AFFIDAVIT OF MERGER OF EASEMENT I#: 2024261855 BK: 22952 PG: 1077 , 10/24/2024 at 09:23 AM, RECORDING 43 PAGES
$367 . 00 KEN BURKE , CLERK OF COURT AND COMPTROLLER PINELLAS COUNTY, FL BY
DEPUTY CLERK: clkl03535
AFFIDAVIT OF MERGER OF EASEMENT
I,Jerrod Simpson,first being duly sworn attest that to the best of my knowledge and belief:
I am a Senior Assistant City Attorney for the City of Clearwater, and assigned to represent the City
on certain real estate matters. I am a Board-Certified Specialist in Real Estate by the Florida Bar.
I have reviewed documents related to the Subject Property at issue for Title Commitment Number
10798769,the Owner's policyfor Proposed Insured:The DeNunzio Group,LLC and Gotham
Property Acquisitions, LLC.
At issue is a parking easement of record between the Maas Brothers and the City of Clearwater,
recorded at Official Records Book 926, page 157,as amended by Ordinance No.9619-22,recorded
in Official Records Book 22245, Page 799.
According to the Order of the Bankruptcy Court recorded at Official Records Book 7755, Page 1637,
the City of Clearwater purchased the dominant property for this easement from Maas Brothers as
part of the liquidation of that company's assets through bankruptcy, and the Bankruptcy Court
approved of said purchase.See Order Attached as ExhibitA to this Affidavit.
The Court specifically held that the City is"entitled to the protections afforded by section 363(m)"
and that the Property shall be sold"free and clear of all encumbrances".Id.
Subsequently,the City of Clearwater voters approved a charter amendment to allow the sale of
certain properties located within the greater parcel that the City refers to as"Coachman Park".
As part of the referendum and reorganization of Coachman Park,it is the intent of the City to merge
and eliminate the easement referenced herein. Said easement shall be of no further effect.
Further Affiant Say Not.
Signed an w rn this 7`h Day of October,2024.
ti
Jerrod Si son,Senior Assistant City Attorney
STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to (or affirmed)and subscribed before me by means of[vJ physical presence or[_]online
notarization,this 7th day of October,2024 by Jerrod Simpson
(NOTARY SEAL) (Signature of Notary Public-State of Florida)
(Name of Notary Typed Printed,or Stamped)
Personally Known `1�p OR Produced Identification
Type of Identification Produced71§ 7
LE ANNE SPRAGUEblic_State of Floridaission X HN 571812.Expires Jul 15,2028
National Notary Assn.
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1078
Aurmw 91 42 -3224
�.
' INST #
Ur__ DEC 1991 S SOF'M
certify. ghat this l a:copY of. - 431nt —� _ .
rhe.nri �►ai �7su FILED
qG Tit
filY'C yyiS�`!t Y *. .`t FINELLAS COUN Y LA.
f; ,ri_UNITED STATES BANXRUPTCY LOUR OFF.R E C.B K 7 7 5 5 F----- �
SOUTHERN DISTRICT OF OHIO .. _
b-outy WESTERN DIVISION 14% NOV 25 A 11: 41
;sued NiCHAEL D.V moi?, r,
C�E
US BANKRUPTCY COURT
IN THE MATTER OF ; CONSOLIDAMWHMMM7ROF.OHIO
1-90-00130
FEDERATED DEPARTMENT STORES, INC. ) Chapter 11 - Judge Aug
and )
ALLIED STORES CORPORATION, sr Az. , D608 ;CS =3:
Debtors. RECORDING
) f
;C+TAS: f 9.
(Allied Stores Corporation) aseyN�o� 1 90L-B �,
(Maas, Inc.)
(Allied Stores General Real ) (Case No. 1-90-warib
Estate Company) )
EXHIBIT ) ORDER AUTHORIZING DEBTORS TO
SELL CERTAIN PROPERTY TO
CITY OF CLEARWATER FLORIDA
This matter coming on to be heard on (a) the Motion
. o
for Authority Sell Certain Property to City of Clearwater,
LU
v
¢ Florida (the "Motion") filed by the above-captioned
aC�
CD=u s and debtors in possession
individually identified debtor
LMz
o J (collectively, "Debtors") ; the Court having reviewed the Motion
xI
�- and the Response of The Prudential Insurance Company of America
cc
0
to the Motion; the Court having heard the statements of counse
in support of the Motion at a hearing before the Court on
November 21, 1991 (the "Hearing") ; the Court having taken
judicial notice of the papers and pleadings on file in these
chapter 11 cases; and the Court finding that (a) the Court has
jurisdiction over this matter pursuant to 28 U-S-C- $$ 157 and
1334 and this is a core proceeding pursuant to 28 U-S-C.
§ 157 (b) (2) , (b) notice of and the opportunity-:--f-or a hearing on
1�►1rf��J..
KARLEEN F. DEBLAKER, CLERK
D.S.
RECORD VERIFIED BY:S-
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1079
OFF.REG.BK 7755 F'G 1636
7
the Motion were adequate and appropriate with respect to all
parties affected by the Motion and the relief requested therein
i
and (c) the legal and factual bases set forth in the Motion and
presented at the Hearing establish just cause for the relief
S'
granted herein;
THE COURT HEREBY FINDS THAT:
A. Notice of the Motion and the relief requested
therein has been given to all parties entitled to notice under ,
the Contract (as such term is defined in the Motion) and all
such other parties as are usually and regularly given notice of ;
all pleadings filed with, and hearings conducted by, this
Court. Further notice was given by publication, in accordance
with this Court's Order Authorizing Debtors to Implement
Certain Strategies, entered April 11, 1991 (the "Florida
Strategy order") . Such notice was duly and properly given and
was adequate and appropriate under the circumstances.
B. Debtors' proposed sale of their interests in the
Property (as such term is defined in the Motion) to the City of
Clearwater, Florida (the "City") is contemplated by and fully s'
consistent with the Florida Strategy Order.
C. Debtors have complied with the bid solicitation
and sales procedures set forth in the Florida Strategy Order.
Debtors are selling the Property pursuant to the Florida
Strategy (as such term is defined in the Motion) , which is .
being undertaken kin contemplation and furtherance of Debtors'
�
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4899A
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1080
j"«-L-Mb COUh7'Y FLS.
. OFF.REC..PK 7755 FG 1637
i
s
Third Amended Joint Plan of Reorganization, dated October 28,
1991 (the "Plan") , and which is related to such Plan.
D. The terms and conditions of the -Contract,
including the consideration to be paid by the City thereunder,
are fair and reasonable.
E. The Contract was negotiated at arms-length and in E
good faith, the City is purchasing the Property in good faith
and the City is and will be entitled to the protections
afforded by section 363 (m) of the Bankruptcy Code, 11 U.S.C.
§§ 101-1330 (the "Bankruptcy Code") , as to the Property.
F. It is a reasonable and proper exercise of
Debtors, business judgment to enter into the Contract and
consummate the transactions contemplated thereby. .
G. it is in the best interests of Debtors and their
respective estates and creditors for Debtors to enter into the
Contract and consummate the transactions contemplated thereby.
IT IS HEREBY ORDERED THAT:
1. The Contract shall be, and hereby is, approved
and Debtors shall be and hereby are, authorized to consummate
h ,
all transactions contemplated thereby and take any and all
actions necessary or appropriate in connection therewith.
2. Debtors, as appropriate, shall be, and hereby
are, authorized to sell the Property to the City free and clear
of all encumbrances, pursuant to section 363 of the Bankruptcy -
Code.
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1081
PINELLAS COUNTY FLA•j
FF.REC.PK 7755 PG 1638
r
3. All existing liens on the Property, including any
liens held by Debtors' lenders, shall attach to the proceeds of
the transactions contemplated by the Contract.
4. This Order shall be, and hereby is, deemed
3.
binding upon Debtors and their respective estates, creditors
f
y
and shareholders, the City, any other affected third parties,
a
including, but not limited to, parties asserting a claim
against or interest in Debtors' respective estates or the
Property, and the respective successors and assigns of any of
the foregoing, including, but not limited to, .any trustee
appointed in any of Debtors' chapter 11 cases or any
superceding chapter 7 cases.
5. This Court shall retain jurisdiction,
notwithstanding whether a plan of reorganization for Debtors
has been confirmed and irrespective of the provisions of any
such plan or any order confirming such a plan, to (a) implement
M.
and enforce the terms of the Contract and this Order and
(b) adjudge any disputes relating thereto or to .the sale and
delivery of the Property to the City.
