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ATRIUM AT CLEARWATER LIMITED SELLER: . CLOSI~G TRANSCRIPT . a. City of Clearwater, Florida (25-space Parcel) b. Community Redevelopment Agency of the City of Clearwater (Garage Parcel) BUYER: DATE: Atrium at Clearwater, Limited July 31, 1997 Property: a. 25-space Parcel b. Garage Parcel - Remainder of Park Street Garage (i.e., bottom two floors) 1. Settlement Agreement 2. General Releases a. from Atrium to CRA b. from Atrium to City 3. General Releases a. from City to Atrium b. from CRA to Atrium 4. Closing Statements 5. Special Warranty Deeds a. City to Atrium b. CRA to Atrium 6. Easement Agreement (from CRA to Atrium across 31-space Parcel) 7. Agreement (releasing obligations of misc. documents) 8. General Assignment (from CRA to Atrium re: parking licenses) 9. Lot Partition Agreement (re 31-space Parcel and Garage Parcel) 10. Bill of Sale (garage equipment) 11. Mortgage Spreader Loan Number 0-751353 12. Affidavit of No Liens a. City b. CRA c. Atrium 13. Non-Foreign Affidavits a. City b. CRA 14. Partnership Resolution 15. Partnership and Corporate status printouts 16. Surveys a. 25-space Parcel b. Garage parcel (31-space Parcel also shown) 17. Owner's Title Insurance Policy SELLER: BUYER: DATE: Property: . DISTRIBUTION OF DOCUMEI a. City of Clearwater, Florida (25-space Parcel) b. Community Redevelopment Agency of the City of Clearwater (Garage Parcel) Atrium at Clearwater, Limited July 31, 1997 a. 25-space Parcel b. Garage parcel - Remainder of Park Street Garage (Le., bottom two floors) 1 2 3 4 5 6 7 8 9 10 111 12 13 14 15 16 17 o C o o o o C o C o C C C C C o o C C C o C C C C C C C C C C C o C o o C o C C o C o C C C C C C o C C C C C C C C C C C C C C C C C C .;.;.:.;.;.:.:.;.:.;.:.;.;.;.:-..;.........;...... .,;.;.;.:.>;.>:.;.;.;.:-:.:.:.:->:.:.:.;.:.:.:.:,:.>: 11120 ",xz.m::!" (jff$qg ".. ,ntl&'","1' ,.., C C C o C C C C C C C o o o o o C C C C C C C C C C C C C C C C C C 1 Original to Hill, Ward & Henderson as counsel for Principal Mutual. . . IN THE CIRCUIT COURT OF THE SIXTH JUDICIAL CIRCUIT IN AND FOR PINELLAS COUNTY, FLORIDA CIVIL DIVISION ) ATRIUM AT CLEARWATER, LTD., a Florida Limited Partnership, by and through ATRIUM A T CLEARWATER, INC., General Partner, Plaintiff, vs. Case No, 95-003550-CI-021 THE CITY OF CLEARWATER, FLORIDA a body politic and a political subdivision of the State of Florida, and COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and a political subdivision of the State of Florida and the CITY OF CLEARWATER, Florida, Defendants, / SETTLEMENT AGREEMENT This Settlement Agreement is made and entered into effective as of ~I~ ,jltf , 1997, by and among the City of Clearwater, Florida (the "City"), the Community Redevelopment Agency of the City of Clearwater, Florida (the "CRA"), and Atrium at Clearwater, Ltd" a Florida limited partnership (the "Atrium"). RECITALS WHEREAS, the City, the CRA, and the Atrium entered into that certain Sale-Purchase Agreement dated October 29, 1993 (the "Sale-Purchase Agreement"), together with that certain Addendum to Sale-Purchase Agreement, also dated October 29, 1993 (the "Addendum"); and , l . . WHEREAS, the CRA and the Atrium entered into a separate agreement entitled Option to Purchase, dated November 29, 1993 (the "Option"), in which the City joined; and WHEREAS, the City and the Atrium entered into a separate agreement entitled Right of First Refusal, dated November 29, 1993 (the "Right of First Refusal"); and WHEREAS, pursuant to the Option, the Atrium had the right to purchase certain real property described in Exhibit "A" to the Option; and WHEREAS, the Atrium sought to exercise its rights under the Option, which resulted in a good-faith dispute between the Atrium, the CRA, and the City regarding the respective rights, duties and obligations of the parties under the Option; and WHEREAS, the dispute ultimately resulted in the filing of the above-styled lawsuit; WHEREAS, to avoid the risk, cost, and uncertainty of prolonged litigation, the parties in the above-styled lawsuit, which are the same parties to this Agreement, have agreed to settle their differences upon the terms and conditions contained herein; NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. The above recitals are true and correct and are incorporated herein by this reference, 2. Paragraphs 5 and 6 of the Option describe the process by which the purchase price for the property would be determined. CRA and the Atrium have mutually agreed to set a purchase price of Five Hundred Thousand Dollars ($500,000.00) for the property to be conveyed pursuant to the Option, as modified herein, Four Hundred Fifty Thousand Dollars ($450,000.00) shall be attributable to the Garage Parcel (as hereafter defined) and Fifty Thousand Dollars ($50,000.00) shall be attributable to the 25-space Parcel (as hereafter defined). -2- 1 -~, - . 3. Upon executing the Option, the Atrium paid to the CRA $50,000.00. At Closing (as defined hereafter), the Atrium shall receive a credit for the $50,000.00 it previously paid, leaving a balance due of $450,000.00 (subject to other adjustments and prorations as set forth herein and in the Option). 4, At Closing, CRA shall convey to the Atrium, by special warranty deed, a portion of the property described in Exhibit "A" to the Option. As reflected in the sketch attached hereto as Exhibit "A," it is the intent of the parties that CRA will convey that portion of the parking garage (including the bottom two floors) not previously conveyed to the Atrium; provided, however, that the CRA will not be obligated to convey the real property upon which is located approximately 31 surface parking spaces. With respect to the property described on Exhibit "A" to the Option, the City and/or the CRA shall procure, at its sole cost and expense, a survey that identifies, by way of separate legal description, the property identified on Exhibit "A" attached hereto as the "Garage Parcel" and the property upon which the 31 surface parking spaces are located and which is identified on Exhibit "A" as the "31-space Parcel." The survey as to the Garage Parcel shall be sufficient so as to allow the title company to delete the survey exception for the title insurance policy for said parcel. Said survey shall be certified to City, the CRA, the Atrium, FA TIC, and TZBZU, and shall be delivered to the Atrium at least five (5) days prior to Closing, The legal descriptions for the deeds shall be taken from the survey. 5. In addition to the above conveyance, and as a swap for the 31-space Parcel, the City shall convey to the Atrium the real property shown on Exhibit "A" which contains approximately 25 surface parking spaces (the "25-space Parcel"), This conveyance shall be by special warranty deed and the Atrium shall not be required to pay any additional compensation for said property above and beyond the purchase price set forth above. 6. a. Consistent with paragraph 8 of the Option, the special warranty deeds from the CRA and the City shall be free and clear of all liens and encumbrances except easements and restrictions of record and taxes for the year of Closing, The CRA and the City shall furnish title -3- . . survey shall be certified to the same parties identified in paragraph 4 above and shall be delivered to TZBZU at least five (5) days before Closing, The legal description for the deed shall be taken from the survey. 7. With respect to the Garage Parcel, the parties acknowledge that there is located thereon certain equipment used in the operation of the property as a parking garage. Atrium has reviewed and inspected such equipment to determine what portion of the equipment Atrium believes is necessary for the continued operation of the property as a parking garage facility. Atrium has determined that all of the equipment, except for the cash register, will be needed. It is therefore agreed that all of the equipment currently located on the Garage Property and used in connection with the operation of the property as a parking garage (excluding cash register) shall remain on and with the Garage Property at Closing. 8. With respect to the Garage Parcel, the parties acknowledge that the City has entered into short-term leases with various persons for the use of the parking garage (the "Parking Leases"). In addition, the City currently is using the garage for its own use. Therefore, the parties agree as follows: a. The City represents that there are approximately sixty-one (61) Parking Leases, all of which are assignable and all of which are cancelable upon thirty (30) days written notice. Upon execution hereof, the City will not enter into any additional leases for parking without the Atrium's consent. At least five (5) days before Closing, the City shall provide to Atrium a list of all Parking Leases. At Closing, the City shall assign its rights under the Parking Leases to the Atrium and shall deliver to Atrium any and all monthly access card deposits. Income generated from the Parking Leases shall be prorated at Closing. b. Atrium agrees to allow up to sixty (60) City vehicles to use the parking garage, without cost, from the date of the actual Closing until September 30, 1997. Thereafter, Atrium agrees to provide the City with spaces, to the extent and so long as spaces are available, at a cost, per vehicle, not to exceed thirty-seven dollars and fifty cents ($37.50) per month. -5- . . 9. The Atrium hereby forever waives the requirement set forth in paragraph 9 of the Option that CRA provide purchase money financing. Instead, consistent with paragraph 11 of the Option, the Atrium's payment shall be in cash, wire transfer, or certified funds. 10. Consistent with paragraph 13 of the Option, real estate taxes and assessments shall be prorated as of the date of Closing. 11. The Atrium further waives and forever releases the City and the CRA from any obligation contained in paragraph 9 of the Addendum, Neither the CRA nor the City shall have any commitment to spend money for improvements to the area south of Cleveland Street or to any other portion of the CRA district or the City. 12. A closing (the "Closing") shall take place to consummate the above-referenced real estate transactions on or about July 30, 1997. The Closing shall take place at the Clearwater office of Tew, Zinober, Barnes, Zimmet & Unice. In addition to the standard real estate documents required to be signed at Closing (i.e" special warranty deeds, no lien affidavits, closing statements, etc.), the Atrium shall execute and deliver to the City and the CRA general releases in favor of both the City and the CRA, and the City and the CRA shall execute and deliver to the Atrium general releases in favor of the Atrium. The general releases shall be in the forms attached hereto as Exhibit "B" and Exhibit "C," respectively. 13. Also at Closing, the parties hereto shall deliver to Tew, Zinober, Barnes, Zimmet & Unice a joint stipulation of dismissal with prejudice in the form attached hereto as Exhibit "D." Tew, Zinober, Barnes, Zimmet & Unice shall, immediately upon closing, file the original in the Court file. 14. With respect to the Right of First Refusal, the City and the Atrium mutually acknowledge that it remains valid and enforceable in accordance with its terms. The Atrium specifically acknowledges that the police station located on the property as of the date of the Right of First Refusal has been razed and that the parking garage that is being built or which has -6- JUL-17-97 15-16 FROM-GREF~WALO & ASSOC. 10-561 .; 0282 PAGE 9/11 .- . 19_ 111: PIdi:s --1IrC 10 C!00P04 l5id: eaU ~ bcfim; cbiDg _ after ~~ 10'" ., Tl:& * 1I:ms of_ ~"--<< Ap~ aDd '&he ir:lk:dr ~dIe ~ as ."" ~h..;I'.-;..1J II:n.ia. 20. QN;~of&'f~==_arrc:bdr~1D*ptaceat2r~ sLaIr~~ ~'&p:des~ Sl!ll ~1IID:k8bd saIsbe!r:cr:>> ~ as af1be d8!e .3C:t 1bJ1h ~ AlXlUM AT ct.EAR.WAJa" LID.., a F1mida limi!m p"'h~ Xp By: ~~~ ': ~~Ff..mJ:/~l;R: t:Jl.... --'" -or-~ ,aIY OF aEA1WA-ra. PJ:.OJm)A Ritz ~ ~......r.n-. ~ By-~ CilJ'~~{ ~ as Ut 1brm 3Dd kDI ,mn~ P:lu.da X. Aim Qy~ AUI!sI: ~ E. r_>dea. Q.y O::tk ~ . CO~ REDEVELoPMENT AGENcY OIl Tn CITY OF ClEAR.WAlER, lltORIDA ~ Itatlat ~ f'p. ~w.;: ~ .... ~ :'\ l~1YV " ~~_.,~~ 8BIl!B !!E'4 s:m ~= lC2W . ~~ \ I /,,- \..:J 0. '( 0.. ~ e II \> 0.:<" c-e \ ) ~ \1 1 'T) \ I :> \ - s t>a.ce \~'(" c..e \ -> ;J '" 1<\ ~ '\ l'b ~ EXHIBIT "A" . \\ 'J S - '=>C;4C-"- \' CA '<" ce \ \ \ ~-fY"i \J 'M ~\J\ \&'-"'5 ~ ~ 5' ~ ti g: ~ ~ rt Z ~~PJ~~(Dp,~~~ ~ 0, () (D lJ.,::l f-J. Ql .. c:TI 8 c ~~ 0 rn 5 t1 'B.. f-J. (D. ::l f-3 rTO~::S g.H1 Ul~ , ~ ~ g: g a ~ & 8 t;' ~ (D (D ~ rt f-J. Ul' ~ Ul ~ tp, ::r i' (D Ul U) f-J. 8 ~ H ~ g: PJ (D g: < f-J' @ (D t1 rT (D(DI-'tr'Ul 0 rT tp, t.<:: UlUl (D f-J. 1-" C I-'HUl (DO::llQ ~ PJ '0 ~. g- ::l ~ rt ::r (D lQ t1 I-' ;l ~ Ul at1(DI-'Ul~PJrt;;o;' "PJtp, ()lJ.,t1 (D '&H ~(D(D~rt Ul(D (Drt'O 9- 0, . ogg: p,<:(D t1 f-J' ~ 1t 0, . . GENERAL RELEASE (From the Atrium in favor of the City) KNOW ALL MEN BY THESE PRESENTS THAT: ATRIUM AT CLEARWATER, L TD., a Florida limited partnership, by and through Atrium at Clearwater, Inc., its general partner (hereinafter, the "Atrium"), for and in consideration of the sum of Ten ($10.00) Dollars and other valuable consideration, received from or on behalf of CITY OF CLEARWATER, FLORIDA, or its officers, agents, or representatives (hereinafter, the "City"), the receipt and sufficiency of which is hereby acknowledged; DOES HEREBY remise, release, acquit, satisfy, and forever discharge the City, individually and collectively, jointly and severally, and including any of its agents, officers, partners, employees or representatives, including sureties, and any of their parent or subsidiary companies or affiliated business entities, of and from all, and all manner of, action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, liens (mechanics', equitable, or otherwise), contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which the Atrium ever had, now has, or which any personal representative, successor, heir or assignee of the Atrium hereafter can, shall, or may have, against the City, for, upon, or by reason of that certain Sale-Purchase Agreement dated October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also dated October 17, 1993, and that certain Option to Purchase [Agreement] dated November 29, 1993, all by and among the City, the Atrium, and the Community Redevelopment Agency of the City of Clearwater, together with the claims set forth in that certain lawsuit styled as follows: Atrium at Clearwater. Ltd.. a Florida Limited Partnership. by and throug:h Atrium at Clearwater. Inc.. General Partner. Plaintiff. vs. The City of Clearwater. Florida. a body politic and a political subdivision of the State of Florida. and Community Redevelopment Agency of the City of Clearwater. a body politic and a political subdivision of the State of Florida and the City of Canposite Exhibit"B" , .' . . Clearwater. Florida. Defendants, Case No, 95-00355D-CI-021, Circuit Court in and for Pinellas County, Florida. IN WITNESS WHEREOF, we have hereunto set our hands and seals effective this _ day of , 1997. Signed, sealed and delivered in the presence of: ATRIUM AT CLEARWATER, LTD., a Florida limited partnership Signature of Witness #1 By: A1RIUMATCLEARWATER, INC. as general partner Typed or printed name of Witness #1 By: Its: Signature of Witness #2 Typed or printed name of Witness #2 #97469 -2- . . GENERAL RELEASE (From the Atrium in favor of the CRA) KNOW ALL MEN BY THESE PRESENTS THAT: ATRIUM AT CLEARWATER, LTD., a Florida limited partnership, by and through Atrium at Clearwater, Inc., its general partner (hereinafter, the "Atrium"), for and in consideration of the sum of Ten ($10.00) Dollars and other valuable consideration, received from or on behalf of COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER FLORIDA, or its officers, agents, or representatives (hereinafter, the "CRA"), the receipt and sufficiency of which is hereby acknowledged; DOES HEREBY remise, release, acquit, satisfy, and forever discharge the CRA, individually and collectively, jointly and severally, and including any of its agents, officers, partners, employees or representatives, including sureties, and any of their parent or subsidiary companies or affiliated business entities, of and from all, and all manner of, action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, liens (mechanics', equitable, or otherwise), contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which the Atrium ever had, now has, or which any personal representative, successor, heir or assignee of the Atrium hereafter can, shall, or may have, against the CRA, for, upon, or by reason of that certain Sale-Purchase Agreement dated October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also dated October 17, 1993, and that certain Option to Purchase [Agreement] dated November 29, 1993, all by and among the Atrium, the CRA, and the City of Clearwater, together with the claims set forth in that certain lawsuit styled as follows: Atrium at Clearwater. Ltd.. a Florida Limited Partnership. by and through Atrium at Clearwater. Inc,. General Partner. Plaintiff. vs. The City of Clearwater. Florida. a body politic and a political subdivision of the State of Florida. and Community Redevelopment Al!ency of the Citv of Clearwater. a body politic and a political Canposite Exhibit "B" , ',r . . subdivision of the State of Florida and the City of Clearwater. Florida. Defendants, Case No. 95-003550-CI-021, Circuit Court in and for Pinellas County, Florida. IN WITNESS WHEREOF, we have hereunto set our hands and seals effective this _ day of , 1997. Signed, sealed and delivered in the presence of: ATRIUM AT CLEARWATER, LTD" a Florida limited partnership Signature of Witness #1 By: ATRIUM AT CLEARWATER, INC. as general partner Typed or printed name of Witness #1 By: Its: Signature of Witness #2 Typed or printed name of Witness #2 #97468 -2- , " . . GENERAL RELEASE (From the City in favor of the Atrium) KNOW ALL MEN BY THESE PRESENTS THAT: CITY OF CLEARWATER, FLORIDA (hereinafter, the "City"), for and in consideration of the sum of Ten ($10.00) Dollars and other valuable consideration, received from or on behalf of ATRIUM AT CLEARWATER, LTD., a Florida limited partnership, or its officers, agents, or representatives (hereinafter, the "Atrium"), the receipt and sufficiency of which is hereby acknowledged; DOES HEREBY remise, release, acquit, satisfy, and forever discharge the Atrium, individually and collectively, jointly and severally, and including any of its agents, officers, partners, employees or representatives, including sureties, and any of their parent or subsidiary companies or affiliated business entities, of and from all, and all manner of, action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, liens (mechanics', equitable, or otherwise), contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which the City ever had, now has, or which any personal representative, successor, heir or assignee of the City hereafter can, shall, or may have, against the Atrium, for, upon, or by reason of that certain Sale-Purchase Agreement dated October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also dated October 17, 1993, and that certain Option to