ALLIED STORES GENERAL REAL ESTATE COMPANY - CLEARMAAS REALTY CORP (2)
.'
tt
..
)
I
CONTRACT FOR SALE AND PURCHASE
THIS CONTRACT FOR SALE AND PURCHASE ("Contract"), entered into as of
and dated the s+l- 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
Purchaser desires to buy, pay for, and receive all of Seller's right, title and interest in
and to said Property;
RE L/FedCont2/91 0903
-1-
/,2 "r) ll-Oj 0 I
"
,
,
I
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:
ARTICLE I
Sale aDd Purebase
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 ("Property"), and legally described on the attached Schedule A, which by
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 III.
ARTICLE n
Sale,fPurcbase 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
money deposit C'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
-2-
RE L/FedCont2/910903
I
I
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 m
Matters CoocemJng 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 if 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 IS' basis, and Purchaser expressly
acknowledges that, in consideration of the agreements of Seller herein, and except as
otherwise specified herein, Seller MAKES NO WARRANTY OR REPRESENTATION,
-3-
REL/FedCont2/910903
I
I
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 ITS 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 seq.; the Toxic
Substance Control Act, 15 U.S.C. ~ 2601 et ~.; 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 W
Title and Title Insurance
4.1 Title. Seller shall convey title to the Property by Special Warranty Deed
in the form of the attached Schedule B.
-4-
REL/FedCont2/910903
I
I
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, insuring
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 II, Schedule B, to be deleted: 2(a), 2(d), 3.a., and
3.f. 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.
5.2 Seller's Representations. Seller hereby represents and warrants to
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.
-5-
REL/FedCont2/910903
, I
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
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
-6-
RE L/FedCont2/91 0903
J
I
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 VB
ClosiD<<
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 llable 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 dellver or cause to be delivered each of the
following items to Purchaser:
(1) Special Warranty Deed in the form attached as
Schedule B, executed and acknowledged in recordable form;
(11) the title commitment endorsed through Closing;
(iii) Seller's AffIdavit in the form attached as
Schedule D; and
(1v) 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:
-7-
REL/FedCont2/910903
I
I
(i) said sale/purchase price in accordance with
paragraph 2.2 of this Contract; and
(ii) evidence acceptable to Title Company
authorizing consummation by Purchaser of all of its duties
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.
ARTICLB vm
Ouq~lty
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.
-8-
REL/FedCont2/910903
I
I
ARTICLE IX
Real Estate ColDlDi~ IDdelDDity
9.1 Indemnity. Purchaser and Seller represent to each other that no real
estate brokers, agents or finders' fees or commissions are due or will be due or arise in
conjunction with the execution of this Contract or consummation of the transactions
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 claimecl by
any person asserting his entitlement thereto at the alleged instigation of the
indemnifying party for or on account of this Contract or the transactions contemplated
hereby.
ARTICLE X
Termination aDd 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
Purchaser, Seller shall be entitled to receive and retain the Earnest Deposit, as
liquidated damages, and not as a penalty, and the parties agree that the amount of the
Earnest Deposit has been agreed upon in view of the impossibility of accurately
determining Seller's damages as a result of Purchaser's failure to perform the covenants
and agreements to be performed by Purchaser hereunder. In the event that Purchaser
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
defaults in performing its obligations hereunder, the non~efaulting party in addition to
other remedies set forth above, shall have the right to specific performance.
-9-
RE L/F edCont2/91 0903
I
J
ARTICLE XI
A~meot of Contract
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 XU
~1~
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,
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
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
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, if personally delivered or by an overnight
or other courier service, or (b) whether or not actually received, when deposited in the
United States mail, postage prepaid, certified mall, return receipt requested, addressed
to the Seller or Purchaser, as the case may be, at the address set opposite the signature
of such party hereto.
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.
RE L/FedCont2/91 0903
-10-
I
I
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 TIllS CONTRACT, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND THE
INTERPRETATION, IMPLEMENTATION AND ENFORCEMENT OF THIS CONTRACT;
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 fees and expenses, including reasonable attorneys'
fees.
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.