Dated: November c�5 1991 /t
J. Vincen Au ,
U.S. Bankiruptcy dge
rri
Mzm
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4899A .-q C---
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1082
JINS! 4 41-33223 LLA
DEC- 11 , 1991 4S49F'M RISE S COUNTY FLA.
• ,. t OFF.REC.BK7755
PG . 159f
40 c /77rn _..-_
U4G ,, 't _ FILED
42 Sur_ _
431st UNITED STATES BANKRUpTCy COURT ,
To.
SOUTHERN DISTRICT OF OHIO
s WESTERN DIVISION $�r
F 21 p 4: 04
IN THE MATTER OF
r ) CONSOLIDATED CgS$'���: - - - '_•-:�:
i :Y CUi�:;�
r=FEDERATED DEPARTMENT STORES, INC. ) 1-90—O— Lju ge DIST.
Chapter 11 - Judge Auq
and j
ALLIED STORES CORPORATION, ET AL. , ) (To be heard at the
regularly scheduled
Debtors. ) hearing on November 21,
1991)
)
(Allied Stores Co j
rgai�aton) ) (Case No. 1-90-00130)
(Maas, Inc.)
(Case No. 1-90-00138)
(Allied Sto4eWViir-5.AflttM a.copy of ) (Case No. 1-90-00140)
Estate Con92
q ; : •.',� ti;_ j
j MOTION OF DEBTORS FOR
v%aii(r L (;;�1 Cu�a;ti ) AUTHORITY TO SELL CERTAIN
PROPERTY TO CITY OF
B rf" fJept�ty CQ .c ) CLEARWATER_FARIDA
The above-captioned individually identified debtors
J
Jvand debtors in possession (collectively, "Debtors") hereby move ..
v the
Z Court, pursuant to section 363 of the Bankruptcy Code, 11
i.
oCC U.S.C. SS 101-1330 (the "Bankruptcy Code") , for an order
uu..co
oW (a) authorizing Debtors to sell to the City of Clearwater,
_ Florida (the "City") certain real and personal property free
cc
and clear of all liens, claims of third parties and other ;
F' encumbrances and (b) approving an agreement with the City
setting forth the terms and conditions of Debtors' disposition
of their respective interests in such property. In support of
this Motion, Debtors respectfully represent as follows: i
D.S. .
KARLEE
RECORD
F. FIED hEFc, LERK
FiECQRD VERIFIED I+Y t , �/
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1083
OFF.REL;#bK //JJ ru ij7/
Background
1,
on January 15, 1990, Debtors commenced their
respective reorganization cases by
filing voluntary petitions
for relief under chapter 11 of the Bankruptcy Code.
Debtors are continuing in possession of their
2
d managing their
ective property and are operating an
resp
s debtors in possession, pursuant to sections 1107
businesses, a
and 1108 of the Bankruptcy
Code.
3. This Court has jurisdiction over this matter
pursuant to 28 U.S.C. §§
157 and 1334. This is a core
proceeding pursuant to 28 U.S.C. § 157 (b) (2) •
ter it cases have been consolidated
4. Debtors' chap
chap ter 11 cases of the other above-captioned debtors
with the p administered
for procedural purposes only
and are being jointly
h such cases pursuant to an order of this Court*
with through its
5. Allied Stores Corporation ("Allied") ,
operates and manages retail
divisions and subsidiaries,
owns, P
d real estate interests located throughout d
department stores an
,
11 " a subsidiary of Allie
the United States. Maas, Inc.
Maas ) ,
erated 17 retail department stores
until recently owned and op '
f Florida under the
locate primarily rimarily on the West Coast oores
.
thers" and 19 retail depa
nameplate "Maas Bro
rtment stth
located primarily on the East Coast of Florida under the
nameplate "Jordan Marsh." Included among these stores is a Maas
ated in downtown Clearwater,
Brothers retail department store loc
ore") _ 400961782 TCS 12-11-?1 i3:r,:54
Florida (the "Clearwater St
RECORDING
-2- TOTAL: $177.00
CHECK AMT.TENDERED; $171.00
454BA/X CHANGE: $0.00,
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1084
FF.REC,BK
ne Flori'ia pt'ratec
6. On March 29,
1991, Allied, Maas, Federated
filed
Department Stores, Inc. and Burdines, Inc. („Burdine s )
trategies and
their Motion for Authority to Implement Certain S
for Other Relief (the "Florida Strategy
Motion") , pursuant to
ority to implement
which they sought authcertain business
their Florida operations and to
strategies designed to improve
rations for both Burdine's and
maximize the value of those ope
Maas (the "Florida Strategy") -
As set forth in detail in t e
the Florida Strategy involves the
Florida Strategy Motion, •
s' respective interests in three Burdine's
disposition of Debtor
stores in Florida and South
stores in Florida and 21 Maas 991, >
Carolina, including the Clearwater Store.
On April 11,
an order approving the Florida Strategy and
this Court enteredMotion
granting the relief requested in the Florida Strategy
(the "Florida Strategy Order") .
7. in connection with the Florida Strategy, Debtors
ffers to purchase their respective interests
have received firm o
in
a number of the retail department stores covered by the
Florida Strategy, including
the freestanding Clearwater Store,
ate
and have consummated the sales of 11 stores for an aggregate
this Motion, Debtors
purchase price of $77.6 million. By
11 seek authority, pursuant to section 363 of the
respectfu Y
Code and in accordance with the bid solicitation and
BankruptcyOrder, to
sales procedures set forth in the Florida Strategy the
transfer to the City their respective interests
in Clearwater
nditions described below.
Store on the terms and co
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4548A/X
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1085
OFF.REC.BK 7755'' ' F'(3'
1599
The Property
8. Allied stores General Real Estate Company
("ASGREC") , a subsidiary of Allied, owns (a) certain real
Florida on which the Clearwater Store. is
property in Clearwater,
located and (b) all physical improvements thereto (collectively, .3
Pro
the "Property") - ASGREC owns the Property as successor by
merger to Clearmaas Realty Corporation. A legal description of
the Property is attached hereto as Exhibit A and incorporated
herein by reference.
The Proposed Sale
9. On September 51 1991, subject to the approval of
this Court, ASGREC and the City entered into a Contract for Sale
and Purchase (the "Contract") , pursuant to which Debtors agreed
to convey the Property to the City in consideration of a
lump-sum cash payment of $1.9 million (the "Purchase Price") . A
copy
of the Contract is attached hereto as Exhibit B and
incorporated herein by reference.
Request forApproval All Reeated�Transact actio s [.
Author-tv to Ce
10. By this Motion, Debtors seek approval of the
Contract and authority to consummate the transactions
to section 363 of the Bankruptcy
contemplated thereby, pursuant
Code. In particular, Debtors seek authority to sell the
free and clear of all liens and
Property to the City
nt to section 363 of the Bankruptcy Code.
encumbrances, pursua
r
1'
-4-
9
4548A/X
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1086
OFF.FEC,BK 7755 F'G 1 0
11. Based upon Debtors' business judgment, approval of
the Contract and consummation of the transactions contemplated
thereby are in the best interests of Debtors and their
respective estates and creditors and are consistent with the
Florida Strategy for the following reasons:
a. Debtors and the City negotiated the Contract
in good faith and at arms-length and the terms and
conditions thereof are fair and reasonable.
b. The total consideration to be realized by
Debtors under the Contract, in the amount of $1.9 million,
is fair and reasonable and the execution and delivery of the
Contract and the consummation of the transactions
contemplated thereby will result in substantial economic
benefit to Debtors and their respective estates and
creditors. Moreover, the Purchase Price to be received by
Debtors upon the sale of the Property to the City is
consistent with the assumptions set forth in Debtors'
business plan.
Comvetina Bids
12. The Florida Strategy Order established certain
a
bid solicitation and sales procedures relating to the
disposition of the stores covered thereby. In accordance
therewith, Debtors have actively marketed their interests in
the Clearwater store and made reasonable, good faith efforts to
identify and solicit offers from qualified potential purchasers
thereof. The City's offer to purchase the Property, as
-5-
454BA/X
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1087
QFF.REC.BK 7755 PC 1601
: embodied in the Contract, is the most favorable offer received
by Debtors to date.
13. In connection with the proposed sale of their
interests in the Clearwater Store, Debtors will comply with the
bid solicitation and sales procedures set forth in the Florida
Strategy Order, as such order may be amended from time to
time. The Florida Strategy Order and the Contract expressly
contemplate that third parties may submit, and Debtors may
consider, competing bids for Debtors' interests in the
Property, provided that such bids are on the same or more
favorable terms and conditions as those set forth in the
Contract and exceed the purchase price by five percent (or
$95,000) , plus the "break-up fee" of $20,000. Accordingly,
pursuant to the Florida Strategy order, Debtors expressly
reserve the right to accept one or more competing bids for the
Property.
