COMMUNITY REDEVELOPMENT AGENCY & WALTER T KRUMM VENTURES INC
CITY OF CLEARWATER
Interdepartmental Correspondence Sheet
TO: Cynthia E. Goudeau, City Clerk
FROM: Janis M. Przywara, Senior Legal Staff Assistant vJ~
RE: Sale of Sun Bank Building to Atrium at Clearwater, Ltd.
DATE: February 1, 1994
Enclosed are the closing documents regarding the above transaction:
Sale-Purchase Agreement
Closing package from Richards, Gilkey:
Special Warranty Deed (CRA to Atrium)
Easement for Crosswalk (City, CRA and Atrium)
Easement Agreement (CRA and Atrium 3d and 4th floor Park St. Garage)
Easement Agreement (City and CRA - police department property)
Option to Purchase (CRA and Atrium)
Amendment to Maintenance and Operation Agreement (City, eRA and Atrium)
Special Warranty Deed (City to Atrium)
Blanket Conveyance, Bill of Sale and Assignment
Assignment and Assumption of Leases, Tenancies and Security Deposits (City
to Atrium)
Assignment of Rights under Escrow Agreement for Repair of Walkway Canopy
(City to Atrium)
Assignment and Assumption of Licenses and Contracts (City to Atrium)
Second Amendment to Development Agreement (City, CRA and Atrium)
Right of First Refusal (police department property - City and Atrium)
Other closing documents:
Seller1s Closing Statement
Affidavit of No Liens
Seller's Affidavit
Incumbency Certificate (City)
State DR219 transfer forms (City)
Transferor's Certification (City)
Incumbency Certificate (CRA)
State DR219 transfer forms (CRA)
Transferor's Certification (CRA)
Copies of:
Resolution 93-68 of City authorizing sale
Resolution 93-4 of CRA authorizing sale
Resolution 93-5 of CRA providing for defeasance/redemption of CRA tax
increment a d lease revenue bonds, Series 1986
Enclosures
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Oct. 18 '93 16:14
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gvr:rOH TO puRCHASE
This AlJreement made this _ day of 19_, by and between
coHMtJHITY REDEVELOPMENT AGENCY OF THE CITY Oll' cLEARlfATElt. FIDRIDA,
("CRA"), whose addresS is
and WAIlRR T. pUJOl VENTURES DfCORPORATSD and/or ATlUUM A.T
CLEARWATER LDlITBD, a J'loricSa li.lted partnership, ("Buyer"), whose
address is 9585 Bethel Road, colu~uS, Ohio, 43220.
WIT N E SSE T H:
WHEREAS, eRA is the owner of the real property described in
Exhibit "A"I and
WHEREAS, Buyer has acquired or will acquire the property
described in Exhibit "B"I and
WHEREAS, Buyer wishes to secure an option to purchase the
property described in Exhibit "A" on the terms and conditions
hereinafter Bet forth.
NOW, THEREFORE, in consideration of the promises, covenants,
and conditions hereinafter set forth the parties agree as follows:
1. The recitals contained herein are true and correct and
made a part hereof.
2. simultaneouslY herewith Buyer shall pay to eRA the sum of
$50,000.00 as consideration for this option. This sum shall be
non-refundable and in the event Buyer exercises this option and
closes this transaction in accordance with this Agreement the
option money paid pursuant hereto shall be credited against the
purchase price hereinafter set forth.
3. This option shall expire on November 30, 1995, at 12:00
P.M.
4. In the event auyer intends to exercise this option, Buyer
shall serve written notice on eRA hy certified mail return receipt
requested within the time set forth in paragraph 3 hereof. within
90 days of the exercise of this option but in no event later than
February 28, 1996, auyer shall close on the property described in
Exhibit "A" in accordance ~ith the terms hereof.
5. The total purchase price for the property described 1n
Exhibit "A" will be the current appraised value of the property
1
fXHIBIT -r
...
(Fonn of Exhibit has been approved by Buyer)
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determined by an appraiser from the list attached as Exhibit "C".
The appraisal shall be dated and be effective no _ore than 6 months
prior to the clos1ng.
6. The appraiser appraising the property described in
EXhibit itA" shall us. the following formula in determining the
value: the land under the footprint where the garage is located and
the improvements thereon shall be valued by the appraiser. The
purchase price shall be determined bY prorating the appraised value
of the land and improvement on the footprint based on the total
number of spaces being acquired by Buyer cOlllpared to the total
number of spaces in the garage. The parties acknowledge that the
total number of parkinq spaces in the garage is 407. Buyer
presentlY owns or will own at closing of the property described in
Exhibit ">>" 211 spaces within the garage. Buyer shall pay 48.16t
of the appraised value of the garage and land under the garage to
the city as the purchase price for the parking spaces owned by eRA
within the qarage and land located on or under the footprint of the
garage on the property described in Exhibit "A" to be acquired by
Buyer.
The value of that portion of the property east and south of
the garage and illlproved by parking spaces and driveways or portions
thereof to the eastern and southern boundaries of the property
described in Exhibit "A" shall pe determined separately and added
to the 'Value of the parking garage hereinbefore set forth to
determine the total purchase price under this option.
7. If the Buyer exeroises this option and acquires the
property described in Exhibit "A" and the city of Clearwater has
not relocated its police station located at 644 Pearoe street,
Clearwater, from its present loc~tion, then and in that event,
Buyer shall upon the closing of the property described in Exhibit
"A" grant to the city of Clearwater an unencumbered easement for
access, maintenance and use of those parking spaces described in
Exhibit "0". said easement shall be for a term of Two (2) years
from the closing of the purchase of the property described in
Exhibit "A" or until the city of Clearwater relocates its police
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station from its present location at 644 Pearce street, whichever
shall first oocur.
8. In the event Buyer exercises this option CRA shall convey
title to Buyer by special Warranty Deed, free and clear of all
liene and encumbrances except easements and restrictions of record
and taxes for the year of closing.
CRA shall furnish title insurance insuring title in the amount
of the purchase price. The cost of the title insurance, appraisal
fees, recording the deed and dOcWllentary stampS on the deed,
intangible tax, documentary stampS and recording of the note and
mortgage shall be paid by the Buyer.
9. In the event Buyer exercises this option, Buyer shall pay
20' of the purohase prioe at closing. Buyer shall be given credit
for the $50,000 option money paid pursuant hereto against the 20'
due at closing. The balance of the purchase price shall be paid in
the form of a first purchase money note and mortgage to be executed
by the Buyer wbich closes on tbe garage and the property described
in Exhibit liB". The note shall be amortized over 20 years and
shall balloon in 5 years. Interest shall accrue at the federal
rate charged for mid-term debt as determined by the Internal
Revenue service for the month the closing occurs. Payments shall
be paid semi-annuallY commencing with the 7th month following
closing.
Provided tbe Buyer of the garage is the owner of the
property described in Exhibit "B" then the Note shall be non-
recourse.
The torm of tbe note and mortgage shall contain those terms
and provisions generally found in commercial real estate notes and
mortgages utilized b~ commercial lending institutions in pinellas
County, Florida.
10. In the event Buyer does not exercise this option within
the time period set forth in Paragraph 3 hereof or in the event
Buyer exercises this option and fails to close on the terms and
conditions hereof all Buyers's rights hereunder shall cease and
terlllinate and shall be of no further force and effect.
11. All payments bereunder except tbe note and mortgage
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payments shall be in cash, wire tranefer or certified funds.
12. The property described in EXhibit "A" shall be purchased
in an lias is" condition. Buyer acknowledges that it has not relied
on any repr.sentation, express or implied tram eRA in connection
~ith the property or the improvements thereon; provided ho~ever,
CRA does represent that it has the power and authority to enter
into this Agreement and consummate the transaction contemplated
hereby.
13. Upon the closing in the event Buyer exercises this
option, real estate taxes and assessments shall be prorated as of
the date of closing.
14. All notices shall be given by certified mail return
receipt requested directed to the parties at the addresses Elet
forth belo~;
As to CRA:
P.O. Box 4748
Clearwater, Florida 34618-4748
As to Buyer:
Attention: walter J. Mackey, Jr., Esq.
1601 Forum Place, suite 805
West Palm Beaoh, Florida 33401
and
921 Chatham Lane, suite 110
Columbus, Ohio 43221
15. This Agreement is not assignable by the Buyer any
attempted assignment without the prior written consent of the CRA
shall be null and void; provided however, Buyer shall have the
right to assign this Agreement to entity wherein Buyer or walter T.
~rumm is a principal provided such entity ~ay not claim tax-exempt
status for the property being aoquired.
16. This Agreement is binding on the parties, their
successors and assigns.
In ~itness whereof the parties have executed this option
Aqreement this ____ day of
, 19_.
cOMMUNITY REDEVELOPMENT AGENCY
OF THE cITY OF CLEARWATER,
FLORIDA
BY:
Arthur X. Deegan, II
Chairperson
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Oct. 18 '93 16:17
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BY:
Peter Gona
Executive Director
BY:
Jacquelyn DeGray
Secretary
ATRIUN: AT CLEAltWATER, LTD.,
BY: AtriWll at Clearwater, Jnc.,
General Partner
BY:
NAME:
president
WALTER KRUMM
INCORPORATED
VENTURES
BYI
NAME I
TITLE:
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, ARTHUR X.
DEEGAN, II, PETER GOZZA and JACQUELYN DEGROY, as Chairperson,
Executive Director and secretary, respectivelY, of community
Redevelopment Agency of the city of Clearwater, Florida, who are
personally known to me or who have produced
as identification, and they are the persons described in and who
executed the foregoing option to purchase and they acknowledged
then and there before me that he executed the same as such office
on behalf of said co~unity Redevelopment Agency of the city of
Clearwater for the purposes therein expressed 1 and that the said
option to purchase is the act and deed of said community
RedevelopIllent AgencY of the city of Clearwater.
WITNESS IllY hand and official seal this ____ day of
, 1993.
Name:
Notary PUblic
c01\llllission No.
My commission Expires:
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day personallY appeared before
me, an officer duly authorized to take ac~nowledgements,
, as general partner of Atrium at
Clearwater, Ltd., who is personallY known to me or who has produced
as identification, and he is the
person described in and who executed the foregoing option to
purchase, and he acknowledged then and there before me that he
executed the sallie as such general partner on benalf of said
partnership for the purposes therein express; and that said option
to purchase is the act and deed of said partnership.
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Oct. 18 '93 16:18
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WI~ESS my hand and official .eal this ____ day of
, ~993.
Name:
Notary Public
copission No.
My commission Expires:
STATE OF
cOUNTY 01"
I HEREBY CERTIFY that on this day personally appeared before
me, an officer dulY authorized to ta~e acknowledgements,
as
of WALTER KRUMM VENTURES INCORPORATED, a Florida corporation, who
is personally known to me or who has produced
___ as identification, and he is the person described in and who
executed the foregoing option to purchase and he acknOWledged then
and there before me that he executed the same as such office on
behalf of said corporation for the purposes therein expressed; and
that the said option to Purchne is the act and deed of said
corporation.
WITNESS my hand and official seal this ____ day of
, 1993.
Name:
Notary Public
cOmlllission No.
My commission Expires:
EGP:rm
\clear\atrium\opt.pur
6
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Oct. 18 '93 16:18
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BI9BT OF FIRST REPUSAL
This Agreement made this _ day of ' 1.9_,
by and between CITY OF CLBARWATBR, fLORIDA, (hereinafter referred
to as "City"), whose address is
and wAIJrER l(RtJMM VENTURES INCORPORATED and/or ATRIUM AT CLEARWATER,
~D., a F1.orida limited partnership, (hereinafter referred to as
"Buyer"), whose address is 9585 Bethel Road, ColumbUS, Ohio, 43220.
WHEREAS, city is the owner of that certain property described
in Exhibit "A"I and
WHEREAS, Buyer has or will have purchased the property
described in Exhibit "B" and city has agreed to grant Buyer a right
of first refusal to purchase the property described in txhibit "A"
on the teras and conditions hereof; and
WHEREAS, the parties wish to formali~. their aqreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of $lO.OO and other good and
valuable consideration the parties agree as tollows:
l. The reoitals contained herein are true and correct and
made a part hereof.
2. city hereby grants to Buyer the right to purchase the
property desoribed in Exhibit "A" on the sam8 termS and conditions
that city is willing to accept from a bona fide third party
purchaser.
3. Buyer understands and agrees that the property described
in Exhibit II A" is subject to city's Charter requirements that
mandate that it be deolared surplus and must be sold to the party
submitting the highest competitive bid at or above the appraised
value as determined by an appraisal from one of the appraiser
listed on Exhibit "C".
4. In the event the property described in Exhibit "A" has
been declared surpluS and city has advertized said property for
sale and has received a competitive third party bid at or above the
appraised value of the property" city ahall furnish Buyer with a
copy of said bid and offer and Buyer shall have 1.0 days after
1
"~^llmIT :zI:..-"-.I.
(Fonn of Exhibit has been approved by Buyer)
Oct. 18 '93 16:19
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receipt of said offer to elect to match or exceed said l:Iid and
offer and exercise this right of first refusal. In the eyent Buyer
so exercises this right of first refusal it shall ..rve written
notice on city and shall proceed on the same terms and conditions
as the third party bidder to olose the purchase of the property
within 90 days of the notice. In the eyent Buyer fails to close
after Buyer has notified city of its election to proceed under this
right of first refusal, then this right shall terminate. In the
event Buyer fails to exercise this option and city closes with the
third party bidder this right of first refusal shall terminate.
S. At such time as city ceases to use the property d.scribed
in Exhibit "A" as a police station or for any other public purpose
Buyer shall have the right to request that the city declare said
property surplus and that it be disposed of in accordance with the
termS of the City Charter in accordance with the price established
by an appraiser from the list attached as Exhil:lit "C".
6. Notwi thstanding anything contained herein to the
contrary, Buyers rights hereunder shall cease and terminate upon
Buyerls sale of the property described in Exhibit "B" or upon the
sale, transfer or conveyance of the general partner's interest in
the Buyer, to an entity which is other than Walter T. Krumm
ventures Incorporated, or its related entity, whichever shall first
occur.
7. In the event it becomes necessary to enforce this
Agreement by legal proceeding the prevailing party in any such
proceeding shall be entitled to recover all costs and expenses
including a reasonable attorney's fee.
8. Buyer shall have no right to assign its ri9hts hereunder
without the prior written consent; of city except to the general
partner of Buyer or except to an entity wherein Buyer or Walter T.
Krumm is a principal which entity ahall not be an entity Which may
claim tax-exempt status for the property described in Exhibit "A".
9. The Buyer shall be obligated for all costs and expenses,
including the cost of any appraisalS required by this Agreement,
documentary stamps, title insurance and recording costs.
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Oct. 18 '93 16:20
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10. city represents and warrants that it has full power and
authority to enter into this Agreement and consummate any
transaction arising herefrom.
11. The property described in Exhibit "A" is subject to those
easellent rights to be granted to Buyer and retained by city
pursuant to that certain AddendWll to Sale and purchase Agreement by
and between city and Buyer dated,
, 1993, a copy
of which is on file with the city Attorney for the City.
12. This Agreement is binding on and shall insure to the
benefit of the parties hereto, their successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement
this _____ day of
, 19_.
countersigned:
CITY OF CLEARWATER, FLORIDA
BY:
Michael J. wright
City Manager
Rt ta Garvey
Mayor-Commissioner
Approved as to fOrJII and
correctness:
Attest:
Cynthia E. GoudeaU
city Clerk
M.A. Galbraith, Jr.