Purchase [Agreement] dated November 29, 1993, all by and among the City, the Atrium, and the Community Redevelopment Agency of the City of Clearwater, together with the claims set forth in that certain lawsuit styled as follows: Atrium at Clearwater. Ltd.. a Florida Limited Partnership. by and through Atrium at Clearwater. Inc.. General Partner. Plaintiff. vs. The City of Clearwater. Florida. a body politic and a political subdivision of the State of Florida. and Community Redevelopment Agency of the City of Clearwater. a body politic and a political subdivision of the State of Florida and the City of Clearwater. Florida. Defendants, Case No. 95-003550-CI-021, Circuit Court in and for Pinellas County, Florida. CcxrpOsite Exhibit "e" . . IN WITNESS WHEREOF, we have hereunto set our hands and seals effective this _ day of ,1997. Countersigned: CITY OF CLEARWATER, FLORIDA By: Michael J. Roberto City Manager Approved as to form and legal sufficiency: Attest: Pamela K. Akin City Attorney Cynthia E. Goudeau City Clerk #97471 -2- . . GENERAL RELEASE (From the CRA in favor of the Atrium) KNOW ALL MEN BY THESE PRESENTS THAT: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER FLORIDA (hereinafter, the "CRA"), for and in consideration of the sum of Ten ($10.00) Dollars and other valuable consideration, received from or on behalf of ATRIUM AT CLEARWATER, LTD., a Florida limited partnership, or its officers, agents, or representatives (hereinafter, the "Atrium"), the receipt and sufficiency of which is hereby acknowledged; DOES HEREBY remise, release, acquit, satisfy, and forever discharge the Atrium, individually and collectively, jointly and severally, and including any of its agents, officers, partners, employees or representatives, including sureties, and any of their parent or subsidiary companies or affiliated business entities, of and from all, and all manner of, action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, liens (mechanics', equitable, or otherwise), contracts, controversies, agreements, promises, variances, trespasses, damages, jl.J.dgments, executions, claims and demands whatsoever, in law or in equity, which the CRA ever had, now has, or which any personal representative, successor, heir or assignee of the CRA hereafter can, shall, or may have, against the Atrium, for, upon, or by reason of that certain Sale-Purchase Agreement dated October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also dated October 17, 1993, and that certain Option to Purchase [Agreement] dated November 29, 1993, all by and among the Atrium, the CRA, and the City of Clearwater, together with the claims set forth in that certain lawsuit styled as follows: Atrium at Clearwater. Ltd.. a Florida Limited Partnership. by and through Atrium at Clearwater. Inc.. General Partner. Plaintiff. vs. The City of Clearwater. Florida. a body politic and a political subdivision of the State of Florida. and Community Redevelopment Agency of the City of Clearwater. a body politic and a political subdivision of the State of Florida and the City of Clearwater. Florida. Defendants, Case No. 95-003550-CI-D21, Circuit Court in and for Pinellas County, Florida. Catposite Exhibit "e" . . IN WITNESS WHEREOF, we have hereunto set our hands and seals effective this _ day of , 1997. Signed, sealed and delivered in the presence of: Community Redevelopment Agency of the City of Clearwater, Florida By: (Print name of witness) Attest: (Print name of witness) Cynthia E. Goudeau, City Clerk Approved as to form: Pamela K. Akin, City Attorney #97472 -2- , " . . IN THE CIRCUIT COURT OF THE SIXTH JUDICIAL CIRCUIT IN AND FOR PINELLAS COUNTY, FLORIDA CIVIL DMSION ATRIUM AT CLEARWATER, LTD., a Florida Limited Partnership, by and through ATRIUM AT CLEARWATER, INC., General Partner, Plaintiff, vs. Case No, 95-003550-CI-021 THE CITY OF CLEARWATER, FLORIDA a body politic and a political subdivision of the State of Florida, and COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and a political subdivision of the State of Florida and the CITY OF CLEARWATER, Florida, Defendants. / JOINT STIPULATION FOR DISMISSAL WITH PREJUDICE Plaintiff, Atrium at Clearwater, Ltd., a Florida limited partnership, by and through Atrium at Clearwater, Inc., General Partner, and defendants, The City of Clearwater, Florida, and Community Redevelopment Agency of the City of Clearwater, all by and through their respective undersigned attorneys, hereby stipulate and agree to the dismissal of all claims or requests for relief asserted herein, with prejudice, each party to bear their own cost and expenses, including attorneys' fees, with regard thereto, The parties further stipulate and agree to entry of an order of dismissal by the court pursuant to this Stipulation. Kerry A. Greenwald, Fla. Bar #629065 Greenwald, Ventry & Associates Sanctuary Centre, Suite 307-B 4800 N, Federal Highway Boca Raton, FL 33431 Telephone: (407) 395-0200 Attorneys for Plaintiff Dated: Fredric S. Zinober, SPN #211805 Robert L. Bames, Jr., #693883 Tew, Zinober, Bames, Zimmet & Unice 2655 McCormick Drive Clearwater, FL 34619 Telephone: (813) 799-2882 Attorneys for Defendants Dated: ecroposite Exhibit "D" ~ \ . . IN THE CIRCUIT COURT OF THE SIXTH JUDICIAL CIRCUIT IN AND FOR PINELLAS COUNTY, FLORIDA CIVIL DIVISION ATRIUM AT CLEARWATER, LTD" a Florida Limited Partnership, by and through ATRIUM AT CLEARWATER, INC., General Partner, Plaintiff, vs. Case No. 95-003550-CI-021 THE CITY OF CLEARWATER, FLORIDA a body politic and a political subdivision of the State of Florida, and COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a body politic and a political subdivision of the State of Florida and the CITY OF CLEARWATER, Florida, Defendants. I ORDER OF DISMISSAL The above cause came before the Court on the foregoing Joint Stipulation for Dismissal With Prejudice. The Court being fully advised in the premises, it is ORDERED AND ADJUDGED that this case is dismissed and the Clerk of the Court is hereby directed to close the file. Each party shall bear its own costs and expenses, including attorneys' fees. DONE AND ORDERED in Chambers at Pinellas County, Florida, this day of , 1997. Circuit Judge Copies furnished to: Robert L. Barnes, Jr., Esquire Kerry A. Greenwald, Esquire carposite Exhibit "D" . . GENERAL RELEASE (From the Atrium in favor of the CRA) KNOW ALL MEN BY THESE PRESENTS THAT: ATRIUM AT CLEARWATER, LTD., a Florida limited partnership, by and through Atrium at Clearwater, Inc., its general partner (hereinafter, the "Atrium"), for and in consideration of the sum of Ten ($10.00) Dollars and other valuable consideration, received from or on behalf of COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER FLORIDA, or its officers, agents, or representatives (hereinafter, the "CRA"), the receipt and sufficiency of which is hereby acknowledged; DOES HEREBY remise, release, acquit, satisfy, and forever discharge the CRA, individually and collectively, jointly and severally, and including any of its agents, officers, partners, employees or representatives, including sureties, and any of their parent or subsidiary companies or affiliated business entities, of and from all, and all manner of, action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, liens (mechanics', equitable, or otherwise), contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which the Atrium ever had, now has, or which any personal representative, successor, heir or assignee of the Atrium hereafter can, shall, or may have, against the CRA, for, upon, or by reason of that certain Sale-Purchase Agreement dated October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also dated October 17, 1993, and that certain Option to Purchase [Agreement] dated November 29, 1993, all by and among the Atrium, the CRA, and the City of Clearwater, together with the claims set forth in that certain lawsuit styled as follows: Atrium at Clearwater. Ltd.. a Florida Limited Partnership. by and through Atrium at Clearwater. Inc.. General Partner. Plaintiff. vs. The City of Clearwater. Florida. a bodv politic and a political subdivision of the State of Florida. and Community Redevelopment Al!ency of the City of Clearwater. a bodv \,olitic and a political ~ . . subdivision of the State of Florida and the City of Clearwater. Florida. Defendants, Case No. 95-003550-CI-021, Circuit Court in and for Pinellas County, Florida. IN WITNESS WHEREOF, we have hereunto set our hands and seals effective this~ay Of~. 1997. Signed, sealed and delivered in the pr sence of: ATRIUM AT CLEARWATER, LTD., a Florida limited partnership JtM~hRff- MQI211LL. Typed or printed name of Witness #1 ~~~ Signature of Witness #2 $/#f.Ipe~ /11. $('!..#/geR,tJe Typed or printed name of Witness #2 By: ATRIUM AT CLEARWATER, INC. as general partner rJ:'~~ #97468 -2- . . GENERAL RELEASE (From the Atrium in favor of the City) KNOW ALL MEN BY THESE PRESENTS THAT: ATRIUM AT CLEARWATER, LTD., a Florida limited partnership, by and through Atrium at Clearwater, Inc., its general partner (hereinafter, the "Atrium"), for and in consideration of the sum of Ten ($10.00) Dollars and other valuable consideration, received from or on behalf of CITY OF CLEARWATER, FLORIDA, or its officers, agents, or representatives (hereinafter, the "City"), the receipt and sufficiency of which is hereby acknowledged; DOES HEREBY remise, release, acquit, satisfy, and forever discharge the City, individually and collectively, jointly and severally, and including any of its agents, officers, partners, employees or representatives, including sureties, and any of their parent or subsidiary companies or affiliated business entities, of and from all, and all manner of, action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, liens (mechanics', equitable, or otherwise), contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which the Atrium ever had, now has, or which any personal representative, successor, heir or assignee of the Atrium hereafter can, shall, or may have, against the City, for, upon, or by reason of that certain Sale-Purchase Agreement dated October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also dated October 17, 1993, and that certain Option to Purchase [Agreement] dated November 29, 1993, all by and among the City, the Atrium, and the Community Redevelopment Agency of the City of Clearwater, together with the claims set forth in that certain lawsuit styled as follows: Atrium at Clearwater. Ltd.. a Florida Limited Partnership. by and through Atrium at Clearwater. Inc.. General Partner. Plaintiff. vs. The City of Clearwater. Florida. a body politic and a political subdivision of the State of Florida. and Community Redevelopment Agency of the Citv of Clearwater. a body politic and a political subdivision of the State of Florida and the Citv of . . Clearwater. Florida. Defendants, Case No. 95-003550-CI-021, Circuit Court in and for Pinellas County, Florida. IN WITNESS WHEREOF, we have hereunto set our hands and seals effective this~ day Of~. 1997. Signed, sealed and delivered in the presence of: ATRIUM AT CLEARWATER, LTD., a Florida limited partnership ype or printed name of Witness #1 Ct/"~4L ;;y ~ Signature of Witness #2 SAAJL)~A fi1- ~t!/lfic.evc- Typed or printed name of Witness #2 By: ATRIUM AT CLEARWATER, INC. as general partner rJ:'~~~ #97469 -2- . . GENERAL RELEASE (From the City in favor of the Atrium) KNOW ALL MEN BY THESE PRESENTS THAT: CITY OF CLEARWATER, FLORIDA (hereinafter, the "City"), for and in consideration of the sum ofTen ($10.00) Dollars and other valuable consideration, received from or on behalf of ATRIUM AT CLEARW A TER, LTD., a Florida limited partnership, or its officers, agents, or representatives (hereinafter, the "Atrium"), the receipt and sufficiency of which is hereby acknowledged; DOES HEREBY remise, release, acquit, satisfy, and forever discharge the Atrium, individually and collectively, jointly and severally, and including any of its agents, officers, partners, employees or representatives, including sureties, and any of their parent or subsidiary companies or affiliated business entities, of and from all, and all manner of, action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, liens (mechanics', equitable, or otherwise), contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which the City ever had, now has, or which any personal representative, successor, heir or assignee of the City hereafter can, shall, or may have, against the Atrium, for, upon, or by reason of that certain Sale-Purchase Agreement dated October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also dated October 17, 1993, and that certain Option to Purchase [Agreement] dated November 29, 1993, all by and among the City, the Atrium, and the Community Redevelopment Agency of the City of Clearwater, together with the claims set forth in that certain lawsuit styled as follows: Atrium at Clearwater. Ltd.. a Florida Limited Partnershio. by and through Atrium at Clearwater. Inc.. General Partner. Plaintiff. vs. The City of Clearwater. Florida. a body politic and a political subdivision of the State of Florida. and Community Redevelopment Agency of the City of Clearwater. a body politic and a political subdivision of the State of Florida and the City of Clearwater. Florida. Defendants, Case No. 95-003550-CI-021, Circuit Court in and for Pinellas County, Florida. . . " IN WITNESS WHEREOF, we have hereunto set our hands and seals effective n:it ./' thisj[ day of -. \ tJ I L1 , 1997. \ ::~l~EARW A TER, ~ORIDA Michael J ~. Roberto' \"" City Manager::' or . \' ." ."., .... \, Jr. Vice Approved as to form and 1ejJlfficr PlImela l . City Attorney Attest: ;:./ ... ". \.. #97471 -2- . . GENERAL RELEASE (From the CRA in favor of the Atrium) KNOW ALL MEN BY THESE PRESENTS THAT: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER FLORIDA (hereinafter, the "CRA"), for and in consideration of the sum of Ten ($10.00) Dollars and other valuable consideration, received from or on behalf of ATRIUM AT CLEARW A TER, L TD., a Florida limited partnership, or its officers, agents, or representatives (hereinafter, the "Atrium"), the receipt and sufficiency of which is hereby acknowledged; DOES HEREBY remise, release, acquit, satisfy, and forever discharge the Atrium, individually and collectively, jointly and severally, and including any of its agents, officers, partners, employees or representatives, including sureties, and any of their parent or subsidiary companies or affiliated business entities, of and from all, and all manner of, action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, liens (mechanics', equitable, or otherwise), contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which the CRA ever had, now has, or which any personal representative, successor, heir or assignee of the CRA hereafter can, shall, or may have, against the Atrium, for, upon, or by reason of that certain Sale-Purchase Agreement dated October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also dated October 17, 1993, and that certain Option to Purchase [Agreement] dated November 29, 1993, all by and among the Atrium, the CRA, and the City of Clearwater, together with the claims set forth in that certain lawsuit styled as follows: Atrium at Clearwater. Ltd.. a Florida Limited Partnership. by and through Atrium at Clearwater. Inc.. General Partner. Plaintiff. vs. The City of Clearwater. Florida. a body politic and a political subdivision of the State of Florida. and Community Redevelopment Agency of the City of Clearwater. a body politic and a political subdivision of the State of Florida and the City of Clearwater. Florida. Defendants, Case No. 95-003550-CI-021, Circuit Court in and for Pinellas County, Florida. . . IN WITNESS WHEREOF, we have hereunto set our hands and seals effective this 3/ day of July , 1997. Signed, sealed and delivered in the presence of: Community Redevelopment Agency of the City of Clearwater, Florida By: V", Af/l/) SuJ..-. . i.;;{1n Seel, Vice Cha1:rman Cfvy~ -fh . a.~OO",-"'--A Janis M. Przywara (print name of witness) Attest: " '., L~J) k .'1.\ I . i if I" . . .,' . u.>4-1\.-Ll.~.',",,-,-- -.... ........... "... ~~ '0 . K thleen E. Roberts (Print name of witness) . . o . .~ Approved as to form: f!J Jr. ' . t .....,:,;'.... Pamela K. n, City Attorney #97472 -2- . . CLOSING STATEMENT Seller: City of Clearwater, Florida, a municipal corporation (Parcel I) Community Redevelopment Agency of the City of Clearwater, Florida (Parcel II) Buyer: Atrium at Clearwater, Limited, a Florida limited partnership Property: See Legal Description attached hereto Closing Date: July 30, 1997 SELLER 'S STATEMENT Purchase Price: $500,000.00 Less Option Deposit Less Closing Costs Survey to George F. Young & Assoc. Search & Exam to First American Title 1/2 Recording of "Agreement" Attorney's Fees to Tew, Zinober, et a1.* Attorney's Costs to Tew, Zinober, et a1.* Transfer of Card Deposits TOTAL $50,000.00 2,200.00 300.00 21.00 10,658.30 212.30 1.320.00 (64,711.60) Plus Credits due to City: July Parking Expenses May Operating Expenses June Operating Expenses July Operating Expenses TOTAL 1,901.60 1,877.61 2,143.52 2.549.89 8.472.62 $443.761.02 TOTAL DUE TO SELLERS *Fees are estimated through the date of closing; costs reflect items posted through July 25, 1997. Both fees and costs are subject to final post-closing reconciliation. Community Redevelopment Agency of the City of Clearwater, Florida .By:lN:Utiil.C~ . . Karen See;+, Vlce Chairman Attest: Approved as to form: II.j J j Pamela K. Akin, City Attorney CITY OF CLEARWATER, a municipal corporation By; Approved as to form and, correctness: ~l(4 Pamela AKin, City Attorney By: . . CLOSING STATEMENT Seller: City of Clearwater, Florida, a municipal corporation (Parcel I) Community Redevelopment Agency of the City of Clearwater, Florida (Parcel II) Buyer: Atrium at Clearwater, Limited, a Florida limited partnership Property: See Legal Description attached hereto Closing Date: July 30, 1997 BUYER 's STATEMENT Less Option Deposit Less Transfer of Card Deposits $500,000.00 ($50,000.00) ( 1,320.00) Purchase Price: Plus Closing Costs Updated Survey: Gene Caudell & Assoc. (25-space Parcel) 500.00 Recording Record Warranty Deed from City Documentary Stamps on WD from City Record Warranty Deed from CRA Documentary Stamps on WD from CRA Record Easement Agreement Documentary Stamps on Easement Agreement 1/2 Recording of "Agreement" Record Partnership Affidavit Record Mortgage Spreader Agreement 19.50 3,150.00 19.50 350.00 28.50 .70 21.00 15.00 50.00 Title Charges Search & Exam to Chicago Title Owner's Policy Premium Spreader Endorsement 250.00 2,575.00 250.00 Credits due to City: July Parking Expenses May Operating Expenses June Operating Expenses July Operating Expenses 1,901.60 1,877.61 2,143.52 2.549.89 TOTAL COSTS TOTAL DUE FROM BUYER 15.701.82 $464.981.82 Atrium at Clearwater Limited, a Florida limited partnership By: Atrium at Clearwater, Incorporated, a Florida corporation, its sole general partner By: #107159.1 . . MORTGAGE LOAN CLOSINGSTATEMENI BORROWER: LENDER: LOAN NO: DATE OF CLOSING: PROPERTY LOCATION: TITLE INSURER: ATRIUM AT CLEARWATER. LIMITED. a Florida limited partnccsbjp PRINCIPAL MUTUAL LIFE INSURANCE COMPANY. an Iowa corporation D-751353 July --,1997 Pincllas County, Florida Chicago Title Insurance Company BORROWER'S EXPENSES A. To Lender in payment of: 1. S 1,000.00 Loan processing fee TOTAL B. To Hill, Ward &. Henderson. P.A., in payment of: $ 1,000.00 1. Attorneys' fees for representation of Lender S 1,500.00 interim out-of-pocket expenses including long distam:e telepbcnc charges. reproduction costs and expedited delivery charsec (e.g.. Federal Express) (estimated . any additional char~ to b; billed to Borrower) TOTAL BORROWER'S TOTAL LOAN CLOSING COSTS AND EXPENSES 2. s 50.00 $ 1,550.00 $ 2,550.00 NOTE: ALL OTHER COSTS OF BORROWER PAID ourSIDE OF CLOSING. ~f\ . FROM HILL WARD HENDERSON . (WED) 7. 