHT/REFUSAL: ......................... 37.50
OPTION FEE: ................................................ 50,000.00
PERS PROP 12/1-12/31: .............................. 4.28
SERV. CONTR SEE SCHED. C: ................... 324.33
PREPAIDS SEE SCHED. D: .......................... 1,464.47
RECORD WALKWAY EASEMENT: ............... 47.20
RECORD POLICE STN EASEMT :................ 33.70
UPS BOX RENTAL: ....................................... 535.04
SECURITY DEP SEE SCHED B: .................. 17,157.69
Record Deed: ............................................... 33.00
Deed Documentary Stamps: ....................... 45,150.00
Additional Recording: .................................. 350.00
CASH DUE FROM PURCHASERS: .............. 6,464,579.88
TOTALS: ........................................................ 6,582,272.61 6,582,272.61
ATRIUM AT CLEARWATER LIMITED
a Florida limited partnership
BY: WALTER T. RRUMM,
PRESIDENT of
ATRIUM AT_aEMMATM It 00MRATEI) _ _--
a Florida corporation, General Partner
Exhibit. A page 6
RECEIVED_ FROM
UNIGLOBE SUN
JULIANS CAFE
FIRST NAT. BAR
MICRO-ERGICS
MPL INTERNAT.
INTER. TECH TRNS.
U.S. COMPUTER
T.D. SERVICE FIN.
SCHEDULE
SECURITY DEPOSITS
LOCATION
SUITE 120
SUITE 114
SUITE 105
SUITE 200
SUITE 295
SUITE 550
SUITE
SUITE 680
TOTAL SECURITY DEPOSITS HELD BY LANDLORD
AMOUNT RECEIVED
$2,540.27
1,600.00
2,333.34
2,006.25
615.25
921.10
5,598.00
1,543.48
$17,157.69
F,hib.it. A page 7
RCHEDULE
9ERyIC1.CONTR21CTO
UESCRIP. OF LAID SELLER
CO TRACT NAME: !90- M CT _ PYm`.I' AM"T miU O F I
DELTA BUSINESS COPIER 69.48 (MO) 11/10--
EQUIPMENT MAINT• 12/10 41.69
GENERAL FURNITURE 230.56 (MO) 11/22-
FURNITURE RENTAL 12/21 166.99
LEASINC
PITNEY BOWES POSTAGE 04.00 (QTR) 10/16-
METER/SCALE 01/15 42.93
TAMPA BAY TRANS I1VAC EQUIP 311.67 (MO) 11/08-
INSPECTION 12/07 72.72
TOTAL: 324.33
4
FA' ii.b.it A page 8
F?NTITY
BOMA
ALEXANDER 6
ALEXANDER
BUREAU OF
ELEV. INSP
DOWNTOWN
CLWTR ASSOC
CLEARWATER
CLUB
TOTAL:
9C1i?F IJLER ?!B,"
PUP-AID ITEMS
AMNT PERIOD SELLER
'AID OM TO DEf clzi l Qwm
100.00 1/1 --12/31/93 MEM. DUDS 0.64
1[ 54.00 0/].0-08/].0/94 WRI(RS COMP
1.325.74
ELEVATOR
100.40 0/1/93-0/1/94 FEES 119.56
25.00 1/1 --12/31/93 DUES
2.20
95.00 1/1 --12/31/93 YLY
DUES 0.33
1,464.47
4
THIS AGENCY AGREEMENT(this "Agreement') is made as of the -15 day
of t?o Y-f.M Pf-A, 199, between BARNETT BANK ("Barnett") and the undersigned
("Customer").
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 maintaning such accounts and effecting certain transactions
pursuant to Repo Plus.
ACCORDINGLY, in consideration of the foregoing and the premises
hereinafter set forth, the parties hereto agree as follows:
1. APPOINTME T AND DUTIES AS AGL-N 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;
(i i) 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 .
liquidate Customer's Investments pursuant to the Program; and
(iii) 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 such quotes or provdes instructions to Barnett.
2. LIMITATION OF AGENIS TIF .
(a) Agent Under No Obligation to Use Qyp"Funds. 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 liability on Barnett's part in the performance of its duties hereunder
unless sufficient funds have been deposited with Barnett hereunder to pay in
full all such amounts.