City Attorney
ATRIUM AT CLEARWATER, L'l'D., a
Florida limited partnership
BY: ATRIUM AT CLEARWATER, INC.,
General Partner
BY:
President
Attest:
Seoretary
WALTER KRUMM
INCORPORATED
VENTURES
BY:
NAME:
TITLE:
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, MICHAEL J.
WRIGHT, RITA GARVEY and CYNTHIA E. GOUDEAU, as city Manager, Mayor-
Commissioner and City ClerK, respectively of city of Clearwater, a
municipal corporation organized under the laws of Florida, who are
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Oct. 18 '93 16:21
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personally known to .. or who hAve produced
AS identification, and they ara the peraona dascriDed in and who
axecuted the foregoing Right of rirst Refuaal and they acknowledged
then and there ~efore me that they 8Kecuted the same 8S such office
on ~ehalf of BAid city of clearwat.er for the purposes therein
expressed 1 and that the ..id Right of First Refusal is the aot and
deed of .aid city of clearwater. ,
~TNBSS my hand and official ..al this ____ day of
, 1993.
Hamel
Notary Public
co_haion No.
MY commi..ion Expires:
S'1'ATlt OJ'
COUNTY 01"
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledge.enta, -
, as President of Atrium at Clearwater, Inc.,
as General partner of Atrium at Clearwater, Ltd., a Flori~a llmlteu
partnerShip, who is personally known to me or who haa produced --
as identifioation, and he iB the person
descrihed in and who executed the foregoing Right of Fir"t Refusal
and h- acknowledged then and there before me that he executed the
same as such office on behalf of said partnerShip for the purposes
therein expressed1 and that the 5&i4 Right of First Rerusal is the
act and d.ed of said partnerShip.
WI'1'NESS my hand and official seal this ____ day of
1993.
Name:
Notary public
cOllllllission No.
My Commi~8ion Expiresl
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to taxe acxnowledgements,
as
of WALTER KRUMM VENTURES INCORPORATED, a Florida oorporation, who
is personally known to me or who has produced
___ as identification, a~d he is the person described in and who
executed the foregoing Right of First Refusal and h. aoknowledgsd
then and there before ma that he executed the 8ame as such office
on behalt of sald corporation for the purposes therein expressedt
and that the said Ri9ht ot First Refusal is the act and deed ot
said cDrpDration. '
WITNESS my hand and official seal this ____ day of
, 1993.
Name:
Notary Public
cOllmission No.
My Commission Expiresl__
BOP: rill
\cl.ar\atriu_\first.ref
4
SCHEDULE 1
AMIL
~.9NTRACTS DESCRIPTION EXPIRATION F'REO
Bell Atlantic(TSI, Florida) Phone system( 4th floor) 417/95 830.01lmo.
Charles Driggers Interior landscape 2/4/94 460.00/mo.
City of Clearwater Parking garage through term 50% all
of ownership maint. expo
on garage
Datamatlc Copier rental 30 day notice 24S.28/mo.
Delta Business Equip. Copier maintenance 30 day notice 37.43/mo.
plus overages
Dial Page Pager 30 day notice 21.07/mo.
Fact Protective Service Security monitoring 30 day notice 132.50/mo.
Faison Association Management fee 10/18/93 4'" gross revenue
Broker fee , 10/18/93 4 '" new tenants
Faison Association
2 % existing/renewal
General Furniture Leasing Furniture rental 30 day notice 237.26/mo.
Miami Elevator Elevator maintenance 12/26/95 1.488.96/mo.
Newstar Janitorial, service 30 day notice 6,980.83/mo.
Pinellas Landscaping Exterior landscaping 30 day notice 250.00/mo.
Pitney Bowes Postage meter/scale 90 day notice 104. 95/qtrly.
RzJ Chemical Water treatment
cooling tower 30 day notice 165.00/mo.
Rentokill Interior pest control 30 day notice 148.40/mo.
Securex Guard service 30 day notice 2,030. 12/mo.
Security Engineering Fire alarm testing 30 day notice 1 380.00/yrly.
Select Pest Control Exterior Pest Control 30 day notice 9O.00/qtrly.
Tampa Bay Trane HV AC equip. inspection 417194 300.00/mo.
SCHEDULE 2
PENDING ACTIONS
There are no pending actions, suits, proceedings or investigations to which
Seller is a party or otherwise affecting the Premises before any court,
Governmental Authority or otherwise with respect to the Premises, and to Seller's
knowledge, Seller has received no written notice from any Governmental Authority
of any pending or threatened condemnation of the Premises or zoning, building,
fire or health code violations or violations of other governmental requirements
or regulations with respect to the Premises, nor to Seller's knowledge has Seller
received any written notices from insurers of defects in the Premises which have
not been corrected (co 11 ect i ve 1 y, II Act ions ") .
When the Seller purchased the Property from its predecessor in title, two issues
were raised by counsel for an individual who has since become a member of the
Seller's elected governing body. The issues related to the application of
Florida statutes pertaining to purchases of property by local government and open
meetings. Recently, upon request of the Seller's governing body, the Florida
Attorney General rendered an opinion letter (copy attached) relating to both
issues.
-
OFFICE OF THE ATTORNEY GENERAL
DEPARTMENT OF LEGAL AFFAIRS
THE CAPITOL
"
"",1
TALLAHASSEE, FLORIDA 32399-1050
ROBERT A. BUTTERWORTH
Attorney General
State of Florida
".'"
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t',:."
.-,' .'
\..,-,.;..' -.-,
October 21, 1993
The Honorable Rita Garvey
Mayor, City of Clearwater
Post Office Box 4748
Clearwater, Florida 34618-4748
Dear Mayor Garvey:
Thank you for your letter requesting my opinion on the legality
of certain actions of the city commission and other officials in
a recent purchase of real property on behalf of the City of
Clearwater. This office, like the courts, must presume the
validity of official actions which have been tafen in the past by
the city until judicially determined otherwise.
From your letter, I understand that you have questions in two
areas of the law: the applicability of the Government-in-the
Sunshine Law to certain actions of city officials involved in the
purchase of real property for the city and the applicability of
s. 166.045, F.S., to the negotiations regarding this property. I
will offer the following informal comments in an effort to guide
future actions by the city commission and other city officials.
A line of Florida cases has expressed the position of the courts
that governmental entities may not carry out decision-making
functions putside the Sunshine Law by delegating such authority.2
when public officials delegate de facto authority to act on their
behalf in the formulation, preparation, and promulgation of plans
on which foreseeable action will be taken by those public
officials, those delegated that authority stand in the shoes of
such public officials insofar as the applica1ion of the
Government-in-the Sunshine Law is concerned.
Thus, in AGO 90-17 this office concluded that a person or
committee who has been delegated the authority to reject certain
options from further consideration by the entire public body
performs a decision-making function which must be conducted at a
public meet~ng. However, in cases where the activities of the
individual are limited to fact-finding or information gathering,
AN MTIIlMA liVE ACT IOwrOUAI OI'POIlTUNITY fMPI OYER
The Honorable Rita Garvey
Page Two
the courts have determined that a board or commission subject to
the Government-in-the-Sunshine Law does no~ exist and compliance
with the terms of the law is not required.
You also ask whether s. 166.045, F.S., applies to the City of
Clearwater. Section 166.045, F.S., relates to the proposed
purchase of real property by municipalities and provides a
limited exemption from the requirements of the Public Records Law
for municipalities relying on this statute. Apparently,
Clearwater has no charter provision or ordinance which would
govern such proceedings and did not rely on t~e exemption
contained in s. 166.045, F.S., in the recent real property
purchase with which you are concerned.
In AGO 90-53 this office was specifically asked whether the
procedures in s. 166.045(1)(a) and (b), F.S., are mandatory if a
municipality has no charter or ordinance provisions setting forth
its own procedures for the acquisition of real property,
regardless of whether the municipality seeks to utilize the
limited exemption from Ch.. 119, F.S., which is contained therein.
After an examination of the legislative history surrounding the
enactment of amendments to this section in 1988, it was concluded
that the Legislature intended to authorize the utilization of an
alternate procedure by municipalities which had charter
provisions or ordinances in place which did not conflict with Ch.
119, F.S.
However, as the opinion concludes, a municipality which does not
have a procedure for the purchase of real property in its charter
or ordinance would not appear to satisfy the second component of
s. 166.045(1)(c), F.S. Thus, the opinion states that "a
municipality which does not have any charter or ordinance setting
forth the procedure for the acquisition of real property would be
required to comply with the provisions of s. 166.045, F.S."
In the absence of any amendments to s. 166.045, F.S., or any
contrary caselaw, this office continues to be of the opinion that
municipalities which do not presently have charter provisions or
ordinances in place establishing a procedure for the purchase of
real property are bound by the requirements of s. 166.~45, F.S.
However, Attorney General Opinions are merely advisory and are
not legally binding although they are afforded great weight by
6
the courts.
- .
The Honorable Rita Garvey
Page Three
I trust these informal comments will be of assistance to you and
will provide guidance to the city and its officials in the
future.
Sincerely, .
&e~'7 PH?n_~b
Gerry Hammond
Assistant Attorney General
GH/tlt
Enclosed:
Attorney General Opinion's 90-53, 90-17, and 84-54.
Statement'of policy
cc. Michael S. Hooker
Law Offices of Glenn ,Rasmussen & Fogarty
P.O. Box 3333
Tampa, FL 33601-3333
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1 See, AGO's 78-64 and 77-99, land Department of Legal Affairs
Statement of Policy Concerning Attorney General Opinions (copy
enclosed). Cf., State ex rel. Watson v. Caldwell, 23 So.2d 855
(1945); Adams Packing Association, Inc. v. Florida Department of
Citrus, 352 So.2d 569 (2 D.C.A. Fla., 1977); Department of
Revenue v. Young American Builders, 330 So.2d 864 (1 D.C.A. Fla.,
1976) .
2 See, News-Press publishing Co., Inc. v. Carlson, 410 So.2d 546
(2 D.C.A. Fla., 1982).
3
Id., at 547-548. And see, IDS properties, Inc. v. Town of Palm
Beach, 279 So.2d 353 (4 D.C.A. Fla., 1973).
4 See, Cape publications, Inc. v. City of Palm Bay, 473 So.2d 222
(5 D.C.A. Fla., 1985).
5 See, Department of Legal Affairs Statement of policy Concerning
Attorney General Opinions (copy enclosed).
6 See, e.g., Beverl~ v. Division of Beverage of Department of
Business Regulation,-282 So.2d 657 (1 D.C.A. Fla., 1973).
The Honorable Rita Garvey
Page Four
RE: MUNICIPALITIES--REAL PROPERTY--SUNSHINE LAW--RECORDS--
procedure for purchase of real property by municipality;
exemption from Sunshine Law of meeting to close on real property.
55. 166.045 and 286.011, F.S.
ANNUAL REI
90-53
ANNUAL REPORT OF THE A'ITORNEY GENERAL
SUMMARY:
imposed pursuant to this chapter.l1 It is the rule that a legislative
direction as to how a thing shall be done is, in effect, a prohibition against
its being done in any other way.12 Thus, by providing for the imposition
of a penalty for delinquent payments of special assessments, the Legisla-
ture has prohibited the use of any other method to assure prompt payment
and to compensate for possible injuries suffered by a delay in payment.
Therefore, it is my opinion that the City of Kissimmee may not forgive
or waive the penalty imposed by s. 170.09, F.S., on delinquent special
assessment payments but otherwise utiliz.e the method offunding public
improvements set forth in Ch. 170, F.S.
1. Section 166
offerS or counte
is utilizing th'
properlY,
2. When the r,
a municipality
required to ob
166.045(1)(b), I
tained in s. 16E
j';
~
'1(.
'"
.'
II'
i
,'<1
'1\
to
:1:,
'.;.
il,
~'
3. A munici'
ordinance pre
acquisition of
with the prov
AGO 90-S3-July 13, 1990
MUNICrp ALITIES-PUBLlC RECORDS-
REAL PROPERTY
PROCEDURES FOR ACQUISITION OF REAL PROPERTY BY
PURCHASE BY MUNICIPALITY
To: Mr. Alan B. Koslow, Acting City Attorney, City of Hollywood
AS TO QUESTION
Section 166.045(
In any case in I
this section, Sf
municipal pUl
be in writing.
Thus, s. 166.04!
tefciffers be in WT
this section to acql
to those instance
pursuant to the 'f
QUESTIONS:
1. Does s. 166.045(1)(a), F.S., require that every ap-
praisal, offer, and counteroffer regarding the purchase of
real property by a municipality be ~n writing?
2. Where the purchase price of the real property to be
acquired is in elo':CeS6 of $500,000, is the municipality re-
quired to obtain two appraisals in accordance with s.
166.045(1 )(b)1
AS TO QUESTI<
Section 166.0'
If the exemp
ing body sh
is a membe1
for each pUT
purchase ir
shall obtair
of appraisa
The apprais
apply when a'
dator)' disclos'
(1)(a) of s. 166
offers are not
contract is eX
before a cont!
the governi n~
3. Are the procedures in s. 166.045(1)(a) and (b), F.S.,
mandatory ifthe municipality has no chart.er or ordinance
procedures setting forth its own procedures for t.he acqui-
sition of real property, regardless of whether the munici-
palily 6eeks to utilize the limited exemption from Ch. 119,
F.S., contained therein?
I
\
\
I
i
\
1\
See, Druf)' \'. Hurdin!;, -1131 So,2d 10-1 (Fla. 198-1 )(lhc word 'shull' is norrnl1lly Wlcd in u sL..luLc
1.0 connole mandal.or)' rcqui",mcnll, Cr. SlnlA.', Dcpl1rtmcnl or !u,vcnuc v. Zuckcnnan.Vcmon
Corpomlion, 35-1 So.2d 353, 3~)7lnu, 1977)con6lruinl: lhe provisions ors. 20 1. 170t), F.S.. which
\mpOBC' n aocumcntary tolUfnp penulty, 8to1 mnndnloT)'.
12
Alsop v. 1'1l'rCl'. 1\'1 So'2u 7~9. HO;;.HOO(~'", 19-1-1); Dobb. v, Sent.1e Holcl, 56 Sn,2d ;\-11.;\-12
(na,IY52j,
l(~
ve
st
f
I
J
I
ANNUAL REPORT OF THE ATTORNEY GENERAL
90-53
sUMMARY:
>n
8-
'1t
1. Section 166.045(1)(a), F.S., requires that appraisals,
offers or counteroffers be in writing when a municipality
is utilizing the provisions of this section to acquire
property.
'e
J.l
2. When the real property to be acquired by purchase by
a municipality is in excess of $500,000, the municipality is
required t.o obtain two appraisals in accordance wit.h s.,
166.045(l)(b), F.S., if it. seeks t.o utilize the exempt.ion con-
tained in s. 166.04G, F.S. .
IC
3. A municipality which does not have any charter or
ordinance provision setting forth the procedures for the
Dcquisition of real property would be required to comply
wit.h the provisions of s. 166.045, F.S.
AS TO QUESTION 1:
Section 166.045(1)(a), F.S., provides in pertinent part:
In allY case in which.a municipality, pursuant to the provisions of
this section, seeks to acquire by purchase any real property for a
municipal purpose, every appraisal, offer, or counteroffer must
be in writing.. .. (e.s.)
Thus, s. 166.045(1){a), F.S., requires that all appraisals, offers or coun-
teroffers be in writing when a municipality is utilizing the provisions of
this section to acquire property. The sw.tute by its own terms does not apply
to those instances in which the municipality is not purchasing property
pursuant to the provisions of s. 166.045, F.S.