30' 97 : 6: 12/8T. 16: 06/NO. 4260294378 P 14 . APPROVAL OF CLOSING STATEMENT, INSTRUCTIONS TO CLOSING AGENT AND POST -CLOSING AGREEMENTS Borrower hereby acknowledges that it has read and approved the foregoing Mortgage Loan Closing Statement and hereby approves, authori7J:S and directs Closing Aient's disbmse.mart of the proceeds of the disbursement by Leader for the purposes and in the manner. amounts and to the pc::rsons hereinabove set forth. In the case of closing cmts aod expenses directed to be paid as aforesaid. Borrower understands and agrees that, in the event that the actual expc:nsc is more than stated, Borrow=- shall pay upon demand the actual expenses over a.nd above: the statod amount. ATRIUM AT CLEARWATER, LIMITED. a Florida limited parmaship By its geucral partner: ATRIUM AT CLEARWATER, INCORPORATED. I Florida ~l Y"" ~OD , /'I By: t:~c/".//R~u/? WalterJ: Mackey,lr., President ~~ bke: 7:>.4/Z. {fAt-f. ~ fI"..J 1it:o<;wcNane ~, - Ir;~ (Print or Type Name) (COIporate Seal) ':\WP61\WOlK\~CIPA\MACI:E'i'a.OSING.STA 2 Jv~ Cl P.ECORCING REC J:1S9 DR210~Ocr DS INT PIC CERT K- ,,.' -, ..~., r')' ---' FEES MTF REV . INST # 97-219425 JLY 31, 1997 7:14PM . This instrument prepared by and return to: Robert L. Barnes, Jr., Esquire Tew, Zinober, Barnes, Zimmet & Uoice P. O. Box 5124 Clearwater, Florida 34618 PINELLAS COUNTY FLA OFF.REC.BK 9792 PG l607 Parcell.D. # 16/29/18/32292/020/0080 & 16/29/15/32292/020/0090 Grantee's Tax I.D. # SPECIAL WARRANTY DEED THIS INDENTURE, made this1L day of .5,. /.-' , 1997 by and between CITY OF CLEARWATER, FLORIDA, a municipal corpordtion ("Grantor"), and Atrium at Clearwater, Limited, a Florida limited partnership, whose address is 1601 Forum Place, West Palm Beach, Florida, 33401, Suite 805, c/o Walter J. Mackey ("Grantee"). WITNESSETH: That the Grantor, for and in consideration of the sum of Ten and no/lOO Dollars, and other valuable consideration, lawful money of the United States of America, to it in hand paid by the Grantee, the receipt whereof is hereby acknowledged, has granted, bargained, sold and conveyed to Grantee, its successors and assigns forever, all of the following described land in Pinellas County, Florida ("Property"), to-wit: That certain real property which is more particularly described in Exhibit A attached hereto and i~orporated herein by this reference, together with all fixtures, improvements' and appurtenances thereunto appertaining; Grantee, on behalf of itself and its successors and assigns, agrees that it shall not sell or transfer- title to any organization which is at the time of the conveyance exempt from the payment of ad valorem taxes except for sale or transfers to the Grantor or the Community Redevelopment Agency of the City of Clearwater, Florida. This restriction shall be deemed to be a restriction on the sale or transfer of the land or any interest therein or the improvements thereon to any tax exempt entity for the purpose of retaining the land and improvements thereon in a non-exempt status on the ad valorem tax rolls of Pinellas County. This restriction may be enforced by suit for specific performance or by other legal remedy available to the Grantor or the City of Clearwater, Florida. ',' TOTAl 3l(4 ~' o TO HAVE AND TO HOLD the above-described premises, with the appurtenances, unto the said Grantee, its successors and assigns, in fee simple forever. And the Grantor does hereby covenant with the Grantee that Property is free from all liens and encumbrances except those set forth on Exhibit B hereto; And the Grantor does hereby fully warrant the title to said land, and will defend the same against the lawful claims of all persons claiming by, through or under said Grantor. ~ -_tift .~;:Q 00 "-'I .JU rut ~.~.':. . .. .............. L-:;;;:;:"'.......... ......a 'ntangible Tax Pd. ~arJeen f Bakel. Clerk, Pinellas County Z / . ' ._ .~1.rE'~:OJ..ULL Deputy Cleric . PINELL.COUNTY FLA. OFF.REC.B 792 PG 1608 IN WITNESS WHEREOF, the Grantor has executed this deed under seal on the date aforesaid. Signed, sealed and delivered in the presence of: CITY OF CLEARWATER, a municipal corporation ~r~~<>/ 111. G~~~~ Janis M. Przywara (Print name of witness) ::::r<\Ll.Lc,-",- f~~~7 Klthleen E. Roberts (priht name of witness) By: leha,;l J. ROber~ger r~~~. ' CXCthia E. Goudeau, City CI~rk By: By: Approved as to form and correctness: By: I) f- 4. Pamela A in, City Attorney ST ATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this 3c'rh day of July ,1997, by J. B. Johnson. Jr.. Vice Mayor , MichaeIJ. Roberto, City Manager, and Cynthia E. Goudeau, City Clerk, of City of Clearwater, Florida, a municipal corporation, on behalf of the corporation. They are personally known to me or have produced (type of identification) as identification. .' . I r, ~-: [) C "'1 -i---- 'i:.~-\. \:,,,-.~ Lt. ,Y...j~ ,.,J '" - ,- -- of Person Taking Acknowledgment 'I' KATHLEEN E. ROBERTS State of Florida Ny Conlin. Exp. Ju~/ 31, 1 eS9 Comm. . CC 47<.OTi . Kathleen E. Roberts Name of Acknowledger Typed, Printed or Stamped Notary Public, State of Florida Cc4720n Notarial Serial Number (NOT AR Y SEAL) -2- . PINEiIls COUNTY FLA. OFF.REC.BK 9792 PG 1609 Exhibit "A" LEGAL DESCRIPTION Lots 8 and 9, Block 20, GOULD AND EWING'S FIRST AND SECOND ADDITION TO CLEARWATER HARBOR, less and except the North 6 feet of Lots 8 and 9, as conveyed to City of Clearwater as recorded in Deed Book 194, Page 471, for alley, and less road right-of-way, according to the plat thereof, recorded in Plat Book 1, Page 52, Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a part. / # 106885.1 . ~LLAS COUNTY FLA. OFF.REC.BK 9792 PG l6l0 Exhibit "B" Permitted Exceptions 1. The lien of the Taxes for the year 1997, which are not yet due and payable. Parcel No. 16/29/15/32292/020/0080. 2. The lien of the Taxes for the year 1997, which are not yet due and payable. Parcel No. 16/29/15/32292/020/0090. 9AObBB7b JPW 07-31-1997 17:10:31 01 DED-MCKEY RECORD ING 1 $19.50 DOC STA"P - DR219 3 $350.00 TOTAL: CHECK A~T.TENDERED: CHANGE: f3f,9.50 Bf,9.50 $.00 . INST # 97-2l9426 JLY 31, 1997 7:l4PM . if This instrument prepared by and return to: Robert L. Barnes, Jr., Esquire Tew, Zinober, Barnes, Zimmet & Unice P. O. Box 5124 Clearwater, Florida 34618 PINELLAS COUNTY FLA. OFF.REC.BK 9792 PG l61l Parcel J.D. # 15/29/15/54450/006/0010 Grantee's Tax J.D. # SPECIAL WARRANTY DEED THIS INDENTURE, made this ~ day of _It; I d ' 1997 by and between COMMUNITY REDEVELOPMENT AGENCY OF THE CITY F CLEARWATER, FLORIDA, a Florida governmental agency created pursuant to Part III, Chapter 163. F.S. ("Grantor"), and ATRIUM AT CLEARWATER, LIMITED, a Florida limited partnership, whose address is 1601 Forum Place, West Palm Beach, Florida, 33401, Suite 805, c/o Walter J. Mackey ("Grantee") . f I WITNESSETH: That the Grantor, for and in consideration of the sum of Ten and no/l00 Dollars, and other valuable consideration, lawful money of the United States of - America, to it in hand paid by the Grantee, the receipt whereof is hereby acknowledged, has granted, bargained, sold and conveyed to Grantee, its successors and assigns forever, all of the following described land in Pinellas County, Florida ("Property"), to-wit: That certain real property which is more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference, together with all fixtures, improvements and appurtenances thereunto appertaining; It being the intent of Grantor to convey the remaining portion of the parking garage, which is located on the Property (i.e., the bottom two floors and the land beneath). The initial portion of the parking garage (i.e., the top two floors and certain air rights) was previously conveyed by way of that certain Warranty Deed from the City of Clearwater, Florida to Grantee, as recorded on December 27, 1993 in O.R. Book 8515, Page 174, Public Records of Pinellas County, Florida. 01 RF:C()~[j!NG REC jME.. "\ . r i)""" r: ,),.<:1,,3_ .CO DS INT Grantee, on behalf of itself and its successors and assigns, agrees that it shall not sell or transfer title to any organization which is at the time of the conveyance exempt from the payment of ad valorem taxes except for sale or transfers to the Grantor or the City of Clearwater, Florida. This restriction shall be deemed to be a restriction on the sale or transfer of the land or any interest therein or the improvements thereon to any tax exempt FEES entity for the purpose of retaining the land and improvements thereon in a MTF non-exempt status on the ad valorem tax rolls of Pinellas County. This REV restriction may be enforced by suit for specific performance or by other , - .-- legal remedy available to the Grantor or the City of Clearwater, Florida. TOTAL~.':X) ~ TO HAVE AND TO HOLD the above-described premises, with the appurtenances, () unto the said Grantee, its successors and assigns, in fee simple forever. P.t" ,~ CERT '31S-?LGO ..>ocumentary Tax Pd. $...............,......... $._...........~. ........ Intangible Tax Pd. Karleen F. ztflerk, Pinellas County !'!y.....!..!..... .............. Deputy Clerk . PIN_AS COUNTY FLA. OFF.RE K 9792 PG 1612 And the Grantor does hereby covenant with the Grantee that Property is free from all liens and encumbrances except those set forth on Exhibit "B" hereto; And Grantor does hereby fully warrant the title to the Property, and will defend the same against the lawful claims of all persons claiming by, through or under it, but against none other. IN WITNESS WHEREOF, the Grantor has executed this deed under seal on the date aforesaid. 2:<~v':'" iV'I. ()?~ . U an1S M. Przywara (Print name of witness) OOMMUNrrY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER By: J/6~1 Seut ~en Seel, V1ce Cha1rman Signed, sealed and delivered in the presence of: Attest: . ). ['" ~ ~ r'\ . I ,. ...;--,.. .; ~ , I' J... ,.,~...(;:..:.,-J')<., ~ - Ka h1een E. Roberts (Print name of witness) 'a E. Goudeau, City Clerk Approved as to form: Uk A. ... . Pamela K/l~in, City Attorney , I..... ST ATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this ,5t~'h, day of July ,1997, by Karen See!. Vice Chairman , and Cynthia E. Goudeau, City Clerk, of the Community Redevelopment Agency of the City of Clearwater, Florida, on behalf of the said Community Redevelopment Agency of the City of Clearwater, Florida, for the purposes herein expressed. They are personally known to me or have produced Florida drivers licenses as identification. -1;(+lil<- \~ (:'IQ~{), *~~ SignatUre of Person Taking Acknowledgment Kathleen E. Roberts Name of Acknowledger Typed, Printed or Stamped (NOTARY SEAL) Notary Public, State of Florida Notarial Serial Number: CC472077 1f KAl}!LEEN E. ROBERTS State of Rorfda My Comm. Exp, July 31, 1999 Comm. , CC 47e.On -2- . PIN~S COUNTY FLA. OFF.REC.BK 9792 PG 1613 Exhibit "A" LEGAL DESCRIPTION Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1 and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and Plat Book 3, Page 43 of the Public Records of Pinellas County, Florida, being more particularly described as follows: / From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W, along the South face of the four level concrete parking garage and its Westerly extension thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way; thence N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park Street; thence S89045'53"E, along said South right-of-way, 190.93 feet to the POINT OF BEGINNING. Containing 44,157 square feet, or 1.014 acres, MORE OR LESS. Less and except all the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed given by Community Redevelopment Agency of the City of Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 174, Public Records of Pinellas County, Florida, and the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City of Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 168, Public Records of Pinellas County, Florida. #106885.1 . P.LLAS COUNTY FLA. OFF. ~.BK 9792 PG l6l4 Exhibit "B" Permitted Exceptions 1. The lien of the Taxes for the year 1997, which are not yet due and payable. Parcel No. 15/29/15/54450/006/0010. 2. Rights of Florida Power Corporation pursuant to instrument recorded in OR Book 6064, Page 447, Public Records of Pinellas County, Florida. 3. The terms and conditions of the Development Agreement recorded in OR Book 5868, Page 1530, and amendment in OR Book 5868, Page 1543, and Assignment and Assumption thereof as recorded in OR Book 6664, Page 823, and Consent to Assignment and Assumption of Municipal Agreements recorded in OR Book 6809, Page 250 and OR Book 7371, Page 506, O.R. Book 8515, Page 257, Public Records of Pinellas County, Florida. 4. Rights of parties now in possession under any unrecorded leases. 5. Terms and provisions of all agreements and franchises pertaining to the cost, installation, operation, and maintenance of gas, water and/or sewer facilities. 6. Special Warranty Deed as recorded in OR Book 8515, Page 174, Public Records of Pinellas County, Florida. / \.- 9A068877 JPW 07-31-1997 17:11:08 01 DED-MCKEY RECORDIHG 1 $19.50 DOC STAMP - DR219 3 $3,150.00 TOTAL: CHECK A"T.TEHDERED: CHAHGE: $3.169.50 $3.169.50 $.00 4Ia INST # 97-219428 . ~LY 3l, 1997 7:l4PM PREPARED BY AND RETURN TO: /J Robert L. Barnes, Jr., Esquire (I ..-- Tew, Zinober, Barnes, Zimmet & Unice i-- 2655 McCormick Drive Clearwater, Florida 33759 PINELLAS COUNTY FLA. OFF.REC.BK 9792 PG l624 EASEMENT AGREEMENT t THIS EASEMENT AGREEMENT (the "Easement") made and entered into this 3/ Sf day of July, 1997, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA ("CRA") and ATRIUM AT CLEARWATER, LTD, a Florida Limited Partnership ("Atrium"). r,,~ ~ C/-;l i ~ WIT N E SSE T H: ~-------~ WHEREAS, CRA is the owner of the fee simple title to that certain property more particularly described in Exhibit "A" attached hereto (the "31-space Parcel"); WHEREAS, Atrium is the owner of the fee simple title to that certain property more particularly described in Exhibit "B" attached hereto ("Parking Garage Parcel"); WHEREAS, the parties wish to provide a means of ingress and egress for pedestrians, emergency vehicles, and emergency personnel to and from the Parking Garage Parcel over and across the 31-space Parcel; and WHEREAS, the parties wish to provide a means for the maintenance and repair of the subterranean foundations, pillars, and footers for the parking garage located on the ) <.'=.:f!}"#fz..) Parking Garage Parcel which lay below the 31-space Parcel. .. J ___ NOW THEREFORE, in consideration of the mutual agreements and covenants ..1 T .. , contained herein and for other valuable consideration, receipt of which is hereby -:. ,..- ::f.~.T FEES acknowledged, it is mutually agreed between the parties as follows: MTF REV 1. The recitals contained herein are true and correct and made a part hereof. ::.~::;-~. 9. '1' L'} "'..~ ~ :....L. . "'" y ..bcl.lmentary Tax Pd. $.... ~ J.Y.-.T.TTTT $......~.. " ....,1'... Intangible Tax Pd. Karleen. Blal~T" Clerk, Pinellas County -y. ..... ..c::.. .. ... . . .. Deputy Clerk . ~ELLAS COUNTY FLA. OFFlltC.BK 9792 PG 1625 2. CRA hereby grants to Atrium a perpetual non-exclusive pedestrian easement over and across the 31-space Parcel. To the extent the 31-space Parcel is ever used for a purpose other than a surface parking lot, CRA, or its successor, shall have the right to locate the pedestrian easements to specific portions of the 31-space Parcel. 3. CRA hereby grants to Atrium a perpetual non-exclusive easement over and across the 31-space Parcel for emergency personnel and emergency vehicle access. To the extent the 31-space Parcel is ever used for a purpose other than a surface parking lot, CRA, or its successor, shall have the right to locate the access to specific portions of the 31-space Parcel. 4. CRA hereby grants to Atrium a perpetual non-exclusive easement under and over the 31-space Parcel for maintenance and repair of the garage and the foundations, pillars, footers, and supporting column structures which support the parking garage, all of which are located under, above or adjacent to the 31-space Parcel, together with temporary access for vehicles used in connection with such maintenance and repair. This easement provided in this paragraph shall terminate if and when the Parking Garage Parcel ceases to be used as a parking garage. 5. In exchange for the grant of easement contained herein, Atrium agrees that it will minimize, to the greatest extent possible, all repair and maintenance work and that it will restore the property to the condition it was in immediately prior to commencement of the repair or maintenance work. Furthermore, Atrium shall make available to CRA or its assigns reasonable substitute parking for all spaces affected by any repair or maintenance work. Atrium further agrees to indemnify and hold CRA harmless for any damages done to the 31-space Parcel or other damage or injury resulting from Atrium's repair or maintenance activities. 6. The easement granted herein to Atrium is appurtenant to the property described in Exhibit liB" and shall inure to the benefit of Atrium and all future owners of the property described in Exhibit "B," subject to the terms set forth herein. -2- PINELLAS COUNTY FLA. ... OFF.REC4lr 9792 PG 1626 /JJJ........ IN WITNESS WHEREOF the parties have executed this Agreement this ;;"1, day - of July , 1997. Signed, sealed and delivered in the presence of: "CRA" ~ .;l, () , '/YlA..~" rH.. V.~h'~ Janis M. Przywara (Print ame of witness) Community Redevelopment Agency of the City of Clearwater, Florida By: 4{0.(} " Sa.l Karen Seel, Vice Chairman Attest: 'W')' _L JiliA.J ~ Ka, hleen E. Roberts (Print name of witness) Approved as to form: pi/fAt City Attorney " ATRIUM" Atrium at Clearwater Limited, a Florida limited partnership By: Atrium at Clearwater, Incorporated, a Florida corporation, its sole general partner By: W (Print name of witness Jj1~{~\ . !l0W.Q)!. ',Jt:.A WIffl7- Mm\LJ:---u.- (Print name of witness) -3- uti . Pi_LA.S CUUNTY FLA.. OFF.REC.BK 9792 PG 1627 ST ATE OF FLORIDA COUNTY OF PINEL LAS /i The foregoing instrument was acknowledged before me this ~ day of 1,,16 ' 1997, by K::lrpn ~pp' , Vice Chairperson, and Cynthia E. oudeau, City Clerk, of the Community Redevelopment Agency of the City of Clearwater, Florida, on behalf of the said Community Redevelopment Agency of the City of Clearwater, Florida, for the purposes herein expressed. They are personally known to me or have produced Florida drivers licenses as ide tification. f~ KAT!-,;LEEN E. ROBERTS State of Florida ftI:y Comm. Exp. July 31, 1899 Comm. 