-11-
REL/FedCont2/910903
I
I
12.12 Severability. If any provisions of this Contract are held to be illegal,
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
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
effective unless made in writing and executed by both Seller and Purchaser. In the event
any approval or consent is required pursuant to any provision of this Contract, such
approval or consent shall be deemed given only if it is in writing, executed by the party
whose approval or consent is required.
12.14 Radon Gas Notification. As required by Section 404.056(8), Florida
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 are
exposed to it over time. Levels of radon that exceed
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.
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
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.
-12-
RE L/FedCont2/91 0903
t
,
EXECUTED by Seller this _ day of September, 1991.
ADDRESS:
SELLER:
c/o Federated Department
Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio 45202
Attention: Real Estate Dept.
Michael J. McCormick
ALLIED STORES GENERAL REAL
EST ATE COMPANY, a Delaware corp.,
successor merger to CLEARMAAS
REALTY ORP., 1 ri rporation
By:
with copies to:
William K. Smith, Esquire
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Richard W. Reeves, Esquire
McWhirter, Grandoff & Reeves
201 East Kennedy Blvd., Suite 800
Post Office Box 3350
Tampa, Florida 33601-3350
+'\
EXECUTED by Purchaser this ~ day of September, 1991.
ADDRESS:
PURCHASER:
By:
with a copy to:
ATTEST:
c-
.L
.....;:.:-..,,-
-. -
...... -.,-
, .....
-13-
RE L/FedCont2/91 0903
1
1
RECEIVED and accepted, together with the Earnest Deposit, this
September, 1991, by the undersigned:
~ L ~JrP.r
G~
day of
TITLE COMPANY:
TICOR TITLE INSURANCE COMPANY
By: (l~~4~
Name:~. , i..e... S. ()./ ';\.. ~
Title: J.-.,;." J<'? /-,f f,... 0 ~Uv
-14-
REL/FedCont2/910903
,PA.RCEL 1:
I
I
Lot 3, less the East 15 feet thereof, and all of Lots 4 aoo 5, !IJIlARD MILL'S
SUBDIVISION, according to plat thereof recorded in Plat Book 9, page 36, public
records of Pinellas County, Florida.
-AK)-
PA.RCEL 2:
Lots 1, l-A aoo 2, Ra4PON'S , BASKIN'S CORREX:TID M&\P OF CAUSeNAY 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 part of Lots 1 and 1-A described in O. R. Book 1981, page 594
aoo Also Less that put of Lot 2, lying within Cleveland Street and Drew Street,
said Parcel 2 being further described as follows:
Begiming at the Northeast comer of Lot 1 of said RQUlON'S , BASKIN'S CORREX:TID MAP
OF CAUSDiAY BUSINESS DISTRICT for a Point of Begiming; run thence South 1026' 17"
East along the Fast line of said Lot 1, 111.92 feet to the Saltheast corner of said
Lot 1; thence North S9058'26. Nest along the South line of said Lot 1, lS5.9 feet;
thence South 1026'17. East, along the last line of said Lot 1-A, 1l~.46 feet to the
Southeast corner of said Lot 1-A; thence North S9058' 26. West, along the South line
of said Lot 1-A, 3S1.62 feet; t:twx:e along the arc of a curve to the right, whose
arc is 163.79 feet; whose radius is 679.21 feet; and whose chord is North 83093'55"
West, 163.49 feet; thence South 4049'48" East along Easterly line of Lot 2, 19.72
feet; thence North S90S8' 26" Nest along the South line of Lot 2, 32.9 feet; thence
North 4049'48" West, 218.16 feet; thence South SgOSS'26. East, along the North line
of Lot 1, and said line extended, 561.18 feet; thence North S8017'14" East, 219.85
feet to the Point of Beginning. Less 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
I-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
I
,
SPBCIAL 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 (Attn: 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 asslgn~ 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:
(Signature)
(Type or Print Name)
ALLIED STORES GENERAL REAL
ESTATE COMPANY, a Delaware corp.,
successor by merger to CLEARMAAS
REALTY CORP., a Florida corporation
(Signature)
(Type or Print Name)
This instrument was prepared by
and is to be returned to:
By:
Name:
Title:
(Affix Corporate Seal Here)
Grantor
Leslie E. Joughin ill
Lawson, McWhirter, Grandoff & Reeves
Post Office Box 3350
Tampa, Florida 33601-3350
SCHEDULB B
RE L/FedGWD/91 0903
I
I
STATE OF FLORIDA
COUNTY OF
)
)
)
The foregoing instrument was acknowledged before me this _ day of ,
1991, by as of Allied Stores General Real
Estate Company, a Delaware corporation, on behalf of the corporation.