AS TO QUESTION 2:
Section 166.045(1){b), F.S., provides:
If the exemptiolls provided ill this section are utilized, the govern-
ing body shall obtain at least one appraisal by an appraiser who
is a member of an appraisal organization listed in s. 253.025(7){b)
for each purchase in an amount of not more than $500,000. For each
purchase in an amount in excess of $500,000, the governing body
shall obtain at least two appraisals by appraisers who are members
of appraisal organizations listed in s. 253.025(7Xb). . . . (e.s.)
The appraisal requirements contained in s. 166.045(1){b), F.S., thus
apply when a municipality seeks to utilize the exemption from the man-
datory disclosure requirements contained in s. 166.045, F.S. Paragraph
(l)(a) of s. 166.045, F.S., states that written appraisals, offers or counter-
offers are not available for public inspection or disclosure until an option
contract is executed or, if no option contract is executed, until 30 days
hp.fore n contract or agreement for purchase is considered for approval by
the govcming body orthe municipality. If the contract or agreement is not
165
er the
etime
to be
ntwo
:It in
166,
lITers
of s.
., the
asto
of s.
rule
that
ality
)par-
'*
'~~~.~.
the
the
~rty
u.:h
by
ANNUAL REPORT OF THE AITORNEY GENERAL
procedure is authorized in the municipalities' charter or adopted by
ordinance." 3 (e.s.)
Clearly, if a municipality wishes to exempt the appraisals, offers and
counterolTers it receives relating to the purchase of real property from the
disclosure requirements ofCh. 119, F.S., it must comply with the require-
ments of s. 166.045, F.S. If a municipality does not wish to utilize the
exemption provisions of s. 166.045, F.S., the statute specifically recognizes
that the municipality may do so provided that such alternative procedure
is not in conflict with Ch. 119, F.S., and the procedure is authorized in its
charter or established by ordinance.
A municipality which does not hnve a procedure for the purchase ofrenl
property in its charter or ordinance would not appear to satisfy the second
criterion of s. 166.045(1)(c), F.S. Accordingly, I am of the opinion, until
legislatively or judicial]y determined otherwise, that a municipality which
does not have nny charter or ordinance setting fort~ the procedure for the
acquisition of real property would be required to comply with the provis-
ions ofs. 166.045, F.S.
AGO 90-54-JuIy 19, 1990
MUNICIP ALITIES-4:;ONTRACTS-PUBLIC EMPLOYMENT
CITY MAY ENTER INTO MULTI-YEAR EMPLOYMENT CONTRACT
WITH CITY MANAGER WITHOUT REFERENDUM APPROVAL IF
NO AD VALOREM TAX REVENUES ARE PLEDGED TO SECURE
THE CONTRACT
To: Mr. Wesley R. Poole, City Atto,lney, City of Fernandina Beach
QUESTION:
May the City of Fernandina Beach hire a city manager
under a multi-year employment contract which would
extend beyond the term oC the present city commission
SullT Analysi.. HIl 18:1. HOuse of It(,p''',,,'nlJJtive.. Commit~ on Governml'nud Opcrutiollll,
Junl' 14, HISS:
Th,. Lill c1urilic'6 thutthl' puLlic recorn" c'xl'mption. for the proposed pun:hllB(' of
n,.,1 prol'Crty Ly . . . municipuliliu; muy Le utilized al the option of the lOC>>.I
gO\'l'rnnu"nl.1f II locul bfOvcmmcnl ChOOS~8 nolla UtiC the public records exemption
currenlly uulhorized in the slJJtutcs. the local gooernment moy o,u,pt i/$ Own
procedure. {or rhe purr:ha~ 0{ real property prooickd that ouch proceduN!: U
authorized in the local gooernment. charter or e.tabli.hed by ordinance and prooided
thaI th.: procedure is not in conflict u.'irh the prooision.< o{ch4prer 119, /o:S. (e.s.)
Compare, St.afT Anulysi.. H 11183. Muy 4. 19:<ti, 6lJJting thutthe statute w.... amended.to c1unfy
thol the decision to Wle thl' public records exemption muy be made Ly a loatl government On U
CW;c-by,c;LSe La"i. und thut compliuncc with the other provisions Meach soction i. only rcqui",d
when lhe exemplion it; Ll"inJ.: wed.- .
167
90-54
RAL
ANNUAL REPORT OF THE ATTORNEY GENERAL
s that he
"tion has
formal assemblage of a public body at which voting Ul ratify an official
decision is canied out. Thus, the statute extends to discussions and
deliberations as well as to formal action taken by a public body.l Therefore,
the law is generally applicable to any gathering where two or more
members of a public board or commission discuss some matter on which
foreseeable action will be taken by the board or commission.
However, under certai n circumstances, this office has expressed the
view that the physical presence of two members ofa board or commission
is not always required in order for a violation of the Sunshine Law to
occur.2
,tiates in
. One but
maUy or
;It in the
formally
eet with
eh meet-
council
recision-
r, if the
Ir infor-
y on be-
certain
'r would
1eetings
In AGO 84-54 this office stated that meetings between representatives
ofa private cultural arts organization and a city commissioner appointed
by the city commission to meet with such representatives to propose a
referendum concerning the construction and funding of a cultural center
and performing arts theater for city commission consideration were sub-
ject to s. 286.011, F.S. This conclusion was based on a determination that
the city commission had delegated to the individual 'commissioner the
authority to prepare and propose the referendum with the assistance of
the private group. As that opinion makes clear,
a delegate or single member of a board or commission who is
authorized or directed or designated by such board to act for and
on behalf of, or exercise authority in the name of, the entire board,
stands in the place of the entire board and is thereby subject Ul
the provisio,ns ofs. 286.011, F.S.
Similarly, a line of Florida cases has expressed the position of the courts
that governmental entities may not carry out decision-making functions
outside the Sunshine Law by delegating such authority.
jons" under
otiations" is
:emlS which
, or rejection
Iken. In the
d nature.
;.Oll, F.S.,
See, Board ofPuhlic Instruction ofSrowurd County v. Dornn, 224 So.2d 693,699 (flu. 1969),
in which the Court recognized the right of the public W I>e present and heard during all phases
of enactments by public bourds; Kruuse v. neno, 366 So,2d 1244 (3 D.C.A. Fla., 1979). Ami see,
Times Publishing Compllny v. Williams, 222 So.2d 470, 473 (2 D.C.A. Fla., 1969), stating:
(I}t is the entire decuion.maJcinll process that the legislature inl.cnded W acrect by
the enactment onheslatutebeforc us.... Everysl.cp in the decision-making procesa,
including the decision itself, is a n"cC66Ury preliminary to fonnal action. It follows
thnt each such sl.cp consti tul.cs nn .officinl nct, - nn indispensable requisil.c to .fonnal
nction,' within the meaningorthe acl. (emphnsis in original)
2
See, e.g., AGO 74-84 (an individual member of the Board of Dentistry or a r:nember and the
board's execu1ive direcwr who conduct a quasi.judicial hearing or an investigatory Procecdinll'
On behnlf of the entire board are required to hold it in the sunshine); AGO 74-294 (a single
member ofn board or commiuion who has been delegulcd the authority to act on behalf of the
board or commiuion in matters such as the lcuse of Innd is subject w the Sunshine Law and,
therefore, cannot ncgotial.c for such a lcase in secrct); AGO 87.34 (an individual city council
member may meet prival.cly with an individual member orthe municipal planning and zoning
board W discuss a recommendation made by the board aa two or more members of either body
would not be present, provided thai no delegation ofdccision-making authority h.... been mude
W the city council member present and that such member is not acting as a liaison for the entire
councilor ony smaller group of the members thereof in such discuasions).
I
'e decision-
nerely to a
45
90-17
90-17
ANNUAL REPORT OF THE AITORNEY GENERAL
In News-Press Publishing Company, Inc. v. Carlson,3 the court consid-
ered whether the governing body of a public hospital had delegated its
responsibility to prepare a budget to an internal budget committee specif-
ically subjecting the committee to the provisions of the Sunshine Law. In
reaching the conclusion that such a delegation had taken place, the court
noted that the ad hoc committee was created for the preparation of the
proposed annual budget for the hospital. The budget requests of the
Vf'.r.ous hospital departments were submitted to the committee and, when
all of the requests were received by the committee and they had projected
their income, the matter was discussed at a budget committee meeting
and a proposed budget was created. The proposed budget was then
submitted to the finance committee of the hospital and was accepted with
very little discussion. Similarly, the board of directors of the hospital
approved the budget with very Ii ttle discussion. The court determined that
a violation of the Sunshine Law had taken place when the committee met
in private to prepare the proposed budget, and stated that:
When public officials delegate de facto authority to act on their
behalfin the formulation, preparation, and promulgation of plans
on which foreseeable action will be taken by those public officials,
those delegated that authority stand in the shoes of-such public
officials insofar as the application of the Government in the
Sunshine Law is concerned."
Thus, the delegation by a public body of its authority to act in the
formulation, preparation, and 'promulgation of plans or, in the instant
case, contracts, on which the entire body itself may foresee ably act, will
subject the person or persons to whom such authority is delegated to the
Sunshine Law.
In Wood v. Marston,5 The Supreme Court of Florida reversed a district
court holding that a faculty search committee charged with screening
applications for the position of dean at the University of Florida College
of Law was outside the scope of the statute where the committee's
recommendations were subject to a vote of the law faculty and to the
review and approval of the university president. While the Court admitted
that the search-and-screen committee had a "fact-gathering" role in solic-
iting and compiling applications, it recognized that the committee had a
decision-making function in screening the applicants. The committee
decided which of the applicants to reject from further consideration and
the Court determined that in performing this function the committee
accomplished a policy-based, decision-making function which had been
delegated to it by the president of the university through the faculty as
a whole.
410 So.2d 546 (2 D.C.A. Fla., 1982).
Id. at 547.548. And see, IDS Properties. Inc. Y. Town of Palm Beach, 279 So.2d 353 (4 D.C.A.
Fla., 1973).
,
<<2 So.2d 934,941 (Flu. 1983).
46
'"
1
"
~'
!
!
1
,t
t
i
i
A1\
Therefore
to reject cer
body penon
public meeti
While thl
group or col:
opinion, alt.
decision-ma
the delegati
For exampll
of authorit)
ratification
contained n
summarily.
should be cc.
However,
ing or infon
sion. In COI
considered
violated the
the seleCti'ol
necessary t,
people to ail
was to 8.ui~
he hadCh01
cussini' ~e
the intervie
BeCaUE
::the":cit
. ", " ~ ~- .
,......"faet..fi I
,,:that'hr
~...l..cth
, dec:bio:
" or~1
',. a "'bOar
...!mMtin
,:,':.:,...~'.,
. :.'11:l1:I:-I:!W.
functioDl .
"'boanl. cc
~::;..i',".'f: t.
'ili
ANNUAL REPORT OF THE ATTORNEY GENERAL
Jurt consid-
degated its
ittee specif-
ine Law. In
e the court
ltion of the
ests of the
.and,when
d projected
Ile meeti ng
was then
epted with
le hospital
mined that
:nittee met
Therefore, a person or committee who has been delegated the authori ty
to reject certain options from further consideration by the entire public
body performs a decision-making function which must be conducted at a
public meeting.
While the foregoing cases deal with the delegation of authority to a
group or collegial body rather than to an individual this would not, in my
opinion, alter the conclusion that an individual who has been delegated
decision-making authority would be subject to s. 286.011, F.S. In addition,
the delegation of authority may be accomplished formally or informally.
For example, in Carlson, Supra, the court found that a de facto delegation
of authority to prepare a budget had occurred based on the fact that
ratification and approval of the thirty-five million dollar budget which
contained more than forty-seven hundred line items Was accomplished
summarily. Moreover, the courts have stated that the Sunshine Law
should be construed to frustrate the Use of all evasive devices.6
However, where the activities of the individual are limited to fact-find_
ing or information gathering, the courts have reached a different conclu-
sion. In Cape Publications, Inc. v. City of Palm Bay,7 the district court
considered whether certain activities of the city and the city manager
violated the Sunshine Law. The city charter placed sole responsibility for
the selection of a police chiefin the city manager. However, when it became
necessary to select a new chief of police, the city manager asked certain
people to sit in on the interviews with him. The only function of this group
was to assist the city manager in acquiring information on the applicants
he had chosen by.asking questions dUring the interviews and then dis-
cussing the qualifications of each candidate with the city manager after
the interview. The court stated that:
Because the record demonstrates that the committee selected by
the city manager had the sole function of assisting him with
"fact-finding," to supply him with the necessary information so
that he could properly fxercise his duties and responsibility in
selecting a new chiefofpolice, and because the committee had no
decision-making function such as authority to screen, interview
or,recommend applicants to the city manager, the group was not
a "board" within the contemplation of the Sunshine Law and its
meetings were not required to be open to the public.s
Thus, when a person or group, on behalf of an entire public body,
functions solely as a fact-finder with no decision,making authority, no
"board or commission" subject to the Sunshine Law is created.
I their
"plans
:lcials,
public
:n the
act in the
1e instant
y act, will
;ted to the
: a district
screening
:a College
'nmittee's
ndto the
admitted
e in solic-
tee had a
Jmmittee
Ition and
Immittee
lad been
lcultyas
"
t
i
.
.
,
I
l(4D.C,A.
See. e,g., Town oCPlllm Bellch v. Crndison, 296 So.2d 473, 477 (FIll. 1974); Wood v. Mlll1lton,
$UPru. al 939.
7
473 So.2d 222 (5 D.C.A. Fla., 1985).
[d. a1225.
47
90-17
~._~.
90-18
ANNUAL REPORT OF THE ATTORNEY GENERAL
Based on the above, it is my opinion that a city council member who is
authorized or directed or designated, either formally or infonnally. by the
city cou ncil to act for an~ on behalf of the entire board in a decision-maki ng
capacity stands in the place of the entire board and is thereby subject to
the provisions of s. 286.011. F.S., when negotiating a city contract with a
private garbage contractor.
If. however, the individual member is charged solely with fact-finding
or information gathering on behalf of the board and has been given no
decision-making authority, meetings he or she may hold with a private
garbage contractor are not subject to the Sunshine Law. A council mem-
ber, acting in a personal capacity without being delegated any decision-
making authority by the city council, who meets with a private garbage
contractor would not be subject to s. 286.011, F.S., as the member is not
acting liS a board or commission on behlllf of the city council.
AGO 9O-1B-March I, 1990
COUNTIES-ZONING AND LAND USE REGULATION
PROPOSED RESOLUTION GENERALLY REVISING THE PONTE
VEDRA ZONING REGULATION IS COl\lSIDERED REZONING
WHICH, IF AFFECTING LESS THAN 5 PERCENT OF THE TOTAL
LAND AREA OF THE COUNTY, MUST BE NOTICED BY MAIL
UNDER s. 125.66(5Xa), F.S.
To: Afr. David G. Conn. Attorney (or St. Johns County
QUESTION:
Must notice of intent to adopt a resolution which gener-
ally revises the Ponte Vcdra Zoning Regulations be pub-
lished pursuant to Ch. 65-2171, Laws of Florida,or mailed
pursuant to s. 125.66(5), F.S.?
SUMMARY:
A proposed resolution generally reViSIng the Ponte
Vedra Zoning Regulations is considered rezoning which,
if affecting less than five percent of the total land area of
the county, must be noticed by mail pursuant to s.
125.66(5)(a), F.S.
The Ponte Vedra. Zoning District (district) was established by Ch.
65-2171. Laws afFlorida, which, in part, authorizes the board of county
48
ANN
com missioners
buildings and:
doing so, the C(
regulations anc
65-2171, L&w!; c
ment thereto, sl
place of which i~
tion in the COUn:
Thus, pursuar
is required to F
regulations. reg;
You state that tr.
the total land in
As one result
governing pO.....er
VIII, State Cons:
NON-CHAR
County char.
provided by,
sioners of a e
manner pres.
sistent with <
with a mUn
municipality
Pursuant to s.
delegated powers
law. The authori
ordinances. howe
general law."