(b) i ' Limited Agreement. Barnett shall have no duties or
obligations other than those specifically set forth herein.
(c) Agent of Responsible forR_eprg5cntations. Barnett shall be
regarded as making no representations and having no responsibilities 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..
/-:- k 8
M Reliance UpQn . 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 to request that instructions be given in writing.
(e) Authorization to Act: Limitation of Liabi ity. In performing
duties under this Agreement, Barnett is authorized to rely upon any statement,
consent, agreement of other instrument not only as to its due execution, its
validity, and the effectiveness of its provisions, but also as to the truth 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 libility 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. TERMINATIQN OF NT' DUTIES. The duties of Barnett hereunder
shall continue until such time as Barnett shall have resigned or Customer shall
have notified Barnett in writing that such services are no longer required.
Barnett may resign on thirty (30) days' written notice to Customer.
4. FEES AND L-XPENSL-S OF JlJE AGENT- EIC. Customer shall reimburse
Barnett directly for all out-of-pocket 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. IL4DE-MNjf-ICATIQ . Customer hereby indemnifies and holds harmless
Barnett 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 Barnett may incur (or which may be
claimed against Barnett by any person or entity whatsoever, except as caused
by Barnett's gross negligence or willful misconduct) by reason of or in
connection with this Agreement, including, but not limited to, any
unauthorized instructions received from Customer. Nothwithstanding
anything contained herein to the contrary, the obligation of Customer to
indemnify and hold harmless Barnett shall survive the termination of this
Agreement.
6. LlMI1ATIQN OF LIABILITY. In the event of any claim against Barnett
arising out of Barnett's gross negligence or willful misconduct, Barnett shall
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 incidential or punitive damages.
7. MISCELLANEOUS
(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 rights or obligations
hereunder without the written consent of Barnett. The provision of this
Agreement may be modified or waived only by an Instrument in writing
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.
(d) This Agreement sets forth the entire agreement and
understanding among the parties hereto with respect to the 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 executed this Agreement
as of the date first above written.
BARNETT BANK
(Customer)
By:
Its:
By: , /Uu N.rya n ,..:ti1+tic?•--
Its: L?l 1'.?STM t ar i ??=?_rG G
NOTICE AND A SIGNATIQN QE AGENT
1. The undersigned ("Customer") hereby notifies Cantor Fitzgerald
Securities Corp. ("CF") that Customer has appointed and designated Barnett
Banks, Inc. ("Barnett") 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 Barnett in every respect with regard to purchases and sales
effected by Barnett for the Customer's 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 entity whatsoever, except as caused by CF'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 limited to, any unauthorized instructions
received from Barnett. Notwithstanding anything contained herein 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, consolidation or otherwise, and assigns.
4. This Notice, and the authorization and indemnity granted hereby,
shall continue in full force and effect, and CF, its successors and assigns shall
be entitled to rely thereon, until CF shall have received written notice,
executed by the Customer, of it revocation and such revocation or 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 notice of
revocation as provided in this paragraph.
