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MARIA REAL ESTATE INC (8) A' ."i'. I I BLANKET CONVEYANCE, BILL OF ~AT.R 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 any, all machinery, furniture, furnishings, equipment, fittings, fixtures, electronic business machines, computers, data processing machinery, and all other office and other equipment and all other articles of personal property of every kind and nature whatsoever affixed to, or attached to, or placed upon and used in any way in connection with the use, enjoYment, occupancy or operation 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, pipes, pumps, tanks, motors, conduits, switchboards, plumbing, lifting, cleaning, fire prevention, fire extinguishing, sprinkler systems, refrigerating, ventilating, and communications apparatus, air cooling and air conditioning apparatus, elevators, escalators, storm doors and windows, partitions, ducts and compressors, shades, blinds, curtains, draperies, awnings and screens, rugs, carpets and other floor coverings, hall and lobby equipment, vehicles, paintings, pictures, tapestries, wall hangings, decoration, pottery and all other works of art, all vacuum cleaning systems, all substitutions, attachments, components, MIFS02...:\RE\88\35888\0482\1450\AGR32793.RSO /2/' ,7';/0 - _ C--, ' : .' I I parts, equipment and accessories relating to all of the foregoing; provided, however, the foregoing shall not include any personal property owned by or leased by third 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 Property"); and, provided, further, that the enumeration of specific categories or items 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, 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 way in connection with the use, enjoyment, occupancy or operation of the Property or that Grantor shall have any assignable interest therein. 2. All names, logos, trademarks, copyrights and designs used or created in connection with the ownership 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 Property or any portion thereof or the Personal Property or any portion 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 proceeds arising from any taking by any lawful power or authority by exercise of the right of 2 " I I condemnation or eminent domain with respect to any of the Property (the "Condemnation Proceeds"); 9. All prepaid water and sewer charges, capacity and capacity reservation fees, utility deposits, hook-up or connection 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 Development Agreement dated as of July 14, 1983 and recorded in Official 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, indemnity, warranty or guaranty payable to Grantor from time to time with respect to any of the Property, (ii) any and all paYments in any form whatsoever made or due and payable 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 Conveyance, Bill of Sale and Assignment and to consummate the transactions contemplated hereby, subject to the terms and conditions hereof. 3 . . I I 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 any number of counterparts, each of which shall be deemed an original 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 29th day of March, 1993. GRANTOR: f WtJtirrJ MARIA REAL ESTATE INC., a Florida rporation ~~ McCARTHY Titl : Vice President Address: 2502 Rocky Point Road, suite 695 Tampa, FL 33607 4 I I ACKNOWT.RnGMRNTS STATE OF FLORIDA ) , ) ss: COUNTY OF \-\\\\s\:o[~ The foregoing instrument was acknowledged before me the 29th day of March, 1993, 'by JOSEPH F. McCARTHY as Vice President of Maria Real Estate Inc., orida-corpor~ion, on behalf of the corporation. He/she is e sonall known t~ or has produced as identification an did]a1d not take an oath. ~(Q" 00 "'-"-- (I~o~ (S1gnature of Person Taking Acknowledgment) ~(')\<?_<? ~ C o~e\\ (Name of Acknowledger Typed, Printed or stamped) ~ (~\-C')( C r-> ,- \.)"\ L_e 'S ()\'~ c ~,' (T1tle or RaNt) 01' 60 (Serial Number) (oS\ 5 " I I EXHIBIT RAR 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 MIFS02...:\RE\88\35888\0482\1450\EXH32793.N30 If tI I I Together with 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. A-2 t ~ -,f I . .~ I , I EXHIBIT "B" 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. B-1 MIFS02...:\RE\88\35888\0482\1450\EXH32793.N50