Section 125.66
pOwers conferred
adhere to the proc
ofland, s. 125.66(.
Ordi nances O'
missioners or
shall be enact
(a) In case
than 5 pere
of COunty c
mail each I
tal agency
resolution,
latest ad v
..
~
:f
&'Clion ~, Ch. 65..21 i J
..L
,\
!
'l
\,
8-1.53
A:\'NUAL REPORT OF THE ATTORNEY GENERAL
provides: ":-.io conveyance, transfer or mortgage of real property, or of any interest
therein. nor any lease for a term of 1 year or longer, shall be good and efTectual in
law or equity against creditors or subsequent purchasers for a valuable consideration
and wIthout notice. unless the same be recorded according to law. , , ."' Subsection
(3) ofs, 695,03, F,S" distinctly provides that in order to be entitled to be recorded,
any instrument concerning real property must be acknowledged by the party
executing it or the execution must be proved by a subscrihing wi1ness to it before
the officers and in the form and manner following: "If the acknowledgment or
proof be made in any foreign country, it may be made before any commissioner of
deeds appointed by the Governor of this state 10 reside ill such COli II Iry. ' . . or
before an.\' ambassador. envoy, , . or any other diplomatic or consular officer of
the United States appointed 10 reside ill such mUlllry. "/ Emphasis supplied!. If the
residence of a Commissioner of Deeds appointed and commissioned by the Governor
in and for a fOI'eign country is immaterial, the above quoted statutory language
would be superfluous. The type of emissal')' Commissioner of Deeds you contemplate
who at the time an acknowledgmenl of an inslrument concerning real properly
located in Florida is required would travel to the foreign country to take an
acknowledgment dues not appear to be authorized to contemplated by the terms of
ch. 118, F,S" and s. 695.03(3). F.S,. when read ill pari maleria.
To contend that a person traveling to another country solely for purposes of
taking an acknowledb'TT1ent is "temporarily residing" in that country. as suggested
by the inquiry, is engaging in a game of semantics which this office cannot
endorse, For definitions of residence, see, c.g., Robinson v. Fix, 151 So, 512, 513
(Fla. 1933); Gillman v. Gillman, 413 So,2d 412, 413 (4 D,C.A. Fla.. 1982); Puente
v, Arroyo, 366 So.2d 857, 858 (3 D,C.A. Fla., 1979). See gelleral/y 20 Fla,Jur.2d
Domicil and Residellce ss. 4, 5, 6; 77 C.J,S, Re,~ide p. 286.289, I am aware of AGO
72.51 which appears to express an inconsistent conclusion to the elTect that ch.
118, F,S" does not limit the jurisdidtion of the Commissioner of Deeds, and
therefore, the commissioner can act as a "commissioner at large." However, that
opinion did not examine nor consider the provisions of s. 695,03(3), F,S., in
reaching the conclusion expressed therein. C(, subsection (3) of 5, 92.50, F.S.,
providing that oaths, affidavits, and acknowledgments. required or authorized by
the laws of this state, "may'be taken or administered in any foreign country, by
or before any judge or justice' of a court of last resort, any notary public of sllch
foreign country, any minister, consul general. charge d'affaires, or consul of the
United States residelll ill .~"ch ('(wlllry. .. (Emphasis supplied.) Therefore, 10 the
extent of any inconsistencies with the conclusion expressed in AGO 72.51, that
opinion is hereby superseded, Questions conceruing the authority and jurisdiclion
of a Commissioner of Deeds in and for another country could cast doubt on the
validity of an acknowled!:ment and the entitlement of a particular instrument to
recordation in the public records, and therefore. the situation you are su!:gesting
should be avoided in the absence of le!:islative clarification or judicial precedent.
AGO 84-54-June 7, 1984
GOVERNMENT IN THE SUNSHINE LAW
APPLICABILITY TO MEETINGS BETWEEN
REPRESENTATIVES OF PRIVATE NONPROFIT
CORPORA TION AND DELEGATE CITY
COMMISSIONER FOR PURPOSE OF PROPOSING
A REFERENDUM ON CERTAIN MATTERS
FOR COMMISSION CONSIDERATION
To: Richard Kalle, Cil\' A./torrrey, Cil~' of Hal/all dale
'. . - ~
Prepar('d b\': 1\('111 L. lr",ssin~('r, Ass,s/(lfIl Allorf/('y C"f/('rnl
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AN:-.iUAL REPORT OF THE AITORNEY GENERAL
nterest
tual in
eration
:-iection
orded.
party
before
ient or
'ner of
, , , or
i eel' of
If the
QUESTION:
Arc ml'ptings hetwel'n representatives of a private organization
and a city commissioner appointed by the city commission to meet
with such representatives for the pUrpose of proposing a referendum
for city commission consideration concerning the construction and
funding of a cultural center and performing arts theater and related
matters suhject to the Government in the Sunshine Law?
SUMMARY:
\'ernor
:/.:ua/.:e
Ilplate
lperty
ke an
rms of
Until,'or unless judicially or legislati\'ely determined otherwise
meeti:1gs betwl'cil r('presenlalh'l's of a privale organization and a
city commissioner appointed by the city commission to meet with
such reprcsentatives for the purpose of proposing a referendum
for city commission consideration concerning the construction and
funding of a cultural center and performing arts theater und related
matters arc subject 10 1he requirements of s. 286.011, F.S., the
Florida Government in the Sunshine Law,
,ses of
c.;ested
annot
2, 513
'uente
1 ur.2d
'.AGO
at ch.
, and
, that
S., in
F.S.,
cd by
"Y, by
such
If the
\) the
that
:dion
i1 the
ntto
,ting
ient.
According to your letter, the City Commission of the City of Hallandale has
passed a Illotion that the commission appoint a commissioner to meet with a
group representing Hallandale Cultural Arts, Inc.. a pl"ivate nonprofit corporation
dedicuted to the C1'eation of a cultuml Cl'nter and performing arts theater. for the
purpose of proposing a referendum for commission consideration. Althougb the
motion contained no specifics, it is understood that a referendum may prO\'ide for
issuance of bonds, donation of land by the city, and other subjects related to
construction and funding of a cultural center and performing arts theater. You
request that I assume that no other commissioner or commissioners would attend
uny meetings between the delegate commissioner and the representutives of
Hallandule Culturul Arts, Inc., regarding such referendum proposu!. You further
specify thut the commissioner so appointed would have no authority to bind the
city and that subsequent commission consideration of any referendum proposal
resulting from subject meetings would be full and independent. You therefore
inquire whether the meetings p,'escribed by the commission's motion are subject
to s. 286,011, F,S., the Government in the Sunshine Law,
Florida's Government in the Sunshine Law, s. 286,011, F.S., provides in pertinent
purt:
All meetings of any board or c~mmission . . . of any agency or authority
of any county, municipal corporation, or political subdivision. . . at which
ofTicial ncts nn, to be taken al'e declared to be public meetings open to the
public at all times, and no I'esolution, rule, or formal action shall be
consider"d hinding except as taken or made ut such meeting,
Courts in this state hove construed the Sunshine Law as requi,'in!:, that all
phases oUhe decision.making process be conducled pursuant to its mandate. See,
, e.g.. Board of Public Instruction of Broward County v. Doran, 224 So.2d 693, 699
. (Fla. 1969), stating:
One purpose orthe Sunshine Law was to maintain the failh of the public
in governmental agencies. Regardless of their !:,ood intentions, these
specified boards and commissions. through devious ways, should not be
allowed to deprive lhe public of this inalienable right to be present and
to be heard at all deliberations wherein decisions affecting the public are
made.
As the court in Times Publishing Co. v. Williams. 222 So.2d 470, 473 (2 D,C,A.
Fla.. 1969) stated. "Every step in lhe decision.making process. , . constitutes an
i
1.
f
131
8-1..').1
r- tee ;"
. I.
8-1.54
..-\1':NUAL REPORT OF THE ATTOH;":EY CENERAL
A~\'l
'official act,' ;111 indispensable requisite to 'formal action.' within the meanin~ of
the act."
Ad hoc advisory committees with powers limited to making recommendations
to a public a~enc)' and wi1h no authorily to bind the agenc)' have been held
subject to the Sunshine Law, Town of Palm Beach v, Gradison. 296 So,2d 47:3
(Fla, 197~), wherein the court determined that a lay j..'TOUP of citizens appointed
by the town council to mee) with a planning firm retained by the city to guide the
planners in draftin(..: an updated and revised version of1he town zoning' plan were
the "alter e(..:os" of the councilmcl' inasmuth as the committee was chaq;ed with
aidin(..: professional planners contracted to prepare the town's comprehensive
plan, The plan was held invalid because the lay committee did not comply with
the requirements of s, 286,()11, F,S" while helpin(..: 10 formulate the plan. even
though the town cuuncil and its separak zoning commission later held public
hearings and voted to approve the plan at meetings held "in the sunshine."
Further, the lower court deciSIOn approved in Gradi.w)II stated, "The Sunshine
Law does not provide for any 'government by dele~ation' exception; a public body
cannot escape the application of the Sunshine Law by undertaking to delegate the
conduct of public business through an alter ego," IDS Properties. Inc, v. Town of
Palm Beach, 279 So,2d 353. 359 14 D,C.A, Fla., 1973), See also AGO 83.95,
holding s, 286,011 applicable to lhe meetings of a private nonprofit corporation on
a county's acceptance of the corporation's b'Tatuitous ofTer of technical assistance
in the recodification and amendment of the county's zoning code.
Generally the courts have been unwilling to read into lhe statute allY exceptions.
In City of Miami Beach v. Berns, 245 So,2d 38, 41 !Fla, 1971), Justice Adkins
wrote for the court. "It is the law's intent that any meeting, relating to any
matter on which foreseeable aclion will be taken, occur openly and publicly." C{
Wnod v, Marston, 442 So,2d 934 IFla, 1983>, wherein the Supreme Courl reversed
a district court holding that a faculty search committee charged with screening
applications for the position of dean at the University of Florida College of Law
was outside t he ambit of the statutl' where the committee's recommendations
were subject to a vote of the law faculty as a committee of the whole and to the
review and approval of any faculty action by the university president. The court
noted lhat previous decisions correctly focused on the" nature of of the act performed,
not, , . the make.up of the commillee or the pro;dmity of the act to the final
decision," in determining the applicability of s. :!86.011. [Emphasis supplied by
the courU fd., at 939. See also Krause v. Heno. 366 50,2d 1244 (3 D.C.A. Fla.,
1979), holdin!; that a lay committee chosen by a city manager designated by law
as appointin!: :luthority to interview and recommend candidates for chief of police
was involved sufficiently in the decision.making pl'ocess so as to subject the
committee to the dictales of s, 286.011. The Krause decision was approved by the
Supreme Court in Wood v, Marston, supra, at 941.
While it is generallv true that individual members of a board or commission
are subject t6 the Gov~rnment in the Sunshine Law only during a "meeting," a
delegate or sinti1e mernbl'r of a board or commission who is authorized or directed
or desi\.::1ated by such board 10 act for and on behalf of. or exercise authority in
the name of, the entire board, stands in the place of the entire board and is
thereby ~ubject to the provisions of s. 286,011, F,S.
11
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,
that a single m.
behalf of the ho,
been delegated
Goodrun, Case;
12 D.C.A, Fla.. .
that s, 286,011
appointed 10 gal
lhe commission
commissioner 1)
referendum pror>
for the consiCl'r.
the question of "
of authority to
Cultural Arts.
under the holdi
action of the ci'
commissioner a
distinguishable
AGO 84-55-.1
LOCAL (,
:1
II
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LOCAL
REQ
To: Herbert II'
Prepared by: .-'
QUESTION:
Mayan
enforcem.
that the c.
or fee on
the board
~,
SUMMARY:
132
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The gO\
a local g.
provided
local cod,
ree on ine
board of '
codes.
Those 10 whom public officials delegate de facto authority to act on their
behalf in the formulation, preparation and promulgation of plans on
wh ich foreseeable actio/l 'will be taken by such public officials stand in the
shoes of such public officials insofar as the application of the Government in
the Sunshine Law is concerned, [Emphasis supplied by the court.l
Your letter
charge or fee
Enforcement 1:
necessary to e:
IDS Properties. supm, at 356, See also AGO 74.84, findin!; that an individual
member of the Florida Board of Dentistl'y who conducts a hearing or meeting on
behalf of the entire board is subject 10 s, 286,011. F,S" and AGO 74.294, concluding
: !\..\ L
the' meaning of
'(mllllendations
'I\'e been held
296 So,2d 473
:ens appointed
t.I' to guide the
:ling plan were
; charged with
'omprehensive
,t comply with
he plan, even
'I' held publi,~
'le sunshine,
fhe Sunshine
a public body
,1 delegate the
lC, v, Town of
AGO 83.95,
drporation on
'31 assistance
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:stice Adkins
:lting to any
'ublicly." C{
,urt reversed
:h screening
lIege of Law
,mendations
~ and to the
t. The court
't performed,
:0 the final
>upplied by
),C.A, Fla.,
Ited by law
ief of police
<ubject the
'I'ed by the
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lr directed
,thority in
;rd and is
their
'lS on
n the
-nt in
ldividual
~eting on
ncluding
ANNUAL REPORT OF THE AITORNEY GENERAL
that a single member of a board or commission to whom the authority to act on
behalf of the board or commission in matters such as the lease of land, etc., has
ikell delegated is subject to the Sunshine Law, Bul see Florida STOP, lnc, v,
Goodrun. Case No, 80.;)775 (10th Cir. Polk Co" 1980), affirmed. Case No, 81.1988
(2 D,C,A. Fla" 1982). in which the district Court affirmed a circuit court ruling
that s, 286,011 is not applicable to a single member of a housing authority
appointed to gather Information about sites for the authority, To the extent that
the commission's motion in the instant case operates to delegate to a particular
commissioner the authority to meet with, and discuss and participate in the
referendum proposal w be proffered by, the representatives of the private organization
for the consideration of the city commission. the above authorities should control
the q'uestion of applicability of the Sunshine Law, Since it is clear that a delegation
of "lIthurity tc prepare and propose a referendum issue directly to Hallandale
Cultural Arts, lnc" would subject that group to the requirements of s. 286,011
under the holdings of Gradison, Supra, and Krause, Supra, and since the instant
action of the city commission in elTect delegates that authority to a particular
commissioner and the representatives of the private organization there appear no
distinguishable facts to except the instant case from the mandate of the law,
AGO 84.55-June 7, 1984
LOCAL GOVERNMENT CODE ENFORCEMENT BOARDS
LOCAL GOVERNING BOmES MA Y NOT EMPOWER OR
REQUIRE BOARDS TO IMPOSE ADMINISTRATIVE
CHARGES OR FEES
To: Herbert IV. A. 'Thiele, City Attorney, City of Delray Beach
Prepared by: Anne Curtis Terry, Assistant Attorney General
QUESTION:
Maya municipality that has established a lOcal government code
enforcement board pursuant to ch. 162, F.S., by ordinance require
that the code enforcement board impose an administrative charge
or fee on individuals, businesses or other entities found guilty by
the board of violation of 1 or more of its technical Codes?
SUMMARY:
The governing body of a county or municipality that has created
a local government code enforcement board pursuant to and as
provided in ch. 162, F.S., may not by ordinance require that the
local code enforcement board impose an administrative charge or
fee on individuals, businesses or other entities found guilty by the
board of violation of I or more of that local government's technical
codes.