'CC 472fJT7 1\ 'L ~ of Person Taking Acknowledgment en E. Roberts [CCk~~ (NOTARY SEAL) Name of Acknowledger Typed, Printed or Stamped Notary Public, State of Florida Notarial Serial Number: eel, 72077 STATEOF O~~ COUNTY OF 3- .'!\...A'LAl n.. foregoing instrument was acknowledged before me this do.. ~ day of , 1997, by Walter J. Mackey, Jr., as President of Atrium at Clearwater, Incor orated, a Florida corporation, as sole general partner of Atrium at Clearwater Limited, on behalf of the limited partnership. He is personally known to me...or Re& preduo08 ( "9 T . ~ 'd if' . . qlpe 0 1 eat! h...oLwu ob 1 cuL l\.~i:1Uon.' Cfc>~ (t. ~~ Signature of Person Taking Acknowledgment (NOTARY SEAL) PAtRICIA A. lAMA _=:uc.SWEOFOfIQune of Acknowledger Typed, Printed or Stamped ., DfIIlD fB. 5. 2001 · Notary Public, State of ~ ~ Notarial Serial Number: ...=5 \ 0 'i? # 1 06608.1 -4- . YINAA'S CUUNTY r~LA. OFF.RE~K 9792 PG l628 Exhibit "A" LEGAL DESCRIPTION (Description to be retained by CRA of 31 parking spaces) From the Northeast corner of said Lot 3, Block 6, as the POINT OF BEGINNING; thence SOoo02'40"W, along the East line of said Lot 3 and Lot 12, Block 6, 265.68 feet to a point on the North right-of-way of Pierce Street, also being the Southeast corner of said Lot 12; thence N89037'36"W, along the South Line of said Lots 12, 13 and 14, also being the North right-of-way of Pierce Street, 242.56 feet to a point of intersection with the Westerly Line of a 60 foot vacated Railroad right-of-way; thence N04042'26"E, along said Westerly line, 44.04 feet to a point of intersection with the westerly extension of the South face of the four level concrete parking garage; thence leaving said Westerly line of 60 foot vacated Railroad right..:.of-way, S89045'39"E, along said South face and its Westerly extension thereof, 208.32 feet to the Southeast corner of said parking garage; thence NOooI2'45"E, along the East face of the four level concrete parking garage and its Northerly extension thereof, 221.20 feet to a point on the South right-of-way of Park Street, also being the North line of said Lot 3; thence 889045'53"E, along said South right-of-way of Park Street and North line of said Lot 3, 30.01 feet to the POINT OF BEGINNING. Containing 17,349 square feet, or 0.398 acres, MORE OR LESS. #106885.1 . . prNELLAS COUNTY ~LA. OFF.REC.BK 9792 PG l629 Exhibit "B" LEGAL DESCRIPTION Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1 and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and Plat Book 3, Page 43 of the Public Records of Pinellas County, Florida, being more particularly described as follows: From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W, along the South face of the four level concrete parking garage and its Westerly extension thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way; thence N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park Street; thence S89045'53"E, along said South right-of-way, 190.93 feet to the POINT OF BEGINNING. Containing 44,157 square feet, or 1.014 acres, MORE OR LESS. Together with all the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed given by Community Redevelopment Agency of the City of Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 174, Public Records of Pinellas County, Florida, and the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City of Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 168, Public Records of Pinellas junty, Florida. 9A068879 JPW 07-31-1997 17:12:20 01 AGR-ATRIUI'l RECORDING 1 $28.50 DOC STAI'lP - DR219 3 $.70 TOTAL $29.20 CHECK A"T.TENDERED $29.20 CHANGE $.00 #106885.1 ,. . . INST # 97-219427- SLY :31, 1997 7 '-J.4PM ~" INST # 97-227719 AUG 8, 1997 1l:05AM -- ------------------- PINELLAS COUNTY FLA. OFF.REC.BK 980l PG 478 P INELLAS COUNTyuFLA- __u__ OFF.REC.BN 9/~~ PG 16i~ PREPARED BY AND RETURN TO: v AGREEMENT THIS AGREEMENT (the "Agreement") made and entered into this .3/ day of July, ES TF ....... Ie ...... 1997, by and between the CITY OF CLEARWATER, FLORIDA, a municipal corporation :AL ~ ("City"), COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, ~LORIDA ("CRA") and ATRIUM AT CLEARWATER, LTD, a Florida Limited Partnership , ("Atrium"). I 'c WIT N E SSE T H: WHEREAS, on or about July 10, 1986, the CRA granted by Warranty Deed to J .K. Financial-Clearwater Square, Inc., a Florida corporation ("J .K."), title to the third and fourth floors of the Parking Garage (as described and defined below), as recorded in O.R. Book 6408, page 1087, Public Records of Pinellas County, Florida (" J .K. Deed"), in which the CRA reserved certain easements for construction, operation, maintenance, pedestrian access, ingress and egress; and WHEREAS, ultimately, City obtained title to the third and fourth floors of the Parking Garage; and cs WHEREAS, on or about December 27, 1993, City conveyed title to the third and INT PIC CERT fourth floors of the Parking Garage to Atrium by way of special warranty deed recorded in O.R. Book 8515, Page 168, Public Records of Pinellas County, Florida; and FEES _ MTF __ WHEREAS, on or about December 27, 1993, CRA conveyed title to the air rights REV __ 1~OTAL~ above the fourth floor of the Parking Garage to Atrium by way of special warranty deed ~ecorded in O.R. Book 8515, Page 174, Public Records of Pinellas County, Florida; and WHEREAS, on or about November 29, 1993, CRA and Atrium entered into that certain Option to Purchase Agreement ("Option Agreement") which is recorded in O.R. ~A068878 JPW 07-31-1997 17'11'47 01 AGR-ATRIUI'l . . RECORDING 1 $42.00 TOTAL: $42.00 CHECK AI'lT.TENDERED: $42.00 CHANGE: $.00 'Ll ti * \lJ ro Z \.080 ro rt tiro o ~.. t-h 5- 0\.0 ::f ,~ f-'- '8 ~- en en~g. ~~~ Bl p-- ~ 9'8rt b= f-'-~' f-";:l rt rl = g:. f-'. ~ro;:l . = \.0 t-h f-'-tj ti ro en I rtti ~~ $ft lin. is g, ~- en g:.ro ro~ ~g:. ti ro en rt . PIN.AS CO~. OFF. REel _ ~2 -PG-I01-& Book 8515, Page 200, Public Records of Pinellas County, Florida, wherein CRA granted to Atrium an option to purchase that certain property legally described on Exhibit "A" attached thereto ("Property"), which consists of and, shall be further described as (i) the bottom two floors of the Parking Garage, together with the land lying under the Parking Garage, and (ii) the land upon which currently exists approximately thirty-one (31) surface parking spaces, which land is contiguous to and immediately adjacent to the east and south of the Parking Garage (the "31-space Parcel); and WHEREAS, on or about November 29, 1993, the City, CRA and Atrium entered to an Amendment to Maintenance and Operation Agreement ("Amended M&O Agreement") which is recorded in O.R. Book 8515, Page 213, Public Records of Pinellas County, Florida, which clarified and amended each parties rights and obligations with respect to maintenance of the Property, as originally set forth in that certain Maintenance and Operation Agreement dated January 8, 1990 ("M&O Agreement"); and WHEREAS, on or about November 29, 1993, the City and CRA entered to an Easement Agreement ("Parking Easement") which is recorded in O.R. Book 8515, Page 193, Public Records of Pinellas County, Florida, with respect to the 31-space Parcel; and WHEREAS, on or about December 14, 1993, the CRA and Atrium entered to an Easement Agreement ("Access Easement") which is recorded in O.R. Book 8515, Page 187, Public Records of Pinellas County, Florida, which granted Atrium a non-exclusive easement from Park Street up to the third and fourth floors of the Parking Garage, as amended by Surveyor's Affidavit dated February 2, 1995, and recorded on February 8, 1995, in O.R. Book 8909, Page 1019, Public Records of Pinellas County, Florida; and WHEREAS, as of July 2i:...., 1997, the City, CRA, and Atrium entered into that certain Settlement Agreement whereby, inter alia, the CRA agreed to convey the remainder of the Parking Garage to Atrium, the City agreed to convey certain additional property to Atrium, and Atrium agreed to release its claim to the 31-space Parcel; and -2- uJr o '"1'l '"1'l . '"0 :;tJH tI:lZ 0tI:l .t:""' tot:""' ~:J:l UJ 1.0 000 00 1-'<::: Z 1-3 '"0><: G") '"1'l t:""' .!::o:J:l ...:I' 1.0 . , ~LLAS COUNTY FLA. OFF~~.BK ~ WHEREAS, on even date herewith the City and CRA are conveying to Atrium, respectively, the Parking Garage and certain additional parking spaces located on the property adjacent to the building located across Park Street from the Parking Garage (the "25-space Parcel"); and WHEREAS, the parties hereto wish to clarify, or in certain instances, terminate, their rights and obligations with respect to all the documents/agreements described above; NOW THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other valuable consideration, receipt of which is hereby acknowledged, it is mutually agreed between the parties as follows: AGREEMENT 1. The bottom two floors of the parking garage located on the Property, the land lying directly underneath said parking garage, and the third and fourth floors of the parking garage (hereafter and heretofore referred to collectively as the "Parking Garage") is described in composite Exhibit "A" attached hereto. 2. City, CRA and Atrium hereby terminate the M&O Agreement and the Amended M&O Agreement, and agree and acknowledge that all parties are released from all obligations and responsibilities thereunder. 3. City and CRA hereby release and vacate the easements reserved in the J .K. Deed. Atrium agrees and acknowledges that neither City nor eRA has any continuing maintenance or repair obligations with respect to the Parking Garage. Atrium hereby acknowledges that the easements conveyed to Atrium in the J .K. Deed merge into the fee simple title interest obtained by Atrium pursuant to that certain special warranty deed from CRA to Atrium of even date herewith. 4. Atrium hereby releases and forever waives any and all rights, claims or interest it may have under the Option Agreement (having acquired title to the balance of the Parking Garage on even date herewith pursuant to the Option Agreement and the -3- vr o "':I "':I , . '"d :;t)H tI:lZ OtI:I . t"" tJ;:Jt"" ~:J::I U1 ..0 roO 00 J-IC Z >-:! '"dO<: GJ "':I t"" H:>.:J::I ro. o . P~LLAS COUNTY FLA. OFF.REC.BK ~7Q2 PC l61~ Settlement Agreement), including, but not limited to, any right, title, or interest to the 31- space Parcel. 5. The Access Easement is hereby terminated and vacated and each party is released by the other from all obligations thereunder. 6. The Parking Easement is hereby terminated and vacated and each party is of July , 1997. Signed, sealed and delivered in the presence of: CITY OF CLEARWATER, a municipal corporation ~%.~ Jr'." . Vice Mayor By: Janis M. Przywara (Print ame of witness) By: Michael.l. RObeIto~ City M~ager By: r_'-\~~E,)~ .(~1q. ~iaE:.'Goudeau, ,~itYClerk ::~roillJorm and ~offe.ctn~: Pamela l<\kin, City Attorney Ka hleen E. Roberts (Print name of witness) Signed, sealed and delivered in the presence of: "CRA" ~~-C?Ar~~~ Janis M. Przywara (Print n me of witness) Community Redevelopment Agency of the City of Clearwater, Florida BY:~Y) ~ Kare Seel, Vice Chairman Attest: ~ (Print name of witness) -4- JA o "':J "':J . 'i:l ::tlH trJ2: ntrJ . t"' tx1t"' ~;J:o CJ'J ..0 ron 00 f-lC 2: 1-3 'i:l>-<: G) "':J t"' '~;J:o ro. f-l . STATE OF FLORIDA COUNTY OF PINELLAS ~LLAS COUNTY FLA. OFF~~.BK ~'~l ~G 161~ Approved as to form: PINELLAS COUNTY FLA. OFF.REC.BK 9801 PG 482 in, City Attorney "ATRIUM" Atrium at Clearwater Limited, a Florida limited partnership By: Atrium at Clearwater, Incorporated, a Florida corporation, its sole general partner By: The foregoing instrument was acknowledged before me this ~ day of July , 1997, by J .B. Johnson, Jr., Vice Mayor , Michael J. Roberto, City Manager, and Cynthia E. Goudeau, City Clerk, of City of Clearwater, Florida, a municipal corporation, on behalf of the corporation. They are personally known to me or have produced (type of identification) as identification. (NOTARY SEAL) ~ KA~EN E. Ro8EA1i MyComlie;~ fJ!Iart.,cc~ "" ~C~ of Person Taking Acknowledgment n E. Roberts Name of Acknowledger Typed, Printed or Stamped Notary Public, State of Florida CC4??nn Notarial Serial Number -5- t . PINELLAS COUNTY FLA. .F'~E:C.BK:801 PG 483 PINELLAS COUNTY FLA. OFF.REC.BK ~Q2 PC 152~ ST ATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this 3ei~ day of ,Tuly ,1997,by Karen See!. Vice Chairman ,andCynthiaE.Goudeau,City Clerk, of the Community Redevelopment Agency of the City of Clearwater, Florida, on behalf of the said Community Redevelopment Agency of the City of Clearwater, Florida, for the purposes herein expressed. They are personally known to me or have produced Florida drivers licenses as identification. ~~ ;/ .(\oI~ n ~ , tj~~'i 1; KATHLEEN Eo R08ERI'I State of fIoItcfa MyComm. EJqI..ktiS1,_ Comm. # cc 472f1T7 G~h Signatur of Person Taking Acknowledgment Kathle n E. Roberts (NOTARY SEAL) Name of Acknowledger Typed, Printed or Stamped Notary Public, State of Florida Notarial Serial Number: cC'lnon STATE OF Oh-J'O COUNTY OF rltAIVKI/N ~ The foregoing instrument was acknowledged before me this ;1..,. t:f day of :r:,. (~ " , 1997, by Walter J. Mackey, Jr., as President of Atrium at Clearwater, Incorporated, a Florida corporation, as sole general partner of Atrium at Clearwater Limited, on behalf of the limited partnership. He is personally known to m~ W 888 ~Feal:k.ed- - - (.t}r;p~ of iQ8Rtifica..tiQ~ -ideatificatieJlo.. (1, U Ignature of Person Taking Acknowledgment (NOTARY SEAL) -=-~_edger Typed, Printed or Stamped IrWillUI.-...... J . Notary Public, State of t!J ~ Notarial Serial Number: 3 J 0 ~ 9C387335 RBP 08-08-1997 iO:53:2b 01 AGR-CONMUMITY REDEV AGEHCY RECORD IHG 1 $42.00 TOTAL: $42.00 CHECK Arll.lENDERED: $42. VO CHANGE: $.00 #106566.1 -6- (tN " . PIN.AS COUNTY FLA. OFF.RE K 9792 PG l621 Composite Exhibit "A" PINELLAS COUNTY FLA. OFF.REC.BK 980l PG 484 LEGAL DESCRIPTION Bottom two floors of the Parking Garage transferred from Community Redevelopment Agency of the City of Clearwater, Florida to Atrium at Clearwater, Limited, in that certain Special Warranty Deed recorded in O.R. Book 919 ;L , Page 110 II , Public Records of Pinellas County, Florida, being more particularly described as follows: Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1 and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and Plat Book 3, Page 43 of the Public Records of Pinellas County, Florida, being more particularly described as follows: From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W, along the South face of the four level concrete parking garage and its Westerly extension thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way~ thence N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park Street; thence S89045'53"E, along said South right-of-way, 190.93 feet to the POINT OF BEGINNING. Containing 44,157 square feet, or 1.014 acres, MORE OR LESS. Less and except all the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed given by Community Redevelopment Agency of the City of Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 174, Public Records of Pinellas County, Florida, and the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City of Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 168, Public Records of Pinellas County, Florida. ~ . PINELL.COUNTY FLA. OFF.REC.B. ~2 Pb 1622 Composite Exhibit "A" (continued) LEGAL DESCRIPTION OUNTY FLA. PINELLAS C 485 OFF.REC.BK 9801 PG Third and fourth floors of the Parking Garage transferred from City of Clearwater, Florida, to Atrium at Clearwater, Limited, in that certain Special Warranty Deed recorded on December 27, 1993 in O.R. Book 8515, Page 168, Public Records of Pinellas County, Florida, being more particularly described as follows: 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, of the Public Records of Pinellas County, Florida, 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 levels 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 0: 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. -2- N" I . PI~AS COUNTY FLA. OFF.R~BK 9~92 p~ 1~2J Composite Exhibit "A" (continued) LEGAL DESCRIPTION PINELLAS COUNTY FLA. OFF.REC.BK 9801 PG 486 Airspace above the fourth floor of the Parking Garage transferred from City of Clearwater, Florida, to Atrium at Clearwater, Limited, in that certain Special Warranty Deed recorded on December 27,1993 in O.R. Book 8515, Page 174, Public Records of Pinellas County, Florida,jeing more particularly described as follows: ALL THAT AIR SPACE OVER AND ABOVE THE FOLLOWING DESCRIBED PROPERTY: 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, of the Public Records of Pinellas County, Florida, 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 levels 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. #107117.1 -3- \!V'J . . GENERAL ASSIGNMENT This Assignment, made this :?) sJ-' day of ;1" t..' / "I , 1997, by CITY OF CLEARWATER, FLORIDA ("City") and COMMUNITY REDEVEtOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA ("CRA") (collectively referred to as "Assignor") to and for the benefit of ATRIUM AT CLEARWATER, LIMITED, a Florida limited partnership ("Assignee"); WHEREAS, on even date herewith, Assignee has purchased from CRA the remaining portion of that certain parking garage more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference (the "Parking Garage"); and WHEREAS, City has entered into monthly parking space rental agreements ("Licenses") for spaces within the Parking Garage with various individuals and companies ("Card Holders"), as more particularly described on Exhibit "B" attached hereto and incorporated herein; and WHEREAS, as a condition of the sale and purchase of the Garage, Assignor has agreed, among other agreements, to assign to Assignee all of the rights and obligations of Assignor in connection with the Licenses to the extent such rights and obligations exist and are assignable; NOW, THEREFORE, as an inducement to Assignee to purchase the Property and for other good and valuable considerations, the receipt and adequacy of which are hereby acknowledged, Assignor hereby assigns unto Assignee, its successors and assigns, all of the right, title and interest of Assignor in and to the Licenses in connection with the ownership and operation of the Parking Garage, to the extent such rights and obligations exist and to the extent that such rights are assignable. Assignor represents and warrants that it has made no other assignment of any of its rights as described hereinabove to any other person or entity and that it has done no act, nor failed to do any act, which might prevent Assignee from exercising any of the rights, powers and privileges under such Licenses which may exist in connection with the Parking Garage. This Assignment shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, personal representatives, and assigns. Assignor also assigns and transfers to Assignee (as reflected on the closing statement of even date herewith) any and all deposits from the Card Holders and Assignee agrees to hold said deposits in accordance with the Licenses and further agrees to indemnify Assignor for any claims to the depoists made after closing by any Card Holder against Assignor. This Assignment shall be governed by and construed in all respects under the laws of the State of Florida. . . IN WITNESS WHEREOF, the Assignor has caused this Assignment to be executed and sealed in its name by authority duly given, as of the day and year first above written. "CRA" Community Redevelopment Agency of the City of Clearwater, Florida By: 1<(-ke.li ~H. Karen Seel, Vice Chairman Approved as to form: P~l~ K~n, City Attorney Attest: CITY OF CLEARWATER, a municipal corporation By: By: - Michael J. Roberto, City Manager By: ~'\L.