RICHARDS-GILKEY
,...' '..nHl"(U~, l:lILKEY P. R.
TEL 813-446-~41
P. 2
I
I
LAW O,.,.tCES
RICHAROS, COII..KE:'Y, "'IT!!:. SLAUGHTER. PRATESI & WARe. ,,"-A..
RIC.....RD5 BUilDING
1253 .ARK ST"I:CT
"ALPN "IC"'A_D. ('..3.,Q80)
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... CARt-TON W"""'D
CYNTMIA I. ....ee
"Alii'" C. YI.....IIiC..
CL.E....RW....TER. F"1..0RI0.... 34616
TEL: (a'3) ~:J.3Zal
"AX: (813) ~6.37..,
WILL-LAN W. GU_Ill;~
WILL.""'" .... ~C""H.IE
~ COU..,5l'L
pIIOfIIT pnCHI;'Y O"'".,ca:.
CA. 5"'" OYO""""
NOVember 17, 1993
tn.~ U.s.. I. . a&.IlTC ~o..
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Michael Wright
city Manager
City or clearwater;
P.O. BOX474~
Clearwater, Florida 34618-4748
RE: Sun Bank BUilding
Dear Mike:
I received on November 15, 1993, a letter from Rusty Mackey,
attorney for the Buyer of the Sun Bank Building, a copy of which is
enclosed. Since the date of that letter, I have had a phone
discussion with Rusty concerning the "pending action" provision of
the contract. As you will remember we furnished Rusty copies of
the correspondence between Michael Hooker, Al Galbraith as well as
the request for the Attorney General opinion and a copy or the
Attorney General's opinion.
Based on the documentation forwarded to the Buyer, the Buyer
has taken the position that the uncertainty revolving around a
potential claim which may be asserted by Commissioner Thomas is
sufficient enough for them to demand that as ot the time of closing
they be furnished with a waiver trom Commissioner Thomas and his
attorney as to any issues relative to the acquisition of the Sun
Bank Building and that any such iSQUSQ are moot and that the
Buyer's title will not be ar!ectad by any of the assertions made by
commissioner Thomas or hiS! counsel and submitted to the Buyer tor
his review. .
Atter you have reviQwQd this with oommissioner Thomas and his
counsel, I would request that you contact me so that we may
formulate the appropriate response to Buyar and his counsel.
EGP\nn
EnClosures
yours,
JO ,,',
r:!~.~)
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NOV-15-93 HeN 15:34
n~~~'~!LKCT ~.H.
TEL 813-446-~41
FAX NO. 40~PQ4&.
P. 3
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~1 ChaItlam Lane, SWte 110
Co/umbUA, Ohio 43221
P. 01
I
November 15, 1993
T elephant)
(514) 457.1511
Fax
(61~) 457.1.514
Emil Prates! ~
Richard&, Gilkey, Fite,~ Slaughter,
Pratesi &: Ward, P.A.
Ric.bards Building
1253 Park Street
Clearwater, FL 34616
Re: Title and Closing Conditions
Dear Emil:
We received fax copies of various title issues.
;(~ )If'
1.Z~1- I
7tJ.
~
1. We still do not have mOre than the fIrst page of "Resolution No. 934".
2. We cannot accept the pending action exception. We are particularly COIlCa'Iled
that the issue of the City's authority was being pursued while we were under
agreement to purchase the property. I do not see any alternative but to, request the
initiating parties to withdraw tilis challenge 80 thar this em be removed and an
affirmative opinion rendered on behalf of the seller satisfactory to us and the tide
company. This is of particular concern now that we are being asked to accept an
escrow closing. '
3 . We will need an assignment of all previous developmeLlt rights in a manner
similar to the prior assigmnentB of record. The transfer to the City by the former
lender should not extinquish these agreements that run with the land and might be
cOrulidcred to be e:ninguished by the City's taking title. The City will similiarly
be requested to acknowledge this aBsignment and the continued viability of the
prior agreements, the benefits rhereof, and the current status of any payments
required therein.
NDV-lb-93 MON 15;35 CE 1ION TOUER LTD
I
---- r'J.~~.UJ.L..I\CT~......
TEL 813-446-1741
FAX NO. 407,ptl-tL
p, 4
P. D2
I
I
Emil Pratesi
Page:: 2
Nov. 15. 1993
4. We will need a COpy of the January 8, 1990, Mllint.Anrmce ~ Operation
Agreement referred to in Resoludon No. 93-{i8. This resolution refers to the
Agreement tllae will be modified contingent upon the City's prior approval. We
will need to pre-approve this agI'cement and any changes thereto. We will also
need to approve the fonn of the casement for the mainteIlAnce of the raised
walkway and the suppOrting structures.
.(
~1'~
oJ;?
S. Page 1. of Resolution 93-4 contaim several "subject to's". ~ there more on "
the subsequent pages?