Your letter of inquiry noles that the purpose of the proposed administrative
charge or fee is to help defray the cost of processing Local Government Code
Enforcement Board cases. and to pay part of the cost of inspection and reinspection
necessary to ensure compliance with the city's technical codes. You also note that
133
~
8-1.55
~
DEPARTMENT OF LEGAL AFFAIRS
Attorney General Opinions
I. General Nature and Purpose of Opinions
Issuing legal opinions to governmental agencies has long been a
function of the Office of the Attorney General. Attorney General
Opinions serve to provide legal advice on questions of statutory
interpretation and can provide guidance to public bodies as an
alternative to costly litigation. Opinions of the Attorney
General, however, are not law. They are advisory only and are
not binding in a court of law. Attorney General Opinions are
intended to address only questions of law, not questions of fact,
mixed questions of fact and law, or questions of executive,
legislative or administrative policy.
Attorney General Opinions are not a substitute for the advice
and counsel of the attorneys who represent governmental agencies
and officials on a day to day basis. They should not be sought
to arbitrate a political dispute between agencies or between
factions within an agency or merely to buttress the opinions of
an agency's own legal counsel. Nor should an opinion be sought
as a weapon by only one side in a dispute between agencies.
Particularly difficult or'momentous questions of law should be
submitted to the courts for resolution by declaratory judgment.
When deemed appropriate, this office will recommend this course
of action. Similarly, there may be instances when securing a
declaratory statement under the Administrative Procedure Act will
be appropriate and will be rec~mmended.
II. Types of Opinions Issued
There are several
General's Office.
whether formal or
binding.
types of opinions issued by the Attorney
All legal opinions issued by this office,
informal, are persuasive authority and not
Formal numbered opinions are signed by the Attorney General and
published in the Annual Report of the Attorney General. These
opinions address questions of law which are of statewide concern.
This office also issues a large body of informal opinions.
Generally these opinions address questions of more limited
application. Informal opinions may be signed by the Attorney
General or by the drafting assistant attorney general. Those
signed by the Attorney General are generally issued to public
officials to whom the Attorney General is required to respond.
Informal opinions issued by the drafting attorney are issued in
memoranda form. While an official or agency may request that an
opinion be issued as q formal or informal, the determination of
the type of opinion issued rests with this office.
,
III.
Persons to Whom Opinions May Be Issued
The responsibility of the Attorney General to provide legal
opinions is specified in s. 16.01(3), F.S. That section
requires the Attorney General to render opinions to "the
Governor, a member of the Cabinet, the head of a department
in the executive branch of state government, the Speaker of
the House of Representatives, the President of the Senate, the
Minority Leader of the House of Representatives, or the Minority
Leader of the Senate "
The Attorney General may also issue opinions to "a member of
the Legislature, other state officer, or officer of a county,
municipality, other unit of local government, or political
subdivision." In addition, the Attorney General is authorized
to provide legal advice to the state attorneys ,and to the
representatives in Congress from this state. Sections 16.08
and 16.52(1), F.S.
Questions relating to the powers and duties of a public board
or commission (or other collegial public body) must be requested
by a majority of the members of that body. A request from a
board must, therefore, clearly indicate that the opinion is being
sought by a majority of its members and not merely by a
dissenting member or factiop.
IV. When Opinions Will Not Be Issued
Section 16.01(3), F.S., does not authorize the Attorney General
to render opinions to private individuals or entities, whether
their requests are submitted directly or through governmental
officials. In addition, an opinion request must relate to the
requesting officer's own official duties. An Attorney General
Opinion will not, therefore, be issued when the requesting party
is not among the officers specified in s. 16.01(3), F.S., or when
an officer falling within s. 16.01(3), F.S., asks a question not
relating to his or her own official duties.
In order not to intrude upon the constitutional prerogative of
the judicial branch, opinions are not rendered On questions
pending before the courts or on questions requiring a determina-
tion of the constitutionality of an existing statute or
ordinance.
Opinions are not issued on questions requiring an interpretation
only of local codes, ordinances or charters rather than the
provisions of state law. Such requests will be referred to the
attorney for the local government in question. In addition, when
an opinion request is received on a question falling within
statutory jurisdiction of some other state agency, the request
will either be transferred to that agency or the requesting party
will be advised to contaGt the other agency. For example,
questions concerning the Code of Ethics for Public Officers and
Employees are answered by the Florida Commission on Ethics;
questions arising under the Florida Election Code should be
directed to the Division of Elections in the Department of State.
Other circumstances in which the Attorney General may decline to
issue an opinion include:
questions of a speculative nature;
questions requiring factual determinations;
questions which cannot be resolved due to an
irreconcilable conflict in the laws although the
Attorney General may attempt to provide general
assistance;
questions of executive, legislative or administrative
policy;
matters involving intergovernmental disputes unless all
governmental agencies concerned have joined in the request;
moot questions;
questions involving an interpretation only of local
codes, charters, ordinances or regulations; or
where the official or agency has already acted and seeks to
justify the action.
V. Form In Which Request Should Be Submitted
Requests for opinions must be in writing and should be addressed
to:
Bob Butterworth
Attorney General
Department of Legal Affairs
The Capitol
Tallahassee, Florida 32399-1050
The request should clearly and concisely state the question of
law to be answered. The question should be limited to the
actual matter at issue. Sufficient elaboration should be
provided so that it is not necessary to infer any, aspect of the
question or the situation on which it is based. If the question
is predicated on a particular set of facts or circumstances,
these should be fully set out.
The response time for requests for Attorney General Opinions has
been substantially reduced. This office attempts to respond to
all requests for opinions within 30 days of their receipt in this
office. However, in order to facilitate this expedited response
to opinion requests, tnis office requires that the attorneys
for public entities requesting an opinion supply this office with
...
a memorandum of law to accompany the request. The memorandum
should include the opinion of the requesting party's own legal
counsel, a discussion of the legal issues involved, together with
references to relevant constitutional provisions, statutes,
charter, administrative rules, judicial decisions, etc.
Input from other public officials, organizations or associations
representing public officials may be requested. Interested
parties may also submit a memorandum of law and other written
material or statements for consideration. Any such material will
be attached to and.made a part of the permanent file of the
opinion request to which it relates.
VI. Miscellaneous
Persons wishing to obtain a copy of a previously i~sued opinion
should contact the Records Room of the Attorney General's Office.
As an alternative to requesting an opinion, officials may wish
to use the informational pamphlet prepared by this office on
dual officeholding. A copy of this pamphlet can be obtained by
contacting the Opinions Section of the Attorney General's Office.
In addition, the Attorney General, in cooperation with the First
Amendment Foundation, has prepared the Government in the Sunshine
Manual which explains the law under which Florida ensures public
access to the meetings and records of state and local government.
Copies of this manual can be obtained through the First Amendment
Foundation.
"-~",,
~:~:.... ~...
Osteser 1~, 1993
"
October 17, 1993
::ALE - f\...RHASE ~8VENT
be'tv\een
CllY a= CLEM^ATER, FlffilD\ (SELLER),
and
\.I\AL TER T. I<Fl.W \IB'JTl.RES, II\OJRRC\T8)
(ffi I TS ASS I (3\S, I N:LLD I N3 BJT [\[)T L1MI T8) 10
ATRILM AT CLEM^ATER, LID.,
A FlffilD\ LIMITED P,Afffi\EF&H P)
( f\...RHASER)
Including Joinder by
CThM.N IlY RBJEVEt.rnJENf f:(BCY a= l1-E C IlY a=
CLEM^ATER, FlffilD\
Dated as of OCtober 17, 1993
-
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TABlE a= CINfENTS
PaQe
1. Sale of Prenises
1
2
2
5
5
6
6
8
8
10
11
12
14
14
14
2. Purchase Price
3. ApportionTents
4. CI osi ng Date
5. Permitted EncUTbrances
6. Violations
7. Representat ions and Wu rant i es
8. C I os i ng Expenses
9. Docurents to be Del ivered bySeI ler at Closing
10. Docurents to be Del ivered by Purchaser at Closing
11. Tax Proceedings
12. As-Is
13. Broker
14. Access to Records
15. f\bt ices
16. Miscellaneous
15
( i )
II!
t \I ; l
OOIBIT A
OOIBIT B
OOIBIT C
OOIBIT D
OOIBIT E
OOIBIT F
OOIBIT G
OOIBIT H
OOIBIT I
OOIBIT J
SJ-HJJLE 1
ffi-Bl.JLE 2 -
TPBLE a= 00 I BITS JlN) 9J-HlJl.ES
Legal Description of the Land
Legal Description of the Air Space
Permitted EncUTbrances
Rent Roll
Fo rm of Ass i grrrent and Assurpt ion
of Leases and Security Deposits
Assigrrrent and Assurption of COntracts
and Licenses
Blanket COnveyance, Bi I I of Sale and Assigrrrent
Form of t-bt ice to Tenants
Agrearent for Access, COntrol, and lVBintenance of Parking
Ga r age and W:J I kway
Assigrrrent of Rights under EscrON Agrearent for Repair of
W:J I kway Canopy
COntracts
Pend i ng Act ions
( i i )
4. ~
, 1.,.' J 't I
TABLE a= l"l:F IND TEFN6
The fol lowing capital ized terrrsare defined in the respective sections of
the agreeTent identified below:
"Act ions" - as such term is def i ned inSect ion 7(a)(v) of the AgreeTent.
"A::lditional Rents" - as such term is defined in Section 3(c) of the
AgreeTent.
"AgreeTent" - as such term is defined at the outset of the AgreeTent.
"Ai r Space" - as such term is def i ned inSect ion 1 of the AgreeTent.
"Ai r Space IrrproveTents" - as such term is def i ned inSect ion 1 of the
AgreeTent.
"Si II of Sale" - as such term is defined in Section 9(f) of the AgreeTent.
"Sui Idings" - as such term is defined in Section 1 of the AgreeTent.
"Carteret" - as such term is def ined in Sect ion 12(a) of the AgreeTent.
"Carteret Lease" - as such term is defined in Section 12 of the AgreeTent.
"CI os i ng" - as such term is def i ned inSect ion 4 of the AgreeTent.
"Closing Date" - as such term is defined in Section 4 of the AgreeTent.
"Closing StateTent" - as such term is defined in Section 9(n) of the
Ag r eeTent.
"Contracts" - as such term is defined in Section 9(c) of the AgreeTent.
"Cont ract and Li cense AgreeTent II - as such term is def i ned inSect ion 9 (c)
of the AgreeTent.
( i i i )
1
I" ,. 1" )
"Deed" - as such term is defined in Section 9(a) of the Agrearent.
"Developrent Agrearent" - as such term is defined in Section 1 of the
Ag r earent.
"FIRPTA Affidavit" - as such term is defined in Section 9(k) of the
Agrearent.
"G:>verrrrenta I Author i ty" - as such term is def i ned inSect ion 6 of the
Agrearent.
"Land" - as such term is def i ned inSect ion 1 of the Agrearent.
"Lease Ass igrrrent" - as such term is def i ned inSect ion 9(b) of the
Agrearent.
"Leases" - as such term is defined in Section 7(a) (i i i) of the Agrearent.
"Licenses" - as such term is defined in Section 9(c) of the Agrearent.
"Permitted EncUTbrances" - as such term is defined in Section 5(a) of the
Agrearent.
"Personal Property" - as such term is defined in Section 1 of the
Agrearent.
"Project Inforrration" - as such term is defined in Section 12(a) of the
Agrearent.
"Purchase Pr ice" - as such term is def ined in Sect ion 2 of the Agrearent.
"Purchaser" - as such term is def i ned at the outset of the Agrearent.
"Purchaser's D:>curents" - as such term is defined in Section 7(b)( i i) of
the Agrearent. '
II Rea I Property" - as such term is defined in Section 1 of the Agrearent.
( i v)
,
, ~ 1 ~'_ ;: J
"Realtor" - as such term is defined in Section 13 of this Agrearent.
"Rent Roll II _ as such term is def ined in Sect ion 7(a) ( i i i) of the
Agrearent.
"Se Iler II _ as such term is def i ned at the outset of the Agrearent.
"Seller's Cbcurents" - as such term is defined inSection7(a)(ii) of the
Agrearent.
"Title Ccmnitrrent" - as such term IS defined in Section 5(b)(i) of the
Ag r earent.
"Ti tie O::rrpany" - as such term is def i ned inSect ion 5(b)( i) of the
Agrearent.
"Violations" - as such term is defined in Section 6 of the Agrearent.
(v)
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WE - F\..RJ1C\SE ~E8VENT
This WE-F\..RJ1C\SE PG1E8VENT (".A9rearent") is dated as of the
day of OCtober, 1993, betNeen the CITY OF CL~TER, FUJRI~ (hereinafter the
"Seller"), and \fIALTER T. I<R..MII V8\1TLRES, If\Ul1FCPATffi, an Olio corporat ion, or
its assiqns (as permitted herein) includinq but not I imited--.19 the_AlRlLM AT
CLEftRIIATER, LID., A FUJRI~ L1MITffi PMThERS-lIP (hereinafter the "Purchaser"),
to Vl.hich the CD.MNITY RED:VELCRI8\fT f:GNY OF 11-E CITY OF CLEftRIIATER, FUJRI~,
joins to the extent that this .A9rearent affects the property and the obi igations
of said f:GNY.
WIT N E SSE T H:
VfEREAS, Seller is the D^ner of the Pranises (as defined in Section 1)
located at 601 Cleveland Street, CleanNBter, Florida, and camrronly kn~ as the
"Atr iun at Clearwater Square" or as the "&In Bank Bui Iding; II and
VfEREAS, Seller and Purchaser desire to enter into an agrearent Vl.hereby,
subject to the tenrs and conditions contained herein, Seller shall sell the
Pranises to Purchaser and Purchaser shal I purchase the Pranises frcrnSeI ler.
NJN, THERERORE, in consideration of Ten Dollars ($10.00) and the rrutual
covenants and agrearents hereinafter set forth, and intending to be legally bound
hereby, it is hereby agreed as fol I~:
1. Sale of Pranises.
Seller agrees to sel I and convey to Purchaser, and Purchaser agrees to
purchase frcrn Seller, at the price and upon the tenrs and conditions set forth
in this Agrearent, al I those certain plots, pieces and parcels of land located
in the City of CleanNBter, OJunty of Pinellas and State of Florida, as rrore
particularly described in Exhibit "A" annexed hereto andrrade a part hereof (the
"Land"), together with (i) all those vollJl"eS of ai r space located in the City of
Clearwater, OJunty of Pinellas and State of Florida, described on Exhibit "B"
annexed hereto andrrade a part hereof (collectively, the "Air ~ace"), (ii) all
bui Idings and other irrprovarents situated on the Land (collectively, the
"Buildings"), (iii) all right, title and interest of Seller in and to all
bui Idings and other irrprovarents situated in the Air ~ace (collectively, the
"Ai r ~ace IrrprovarentsII ), (iv) a II right, tit I e and interest of Se II er in and
to al I easarents, rights of ~y, reservations, privi leges, appurtenances, and
other estates pertaining to the Land and the Bui Idings including, without
I imitation, the right, title and interest of Seller under the Developrent
Agrearent dated as of July 14, 1983, and recorded in Official Records Book 5868,
Page 1530, of the publ ic records of Pinellas OJunty, Flor ida (the "Developrent
.A9rearent"), (v) all right, title and interest of Seller, if any, in and to the
fixtures, rrachinery, equiprent, suppl ies and other articles of personal property
attached or appurtenant to the Land or the Bui Idings, or used in connect ion
therewith (collectively, the "Personal Property"), (vi) all oil, gas and mineral
rights of Seller, if any, in and to the Land, (vi i) all right, title and interest
of Seller, if any, in and to the trade nares of the Bui Idings, and (vi i i) al I
right, title and interest of Seller, if any, in and to al I strips and gores, al I
alleys adjoining the Land, and the land lying in the bed of any street, road or
avenue, opened or proposed, in front of or adjoining the Land to the center I ine
thereof, and all right, title and interest of Seller, if any, in and to any aNard
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rrade or to be rrade in I ieu thereof and in and to any unpaid aNBrd for any taking
by condamat ion 0 r any darages to the Land 0 r the Bu i I dings by reason 0 f a change
of grade of any st reet, road or avenue (the Land, together wi th a II of the
foregoing itaT5 I isted in clauses (i) through (vi i i) above being hereinafter
saretirres collectively referred to as the "Pranises;" the Land and Air Space are
saret irres collect ively referred to herein as the "Real Property").
