MARIA REAL ESTATE INC (6)
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Atrium/Clearwater I
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SALE-PURCHASE AGREEMENf
between
MARIA REAL ESfATE INC.,
Seller
and
THE CITY OF CLEARWATER, FLORIDA
Purchaser
Dated as of March 29, 1993
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TABLE OF CONTENTS
Sale of Premises
purchase Price
Apportionments
Closina Date
Permitted Encumbrances
Violations
Representations and warranties
Closina Expenses
Documents to be Delivered Bv Seller at Closina
Documents to Be Delivered bv purchaser at Closinq
Tax proceedings
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15
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As-Is
Broker
Access to Records
Notices
Miscellaneous
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( i)
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TABLE OF EXHIBITS AND SCHEDULES
EXHIBIT "B"
Legal Description of the Land
Legal Description of Air Space
EXHIBIT "A"
EXHIBIT "c"
Permitted Encumbrances
EXHIBIT "0"
Rent Roll
EXHIBIT "F"
Form of Assignment and Assumption
of Leases and security Deposits
Assignment and Assumption of contracts
and Licenses
EXHIBIT "E"
EXHIBIT "G"
Blanket Conveyance, Bill of Sale and
Assignment
EXHIBIT "H"
Form of Notice to Tenants
SCHEDULE "1"
contracts
SCHEDULE "2"
Pending Actions
(ii)
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TABLE OF DEFINED TERMS
The following capitalized terms are defined in the
respective sections of the Agreement identified below:
"Actions" - as such term is defined in section 7(a} (v) of
the Agreement.
"Additional Rents" - as such term is defined in Section 3(c}
of the Agreement.
"Agreement" - as such term is defined at the outset of the
Agreement.
"Air space" - as such term is defined in section 1 of the
Agreement.
"Air Space Improvements" - as such term is defined in
section 1 of the Agreement.
"Bill of Sale" - as such term is defined in section 9(f} of
the Agreement.
"Buildings" - as such term is defined in section 1 of the
Agreement.
"Carteret" _ as such term is defined in section 12 (a) of the
Agreement.
"Carteret Lease" - as such term is defined in section 12 of
the Agreement.
"Closing" - as such term is defined in section 4 of the
Agreement.
"Closing Date" - as such term is defined in Section 4 of the
Agreement.
"Closing statement" - as such term is defined in section
9(n} of the Agreement.
"contracts" - as such term is defined in section 9(c} of the
Agreement.
"contract and License Assignment" - as such term is defined
in section 9(c} of the Agreement.
(iii)
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"Deed" - as such term is defined in section 9(a) of the
Agreement.
"Development Agreement" - as such term is defined in section
1 of the Agreement.
"FIRPTA Affidavit" - as such term is defined in section 9(1)
of the Agreement.
"Governmental Authority" - as such term is defined in
Section 6 of the Agreement.
"Land" - as such term is defined in Section 1 of the
Agreement.
"Lease Assignment" - as such term is defined in Section 9(b)
of the Agreement.
"Leases" - as such term is defined in section 7(a) (iii) of
the Agreement.
"Licenses" - as such term is defined in Section 9(C) of the
Agreement.
"Permitted Encumbrances" - as such term is defined in
section 5(a) of the Agreement.
"Personal property" - as such term is defined in section 1
of the Agreement.
"Premises" - as such term is defined in section 1 of the
Agreement.
"Project Information" - as such term is defined in Section
12(a) of the Agreement.
"Purchase Price" - as such term is defined in section 2 of
the Agreement.
"Purchaser" - as such term is defined at the outset of the
Agreement.
"Purchaser's Documents" - as such term is defined in section
7(b)(ii) of the Agreement.
"Real Property" - as such term is defined in section 1 of
the Agreement.
(iv)
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"Realtor" _ as such term is de(ined in section 13 of this
Agreement.
"Rent Roll" - as such term is defined in section 7(a) (iii)
of the Agreement.
"Seller" _ as such term is defined at the outset of the
Agreement.
"Seller's Affiliates" - as such term is defined in section
16(e) of the Agreement.
"Seller's Documents" - as such term is defined in section
7(a)(ii) of the Agreement.
"Title commitment" - as such term is defined in section
5(b)(i) of the Agreement.
"Title Company" - as such term is defined in section 5(b) (i)
of the Agreement.
"Violations" - as such term is defined in section 6 of the
Agreement.
(v)
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Atrium/Clearwater
SALE-PURCHASE AGREEMENT (the "Agreement"), dated as of the
29th day of March, 1993, between MARIA REAL ESTATE INC., a
Florida corporation, having an office at 2502 Rocky point Road,
suite 695, Tampa, Florida 33607 ("Seller"), and THE CITY OF
CLEARWATER, FLORIDA, a Florida municipal corporation, having an
address at 112 S. Osceola Avenue, Clearwater, FL 34616
("purchaser").
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WHEREAS, Seller is the owner of the premises (as defined in
Section 1) located at 601 Cleveland street, Clearwater, Florida
and commonly known as the "Atrium at Clearwater square"; and
WHEREAS, Seller and purchaser desire to enter into an
agreement whereby, subject to the terms and conditions contained
herein, Seller shall sell the Premises to purchaser and purchaser
shall purchase the Premises from Seller.
NOW, THEREFORE, in consideration of ten ($10.00) dollars and
the mutual covenants and agreements hereinafter set forth, and
intending to be legally bound hereby, it is hereby agreed as
follows:
1. Sale of Premises.
Seller agrees to sell and convey to Purchaser, and purchaser
agrees to purchase from Seller, at the price and upon the terms
and conditions set forth in this Agreement, all those certain
plots, pieces and parcels of land located in the city of
Clearwater, County of pinellas and state of Florida, as more
particularly described in Exhibit "A" annexed hereto and made a
part hereof (the "Land"), together with (i) all those volumes of
air space located in the City of Clearwater, county of pinellas
and state of Florida described on Exhibit "B" annexed hereto and
made a part hereof (collectively, the "Air Space"), (ii) all
buildings and other improvements situated on the Land
(collectively, the "Buildings"), (iii) all right, title and
interest of Seller in and to all buildings and other improvements
situated in the Air Space (collectively, the "Air Space
Improvements"), (iv) all right, title and interest of Seller in
and to all easements, rights of way, reservations, privileges,
appurtenances, and other estates pertaining to the Land and the
Buildings including, without limitation, the right, title and
interest of Seller under the Development Agreement dated as of
July 14, 1983 and recorded in Official Records Book 5868, page
1530 of the Public Records of pinellas County, Florida (the
"Development Agreement"), (v) all right, title and interest of
Seller, if any, in and to the fixtures, machinery, equipment,
MIFSOZ...:\RE\88\35888\0482\1450\AGR31993.U5B
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supplies and other articles of personal property attached or
appurtenant to the Land or the Buildings, or used in connection
therewith (collectively, the "Personal property"), (vi) all oil,
gas and mineral rights of Seller, if any, in and to the Land,
(vii) all right, title and interest of Seller, if any, in and to
the trade names of the Buildings, and (viii) all right, title and
interest of Seller, if any, in and to all strips and gores, all
alleys adjoining the Land, and the land lying in the bed of any
street, road or avenue, opened or proposed, in front of or
adjoining the Land to the center line thereof, and all right,
title and interest of Seller, if any, in and to any award made or
to be made in lieu thereof and in and to any unpaid award for any
taking by condemnation or any damages to the Land or the
Buildings by reason of a change of grade of any street, road or
avenue (the Land, together with all of the foregoing items listed
in clauses (i)-(viii) above being hereinafter sometimes
collectively referred to as the "Premises"; the Land and Air
Space are sometimes collectively referred to herein as the "Real
property").
2. purchase Price.
The purchase price to be paid by purchaser to Seller for the
Premises (the "Purchase price") is $6,450,000, payable in United
States Dollars at the Closing (plus or minus the prorations and
adjustments specifically provided herein) by wire transfer of
immediately available funds to such bank account in the united
states as Seller shall designate.