[. ~ C thia E. Goudeau, Cit):'Clerk Approved as to form and correctness: By: City Attorney "ATRIUM" Atrium at Clearwater Limited, a Florida limited partnership By: Atrium at Clearwater, Incorporated, a Florida corporation, its sole general partner BY:~ I r J. Mackey, Jr. Pr ident # 107045.1 -2- . . Exhibit "A" LEGAL DESCRIPTION Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1 and 14, aU in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public Records of Hillsborough County, Florida, of which PineUas County was formerly a part, and Plat Book 3, Page 43 of the Public Records of PineUas County, Florida, being more particularly described as foUows: From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W, along the South face of the four level concrete parking garage and its Westerly extension thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way; thence N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park Street; thence S89045'53"E, along said South right-of-way, 190.93 feet to the POINT OF BEGINNING. Containing 44,157 square feet, or 1.014 acres, MORE OR LESS. Together with aU the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed given by Community Redevelopment Agency of the City of Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 174, Public Records of PineUas County, Florida, and the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City of Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 168, Public Records of Pinellas County, Florida. # 106885.1 . . EXHIBIT liB" 1996 - '97 PARK ST. GARAGE CARDHOLDERS CARD START " NAME COMPANY DATE 79 Seltzer, Richard Self 11/1/86 Total # of Vehicles 126 131 Delano, Nancy Scientology 1 0/95 Total # of City Vehicles =2Q 227 CITY VEHICLE 05/96 Total # Cardholders 66 245 Gotsis, Emmanuel Manos Bar 07/93 Total Amt. Card Deposits $ 330.00 267 Garrett. Elizabeth C.P.D. 0' /96 166 X $5.00) 289 CITY VEHICLE 05/96 i 290 DeMint, Richard Loyal Loan 12/95 340 Spinney. Constanc C.P.D. 10/10/96 376 Wombacher, Lucette City 05/96 381 Garriott, Kevin City 05/96 407 CITY VEHICLE 05/96 427 CITY VEHICLE 05/96 434 CITY VEHICLE 05/96 444 Martel, Joan CPO 08/95 553 CITY VEHICLE 05/96 609 CITY VEHICLE 05/96 626 CITY VEHICLE 05/96 645 CITY VEHICLE 05/96 651 CITY VEHICLE 05/96 , 652 CITY VEHlCLE 05/96 661 CITY VEHICLE 05/96 663 CITY VEHICLE 05/96 668 CITY VEHICLE 05/96 675 CITY VEHICLE 5/1/96 680 CITY VEHICLE 05/96 685 CITY VEHICLE 5/1/96 691 CITY VEHICLE 05/96 735 CITY VEHICLE 05/96 739 Henry, Cindy Loyal Loan 04/94 742 Henry, Patrick Loyal Loan 07/94 743 Limardi, Henry Dean Witter 07/92 747 Skinner, Norma 05/96 751 CITY VEHICLE 05/96 781 CITY VEHICLE 05/96 787 Marshall, James C.P.D. 6/30/96 796 CITY VEHICLE 05/96 804 CITY VEHICLE 05/96 812 CITY VEHICLE 05/96 814 CITY VEHICLE 05/96 816 CITY VEHICLE 05/96 Page 1 . 821 CITY VEHICLE 05/96 852 Scherbarth, Carol County 03/95 856 CITY VEHICLE 05/96 864 CITY VEHICLE 05/96 868 CITY VEHICLE 05/96 871 CITY VEHICLE 05/96 873 CITY VEHICLE 05/96 878 CITY VEHICLE 05/96 885 Wolochowicz, Din County 01/92 894 Boteler, Carol C.P.D. 7/16/97 895 CITY VEHICLE 05/96 898 CITY VEHICLE 05/96 901 CITY VEHICLE 05/96 902 CITY VEHICLE 05/96 903 CITY VEHICLE 05/96 904 CITY VEHICLE 05/96 905 Thomas, Meredith Scientology 6/19/97 907 Brouzek, Chris Steinman 12/1/96 908 Young, Marilyn City , 0/8/96 909 Keenan, Christina CPO 1 2/6/96 910 CITY VEHICLE 4/1/97 911 Mitchell, Anthony Lennar/ 2/1/97 912 Norbom, Herb Lennarl 2/1/97 913 McNutt, Linda Lennarl 211/97 914 Ludeen, Phil Lennarl 2/1/97 915 Naylor, Paul Nntl. Asses 2/1/97 916 Wilhelm, Susan Nntl. Asses 2/1/97 917 Hull, Donald Loyal Loan 1/27/97 920 Glatthorn, Sandy City 71 1 196 921 CITY VEHICLE 1/1/97 923 Thomas, Scot Allied Business 8/1/96 924 Phillips, John Reliable Temp. 8/1 /96 925 Propheter I Henry C.P.D. 8/1/96 926 CITY VEHICLE 9/1/96 927 CITY VEHICLE 1/1/97 928 O'Connell, Carol C.P.D. "/1/96 929 CITY VEHICLE 9/1/96 930 Ciokiewicz, Carole C.P.O. 6/16/97 931 Snider, Paula Morse & Ass, 9/12/96 932 CITY VEHICLE 6/1/97 934 Turcotte, Carol C.P.D. 9/16/96 935 CITY VEHICLE 5/1/96 936 Clark, Nina C.P.D. 10/1/96 937 HARRIS, CONNIE Art Express 6/11/97 Page 2 . . 939 Rooks, John City 05/96 940 CITY VEHICLE 6/1/97 941 Gilsdorf, Ann City 05/96 942 Martens, Cory City 05/96 945 Legters III, Neil City 05/96 947 CITY VEHICLE 05/96 948 CITY VEHICLE 5/1/96 949 CITY VEHICLE 5/1/97 961 Van Duyne, Bob City 3/12/97 962 Fudens, Garth Allied Business 5/10/95 963 Perkins, Bob City 6/1/96 964 CITY VEHICLE 965 CITY VEHICLE 969 Sneed, Daniel County Utility 5/6/97 970 Menke, Russell County Utility 5/6/97 971 Morrell. Eric Allied ._. 6/96 972 Morrow, Pat County Utility 517/97 973 Plennert. Peggy C.P.D. 1/22/97 974 Szeklinski, Debbie DvorniklHunt 6/1/96 975 Crabb, Danielle DvorniklHunt 6/1/96 976 Reifer, Lisa DvorniklHunt 6/1/96 981 Perry, Nancy Natl. Asses 2/1/97 982 Futch. Glenn Natl. Asses 2/1/97 983 Natl. Asses 2/1/97 984 Lebedz, Donna Natl. Asses 2/1/97 985 Cohen. Gayle Natl. Asses 2/1/97 987 Hochman, Doris Natl. Asses 2/1/97 988 Wilcox, Lois Natl. Asses 2/1/97 989 Talbot, Jeanne Natl. Asses 2/1/97 991 Patterson, Joanna Nat!. Asses 2/1/97 992 Pantoja, Elena Nat!. Asses 2/1/97 993 Oliva, Rita Nat!. Asses 2/1/97 994 Atkinson, Lisa Natl. Asses 2/1/97 995 Sanderson, Dorothy Natl. Asses 2/1/97 998 CITY VEHICLE 6/1/97 1080 CITY VEHICLE May-96 1081 CITY VEHICLE May-96 1082 CITY VEHICLE May-96 1083 CITY VEHICLE May-96 1081 CITY VEHICLE May-96 1085 CITY VEHICLE May-96 1086 CITY VEHICLE May-96 Page 3 . . . LOT PARTITION AGREEMENT THIS AGREEMENT (the "Agreement") made and entered into this :2' ~ay of -::J:.,t, , 1997, by and between the CITY OF CLEARWATER, FLORIDA, a municipal corporation ("City"), COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA ("CRA") and ATRIUM AT CLEARWATER, LTD, a Florida Limited Partnership ("Atrium"). WIT N E SSE T H: WHEREAS, simultaneous herewith CRA is selling to Atrium, and Atrium is buying from CRA, the bottom two floors of the Park Street Parking Garage, and the land underneath, legally described on Exhibit "A" attached hereto ("Garage Parcel"); and WHEREAS, the CRA is retaining that certain real property on the South and East side of the Garage, legally described on Exhibit "B" attached hereto ("31-space ParceI); and WHEREAS, the City's Code provides that certain lot divisions or replating must be administratively approved; and WHEREAS, due to the time frame of the closing of the purchase and sale referenced above, the parties hereto are unable to complete the lot divisionlreplat process prior to the closing. NOW THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other valuable consideration, receipt of which is hereby acknowledged, it is mutually agreed between the parties as follows: AGREEMENT 1.' The above recitals are true and accurate and are incorporated herein by this reference. 2. All parties agree to cooperate with each other to complete the lot division/replat approval process as soon after closing as is reasonably practicable. Such cooperation will include execution of any and all documents reasonably necessary to obtain the proper lot divisionlreplat approvals. iff . . IN WITNESS WHEREOF the parties have executed this Agreement this ~ 31 day of .Tuly , 1997. ATRIUM AT CLEARWATER, LTD, a Florida limited partnership CITY OF CLEARWATER, a municipal corporation By: ;~ '. By: Atrium at Clearwater, Inc. a Florida corporation, its sole general partner By: ,- Michael J. Roberto, City Manager \, d - _..~. . , ~ c...... C thia E. Goo,geau, City Clerk By: Approved as to form and cQrrectness: By: -i!- k4 . '., amela . kin, City Attorney Community Redevelopment Agency of the City of Clearwater, Florida By: ~a~V) SzJ Karen Seel, Vice Chairman Attest: APfldi' ~rm: ..; Pamela K. Alc'n, City Attorney # 1 07222.1 -2- . . BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a Florida governmental agency created pursuant to Part III, Chapter 163, F.S. ("CRA"), for good and valuable consideration the receipt of which is hereby acknowledged, has granted, bargained, sold, transferred and delivered, and by these presents does grant, bargain, sell, transfer, and deliver to ATRIUM AT CLEARWATER, LIMITED, a Florida limited partnership ("Purchaser"), all right, title and interest in and to the Property described on Exhibit "A" attached hereto and incorporated herein by this reference (the "Equipment"), to have and hold the same unto Purchaser and its assigns forever. CRA covenants to and with Purchaser, that CRA is the lawful owner of the Equipment and that CRA has good right and title to sell the Equipment to Purchaser; provided, however, that the Equipment is sold in "AS IS" condition with no representations or warranties except as provided above. IN WITNESS WHEREOF, CRA has executed this Bill of Sale this 31 day of July, 1997. "CRA" Community Redevelopment Agency of the City of Clearwater, Florida By: ~ft) s;,~. a en Seel, Vice Chairman Approved as to form: Jl ~ A! City Attorney Attest: , <:.:s.- ia E. Goudeau, City Clerk . . Exhibit "A" FEDERAL ADP COMPUTERIZED REVENUE CONTROL EOUIPMENT 1 Auditor 2 Fee Computer 2 Passport Plus Cardreaders 1 Passport Plus Programmer 1 I/O Communication Isolator 1 Ticket Dispenser 2 Automatic Gates (#G-90) 1 Differential Counter 1 Auditor 2 Printer 1 Passport Plus Printer Together with the existing software relating to the above equipment. This instrument was prepare by aild should be returned to. ' Thomas N, Henderson, Ill, Esq. Hill, Ward & Henderson, P.A. Suite 3700, Barnett Plaza 101 East Kennedy Boulevard Tampa, Florida 33602 . MORTGAGE SPREADER LOAN NUMBER D-7~1353 THlS MORTG~GE SPREADER (the "Mortgage Spreader") is made and entered into to be effective as ofthe3i:!:.... dayofJuly, 1997, by ATRIUM AT CLEARWATER, LIMITED, a Florida limited partnership, having a principal place of business at 1601 Forum Place, Suite 805, West Palm Beach, Florida 33401 (herein called "Mortgagor"), in favor of PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, an Iowa corporation, having its principal place of business and post office address at 711 High Street, Des Moines, Iowa 50392 (herein called "Mortgagee"). ~I:rNQSSEIH: WHEREAS, the Mortgagee and the Mortgagor heretofore entered into a Joan transaction (hereinafter referred to as the "Loan") wherein the Mortgagee loaned to the Mortgagor the original principal amount of Two Million Nine Hundred Fifty Thuusand and No/IOOths Dollars ($2,950,000.00) as evidenced by (1) a Secured Promissory Note No.1 dated November 13, 1996, in theoriginaI principal amount of Two Million Four Hundred Thirty Thousand Eight Hundred and No/lOOths Dollars (S2,430,800.00) (hereinafter referred to as "Note No. 1 "), and (ii) a Secured Promissory Note No.2 dated November 13, 1996, in the original principal amount of Five Hundred Nrneteen Thousand Two Hundred and Noll OOths Dollars ($519,200.00) (hereinafter referred to as "Note No.2") (Note No.1 and Note No.2 shall hereinafter be collectively referred to as the "Notes"); and NO ADDITIONAL DOCUMENTARY STAMP TAXES OR INTANGIBLE TAXES ARE OWED ON THIS INSTRUMENT INASMUCH AS DOCUMENTARY STAMP TAXES AND INTANGmLE TAXES TO BE PAID ON THE INDEBTEDNESS EVIDENCED BY THE $2,430,800.00 SECURED PROMISSORY NOTE NO. I AND THE $519,200.00 SECURED PROMISSORY NOTE NO.2 HAVE BEEN PAID AND AFFIXED TO THAT CERTAIN MORTGAGE AND SECURITY AGREEMENT EXECUTED BY THE MORTGAGOR AND RECORDED IN OFFICL\L RECORDS BOOK 9531, AT PAGE 292, OF THE PUBUC RECORDS OF PlNELLAS COUNTY, FLORIDA, WHICH CREATED THE LIEN SPREAD BY THIS INSTRuMENT. !\~~ WHEREAS. to secu.e Notes, the Mortgagor executed and eered to the Mortgagee (i) a Mortgage and Security Agieemerrt dated November 13. 1996, and recorded in Official Records Book 9531, at Page 292. of the Public Records of Pin ell as County. Florida (hercinafter referred to as the "Mortgage"); (ii) an Assignment of Leases and Rents dated as of November 13. 1996, and recorded in Official Records Book 953 I. at Page 332, of the Public Records of Pinellas County, r"lorida (hereinafter referred to as the "Assignment of Leases"); (ill) a UCC-I Financing Statement recorded in Official Records Book 9531, at Page 342, of the Public Records of Pinellas County, F1ori~ and (iv) a DeC-l Financing Statement filed with the Secretary of State of the State of Florida bearing file number 960000245176-1 (the foregoing security instruments, as renewed and modified from time to time, may be collectively referred to hereinafter as the "Loan Documents"); and WHEREAS. the Mortgagor desires to induce the Mortgagee to enter inlo lhi~ Mortgage Spreader in order to renew and modify certain terms and provisions of the Mortgage; and WHEREAS. the Mortgagor acknowledges that the execution of this Mortgage Spreader confers a rcal and substantial benefit upon it and further acknowledges that this Mortgage Spreader is supported by good and valuable consideration. NOW, TIIEREFORE, in consideration of the foregoing, the sum of Ten and No/10Oths DoUars ($10.00), the recitals hereinabove set forth which are an integral part of this Mortgage Spreader and not mere recitals herelo. and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Mortgagor agrees as follows: 1. ~ecitals_ The foregoing recitals are true and correct and are incorporated by reference herein. UnI~s otherwise described herein, all capitalized tenns contained herein shall have the same meaning and definition as ascribed to them in the Mortgage. 2. Spreader ofMort88.ie. The lien and encumbrance of the Mortgage shall be and the same is hereby spread to enoumber that certain real propeny lying and situate in Pinellas County, Florida, and more particularly described on Exhibit A attached hereto and incorporated by reference herein (the "Additional Premises"). It is agreed that. by virtue of this Mortgage Spreader, Mortgagor hereby grants. bargains, sells. aliens, remises, releases, conveys, assigns. transfers, mortgages, hypothecates, pledges, delivers, sets over, warrants and confirms unto the Mortgagee, its successors and assigns forever, a lien upon, and a security interest in, the Additional Premises for the purpose of additionally securing the Notes. All references in the Mortgage to the "Premises" shall refer to the Premises described in the Mortgage together with the Additional Premises described on Exhibit ~. 3, Modification of Assignment of Lea.ses and Other Documents. The Mortgagor acknowledges and agrees that all references in the Assignment of Leases and the other Loan Documents to the "Premises" shall be and the same are hereby deemed to refer to the Premises described in the Mortgage together with the Additional Premises described on Exhibit A. All references to the "Assigmnent of Leases " contained herein or in the Notes or in any other Loan Documents shall be deemed to refer to the Assignment of Leases, as herein modified - 2 - ~J~\ 4. ~. The Mortgagor ratifies and coas the lien and security interest of the Mortgage upon or in any and all property, real, personal, or mixed, tangible Or intangible, now encumbered by the Mortgage, including, but not limited to, the Premises and all improvements located thereon. The Mortgagor further ratifies and confirms the lien in effecl of the Assignment of Leases and the other Loan Documents, as modified hereby, S. RatificatioD. The Mortgagor ratifies and affirms the lien and security interest of the Mortgage upon or in any and all property, real, personal, or mixed, tangible or intangible, now encumbered by the Mortgage, and grants to the Mortgagee the benefit of a lien upon and security interest in all such property, as security for the indebtedness as evidenced by the Notes all with the same force and effect as if the provisions of this document originally had been incorporated into the Notes and the Mortgage. The foregoing grant is a supplemental further assurance of title as nothing contained in this docmnent alters, discharges or impairs the lien and security interest of the Mortgage, or their respective priorities. Except as herein modified and amended, the tenns and conditions of the Notes, the Loan Documents, and all of the documents recited herein or executed with respect to the foregoing are hereby ratined and aftirmed and will remain in full force and effect. 6. Acknowledgment of Deht. The Mortgagor acknowledges by its execution hereof that. as of the date hereof, (A) all principal and interest evidenced by the Notes to the date of this Mortgage Spreader are unconditionally due and owing to the Mortgagee as provided in the Notes and that the Mortgagor has no actions, defenses, demands and/or claims of set-off or deduction whatsoever, against (i) the Mortgagee, (ii) the indebtedness evidenced by the Noles and owed to the Mortgagee or (w") the Loan Documents, and (B) the Mortgagee has in no way defaulted or performed any act or omission under the Notes or the Loan Documents or any other agreements between or among the Mortgagor and the Mortgagee which would or could give rise to any action or actions, cause or causes of actions, suits, debts, sums of money, damages, claims, costs, expenses and/or demands whatsoever, in law or in equity or otherwise, by the Mortgagor against the Mortgagee. 7. Due Authorization. The Mortgagor hereby represents and warrants to the Mortgagee that the execution and delivery of this Mortgage Spreader and all other documents executed in connection herewith have been authorized by all necessary partnership action required pursuant to the partnership agreements of the Mortgagor and that the same constitute valid and binding obligations of the Mortgagor, fully erUorce3ble against the Mortgagor in accordance with their tenns. 8. No NovatiQ1J. It is the intent of the parties that this Mortgage Spreader shall not constitute a novation and will in no way adversely affect the lien priority of any of the Loan Documents. 9. No Waiver by the Mortgagee. Nothing set forth in this Mortgage Spreader shall be construed or deemed to release or discharge any rights or remedies that the Mortgagee heretofore had, may now have or may hereafter acquire against any guarantor, surety endorser, co-debtor or any other person other than the Mortgagor on notes or otherwise who is now or may hereafter become liable to the Mortgagee upon any debt affected by this Mortgage Spreader. - 3 - J'\ 10. ACknowled.t of Terms. The Mortgagor repreA and warrants to the Mortgagee that: (i) it h .. oroughly read and reviewed the tennTand provisions of this Mortgage Spreader. and the tenns and provisions arc clearly understood and have been fully and unconditionally consented to by it; (il) it has had a full and complete opportunity for advice of counsel of its 0'WIl selection in regard to understanding the tenns, meaning and effect of this MOJtga.ge Spreader; (Ui) it has freely and voluntarily executed this Mortgage Spreader with full knowledge of the consequences thereof and without duress or undue influence; (iv) it has not relied on representations, either written or oral, express or implied, made to it by the Mortgagee or an attorney or agent acting on behalf of the Mortgagee, except as expressly set forth in this Mortgage Spreader, (v) it is a commercially sophisticated borrower with substantial experience in dealing in the financial marketplace; and (vi) it has received actual and adequate consideration to support this Mortgage Spreader. 