2. Purchase Price.
The purchase price to be paid by Purchaser to Seller for the Pranises (the
"Purchase Price") is $6,450,000.00, payable in Ulited States D:>llars at the
Closing (plus or minus the prorations and adjustrrents specifically provided
herein) bywire transfer of irnrrediately avai lable funds to such bank account in
the Ulited States as Seller shal I designate.
The Buyer shal I pay to the Seller a deposit in the arount of $100,000.00
at the tirre of execution of the Sale-Purchase Agreerent, to be held in escrcw
accord i no to the tenrs of th i s Sa Ie-Purchase A:1reerent and the ftddendun attached
hereto by The Justice Corporation with~ address of 19329 U.S.--1..9 I\hrth, Suite
100, CI earwater, F I or ida, 34624-3156 (here i nafter refer red--.to~s---.1he "ESJn'V
t(E\JT") and credited in full against the purchase price at the tirre of closing.
In the event Buver shal I have satisfied itself of the conditions referred~o-Ln
paragraph 8 of the ftddendun and-1D the event_of fai lure of performance by the
Buyer thereafter through no fault on the part of Seller, the deposit shal I be
nonrefundab I e and rray be used by Se II er as Se II er sees fit, and sha II be reta i ned
by Seller as liquidated darages, consideration for the execution of this
cont ract, and in fu II sett I erent of any c I a irrs, V\hereupon Buyer and Se II er sha II
be relieved of all obligations under this contract; or Seller, at Seller's
option, rrny proceed at IaN or in equity to enforce Soller's legal rights under
th is eont roet. If, for any reason other than fa i I ure of Se II er to rrake Se II er' s
title rrarketable after di I igent effort, Seller fai Is, neglects or refuses to
perfonll th is cont ract, the Buyer rray seek spec if i c performance or elect to
receive the return of Buyer's deposit without thereby ~iving any action for
darages resulting fran Seller's breach.
3. ApportionTents.
(a) The follcwing shall be apport ioned betw3en Seller and Purchaser
at the Closing as of midnight of the day preceding the Closing Date:
(i) prepaid rents and ftdditional Rents and other arounts payable
by tenants, if, as and V\hen received;
(i i) real estate taxes and~ter and seJ\.er charges (unlessrretered),
if any, on the basis of the fiscal years, respectively, for V\hich SaTe have been
assessed, at the greatest discount for early payTent avai lable, except if the
Closing shal I occur before the rate is fixed for the then current fiscal year,
the apportionTent shal I be based upon the tax rate for the next preceding fiscal
year, the apportionTent shal I be based upon the tax rate for the next preceding
fiscal year, at the greatest discount for early payTent avai lable;
(i i i) charges and payTents under the Contracts;
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(iv) any prepa id i tars, i nc I ud i ng, wi thout I imi tat i on, fees for
I icenses ~ich are transferred to Purchaser at the Closing;
(v) uti I ities, including, without I imitation, W3ter and seJ\er (if
rretered), telephone, electricity and gas (if appl icable), on the basis of the
rmst recently issued bi lis therefor, subject to adjus1rrent after theClosing~en
the next bi lis are avai lable, or if current rreter readings are avai lable, on the
basis of such readings;
(vi) personal property taxes, if any, on the basis of the fiscal
year for ~ich assessed;
(vi i) Seller's share, if any, of all revenues frOll the operation of
the Pranises other than rents and ftdditional Rents (including, without
I imitation, parking charges, and telephone booth and vending rrachine revenues),
if, as and ~en received;
(v i i i) permi tted adni n i st rat ive charges, if any, on tenants' secur i ty
depos i ts;
(ix) sales taxes on rents and other charges payable by tenants, if,
as and ~en received; and
(x) such other i tars as are custcrrar i Iy apport ioned betv\.een se II ers
and purchasers of office bui Idings located in the City of CleanNBter, Florida.
(b) Any rents received by Purchaser or Seller frOll tenants after
the Closing shal I be appl ied to aTOunts payable by tenants for the follONing
per i ods in the fo IIONi ng order of pr ior i ty: (i) rents ~ i ch \/\ere due and payab I e
30 days or less than 30 days before the Closing occurred shall be prorated
betv\.een Se II er and Purchaser; and (i i) rents Wl i ch \/\ere due and payab I e rmre than
30 days before the Closing occurred shal I be paid to the Purchaser; provided,
hCMever, that if rents are CMed to Se II er' s predecessor in tit I e by reason of the
covenants and conditions of the Sale-Purchase ,6,greEJTent betv\.een Seller and
Seller's predecessor in title, the appropriate sun, less a proportionate share
of any reasonable attorneys' fees and costs and expenses of collection thereof,
shal I be prarptly paid to the Seller's predecessor in title, Wlich obi igation
shal I survive the Closing. If rents or any portion thereof, received by Seller
or Purchaser after the Closing are payable to the other party by reason of this
al location, the appropriate sun, less a proportionate share of any reasonable
attorneys' fees and costs and expenses of collection thereof, shal I be prarptly
paid to the other party, w,ich obi igation shal I survive the Closing. Del ivery
of the Lease Assignrent (as defined in Section 9(b)) shal I not constitute a
W3iver by Seller of the right to seek a personal judgyent against any tenant for
arrearages. Purchaser agrees to use al I reasonable efforts in collecting such
past due aTOunts after the Closing, andJJrovided horvever, Purchaser shall not-ee
rcquired to camence any legal action to collect.JillY such arrearaqes~rrav exist
at Closina.
(c) If any tenants are required to pay percentage rent, escalation
charges for real estate taxes, parking charges, operating expenses and
rraintenance escalation rents or charges, cost-of-I iving increases or other
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charges of a simi lar nature (".Additional Rents") and any .Additional Rents are
collected by Purchaser after the Closing Date, then Purchaser shal I prOTptly pay
to Seller out of the first such sUTSreceived the aTDunt of al I .Additional Rents
~ich are due and payable by tenants with respect to any period prior to the
Closing Date, less a proportionate share of any reasonable attorneys' fees and
costs and expenses of collection thereof, ~ich obi igation shal I survive the
Closing. Del ivery of the Lease Assignrent shall flat constitute a waiver by
Seller of the right to seek a personal judgrent against any tenant for
arrearages. Purchaser agrees to use al I reasonable efforts in collecting such
past due aTDunts after the Closing, and providcd hOAOver, Purchaser shal I not~
r equ ired to cOl'1l'T"8nce any I ega I ac t i on.19 co I I ec t...mJY such a r rea r aaes..1LS rray ex i s t
as of Closina.
(d) 01 the Closing Dote, Purchaser shall not reirrburse Seller
separately for Seller's cost, including the cost of any taxes, of inventory of
useable suppl ies currently used in the operation of the Pranises and located at
the Pranises.
(e) I f there is a water rreter on the Prani ses, Se II er sha II furn i sh
a reading to a date not rrore than bNo days prior to the Closing Date, and the
unfixed water charges and SaNer rent, if any, based thereon for the intervening
tirre shal I be apportioned on the basis of such last reading.
(f) If any of the itars subject to apportionrent under the
foregoing provisions of this Section 3 cannot be apportioned at the Closing
because of the unava i lab i I i ty of the i nforrrat i on necessary to cOTpute such
apportionrent, or if any errors or anissions in cOTputing apportionrents at the
Closing are discovered subsequent thereto, then such itars shal I be reapportioned
and such errors and anissions corrected as soon as practicable after the Closing
Date and the proper party re irrbursed, ~ i ch obi igat ion sha II surv ive the CI os i ng.
The foregoing notwithstanding, there shall be no readjustrrent for real or
personal property taxes fol IONing the Closing.
(g) If, on the date of this .Agrearent, the Pranises or any part
thereof shal I be affected by any assesSTent or assesSTents ~ich are or rray
becore payable in installrrents, of ~ich the first installrrent is nON a charge
or I ien, or has been paid, then (i) Seller shall be obi igated to pay all
installrrents of any such assesSTent ~ich are due and payable prior to the
Closing Date, and (i i) for the purposes of this .Agrearent, all the unpaid
installrrents of any such assesSTent ~ich are to becore due and payable on or
after the Closing Date shall not be deared to be I iens upon the Pranises and the
pa~nt thereof shal I be assUTed by Purchaser without abatarent of the Purchase
Pr ice. As of this date Seller has no kncwledae of~ actual--2I planned
assesSTents except as rray be disclosed in the Title Gamnitrrent-19~ del ivered
to Buyer prior to NbvBTber~ 1993.
4. Closina Date.
The del ivery of the Deed (as defined in Section 9(a)) and the consunwation
of the transactions contarplated by this .Agrearent (the "Closing") shal I take
place at the offices of Richards. Gilkey. Fite. Slauahter. Pratesi &W:lrd. P.A..
at noon on NbvBTber~ 1993. on the date hereof (the "Closing Date")
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sirrultaneously 'Nith the execution hereof.
5. Permitted EncUTbrances.
(a) Seller shal I convey and Purchaser shal I accept title to the
Pranises subject only to those ITBtters set forth on Exhibit "C" annexed hereto
and ITBde a part hereof (collectively, the "Permitted EncUTbrances").
(b) If on the Closing Date there exist any I iens or encUTbrances
\I\h i ch Se II er rrust payor discharge in order to convey to Purchaser such tit I e as
is herein provided to be conveyed, Seller ITBY use any portion of the Purchase
Price to satisfy the SaTe, provided:
( i) Se II er sha II de I iver to Purchaser or the Ti tie O::rrpany, at the
Closing, instrurents in recordable form and sufficient to satisfy or release such
I i ens and encUTbrances of record together wi th the cost of record i ng or f i ling
said instrurents; or (i i) The Ti t Ie Qrrpany shall agree to uncondi t ionally delete
any such I iens or encUTbrances fran the canmitrrent for an ONner's fee title
insurance pol icy in the aTDunt of the Purchase Price with respect to the Real
Property (the "Title O:nmitrrent") issued by
(the "Title Qrrpany"), The existence of any such
I iens or encUTbrances shal I not be deeTed objections to title if Seller shal I
ccrrplywith the foregoing requi reTents. Simi larly, at Seller's election, unpaid
I iens for taxes, water and ser.er charges and assessrents, \l\hich are the
obi igation of Seller to satisfy and discharge shal I not be objections to title,
but the aTDunt thereof, plus interest and penalties thereon, if any, ccrrputed to
the third (3d) business day after the Closing Date, shal I be deducted fran the
Purchase Price payable pursuant to Section 2, subject to the provisions for
apport iorrrent of taxes, water and SEW3r charges and assessrents contained herein,
(c) Any franchise or corporate tax open, levied or irrposed against
Seller or other ONners in the chain of title that ITBY be a I ien against the Real
Property on the Closing Date, shal I not be an objection to title if the Title
O::rrpany de I etes SaTe f ran the tit I e po I icy issued pursuant to the Ti tie
Cmmi trrent .
6. Violations.
Seller shall have no obi igation to ccrrplywith, discharge or rarnve (a) any
conditions constituting violations of I~, ordinances, orders or requireTents
issued by any goverrrrental authority ("G:>verrrrental Authority") having
jurisdiction over the Real Property (or, \l\hich with the passage of tirre or the
giving of notice or both, V\Ould constitute such a violation) ("Violations") or
(b) any notes or notices of Violations noted or issued by any G:>verrrrental
Authority \l\hether or not such condition, note or notice arose prior to or
subsequent to the date of this AgreeTent.
7. Representations andV\Brranties.
(a) Set ler represents and warrants to Purchaser as fol ID^S:
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(i) Seller is a duly forrred and val idly existing ITUnicipal
corporation organized under the I~ of the State of Florida, and has ful I pOAer
and authority to 0Nn the Pranises and to conduct its business thereon, as it is
being conducted, and is qual ified under the I~ of the State of Florida to
conduct business therein;
(i i) Seller and the Camunitv Redeveloorent ~encv of the...Qjy~
Clearwater. Florida has the full legal right, ~r and authority to execute and
de liver th is .A{Jrearent and a II docurents naN or hereafter to be executed by
Seller pursuant to this .A{Jrearent (collectively, "Seller's Cbcurents"), to
cons~te the transaction contaTplated hereby, and to perform its obi igations
unde r the Se II e r ' s Cbcuren t s ;
(i i i) to Seller's knaNledge, there are no leases, I icenses or other
occupancy agrearents affecting any portion of the Pranises (collectively, the
"Leases"), except for the Leases described on the rent rol I attached hereto as
Exhibit "0" hereof (the "Rent Roll"). Seller represents to Purchaser that Seller
has agreed to no rraterial changes to the Leases except as rray be described in
Exh i bit "0" hereof. Purchaser acknaNl edges that Se II er has I imi ted knaNl edge of
the status of the tenancies affecting the Pranises and of the operations of the
Pranises, and that except for the I imited representations contained in this
Section 7(a)(iii), Purchaser is relying solely upon its 0Nn inquiries, as
heretofore and hereafter conducted by Purchaser, to determi ne the tenTS,
cond it ions and status of a II tenanc i es af fect i ng the Prani ses and of the
operations of the Pranises generally;
(iv) to Seller's knaNledge, there are no COntracts affecting the
prani ses except as set forth on Schedu I e 1 annexed hereto and rrade a part hereof;
(v) to Seller's knaNledge, there are no pending actions, suits,
proceedings or investigations to~ich Seller is a party or othenNise affecting
the Pranises before any court, GJvernrental A.ithority or othenNisewith respect
to the Pranises, and to Seller's knaNledge, Seller has received nowritten notice
franany GJvernrental A.ithority of any pending or threatened condeTnation of the
Pranises or zoning, bui Iding, fire or health code violations or violations of
other governrental requi rarents or regulationswith respect to the Pranises, nor
to Seller's knaNledge has Seller received any written notices fran insurers of
defects in the Pranises ~ich have not been corrected (collectively, ",Actions")
except as set forth on Schedule 2 annexed hereto and rrade a part hereof;
(vi) to Seller's knaNledge, there are no oral leases or other oral
occupancy arrangarents affecting any portion of the Pranises; and
(vi i) this .A{Jrearent does not contravene any provision of the city
charter or ordinances of Seller, any judgrent, order, decree, writ or injunction
issued against Seller, or any provision of any existing laNor regulation. The
cons~tion of the transactions contaTplated hereby wi I I not result in a breach
or constitute a default or event of default by Seller under any agrearent to
~ich Seller or any of its assets are subject or bound and wi I I not result in a
violation of any appl icable IaN, order, rule or regulation of any Gbvernrental
A.ithor i ty.
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kly references to "Seller's knewledge" or V\Ords of simi lar irrport shall be
I imited to the actual (as distinguished frOll irrpl ied, irrputed or constructive)
knewledge of Michael Wight and/or Peter G:>zza, the actual officel.s of Seller
charged with therranagarent responsibility for the Pr811ises, without inquiry or
investigation.