Application of Proceeds
14. Pursuant to this Court's Stipulation and Order
Providing Adequate Protection to The Prudential Insurance
Company of America, entered May 9, 1990, Debtors shall pay the
net proceeds of their sale of the Property, on which The
Prudential Insurance Company of America ("Prudential") holds
liens pursuant to a loan agreement, dated December 30, 1987, by
and among Prudential, as lender, and certain of the
above-captioned debtors and debtors in possession, as
borrowers, to Prudential as soon as practicable after the
closing of the transactions contemplated by the Contract.
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1088
F .REC.BK 7755 PG 1602
25. The Exhibits hereto are approximately 30 pages
long. Accordingly, copies of the Exhibits are not being served
on the parties identified on the attached certificate of
service or the Sixth Amended Limited Service List. Debtors
shall provide copies of the Exhibits to any party in interest
on request.
WHEREFORE, Debtors respectfully request the Court to
enter an order, pursuant to section 363 of the Bankruptcy Code,
(a) approving the Contract, (b) authorizing Debtors to
consummate all transactions contemplated thereby,
(c) authorizing Debtors to sell the Property to the City free
and clear of all liens and encumbrances, (d) retaining
jurisdiction, notwithstanding whether a plan of reorganization
for Debtors has been confirmed and irrespective of the
provisions of any such plan or any order confirming such a
plan, to (i) implement and enforce the terms of the Contract
and (ii) adjudge any disputes relating thereto or to the sale,
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4548A/X
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1089
FF.REC.BK 7755 PG 1603
assignment and delivery of the Property to the City and
(e) granting such other and further relief as the Court may
deem proper.
Dated: September 27, 1991 Respectfully submitted,
ory i f
JONES, DAY, REAVIS & POGUE
225 west Washington
Chicago, Illinois 60606
Of Counsel: (312) 782-3939
Edmund J. Adams Paul E. Harner
FROST & JACOBS JONES, DAY, REAVZS & POGUE
2500 Central Trust Center 1900 Huntington Center
201 East Fifth Street 41 South High Street
Cincinnati, Ohio 45202-4182 Columbus, Ohio 43215 r
(513) 651-6800 (614) 469-3939
CO-COUNSEL FOR DEBTORS ATTORNEYS FOR DEBTORS
AND DEBTORS IN POSSESSION AND DEBTORS IN POSSESSION
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1090
PINELLAS UUUN I T r"ri
CIFF.REC-BK 7755 FG 1604
CERTIFICATE OF SERVICE
I hereby certify that on September 27, 1991, a copy of
the foregoing Motion was served by first class mail, postage
prepaid, on
Richard W. Reeves, Esq.
Lawson, McWhirter, Grandoff & Reeves
P.O. Box 3350
Tampa, Florida 33601
Mr. Philip S. Ware
Ticor Title Insurance
600 - 1st Avenue North, Suite 204
St. Petersburg, Florida 33701
Jerry D. Sternstein
Economic Development Director i
City of Clearwater
P.O. Box 4748
112 S. Osceola Avenue (34616)
Clearwater, Florida 34618-4748
and on each of the parties identified on the Sixth Amended
Limited Service List.
Paul E. ner
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1091
"UNTY FL
( OFF.FEC.`BN 775.5
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EXHIBIT A
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1092
PSC, 1; OFF.REC.BK 7755 PO 1 06
Lot 3, less the last 15 feat thereof, and all of Lots 4 -and 5, EDAAM MILL'S
SuBDIvisioN, according to plat thereof recorded in Plat Book 9, page 36, public
records of Pinellas County, Florida.
-A.
f
PAXE L 2:
Lots 1, 1-A and 2, EtL'VM,S i BASRIN'S CORRWrED MAP Of CAUSEWAY BUSINESS DISTRICT
according to plat thereof recorded in Plat Book 57, pages 1 and 2, public records if
Pinellas County, Florida, lass that part of tat 2 described in 0. R. Boric 927, page]
9 and Also Less that part of gots 1 and 1-A described in 0. R. Book 1081, page 594 }.
and Also Les that part of Lot 2, lying within Clrreland Street and Dreg Street,
"id Parcel 2 being further dsseribed as follows: r
Beginning at the Northeast corner of Lot 1 of said ROWPuti'S i BASKIN'S CORRPCTM
Or CAUSEWAY BUSINESS DIVMICs for a Point of Beginnings sun thence South 1026'17" '
Cast along the East line of said Lot 1, 111.92 feet to the Southeast corner of sai l
Lot 1; thence North 89058126" Mast along the South line of said Lot 1, 185.0 feet; {
thence South 1026'170 East, along the East line of said Lot I-A, 112.46 feet to th
Southeast corner of said Lot 1-A; thence North 89'°58126" Nest, along the South li
of said Lot 1-A, 381.62 feet; ttwnce along the arc of a curve to the right, whose
arc is 163.79 feet; whose radius is 679.26 feet; and whose chord is North 83003155 .-;:
West, 163.40 feet; thence South 4049.48" fist along Easterly lime of Lot 2, 19.72 .
feet; thence North 89058126" Met along the South line of Let 2, 32.0 feet; thence
North 4049148" West, 218.16 feet; theSouth 89058126' last, along the North linif
of Lot 1, and said lice extended, $61.08 feet; thence North 88007114" East, 218.85.4
feet to the Point of Beginning. Lass that part of said Lot 2 lying within Clevela
Street and Drew Street,
TOGETHER WITH:
All of the reversionary or reverter rights of the Grantor in and to the
following tracts: (1) the East 15 feet of Lot 3 of the aforesaid Edward Mills `
Subdivision, retained under and by virtue of the Fee Simple Deed dated
September 24, 1940, to the City of Clearwater, Florida, as recorded in
Official Records Book 1570, Page 301, Pinellas County, Florida; (2) that part
of Lot 2 of the aforesaid Rompon's and Baskin's Corrected Map of Causeway
Business District, retained under and by virtue of the Indenture dated June
13, 1960, to the City of Clearwater, Florida, as recorded in Official Record
Book 927, Page 9, Pinellas County, Florida; and (3) that part of Lots 1 and
1-A of the aforesaid Rompon's and Baskin's Corrected Map of Causeway
Business District, retained under and by virtue of the Special Warranty Deed
dated January 6, 1961, to the State of Florida, for the use and benefit of the
State Road Department of Florida, as recorded In Official Record Book .
10B 1, Page 594, Pinellas County, Florida.
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1093
OFF*REC.BK 7755 PG 1607
EXHIBIT B
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1094
PINELLAS COUNTY FLA.
• J OFF.REC.EEK 7755 PO 1600
CONTRACT FOR SALE AND PURCHASE
THIS CONTR CT FOR SALE AND PURCHASE ('Contract"), entered Into as of
and dated the day of September, 1991, is between ALLIED STORES GENERAL
REAL ESTATE COMPANY, a Delaware corporation, successor by merger to
CLEARMAAS REALTY CORP., a Florida corporation ("Seller"), and CITY OF
CLEARWATER, FLORIDA, a municipal corporation ("Purchaser").
WITNESSETH:
WHEREAS, on January 15, 1990, Seller filed a petition ('Petition") with the United
States Bankruptcy Court for the Southern District of Ohio, Western Division
("Bankruptcy Court"), initiating proceedings in reorganization under Chapter 11 of Title
11 of the United States Code ('Bankruptcy Code");
WHEREAS, on March-9, 1991, Allied Stores Corporation, Allied Stores General
Real Estate Company, and Maas, Inc., among others filed with the Bankruptcy Court a
Motion For Authority To Implement Certain Strategies And For Other Relief ("Motion");
WHEREAS, on April 11, 1991, the Bankruptcy Court granted said Motion and
ordered the Implementation of the "Florida Strategy," as more particularly described in
said Motion and the authorization of Seller to implement the Florida Strategy ("Florida
Order");
WHEREAS, as part of the implementation of the Florida Strategy, Seller has
offered to sell the Property (as described herein) and Purchaser has offered to purchase
the Property on terms and conditions acceptable to Seller, and
WHEREAS, subject to the terms, covenants, and conditions contained in this
Contract, Seller desires to sell, assign, transfer, and convey unto Purchaser, and 1
Purchaser desires to buy, pay for, and receive all of Seller's right, title and interest in
and to said Property;
-1-
REL/FedCont2/910903
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1095
OFF.REC.BK 7755 PG 16b9
i
NOW, THEREFORE, in consideration of the premises, undertakings, and covenants
of the parties set forth herein, and other good and valuable consideration, the mutual
receipt and legal sufficiency of which are hereby acknowledged, Seller and Purchaser
hereby agree as follows: r
ARTICLE I
`s
Sale and Purchase
s
1.1 Property. Seller hereby agrees to sell, assign, transfer, and convey unto
Purchaser, and Purchaser hereby agrees to buy, pay for, and receive all of Seller's right,
title, and Interest in the real property (land and improvements) located in Pinellas
County, Florida P'Property"), and legally described on the attached Schedule A, which by
,
• t
this reference is incorporated herein.