3. ADDortionments.
(a) The following shall be apportioned between Seller
and purchaser at the Closing as of midnight of the day preceding
the Closing Date:
(i) prepaid rents and Additional Rents and other
amounts payable by tenants, if, as and when received;
(ii) real estate taxes and water and sewer charges
(unless metered), if any, on the basis of the fiscal years,
respectively, for which same have been assessed, at the greatest
discount available, except if the Closing shall occur before the
rate is fixed for the then current fiscal year, the apportionment
shall be based upon the tax rate for the next preceding fiscal
year, at the greatest discount available;
(iii) charges and payments under the contracts;
(iv) any prepaid items, including, without
limitation, fees for licenses which are transferred to Purchaser
at the Closing;
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(v) utilities, including, without limitation,
water and sewer (if metered), telephone, electricity and gas (if
applicable), on the basis of the most recently issued bills
therefor, subject to adjustment after the Closing when the next
bills are available, or if current meter readings are available,
on the basis of such readings;
(vi) personal property taxes, if any, on the basis
of the fiscal year for which assessed;
(vii) Seller's share, if any, of all revenues from
the operation of the Premises other than rents and Additional
Rents (including, without limitation, parking charges, and
telephone booth and vending machine revenues), if, as and when
received;
(viii) permitted administrative charges, if any, on
tenants' security deposits;
(ix) sales taxes on rents and other charges
payable by tenants, if, as and when received; and
(x) such other items as are customarily
apportioned between sellers and purchasers of office buildings
located in the city of Clearwater, Florida.
(b) Any rents received by Purchaser or Seller from
tenants after the closing shall be applied to amounts payable by
tenants for the following periods in the following order of
priority: (i) first, to the month preceding the month in which
the closing occurred, (ii) second, to the month in which the
closing occurred, (iii) third, to the period after the month in
which the Closing occurred, and (iv) fourth, to any period
preceding the month which precedes the month in which the closing
occurred. If rents or any portion thereof, received by Seller or
Purchaser after the Closing are payable to the other party by
reason of this allocation, the appropriate sum, less a
proportionate share of any reasonable attorneys' fees and costs
and expenses of collection thereof, shall be promptly paid to the
other party, which obligation shall survive the Closing.
Delivery of the Lease Assignment (as defined in section 9(b))
shall not constitute a waiver by Seller of the right to seek a
personal judgment against any tenant for arrearages. Purchaser
agrees to use all reasonable efforts in collecting such past due
amounts after the Closing, provided however, Purchaser shall not
be required to commence any legal action.
(c) If any tenants are required to pay percentage
rent, escalation charges for real estate taxes, parking charges,
operating expenses and maintenance escalation rents or charges,
cost-of-living increases or other charges of a similar nature
("Additional Rents") and any Additional Rents are collected by
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Purchaser after the Closing Date, then Purchaser shall promptly
pay to Seller out of the first such sums received the amount of
all Additional Rents which are due and payable by tenants with
respect to any period prior to the Closing Date, less a
proportionate share of any reasonable attorneys' fees and costs
and expenses of collection thereof, which obligation shall
survive the Closing. Delivery of the Lease Assignment shall not
constitute a waiver by Seller of the right to seek a personal
judgment against any tenant for arrearages. Purchaser agrees to
use all reasonable efforts in collecting such past due amounts
after the Closing, provided however, Purchaser shall not be
required to commence any legal action.
(d) On the Closing Date, Purchaser shall reimburse
Seller for Seller's cost, including the cost of any taxes, of
inventory of useable supplies currently used in the operation of
the Premises and located at the Premises.
(e) If there is a water meter on the Premises, Seller
shall furnish a reading to a date not more than two days prior to
the Closing Date, and the unfixed water charges and sewer rent,
if any, based thereon for the intervening time shall be
apportioned on the basis of such last reading.
(f) If any of the items subject to apportionment under
the foregoing provisions of this section 3 cannot be apportioned
at the Closing because of the unavailability of the information
necessary to compute such apportionment, or if any errors or
omissions in computing apportionments at the closing are
discovered subsequent thereto, then such item shall be
reapportioned and such errors and omissions corrected as soon as
practicable after the Closing Date and the proper party
reimbursed, which obligation shall survive the Closing. The
foregoing notwithstanding, there shall be no readjustment for
real or personal property taxes following the Closing.
(g) If, on the date of this Agreement, the Premises or
any part thereof shall be affected by any assessment or
assessments which are or may become payable in installments, of
which the first installment is now a charge or lien, or has been
paid, then (i) Seller shall be obligated to pay all installments
of any such assessment which are due and payable prior to the
Closing Date, and (ii) for the purposes of this Agreement, all
the unpaid installments of any such assessment which are to
become due and payable on or after the Closing Date shall not be
deemed to be liens upon the Premises and the payment thereof
shall be assumed by Purchaser without abatement of the Purchase
Price.
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4. Closina Date.
The delivery of the Deed (as defined in Section 9(a)) and
the consummation of the transactions contemplated by this
Agreement (the "Closing") shall take place at 2502 Rocky point
Road, suite 695, Tampa, Florida 33607 on the date hereof (the
"Closing Date") simultaneously with the execution hereof.
5. Permitted Encumbrances.
(a) Seller shall convey and Purchaser shall accept
title to the Premises subject only to those matters set forth on
Exhibit "c" annexed hereto and made a part hereof (cOllectively,
the "Permitted Encumbrances").
(b) If on the Closing Date there exist any liens or
encumbrances which Seller must payor discharge in order to
convey to Purchaser such title as is herein provided to be
conveyed, Seller may use any portion of the purchase Price to
satisfy the same, provided:
(i) Seller shall deliver to purchaser or the
Title Company, at the Closing, instruments in recordable form and
sufficient to satisfy or release such liens and encumbrances of
record together with the cost of recording or filing said
instruments; or (ii) The Title Company shall agree to
unconditionally delete any such liens or encumbrances from the
commitment for an owner's fee title insurance policy in the
amount of the Purchase Price with respect to the Real property
(the "Title Commitment") issued by First American Title Insurance
Company (the "Title Company"). The existence of any such liens
or encumbrances shall not be deemed objections to title if Seller
shall comply with the foregoing requirements. similarly, at
Seller's election, unpaid liens for taxes, water and sewer
charges and assessments, which are the obligation of Seller to
satisfy and discharge shall not be objections to title, but the
amount thereof, plus interest and penalties thereon, if any,
computed to the third (3rd) business day after the Closing Date,
shall be deducted from the purchase Price payable pursuant to
section 2, subject to the provisions for apportionment of taxes,
water and sewer charges and assessments contained herein.
(c) Any franchise or corporate tax open, levied or
imposed against Seller or other owners in the chain of title that
may be a lien against the Real property on the Closing Date,
shall not be an objection to title if the Title company deletes
same from the title policy issued pursuant to the Title
Commitment.
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6. Violations.
Seller shall have no obligation to comply with, discharge or
remove (a) any conditions constituting violations of laws,
ordinances, orders or requirements issued by any governmental
authority ("Governmental Authority") having jurisdiction over the
Real Property (or, which with the passage of time or the giving
of notice or both, would constitute such a violation)
("Violations") or (b) any notes or notices of Violations noted or
issued by any Governmental Authority whether or not such
condition, note or notice arose prior to or subsequent to the
date of this Agreement.
7. ReDresentations and Warranties.
(a) Seller represents and warrants to Purchaser as
follows:
(i) Seller is a duly formed and validly existing
corporation organized under the laws of the State of Florida, and
has full power and authority to own the Premises and to conduct
its business thereon, as it is being conducted, and is qualified
under the laws of the State of Florida to conduct business
therein;
(ii) Seller has the full legal right, power and
authority to execute and deliver this Agreement and all documents
now or hereafter to be executed by Seller pursuant to this
Agreement (collectively, "Seller's Documents"), to consummate the
transaction contemplated hereby, and to perform its obligations
under the Seller's Documents;
(iii) to Seller's knowledge, there are no leases,
licenses or other occupancy agreements affecting any portion of
the Premises (collectively, the "Leases"), except for the Leases
described on the rent roll attached hereto as Exhibit "0" hereof
(the "Rent Roll"). Purchaser acknowledges that Seller has
limited knowledge of the status of the tenancies affecting the
Premises and of the operations of the Premises, and that except
for the limited representations contained in this section
7(a) (iii), Purchaser is relying solely upon its own inquiries, as
heretofore and hereafter conducted by Purchaser, to determine the
terms, conditions and status of all tenancies affecting the
Premises and of the operations of the Premises generally;
(iv) to Seller's knowledge, there are no Contracts
affecting the Premises except as set forth on Schedule 1 annexed
hereto and made a part hereof;
(v) to Seller's knowledge, there are no pending
actions, suits, proceedings or investigations to which Seller is
a party or otherwise affecting the Premises before any court,
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Governmental Authority or otherwise with respect to the Premises,
and to Seller's knowledge, Seller has received no written notice
from any Governmental Authority of any pending or threatened
condemnation of the Premises or zoning, building, fire or health
code violations or violations of other governmental requirements
or regulations with respect to the Premises, nor to Seller's
knowledge has Seller received any written notices from insurers
of defects in the Premises which have not been corrected
(collectively, "Actions") except as set forth on Schedule 2
annexed hereto and made a part hereof;
(vi) to Seller's knowledge, there are no oral
leases or other oral occupancy arrangements affecting any portion
of the Premises; and
(vii) this Agreement does not contravene any
prov1s1on of the articles of incorporation or by-laws of Seller,
any judgment, order, decree, writ or injunction issued against
Seller, or any provision of any existing law or regulation. The
consummation of the transactions contemplated hereby will not
result in a breach or constitute a default or event of default by
Seller under any agreement to which Seller or any of its assets
are subject or bound and will not result in a violation of any
applicable law, order, rule or regulation of any Governmental
Authority.