(b) Purchaser represents and warrants to Seller as follONS:
(i) \1\81 ter T. Knrnn Ventures, Incorporated~~_Purchaser
hereunder is a....Qyly forrred and val idlv existing corporation under the 1aM5~f the
State of Ohio and is authorized and qual ified under the 1aM5~ the State~
Flor ida to conduct business in the State of Flor ida on~ Date~~
hlrearent. Purchaser intends to assiqn its rights hereunder prior-1..o Closinq to
the Atr iun of Clearwater, Ltd. or another nEWlv forrred I imi ted partnership
(having \l\8lter T. Knmn or one--.m his corporate affi I iates~ the qeneral
partner) V\hich partnership wi II~ the date~ Closinq be_a duly forrred and
val idly existing I imited partnership organized under the 1aM5 of the State of
Flor ida and wi II haveJ'las full pal\.er and author i ty to CW1 its property and assets
and to conduct its business, as it is being conducted, and-i-s wi 11~_qual ified
under the 1aM5 of the State of Florida to conduct business therein on the date
of Closinq of this Agrearent;
( i i) Purchaser has the fu II I ega I right, pal\.er, author i ty and
financial abi I ity to execute and del iver this Agrearent and all docurents new or
hereafter to be executed by it pursuant to this Agrearent (collectively, the
"Purchaser's Ebcurents"), to consUllTBte the transact ions contErrp I ated hereby, and
to perform its obi igations under the Purchaser's Ebcurents. This Agrearent
constitutes, and upon their execution and delivery, the other Purchaser's
Ebcurentswi II constitute, the legal, val id and binding obi igations of Purchaser
and, subject to bankruptcy, insolvency, reorganization, nuratoriun and other
simi lar 1aM5 new or hereafter in effect relating to creditors' rights generally,
this Agrearent is, and the other Purchaser's Ebcurents wi I I be, enforceable
against Purchaser in accordance wi th thei r respect ive tenrs; and
(iii) on the date hereof, there are no pending actions, suits,
proceedings or investigations to V\hich Purchaser is a party before any court,
G:>vernTBnta I Author i ty or otherwi se V\h i ch rray have an adverse irrpact on the
transactions contErrplated hereby.
(c) The representations and warranties set forth in or rrade
pursuant to this Agrearent shal I r8TBin operative and shal I survive the Closing
and the execution and del ivery of the Deed for a period of six nunths fol lewing
the Closing Date, and no action based thereon shal I be camrrenced after such
per iod.
(d) f\btwithstanding anything contained herein to the contrary, the
aggregate I iabi I ity of Seller arising pursuant to or in connection with the
representations and warranties of Seller and/or the agrearents or certificates
or affidavits of Seller set forth in or del ivered pursuant to this Agrearent
and/or Seller's Ebcurents, shal I not exceed $350,000.
8. Closina Expenses.
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(a) All costs and expenses arising franthis transaction shall be
borne and paid by Purchaser, including but not limited to: (i) the state
docUTentary starps required to be affixed to the Deed; (i i) the ~er's title
insurance pol icy issued pursuant to the Title Gamnitrrent; (i i i) al I recording
costs for the Deed and Lease AssignTent; and (iv) al I costs of inspections of the
Pranises, neNor updated surveys of the Pranises, environTental audits and other
reports ordered by or on behalf of Purchaser relating to the Pranises.
(b) Purchaser and Seller shall be responsible for thei r ~
attorneys' fees and other closing costs V\hich are not expressly enUTerated
herein.
9. DocUTents to be Delivered~ Seller at Closinq. At the Closing,
Seller shall execute, acknONledge and/or del iver, as appl icable, the follONing
to Purchaser or the Title CaTpany:
(a) A Special V\Brranty Deed (the "Deed") conveying title to the
Prani ses.
(b) The AssignTent and Assurption of Leases and Security Deposits
in the form of Exhibit "E" annexed hereto and rrade a part hereof, assigning
vvithout ~rranty or representation, except as expressly set forth therein, al I
of Seller's right, title and interest, if any, in and to the Leases, all
guarantees thereof and the secur i ty depos its thereunder, if any (the "Lease
AssignTent") .
(c) The AssignTent and ftssurpt ion of Contracts and Licenses in the
form of Exhibit "F" annexed hereto and rrade a part hereof (the "Contract and
Li cense ftss i gnTent "), ass i gn i ng, to the extent sare are ass i gnab Ie, vvi thout
~rranty or representation, except as expressly set forth therein, all of
Seller's right, title and interest, if any, in and to (i) al I of the licenses,
permits, certificates, approvals, authorizations and variances issued fororvvith
respect to the Pranises by any GJvernTental Authority (collectively, the
"Licenses"); and (ii) all purchase orders, equiprent leases, advertising
agrearents, franchise agrearents, license agrearents, rranagarent agrearents and
service contracts and \l\arranties 'ff..~ating to the operation of the Pranises
(collectively, the "Contracts"). ,,_~tvvithstanding the foregoing, Purchaser
assUTeS no agrearents and no rights or obi igations under any agrearent bebNeen
Seller and Faison ftssociates all of V\hich agrearents shall be terminated.-bY
Seller at Closinq, if possible, but-LQ not event later than 3O~ after
closinq.
(d) To the extent in Seller's possession, executed counterparts of
al I Leases and any arendTents, guarantees and other docUTents relating thereto,
together vvith a schedule of al I security deposits paid by the tenants thereunder
and the accrued interest on each of such secur i ty depos its, if any, and a
separate official bank check payable to the order of the Purchaser, or a credit
to the Purchaser against the Purchase Price, in the aggregate amunt of the
security deposits under the Leases~ set forth-1D the Leases or-1D the various
Tenant estoooel letters) and the interest thereon, if any. In the event any cash
security deposits and the interest thereon are held by a bank, savings bank,
trust cOTpany or savings and loan association, at Seller's option, Seller shal I
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del iver to Purchaser, in I ieu of such checks or credit, an assignrent to
Purchaser of such deposits and interest and vvritten instructions to the holder
thereof to transfer such depos i ts and interest to Purchaser. Wi th respect to any
lease securities ~ich are other than cash, Seller shal I execute and del iver to
Purchaser at the Closing any appropriate instrUTents of assignrent or transfer.
(e) A bi II of sale in the form of Exhibit "G" annexed hereto and
rrade a part hereof (the "Bi II of Sa I e") convey i ng, transfer ring and se II i ng to
Purchaser vvi thout war ranty or representat ion, except as express Iy set forth
herein, to the extent assignable, al I right, title and interest of Seller in and
to al I Personal Property.
(f) Nbtices to the tenants of the Pranises in the form of Exhibit
"H" annexed hereto and rrade a part hereof advising the tenants of the sale of the
Pranises to Purchaser and directing that notices. rents and other pavrents
thereafter be sent to Purchaser or as Purchaser rray direct.
(g) (i) Copies of resolution of the City Ocrmnission of Seller
authorizing the execution, del ivery and performance of this Agre8TBnt and the
consU11ll'Btion of the transactions contarplated hereby, certified as true and
cor rect by the Ci ty CI erk or the Ass i stant Ci tv CI erk of the Se II er; and (i i) an
incUTbency certificate executed by the City Clerk or the Assistant City Clerk
vvi th respect to those off ice r s of Se II e r execut i ng th is Ag re8TBnt and any
docUTents or instrUTents executed in connection vvith the transactions
contarplated herein ~ simi lar evidence of the author i tv--.m the Ccmruni tv
RedeveI oonmt Agencv of theJd.1y of Clearwater. Flor ida of the purposes set forth
herein.
(h) To the extent in Seller's possession and not already located
at the Pranises, keys to al I entrance doors to, and equiprent and uti I ity r00T5
located in, the Pranises.
(i) To the extent in Seller's possession and not already located
at the Pranises, al I Licenses.
(j) To the extent in Seller's possession, executed counterparts of
all Contracts and all warranties in connection therewith ~ich are in effect on
the Closing Date and ~ich are being assigned by Seller.
(k) A "FIRPTA" affidavit SVIOrn to by Seller, in customry form.
Purchaser acknONledges and agrees that upon Seller's del ivery of such affidavit,
Purchaser shall not vvithhold any portion of the Purchase Price pursuant to
Sect ion 1445 of the Internal Revenue Code of 1986, as arended, and the
regulations prarulgated thereunder.
( I ) A "(3l\P" and "Nb-Li en" aff idav it, in customry form.
(m) A c I os i ng stat8TBnt (the "CI os i ng Stat8TBnt"), in custom ry
form, providing for the prorat ions and adjustrrents set forth herein and the other
rronetary obi igations stated herein to be an obi igation of either of the parties
hereto.
9
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.
(n) All other docurents Seller is requi red to del iver pursuant to
the prov is ions of th is ,Agreerent ' i nc I ud i no but not I imi ted-19-.ill1 ass i Qrrrent~f
the insurance proceeds for the elevated garaoe ~I~v~ referred~o-1D the
.Addendun and all rranagerent and histor ical operat ing inforrrat ion and records-1Q.r
the current and al I prior years in Seller's possession or-1D the possession~
any of Seller's aoents.
10. Docurents to Be Del iveredJQy Purchaser at Closing. At the Closing,
Purchaser shall execute, acknewledge and/or del iver, as appl icable, the follewing
to Seller:
(a) The Purchase Price payable at Closing pursuant to Section 2
hereof, subject to apportiorrrents, credits and adjustrrents as expressly provided
in this ,Agreerent.
(b) (i) COpies of al I consents and authorizations of Purchaser
authorizing al I the transactions contaTplated by this ,Agreerent, al I certified
as true and correct by a duly appointed representative of Purchaser; and (i i) an
incUTbency cert i f icate executed by an appropr iate party wi th respect to the
person executing this ,Agreerent on the part of the Purchaser.
(c) The Lease Assigrrrent.
(d) The COntract and License Assigrrrent.
(e) The Closing Staterent.
(f) An opinion of the attorney for Purchaser to the effect that (i)
all necessary consents and authorizations of Purchaser with respect to the
transactions contaTplated herein have been obtained, (i i) this ,Agreerent and the
other docurents executed and de I ivered by Purchaser in connect ion herewi th
constitute the legal, val id and binding obi igations of Purchaser in accordance
with their respective terms, and (i i i) the person executing this ,Agreerent and
any other docurents executed and de 1 ivered in connect ion herewi th is du I y
authorized to do so.
(g) AI I other docUTents Purchaser is required to del iver pursuant
to the provisions of this ,Agreerent.
11. Tax ProceedinQs.
With respect to all tax years prior to the Closing, Seller is hereby
authorized to camrrence, continue and control the progress of, and to rrake al I
dec i s ions wi th respect thereto, any proceed i ng or proceed i ngs, w,ether or not new
pending, for the reduction of the assessed valuation of the Pranises, and, in its
sole discretion, to try or settle the SaTe. AI I net tax refunds and credits
attributable to any tax year prior to the tax year in w,ich the Closing occurs
shall belong to and be the property of Seller. Purchaser agrees to cooperate
wi th Se II er, at Se II er' s cost and expense, in connect i on wi th the prosecut i on of
any such proceedings and to take al I steps, w,ether before or after the Closing
Date, as rray be necessary to carry out the intent ion of the foregoing, including,
wi thout I imi tat ion, the del ivery to Seller, upon dernnd, of any books and
10
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!" t '--.l
records, including receipted tax bi I Is and canceled checks used in paYT8nt of
such taxes, the execution of any and al I consents or other docUTents, and the
undertaking of any act necessary for the collection of such refund by Seller.
The provisions of this Section 11 shal I survive the Closing.
12. As-Is.
(a) Purchaser acknowledges and agrees that, as noted in Section 7
hereof, Seller has I imited knowledge as to the status of the Leases, COntracts
and the general operations at and physical condition of the Pranises, and that
Se II er has I imi ted knowl edge as to the adequacy, accuracy and cmp I eteness of any
rraterials suppl ied by Seller to Purchaser with respect to the Pranises
(collectively, the "Project Inforrration"). All data, reports and other
inforrration contained in the Project Inforrration are expressly subject to change,
er rors and ani ss ions. Wl i lese II er has no actua I knowl edge of any er ror or
inaccuracy in any of the Project Inforrration, Seller expressly disclairrs any
warranty or representation, express or irrpl ied, as to the accuracy or
cmpleteness of the Project Inforrration. Without I imiting any of the other
tenrs, provisions or conditions of this .A9rearent, Seller and Purchaser
acknowl edge that Carteret Sav i ngs Bank, F .A. ("Carteret ") has been taken over by
the Resolut ion Trust COrporat ion and the Resolut ion Trust COrporat ion rray
repudiate Seller's lease with Carteret (the "Carteret Lease") at any tirre. The
repudiation or fai lure to repudiate the Carteret Lease shal I have no irrpact or
effect upon any of the tenrs, provisions or conditions of this .A9rearent nor
shall the repudiation or fai lure to repudiate the Carteret Lease change or affect
the Purchase Pr ice. Further, Seller does hereby expressly disclaim any and all
warranties of rrerchantabi I ity and fitness with respect to the Pranises or any
portion thereof. Purchaser shall rely solely upon its CW1 investigations,
inqui r ies and due di I igence pr ior to the Closing in order to determine the status
of the Pranises and its suitabi I ity for Purchaser's intended uses.
(b) Purchaser acknowledges that Purchaser has had the opportunity
prior to the execution of this contract to inspect the Pranises and be core fully
fani I iar with the physical condition and state of repai r of the Pranises.
Purchaser acknowledges and agrees that at Closing it wi I I be accepting title to
the Pranises on an "as-is" basis. Purchaser agrees to rely Wlol Iy on its CW1
inqui ry and investigation to determine therrerits, usefulness and suitabi I ity of
the Pranises, the financial condition of the Pranises and the qual ity and extent
of construction of the Irrprovarents. Ulless expressly provided otherwise herein,
in no event shal I Seller have any obi igation to rrake or effect any repairs or
irrprovarents to the Pranises or to obtain any zoning variances, platting, or
other goverrrrental approvals relating to the Pranises. This .A9rearent, as
written, contains all the tenrs of the agrearent entered into betv\.een the parties
as of the date hereof, and Purchaser acknowledges that neither Seller nor any of
its agents, arployees or representatives, hasrrade any representations, or held
out any inducarents to Purchaser, other than those, if any, herein expressed.