1.2 Improvements, Fixtures, and Contents. Seller agrees to remove all of the
contents presently located in or around the improvements and to deliver the possession of
the improvements and fixtures without any substantial alterations, subject however, to
the provisions of this Contract set forth In Article Ill.
ARTICLE 11
Sale,/Purchase Price
2.1 Sale/Purchase Price. The sale/purchase price for the Property shall be
$1,900,000, payable at Closing In cash or by wire transfer as Seller may direct.
2.2 Earnest Deposit. Purchaser shall this date deposit with Ticor Title
insurance Company, 600 1st Avenue North, Suite 204, St. Petersburg, Florida 33701,
(Attn: Philip S. Ware) ("Title Company") the sum of $190,000 In cash. Said amount shall
be invested by Title Company in a money market account, certificate of deposit, or other
Interest bearing account designated by Seller and held by Title Company as an earnest
6 ,
T
money deposit ("Earnest Deposit''): On Closing, said Deposit shall be applied to the
sale/purchase price, or In the event this transaction does not close, Title Company shall
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.disburse said Deposit as provided for hereinafter In this Contract. Interest income
earned on said Deposit shall be distributed to Seller If Seller receives said Deposit or to
Purchaser if Purchaser receives said Deposit.
ARTICLE 111
Matters Concerning Property
3.1 Inspections and Demolition. Purchaser acknowledges that it has, prior to'
the date hereof, conducted all inspections, studies, and tests of the Property that
Purchaser deemed necessary or advisable in order to decide N Purchaser desired to
purchase said Property. Provided that the same does not interfere with the operation of
the retail business presently being conducted by Seller on the premises, Purchaser and its
employees and agents may continue to enter upon the Property at reasonable times upon
advance notice to Seller at Purchaser's sole cost and expense to make further
Inspections, studies, and tests of the Property. The results of said inspections, studies,
and tests shall have no bearing upon the obligations of Purchaser herein.
3.2 Disclaimer of Warranties. Except as specifically stated In this Contract,
Seller hereby expressly disclaims any warranty, oral or written, concerning (a) the nature
and condition of the Property and the suitability thereof for any and all activities and
uses which Purchaser may elect to conduct thereon, (b) the manner, construction,
condition and state of repair or lack of repair of the Property, (c) the nature and extent
of any right-of-way, possession, lien, encumbrance, license, reservation, condition or
otherwise, and (d) the compliance of the Property with any laws, rules, ordinances, or
regulations or any government or other body. It Is specifically understood that Purchaser
has fully Inspected, evaluated, and accepted the Property. The sale of the Property as
provided for herein Is made on an "AS IS, WHERE LS' basis, and Purchaser expressly
acknowledges that, In consideration of the agreements of $eller herein, and except as
otherwise specified herein, Seller MAKES NO WARRANTY OR REPRESENTATION,
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-QFF.REC.BK 7755 F'G 16 ,1
EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN
NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION,
HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE PROPERTY.
3.3 Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
PURCHASER HEREBY WAIVES ANY RIGHT TO SEEK CONTRIBUTION OR OTHER
RECOVERY FROM SELLER, OR ANY OF ITS AFFILIATES, THAT PURCHASER MAY
NOW OR IN THE FUTURE EVER HAVE UNDER THE ENVIRONMENTAL LAWS, AS
HEREINAFTER DEFINED, WITH RESPECT TO THE PROPERTY OR ANY PORTION
THEREOF. PURCHASER HEREBY FURTHER UNCONDITIONALLY RELEASES
SELLER AND M AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS, AND
CAUSES OF ACTION THAT IT MAY NOW OR IN THE FUTURE EVER HAVE AGAINST
SELLER OR ANY OF ITS AFFILIATES FOR RECOVERY UNDER ANY OF THE
ENVIRONMENTAL LAWS WITH RESPECT TO THE PROPERTY OR ANY PORTION
THEREOF. "Environmental Laws" shall mean the Comprehensive Environmental
Response Compensation and Liability Act of 1980, 42 U.S.C. § 6901 et seg.; the Toxic
Substance Control Act, 15 U.S.C. § 2601 et seg.; or any other federal, state or local
statute, regulation, ordinance or regulatory requirement concerning the environment or
establishing standards regarding the treatment, generation, storage, release,
transportation, or disposal of pollutants or hazardous substances. The waiver and release
herein shall survive the closing of the transaction contemplated by this Contract.
ARTICLE IV
Title and Title Insurance
r:
4.1 Title. Seller shall convey title to the Property by Special Warranty Deed
in the form of the attached Schedule B.
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4.2 Title Insurance. Within 10 days after the execution of this Contract
Seller will deliver to Purchaser a title insurance commitment Issued by the Title
Company, agreeing to issue to Purchaser upon recording of the deed to Purchaser, an
Owner's Policy of Title Insurance In the amount of the purchase price, inuring
Purchaser's title to Property as set forth in the open commitment, copy attached and
marked Schedule C. Seller shall satisfy the requirements of Part I,Schedule B, and shall'
cause the following paragraphs of Part 11, Schedule B, to be deleted: 2(a), 2(d), 3.a., and
M. Purchaser agrees to accept title as set forth In said open commitment and as
modified by this Contract.
ARTICLE V
Covenants, Agreements, Representations and Warranties
5.1 Covenants. Seller hereby covenants and agrees with Purchaser as follows:
(a) At all times from the execution of this Contract to the
Closing, Seller shall cause to be maintained in force, fire, and extended
coverage insurance in force and effect on the date of this Contract upon the
Property in the same amounts held by Seller on the date of this Contract.
(b) During the term of this Contract, Seller shall not sell, assign
or create any right, title, or interest whatsoever in or to the Property,
except as may be permitted in Section 6.1, below. z
5.2 Seller's Representations. Seller hereby represents and warrants to
r'•
Purchaser that Seller is a corporation duly organized and validly existing under the laws
of the State of Delaware, and, upon the Bankruptcy Court entering a final order (a)
approving the terms and conditions of this Contract and the other instruments and
documents referred to herein, and (b) authorizing and empowering Seller to execute,
deliver and perform and do all acts that may be required by this Contract and other
instruments and documents referred to herein (the "Order"), Seller shall have full power
and authority to perform all Its obligations under this Contract.
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OFF.REC.BK 7755 PG, 1613
5.3 Purchaser's Covenants. Purchaser hereby covenants and agrees with
Seller as follows:
(a) Purchaser shall cooperate In good faith with the reasonable
requests of Seller and/or the Bankruptcy Court in connection with the
preparation, approval and filing of the Order.
(b) if said Order Is entered, Purchaser shall close, pay the
sale/purchase price in cash, and otherwise perform its duties and obligations
under this Contract.
5.4 Purchaser's Representations. Purchaser hereby represents and warrants
to Seller that (a) Purchaser is a municipal corporation duly organized and validly existing
under the laws of the State of Florida, (b) Purchaser has full power and authority to
perform all of its duties and obligations under this Contract, and (c) the person executing
this Contract on behalf of Purchaser has been fully authorized and empowered to bind
Purchaser to this Contract.
ARTICLE VI
Conditions Precedent
6.1 Bankruptcy Court Approval. The obligations of Seller and Purchaser to
consummate the transactions contemplated hereby are subject to the Bankruptcy Court
entering the Order on or before November 30, 1991. If the Order Is not entered by said
date, either Seller or Purchaser, by written notice to the other party, shall have the right
to terminate this Contract, in which event the Earnest Deposit shall be returned to t
Purchaser. Pursuant to the Motion and the Florida Order, prospective purchasers of all
or any portion of the Property are permitted to make further bids for the Property or
portions thereof, and Seller shall have the right to accept such bids (provided such bids
exceed the sale/purchase price by at least 5%). Purchaser acknowledges that Seller may
accept any such bid, provided that such bid is in accordance with the Florida Order (and
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provided such bid exceeds the sale/purchase price by at least 5%); in such event, the
Order shall not be entered and this Contract shall, at the option of either party, be
terminated as provided herein. Such termination shall permit Purchaser to receive a
refund of the Earnest Deposit, whereupon this Contract shall stand terminated and the
parties shall have no further obligations hereunder.