Any reference to "Seller's knowledge" or words of similar
import shall be limited to the actual (as distinguished from
implied, imputed or constructive) knowledge of David Simon and
Joseph McCarthy, the actual officer(s) or agent(s) of Seller
charged with the management responsibility for the Premises,
without inquiry or investigation.
(b) purchaser represents and warrants to Seller as
follows:
(i) Purchaser is a duly formed and validly
existing municipal corporation organized under the laws of the
State of Florida, and has full power and authority to own its
property and assets and to conduct its business, as it is being
conducted, and is qualified under the laws of the state of
Florida to conduct business therein on the date of this
Agreement;
(ii) Purchaser has the full legal right, power,
authority and financial ability to execute and deliver this
Agreement and all documents now or hereafter to be executed by it
pursuant to this Agreement (COllectively, the "Purchaser'S
Documents"), to consummate the transactions contemplated hereby,
and to perform its obligations under the purchaser'S Documents.
This Agreement constitutes, and upon their execution and
delivery, the other Purchaser's Documents will constitute, the
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legal, valid and binding obligation of Purchaser and, subject to
bankruptcy, insolvency, reorganization, moratorium and other
similar laws now or hereafter in effect relating to creditors'
rights generally, this Agreement is, and the other Purchaser's
Documents will be, enforceable against Purchaser in accordance
with their respective terms; and
(iii) on the date hereof, there are no pending
actions, suits, proceedings or investigations to which Purchaser
is a party before any court, Governmental Authority or otherwise
which may have an adverse impact on the transactions contemplated
hereby.
(c) The representations and warranties set forth in or
made pursuant to this Agreement shall remain operative and shall
survive the Closing and the execution and delivery of the Deed
for a period of six months following the Closing Date, and no
action based thereon shall be commenced after such period.
(d) Notwithstanding anything contained herein to the
contrary, the aggregate liability of Seller arising pursuant to
or in connection with the representations and warranties of
Seller and/or the agreements or certificates or affidavits of
Seller set forth in or delivered pursuant to this Agreement
and/or Seller's Documents, shall not exceed $350,000.
8. Closina Expenses.
(a) The following costs and expenses shall be borne
and paid by Seller: (i) the state documentary stamps required to
be affixed to the Deed; and (ii) the owner's title insurance
policy issued pursuant to the Title Commitment.
(b) The following costs and expenses shall be borne
and paid by Purchaser: (i) all recording costs for the Deed and
Lease Assignment; and (ii) all costs of inspections of the
Premises, new or updated surveys of the Premises, environmental
audits and other reports ordered by or on behalf of Purchaser
relating to the Premises.
(c) Purchaser and Seller shall be responsible for
their own attorneys' fees and other closing costs which are not
expressly enumerated herein.
9. Documents to be Delivered Bv Seller at Closina. At the
Closing, Seller shall execute, acknowledge and/or deliver, as
applicable, the following to Purchaser or the Title Company:
(a) A Special Warranty Deed (the "Deed") conveying
title to the Premises.
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(b) The Assignment and Assumption of Leases and
Security Deposits in the form of Exhibit "E" annexed hereto and
made a part hereof, assigning without warranty or representation,
except as expressly set forth therein, all of Seller's right,
title and interest, if any, in and to the Leases, all guarantees
thereof and the security deposits thereunder, if any (the "Lease
Assignment").
(c) The Assignment and Assumption of Contracts and
Licenses in the form of Exhibit "F" annexed hereto and made a
part hereof (the "Contract and License Assignment"), assigning,
to the extent same are assignable, without warranty or
representation, except as expressly set forth therein, all of
Seller's right, title and interest, if any, in and to (i) all of
the licenses, permits, certificates, approvals, authorizations
and variances issued for or with respect to the Premises by any
Governmental Authority (collectively, the "Licenses"); and (ii)
all purchase orders, equipment leases, advertising agreements,
franchise agreements, license agreements, management agreements
and service contracts relating to the operation of the Premises
(collectively, the "Contracts").
(d) To the extent in Seller's possession, executed
counterparts of all Leases and any amendments, guarantees and
other documents relating thereto, together with a schedule of all
security deposits paid by the tenants thereunder and the accrued
interest on each of such security deposits, if any, and a
separate official bank check payable to the order of the
Purchaser, or a credit to the Purchaser against the Purchase
Price, in the aggregate amount of the security deposits under the
Leases and the interest thereon, if any. In the event any cash
security deposits and the interest thereon are held by a bank,
savings bank, trust company or savings and loan association, at
Seller's option, Seller shall deliver to Purchaser, in lieu of
such checks or credit, an assignment to Purchaser of such
deposits and interest and written instructions to the holder
thereof to transfer such deposits and interest to Purchaser.
with respect to any lease securities which are other than cash,
Seller shall execute and deliver to Purchaser at the Closing any
appropriate instruments of assignment or transfer.
(e) A bill of sale in the form of Exhibit "G" annexed
hereto and made a part hereof (the "Bill of Sale") conveying,
transferring and selling to Purchaser without warranty or
representation, except as expressly set forth herein, to the
extent assignable, all right, title and interest of Seller in and
to all Personal Property.
(f) Notices to the tenants of the Premises in the form
of Exhibit "H" annexed hereto and made a part hereof advising the
tenants of the sale of the Premises to Purchaser and directing
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that rents and other payments thereafter be sent to Purchaser or
as purchaser may direct.
(g) (i) Copies of resolutions of the board of
directors of Seller authorizing the execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated hereby certified as true and correct by
the secretary or assistant secretary of Seller; and (ii) an
incumbency certificate executed by the secretary or assistant
secretary of Seller with respect to those officers of Seller
executing this Agreement and any documents or instruments
executed in connection with the transactions contemplated herein.
(h) To the extent in Seller's possession and not
already located at the premises, keys to all entrance doors to,
and equipment and utility rooms located in, the premises.
(i) To the extent in Seller's possession and not
already located at the premises, all Licenses.
(j) To the extent in Seller's possession, executed
counterparts of all contracts and all warranties in connection
therewith which are in effect on the Closing Date and which are
being assigned by Seller.
(k) A "FIRPTA" affidavit sworn to by Seller, in
customary form. purchaser acknowledges and agrees that upon
Seller's delivery of such affidavit, Purchaser shall not withhold
any portion of the Purchase Price pursuant to section 1445 of the
Internal Revenue Code of 1986, as amended, and the requlations
promulgated thereunder.
(1) A "GAP" and "No-Lien" affidavit, in customary
(m) A closing statement (the "Closing statement"), in
customary form, providing for the prorations and adjustments set
forth herein and the other monetary obligations stated herein to
be an obligation of either of the parties hereto.
(n) All other documents Seller is required to deliver
pursuant to the provisions of this Agreement.
form.
(a) The Purchase price payable at Closing pursuant to
section 2 hereof, subject to apportionments, credits and
adjustments as expresslY provided in this Agreement.
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(b) (i) copies of all consents and authorizations of
purchaser authorizing all the transactions contemplated by this
Agreement, all certified as true and correct by a duly appointed
representative of purchaser; and (ii) are incumbency certificate
executed by an appropriate party with respect to the person
executing this Agreement on the part of the purchaser.
(c) The Lease Assignment.
(d) The contract and License Assignment.
(e) The Closing statement.