(Customer)
By:
Its:
Barnett Bank
REPO FILMS RATE HISTORY
REPO PLUS REPO PLUS REPO PLUS REPO PLUS
Week of Government Gavt Guaranteed Govt Agencies Money Markets
3/ 1 /93 2.67% 2.68% 2.70% 2.70%
3/8/93 2.47% 2.49% 2.50% 2.52%
3/15/93 2.57% 2.58% 2.59% 2.60%
3/22/93 2.45% 2.46% _
2.47% 2.49%
3/29/93 2.70% 2.71% 172% 2.74%
4/5/93 2.55% ?- -?? 2.56% 2.58%
4/12/93 2.60% 2.63% 2.64% 2.65%
4/19/93 2.45% 2.16%v 2.47% 2.49%
4/26/93 2.60% 2.61% 2.63% 2.65%
_ 5/3/93 2.56% 2.57% 2.59% 2.6i%
5/10/93 2.48%v ? 2.49% 2.50% 2.51%
5/17193 2.60% 2.61% 2.65% 2.67%
5/24/93 2.57% 2.59% 2.61% 2.65%
6/2/93 2.61 % 2.62% 2.64% 2.65%
6/7/93 2.62% 2.63% 2.65% 2.67%
6/14/93 2.55% 2.57% 2.59% 2.60%
6/21/93 2.55% 2.57% 2.59% 2.60%
6/28/93 2.55% 2.57% _ 2.59% 2.600/,
7/5/93 2.55% 2.57% 2.59% 2.60%
7/12/93 2.55% 2.57 o 2.59% 2.60%
_
7%19/93 .2.56% 2.58 /, _
-2.60% 2.61 lo
°-
7/26/93
8%2/93 2.65% 2.66% 2.67% 2.69%
89193 _2.57%LLf-
8/16193 2.63% 2.64% 2.65% 2.69%
8/23/93 _
2.55% 2.56% 2.58% _ 2.60%
8/36/93 2.61 01o 2.62% _ 2.65% 2.67%
9%7%93 2.60% -? 2.61% 2.62% 2.65%
__9/13/93 2.60% - -1.61% '-" 2 2.65%
9%20/93 _
2.55% 2.56% f - - 2.57`To 2.5$%
9/27/993 2.620/o ___T6_4_ _ 2.6_5 %n - 2.66%
10/4/93 2.60% 2.62% 2.63_%
_ 2.64%
10/12/93 2.58% 2.60% 2.61% 2._63%
10/18/93 2.57% - 2.58% 2.60 2.62%
10/25/93 2.56% 2.57%n _ 2.59%
_ 2.61%
11/1/93 2.55% 2.56% 2.58% 2.60%
11/8/93 2.56% 2.58% 2.60% _2.62%
11A /93 2.59% 2.60% 2.62% 2.63%
Average 2.$4% 2.$6% 2.$$% 2.90%
-- Analysis: The yield on the REPO PLUS Government collateral group
averaged approximately Fed Funds minus 10 basis points while Money
Market equated to Fed Funds minus 4 basis points. The actual yield earned
- by the customer will be somewhat less than the REPO PLUS rate and is
-- determined by the amount invested as indicated in the Marketing Fact
Sheet. The difference represents, of course, the Fees earned by Barnett
from arranging the transaction.
-- I - -
EXHIBIT "C"
Closing Documents
DOCUMENT
Deed
Assignment of Leases
Assignment of Contracts
Bill of Sale
Assignment of Escrow Agreement
Notice to Tenant (Released pursuant to
Paragraph 4 hereof)
Agreement for Access, Control & Maintenance
Affidavit of No Liens
Option Money ($50,000.00) and Purchase Price
ORIGINAL DISBURSED TO:
Buyer
Buyer
Buyer
Buyer
Buyer
Buyer
Buyer
Buyer &
Title Company
City & CRA
EXIIIBIT "D"
Lots ), 2, 3, 12, 1.3 and 1.4 and railroad right.-of-way lying westerly
of said Lots I and 14, all in Block "6", MAGNOLIA PARK SUBDIVISION,
as recorded in Plat. Book 1; Page 70 and Plat (look 3, Page 43, of the
Public Records of Pinellas County, Florida.
LESS AND EXCEPT TIE rOLLOWING:
all those volumes of air apace situate i.n the City
of Clearwater, Pinellas County, PloridaI containing the third
And fourth floors of a pairk'i.ng garage Structure and the ramp leading
from the second floor to ehe third floor thereof, as described
in Parcels I and 11 as follows:
PARCEL I:
Commence at the NortheAst:er.ly corner of Lot 31 Block 116" MAGNOLIA
PARK sunmV1SIQN as recorded in Plat: hook 1, Page 70, public 11ecorda
of 11illaborqugh County, Florida of which Pinellas County was
formerly a part, as a point of reference; thence North 09 degrees
45153" West, Along the Somtherly right of way of Park Street (Park
Avenue - Plat) (A 60 foot- right Of way) 210.94 :feet; thence South
00 degreen 14'07" Went, 15.00 feet to A point 411 the face of a
precast concrete wall, said point being the point of beginning;
thence continue along the face of Said wall Smith 09 degrees 45'53"
Last, 109.21 feet; thence South 00 degrees 14107" West, 206.42
feet thence North (19 degr.oea 45'53" Went, 94.311 'feet to point
"A" for convenience; thence North 09 degrees 45153" West, 94.03
feet to the intersect:i.on of the face of Said precast: concrete
wall and the face of a masonry wall.; thence North 00 degrees 14107"
Bast, 206.42 feet- to the point of beginning.