(Signature)
(Type or Print Name)
Notary Public
My Commission expires:
- 2
SEE PLANS IN FILE
I
I
/ ~ODO'7
~
.j
!1.f. TICOR TITLE
:I INSURANCE
Commitment for Title Insurance
TlCOR TIRE 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 title 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_
TICOR TITLE INSURANCE COMPANY
By
President
Attest
~;:~
Secretary
Countersigned:
if~ ~/W~
Validating Signatory
By
SCHEDULE C
COPYRIGHT, 1966 - AMERICAN LAND TITLE ASSOCIATION
..
-.'W'._ ad.
1i.lJllllll
TO 1423112-89) American Land Title Asaociation Commitment _ 1968
CAT_ NO. NNOO324
IJ!!COR TITLE oIN,URANCE I
. TO 1424 {1-84} American Land Title Association Commitment
for Title Insurance -1966
SCHEDULE A
Coomi t:roont No.
2827C
Effecti ve Date of Canni t:nent:
JUNE 7, 1991
Your No.:
5872-630007
Prepared For:
Inquiries Should be Directed to: Ticor Title Insurance Company
600 - 1st Avenue North, Suite 204
St. Petersburg, Florida 33701
A'ITN: Philip S. Ware
1. Policy or Policies to be issued:
Amount
{a} X ALTA OWners Policy - Fonn B -1970
AKXJNT TO BE DETERMINED
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
Comni t:roont and covered herein is a Fee Si11t>le.
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 Camri.tment is located in the County of pinellas
State of Florida and described as follows:
a:>NTINUED ON SOIIDULE A-4 A'M'ACHED HERETO AND MADE A PART HEREOF.
- 1-
(tIJ!!COR TltlEIN~RANCE
I
SCHEDULE A-4 CONTINUED
NO. 2827C
PARCEL 1:
Lot 3, less the East 15 feet thereof, and all of Lots 4 and 5, EI:MARD 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, I-A and 2, ROMPON'S & BASKIN'S CORROCTED 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 part of Lots 1 and I-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 Ra-tPON'S & BASKIN'S CORROCTED MAP
OF CAUSEWAY BUSINESS DISTRICT for a Point of Beginning; run thence South 1026'17"
East along the East line of said Lot 1, 111.92 feet to the Southeast corner of said
Lot 1; thence North 89058' 26" West along the South line of said Lot 1, 185.0 feet;
thence South 1026'17" East, along the East line of said Lot I-A, 112.46 feet to the
Southeast corner of said Lot I-A; thence North 89058' 26" West, along the South line
of said Lot I-A, 381.62 feet; thence along the arc of a curve to the right, whose
arc is 163.79 feet; whose radius is 679.20 feet; and whose chord is North 83093'55"
West, 163.40 feet; thence South 4049'48" East along Easterly line of Lot 2, 19.72
feet; thence North 89058' 26" West along the South line of Lot 2, 32.0 feet; thence
North 4049'48" West, 218.16 feet; thence South 89058'26" East, along the North line
of Lot 1, and said line extended, 561.98 feet; thence North 88007'14" East, 210.85
feet to the Point of Beginning. Less that part of said Lot 2 lying wi thin Cleveland
Street and Drew Street.
- 1-
. -
fIB !!COR TITLE IN~URANCE
I
PART I, SCHEDULE B
Ccmni tment 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 frcm Allied Stores General Real Estate Canpany, 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 frcm 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 O. R. Book 1199, page 171, O. R. Book 2181, page
627, O. R. Book 927, page 9, O. R. Book 1981, page 594 and O. R. Book 1579,
page 391, Pinellas County records, attached for information.
3. Supplying the COrlpany with the name(s) of the purchaser(s) for the purpose
of a general index search. This Coomitment is subject to any matters
disclosed thereby and the Corrpany reserves the right to make additional
requirements and/or exceptions as to such matters.