(f) An opinion of the attorney for purchaser to the
effect that (i) all necessary consents and authorizations of
purchaser with respect to the transactions contemplated herein
have been obtained, (ii) this Agreement and the other documents
executed and delivered by purchaser in connection herewith
constitute the legal, valid and binding obligations of purchaser
in accordance with their respective terms and (iii) the person
executing this Agreement and any other documents executed and
delivered in connection herewith is duly authorized to do so.
(g) All other documents purchaser is required to
deliver pursuant to the provisions of this Agreement.
11. Tax Proceedinqs.
with respect to all tax years prior to the Closing,
Seller is hereby authorized to commence, continue and control the
progress of, and to make all decisions with respect thereto, any
proceeding or proceedings, whether or not now pending, for the
reduction of the assessed valuation of the Premises, and, in its
sole discretion, to try or settle the same. All net tax refunds
and credits attributable to any tax year prior to the tax year in
which the Closing occurs shall belong to and be the property of
Seller. purchaser agrees to cooperate with Seller, at Seller's
cost and expense, in connection with the prosecution of any such
proceedings and to take all steps, whether before or after the
Closing Date, as may be necessary to carry out the intention of
the foregoing, including, without limitation, the delivery to
Seller, upon demand, of any books and records, including
receipted tax bills and canceled checks used in payment of such
taxes, the execution of any and all consents or other documents,
and the undertaking of any act necessary for the collection of
such refund by Seller. The provisions of this section 11 shall
survive the Closing.
11
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12. As-Is.
(a) purchaser acknowledges and agrees that, as noted
in section 7 hereof, Seller has limited knowledge as to the
status of the Leases, contracts and the general operations at and
physical condition of the Premises, and that Seller has limited
knowledge as to the adequacy, accuracy and completeness of any
materials supplied by Seller to purchaser with respect to the
Premises (collectivelY, the "project Information".) All data,
reports and other information contained in the project
Information are expressly subject to change, errors and
omissions. While Seller has no actual knowledge of any error or
inaccuracy in any of the project Information, Seller expressly
disclaims any warranty or representation, express or implied, as
to the accuracy or completeness of the project Information.
without limiting any of the other terms, provisions or conditions
of this Agreement, Seller and purchaser acknowledge that carteret
Savings Bank, F.A. ("Carteret") has been taken over by the
Resolution Trust corporation and the Resolution Trust corporation
may repudiate Seller's lease with Carteret (the "Carteret Lease")
at any time. The repudiation or failure to repudiate the
Carteret Lease shall have no impact or effect upon any of the
terms, provisions or conditions of this Agreement nor shall the
repudiation or failure to repudiate the Carteret Lease change or
affect the purchase price. Further, Seller does hereby expressly
disclaim any and all warranties of merchantability and fitness
with respect to the Premises or any portion thereof. purchaser
shall rely solely upon its own investigations, inquiries and due
diligence prior to the Closing in order to determine the status
of the Premises and its suitability for purchaser's intended
uses.
(b) purchaser acknowledges that purchaser will have
the opportunity prior to Closing to inspect the premises and
become fully familiar with the physical condition and state of
repair of the Premises. purchaser acknowledges and agrees that
at Closing it will be accepting title to the premises on an "as-
is" basis. purchaser agrees to rely wholly on its own inquiry
and investigation to determine the merits, usefulness and
suitability of the Premises, the financial condition of the
Premises and the quality and extent of construction of the
Improvements. Unless expressly provided otherwise herein, in no
event shall Seller have any obligation to make or effect any
repairs or improvements to the Premises or to obtain any zoning
variances, platting, or other governmental approvals relating to
the Premises. This Agreement, as written, contains all the terms
of the agreement entered into between the parties as of the date
hereof, and purchaser acknowledges that neither Seller nor any of
its agents, employees or representatives, has made any represent-
ations, or held out any inducements to purchaser, other than
those, if any, herein expressed. without limiting the generality
of the foregoing, purchaser has not relied on any representations
12
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or warranties, and Seller, Seller's Affiliates and their
respective agents, officers, employees or representatives have
not and are not willing to make any representations or
warranties, express or implied, other than as may be expressly
set forth herein, as to any matter, including, without
limitation, (a) the current or future real estate tax liability,
assessment or valuation of the Premises; (b) the potential
qualification of the Premises for any and all benefits conferred
by any laws whether for subsidies, special real estate tax
treatment, insurance, mortgages, or any other benefits, whether
similar or dissimilar to those enumerated; (c) the compliance of
the Premises in its current or any future state, with applicable
environmental laws and regulations or zoning ordinances and the
ability to obtain a change in the zoning or a variance in respect
to the Premises' non-compliance, if any, with said zoning
ordinances; (d) the availability of any financing for the
purchase, alteration, rehabilitation or operation of the Premises
from any source, any Governmental Authority or any lender; (e)
the current or future use of the premises, including, but not
limited to, the Premises' use for commercial, manufacturing or
general office purposes; (f) the present and future condition and
operating state of any Personal property and the present or
future structural and physical condition of the Buildings or
their suitability for rehabilitation or renovation; and (g)
Seller's compliance with any laws issued or promulgated by any
Governmental Authority and any violations thereof. purchaser
acknowledges that Seller has afforded purchaser the opportunity
for full and complete investigations, examinations and
inspections of the premises. seller shall not be liable or bound
in any manner by any verbal or written "setups" or information
pertaining to the Premises or the rents furnished by Seller or
seller's agents, employees, representatives, any real estate
broker or other person. purchaser's acceptance of the Deed shall
be a discharge of all of the obligations of the Seller hereunder
except such as may be expressly required to survive the delivery
of the Deed under this Agreement or which by their terms as
described in this Agreement are to be performed after the
Closing. This section 12 shall survive the Closing.
(c) The parties acknowledge that the walkway canopy
between the building and the parking garage has suffered damage.
Seller agrees, at Buyer'S election, to (i) reduce the purchase
price by $10,000 and assign to purchaser at Closing all insurance
proceeds payable to Seller as a result of said damage or (ii)
deposit $50,000 in escrow with a party acceptable to purchaser
and Seller for the purpose of funding the repair of said damage
to pre-storm condition. In the event purchaser elects to have
the escrow established, all insurance proceeds with respect to
said damage shall remain the property of Seller. Any
disbursements from the escrow would be on terms and conditions
acceptable to Purchaser and Seller, including without limitation,
the submission by purchaser of estimates and invoices for the
13
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repair, which estimates and invoices shall be subject to Seller's
prior approval.
13. Broker.
Purchaser and Seller represent and warrant to each other
that it has dealt with no real estate broker, sales person or
finder in connection with the transactions described herein nor
has Purchaser been introduced to the premises or to Seller by any
real estate broker, sales person or finder other than Faison &
Associates, Inc. (the "Realtor") and that the Realtor is the
procuring cause of the transactions described herein. Seller
shall be responsible to pay any commission due to the Realtor
upon the Closing, which commission shall be paid pursuant to a
separate agreement between Seller and the Realtor. Except for
the commission due to the Realtor, each party hereto agrees to
indemnify, defend and hold the other harmless from and against
any and all claims, causes of action, losses, costs, expenses,
damages or liabilities, including reasonable attorneys' fees and
disbursements, which the other may sustain, incur or be exposed
to, by reason of any claim or claims by any broker, sales person,
finder or other person, for fees, commissions or other
compensation arising out of the transactions contemplated in this
Agreement if such claim or claims are based in whole or in part
on dealings or agreements with the indemnifying party. The
obligations and representations contained in this paragraph 13
shall survive the termination of this Agreement and the Closing.
14. Access to Records.
For a period of five (5) years subsequent to the Closing
Date, Seller's employees, agents and representatives shall be
entitled to access during business hours to all documents, books
and records given to Purchaser by Seller at the Closing for tax
and audit purposes, regulatory compliance, and cooperation with
governmental investigations upon reasonable prior notice to
Purchaser, and shall have the right, at Seller's cost and
expense, to make copies. of such documents, books and records.
15. Notices.
All notices, elections, consents, approvals, demands,
objections, requests or other communications which Seller or
purchaser may be required or desire to give pursuant to, under or
by virtue of this Agreement must be in writing and sent by (a)
first class U.S. certified or registered mail, return receipt
requested, with postage prepaid, (b) telecopier (with receipt
confirmed), (c) reputable express mail or courier (next day
delivery) or (d) personal delivery (receipt acknowledged in
writing), addressed as follows:
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If to Seller:
Maria Real Estate Inc.