6. I have several wmmcrus on tho escrow agreement which r will review With
you by phoIltl.
7. There:: ha3 been a /Scric~ of racher complicated descriptions regardng the air I
r;ights, garage, and Walkways. To keep thing3 .1implc:: we mould provide for a quit
claim deed from the City and the eRA for all rights as 300n as we close on the I
second half of the garage. This agreement or modification to one of the existing
agreements should be agreed to now. ~
--a. Please call me to review the Schedule "B" - Seeton IT ~tions you will be
tieleting at closing. We will require that the survey exception be deleted so letE
be sure, of course, the 3urvey endorsements are satisfactory to you for this
purpose. What are the Special District AssessmeDl8?
J
f~{)
9. Should we have an acceptance IO the assigmuem of the insurance claim for tho / d<"':';4~.
Walkway? It is critical tb.at this long aWaited repair gets completed. a.'l SOOn as '(yP I
possible. - a...u.- ~ ~~-tD dJ>
10. J have enclosed a brief outline (unedited) of the chain of title as compilod
from the title of exhibits. Please review for accuracy. We will be talking daily
to keep the documents roHing.
~=.
~y, Jr.
, .
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,'-'- 1..l....J -.......C"'- I (41
FAX NO:-~4.. ;--'
P. 5
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'-'P.U3
:DRA rT
w:rI.:.:uM MJl..CK, DAVID rc.cr, AND ElUU. r. MA.cx PRINCIPALS AND LOAN
(GtJARNToRS)
1. DEiVRLOPMENT AGREEMENT (Rl!:DEVBLOPMENT) JULY 14, 1.963
see legal description~
2. AMENDMENT TO DEVELOPMENT _ .roLY .20, 1.96"
SUBsnnrrnro IZI'TER OF <:RED I l'
3 - WAARJunoy DEm OCTOBER:29, 198'
CRA '1'0 JK PINANCIAL
LOTS 1,2,3,AND 4 BLOCK 13 WITH ALL~YWAY
RAILROAD RIGHT OF WAY
SUBJECT TO DEVEr.. AGREEMENT
4. CONDITIONhL ASSIGNMENT OF MUNICIPAL AGRB2MENS l2-1~-8~
JX FINANCIAL BOJti{OWER TO CITICORP UNDER
S. WARRANTY DEED JULY 10, 1986 - P~orted non-exclusivp.
easement (gubjec to dQvelop~ent agreement)
au TO JK FINANCIAL
TRANSFER. OF -.AIR RIGHTS,
CHECX LZGAL DESCRIPTION
5. ASSIGmtENT AND ASSUMPTION Oii' M'ONCIP.AL AGREEMRNTs -12-JO-87
JX FINANCIAL ASSIGNOR TO MARIA ASSIGNEE
7. 11 NO CONSENT (DEVELOPMENT AGREEMENT REQUIRES WRI'l.T"...N CONSENT OP
BOTH CRA AND CITY - - W".dER.E IS IT?????
8. ASSIGNMENT AND ASSUMPTION OF MUNICIPAL AGREEMEN'rs _ MAY 31, 68
MARIA RUL ESTATE ASSIGNOR TO MACK ASSIGNEE
WITH OFFSET AVAILABLE TO ASSIGNOR IF
ASgICNE~ DOES NOT PAY 7?
OPPSEl' AGAINST CInColtP D2!;BT OR GUARANTY
9 - CONSEN'r TO ASSIGNMENT JULY 8, 1988
SIGNED BY CITY ;UID CRA
ESTOPPEL THIS TIME REFERENCES SPECIFIC
~~~~ ~'LH~U~.51LKEY P.A.
ra 813-446-~41
FAX NO. 407--18..dl
P.04
" "
NOV-lS-S3 HON 15:36
,n ON 1UIER L TO
I
CF
I
PARAGRAPHS
10. ASSIGNMENT MAY 1, 19.90, MACK 1'0 MARIA RnAL B.9TA.~
ASSIGNED DEVIi:LQpAU!:llrr AGMT., L~B OF
OP GARAGE, PARKING tlltVEL MONIC AGMTS
11 . CONSENT TO ASSIGNMENT AOGUS'l' 21, 19.90
SIGNED BY CITY AND CRA
ESTOPPEL AGREEMEN'l's CUR.RENT IN FORCE
PAID C'ORREN'!'
12. WARR.ANTy OEm MARCH 29, 1993
MARIA REAL ESTATE '1'0 CITY OF CLEARWATER
SEE PERMITED EXCEPTIONS
p, 6
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I!.I"UL G. ~ATCJi'
". CAltLTO.. .."D
RICHARDS. GILKEY, ,.ITE:. SLAUGHTER. PRATES I &. WARD, P."'.
AlC:W...fItDS .Utf...O'NG
1~621 ......-1< STIllIEET
CLLA.RWATER, ",LOR1DA 34616
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TELECOPIER COVER LETTER
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