ARTICLE VII
C>
7.1 Closing Date and Closing Costs. The closing of this Contract (Closing)
shall take place within 10 days after Court approval as provided for above in 6.1 at a
time and place in Pinellas County, Florida, mutually agreed upon by the parties. Seller
shall be liable for and shall pay the premium for the title insurance, and the recordation
costs of all documents necessary to clear title. The Purchaser agrees to pay the
documentary stamps, and the costs of recordation of the deed.
7.2 Performances. At the Closing:
(a) Seller shall deliver or cause to be delivered each of the
following items to Purchaser.
(1) Special Warranty Deed in the form attached as
Schedule 8, executed and acknowledged In recordable form;
(11) the title commitment endorsed through Closing,
(ill) Seller's Affidavit in the form attached as
Schedule D; and
(iv) evidence acceptable to Title Company
authorizing consummation by Seller of this Contract and all
of Seller's duties and obligations hereunder.
(b) Purchaser shall deliver to Seller the following items:
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FF.REC.BK 7/55 PG 161
(i) said sale/purchase price in accordance with
paragraph 2.2 of this Contract; and
(11) evidence acceptable to Title Company
s
,e
authorizing Consummation by Purchaser of all of its duties s
and obligations hereunder.
(c) Property taxes for the year during which the Closing Date
occurs shall be prorated between Seller and Purchaser effective as of
midnight of the day immediately preceding the Closing Date and shall be
adjusted in cash at the Closing. In the event that on the Closing Date Seller
shall not have received tax statements from the taxing period during which
the Closing Date occurs for the Property, estimated tax figures for that
period based upon tax receipts for the immediately preceding taxing period
shall, by mutual consent, be used for the purpose of prorating taxes at the
Closing, and It is mutually agreed as a covenant expressly to survive the
Closing, that upon receipt of tax statements for the taxing period during
which the Closing Date occurs, an accurate adjustment in such tax proration
shall be made by cash settlement between Seller and Purchaser within 10
days after receipt of all such tax invoices.
ARTICLE VIII
Casualty tla.
8.1 Casualty. Any damage by fire or other cause to any improvement prior to
Closing Date shall not alter or affect the terms and conditions of this Contract. Any
insurance recovery shall be for the account of Purchaser.
v
u:
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' F►FiEC.E{A 7755 PG 161
ARTICLE IX
Real Estate Commissions;Indemnity
9.1 Indemnl ty. Purchaser and Seller represent to each other that no real 7
estate brokers, agents or finders' fees or commissions are due or will be due or &1se in ,
conjunction with the execution of this Contract or consummation of the transactions r.
contemplated hereby, and Purchaser and Seller shall indemnify and hereby agree to hold `
the other party harmless from any brokerage or finder's fee or commission claimed by :
thereto his entitlement ereto at the alleged instigation of the
any person asserting g
indemnifying party for or on account of this Contract or the transactions contemplated .
,Y
hereby.
ARTICLE X
TermInati a and Remedies
10.1 Remedies. In the event Purchaser shall have failed at any time to have
performed the covenants and agreements Contained herein which are to be performed by
p
ntitled to receive and retain the Earnest Deposit, as
Purchaser, Seller shall be e
S, and not as a penalty. and the parties agree that the amount of the
liquidated damage
ibility of accurately
Earnest Deposit has been agreed upon in view of the imposs
+.
determining Seller's damages as a result of Purchaser's failure to perform the covenants
ed by Purchaser hereunder. In the event that Purchaser
and agreements to be perform
rightfully terminates this Contract pursuant to any provision hereof expressly permitting
it to do so, the Earnest Deposit shall be returned to Purchaser, and neither party shall
have any further obligations or liability, one to the other, hereunder. If either party
rt in addition to
defaults In performing its obligations hereunder, the non-defaulting party i
other remedies set forth above, shall have the right to specific performance.
a
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OFF.REC.BK 7755 FG 16 .7
• l
ARTICLE XI
AEgp ment of Contract r
11.1 Assignment Purchaser may assign this Contract to the Community
Redevelopment Agency of the City of Clearwater, Florida, a public body; provided
however if Purchaser so assigns, Purchaser shall remain liable and responsible under this
Contract for all duties and obligations of Purchaser.
ARTICLE XII
li[isoellsneoas
:s
12.1 Entire Agreement. This Contract embodies the entire agreement between
the parties and cannot be varied except by the written agreement of the parties.
12.2 Survival. Except as otherwise specifically provided herein, the covenants,
a
representations and warranties set forth in this Contract shall merge into the documents
and instruments executed by Seller and Purchaser pursuant to Section 7.2 hereof and
3
shall not survive Closing.
12.3 Time of Essence. Time is of the essence of this Contract. However, if
the final date of any period for the performance of an obligation or for the taking of any
action falls on a date that is not a Business Day, then the time of such period shall be r
S
deemed extended to the next Business Day. ,
12.4 Notices. Any notice required or permitted to be delivered hereunder shall }
be deemed to be delivered (a) when delivered, U personally delivered or by an overnight
or other courier service, or (b) whether or not actually received, when deposited in the ;4
k..
'1.
United States mall, postage prepaid, certified mail, return receipt requested, addressed f
to the Seller or Purchaser, as the case may be, at the address set opposite the signature
t-
of such party hereto.
r
12.5 Successors and Assigns. All of the terms and conditions of this Contract
are hereby made binding on the executors, heirs, administrators, successors and
permitted assigns of both parties hereto.
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1104
i
OF. REC.BK 7755 FG 1618
_
12.6 Gender. Numbers. Words of any gender used in this Contract shall be held
and construed to include any other gender, and words In the singular number shall be held
to include the plural and vice versa unless the context requires otherwise.
12.7 Headings. The captions used in connection with the articles and sections
of this Contract are for convenience only and shall not be deemed to construe or limit
the meaning of the language of this Contract.
12.8' Effective Date. All references to the"date of this Contract" or the "date
hereof' or similar references shall be deemed to mean the later of the three dates set
forth in the signature blocks below.
12.9 Governing Law, THIS CONTRACT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF FLORIDA WITHOUT GIVING EFFECT TO PRINCIPLES
OF
CONFLICTS OF LAW. THE BANKRUPTCY COURT (AS DEFINED ABOVE) SHALL
HAVE JURISDICTION OVER ALL MATTERS, INCLUDING, BUT NOT LIMITED TO, ANY
LEGAL ACTION,
SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
CONTRACT, ANY AGREEMENTS RELATED TO THS CONTRACT, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND THE
INTERPRETATION, IMPLEMENTATION AND ENFORCEMENT OF THIS CONTRACT;
4
SELLER AND PURCHASER IRREVOCABLY SUBMIT AND CONSENT TO SUCH
JURISDICTION.
12.10 Attorneys' Fees. In the event that a legal action Is brought to enforce the
terms of this Contract, the prevailing party shall be entitled to collect from the non-
prevailing party
the prevailing party's f ees and expenses, including reasonable attorneys' '
f ees.
12.11 Interpretation. The parties acknowledge that each party and its counsel
has reviewed this Contract and that the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Contract or any amendments or schedules thereto.
R E L,/FedCont2/910903
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1105
FF.REC.BK 7755'- G' 16 9
12.12 Severability. If any provisions of this Contract are held to be illegal, i.
Invalid or unenforceable under
present or future laws, such. provision shall be fully .
severable, and this Contract shall be construed and enforced as If such Illegal, invalid or f.'
unenforceable provision had never comprised a part of this Contract, and the remaining
Provisions of this Contract shall remain In full force and effect and not be affected by
the Illegal, Invalid or unenforceable provision or by its severance from this Contract,-
provided that both parties may still effectively realize the complete benefit of the
transaction contemplated hereby.