The lowest limit's of said air apace beinc3 the bot:t'o111 of the support
beams for the third floor_ of the parking garage at the lowest
level of said beame, having an elevation o1° 43.71 feet. Tile upper
limits of said air apace being an elevation of 64.21 feel- elevations
referenced to National Geodetic Vert1QA1 Uatuln of 1929, McAn Sea
Level -- 0.00.
PARCEL 11:
Cnnunr?nrrre nl: I:I?r? r? fr?rrs?lr?r?rrr i I?r.?l ??ra I nl: "A" rill it
??rl.i ail. ref rr?fnrr?nr.r,;
1:114.11(_4: 11r?ct11 00 do(jrriuri 14'07" l;aut, 1114.21 feat to the pcj,i.nl.
Of beginning of a 63.00 ,foot strip being 31.50 feet- on eacl? aide
of the following described line; thence South 00 degrees 1410764
West 162.0 feet to the point of termination. The lower li.lnito
of said air space being an inclined plane along tale bottolu of
the support beams for the ramp leading from the second to third
floors of the parking garage. 'Pile lower point of which in 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 foot.
The upper limite of said air Space being the lower limlta of Parcel
No. I above described.
Exh.i.bi.t. "E"
PREPARED BY AND RETURN TO:
Emil G. Pratesi, Esquire
Richards, Gilkey Law Firm
1253 Park Street
Clearwater, Florida 34616
EASEMENT AGREEMENT
This Agreement made this day of , 1993, by and
between COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER,
(hereinafter referred to as "CRA"), whose address is
and ATRIUM AT CLEARWATER
LIMITED, a Florida limited partnership, (hereinafter referred to as
"Atrium$') , whose address is
W I T N E S S E T If:
WHEREAS, CRA is the owner of the fee simple title to that
certain property more particularly described in Exhibit "A"
attached hereto together with the air rights to the first and
second floors of the parking garage located thereon, commonly known
as the Park Street Garage; and
WHEREAS, Atrium has acquired the air space constituting the
third and fourth floors of the Park Street Garage more particularly
described in Exhibit "B" hereto; and
WHEREAS, the parties wish to provide a means of ingress and
egress to and from the third and fourth floors of the Park Street
Garage all as hereinafter set forth.
NOW, THEREFORE, in consideration of $10.00 and other good and
valuable consideration the receipt and sufficiency of which is
hereby acknowledged the parties agree as follows:
1. The foregoing recitals are true and correct and made a
part hereof.
2. CRA hereby grants to Atrium a non-exclusive easement in,
to, over and across those drives, roads, streets, entrances and
alleys located on or within the first two floors of the Park Street
Garage more particularly described in Exhibit "C" attached hereto.
3. . The easement granted herein to Atrium is appurtenant to
the property described in Exhibit "B" and shall inure to the
benefit of Atrium and all future owners of the property described
in Exhibit "B".
1
Fxhi.b.i t "E" page 2
IN WITNESS WHEREOF, this Agreement has been executed as of the
date stated above.
Witnesses:
ame:
Name:
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER,
FLORIDA
BY:
Arthur X. Deegan, II
Chairperson
BY:
Peter Gozza
Executive Director
Attest to:
Name:
Name:
STATE OF
COUNTY OF
BY:
Walter T. Krumm
President
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 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 who
executed the foregoing Easement Agreement 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
Easement Agreement is the act and deed of said Community
Redevelopment Agency of the City of Clearwater.
STATE OF
COUNTY OF
Jacquelyn DeGroy
Secretary
ATRIUM AT CLEARWATER LIMITED, a
Florida limited partnership
BY: Atrium at Clearwater
Incorporated, a Florida
corporation, General
Partner
day of
Name:
Notary Public
Commission No.
My Commission Expires:
.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,
WITNESS my hand and official seal this
, 1993.