2502 Rocky Point Road, suite 695
Tampa, Florida 33607
Attn: Joseph McCarthy
Telecopy No. (813) 281-8355
with copies to:
citicorp Real Estate, Inc.
599 Lexington Avenue
New York, New York 10043
Attention: Carl Trop
Telecopy No. (212) 223-0181
-and-
Weil, Gotshal and Manges
701 Brickell Avenue, Suite 2100
Miami, Florida 33131
Attn: Barry Frank, Esq.
Telecopy No. (305) 374-7159
If to Purchaser:
The City of Clearwater, Florida
112 S. Osceola Avenue
Clearwater, Florida 34616
Attn: city Manager
Telecopy No. (813)~~-"2'
Seller or Purchaser may designate another addressee or
change its address for notices and other communications hereunder
by a notice given to the other in the manner provided in this
section. A notice or other communication sent in compliance with
the provisions of this section shall be deemed given and received
on (i) the second business day following the date it is deposited
in the u.S. mail, or (ii) the date it is received by the other
party if sent by express mail, telecopier, courier or personal
delivery.
16. Miscellaneous.
(a) This Agreement shall not be altered, amended,
changed, waived, terminated or otherwise modified in any respect
or particular unless the same shall be in writing and signed by
or on behalf of the party to be charged.
(b) This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and to their
15
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respective heirs, executors, administrators, successors and
assigns.
(c) All prior statements, understandings,
representations and agreements between the parties, oral or
written, are superseded by and merged in this Agreement, which
alone fully and completely expresses the agreement between them
in connection with this transaction and which is entered into
after full investigation, neither party relying upon any
statement, understanding, representation or agreement made by the
other not embodied in this Agreement. This Agreement shall be
given a fair and reasonable construction in accordance with the
intentions of the parties hereto, and without regard to or aid of
canons requiring construction against Seller or the party
drafting this Agreement.
(d) Except as otherwise expressly provided herein, all
of Seller's representations, warranties, covenants and agreements
herein shall merge in the documents and agreements executed at
the Closing and shall not survive the Closing.
(e) purchaser agrees that it does not have and will
not have any claims or causes of action against any disclosed or
undisclosed officer, director, employee, trustee, shareholder,
partner, principal, parent, subsidiary or other affiliate of
Seller, including, without limitation, citicorp, Citibank, N.A.,
citicorp Real Estate, Inc. or Aspiration, Inc., (collectively,
"Seller's Affiliates") arising out of or in connection with this
Agreement or the transactions contemplated hereby. purchaser
agrees to look solely to Seller and its assets for the
satisfaction of any liability or obligation arising under this
Agreement or the transactions contemplated hereby, or for the
performance of any of the covenants, warranties or other
agreements contained herein, and further agrees not to sue or
otherwise seek to enforce any personal obligation against any of
Seller's Affiliates with respect to any matters arising out of or
in connection with this Agreement or the transactions
contemplated hereby. without limiting the generality of the
foregoing provisions of this section 16, purchaser hereby
unconditionally and irrevocably waives any and all claims and
causes of action of any nature whatsoever it may now or hereafter
have against Seller's Affiliates, and hereby unconditionally and
irrevocably releases and discharges Seller's Affiliates from any
and all liability whatsoever which may now or hereafter accrue in
favor of purchaser against Seller's Affiliates, in connection
with or arising out of this Agreement or the transactions
contemplated hereby.
(f) No failure or delay of either party in the
exercise of any right given to such party hereunder or the waiver
by any party of any condition hereunder for its benefit (unless
the time specified herein for exercise of such right has expired)
16
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shall constitute a waiver of any other or further right nor shall
any single or partial exercise of any right preclude other or
further exercise thereof or any other right. No waiver by either
party of any breach hereunder or failure or refusal by the other
party to comply with its obligations shall be deemed a waiver of
any other or subsequent breach, failure or refusal to so comply.
(g) This Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be
deemed an original, but all of which taken together shall
constitute but one and the same instrument.
(h) The caption headings in this Agreement are for
convenience only and are not intended to be a part of this
Agreement and shall not be construed to modify, explain or alter
any of the terms, covenants or conditions herein contained.
(i) This Agreement, having been drawn and negotiated
in the state of Florida, shall be interpreted and enforced in
accordance with the laws of the state of Florida, and Seller and
purchaser hereby agree to submit to personal jurisdiction in the
state of Florida in any action or proceeding arising out of this
Agreement. Seller and purchaser agree that any such action or
proceeding shall be brought in any federal, state or local court,
as the case may be, located in the County of pinellas and State
of Florida.
(j) In the event of any litigation ar1s1ng out of or
connected in any manner with this Agreement, the non-prevailing
party shall pay the costs of the prevailing party, including its
reasonable counsel and paralegal fees incurred in connection
therewith through and including all other legal expenses and the
costs of any appeals and appellate costs relating thereto.
Wherever in this Agreement it is stated that one party shall be
responsible for the attorneys' or counsel fees and expenses of
another party, the same shall automatically be deemed to include
the fees and expenses in connection with all appeals and
appellate proceedings relating or incidental thereto. This
section shall survive the Closing or the termination of this
Agreement.
(k) The use of any gender shall include all other
genders. The singular shall include the plural and vice versa.
(1) All of .the Exhibits and Schedules annexed hereto
are incorporated herein by reference and form part of this
Agreement.
(m) Use of the words "herein," "hereof," "hereunder"
and any other words of similar import refer to this Agreement as
a whole and not to any particular article, section or other
17
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paragraph of this Agreement unless specifically noted otherwise
in this Agreement.
(n) This Agreement shall not be deemed to confer in
favor of any third parties any rights whatsoever as third-party
beneficiaries, the parties hereto intending by the provisions
hereof to confer no such benefits or status.
(0) Whenever this Agreement calls for or contemplates
a period of time for the performance of any term, provision or
condition of this Agreement, all of the days in such period of
time shall be calculated consecutively without regard to whether
any of the days falling in such period of time shall be a
saturday, Sunday or other non-business day; provided however, if
the last day of any such time period shall happen to fall on a
Saturday, Sunday or other non-business day, the last day shall be
extended to the next succeeding business day immediately
thereafter occurring.
(p) From and after the Closing Date, each party, upon
demand and at the party's own cost, will execute and deliver any
written further assurances that are necessary, convenient or
desirable to evidence, contemplate, perfect or in combination
thereof, the transactions contemplated by this Agreement so long
as no further assurance operates to impose any new or additional
liability upon any party. The parties shall perform all other
acts that are necessary, convenient or desirable to any such
purpose, so long as no new or additional liabilities are
incurred. This section shall survive the Closing.
(q) THE PARTIES HERETO DO HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE ANY RIGHT ANY
PARTY MAY HAVE TO A JURY TRIAL IN EVERY JURISDICTION IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE
PARTIES HERETO AGAINST THE OTHER OR THEIR RESPECTIVE SUCCESSORS
OR ASSIGNS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED AND
DELIVERED BY EITHER PARTY IN CONNECTION THEREWITH (INCLUDING,
WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS
AGREEMENT, AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS
AGREEMENT WAS FRAUDULENTLY INDUCED OR OTHERWISE VOID OR
VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY
TO ENTER INTO THIS AGREEMENT.
(r) If any provision of this Agreement shall be
unenforceable or invalid, the same shall not affect the remaining
provisions of this Agreement and to this end the provisions of
this Agreement are intended to be and shall be severable.
(s) Typewritten or handwritten provisions inserted in
this Agreement or in the Exhibits annexed hereto (and initialled
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by the parties) shall control all printed provisions in conflict
therewith.
(t) Each party hereto acknowledges that all parties
hereto have participated equally in the drafting of this
Agreement and that accordingly no court construing this Agreement
shall construe it more stringently against one party than the
other.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the day and year first above written.
Signed, sealed and delivered
in the presence of:
SELLER:
MARIA REAL ESTATE INC., a
Florida corporation
By:
J
Title: 'h&. PUs; dLll-....
(mi' Gr. PIC."",tt.s,'
Address: 2502 Rocky Point Rd.
suite 695
Tampa, Florida 33607
PURCHASER:
t~~~rNeA~
Title: C;1 ~~...-
Address: 112 S. Osceola Ave.
Clearwater, FL 34616
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COUNTERSIGNED:
Ri a Garvey
Mayor-commissioner
APPROVED AS TO FORM:
~.