12.13 Amendments. No modification or amendment of this Contract shall be ,
ft
effective•unless made in writing and executed by both Seller and Purchaser. In the event
any approval or consent Is required '±
eq pursuant to any provision of this Contract, such
1.
approval or consent shall be deemed given only if it Is In writing, executed by the party
whose approval or consent is required.
r.:
12.14 Radon Gas Notification. As required by Section 404.056(8), Florida
r
Statutes, the Purchaser shall take notice of the following:
RADON GAS: Radon Is a naturally occurring radioactive ;'
gas that, when it has accumulated In a building in sufficient
quantities, may present health risks to persons who area
exposed to it over time. Levels of radon that exceed s.
federal and state guidelines have been found in buildings In
Florida. Additional Information regarding radon and radon
testing may be obtained from your County public health
unit.
4%
12.15 Acceptance of Offer. This Contract constitutes an offer by Seller to sell }
the Property on the terms and conditions set forth herein. Unless sooner terminated or Y;
E
withdrawn by notice in writing to Purchaser, this offer shall Lapse and terminate at 5:00
p.m., [Cincinnati, Ohio] time on September 6, 1991, unless prior to such time, Purchaser
has executed and mailed to Seller a fully executed original of this Contract and deposited
the Earnest Deposit with the Title Company. r
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_ rxne.LLns COUNTY FLA
OFF.REC.BK 7755 PG 16 O
r
EXECUTED by Seller this day of September, 1991.
ADDRESS: SELLER:
c/o Federated Department ALLIED STORES GENERAL REAL
Stores, Inc. ESTATE COMPANY, a Delaware corp.,
7 West Seventh Street successormerger L MAAS
Cincinnati, Ohio 45202 REALTY ORP., a co ration
Attention: Real Estate Dept. f
Michael J. McCormick By:
a e:
Title:
with copies to:
t
William K. Smith, Esquire Richard W. Reeves, Esquire
Jones, Day, Reavis & Pogue MCWhirter, Grandoff 4• Reeves
North Point 201 East Kennedy Blvd.,Suite 800
901 Lakeside Avenue Post Office Box 3350
Cleveland, Ohio 44114 Tampa, Florida 33601-3350
EXECUTED by Purchaser this S day of September, 1991.
ADDRESS: PURCHASER:
CITY OF CLEARWATER, FLORIDA
a municipol corpora oa
By:
Rita Garvey
As its Mayos....,%,.,
F N ` •
with a copy to: - G�• G.'�;
ATTEST:
Cynt a-E41rGoudeau- City: erk {
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IPFF.REC.BK 7755 PG 162,1
RECEIVED and accepted, together with the Earnest Deposit, this day of
September, 1991,by the undersigned:
c
TITLE COMPANY: '
i�•..
TICOR TITLE INSURANCE COMPANY ,.
Name• : I;,v
Title: rt�= (, G
7
GGF!
1�.
�f
r•
;x
j.
Ti..
i
f
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1108
r1NLLLnD t uuN 1 7 r c.n o
FF.REC.BK 7755 FG 1622
PARCEL 1:
Lot 3, less the Cast 15 feet thereof, and all of Lots 4 and 5, EDKXM HILL'S
SUBDIVISION, according to plat thereof recorded in Plat Book 9, page 36, public
records of Pinellas County, Florida.
-AND-
PARCE2. 2:
Lots 1, 1-A and 2, RdKPON'S i BASKIN'S CORRWrED MAP Of CAUSEWAY BUSINESS DISTRICT,
according to plat thereof recorded in Plat Book 57, pages 1 and 2, public records of
Pinellas County, Florida, less that part of Lot 2 described in O. R. Book 927, page
9 and Also Less that pert of Lots 1 and 1-A described in O. R. Book 1981, page 594
and Also Gess that part of Lot 2, lying within Cleveland Street and Drew Street,
said Parcel 2 being further described as follows:
Beginning at the Northeast corner of Got 1 of said R K ON'S i BASKIN'S COPI=rm MA.P
OF CAUSD,4kY BUSINESS DISTRICT" for a Point of Beginning; run thence South 1026117"
East along the East line of said Lot 1, 111.92 feet to the Southeast corner of said
Lot 1; thence North 89058126" bleat alocg the South line of said Got 1, 185.9 feet;
thence South 1026117" East, along the Last line of said Lot 1-A, 112.46 feet to the .
Southeast corner of said Got 1-A= thence North 89058126' i6est, along the South linea
of said Got 1-A, 381.62 feet; thenice along the arc of a curve to the right, whose
arc is 163.79 feet; who" radius is 679.29 feet; and whose chord is North 83003'55"
West, 163.49 feet; thence South 4049148" net along Easterly line of Lot 2, 19.72
feet; thence North 89058126" Mst along the South line of Lot 2, 32.9 feet; thence
North 4049148" faest, 218.16 feet; thence South 89058126" East, along the North line
of Lot 1, and said line extended, 561.58 feet; thence North 88097114" East, 210.85
feet to the Point of Beginning. gess that part of said Lot 2 lying within Cleveland
Street and Drew Street.
TOGETHER WITH:
All of the reversionary or reverter rights of the Grantor in and to the
following tracts: (1) the East 15 feet of Lot 3 of the aforesaid Edward Mills
Subdivision, retained under and by virtue of the Fee Simple Deed dated
September 24, 1940, to the City of Clearwater, Florida, as recorded in
Official Records Book 1570, Page 301, Pinellas County, Florida; (2) that part
of Lot 2 of the aforesaid Rompon's and Baskin's Corrected Map of Causeway
Business District, retained under and by virtue of the Indenture dated June
13, 1960, to the City of Clearwater, Florida, as recorded in Official Record
Book 927, Page 9, Pinellas County, Florida; and (3) that part of Lots 1 and
1-A of the aforesaid Rompon's and Baskin's Corrected Map of Causeway
Business District, retained under and by virtue of the Special Warranty Deed
dated January 6, 1961, to the State of Florida, for the use and benefit of the
State Road Department of Florida, as recorded in Official Record Book
1081, Page 594, Pinellas County, Florida.
SCHEDULE A
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1109
FF.REC.BK 7755 PO 1623
SPECIAL WARRANTY DEED
This SPECIAL WARRANTY DEED, Made this day of
1991, is between ALLIED STORES GENERAL REAL ESTATE COMPANY, a Delaware
corporation, successor by merger to CLEARMAAS REALTY CORP., a Florida
corporation, as Grantor, whose post office address is c/o Federated Department Stores,
Inc., 7 West Seventh Street, Cincinnati, Ohio 45202 (Atte: Michael J. McCormick) and
CITY OF CLEARWATER, FLORIDA, whose post office address is 112 South Osceola
Avenue, Clearwater, Florida 34616 (P. O. Box 4748, Clearwater, FL 34618-4748), as
Grantee. (All references to the parties herein shall include their heirs, personal
representatives, successors, and assigns; and when applicable the singular shall include
the plural, and the masculine shall include the feminine and neuter.)
WITNESSETH: That Grantor, for and in consideration of the sum of Ten and
No/100 Dollars ($10.00), to It in hand paid by Grantee, and other valuable consideration,
does grant, bargain, sell and convey, and by these presents has granted, bargained, sold,
and conveyed, to Grantee forever, the land in Pinellas County, Florida, legally described
on Schedule A.
TO HAVE AND TO HOLD the above described said property unto Grantee in fee
simple forever; and
THAT Grantor specially warrants title to said property and will defend the same
against the lawful claims of all persons whomever claiming by, through, or under said
Grantor.
EXECUTED the date first stated above in Pinellas County, Florida.
Signed, Sealed and Delivered
In the Presence of:
ALLIED STORES GENERAL REAL
(Signature) ESTATE COMPANY, a Delaware corp.,
successor by merger to CLEARMAAS
(Type or Print Name) REALTY CORP., a Florida corporation
By:
(Signature) Name:
Title:
(Type or Print Name) (Affix Corporate Seal Here)
This instrument was prepared by Grantor
and is to be returned to:
Leslie E. Joughin III
Lawson, McWhirter, Grandoff A Reeves
Post Office Box 3350
Tampa, Florida 33601-3350
SCHEDULE B
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1110
r LMt-'-LAS COUNTY FLA,
F.REC.BK 7755 F'G 1625
Ir
TICOR TITLE
INSURANCE Commitment for Title insurance
TM.OR TITLE INSURANCE COMPANY,(a stock company),a California corporation,herein called the Company,for a valuable
consideration, hereby commits to issue its policy or policies of title insurance, as identified in Schedule A. in favor of the
proposed Insured named in Schedule A.as owner or mortgagee of the estate or interest covered hereby in the land described
or referred to in Schedule A.upon payment of the premiums and charges therefor,all subject to the provisions of Schedules A
and B and to the Conditions and Stipulations hereof.
This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies
committed for have been inserted in Schedule A hereof by the Company, either at the time of the issuance of this
Commitment or by subsequent endorsement.