11. Miscellaneous. Except as herein specifically renewed and modified, the terms, covenants and conditions of the Notes and the Loan Documents shall remain in full force and effect without any further modifications. Nothing contained herein shall in any way impair the Notes, the Mortgage or any other Loan Documents which evidence or secure the LoaD, nor alter, waive, annul, vary or effect any provision, condition or covenant therein contained (except as herein expressly provided) nor affect nor impair any rights, powers or remedies under the Notes, the Mortgage or any other Loan Documents now or hereafter held by the Mortgagee. it being the intent of the parties hereto that all of the terms and provisions of the Notes, the Mortgage and all of the other Loan Documents shall continue in full force and effect except as expressly modified hereby or by any other instrument executed by and between the parties hereto. In the event of a conflict between the terms of the Notes, the Mortgage. any other Loan Documents and the tenns of this Mortgage Spreader, the tenns oftrus Mortgage Spreader shall prevail. 'This Mortgage Spreader shall be governed and construed in accordance with the laws of the State ofFIorida or applicable federallaws, if the Mortgagee shall elect the benefit thereof Tn case anyone or more of the provisions contained in this Mortgage Spreader shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Mortgage Spreader shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. As used herein. the neuter gender shall include the masculine and feminine genders, and vice versa, and the singular number includes the plural, and vice versa, as the context demands. 12. DefinitiQ11S. Unless otherwise defined herein, capitalized terms shall have the meanings and definitions set forth in the Notes and the Loan Documents. 13. Bindini Effect. This Murtgage Spreader shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, personal representatives, successors and assigns. - 4 - v~\ FROM HILL WARD HEKDERSON (WED) 7. 30' 97 j 6: l ;/Si. ; 6: 06/NU. 4LbUL~~J I b r 11 . . IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage Spreader to be duly executed and delivered as of the date first above written. Signed, sealed and delivered in the presence of; ATRIUM: AT CLEARWATER, LIMITED, a Florida limited partnership By its general partner: N~n~ (print or Type Name) U~~ Na:6t( D4/Z( ~/It 0 /tYLV (print or Type Name) ATRIUM AT CLEARWATER, INCORPORATED, a FJorida corporation By:W4~~ Walter lMackey, Jr., Presid t (Corporate SeaJ) STA1EOF~ t>hit:> COUNTY OF ~ The foregoing instrument was acknowledged before me this 3D day of ~ . 1997, by WaIter 1. :Mackey, Jr., as President of ATRIUM AT CLEARWATER, IN~ 8 Florida corporation, which corporation is general partner of ATRIUM AT CLEARWATER LIMITED, a Florida limited partnership) on behalf of the corporation and limited pannership. He is persona1ly~own to mepr has produced as identification. ~~oa-.. ~ No arY PUblic / L€€~Y\ ~~ (Print, Type or Stamp Name) ,/ ". .-'r My Commission Expires: LEEANN PUTNAM NOrAR't' PU8UC . STATE OF OHIO MY COMMISSIOH EXPIRES JULY 29, 1998 F:\WP6I\WORK\TMN'RINClPA\MACXEY\8JoR.EADBllNF:W - 5 - ~~v FROM HiLL WARD H~ND~;SON (WED) 7. 30' 97 : 6: : 2/8:-. : 6: 06/NU. qLbVL~':) (0 .r l L . . ... ExhIbl~"A. TJ;ru\LI"~ Lotz 1, 2, 3. 12, 13 IIOd 14 aDd vacated rallraad riPt~r-..ay 1)'Ul.<< westerly 01 $Old Lou 1 aDd 14, all in Block "6." MAGNOLIA PARX, .. reccnled in Plat Book J, Pa,e70, Public Records or HUlabanJacb CouDty, Florida, of wbJcb PiDellu CoUDt)" waa formerly . p~ wand Plat Book 3, Pap 43 of me Public RecardII of P1DeUu Couaty, f1m1da. beiDg mere pBrtic:;:ularJy dcacribe4 u follow&: From the NOZ'tbeut comer of nid Lot 3, Block 6. as 8 POINT OF REFERENCE: rlw-ftCe N89.4S'S3"W. along the North !iDe or laid Lot 3, alIo be1ng tha South right-4Jf-way of Pan: Street, 30.01 feet, to . point or iDtenec:t1on with the Northerly extension of the ea5t race of ~ row leYe1 ~e p~ Cerqe tad die POINT OF' BEGINNING, d:Mmca Jeevlnl said North 1me of Lot 3. SOO'l%'4S"W, 8JoDl uld ~ face aDd lu Northerly extenSlOD tben=oC 221.20 feet to the 5cNtbeut comer of said Park.icl garase; ~~.e N89'..S'39"W, .loag tbe Soutb face of the four level CODCrete partd.a<< carare aDd. its Wsterly ezleDSloD tbereot 208.32 feet to the westerly llDe of . 60 Coot vacated Railroad riEht-of -way; theDCe NO ,. 42 12S"E, al~ .&ld Welterly 11De. 221..86 feet to Baid South Tl;.bt-of-W$T of Park StTeet; tbenc:e SS9 -tS'53"E, 810111 aald ScNtb rilbt-of-..y, 190.93 leet to the POINT Of' BEGINNING. . C.ot"t~[r'JD.K" oK.l57 tquare leu, ar 1.014 eaes, MORE OR LESS. [Note: the abovo-described property description includes aU the air fichu previousq granted to Atrium at Clearwater, Llmiteclln 'tDJIt cenaiD ~a1 WarraofJ" Deed ,iven b7 CommunitY R.e.develcipmellt 'A&e.DCT ar the City of C1ea:r'wBteT. elated December 14:, 1993. rec::orded CD December 27, 1993 In O.R. Book 8515, Page 1704, Public Records of P1DeUu Ccnmt:y, F1orJd&, and the eAr r4bu prevIouaI)' graote4 to Atrium at Clearwater, L1mIted in that certJin SpecJaI Wuraaty Deed from City at Clearwater. F1orida, dated NO'Tember 29,1893. recorded OIl De..--n"*r 27. 19931n OR Book 8515, p~ 168, Public R8c::0rds or P1DeU.. Colmty, Flcrtda, ....hich rro~ was descn"bed u part of tho PreaUs~ in the Mortgage and coatU:lUN to be ~ by Mortgage.] ,l()688S.1 Jl JUL, -30' 97 (WED) 15: 18 MACKEY.MM VNTRS. TEL:561-6~9149 P 007 WRITTEN CONSENT OF THE SHAREHOLDERS AND DIRECTORS OF ATRIUM A T CLEARWATER, INCORPORATED IN LIEU OF A SPECIAL MEETING The undersigned, being all of the Shareholders and Directors of the above named corporation, hereby take the following actions by written consent in lieu of a Special Meeting of the Board of Directors and Shareholders: RESOLVED, that Edward S. WillIams, as Secretary/Treasurer of Atrium at Clearwater, Incorporated, is hereby authorized and directed to sign the Closing Statement, Spreader Agreement and any other document related to the closing of the purchase,from ~e City of Clearwater, of a portion of the Atrium at Clearwater Parking Garage. , Shareholder , Chairman ~er ~ Dated: July 30, 1997 . . AFFIDAVIT OF NO LIENS ST ATE OF FLORIDA COUNTY OF PINEL LAS BEFORE ME, the undersigned Notary Public, personally appeared CITY OF CLEARWATER, FLORIDA, a municipal corporation (hereinafter referred to as the "City"), who, being first duly sworn as required by law, deposes and says: 1. The undersigned has personal knowledge of all matters set forth in this Affidavit. 2. The City the owner of the fee simple title to the following described property (the "Property"): See Exhibit "A" attached hereto and incorporated herein by this reference. 3. The Property is free and clear of all liens, encumbrances and claims of every nature, except for those matters set forth on Exhibit "B" attached hereto and incorporated herein by this reference. 4. That City has not allowed, nor does it have any knowledge of, any refuse dumping or presence whatsoever on the Property, including, without limitation, any hazardous waste, toxic materials, or other contaminants. 5. The City's title to and possession and enjoyment of the Property have been open, notorious, peaceable, exclusive and undisturbed except as otherwise set forth herein. 6. Neither the City's title to nor possession of the Property have ever been disputed or questioned nor is the City aware of any facts by reason of which the title to or possession of the Property, or any part of it or any personal property located on it, might be disputed or questioned or by reason of which any claim to the Property or any portion of it or any personal property located on it might be adversely asserted except as otherwise set forth herein. 7. No person or entity other than the City claims or is presently entitled to the right to possession or is in possession of the Property and there are no tenancies, leases or other occupancies. . . 8. There are no disputes concerning the location of the boundary lines of the Property unless otherwise particularly set forth herein. 9. Except as otherwise herein stated, there are no outstanding or unpaid taxes or assessments (pending or certified) or any unpaid or unsatisfied mortgages, claims of lien or other matters that constitute or could constitute a lien or encumbrance against the Property or any improvements on it or any part of it or against any personal property located on it. 10. There are no security agreements, financing statements, title retention contracts or personal property leases affecting any materials, fixtures, appliances, furnishings or equipment placed on or installed in or on the Property or the improvements located on it unless expressly set forth herein. 11. There are no actions, proceedings, judgments, bankruptcies, liens or executions recorded among the Public Records of the county where the Property is located or any other county in Florida or pending against the City in the courts of Florida or in any other courts unless otherwise set forth herein. 12. No improvements or repairs have been made to the Property during the ninety (90) day period immediately preceding the date of this Affidavit, and there are no unpaid bills of any nature, either for labor or materials used in making improvements or repairs on the Property, or for services of architects, surveyors or engineers incurred in connection with Property unless otherwise expressly set forth herein. 13. Subsequent to the effective date of any title commitment or opinion issued in connection with the closing necessitating this Affidavit, the undersigned individually (and as the authorized agent of the City, if not the City) hereby agrees and represents that the undersigned and the City will not execute any instrument, or do any act whatsoever, that in any way would or may affect the title to the Property, including but not limited to, mortgaging or conveying the Property or any interest in it or causing any liens to be recorded against the Property or the City except for the execution of any mortgage or other instrument required or expressly contemplated by the commitment or opinion. -2- . . 14. No notice of commencement has been recorded affecting the Property unless otherwise set forth herein. 15. This Affidavit is made to induce Atrium at Clearwater, Limited to purchase the Property, and to induce Chicago Title Insurance Company to issue a title insurance policy covering the Property. 16. This Affidavit is made and given by the undersigned with full knowledge of applicable Florida laws regarding sworn affidavits and the penalties and liabilities resulting from false statements and representations therein. Signed, sealed and delivered in the presence of: CITY OF CLEARWATER, a municipal corporation 'YJV\.~ "Yl1, CPA> ~\.::s./"", [) . Janis M. Przywara . (Print ame of witness) '" I , (. , ) b' n l' ',. '.'C...." ".~ ,-".- . ". -- By: , ~~ B~_J,Oh Vice Mayor Michael J. Roberto, City Manager r ~k".' L.~~ C~ thia E. Goudeau, City ,Clerk ::~rol!1as; fA; and correctness: Pamela 1[~, City Attorney By: Kathleen E. Roberts (Print name of witness) By: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _ day of July ,1997,by J.B. Johnson, Jr., Vice Mayor , Michaelj. Roberto, City Manager, and Cynthia E. Goudeau, City Clerk, of City of Clearwater, Florida, a municipal corporation, on behalf of the corporation. They are personally known to me or have produced (type of identification) as identification. ~ KATHLEEN E. ROBERTS State of Florida t/.y Ccmm. Exp. July 31, 1999 Cornm, . CC 4nrm ,r," ! [=.\t!-tk( ,~ Signaufe of Person Taking Acknowledgment K~~hlppn F. Rnhpr~~ Name of Acknowledger Typed, Printed or Stamped (NOTARY SEAL) Notary Public, State of Florida Notarial Serial Number: CC47 2077 #106874.1 -3- . . Exhibit "A" LEGAL DESCRIPTION Lots 8 and 9, Block 20, GOULD AND EWING'S FIRST AND SECOND ADDITION TO CLEARWATER HARBOR, less and except the North 6 feet of Lots 8 and 9, as conveyed to City of Clearwater as recorded in Deed Book 194, Page 471, for alley, and less road right-of-way, according to the plat thereof, recorded in Plat Book 1, Page 52, Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a part. # 106885.1 . . Exhibit "B" Permitted Exceptions 1. The lien of the Taxes for the year 1997, which are not yet due and payable. Parcel No. 16/29/15/32292/02010080. 2. The lien of the Taxes for the year 1997, which are not yet due and payable. Parcel No. 16/291151322921020/0090. . . AFFIDAVIT OF NO LIENS STATE OF FLORIDA COUNTY OF PINELLAS BEFORE ME, the undersigned Notary Public, personally appeared COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA (hereinafter referred to as the "CRA"), who, being first duly sworn as required by law, deposes and says: 1. The undersigned has personal knowledge of all matters set forth in this Affidavit. 2. The CRA the owner of the fee simple title to the following described property (the "Property"): See Exhibit "A" attached hereto and incorporated herein by this reference. 3. The Property is free and clear of all liens, encumbrances and claims of every nature, except for those matters set forth on Exhibit "B" attached hereto and incorporated herein by this reference. 4. That CRA has not allowed, nor does it have any knowledge of, any refuse dumping or presence whatsoever on the Property, including, without limitation, any hazardous waste, toxic materials, or other contaminants. 5. The CRA's title to and possession and enjoyment of the Property have been open, notorious, peaceable, exclusive and undisturbed except as otherwise set forth herein. 6. Neither the CRA's title to nor possession of the Property have ever been disputed or questioned nor is the CRA aware of any facts by reason of which the title to or possession of the Property, or any part of it or any personal property located on it, might be disputed or questioned or by reason of which any claim to the Property or any portion of it or any personal property located on it might be adversely asserted except as otherwise set forth herein. 7. No person or entity other than the eRA claims or is presently entitled to the right to possession or is in possession of the Property and there are no tenancies, leases or other occupancies, except parking licenses being assigned to Atrium. . . 8. There are no disputes concerning the location of the boundary lines of the Property unless otherwise particularly set forth herein. 9. Except as otherwise herein stated, there are no outstanding or unpaid taxes or assessments (pending or certified) or any unpaid or unsatisfied mortgages, claims of lien or other matters that constitute or could constitute a lien or encumbrance against the Property or any improvements on it or any part of it or against any personal property located on it. 10. There are no security agreements, financing statements, title retention contracts or personal property leases affecting any materials, fixtures, appliances, furnishings or equipment placed on or installed in or on the Property or the improvements located on it unless expressly set forth herein. 11. There are no actions, proceedings, judgments, bankruptcies, liens or executions recorded among the Public Records of the county where the Property is located or any other county in Florida or pending against the CRA in the courts of Florida or in any other courts unless otherwise set forth herein. 12. No improvements or repairs have been made to the Property during the ninety (90) day period immediately preceding the date of this Affidavit, and there are no unpaid bills of any nature, either for labor or materials used in making improvements or repairs on the Property, or for services of architects, surveyors or engineers incurred in connection with Property unless otherwise expressly set forth herein. 13. Subsequent to the effective date of any title commitment or opinion issued in connection with the closing necessitating this Affidavit, the undersigned individually (and as the authorized agent of the CRA, if not the CRA) hereby agrees and represents that the undersigned and the CRA will not execute any instrument, or do any act whatsoever, that in any way would or may affect the title to the Property, including but not limited to, mortgaging or conveying the Property or any interest in it or causing any liens to be recorded against the Property or the eRA except for the execution of any mortgage or other instrument required or expressly contemplated by the commitment or opinion. -2- . . 14. No notice of commencement has been recorded affecting the Property unless otherwise set forth herein. 15. This Affidavit is made to induce Atrium at Clearwater, Limited to purchase the Property, and to induce Chicago Title Insurance Company to issue a title insurance policy covering the Property. 16. This Affidavit is made and given by the undersigned with full knowledge of applicable Florida laws regarding sworn affidavits and the penalties and liabilities resulting from false statements and representations therein. Signed, sealed and delivered in the presence of: "CRA" ,-n/l.-( '- Community Redevelopment Agency of the City of Clearwater, Florida By: ~ u. i) 5:.:.d. Kar n Seel, V1ce Cha1rman Attest: . "~- t, f, " I,: ! ('; f I" (-~~__ (l~,~Lc._'~'- L--W-1-'-~p...; athleen E. Roberts (Print name of witness) :ztiaslform: Pamela K. Akin, City Attorney ST ATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _ day of July , 1997, by Karen Seel, Vice Chairman , and Cynthia E. Goudeau, City Clerk, of the Community Redevelopment Agency of the City of Clearwater, Florida, on behalf of the said Community Redevelopment Agency of the City of Clearwater, Florida, for the purposes herein expressed. They are personally known to me or have produced Florida drivers licenses as identification. ~" l-:{J~1 ," , , . ! \ ... .'. "- (t)t-t_J':::'~'-"'- ./ - ~ -~ Signatpre of Person Taking Acknowledgment k~, ~~ KATP.LEEN E. ROBERTS . I n State of Florida "'Y Com...n. Exp. July 31. 1. Comm. , CC 472f1T7 K~rhl~~n Eo Roherts Name of Acknowledger Typed, Printed or Stamped (NOTARY SEAL) Notary Public, State of Florida Notarial Serial Number: C'.C'.u non # 1 06876.1 -3- . . Exhibit "A" LEGAL DESCRIPTION Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1 and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public Records of Hillsborough County, Florida, of which PineUas County was formerly a part, and Plat Book 3, Page 43 of the Public Records of Pinellas County, Florida, being more particularly described as follows: From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W, along the South face of the four level concrete parking garage and its Westerly extension thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way; thence N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park Street; thence 889045'53"E, along said South right-of-way, 190.93 feet to the POINT OF BEGINNING. Containing 44,157 square feet, or 1.014 acres, MORE OR LESS. LESS and except all the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed given by Community Redevelopment Agency of the City of Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 174, Public Records of Pinellas County, Florida, and the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City of Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 168, Public Records of Pinellas County, Florida. # 1 06885.1 . . Exhibit liB" Permitted Exceptions 1. The lien of the Taxes for the year 1997, which are not yet due and payable. Parcel No. 15/29/15/54450/006/0010. 