2
Exhibit. "E" page 3
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 Agreement, 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 Agreement 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\easement.agr
3
lxh ib.i t "C" page 4
r:X111BIT "A"
JxAs 1, 2, 3, 12, 13 and 14 and railroad right-of-way lying westerly
of said 1,ots 1, and 1.4, all in Block "6", MAGNOLIA PARK SOBDIVISION,
as recorded in Plat hook l., Page 70 and Plat Book 3, Page 43, of the
Public Records of Pinellas County,,Plorida.
LESS AND EXCEPT TIE F'OUI)WING:
all those volmnea of air apace altuate in Lite City
of Clearwater, Pinellas County, Florida, containing Lite third
and fourth floors of a pal-king garage structure and the ramp leading
from the second floor to Lite third floor thereof, as described
in Parcels I and 11 as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3 Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat: hook 1 ,
, Page 70, Public Records
of IIill.sboxQugh County, Plor.i.da of which Pinellas County was
formerly a pant, as a point: of reference; thence North 09 degrees
45'53" West. along the Sokither.ly right o1.' way of Park Street- (Park
Avenue - Plat) (A 60 foot right cif way) 210.94 feet; thence South
00 (legreen 14'07" Wes1:, 1.5.00 feel to a point bit Lite face of a
precant concrete wall, said point being Lite point of beginning;
Lhence continue along Lite face of said wall. South 09 degrees 45153"
Last, 109.21 feet; thence South 00 degrees 14107" West, 206.42
feet Lhence North (19 degr.een 45153" WouL, 94.311 feel: to point
"A" for convenience; thence North 119 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; Lhence North 00 degrees 14107"
I.asL, 206.42 feet to the point of beginning.
The lowest limits of said air space being the botto?n of Lite support
beams for. Lite third floor of the parking garage at the lowest
level of said beanie, having an elevation of 43.71 Feet. The upper
limits of said air space being an elevation of 64.21 feet elevaLi,ons
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
PARC1.L II:
C"bnunirnci! rel. I.114e i lN,d 11'.11 oil- 0.A" sits it Isisi 1ki, 4t1'
1-114MC:0 I401Lh 00 dequitc:w 1410'/,, I;asL, 1114.21 f0at- Lo Lite point
of beginning of a 63.00 foot strip being 31.50 feet- on eacl? side
of Lhe following described line; thence soul:h 00 degrees 14'07"
West 162.0 feet to Lhe point of termination. The lower limits
of said a_i_r space Being an incl..i.ned plane along LIM bottom of
the atippor. t beams for the ralnp leading from the second to Lhird,
floorn of Lite parking garage. The .lower point of wlil.ch is Lite
point of beginning having an elevation of 35.71 feet; the upper
point of which is the SotlLherl.y boundary thereof having an elevation
of 43.71 feet.
The upper limits of said air space being tho lower limits of Parcel
No. I above described.
Exhibit. "E" page 5
C?ch.i b i t °t3°
all. thoso vol.tlmea of air space situate in Lite City
of Clearwater, Pinellas County, Plorida, containing Lite third
and fourth floors of a parking garage struct%tre and' the ramp lead.ing
from the second floor to the third floor thereof, as described
in Parcels I and 11 as follows:
PARCEL I:
Commence at the Northeasterly corner, of 1,ot 3, nlock "6" MAGNOLIA
PARK S1MDIVI`yIQN as recorded In Plat (look 1, Page 70, Public Recorda
of iii.ll.ebor_ough County, Florida of which Pinellas County wan
formerly a part, as a point of reference; thence North 09 degrees
45'53" West-, along the Sotitherl.y right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of, way) 21[1.94 feet; thence South
00 degrees 14'07" West, 15.00 feet to a point nn Lite face of a
precast concrete wall, said point being l_he point of beginning;
thence continue along the face of said wall, South 09 degrees 45153"
East, 109.21 feet; thence South 00 degr.een 14107" West, 206.42
feet thence North 119 degrees 45153" West, 94.30 feet to point
"A" for convenience; thence North l19 degrees 45153" West, 94.03
feet to the intersection of the face of said precast concrete
wall and Lite face of a masonry wall.; thence North 00 degrees 14'07"
East, 206.42 feet to Lite point of beginning.