This Commitment is preliminary to the issuance of such policy or policies of tale insurance and all liability and obligations
hereunder shall cease and terminate one hundred eighty (180) days after the effective date hereof or when the policy or
Policies committed for shall issue,whichever first occurs, provided that the failure to issue such policy or policies is not the
fault of the Company.
This Commitment shall not be valid or binding until countersigned below by a validating signatory of the Company.
. F
i'
TICOR TITLE INSURANCE COMPANY
By President
Attest Secretary
Countersigned:
By
Validating Signatory
SCHEDULE C
COPYRIGHT. IM—AMERICAN LAND TITLE ASSOCIA7*N
TO 1423112 all Arnor4an LanO Tle.Auoew&a Cm wftwvo M.I a" CA' %Q ♦.n. .
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1111
TWOR TITLE 11W.,RANC� FF.REC.PK 7755 F'G 1626
TO 1424 (1-84) American Land Title Association Commitment
for Title Insurance -1966
SCHEDULE A
i
f
Commitment No, Effective Date of Cammitment:
2827C JUNE 7, 1991
Your No.: f
5872-630007
j .
Prepared For:
Inquiries Should be Directed to: Ticor Title Insurance Ca 3any
600 - lst Avenue North, Suite 204
St. Petersburg, Florida 33701
ATTN: Philip S. Ware
1. Policy or Policies to be issued: Amount
1
(a) X ALTA Owners Policy - Form B -1970 AMOUNT TO BE DETERMINED t
NOT TO EXCEED $5,000,000.00
Proposed Insured: "Proposed Purchaser"
(b) _ ALTA Loan Policy 1970 }
Proposed Insured:
2. The estate or interest in the land described or referred to in this
Commitment and covered herein is a Fee Simple.
3. Title to said estate or interest in said land is at the effective date
hereof vested in:
Clearmaas Realty Corp., a Florida corporation
4. The land referred to in this Commitment is located in the County of Pinellas
State of Florida and described as follows:
CONTINUED ON SCHEDULE A-4 ATTACHED HERETO AND MADE A PART HEREOF.
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1112
117C ,LMZ liUUN 17 f LA.
_.._t1FF.REC.BK 7755 PG 1627
SL141EDULE A-4 CONTINUED
NO. . 58270
PARCEL 1:
Lot 31 less the East 15 feet thereof, and all of Lots 4 and 5, MIAM MILL'S
SUBDIVISION, according to plat thereof recorded in Plat Book 9, page 36, public
records of Pinellas County, Florida.
-AND.-
PARCEL 2:
Lots 1, 1-A and 2, ROMPON'S & BASKIN'S CORRDCTED MAP OF CAUSEWAY BUSINESS DISTRICT
according to plat thereof recorded in Plat Book 57, pages 1 and 2, public records �f
Pinellas County, Florida, less that part of Lot 2 described in O. R. Book 927, page`
9 and Also Gess that part of Lots 1 and 1-A described in O. R. Book 1081, page 594
and Also Less that part of Lot 2, lying within Cleveland Street and Drew Street,
said Parcel 2 being further described as follows:
Beginning at the Northeast corner of Lot 1 of said ROMPON'S & BASKIN'S CORRBCTED
OF CAUSEWAY BUSINESS DISTRICT for a Point of Beginning; run thence South 1026117"
East along the Fast line of said Lot 1, 111.92 feet to the Southeast corner of said
Lot 1; thence North 89058126" West along the South line of said Lot 1, 185.0 feet; :.
thence South 1026117" East, along the East line of said Lot 1-A, 112.46 feet to th
Southeast corner of said Lot 1-A; thence North 89058126" West, along the South li
of said Lot 1-A, 381.62 feet; thence along the arc of a curve to the right,-whose J.:
Arc is 163.79 feet; whose radius is 679.28 feet; and whose chord is North 83003'55" .
West, 163.40 feet; thence South 4049148" East along Easterly line of Lot 2, 19.72 ti-
feet; thence North 89058126" West along the South line of Lot 2, 32.0 feet; thence°
North 4049148" West, 218.16 feet; thence South 89058126" East, along the North line
of Lot 1, and said line extended, 561.08 feet; thence North 88007'14" East, 210.85 ,
feet to the Point of Beginning. Less that part of -said Lot 2 lying within Clevela. -,
Street and Drew Street.
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1113
rs"t.A-tA16 GUUNTY FL
Qr)-,.wf1COR TITLE INt%AANCE OFF.REC.HK 7755 PB 1 28
PART I, SCHEDULE B 1
Commitment No.
2827C
I. The following are the requirements to be complied with:
Instruments necessary to create the estate or interest to be insured
must be properly executed, delivered and duly filed for record.
1. Deed from Allied Stores General Real Estate Company, a Delaware
corporation, successor by merger to Clearmaas Realty Corp., a Florida
corporation, to "Proposed Purchaser".
2. Securing for the file of the Company Certificate from a Florida Registered
Surveyor in form satisfactory to the Company certifying that description in
Parcel 2 of Schedule A-4 hereof is a correct and proper legal description,
copies deeds recorded in 0. R. Book 1199, page 171, 0. R. Book 2181, page
627, O. R. Book 927, page 9, 0. R. Book 1081, page 594 and 0. R. Book 1570,
page 301, Pinellas County records, attached for information.
3. Supplying the Company with the name(s) of the purchaser(s) for the purpose
of a general index search. This Commitment is subject to any matters
disclosed thereby and the Company reserves the right to make additional
requirements and/or exceptions as to such matters.
4. Final Order satisfactory to the Company approving the proposed sale in
compliance with the terms of Order Authorizing Debtors to Implement Certain
Strategies dated APRIL 11, 1991 in case styled: In the Matter of Federated
Department Stores, Inc., and Allied Stores Corporation, et al, United i
States Bankruptcy Court, Southern District of Chio, Western Division,
Consolidated Case No. 1-90-00130.
Opinion of Counsel for debtor, or other counsel acceptable to the Company,
that the above order is a final, non-appealable order, entered after proper `x
notice was given to all parties entitled to notice.
The Company reserves the right to impose additional requirements upon
review of the order and opinion letter above.
5. Securing and recording satisfaction of mortgage of that certain mortgage in
the original principal sum of $2,500,000.00, fran Cleannaas Realty Corp., a
Florida corporation to John Hancock Mutual Life Insurance Company, a
Massachusetts corporation, dated JUNE 21, 1961, filed JUNE 27, 1961, in O. T
R. Book 1199, page 198; which mortgage was modified as recorded in 0. R.
Book 2256, page 531, Pinellas County records.
6. Securing and recording a partial release of mortgage for property described
in Schedule A-4 hereof, of that certain mortgage from Clearmaas Realty
Corporation, a/k/a Clearmaas Realty Corp., a Florida corporation to
Citibank, N.A., dated SEPTEMBER 30, 1987, filed OC WER 7, 1987, in 0. R.
Book 6597, page 1300; which mortgage was modified by Modification and
Assignment of Mortgages, to The Prudential Insurance Company of America, A
Y,
CONTINUED
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1114
r. :: �;usfi w Amite .119 ; �z .r ;; PINELLAS COON 'FLA.
0411-WOR TITLE IN `AANCE � OFF.REC.Esl� 7�JJ PG 1629
PART I, SCHEDULE B CONTINUED
Caamitment No.
2827C
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New Jersey corporation, recorded in 0. R. Book 6663, page 535, 0. R. Book 6663, page _;
661 and 0. R. Book 6663, page 761; and modified by Modification recorded in 0. R. Book'
6682, page 822 and 0. R. Book 6682, page 1013, and restated Mortgage, Security
Agreement and Assignment of Leases and Rents recorded in 0. R. Book 6682, page 1124,
0. R. Book 6682, page 1195, 0. R. Book 6682, page 1339, 0. R. Book 6682, page 1522, 0. ,
R. Book 6682, page 1674 and 0. R. Book 6682, page 1855, and purportedly assigned by
Allied Mortgage Financing Corp, to The Prudential Insurance Company of America, by
Assignment recorded in 0. R. Book 6716, page 2249, and as modified as to Restated
Mortgage, Security Agreement and Assignment of Leases and Rents recorded in O. R. Bool:_,
6682, page 1124 by Modification recorded in O. R. Book 7151, page 716, Pinellas Count
records. i
7. Securing and recording a partial release for property described in Schedule A-4
hereof, of security interest held by Citibank, N.A., as Agent, as shown by Financing
Statement recorded in O. R. Book 6597, page 1355; which was assigned to The Prudentia
Insurance Company of America, recorded in O. R. Book 6663, page 781, Pinellas County
records.