2. Rights of Florida Power Corporation pursuant to instrument recorded in OR Book 6064, Page 447, Public Records of Pinellas County, Florida. 3. The terms and conditions of the Development Agreement recorded in OR Book 5868, Page 1530, and amendment in OR Book 5868, Page 1543, and Assignment and Assumption thereof as recorded in OR Book 6664, Page 823, and Consent to Assignment and Assumption of Municipal Agreements recorded in OR Book 6809, Page 250 and OR Book 7371, Page 506, O.R. Book 8515, Page 257, Public Records of Pinellas County, Florida. 4. Rights of parties now in possession under any unrecorded leases. 5. Terms and provisions of all agreements and franchises pertaining to the cost, installation, operation, and maintenance of gas, water and/or sewer facilities. 6. Special Warranty Deed as recorded in OR Book 8515, Page 174, Public Records of Pinellas County, Florida. . . MORTGAGOR'S AFFIDAVIT OF NO LIENS STATE OF 011/0 COUNTY OF F~A,<JK(.IN BEFORE ME, the undersigned Notary Public, personally appeared ATRIUM AT CLEARWATER, LIMITED, a Florida limited partnership (hereinafter referred to as the "Atrium"), who, being first duly sworn as required by law, deposes and says: 1. The undersigned has personal knowledge of all matters set forth in this Affidavit. 2. The Atrium the owner of the fee simple title to the following described property (the "Property"): See Exhibit "A" attached hereto and incorporated herein by this reference. 3. The Property is free and clear of all liens, encumbrances and claims of every nature, except for those matters set forth on that certain Mortgagee Title Insurance Policy issued by Chicago Title Insurance Company, File No. TR209601814. 4. That Atrium has not allowed, nor does it have any knowledge of, any refuse dumping or presence whatsoever on the Property, including, without limitation, any hazardous waste, toxic materials, or other contaminants. 5. The Atrium's title to and possession and enjoyment of the Property have been open, notorious, peaceable, exclusive and undisturbed except as otherwise set forth herein. 6. Neither the Atrium's title to nor possession of the Property have ever been disputed or questioned nor is the Atrium aware of any facts by reason of which the title to or possession of the Property, or any part of it or any personal property located on it, might be disputed or questioned or by reason of which any claim to the Property or any portion of it or any personal property located on it might be adversely asserted except as otherwise set forth herein. 7. No person or entity other than the Atrium claims or is presently entitled to the right to possession or is in possession of the Property and there are no tenancies, leases or other occupancies. if~ . . 8. There are no disputes concerning the location of the boundary lines of the Property unless otherwise particularly set forth herein. 9. Except as otherwise herein stated, there are no outstanding or unpaid taxes or assessments (pending or certified) or any unpaid or unsatisfied mortgages, claims of lien or other matters that constitute or could constitute a lien or encumbrance against the Property or any improvements on it or any part of it or against any personal property located on it. 10. There are no security agreements, financing statements, title retention contracts or personal property leases affecting any materials, fixtures, appliances, furnishings or equipment placed on or installed in or on the Property or the improvements located on it unless expressly set forth herein. 11. There are no actions, proceedings, judgments, bankruptCies, liens or executions recorded among the Public Records of the county where the Property is located or any other county in Florida or pending against the Atrium in the courts of Florida or in any other courts unless otherwise set forth herein. 12. Subsequent to the effective date of any title commitment or opinion issued in connection with the closing necessitating this Affidavit, the undersigned individually (and as the authorized agent of the Atrium, hereby agrees and represents that the undersigned and the Atrium will not execute any instrument, or do any act whatsoever, that in any way would or may affect the title to the Property, including but not limited to, mortgaging or conveying the Property or any interest in it or causing any liens to be recorded against the Property or the Atrium except for the execution of any mortgage spreader agreement or other instrument required or expressly contemplated by the commitment or opinion. 13. No notice of commencement has been recorded affecting the Property, except a) Notice of Commencement recorded April 9, 1997, in O.R. Book 9667, Page 840, Public Records of Pinellas County, Florida; and b) Notice of Commencement recorded June 5, 1997, in O.R. Book 9730, Page 1597, Public Records of Pinellas County, Florida. vJt -2- . . 14. This Affidavit is made to induce Chicago Title Insurance Company to issue a spreader endorsement to the Mortgagee Title Insurance Policy covering the Property. 15. This Affidavit is made and given by the undersigned with full knowledge of applicable Florida laws regarding sworn affidavits and the penalties and liabilities resulting from false statements and representations therein. "ATRIUM" ~af! ' 'c./A. L~~~ ~Iyi(~\ ~~ J ((ill "Jt1\!I,) I \117 A~ 0 (LV- !.:: U.- . Atrium at Clearwater Limited, a Florida limited partnership By: Atrium at Clearwater, Incorporated, a Florida corporation, its sole general partner By: . STATE OF 0#/0 . COUNTY OF F/f.14 pKt /AI K-- The foregoing instrument was acknowledged before me this .;J'I day of -::r:,/~ , 1997, by Walter J. Mackey, Jr., as President of Atrium at Clearwater, Incorporated, a Florida corporation, as sole general partner of Atrium at Clearwater Limited, on behalf of the limited partnership. He is personally known to me.-Gr bait f')t odut.:~d (qpp nf id8RtificatioR) as ic'lpntificatiQA\ /J II C?~ a. ~ (NOTARY SEAL) Signature of Person Ta i Acknowledgment PATRICIA A. LAMB NOTARY PUBUC, STATE Of 0IIl0 MYCOMMISSION EXPIRESFaJaa. of Acknowledger TYPed'Z;'nted or Stamped F~B.,S J-I:>o/ " Notary Public, State of ctJ Notarial Serial Number: 8 I 0 ~ #107057.1 -3- ~ . . Exhibit "A" PARCEL m: Lots 1,2,3 and 4, Block "13," of GOULD AND EWINGS 2ND ADDITION TO CLEARWATER - HARBOR, 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 the 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 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 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 2ND ADDITION, thence along the Northerly right-of-way line 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 2ND ADDITION; thence along the Eastern right-of-way of South Garden Avenue, North 00002'16" East, 227.95 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.R. 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. 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, of the Public Records of Pinellas County, Florida, 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 levels 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. \j't' . . PARCEL D: 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. AND TOGETHER WITH: A non-exclusive easement for the benefit of Parcel III for crosswalk over and above that certain Street known as Park Street, recorded in Official Records Book 8515, page 177, of the Public Records of Pinellas County, Florida, being more particularly described as follows: Commence at the Northeast corner of Lot 3, Block 8, of GOULD AND EWING'S SECOND ADDITION, as recorded in Plat Book 1, page 52, of the Public Records of Hillsborough County, Florida, of which Pinellas County was once a part; thence South 89045'53" East along the South right-of-way line of Park Street 18 feet to the Point of Beginning; thence South 00014'07" West, 15.3 feet, more or less, to the face of the Park Street Parking Garage; thence South 89045'53" East along the face of said building 15 feet; thence North 00014'07" East, 75.3 feet, more or less, to a point on the North right-of-way line of Park Street; thence run North 89045'53" West along said North right-of-way line, 15 feet; thence run South 00014'07" West, 60 feet to the Point of Beginning. AND TOGETHER WITH: The following described easements for the benefit of Parcel 6 created in instrument recorded in Official Records Book 8515, page 187, as corrected by instrument recorded in Official Records Book 8909, page 1019, of the Public Records of Pinellas County, Florida, over and across the following described parcels of land: PART A: A non-exclusive easement for ingress and egress over and across a portion of Lots 1, 2, 3, 12, 13 and 14 and railroad right-of-way lying Westerly of said Lots 1 and 14, all in Block "6," MAGNOLIA PARK SUBDIVISION, as recorded in Plat Book 1, page 70, of the Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and Plat Book 3, page 43, of the Public Records of PineUas County, Florida being more particularly described as follows: Commence at the Northeasterly corner of said Lot 3, 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), 109.11 feet to the Point of Beginning; thence South 00014'07" East 40.30 feet; thence North 89045'53" West 3.00 feet to Point "B," for convenience; thence continue North 89045'53" West 27.00 feet; thence North 00014'07" East 40.30 feet to a point on the aforesaid Southerly right-of-way of Park Street; thence South 89045'53" East along said right-of-way, 30.00 feet to the Point of Beginning. -2- fJ\ . . Part B: A non-exclusive ingress-egress easement for the ramp leading from the first floor to the second floor being described as follows: Beginning at the aforedescribed Point "B" as point of reference; thence South 00014'07" West, 157.12 feet to Point "c" for convenience; thence North 89045'53" West 24.00 feet; thence North 00014'07" East 157.12 feet to a point on the Southerly line of the easement described above as Part A; thence South 89045'53" East along said Southerly line 24.00 feet to the Point of Beginning. The lower limits of said easement being an inclined plane along the bottom of the support beams for the said ramp; the upper limits of said easement being an inclined plane along the bottom of the support beams for the ramp leading from the second floor to the third floor. PART C: A non-exclusive ingress-egress easement for the driveway through the second floor being described as follows: Commence at the aforesaid Point "c" as a point of reference; thence South 00014'07" West, 12.00 feet to the Point of Beginning of the 24.00 foot strip being 12.00 feet and continuous on each side of the following described centerline; thence North 89045'53" West 76.00 feet; thence North 00014'07" East 181.12 feet; thence South 89045'53" East 128.00 feet; thence South 00014'07" West 181.12 feet; thence North 89045'53" West 52.00 feet to the Point of Beginning. . The lower limits of said easement being the bottom of the support beams for the second floor of the parking garage and the upper limits being the bottom of the support beams for the third floor of the parking garage. -3- IV\. . . NON-FOREIGN AFFIDAVIT STATE OF FLORIDA COUNTY OF PINEL LAS Personally, came before me, the undersigned attesting officer, CITY OF CLEARWATER, FLORIDA, a municipal corporation (hereinafter referred to as "City") who, on oath, deposes and says that City is the owner of a tract or parcel of land located in Pinellas County, Florida, and being more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference (the "Property") and that the undersigned is familiar with the facts set forth herein and has the authority to make the within affidavit. Deponent further avers that the undersigned understands that Section 1445 of the Internal Revenue Code of 1986 as amended, provides that a transferee of U. S. real property interest must withhold tax if the transferor is a foreign person. Accordingly, to inform Atrium at Clearwater, Limited in connection with its purchase of the Property from City, that withholding of tax is not required upon said disposition of the Property, being aU. S. real property interest, the undersigned hereby swears to and certifies as to the following: 1. City is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined the Internal Revenue Code of 1986, as amended, and regulations promulgated pursuant thereto). 2. City's address is 112 S. Osceola Avenue, Clearwater, Florida 33756. 3. City's U.S. taxpayer identification number is 59-6000289. City understands that its certification may be disclosed to the Internal Revenue Service and that any false statement contained herein may be punished by fine or imprisonment, or both. Under penalties of perjury, the undersigned declares that the undersigned has examined the certification and to the best of his knowledge and belief, it is true, correct and complete. . . Signed, sealed and delivered in the presence of: CITY OF CLEARWATER, a municipal corporation ';r~-"1- ?}n~.c?~~Ar~~ Janis M. Przywara (Print n e of witness) By: . (' Michael J. Rob~rto . City'Manag~r , By: By: ,., ,.. Ka hleen E. Roberts (Print name of witness) Approved as to form and correctness: By:1Lt~ Pamela ' kin, City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this _ day of July , 1997, by J . B. .Ionn!':on r IT r Vi rp Mayor ' Michael J. Roberto, City Manager, and Cynthia E. Goudeau, City Clerk, of City of Clearwater, Florida, a municipal corporation, on behalf of the corporation. They are personally known to me or have produced (type of identification) as identification. ~' , r <"-,: , ': -,( , , ./ (0;. j U. , c.. ..f"'~.~_v<~.:b:.. , . -.......l.., ,(,,-. ',-' :7"."'" Signature of Person Taking Acknowledgment Kathljen E. Roberts Name of Acknowledger Typed, Printed or Stamped (NOTARY SEAL) t~ KAT!-!LEEN E. ROBERTS State of FlOrida My Com.1\. Exp, JU~/31. 1999 Comm. , CC 4~On Notary Public, State of Florida CC472077 Notarial Serial Number # 106878.1 -2- . . Exhibit "A" LEGAL DESCRIPTION Lots 8 and 9, Block 20, GOULD AND EWING'S FIRST AND SECOND ADDITION TO CLEARWATER HARBOR, less and except the North 6 feet of Lots 8 and 9, as conveyed to City of Clearwater as recorded in Deed Book 194, Page 471, for alley, and less road right-of-way, according to the plat thereof, recorded in Plat Book 1, Page 52, Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a part. # 106885.1 . . NON-FOREIGN AFFIDAVIT STATE OF FLORIDA COUNTY OF PINELLAS Personally, came before me, the undersigned attesting officer, COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a municipal corporation (hereinafter referred to as "CRA") who, on oath, deposes and says that CRA is the owner of a tract or parcel of land located in Pinellas County, Florida, and being more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference (the "Property") and that the undersigned is familiar with the facts set forth herein and has the authority to make the within affidavit. Deponent further avers that the undersigned understands that Section 1445 of the Internal Revenue Code of 1986 as amended, provides that a transferee of U. S. real property interest must withhold tax if the transferor is a foreign person. Accordingly, to inform Atrium at Clearwater, Limited in connection with its purchase of the Property from CRA, that withholding of tax is not required upon said disposition of the Property, being a U. S. real property interest, the undersigned hereby swears to and certifies as to the following: 1. CRA is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined the Internal Revenue Code of 1986, as amended, and regulations promulgated pursuant thereto). 2. CRA's address is 112 S. Osceola Avenue, Clearwater, Florida 33756. 3. CRA's U.S. taxpayer identification number is 59-6000289. CRA understands that its certification may be disclosed to the Internal Revenue Service and that any false statement contained herein may be punished by fine or imprisonment, or both. Under penalties of perjury, the undersigned declares that the undersigned has examined the certification and to the best of his knowledge and belief, it is true, correct and complete. . Signed, sealed and delivered in the presence of: cr~o/l11, ~:t~ () 1:=."; c M PY'7yt.T~T~ (Print name of witness) (Print name of witness) STATE OF FLORIDA COUNTY OF PINELLAS . "CRA" Community Redevelopment Agency of the City of Clearwater, Florida BY:~~...u/Yl ~.. . Karen Seel.,. ViceChairmar: Attest: ,-" Approved as to form: . fj). fI-.: Pamela K. A in, City Attorney The foregoing instrument was acknowledged before me this day of Julv ,1997, by Karen Seel , Vice Chairman ---arid Cynthia E. Goudeau, City Clerk, of the Community Redevelopment Agency of the City of Clearwater, Florida, on behalf of the said Community Redevelopment Agency of the City of Clearwater, Florida, for the purposes herein expressed. They are personally known to me or have produced Florida drivers licenses as identification. 1f KATHLEeN E. ROBERTa- My~ofFlorld8 Comm.~c~~.,tll88 - (NOTARY SEAL) ) t " f (; , '--r-::>. , " '.'., ( ) 'f J --:: ,.' i1~-t.-..L.... ."-l..J.",,:,- -:.~/ Signat re of Person Taking Acknowledgment Kathleen E. Roberts Name of Acknowledger Typed, Printed or Stamped Notary Public, State of Florida Notarial Serial Number: CC472077 -2- . . Exhibit "A" LEGAL DESCRIPTION Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1 and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public Records of Hillsborough County, Florida, of which PineUas County was formerly a part, and Plat Book 3, Page 43 of the Public Records of PineUas County, Florida, being more particularly described as foUows: From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W, along the South face of the four level concrete parking garage and its Westerly extension thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way; thence N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park Street; thence S89045'53"E, along said South right-of-way, 190.93 feet to the POINT OF BEGINNING. Containing 44,157 square feet, or 1.014 acres, MORE OR LESS. LESS and except aU the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed given by Community Redevelopment Agency of the City of Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 174, Public Records of Pinellas County, Florida, and the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City of Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 168, Public Records of PineUas County, Florida. #106885.1 JUL-28-87 16,34 FROM,GREENWALD & ASSOC. 10,561 385 0282 PAGE 2/2 State of Ohio . County of F~AN~LIN . 