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CLEARWATER MARINE AQUARIUM INCReturn to: City of Clearwater Engineering Dept. PO Box 4748 Clearwater, FL 33757 PARKING EASEMENT THIS PARKING EASEMENT (this "Parking Easement") is made and entered into on May Ly, 2011, between CITY OF CLEARWATER, a municipal corporation ("City") and CLEARWATER MARINE AQUARIUM, INC., a Florida not for profit corporation ("CMA"), whose address is 249 Windward Passage, Clearwater, FL 33767. WHEREAS, City conveyed to Clearwater Marine Science Center, Inc., now known as CMA, that certain parcel of land described in the Deed of Conveyance ("Deed") dated September 12, 1986, and recorded in Official Record Book 6319, Page 798, in the Public Records of Pinellas County, Florida (the "Records"), and further described in Exhibit A attached hereto and incorporated herein ("Property"); WHEREAS, pursuant to the Deed, the City reserved a portion of the Property for a non-exclusive easement for sidewalk, drainage, utilities and access and for the parking of not more than twenty-two (22) motor vehicles ("Easement Area"); WHEREAS, upon request of CMA, City partially vacated the Easement Area on May _, 2011, pursuant to City Ordinance 8259-11, which vacation was approved to facilitate implementation of the site plan submitted in connection with City Flexible Development case number FLD2011-02006 approved on May _, 2011 ("Site Plan"), a copy of which is attached hereto and incorporated herein as Exhibit "B"; and WHEREAS, the vacation was conditional upon the recording of this easement after the issuance of a Development Order in case FLD2011-02006 which includes the replacement of those parking spaces impacted by the partial vacation of the Easement Area; and WHEREAS, CMA agrees to provide a total of twenty-four parking spaces on the Property for the exclusive use and benefit of the users of the adjacent, city-owned boat slips ("Marina Parking Users"). NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the parties hereto agree as follows: 1. Recitals. The recitals above are true and correct and hereto incorporated in this Parking Easement. 2. Parkinq Reservation. CMA grants an easement to the City for a total of twenty-four parking spaces on the Property, as depicted on the Site Plan and identified thereon as "Reserved for Municipal Slip Usage" ("Marina Spaces"). 3. Use. CMA agrees that all Marina Spaces shall be (i) identified as Marina Spaces, (ii) available for 24-hour access by the Marina Spaces users, and (iii) free to Marina Spaces users. 4. Site Plan Modification. In the event the City approves an amendment to the Site Plan pursuant to the City's Land Development Code ("Code"), which results in a relocation of Marina Spaces, this Parking Easement may be amended upon CMA's application to the City Council to incorporate a revised site plan ("Revised Site Plan") into this Parking Easement. 5. Effective Date. This Parking Easement shall be effective on the date of the recording of this Parking Easement in the Public Records. This Parking Easement shall not be recorded without the subordination of the existing mortgage to this Parking Easement as evidenced by the consent and joinder attached hereto and the approval of FLD2011-02006. #558911 0 - CMA/parking easement 6. Binding Effect. The benefits and burdens of this Parking Easement shall run with the Property and shall bind the owners thereof, and their respective heirs, successors in title, legal representatives and assigns. 7. General Provisions. Except as specifically modified herein, the Deed and all of the reservations, restrictions, and terms and provisions therein shall remain in full force and effect. This Parking Easement may not be modified in any respect whatsoever or rescinded, in whole or in part, except as identified herein, without the written consent of the parties and recorded in the Public Records of Pinellas County, Florida. 8. Entire Agreement and Modifications. This Parking Easement constitutes the entire understanding and agreement between the parties and shall not be changed, altered or modified, except by an instrument in writing signed by the party against whom enforcement of such change would be sought. In the event any terms or provision of this Parking Easement would be determined by competent judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or shall be construed as being in full force and effect. 