4. Final Order satisfactory to the Coopany approving the proposed sale in
compliance with the terms of Order Authorizing Debtors to nmplement Certain
Strategies dated APRIL 11, 1991 in case styled: In the Matter of Federated
Department Stores, Inc., and Allied Stores Corporation, et al, United
States Bankruptcy Court, Southern District of Cbio, Western Division,
Consolidated Case No. 1-99-99139.
q>inion of Counsel for debtor, or other counsel acceptable to the Ccmpany,
that the above order is a final, non-appealab1e order, entered after proper
notice was given to all parties entitled to notice.
The Conpany reserves the right to inpose additional requirements upon
review of the order and opinion letter above.
5. Securing and recording satisfaction of IOOrtgage of that certain IOOrtgage in
the original principal sum of $2,599,999.99, frcm Clearmaas Realty Corp., a
Florida corporation to John Hancock totltual Life Insurance Coopany, a
Massachusetts corporation, dated JUNE 21, 1961, filed JUNE 27, 1961, in O.
R. Book 1199, page 198; which IOOrtgage was IOOdified as recorded in O. R.
Book 2256, page 531, Pinellas County records.
6. Securing and recording a partial release of IOOrtgage for property described
in Schedule A-4 hereof, of that certain IOOrtgage frcm Clearmaas Realty
Corporation, a/k/a C1earmaas Realty Corp., a Florida corporation to
Citibank, N.A., dated SEPTFM3ER 39, 1987, filed OCTOBER 7, 1987, in O. R.
Book 6597, page 1399; whidl IOOrtgage was IOOdified by Modification and
Assignnent of Mortgages, to The Prudential Insurance Company of America, A
CONTINUED
- 2-
. .
IJ T!COR TITLE IN~RANCE
I
PART I, SCHEDULE B CONTINUED
Ccmni tment No.
2827C
New Jersey corporation, recorded in O. R. Book 6663, page 535, O. R. Book 6663, page
661 am O. R. Book 6663, page 761; am IOOdified by Modification recorded in O. R. Book
6682, page 822 and O. R. Book 6682, page 1013, and restated Mortgage, Security
Agreement and Assignment of Leases and Rents recorded in O. R. Book 6682, page 1124,
O. R. Book 6682, page 1195, O. R. Book 6682, page 1339, O. R. Book 6682, page 1522, O.
R. Book 6682, page 1674 and O. R. Book 6682, page 1855, and purportedly assigned by
Allied Mortgage Financing Corp, to The Prudential Insurance Company of America, by
Assignment recorded in o. R. Book 6716, page 2249, and as IOOdified as to Restated
Mortgage, Security AgreE!llent and Assigrment of Leases and Rents recorded in O. R. Book
6682, page 1124 by Modification recorded in O. R. Book 7151, page 716, pinellas County
records.
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 Prudential
Insurance Coopany of America, recorded in O. R. Book 6663, page 781, pinellas County
records.
8. Securing and recording a 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 Assigr.m:mt of Leases, Rents, Reciprocal Easement
Agreements and Operating Easement Agreements between Allied Stores General Real Estate
Company, "Assignor", and The Prudential Insurance Carpany of Arnerica, "Assignee",
recorded FEBRUARY 17, 1988, in O. R. Book 6682, page 1314, Pinellas County records.
10. Securing and recording a release of Collateral Assignment of Agreements between Allied
Stores General Real Estate Coopany, a Delaware corporation, "Assignor", and '!be
Prudential Insurance Calpany of Arnerica, "Assignee", recorded FEBRUARY 17, 1988, in O.
R. Book 6682, page 1328, Pinel1as 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 Statanent
recorded in O. R. Book 6977, page 2927, Pinellas County records.
12. Securing and recording a release of Assignment be~n Allied Stores General Real
Estate Canpany, Al-Jordan Realty Corp., Auburndale Realty, Inc., Hampton Bays Plaza,
Inc., Jordan Sericenter, Inc., Saramaas Realty Corp. and Seattle-Northgate Ccnpany,
collectively "Assignors", and Citibank, N.A., "Assignee", recorded APRIL 13, 1989, in
O. 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 Rompon's & Baskin's Corrected Map of CausewayBusiness District, according
to plat thereof recorded in PIt Book 57, page 1, lying within the land described in
CONTINUED
- 3-
. .
