ESTOPPEL CERTIFICATE (2)ESTOPPEL CERTIFICATE
The undersigned (the "City ") hereby certifies to DDR SOUTHEAST CLEARWATER
DEVELOPMENT, L.L.C. a Delaware limited liability company (the "Owner "), GDA REAL ESTATE
SERVICES, LLC, a Colorado limited liability company ( "GDA "), Purchaser (as hereinafter defined)
and Purchaser's Lender (as hereinafter defined), and their successors or assigns, as follows:
The undersigned understands that GDA or its assigns ( "Purchaser ") intends to purchase from
Owner, the real property and improvements described on Exhibit 1 attached hereto (the "Real Estate ")
and that such acquisition may be financed with a loan at closing (the lender(s) providing such financing
being hereinafter referred to as "Purchaser's Lender "). In connection with the purchase of the Real
Estate by Purchaser, Purchaser has requested that the undersigned complete this estoppel certificate (this
"Estoppel Certificate ") with the appropriate information as it pertains to that certain Interlocal
Agreement recorded in Official Records Book 6426 at page 398 of the Public Records of Pinellas County,
Florida (the " Agreement") to which the undersigned is subject, and to agree to the statements set forth
herein.
The undersigned hereby certifies to and agrees with Owner, Purchaser and Purchaser's Lender,
and each of their respective successors and assigns, as to the following:
1. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Agreement.
2. Authority. The individual executing this Estoppel Certificate hereby warrants and
represents that he or she has the power and authority to execute and deliver this Estoppel Certificate on
behalf of undersigned.
3. Agreement in Effect. The Agreement has not been amended, supplemented,
terminated, or repealed in any respect except as otherwise provided above. The recorded version of the
Agreement is a full, accurate, and complete copy.
4.
the Agreement.
No Defense. There is no defense, offset, claim, or counterclaim against Owner under
5. Obligations. There remain no outstanding obligations or liabilities of "Sembler" (as
defined in the Agreement), or its successors or assigns, under the Agreement. All obligations, duties,
responsibilities, and liabilities of Sembler or its successors and assigns, under the Agreement have been
satisfied in full, including, without limitation, the payment obligations described in paragraph 2 of the
Agreement.
6. No Default. No outstanding uncured notices of default have been given by the
undersigned to Sembler or its successor or assigns, or any other party under the Agreement. The
undersigned has not received any outstanding uncured notices of default from any party under the
Agreement. To the best of the undersigned's knowledge, no default any party to the Agreement exists in
the performance of any obligation required by it under the Agreement, and to the best of the
undersigned's knowledge, no event has occurred or condition exists which, with the passage of time or
the giving of notice, would constitute a default by any party under the Agreement.
7. No Delinquencies. As of the date hereof, there are no delinquent amounts due and
payable pursuant to the Agreement in connection with the Real Estate.
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8. If any party is known to be in violation of any provisions of the Agreement, a
description of the violation and a statement whether any charges due or owing by such party is provided
as follows: NONE
9. Improvements on and Use of Real Estate. To the best of the City's knowledge, the
construction of any building or improvement on, and the alteration and use of, the Real Estate, whether
during or prior to Owner's period of ownership, is in full compliance with the conditions, restrictions and
covenants contained in the Agreement.
This Estoppel Certificate may be relied on by Owner, Purchaser, their successors and or assigns,
any other party who acquires an interest in the Real Estate in connection with such purchase, by any
person or entity which may finance such purchase (each, a "Lender "), and by First American Title
Insurance Company in connection with issuing policies of title insurance for the Real Estate.
{Signatures Appear on Following Page}
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ESTOPPEL CERTIFICATE
DDR SOUTHEAST CLEARWATER DEVELOPMENT LLC
Countersigned:
Dated:
June 24, 2015
Approved as to form:
CITY OF CLEARWATER, FLORIDA
By: -4�'
William B. Horne II
City Manager
Attest:
Laura Mahony -Toy: Rosemarie Ca
City Clerk
Assistant City Attorney
EXHIBIT 1:
THE REAL ESTATE
PARCEL 1:
LOTS 2, 3 AND 4, THE CLEARWATER COLLECTION SECOND REPLAT, ACCORDING TO THE PLAT
THEREOF AS RECORDED IN PLAT BOOK 107, PAGES 24 AND 25, OF THE PUBLIC RECORDS OF PINELLAS
COUNTY, FLORIDA, LESS AND EXCEPT THOSE PORTIONS THEREOF CONVEYED, TAKEN OR USED FOR
U.S. HIGHWAY 19.
BEING TAX PARCEL NOS.: 07- 29 -16- 16442 - 000 -0020, 07- 29 -16- 16442 - 000 -0030, AND 07- 29 -16-
16442- 000 -0040.
PARCEL 2:
NON - EXCLUSIVE EASEMENTS FOR THE BENEFIT OF PARCEL 1 AS SET FORTH IN BOOK 1479, PAGE 95
AS AFFECTED BY OFFICIAL RECORDS BOOK 7319, PAGE 993 AND OFFICIAL RECORDS BOOK 14623,
PAGE 2520, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA.
PARCEL 3:
NON - EXCLUSIVE EASEMENTS FOR THE BENEFIT OF PARCEL 1 AS SET FORTH IN OFFICIAL RECORDS
BOOK 6440, PAGE 2002 AS AFFECTED BY OFFICIAL RECORDS BOOK 6735, PAGE 212, OF THE PUBLIC
RECORDS OF PINELLAS COUNTY, FLORIDA.
PARCEL 4:
NON- EXCLUSIVE EASEMENTS FOR THE BENEFIT OF PARCEL 1 AS SET FORTH IN OFFICIAL RECORDS
BOOK 6440, PAGE 2013 AS AFFECTED BY OFFICIAL RECORDS BOOK 6735, PAGE 217; OFFICIAL
RECORDS BOOK 6921, PAGE 129; OFFICIAL RECORDS BOOK 7541, PAGE 849; OFFICIAL RECORDS
BOOK 7561, PAGE 2125; OFFICIAL RECORDS BOOK 9664, PAGE 451; OFFICIAL RECORDS BOOK 12196,
PAGE 391; OFFICIAL RECORDS BOOK 14631, PAGE 1127 AND OFFICIAL RECORDS BOOK 17589, PAGE
1477, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA.
PARCEL 5:
NON- EXCLUSIVE EASEMENTS FOR THE BENEFIT OF PARCEL 1 AS SET FORTH IN BOOK 6618, PAGE
2190 AS AFFECTED BY BOOK 8629, PAGE 152 AND BOOK 8681, PAGE 394, OF THE PUBLIC RECORDS OF
PINELLAS COUNTY, FLORIDA.