9. Governing Law. The law of the State of Florida shall govern the validity, enforcement and interpretation of this contract and the parties agree that venue for any action arising hereunder or with respect to the rights granted hereunder shall lie in Pinellas County, Florida. 10. Severability. A determination that any provision of this Parking Easement is unenforceable or invalid shall not affect the enforceability or validity of any other provision, and any determination that the application of any provision of this Parking Easement to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances IN WITNESS WHEREOF, the parties hereto have executed and affixed their official seals to this agreement on the day and year first above written. Witnesses: Printed Name: *i-?Lz' CLEARWATER MARINE AQUARIUM, INC. By: Prank Da He Its: Executive Vice President Printed Name: i `e??'ne • Co le, By: ?. . William B. Horne II, City Manager Attest: Rosemarie Call, City Clere ° 50 4?`?F ?74 .C , CITY OF CLEARWATER, FLORIDA Countersigned: Frank Camilo A. Soto Assistant City Attorney VA F, 2 STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this 5"- day of M , 2011, by Frank Dame as Executive Vice President of CLEARWATER MARINE AQUARIUM, INC., Florida non- pr fit corporation, o behalf of the corporation. He is personally known to me or has produced r?a, of n ver s f jC.GflS6s identification. f . N Wry P is Print Name: J NE E. 5EARS _= Commission # DD 907040 STATE OF FLORIDA ?= Expires September 2, 2013 COUNTY OF PINELLAS .. „? j Bonded ThnTroyFain lnsMmeo800385-7019 The foregoing instrument was acknowledged before me this loaday of 2011, by WILLIAM B. HORNE, II, as City Manager of the City of Clearwater, Florida, who is v? per onally known to me or who produced as identification. 01% 1 A III ry Pub I Y p'••.? AnneMarie TT S-COMMISSIOW ..:. Print Name: W ? I ` ••; ?aaA?`•+ WWW.AAF+r)YN' •`'?ir p''• AmeMBTie We ;ODMMISSION#DD8411,07 ?a'`=EXPIRES: NOV. 24,2012 `? ? WWW,AWNNOTARY=m CONSENT & JOINDER The undersigned Mortgagee, owner and holder of an equitable interest in the real property described herein by virtue of that certain Mortgage and other instruments of security dated December 1, 2010 as recorded in O. R. Book 17129, Page 1391 of the public records of Pinellas County, Florida does hereby join with Grantor and consents, subject to the terms of this Consent & Joinder, to the grant of easements as conveyed in the herein described Parking Easement as same shall encumber a part of the Property more specifically described in Exhibit "A" attached hereto and made part hereof, and does hereby subordinate, subject to the terms of this Consent & Joinder, all of its right, title, interest and claim in the aforementioned lien to the easement rights Grantor has conveyed in the herein described Parking Easement (collectively the "Consent and Subordination"). The Consent and Subordination shall only become effective upon the non-voidable vacation pursuant to City Ordinance No. 8259-11 of the Easement Area as provided in the Site Plan attached as Exhibit "B" to the Parking Easement. Additionally, the Grantor and the undersigned Mortgagee must consent to any Revised Site Plan described in Section a of the Parking Easement or any other amendment to the Parking Easement in order for the Consent and Subordination to be applicable to such Revised Site Plan or amendment to Parking Easement. Signed, sealed and delivered 0 In h presence of: 2 Wif ess signature Branch Banking and Trust Company, a North Carolina corpora By: Print Namel Its: Print re Print Witness name STATE OF COUNTY OF G The foregoing instrument was acknowledged befor me this ? day of M 6 2011 by r , as of Branch Banking and Trust Company, a North Carolina corporation, mortgagee in the above-described lien, whom, being duly authorized, personally executed this instrument on behalf of said bank corporation, and who acknowledged the execution thereof to be a free act and deed for the uses and purposes therein expressed, and who [ ] is personally known to me, or who [ ] did provide as identification. i Notary ublic - State of North rolina Type/Print Name My Commission Expires: 1( 1AC1019L. NW1? Maemr Po611c • ? of poria • Mtr comm. one ON te. Lott con?n+awe,r oo eaeaes e°"r'd llp?1. CHAR2\1322212v2