-1liJ !!COR TITLE IN~URANCE
~
I
PART I, SCHEDULE B CONTINUED
Ccmni tment No.
2827C
Parcel II of Schedule A-4 hereof. NOTE: Copy Resolution recorded in O. R. Book 4813,
page 476, Pinellas County records attached wherein the City of Clearwater purports to
own all said Lot 2. See Copies Deeds attached for Requiranent No.1.
- 4-
,.' 'TICOR TITLE I~RANCE
I
PART I I, SOiEDULE 8
&mni anent No.
2827C
~...
I I. 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 ~y:
1. Defects, liens, encumbrances, adverse claims, Or other matters, if
any, created, first appearing in the public records or attaching
subsequent to the effective date hereof but prior to the date the
proposed Insured acquires for value of record the estate or interest
or mortgage thereon covered by this Cannitment.
2. Standard Exceptionsa
(a) Rights or claims of parties in possession not shown by the public
records.
(b) Easements, or claims of easanents, not shown by the public
records.
(e) Encroachments, overlaps, boundary line disputes, or other matters
wich would be disclosed by anaeCuratesu~-.Qr inspection of
the premises. ..' ... '.. . .... c. ..: ..... ..
(d) Any lien, or ri.Sht to a lier)" Jo'r services, labor, Or material
heretofore or h~reafter furniljbed,-inpoSedby-.law and not shown by
the public J:i.!COrd$..-,__.. ..... .. .'. ...- ......
(e) Any adver~claimtoanY'PQrtiorl._Qf..~id~~ndW\lich baa been
created bY'aitif!ciial means or hasaccrebiQ to any such portion
so crea~W .riparfan dghts,ifan~. .. ~- '
3. Special Except!~~:.. , .
, . .,. , -
a. Taxes for the y~r 1990, arid_~~~ ,.~ret~~
. '" ',,' "
b. Florida PowerCOqlOrt\tion easerl20t recordec;1 in 0..: R:,i.,Book 936, page 149,
Pinellas Countyrecord$, copy at~ed. ,'. . ,
c. Restrictions as' shown a:t-plat by Pltit(Book 20,:-page (s) 7, Pinellas
County records,aIt,fo1lot1s...-_,.>.,. .- _ _'-
No building un4e~two-.~tories~ig}'l: or lts,equivalent in height, shall
ever be erected:on_-thisproperty.,_,2nd_ storY to cover not less than 59%
of 1st 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 Inprovement
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 privileqe to mine and develop the
8aIre, as recorded in Deed Book 403, page 309 and Deed Book 448, page
527, as modified by Deed Book 1592, page 511, Pinellas County records.
e. Reservation of easement for state Road right-of--.way as contained in Deed
Book 979, page 251, Pinellas County records, copy attached.
f. Tenos, covenants, conditions, and other matters as set forth in Lease
dated NOVE21BER 1, 1965, between CleaImaas Realty Corp., as "Landlord",
CONTINUED
- 5-
.5' :liCOR TITLE INfURANCE
I~-.
PART II, SCHEDULE B CONTINUED
Carnii 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 Real
Estate Company, "Landlord", and Maas, Inc., "Tenant", recorded in O. R. Book
6716, page 2254, pinellas County records, copies attached.
6 -
.
I
,
SBLLHR'S AFFIDAVIT
ST A TE 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 II 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.
7. There are no security agreements, financing statements, title retention
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.
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
made at any time, nor is there now in effect any assignment of rents of the property or
any part thereof.
SCHEDULE D
REL/FedSN910903
.
I
,
9. There are no unpaid bills of any nature, either for labor or materials used in
making improvements or repairs on the Property, or for services of architects, surveyors,
or engineers incurred in connection with the Property.
FURTHER AFFIANT SA YETH NOT.
Gary J. Nay
Sworn to and subscribed before me
this day of
, 1991.
Notary Public
My Commission Expires:
SCHEDULE D
RE LlFedSA/91 0903