8. Securingand recording a
ng partial release for property described in Schedule A-4
hereof, of security interest held by The Prudential Insurance Company of America, as
shown by Financing Statement recorded in O. R. Book 6716, page 2331, Pinellas County :
records.
9. Securing and recording a release of Assignment of Leases, Rents, Reciprocal Easement . `
Agreements and Operating Easement Agreements between Allied Stores General Real Estate
Company, "Assignor", and The Prudential Insurance Company of America, "Assignee",
recorded FEBRUARY 17, 1988, in 0. R. Book 6682, page 1314, Pinellas County records.
10. Securing and recording a release of Collateral Assignment of Agreements between Alli
Stores General Real Estate Company, a Delaware corporation, "Assignor", and The
Prudential Insurance C uipany of America, "Assignee", recorded FEBRUARY 17, 1988, in
R. Book 6682, page 1328, Pinellas County records.
11. Securing and recording a partial release for property described in Schedule A-4
hereof, of security interest held by Citibank, N.A., as shown by Financing Statement
recorded in 0. R. Book 6977, page 2027, Pinellas County records.
12. Securing and recording a release of Assignment between Allied Stores General Real
Estate Company, A1-Jordan Realty Corp., Auburndale Realty, Inc., Bampton Bays Plaza,
Inc., Jordan Sericenter, Inc., Sarammias Realty Corp. and Seattle-Northgate Company,
collectively "Assignors", and Citibank, N.A., "Assignee", recorded APRIL 13, 1989, i
0. R. Book 6977, page 2066, Pinellas County records.
13. Payment of 1990 Real Property Taxes.
14. Securing and recording releases or disclaimer from City of Clearwater for that portion
of Lot 2 of Roupon's G Baskin's Corrected Map of CausewayBusiness District, accordirx. ,
to plat thereof recorded in Pit Book 57, page 1, lying within the land described in
CONTINUED
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1115
FINECi
0 -TWOR W H HIS AANCE ..T OFF* F'r,FLA
OF1630
PART I, SCHEDULE B CONTI=
Cannitnent No.
2827C
Parcel II of Schedule A-4 hereof. MOTE: Copy
Resolution recorded in O. R. Book 4813,4,.
page 476, Pinellas County records attached wherein the'City of Clearwater purports t
own all said Lot 2. See Copies Deeds attached for Requirement No. 1.
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1116
1.1 !'PJ.: :: E 1.In=! 4 +
COR TITLE t S -RANG INE LAS�COUNTY FLA.
G 163
PART II, SCtiIDULE 8
tment
2827C
II. Schedule B of the policy or policies to be issued will contain exceptions
to the following matters unless the same are disposed of to the
satisfaction of the Catpany:
1. Defects, lieu, encumbrances, adverse claims, or other matters, if
any, created, first appearing in the public records or attaching
subsequent to the effective date hereof bust prior to the date the
proposed Insured acquires for value of record the estate or interest
or mortgage thereon covered by this Commitment.
2. Standard Exceptionst
(a) Rights or claims of parties in possession not shown by the public
records.
(b) Easements, or claims of easements, not shown by the public
records.
(c) Encroachments, overlaps, boundary line disputes, or other matters
which would be disclosed by 'an accurate survey'o' r inspection of
the premises. -
(d) Any lien, or right to a lien, for services; "labor, or material
heretofore or hereafter furnished, imposed by-law and not shown by
the public records.-
(a)
ecords,(e) Any adverse cli lm to any-portion of 'said, lark! ut.ich has been
created by artificial moans or has accreted to any such portion
so created and .riparian rights, if any.
3. Special Exceptions:
a. Taxes for the year 1990, and subsequent,thereto. -
b. Florida Power Corporation easement recorded in 0.: R•. •Book 936, page 149,
Pinellas County records, copy attached.
.i
c. Restrictions as-shown ait'plat by Plat•.Book 20,..page(s) 7, Pinellas
County records, as follofs-.
No building under two stories high:or its ,equfvalent in height, shall
ever be ezeeted'a�n'-thii property,- 2nd-story to cover not less than Set
of Let floor area. No residences, other than apartments and hotels shall
ever be erected on this property .
d. SAVING AND RESERVING unto the said Trustees of the Internal Improvement
Fund of the State of Florida, and their successors, title to an
undivided three-fourths of all phosphate, minerals and metals, and title
to an undivided one-half of all petroleum that may be in, on or under
the above described land, with the privilege to mine and develop the
same, as recorded in Deed Book 4031 page 309 and Deed Book 448, page
527, as modified by Deed Book 1542, page 511, Pinellas County records.
e. Reservation of easement for state Road right-of-sway as contained in Deed
Book 970, page 251, Pinellas County records, copy attached.
f. Terms, covenants, conditions, and other matters as set forth in Lease
dated NOVEMBER 1, 19651 between Clearmaas Realty Corp., as "Landlord",
CONTINUED
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1117
#rjj---7iC0R TiTtf. u4s..RANCE �oFF•r��c.�K JJ ��G 19
4
PART II, SCHEDULE B CONTINUED
Ccrwa tment No.
2827C
and Maas Brothers, Inc., as "Tenant', recorded in O. R. Book 2256, page 504,
and Amended and Restated Indenture of Lease between Allied Stores General Rea .z
Estate Company, "Landlord", and Maas, Inc., "Tenant", recorded in 0. R. Book
6716, page 2254, Pinellas County records, copies attached. .
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PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1118
_ PINELLAS COUNTY FLA.
H•
IF:F*REC#BK 7755
F'G 1633
SELLERS AFFIDAVIT
STATE OF OHIO )
COUNTY OF )
BEFORE ME, the undersigned notary public, personally appeared GARY J. NAY,
who, having been first duly sworn according to law, represents, warrants, deposes and
says:
1. He has personal knowledge of all matters set forth in this Seller's Affidavit.
2. He is the Vice President of Allied Stores General Real Estate Company, the
Owner ("Owner") of the fee simple title to certain real property (the"Property") situated #
in Pinellas County, Florida, legally described on Schedule "A", attached hereto and by
this reference incorporated herein, and is authorized to make this Affidavit on behalf of
the Owner. The street address of the Property Is
3. The Owner is not a foreign corporation, foreign partnership, foreign trust or
foreign estate (as those terms are defined in the Internal.Revenue Code and Income Tax
Regulations) for purposes of United States income taxation and for purposes of disclosure
under 26 U.S.C.A., Section 1445. The Owner Is a Delaware corporation whose Federal
Employer Identification Number is •
The Purchaser of the Property intends to rely on the foregoing
representations In connection with the United States Foreign Investment in Real
Property Tax Act (94 Stat. 2682, as amended). Owner understands that this certification
may be disclosed to the Internal Revenue Service by Purchaser and that any false
statement contained in this certification may be punished by fine, imprisonment, or both.
4. The Owner's title to and possession and enjoyment of the Property has been
open, notorious, peaceable, and undisturbed.
5. There are no disputes concerning the location of the boundary lines of the
Property as of this date.
6. There are no outstanding or unpaid taxes or assessments (pending or
certified) or any unpaid or unsatisfied mortgages, claims of lien, notices of
commencement, unrecorded easements, contracts for sale, agreements for deed, deeds,
or other matters that constitute or could constitute a lien or encumbrance against the
Property or any improvements on it or any part of it or against any personal property
located on It as of this date.
e
7. There are no security agreements, financing statements, title retention j
contracts, or personal property leases affecting any materials, fixtures, appliances,
furnishings, or equipment placed on or installed in or on the Property as of this date.
l
8. There are no actions, proceedings, Judgments, liens, or executions pending '
against the Owner as of this date, nor has an assignment for benefit of creditors been E
made at any time, nor is there now In effect any assignment of rents of the property or
any part thereof.
SCHEDULE D :
RE L/FedSA/910903
PINELLAS COUNTY FL OFF. REC. BK 22952 PG 1119
FINELLAS COUNTY FLA
r OFF#REC.HK 7755 PG 16 4
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9. 3
There are no unpaid bills of anY nature, either for labor or materials used It
making Improvements or repairs on the `_ •
or engineers Incurred In connection with tthe�Propertyor services of architects, surveyors,
FURTHER AFFIANT SAyETH NOT.
Gary J. Nay
Sworn to and subscribed before me
this day of 1991.
i.
Notary Public
My Commission Expires:
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REL/FedSA/910903 SCHEDULE D
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