1. The name of the limited partnership is Atrium at Clearwater, lid. which is a Florida limited partnership ("the partnership'") and said partnership is a valid, current and active. 2. Atrium at Clearwater, Incorporated is a Florida corporation ("the corporation") and is the sole partner of the partnership. 3. . The corporation and specifically Walter J. Mackey, Jr. as President is authorized to sign any and all documents on behalf of the partnership concerning the purchase by the partnership from the City of Clearwater, Florida and the Community Redevelopment Agency of the City of Clearwater. Florida the property legally described as attached hereto. 4. There has been no changes to the Partnership Agreement of the partnership since November 1996. Atrium at Clearwater limited, a Florida Umn:ed Partnership By: Atrium at Clearwater, Incorporated, a Florida Corporatio' ole partner By: e . ackey. Jr., eSi~t The foregoing Partnership Affidavit was acknowledged before me, this /). r day of Jury, 1997. by -.pmduoe9-biG- WALTER J. MACKEY. JR., who is personally known to me.~who h3s ~ identmcatien aftd---wOO did not take an oath. PATRICIA A. IAMB IIlTARY PUBUC, STAlE OF OHIO MY COMMISSIoN EXPIRES FEB. 5, 200l NOTARY PUBLlC:()".," tPt1~ a. ~~ . Printed Na~e: rAt/?. Ic/A ~A ~ ~..." " State of OhiO at Large (Seal) , ,", ~ .~., .' ,.< ",," . , . My Commission Expires: I u. o >- I- o City Attorney's Office Interoffice Correspondence Sheet TO: Cynthia E. Goudeau, City Clerk FROM: Janis M. Przywara, Administrative Support Manager I .;~ CC: Margie Simmons, Finance Director Earl Barrett, Real Estate Services Manager SUBJECT: Park Street Garage Sale documents Corrective Quit Claim Deed CRA to City and Owners title Insurance Policy for 31-space parcel Owner's Title Insurance Policy for Sale of Garage to Atrium DATE: December 4,1997 Enclosed for city records are the recorded Corrective Quit Claim Deed to correct the legal description for the 31-space parcel and the old deed that was also recorded. Also enclosed is the original title policy on the 31-space parcel. In addition, enclosed for city records is a copy of the Owner's Title Insurance Policy for the sale of the parking garage to Atrium which should be inserted in the bound closing documents transcript under Tab 17. Ijmp Enclosures 1 I TEW, ZINOBER, BARNES, ZIMMET & UNICE ATTORNEYS AT LAW JOEL R. TEw FREDRIC S. ZINOBER ROBERT L. BARNES. JR. ALAN S, ZIMMET T. R, UNlCE, JR. ANDREW J. SALZMAN JEfFREY P. CARlO. CLEARWATER OFACE PRESTIGE PROFESSIONAL PARK 2655 McCORMICK DRIVE CLEARWATER. FLoRIDA 33759 HERNANDO OFACE 7361 FOREST OAKS BLVD, SPRING HIU... FLoRIDA 34606 PuAsE REPLy To: P. O. BOX 5124 CLEARWATER. FLoRIDA 33758-5124 CLEARWATER OFACE (813) 799-2882 FAX (813) 726-0058 (813) 799-6794 LEE WM. ATKINSON MARK A. CONNOllY DoNNA J. FELDMAN PAUL J. WATERS BREf T. JARDINE PATRICK A. BURSON CHRISTOPHER M. AIELLO ROBERT E. HEYMAN RICHMOND C. FLoWERS ANDREA LEE ABRASS SOOTI P. SWOPE *HERNANIXI RESIDENT PAR1l<EI. HERNANDO OFACE (352) 683-0597 FAX (352) 686-0701 E-Mail Address:TZBZU@aol.com December 2, 1997 Pamela Akin, Esquire City Attorney City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 Re: City of ClearwaterlAtrium at Clearwater. Ltd. RECEIVED DEe 0 3 1997 -"f ;~. ,.'! v ATTORNEY Dear Pam: With regard to the above-referenced matter, enclosed please find the oriJzinal recorded Corrective Quit Claim Deed from the CRA to the City, together with the original Owners Title Insurance Policy on the 31-space parcel. As you know, these are important documents and should be safeguarded. The delivery of these documents completes this matter and we will be closing our file. Should you have any questions or comments regarding this matter, please do not hesitate to contact me or Mr. Barnes. It was a pleasure working with you on this matter. Sincerely, INOBER, BARNES, ZIMMET & UNICF ~ Ka leen E. Roberts Legal Assistant lker Enclosures pc: Robert L. Barnes, Jr., Esquire ro . I I COMMUNITY REDEVELOPMENT AGENCY MEETING CITY OF CLEARWATER July 14, 1997 Present: Rita Garvey J. B. Johnson Robert Clark Karen Seel David Stone Bob Keller Michael J. Roberto Pamela K. Akin Cynthia E. Goudeau Patricia O. Sullivan Absent: Ed Hooper Chair/CRA Trustee CRA Trustee CRA Trustee CRA Trustee Ex-Officio Trustee Assistant City Manager/CRA Director City Manager City Attorney City Clerk Board Reporter CRA Trustee The Chair called the meeting to order at 1: 15 p.m. at City Hall. To provide continuity for research, items are in agenda order although not necessarily discussed in that order. ITEM #2 - Aooroval of Minutes Trustee Johnson moved to approve the minute of the meetings of June 16, 1997, as recorded and submitted in written summation by the City Clerk to each Trustee. The ! motion was duly seconded and carried unanimously. ITEM #3 - New Business a) Proposed Atrium settlement The City Attorney reviewed the proposed agreement between the City and Atrium at Clearwater, Ltd., indicating the City Commission had agreed to the terms during a previous closed door session. The agreement should be finalized this month and will resolve all litigation. In addition to a $50,000 deposit, the City will receive $450,000. The City will keep 31 spaces of street level parking around the parking garage, trading them for a 25-space parking lot across the street. Clearwater will be able to maintain 60 City vehicles in the garage until the end of September 1997. After that, the City can lease spaces at published rates. It was noted the agreement results in a net loss to Clearwater but the City has little choice due to the original contract's language. In response to a question, Finance Director Margie Simmons reported $1.6-million is still owed on the garage. The garage's assessed value was not known. The City Attorney indicated some minor changes to the final agreement may occur. Trustee Johnson moved to accept the proposed settlement with Atrium at Clearwater, Ltd., in form and concept for the purchase of the remaining portion of the Park Street garage mcr0797 '~ 1 07/14/97 , I I structure and nearby 25-space parking lot parcel, less the abutting 31-space parcel. The motion was duly seconded and carried unanimously. ITEM #4 - Assistant City ManaQer Verbal Reoorts Assistant City Manager Bob Keller stated the first draft of the agreement between the DDB (Downtown Development Board) and CRA (Community Redevelopment Agency) for the Downtown Alliance has been received. In response to a question, he said approval of the final agreement remains targeted for September 1 997. Mr. Keller reported increased leasing activity downtown. Staff has worked to help 5 new downtown businesses. Mr. Keller indicated the Parks & Recreation Department has removed the annuals from the downtown planters and replaced them with low-growing vegetation and dwarf palms. ITEM #5 - Other Business - None. ITEM #6 - Adjournment The meeting adjourned at 1 :25 p.m. mcr0797 2 ',- 07/14/97 ~, · City of Clearwater City JLmmission Meeting I ITEM #49 - Other City Attorney Items a) Atrium vs. City - proposed settlement agreement The City Attorney reviewed the proposed agreement between the City and Atrium at Clearwater, Ltd., indicating the City Commission had approved the agreement while acting as CRA Trustees on July 14, 1997. Minor changes include: 1) 6a - language clarifying title of the 25-space parcel; 2) 7 - removal of software reference; and 3) insertion of a maximum monthly parking rate of $37.50. Current City garage rates are $37.45 per month. Closing is anticipated to occur on July 30, 1997. Commissioner Clark moved to accept the proposed settlement with Atrium at Clearwater, Ltd., for the purchase of the remaining portion of the Park Street garage structure and nearby 25-space parking lot parcel, less the abutting 31-space parcel. The motion was duly seconded and carried unanimously. b) Approval of order re Pinch A Penny This order of the City Commission is based on the case the Commission heard on June 18, 1997. The order is to reverse the decision of the Clearwater Design Review Board and, pursuant to Section 36.065(6), approve the deletion of the vinyl covered chain link fence on the East facing wall and South facing wall of the building with the further condition that no chain link fence will be permitted on the East and South facing walls of the building. Further, the Commission approves the deletion of the wrought iron grille as shown on the appellant's previously approved plan and approves the installation of the retractable roll-down screen, on the condition that the appellant install metal grille work as described and depicted in Exhibit A of the order no later than October 19, 1997, for property at 651 Court Street. Commissioner Johnson moved to approve the order of the City Commission regarding Case No. DRB 97-001, Cepcot Corp./Pinch-A-Penny, Inc./Porpoise Pool & Patio, Inc./Clearwater Depot, Inc., Appellant, vs. City of Clearwater Design Review Board, Respondent. The motion was duly seconded and carried unanimously. ITEM #50 - City Manaaer Verbal Reports The City Manager requested the Commission set dates to discuss issues outlined in his July 10, 1997, memorandum. Meetings were scheduled for August 14, 1997, at 10:30 a.m. and August 28, 1997, at 9:00 a.m. ITEM #51 - Commission Discussion Items a) Consider name change for Marshall Street Park to Cherry Harris Park The City Attorney presented Resolution #97-47 and read it by title only. Commissioner Hooper moved to pass and adopt Resolution #97-47 and authorize the mcc0797 18 07/17/97 ",.;..' - 04125195 I . 1.0. 0055 16 29 15 32292 020 0090.00 I 55.2 PARKING LOl' #28 ( ---l... JUILDING SF LOCATION 610 PARK ST -FUND SOURCE ACREAGE- 0.14 SUBDIVIS. GOULD & EWING JUST VALUE- -ACQ. METHO PURCHASE -PURCH PRICE 165,000 -INSURED VAL o -APPRAISAL o LAND USE ACQUIRE PLAN Oll10185 DECL SURPLUS- USE 7-23-93, CENTRAL BUSINESS DISTRICT METERED PARKING LOT ASSESSED VAL- USER DEPT o APPRAISED- SURVEY TRAFFIC ENGINEERING ----CLERK ATLAS- FILE # PAGE 12-019-04 286B -Book Type-Book/Page OR-59501 50 LOCALE---t------ZONING- 4728 I UC(C) ----RESPONSIBLE DEPARTMENT- P WORKS OWNER OF RECORD CLEARWATER, CITY OF POBOX 4748 CLEARWATER, FL ( LESSEE OWNER FUND 435 - PARKING SYSTEM OPERATING RESTRICTIONS/REVERTERS DISPOSITION SELLER DARWIN S. & MAXINE S. FRANK -COMMENTS POLICY OF TITLE INSURANCE - $165,000 -LEGAL GOULD & EWING'S 2ND ADD BLK 20, LOT 9 End of Report - 04/25195 16 29 15 32292 020 0080.00 Ie D. 0055 55.1 PARKING L~ #28 LOCATION 610 PARK ST """,",,~JUILDING SF -FUND SOURCE ACREAGE- 0.25 SUBDIVIS. GOULD & EWING JUST VALUE- LAND USE PLAN 7-23-93, CENTRAL BUSINESS DISTRICT ACQUIRE 011l0/85 DECL SURPLUS- USE -ACQ. ME THO PURCHASE -PURCH PRICE 165,000 -INSURED VAL o -APPRAISAL 45,000 CLERK ATLAS- FILE # PAGE 12-0l9-04 286B -Book Type-Book/Page OR-59501 50 LOCALE---f------ZONING- 4728 I UC(C) ----RESPONSIBLE DEPARTMENT- P WORKS OWNER OF RECORD CLEARWATER, CITY OF POBOX 4748 CLEARWATER, FL ( METERED PARKING LOT TRAFFIC ENGINEERING ASSESSED VAL- USER DEPT o APPRAISED- SURVEY 315185 SHIMP LESSEE OWNER FUND 435 - PARKING SYSTEM OPERATING RESTRICTIONS/REVERTERS DISPOSITION SELLER DARWIN S. & MAXINE S. FRANK -COMMENTS NO IMPROVEMENTS. POLICY OF TITLE INSURANCE - $l65,OOO.OO -LEGAL GOULD & EWING'S 2ND ADD BLK 20, LOT 8 End of Report . ,--- ~ _/ , 7125197 CORPORATE DETAIL RECORD SCREEN 9:48 AM NUM: A93000001209 ST:FL ACTIVElFL LP FLD: 11/19/1993 LAST: CONTRIBUTION CHANGE FLD: 01106/1994 ACT CONT: 8,100,000.00 FEI#: 59-3209703 NAME : ATRIUM AT CLEARWATER, LIMITED PRINCIPAL: ClO WALTER J. MACKEY, JR. ADDRESS 1601 FORUM PLACE, SUITE 805 WEST PALM BEACH, FL 33401 RA NAME : MACKEY, WALTER J JR. RA ADDR : 772 LAGOON DRIVE NORTH PALM BEACH, FL 33408 US ANN REP : (1995) I 10128/94 (1996) I 12/29195 (1997) I 12116/96 7125/97 GENERAL PARTNER DETAIL SCREEN 9:48 AM CORP NUMBER: A93000001209 CORP NAME: ATRIUM AT CLEARWATER, LIMITED NAME: ATRIUM AT CLEARWATER, INCORPORATED DOC #: P93000080063 1601 FORUM PLACE, SUITE 805 WEST PALM BEACH, FL 33401 7125/97 EVENT DETAIL SCREEN 9:49 AM CORP NUMBER: A93000001209 CORP STATUS: ACTIVE FILED DATE: 11/19/1993 CORP NAME: ATRIUM AT CLEARWATER, LIMITED EVENT TYPE FILED EFFECTIVE DATE DATE DESCRIPTION CONTRIBUTION CHANGE 01/06/1994 I ~~ ~~ ~~ :ot~ ~~ ," :ct,~ ~ ~. .~;l'!il'....,. A~~ ",:!!::~ ~~ .~~~::~ ,~:~ :if'~~.'t. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (10-17-92) (WITH FLORIDA MODIFICATIONS) 209601814-A CHICAGO TITLE INSURANCE COMPANY SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE INSURANCE COMPANY, a Missouri corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount ofInsurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2, Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. In Witness Whereof, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as of the Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory. .. ,.~,. ''? ~ ". ALTA Owner's Policy (10-17-92) (WITH FWRIDA MODIFICATIONS) CHICAGO TITLE INSURANCE COMPANY By: ~--/ ~/~~ By: ~~!~ .:t'~ ~ ~--~ !::'~ ~%, ! ---- :;.f,~.. $_ .).;. ~ ;:::1 ;!, ~.~. ~..\ If~1 "?f ~. I:;;, .~:- . I: [! .:-r. A ~f ,'*' ;"ii ~ ~. I -;~ ,~ ;f. I I CHICAGO TITLE INSURANCE COMPANY SCHEDULE A Agent's File No.: 7801-08 Policy No. 209601814-A Issued pursuant to Commitment No. TZB 0089 Date Issued: October 6, 1997 Amount of Insurance: $500,000.00 Date Effective: July 16, 1997 G 11:00 a.m. 1. Name of Insured: ATRIUM AT CLEARWATER, LTD., a Florida limited partnership 2. The estate or interest in the land described or referred to by this Policy is an estate or interest designated as follows: Fee Simple 3. Title to the estate or interest referred to herein is at the Effective Date of this Policy vested in the Insured. 4. The land referred to in this Policy is in the State of Florida, County of Pinellas, and is described as follows: See Schedule "A" attached hereto and incorporated herein. Issued by: CHICAGO TITLE INSURANCE COMPANY By '. Lu Whitsitt Signatory I I Schedule "A" LEGAL DESCRIPTION Parcel I: Lots 8 and 9, Block 20, GOULD AND EWING'S FIRST AND SECOND ADDITION TO CLEARWATER HARBOR, less and except the North 6 feet of Lots 8 and 9, as conveyed to City of Clearwater as recorded in Deed Book 194, Page 471, for alley, and less road right-of-way, according to the plat thereof, recorded in Plat Book 1, Page 52, Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a part. Parcel II: Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1 and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and Plat Book 3, Page 43 of the Public Records of Pinellas County, Florida, being more particularly described as follows: From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W, along the South face of the four level concrete parking garage and its Westerly extension thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way; thence N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park Street; thence 889045'53"E, along said South right-of-way, 190.93 feet to the POINT OF BEGINNING. Containing 44,157 square feet, or 1.014 acres, MORE OR LESS. Together with all the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed given by Community Redevelopment Agency of the City of Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 174, Public Records of Pinellas County, Florida, and the air rights previously granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City of Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R. Book 8515, Page 168, Public Records of Pinellas County, Florida. #106885.1 I I cmCAGO TITLE INSURANCE COMPANY SCHEDULE B Agent's File No.: 7801-08 Policy No. 20960] 8] 4-A This policy does not insure against loss or damage by reason of the following exceptions: 1. Rights or claims of parties in possession not shown by the Public Records. 2. Easements, or claims of easements, not shown by the Public Records. 3. Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate surveyor inspection of the premises. 4. Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law, and not shown by the Public Records. 5. Any adverse claim to any portion of said land which has been created by artificial means or has accreted to any such portion so created and riparian rights, if any. 6. Taxes or special assessments which are not shown as existing liens by the Public Records. . *NOTE: Standard exceptions 1 through 6, inclusive, are hereby deleted. 7. The lien of the Taxes for the year 1997, which are not yet due and payable. Parcel No. 16129/15/32292/02010080. 1996 Taxes: Tax Exempt. Taxing District: CWD-Clearwater. Total Assessed Value: $45,000.00. 8. The lien of the Taxes for the year 1997, which are not yet due and payable. Parcel No. 16/29/15/32292/020/0090. 1996 Taxes: Tax Exempt. Taxing District: CWD-Clearwater. Total Assessed Value: $44,900.00. 9. The lien of the Taxes for the year 1997, which are not yet due and payable. Parcel No. 15/29/15/54450/006/0010. 1996 Taxes: Tax Exempt. Taxing District: CWD-Clearwater. Total Assessed Value: $1,409,400.00. 10. Personal Property Taxes: None Found. 11. Mortgage Spreader from ATRIUM AT CLEARWATER, LIMITED, a Florida limited partnership, in favor of PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, dated July 31, 1997, and recorded July 31, 1997, in O.R. Book 9792, Page 1630, of the Public Records of Pinellas County, Florida. 12. Rights of Florida Power Corporation pursuant to instrument recorded in OR Book 6064, Page 447, Public Records of Pinellas County, Florida. (As to Parcel 11). 13. The tenns and conditions of the Development Agreement recorded in OR Book 5868, Page 1530, and amendment in OR Book 5868, Page 1543, and Assignment and Assumption thereof as recorded in OR Book 6664, Page 823, and Consent to t I cmCAGO TITLE INSURANCE COMPANY Assignment and Assumption of Municipal Agreements recorded in OR Book 6809, Page 250 and OR Book 7371, Page 506, O.R. Book 8515, Page 257, Public Records of Pinellas County, Florida. (As to Parcel 11). 14. Rights of parties now in possession under any unrecorded leases. (As to Parcel 11). 15. Terms and provisions of all agreements and franchises pertaining to the cost, installation, operation, and maintenance of gas, water and/or sewer facilities. (As to Parcel 11). 16. Special Warranty Deed as recorded in O.R. Book 8515, Page 174, Public Records of Pinellas County, Florida. (As to Parcel II). 17. With respect to the property encumbered by the mortgage recorded in O.R. Book 9531, Page 292, the following notices of commencement will be shown as subordinate to the lien of the mortgage as modified: a. Notice of Commencement recorded April 9, 1997, in O.R. Book 9667, Page 840, Public Records of Pinellas County, Florida. b. Notice of Commencement recorded June 5, 1997, in O.R. Book 9730, Page 1597, Public Records of Pinellas County, Florida. 18. Encroachments as to Parcel I as shown on the survey prepared by E.T. Caudell Associates, Inc. dated July 25, 1997, to wit: a. Florida Power Manhole and Electric Panel on the West side of Lot 8. b. Possible unrecorded easement as evidenced by 12" R.C.P. running below the property. 19. Encroachments as to Parcel II as shown on the survey prepared by George F. Young, Inc. dated July 23, 1997, to wit: a. Asphalt on west side of Parcel A in the vacated Railroad Right-of-Way. b. Grate inlet on the south side of Parcel A in the vacated Railroad Right-of- Way. #112066.01