M.A. GalbraJ.t ,
city Attorney
to
I
.~. .,....
ATTEST: ,.'. _~_,m-..~.:
-
;:', --
C'-~
': '. L: _' '. ' ' '~
thiar',E. Gi!u..dea\}' -- -;
y clerk,. ot!l> _,< '
March 29, 1993
.
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE LAND
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the public
Records of Hillsborough County, Florida of which pinellas County
was formerly a part, less road right-of-way, together with that
portion of said Block "13" which was formerly an alley, running
East and West through said Block "13", also vacated railroad
right-of-way described as follows: Begin at Southeast corner of
said Lot 2, Block "13", run thence East, along the Northerly
right-of-way of Park Street, 60.18 feet thence Northerly along
the Easterly right-of-way line of said railroad right-of-way also
the West lines of Lots 7 & 8, Block "20" of said GOULD AND EWINGS
1ST AND 2ND ADDITION, 229.0 feet more or less to the Southerly
right-of-way line of Cleveland street; thence West, along the
said right-of-way line; 60.18 feet thence along the Westerly
right-of-way line of said railroad right-of-way line also the
Easterly line of Lots 2 and 3, Block "13", of said GOULD AND
EWINGS 1ST AND 2ND ADDITION, 228.93 feet more or less to the
point of Beginning. All being in section 16, Township 29 South,
Range 15 East, pinellas County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said
GOULD AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly
right-of-way of Park street (park Avenue - Plat) (A 60 foot
right-of-way), North 89045'53" West, 110.22 feet to the Southwest
corner of Lot 1, Block 13 of said GOULD AND EWINGS 1ST AND 2nd
ADDITION; thence along the Eastern right-of-way of South Garden
Avenue North 00002'16" East 227.94 feet to the apparent Southerly
right-of-way line of Cleveland street as it now exists; thence
South 89050'01" East 189.03 feet to the Easterly line of the
vacated S.C.L.R.C. right-of-way; thence South 04042'26" West
228.86 feet (229.00 feet, Deed) to the Northerly right-of-way of
Park street (park Avenue - Plat) (A 60 foot right-of-way); thence
North 89045'53" West, 60.18 feet to the point of Beginning.
A-1
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EXHIBIT "B"
LEGAL DESCRIPTION OF AIR SPACE
All those volumes of air space situate in the city of Clearwater,
pinellas County, Florida, containing the third and fourth floors
of a parking garage structure and the ramp leading from the
second floor to the third floor thereof, as described in Parcels
I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public
Records of Hillsborough County, Florida of which pinellas County
was formerly a part, as a point of reference; thence North
89045'53" West, along the Southerly right-of-way of Park street
(Park Avenue - Plat) (A 60 foot right-of-way) 218.94 feet; thence
South 00014'07" West, 15.00 feet to a point on the face of a
precast concrete wall, said point being the point of beginning;
thence continue along the face of said wall South 89045'53" East,
189.21 feet; thence South 00014'07" West, 206.42 feet; thence
North 89045'53" West, 94.38 feet to point "A" for convenience;
thence North 89045'53" West, 94.83 feet to the intersection of
the face of said precast concrete wall and the face of a masonry
wall; thence North 00014'07" East, 206.42 feet to the point of
beginning.
The lowest limits of said air space being the bottom of the
support beams for the third floor of the parking garage at the
lowest level of said beams, having an elevation of 43.71 feet.
The upper limits of said air space being an elevation of 64.21
feet elevations referenced to National Geodetic vertical Datum of
1929, Mean Sea Level - 0.00.
PARCEL II:
Commence at the aforedescribed point "A" as a point of reference;
thence North 00014'07" East, 184.21 feet to the point of
beginning of a 63.00 foot strip being 31.50 feet on each side of
the following described line; thence South 00014'07" West 162.0
feet to the point of termination.
The lower limits of said air space being an inclined plane along
the bottom of the support beams for the ramp leading from the
second to third floors of the parking garage. The lower point of
which is the point of beginning having an elevation of 35.71
feet; the upper point of which is the Southerly boundary thereof
having an elevation of 43.71 feet.
The upper limits of said air space being the lower limits of
Parcel No. I above described.
B-1
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EXHIBIT "c"
PERMITTED ENCUMBRANCES
1. Rights of parties in possession not shown by the public
records.
2. Taxes for the year 1993 and taxes or special assessments
which are not shown as existing liens by the public records.
3. Any claim that any portion of the Premises are sovereign
lands of the State of Florida, including submerged, filled
or artificially exposed lands and lands accredit to such
lands.
4. Encroachments, overlaps, boundary line disputes, and any
other matters which would be disclosed by an accurate survey
and inspection of the premises, provided same do not
materially affect marketability of title.
5. Easements or claims of easements not shown by the public
records.
6. Development Agreement recorded October 30, 1984 in Official
Records Book 5868, Page 1530, and Amendment in Official
Records Book 5868, Page 1543; Conditional Assignment thereof
recorded December 11, 1984 in Official Records Book 5893,
Page 662 and Assignment and Assumption as recorded January
19, 1988 in Official Records Book 6664, Page 823 and Consent
thereof as recorded August 10, 1988 in Official Records Book
6809, Page 250, all of the Public Records of Pinellas
County, Florida.
7. Easement to Florida Power corporation recorded August 29,
1985 in Official Records Book 6064, Page 447 of the Public
Records of Pinellas County, Florida.
8. Easement as Reserved in Warranty Deed recorded in Official
Records Book 6408, Page 1087 of the Public Records of
Pinellas County, Florida.
9. Notice as recorded on January 29, 1992 in Official Records
Book 7797, Page 2263, of the Public Records of Pinellas
County, Florida.
C-1
Maria Real Estate. Inc.
Atrium at Clearwater Square
Teoant Roster - 3/93
'"
fXHt81T P
/<,R,lf,r Ro if
.
Uniglobe Sun Travel 919 $9.00 $6.89 $15.89 Fixed Step Rent 03/14/96 $2,540.27
(Triple Net Lease) $9.54 $6.89 $16.43 3/93 thN 3/94
$10.11 $6.89 $17.00 3/94 thN 3/95
$10.72 $6.89 $17.61 3/95 thN 3/96
Julian's Cafe 971 $14.11 $6.68 A $20.79 Annual CPI, 6% Cap 09/15/96 $1,600.00
FtrBt National Bar 2007 $14.08 $0.00 B $14.08 Fixed Step Rent 07/31195 $2,333.34
$15.08 $0.00 $15.08 8/93 thN 7/95
Sun Bank - Lobby 3251 $16.45 $4.50 A $20.95 Annual CPI on Anniv. 08/31196 $0.00
Date, 6 % Cap
Sun Bank - Drive Thro 1166 $16.45 $2.50 A $18.95 Annual CPI on Anniv. 08/31196 $0.00
Date, 6 % Cap
Sun Bank 3931 2 $16.45 $4.50 A $20.95 Annual CPI on Anniv. 08/31193 .$0.00
Date, 6 % Cap
D. Kurtz & Assoc. 2500 2 $7.51 $5.92 A $13.43 Temp. Rent Reduction 06/30/95 $0.00
Micro-Ergics, Inc. 1500 2 $7.61 $6.89 C $14.50 No Increases for Term 10/31/92 $2,006.25
Currently on M-T-M Agreement
MPL International, Inc. 557 2 $12.39 $0.00 C $12.39 No Increase for Term 10/13/93 $615.25
Carteret 16092 3 $15.90 4.5 A $20.40 FlXed 6% Step Annual. 01/31194 $0.00
Kane, Sam & Bettina 500 4 $13.00 $0.00 B $13.00 No Increases for Term 10/31193 $650.00
Internat'l Tech Trans 452 5 13.75 0 B $13.75 No Increases for Term 09/30/92 $921.10
Currently on M"T-M Agreement
U .S. Computer Sales 10811 5 $10.50 $6.00 A $16.50 Fixed rate Annually 06/30/98 $5,598.00
$11.00 $6.00 $17.00 7/94 thN 6/95
$12.50 $6.00 $18.50 7/95 thN 6/96
$13.50 $6.00 $19.50 7/96 t111U 6/98 - 2 yrs
T.D. Service Financial 1633 6 $9.50 $6.50 A $16.00 Annual CPI 09/30/94 $1,543.48
1)-1
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EXHIBIT "E"
FORM OF ASSIGNMENT AND ASSUMPTION
OF LEASES. TENANCIES AND SECURITY DEPOSITS
MARIA REAL ESTATE INC., a Florida corporation, having an
office at 2502 Rocky point Road, suite 695, Tampa, Florida 33607
("Assignor") in consideration of the sum of Ten Dollars ($10.00)
and other good and valuable consideration paid by the city of
Clearwater, Florida, having an office at 112 s. Osceola Avenue,
Clearwater, Florida 34616 ("Assignee"), does hereby assign,
transfer and set over to Assignee, to the extent assignable, all
of Assignor's right, title and interest in and to all leases and
tenancies affecting the real property located in Pinellas County,
Florida, more particularly described on Exhibit "A" hereof,
including, without limitation, the leases and tenancies set forth
on Exhibit "B" attached hereto and incorporated herein by
reference (collectively, the "Leases"), together with all
security deposits and accrued interest thereon, if any, held by
Assignor with respect to such Leases, as described on Exhibit "C"
hereof (COllectively, the "Security Deposits"), and also together
with all rents, income and profits which may become due and owing
under the Leases for the period on and after the date hereof.