The lowest limits of said air space being the bottom of the support
beams for Lite third floor of Lite 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:
1'"11111 Wiif1?. :?t. 1.1141 .?f??rmll-1?4-ri1W41 I?„illl. "A" nit it lid?i.nC, i,t r??1'u?:'un?'??;
Lht-h' Wo NurLit 00 dequeeu 14'0'/" I;auL-, 104.21. feet to Lite point
of becl.i_nning of a 67.00 foot- strip being 71.50 feet on each side
of the following described line; thence Sot.ltl? 00 degrees 14107"
West 162.0 feet- to Lite point of Lerm.i.naLl.on. The lower limits
of said air space l.,3e_i_nc3 e?n inclined plane along Lite bottom of
the stlppor. L- teams for Lite ramp leading from Lhe second to third
floors of the parking garage. The lower point of which Is L-he
point of beginning having an elevation of 35.71 feet; the upper
point of which is the Southerly boundary thersof having an elevation
of 43.71 feet.
The upper limits of said air space being tho lower, 11mit:s of Parcel
No. I above described.
Exhibit "E" page
Exhibit "C"
LEGAL DRSCR1f}TION OR INGA1I811-EGRB98 MORMENT
"".TO Tilt THIRD LRVEL Of THE PARKING CW(39
A portibd of Lotb 1, 7. I.'?12, 1)I add 14 and rallrAed right-dt»Way
lylnq'Mebtrrly at sold' Lots 'I *Ad '14, all In block "6" MAGNOLIA
PART( BUBDIVIdl011, as rodordod In iP)st B k 1. Psqn 10, public
Renords of 11L11sborough County, Florida, or-whlth Plhallas County
.was lotairly a part, and Plat book ], page 43 of the Public AsOorde
cf Plne11a11'County. Florida being Nora pertloularly described as
tollawbl•
Cassano$ at the Northam& arly coiner of paid Lot a, as a point of
Reference? thence N.00'4t'136116, along the doutherly right-of-way
or 'Park Street (Park Avenue - Plat) (a so toot right of way),
109.11 feet to the Point of 8eglnningl thence 11.60'14'07"E., 40.30
feet) thence N.a9'45'S3.06 feet to point -B", far
convenlancal thence continue N.10'47'53014., 27.00 feet) thence
N.00'14.07"E., 40.10 feat to a point On. the aforesaid Southerly
right-of-way of Park Stfeetl thence S49'45192"1., along said
right-ot-way, 30.00 feet to. the Point of beginning.
TJQ*TNER WITH an Ingrown-Egress ewf4pant for the coup loading from
the first floor to the second floor being described as followat
Beginning at the atoredssarlbed point "B" es a Point of Retarence)
thence 8.00'14'07"N 151.12 feet to point "C" for convenlencel
thinae N.19'4S'S)•B., 24.00 fast) th6noo N.00'14'07"s., I57.12 test
to a point an the Southerly line otithe above described essesantl
thence 8.19'4405102., along said Southerly line, 24.00 feet to the
Point of Beginning. 1
The lower liMlts of said easement being on inclined plane along the
bottom of the support beams for thr'sald rasp) the upper limits of
sold easement being on Inclined place along the bottom of the
support heem¦ for the romp leading-tros the second door to the
third floor.
TOGRTHER WITH and ingrses-egrsob easement for the driveway through
the second floor being described ¦sifollowrl
COUmence at the eforrdeecrlbad paint "C• as a Point of Ra(orencel
thence ,,00'14'070N., 12.00 fart to the Point of 11e11hning,a1 the
24.00 toot stripp being 19.00 feet and continuous on each side for
the following deecrlhod crnterllhrl thence K.10'4S'S)"N „ 76.00
fasts thence N.00'14'07"6., 111.12 fertl thence 8.00'451S)"t.,
121.00 fertt thence 8.00'14107"N., 161.12 'feet) thence
M.09'45053"N., 52,00 toot to the Point of Brglnnlnf.
The lower liMlts of sold oaseMent being the battoV?af the support
bases for the sabond floor of the perking garage and the upper
limits belnq the bottom of the support brews for thoithlyd floor of
the parking garage.