Assignor represents and warrants to Assignee that Assignor
has full legal right, power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated
hereby.
Assignee, by its execution of this Agreement, does hereby
assume all obligations and liabilities of the lessor under each
of the Leases arising on and after the date hereof, including,
without limitation, the obligation, if any, to refund to tenants
the security Deposits and Assignee does hereby further assume all
tenant improvement costs, leasing commissions and cash
concessions respecting the Leases, both (i) arising prior to and
on after the date hereof, and (ii) as otherwise set forth on
Exhibit "0" hereof.
E-1
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IN WITNESS WHEREOF, Assignor and Assignee have duly executed
and delivered this Assignment this ___ day of
1993.
Signed, sealed and delivered ASSIGNOR:
in the presence of:
MARIA REAL ESTATE INC., a
Florida corporation
Name:
By:
Name:
Title:
Address: 2502 Rocky Point Road
Tampa, Florida 33607
Name:
ASSIGNEE:
CITY OF CLEARWATER, FLORIDA, a
Florida municipal corporation
Name:
By:
Name:
Title:
Address: 112 S. Osceola Avenue
Clearwater, FL 34617
Name:
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ACKNOWLEDGMENTS
STATE OF FLORIDA
)
) ss:
)
COUNTY OF
The foregoing instrument
day of March, 1993, by
of Maria Real Estate Inc.,
corporation, on behalf of the corporation.
known to me or has produced
and did/did not take an oath.
was acknowledged before me the ___
, as
a Florida
He/she is personally
as identification
(Signature of Person Taking
Acknowledgment)
(Name of Acknowledger Typed, Printed
or stamped)
(Title or Rank)
(Serial Number)
E-3
,
STATE OF FLORIDA
)
) ss:
)
COUNTY OF
I
The foregoing instrument
day of March, 1993, by
City of Clearwater, Florida,
behalf of said corporation.
has produced
take an oath.
was acknowledged before me the
, as of the
a Florida municipal corporation, on
He/she is personally known to me or
a identification and did/did not
(S~~nature of Person
Tak~ng Acknowledgment)
(Name of Acknowledger Typed, Pr~nted
or Stamped)
(Title or Rank)
(Ser~al Number)
E-4
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EXHIBIT "F"
ASSIGNMENT AND ASSUMPTION OF LICENSES AND CONTRACTS
MARIA REAL ESTATE INC., a Florida corporation, having an
office at 2502 Rocky Point Road, suite 695, Tampa, Florida
("Assignor") in consideration of the sum of Ten Dollars ($10.00)
and other good and valuable consideration paid by The citf of
Clearwater, Florida, a Florida municipal corporation, hav1ng an
office at 112 South Osceola Avenue, Clearwater, Florida 34616
("Assignee"), does hereby assign, transfer and set over to
Assignee, to the extent assignable, all of Assi~nor's ri~ht,
title and interest in and to all licenses, perm1ts, cert1ficates,
ap~rovals, authorizations and variances (collectively, the
"L1censes") issued for or with respect to, the construction,
development, management, maintenance and operations of all or any
portion of the real property located in Pinellas, County,
Florida, more particularly described on Exhibit "A" annexed
hereto and made a part hereof, together with all of Assignors'
right, title and interest, to the extent assi~nable, in and to
the purchase orders, equipment leases, advert1sing agreements,
franchise agreements, license agreements, management a~reements
and service contracts, if any, as are described on Exh1bit liB"
annexed hereto and made a part hereof (collectively, the
"Contracts").
Assignor represents and warrants to Assignee that Assignor
has full legal power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.
Assignee, by its execution of this Agreement, does hereby
assume all obligations or liabilities of Assignor arising on and
after the date hereof under each of the Licenses and Contracts.
IN WITNESS WHEREOF, Assignor and Assignee have duly executed
and delivered this Assignment this ___ day of , 1993.
Signed, sealed and delivered ASSIGNOR:
in the presence of:
MARIA REAL ESTATE INC., a Florida
corporation
Name:
By:
Name:
Title:
Address: 2502 Rocky Point Road
Suite 695
Tampa, FL 33607
Name:
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Name:
Name:
I
ASSIGNEE:
CITY OF CLEARWATER, FLORIDA, a
Florida municipal corporation
By:
Name:
Title:
Address: 112 S. Osceola Avenue
Clearwater, FL 34616
F-2
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ACKHOWT .F.1lGMENTS
COUNTY OF
)
) SS:
)
STATE OF FLORIDA
The foregoing instrument
day of March, 1993, by
of Maria Real Estate Inc.,
corporation, on behalf of the corporation.
known to me or has produced
and did/did not take an oath.
was acknowledged before me the ___
, as
a Florida
He/she is personally
as identification
(Signature of Person Taking
Acknowledgment)
(Name of Acknowledger Typed, Printed
or stamped)
(Title or Rank)
(Serial Number)
F-3
I I
STATE OF FLORIDA )
) ss:
COUNTY OF )
The foregoing instrument
day of March, 1993, by
City of Clearwater, Florida,
behalf of said corporation.
has produced
take an oath.
was acknowledged before me the
, as of The
a Florida municipal corporation, on
He/she is personally known to me or
a identification and did/did not
(S19nature of Person
Tak1ng Acknowledgment)
(Name of Acknowledger Typed, Pr1nted
or Stamped)
(T1tle or Rank)
(Ser1al Number)
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EXHIBIT "G"
BLANKET CONVEYANCE, BILL
OF SALE AND ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS:
THAT MARIA REAL ESTATE INC., a Florida municipal corporation
("Grantor"), having an address at 2502 Rocky Point Road, suite
695, Tampa, Florida 33607, for and in consideration of the sum of
Ten and NO/100 Dollars ($10.00) cash and other good and valuable
consideration in hand paid by The city of Clearwater, Florida, a
Florida municipal corporation, having an office at 112 South
Osceola Avenue, Clearwater, Florida 34616 ("Grantee"), the
receipt and sufficiency of which are hereby acknowledged and
confessed, has GRANTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED and
DELIVERED and does by these presents GRANT, SELL, ASSIGN,
TRANSFER, CONVEY and DELIVER unto Grantee, all of Grantor's
right, title and interest, to the extent assignable, and without
any representation or warranty whatsoever as to such
assignability, all of the other conveyed Assets (as hereinafter
defined), if any, located on, affixed to, and used in connection
with the real property located in pinellas County, Florida and
more particularly described on Exhibit "A" attached hereto and
incorporated herein by this reference or the improvements located
thereon (all such real property and the improvements located
thereon, are collectively called the "property"):
1. If an~, all machinery, furniture, furnishings,
equipment, fitt1ngs, fixtures, electronic business machines,
computers, data processing machinery, and all other office and
other e9Uipment and all other articles of personal property of
every k1nd and nature whatsoever affixed to, or attached to, or
placed upon and used in any wa~ in connection with the use,
enjoYment, occupancy or operat1on of the Property, including, but
without limiting the generality of the foregoing, if any, all
heating, lighting, incinerating, landscaping, loading, unloading,
garage and power equipment and supplies, engines, ~ipes, pumps,
tanks, motors, conduits, switchboards, ~lumbing, l1fting,
cleaning, fire prevention, fire extingu1shing, sprinkler systems,
refrigerating, ventilatin9, and communications apparatus, air
cooling and air condition1ng ap~aratus, elevators, escalators,
storm doors and windows, partit1ons, ducts and compressors,
shades, blinds, curtains, dra~eries, awnings and screens, rugs,
car~ets and other floor cover1ngs, hall and lobby equipment,
veh1cles, paintings, pictures, tapestries, wall hangings,
decoration, pottery and all other works of art, all vacuum
cleaning s~stems, all substitutions, attachments, components,
parts, equ1pment and accessories relatin9 to all of the
foregoing; provided, however, the forego1n9 shall not include any
personal property owned by or leased by th1rd parties to any
tenant occupying the Property, to the extent that the same does
not become the property of Grantor under the lease with any such
tenant or under applicable law (the "Personal Pro~erty"); and,
~rovided, further, that the enumeration of specif1c categories or
1tems of personal property in this section 1 for purposes of
defining the term "Personal Property" shall in no way or manner
be construed as a representation or warranty, express or implied,
G-1
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that any of such categories or items of personal property are in
fact affixed or attached to or have been placed upon and used in
any wa~ in connection with the use, enjoYment, occupancy or
operat1on of the Property or that Grantor shall have any
assignable interest therein.
2. All names, logos, trademarks, copyri9hts and designs
used or created in connection with the ownersh1p or operation of
the Property, if any, including, without limitation, the name
"The Atrium at Clearwater Square", together with the goodwill
appurtenant to each of such names, logos and designs (the "Trade
Names");
3. All warranties and guaranties relating to the Pro~erty
or any portion thereof or the Personal Property or any port1on
thereof, if any (the "Warranties");
4. All right, title and interest of Grantor, if any, as
lessee under any equipment leases relating to equipment or
property located upon the Property and used in connection
therewith (the "Equipment Leases");
5. All materials and brochures, ledger cards, maintenance
and operating records, keys and telephone exchange numbers (the
"Property Assets");
6. All plans and specifications for the construction of
the improvements located on the Property including, without
limitation, all fixtures and equipment necessary for operation
and occupancy of such improvements including such amendments
thereto, if any (the "Plans");
7. All oil, gas and mineral rights of Seller, if any, in
and to the Property (the "Mineral Rights");
8. If any, all compensation, awards, damages, rights or
causes of action and ~roceeds arising from an~ taking by any
lawful power or author1ty by exercise of the r1ght of
condemnation or eminent domain with respect to any of the
Property (the "Condemnation Proceeds");
9. All pre~aid water and sewer charges, capacity and
capacit~ reservat10n fees, utility deposits, hook-up or
connect1on fees, impact fees or use charges, and all other
governmental charges, fees, deposits and credits respecting the
Property for the period on and after the date hereof
(collectively, the "Governmental Credits");
10. The rights of Seller under the Develo~ment Agreement
dated as of July 14, 1983 and recorded in Offic1al Records Book
5868, Page 1530 of the Public Records of Pinellas County, FL (the
"Development Agreement"); and
11. To the extent not otherwise included, all "proceeds" of
the foregoing as defined in the UCC which, in any event, shall
include, but not be limited to, (i) any and all proceeds of
insurance, indemnit~, warranty or guaranty payable to Grantor
from time to time w1th respect to any of the Property, (ii) any
and all paYments in any form whatsoever made or due and payable
G-2
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to Grantor from time to time in connection with any requisition,
confiscation, condemnation, seizure or forfeiture of all or any
part of the Property by any governmental body, authority, bureau
or agency or any other person (whether or not acting under color
or governmental authority) and (iii) any and all other amounts
from time to time paid or payable under or in connection with the
Property or any of the other property or interests hereby
conveyed, sold or assigned by Grantor to Grantee (the
"Proceeds").
TO HAVE AND TO HOLD the Personal Property, Trade Names,
Warranties, Equipment Leases, Property Assets, Plans, Mineral
Rights, Condemnation Proceeds, Governmental Credits and
Development Agreement (all of the foregoing being hereinafter
sometimes collectively referred to as the "Conveyed Assets") unto
Grantee and Grantee's successors, legal representatives and
assigns, forever.
This conveyance is subject to the encumbrances set forth on
Exhibit "B" attached hereto and incorporated herein by reference.
Grantor (for itself and on behalf of Grantor's legal
representatives, successors and assigns) hereby warrants,
represents, covenants and agrees with Grantee that Grantor has
full right, power and authority to make this Blanket Conve~ance,
Bill of Sale and Assignment and to consummate the transact10ns
contemplated hereby, subject to the terms and conditions hereof.
All of the covenants, terms and conditions set forth herein
shall be binding upon and inure to the benefit of the parties
hereto, their respective successors, personal and legal
representatives, heirs, devisees and assigns.
This Blanket Conveyance, Bill of Sale and Assignment may be
executed in an~ number of counterparts, each of which shall be
deemed an orig1nal but all of which together shall constitute one
Agreement.
IN WITNESS WHEREOF, Grantor and Grantee have executed this
Blanket Conveyance, Bill of Sale and Assignment this day
of , 1993.
GRANTOR:
MARIA REAL ESTATE INC., a
Florida corporation
Print Name:
By:
Print Name:
Title:
Address:
2502 Rocky Point
Road, suite 695
Tampa, FL 33607
Print Name:
G-3
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ACKNOWLEDGMENTS
STATE OF FLORIDA
)
) ss:
)
COUNTY OF
The foregoing instrument
day of March, 1993, by
of Maria Real Estate Inc.,
corporation, on behalf of the corporation.
known to me or has produced
and did/did not take an oath.
was acknowledged before me the ___
, as
a Florida
He/she is personally
as identification
(Signature of Person Taking
Acknowledgment)
(Name of Acknowledger Typed, Printed
or stamped)
(Title or Rank)
(Serial Number)
G-4
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EXHIBIT -H-
FORM OF NOTICE TO TENANTS
[LETTERHEAD OF MARIA REAL ESTATE INC.]
TO: All Tenants
The Atrium at Clearwater Square
601 Cleveland Street
Clearwater, Florida
Re: Sale of The Atrium at Clearwater Sauare
Gentlemen:
Please be advised that Maria Real Estate Inc., has sold The
Atrium as Clearwater Square to The City of Clearwater, Florida, a
Florida municipal corporation. You are hereby instructed and
directed to make all future rental and other paYments under your
lease to The City of Clearwater, Florida at 112 S. Osceola
Avenue, Clearwater, Florida 34616 or at such other address as The
City of Clearwater, Florida may direct.
Very truly yours,
MARIA REAL ESTATE INC. a
Florida corporation
By:
G-5
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SCHEDULE J
~ ~ ~ AMTI
rug
BeJJ Atlantic: Phone SYltom(4th floor) 4/7/9$ 830,Ollmo.
Charles DrilgMI Interior Jandtcape 21./94 460,00/mo,
City of Clearwater ParkinS carll' throuah term '0% all
or ownership maint. ,xp.
Oft sar...
Datamatic Copier rental 30 day notic. 245.28/mo.
D.lta BUlin... Equip. Copi.r maintenlnee 30 day notice 37,43/rno.
pJu. ovoraa..
Di,1 PAl. Pea. lO day nodc. 21.07/mo.
'aet Protective Servico Security monitoring 7/18193 132.'O/mo.
Faison Aasoc:iation Manaa.ment fee 10/18/93 4% aro.. revenue
P.usan AlIOciation Broker fee 10/18/93 4% ftow tenantl
2% exiluni/r8l1.waJ
Oen.ral Purniture Leasing Furniture rental 30 day notice 237.26/mo.
Miami Elevator Elevator maintenance 12/26/95 1,488.96/mo.
Newsw Janitorial aervic:e 30 day notice 6.980.83/mo,
PineUu Landscapina EJrterior Jandscapinl 7/J 1/93 2S0.00/mo.
Pitney Bowes Postage metor/scale 11120/93 J 04.9~/qtrly.
~ Chemical W Iter treatment
(lOOting tower 30 day notiee ] 6S.00/mo.
RcntokiIl Jot.rior pest control 30 day notice 148.40/mo.
Secure" Guard service 30 day notice 2.030.12/mo.
Security EngineerinS Fire alarm t.tUn. 6/23/93 1 380.00Iyrly.
Select Pest Control Exterior Pelt Control 30 ctay notice 90.00/qtrly.
Tampa Bay Trane HV AC equip. inspection 4n/93 300,OO/mo.
~
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SCHEDULE "2-
PENDING ACTIONS
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