Without I imiting the general ity of the foregoing, Purchaser has not rei ied on any
representations or warranties, and Seller and its respective agents, officers,
arployees or representatives have not and are not willing to rrake any
representations or warranties, express or irrpl ied, other than asrray be expressly
set forth herein, as to any rratter, including, without I imitation, (a) the
current or future real estate tax I iabi I ity, assessrent or valuation of the
11
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,
PrBllises; (b) the potential qual ification of the PrBllises for any and all
benefits conferred by any I~ ~ether for subsidies, special real estate tax
treatrrent, insurance, rrortgages, or any other benefits, ~ether simi lar or
dissimi lar to those enurerated; (c) the carpi iance of the PrBllises in its current
or any future state, with appl icable envirorrrental I~ and regulations or zoning
ordinances and the abi I ity to obtain a change in the zoning or a variance in
respect to the PrBllises' non-carpi iance, if any, with said zoning ordinances; (d)
the avai labi I ity of any financing for the purchase, alteration, rehabi I itation
or operation of the PrBllises fran any source, any Gaverrrrental Authority or any
lender; (c) the current or future use of the PrBllises, including, but not limited
to, the PrBllises' use for camrercial, rranufacturing or general office purposes;
(f) the present and future condition and operating state of any Personal Property
and the present or future structural and physical condition of the Sui Idings or
thei r suitabi I ity for rehabi I itation or renovation; and (g) Seller's carpi iance
wi th any I ~ issued 0 r p raru I gated by any Gave rrrrent a I Autho r i ty and any
Violations thereof. Purchaser acknONledges that Seller has afforded Purchaser
the opportunity for ful I and carplete investigations, exaninations and
inspections of the PrBllises. Seller shal I not be I iable or bound in any rranner
by any verbal or written "setups" or inforrration pertaining to the PrBllises or
the rents furnished by Seller or Seller's agents, arployees, representatives, any
real estate broker or other person. Purchaser's acceptance of the Deed shal I be
a d i scha rge of a II of the ob I i gat ions of the Se II e r he reunde r except such as rray
be expressly required to survive the del ivery of the Deed under this AgreSTent
or ~ i ch by the i r tenrs as descr i bed in th is AgreSTent are to be perforrred after
the Closing. This Section 12 shal I survive the Closing. ~
(c) The parties acknONledge that the ~I~y canopy bebNeen the
bui Iding and the parking garage has suffered darage. Seller agrees to assign to
Purchaser a II of the Se II er' s rights to the sun of $50,000 ~ i ch has been
depos i ted in escrON wi th the Mi ani I aN f inn of W3 ii, Gatsha I & Mmges for the
purpose of funding the repair of said darage to pre-stonncondition, pursuant to
and subject to the tenrs of an escrON agreSTent dated Nbrch 29, 1993, by and
be1.w3en Nbria Real Estate, Inc., and the City of Clearwater, Florida. Any
disbursSTents franthe escrONwil1 be on tenrs and conditions set forth in said
EscrON AgreSTent, including without I imitation the subnission by Purchaser of
estirrates and invoices for the repair, ~ich estirrates and invoices shal I be
subject to the prior approval of Nbria Real Estate, Inc.
(d) The parties shal I enter into a separate agreSTent providing
that Purchaser shal I have the right of access to and rraintenance of the ~I~y
be1.w3en the bui Iding and the parking garage, the right to control access to the
~I~y, and an easSTent to rraintain the ~I~y over the pub I ic street
separating the bui Iding and the parking garage. The fonn of such agreSTent is
or wi II be attached hereto as Exhibi t "I."
13. Broker.
Purchaser shall pay all brokerage ccnmission due and payable to the Justice
Corporat ion pursuant to a separate agreSTent be1.w3en Purchaser and Just ice
Corporation, to be paid outside of closing.
~henNise, each party represents to the other that it has dealt with no
12
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real estate broker, sales persons or finder in connectionvvith the transactions
described herein, except as aforesaid, Each party hereto agrees to indamify,
defend and hold the other harmless fran and against any and al I clairrs, causes
of action, losses, costs, expenses, darages or I iabi I ities, including reasonable
attorneys' fees and d i sbursarents, Wl i ch the other rray susta i n, incur or be
exposed to, by reason of any claimor clairrs by any broker, sales person, finder
or other person, for fees, cannissions or other cOTpensation arising out of the
transactions contarplated in this.A9rearent if such claimor clairrs are based in
WlO I e or in part on dea lings or agrearents vvi th the i ndam i fy i ng party.
The obi igations and representations contained in this Paragraph 13 shal I
survive the termination of this .A9reBTent and the Closing.
14. Access to Records.
For a period of five (5) years subsequent to the Closing Date, Seller's
arployees, agents or representatives shal I be entitled to access during business
hours to al I docUTents, books and records given to Purchaser by Seller at the
Closing for tax and audit purposes, regulatory cOTpI iance, and cooperationvvith
governrental investigations upon reasonable prior notice to Purchaser, and shall
have the right, at Se II e r 's cost and expense, to rrake cop i es of such docUTents,
books and records. As used in th is Paragraph 14 on Iy, "Se II er" i nc I udes the Ci ty
of Clearwater and IVBria Real Estate, Inc., predecessor in title to the City of
Clearwater. The rights of IVBria Real Estate, Inc., and its arployees, agents or
representatives under this paragraph shall terminate onlVBrch 29,1998, the fifth
anniversary of the closing date betNeen the City of Clearwater and IVBria Real
Estate, Inc.
15. f\bt ices.
All notices, elections, consents, approvals, darands, objections, requests
or other camrrunications Wlich Seller or Purchaser rray be required or desire to
give pursuant to, under or by virtue of this .A9reBTent rrust be in vvriting and
sent by (a) first class U. S. certified or registered rrail, return receipt
requested, vvith postage prepaid, (b) telecopier (vvith receipt confinred), (c)
reputable express rrai I or courier (next day del ivery) or (d) personal del ivery
(rece i pt acknOJVI edged in vvr i t i ng), addressed as fo II aM):
I f to Se II er :
Mi chae I V\k i gh t, C i tv IVBnage r
Ci tv of CI earwater
P. O. Box 4748
Clearwater, Florida 34618
M.A. Galbrai th, Jr., Ci ty Attorney
Ci ty of CI earwater
P. O. Box 4748
Clearwater, Florida 34618
vvi th copy to:
.AN)
I f to Purchaser: \NIl ter T. Knnm
985 Bathe I !bad
Co I urbus, 01 i 0 43220
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with copies to: \/\BIter J.lVBckey, Jr.
921 Chathan Lane, Suite 110
Co I UTbus, Ol i 0 43221
and
\/\BIter J. IVBckey, Jr.
1601 Forun Place, Suite 805
~st Palm Beach, Florida 33401
Seller or Purchaser rray designate another addressee or change its address
for notices and other camrrunications hereunder by a notice given to the other in
the rranner provided in this Section. A notice or other camrrunication sent in
carpi iancewith the provisions of this Section shall be deared given and received
on (i) the second business day fol IONing the date it is deposited in the U. S.
rra ii, or (i i) the date it is rece ived by the other party if sent by express rra ii,
telecopier, courier, or personal del ivery.
16. Mi sce I I aneous .
(a) This Agrearent shall not be altered, aranded, changed, waived,
terminated or othenNise rrudified in any respect or particular unless the sara
shall be in wr i t ing and signed by or on behal f of the party to be charged.
(b) This Agrearent shal I be binding upon and shal I inure to the
benefit of the parties hereto and to their respective heirs, executors,
adninistrators, successors and assigns.
(c) All pr ior statarents, understandings, representat ions and
agrearents betv\.een the parties, oral or written, are superseded by and rrerged in
this Agrearent, \l\hich alone fully and carpletely expresses the agrearent betv\.een
than in connection with this transaction and \l\hich is entered into after full
investigation, neither party relying upon any statarent, understanding,
representation or agrearent rrade by the other not aTbodied in this Agrearent.
This Agrearent shal I be given a fair and reasonable construction in accordance
with the intentions of the parties hereto, andwithout regard to or aid of canons
requiring construction against Seller or the party drafting this Agrearent.
(d) Except as othenNise expressly provided herein, all of Seller's
representations, warranties, covenants and agrearents herein shal I rrerge in the
docurents and agrearents executed at the Closing and shall not survive the
Closing.
(e) Purchaser agrees that it does not have and wi I I not have any
clairrs or causes of action against any disclosed or undisclosed officer or
mployee of Seller, arising out of or in connection with this Agrearent or the
transactions contmplated hereby. Purchaser agrees to look solely to Seller and
its assets for the satisfaction of any I iabi I ity or obi igation arising under thi.s
Agrearent or the transactions contmplated hereby, or for the performance of any
of the covenants, warranties or other agrearents contained herein, and further
agrees not to sue or othenNise seek to enforce any personal obi igation against
any off icer or mployee of the Seller with respect to any rratters ar ising out of
or in connection with this Agrearent or the transactions contmplated hereby.
14
. ",
VV1thout I imiting the general ity of the foregoing provisions of this Section 16,
Purchaser hereby unconditionally and irrevocably ~ives any and al I clairrE and
causes of action of any nature ~atsoever it rray nON or hereafter have against
Se I I e r ' s 0 ff i ce r sand arp I oyees , and he r eby uncond i t i ona I I y and i r r evocab I y
re I eases and discharges Se II er' s off i cers and arp I oyees f ran any and a II
I iabi I ity ~atsoever ~ich rray nON or hereafter accrue in favor of Purchaser
against Seller's officers and arployees, in connection with or arising out of
this AgreBTent or the transactions contarplated hereby.
(f) Nb fai lure or delay of either party in the exercise of any
right given to such party hereunder or the waiver by any party of any condition
hereunder for its benefit (unless the tirre specified herein for exercise of such
right has expired) shal I constitute a waiver of any other or further right nor
shal I any single or partial exercise of any right preclude other or further
exercise thereof or any other right. Nb waiver by either party of any breach
hereunder or fai lure or refusal by the other party to carplywith its obi igations
shall be deBTed a ~iver of any other or subsequent breach, fai lure or refusal
to so carply.
(g) This AgreBTent rray be executed in one or rrore counterparts,
each of ~ich so executed and del ivered shall be deBTed an or iginal, but all of
~ich taken together shal I constitute but one and the SaTe instrUTent.
(h) The capt ion headings in this AgreBTent are for convenience only
and are not intended to be a part of this AgreBTent and shal I not be construed
to rrodify, explain or alter any of the terms, covenants or conditions herein
contained.
(i) This AgreBTent, having been draNn and negotiated in the State
of Florida, shall be interpreted and enforced in accordance with the laNS of the
State of Florida, and Seller and Purchaser hereby agree to subnit to personal
jurisdiction in the State of Florida in any action or proceeding arising out of
this AgreBTent. Seller and Purchaser agree that any such action or proceeding
shal I be brought in any federal, state or local court, as the case rray be,
located in the COunty of Pinel las and State of Florida.
(j) In the event of any I itigation arising out of or connected in
any rranner wi th th is AgreBTent, the non-preva i ling party sha II pay the costs of
the prevai I ing party, including its reasonable counsel and paralegal fees
incurred in connection thereNith through and including al I other legal expenses
and the costs of any appeals and appel late costs relating thereto. ~erever in
this AgreBTent it is stated that one party shall be responsible for the
attorneys' or counsel fees and expenses of another party, the SaTe shall
autarat i ca II y be deBTed to i nc I ude the fees and expenses in connect i on wi th a II
appeals and appel late proceedings relating or incidental thereto. This section
shal I survive the Closing or the termination of this AgreBTent.
(k) The use of any gender shal I include al I other genders. The
singular shal I include the plural and vice versa.
(I) AI I of the Exhibits and Schedules Presentlv~-19 be_annexed
hereto are or shal' be incorporated herein by reference and form part of this
15
, ' ."1 )
AgreaTent and the Addendun attached hereto.
(m) Use of the V\Ords "here i n, II "hereof," "hereunder" and any other
V\Ords of simi lar irrport refer to this AgreaTent as a \/\hole and not to any
particular article, section or other paragraph of this AgreaTent unless
specifically noted othenNise in this AgreaTent.
(n) This AgreaTent shal I not be deaTed to confer in favor of any
third parties any rights \/\hatsoever as third-party beneficiaries, the parties
hereto intending by the provisions hereof to confer no such benefits or status.
(0) ~enever this AgreaTent cal Is for or contarplates a period of
tirre for the performance of any term, provision or condition of this AgreaTent,
all of the days in such per iod of t irre shall be calculated consecut ively wi thout
regard to \/\hether any of the days fal I ing in such period of tirre shal I be a
Saturday, Sunday or other non-business day; provided, h~ver, if the last day
of any such tirre period shal I happen to fal I on a Saturday, Sunday or other non-
business day, the last day shal I be extended to the next succeeding business day
irnrrediately thereafter occurring.
(p) FrOll and after the Closing Date, each party, upon darand and
at the party's aI\I1 cost, wi II execute and del iver anywritten further assurances
that are necessary, convenient or desirable to evidence, contarplate, perfect or
in caTbination thereof, the transactions contarplated by this AgreaTent so long
as no further assurance operates to irrpose any neNor additional I iabi I ity upon
any party. The parties shall perform all other acts that are necessary,
convenient or desirable to any such purpose, so long as no neN or additional
I iabi I ities are incurred. This Section shal I survive the Closing.
(q) TIt P.ARr1 ES H:RElO [X) .-EREBY KN:}\IJN3LY, \OLLNf.AR1 LY,
INf8'JTIO\Il\LLY,l\N) IFH:\.a:A.BLY\MIVE IN( RIG-ff IN( PMTY WAY HA.VE 10 A JlRy' lRlAL
IN EVERY' JLRISJICfIO\J IN IN( tCflO\J, PRX:EEDIN3 rn <I1.NrEFOAIM 8Rl13-fT BY E ITItR
a= TIt P.ARr I ES I-ERETD /JCA.I r\6T ll-E Oll-ER rn ll-E I R RESPECT IVE s...a:Es:r::ffi rn ASS I CN3
IN RESPECT a= IN( WATTER .ARISIN3 0Jr a= rn IN CIJ.N:CT1O\JVv1lH lHlS tG1EBVENT rn
IN( Oll-ER axI.NENf EXEOJfED,l\N) ll:L IVERED BY E Ill-ER PMTY IN CIJ.N:CT IO\J ll-ERBNllH
( II\CLLDIN3, Vv1lHl1r L1MITATIO\J, IN( tCflO\J 10 RE3:IN) rn CAf\CEL lHlS ~EBVENT,
,l\N) IN( CLAIIVS rn ll:F8\SES ASSERrIN31HA.T lHlS ~BVENT\I"AS FRAlO.JL8'JTLY 1t\D.1ID
rn ,Oll-ERIVI SE \0 I D rn \0 I D6BLE). lH I S \MIVER I S A WATER IAL I r\fi.C8V8\IT FCR EPO-I
P.ARTY 10 8'JTER INTO lH I S ~8VENT.
(r) If any provision of this AgreaTent shal I be unenforceable or
inval id, the sara shall not affect the remining provisions of this Agrearent and
to this end the provisions of this Agrearent are intended to be and shal I be
severable.
(s) This Sale-Purchase AgreaTent is subject to the tenrs and
condit ions set forth in an Addendun hereto and dated as of the date ofth is
AgreaTent, \/\h i ch Addendun sha II preva i I in the event of any conf I i ct betv\een any
provision set forth therein and any provision of this AgreaTent. Unless the
context clearly indicates othenNise, a reference to this AgreeTent includes a
reference to the Addendun hereto and al I of its tenrs and conditions.
16
, .
( t) T YPeM i tt en 0 r handNr i tt en p r ov i s ions i nse r t ed i nth i s ,Ag r earen t
or in the Exhibits annexed hereto (and initial led by the parties) shal I control
al I printed provisions in confl ict thereNith.
(u) Each party hereto acknONledges that al I parties hereto have
participated equally in the drafting of this ,Agrearent and that accordingly no
court construing this ,Agrearent shal I construe it rrore stringently against one
party than the other.
IN VV1TN:SS w-ERECF, th i s ,Agrearent has been du I y executed by the part i es
hereto as of the day and year first above ~itten.
.Approved as to form
and correctness:
r
I'Unt: W,+nes;s
d~M CliVIL
~.d~.
SELLER:
CLEPRI'ATER, FLffi I [)6.
By:
Attest:
. -- ....~
R..R:J-I6SER :
S, II\IDRFATED
<D.M.N IlY RHEv'ELCJMNr f:GN)( 0=
ll-E CllY ')O=/'?-, ~~'" FLffiI[)6.
By: ()~ din,.0. t!
Arthur X. Deega, I
Chairperson \
By /7,MA ~/
~---rer~/ --
Executive Director
17
EXHIBIT "A"
LEGAL DESCRIPTION OF THE LAND
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public
Records of Hillsborough County, Florida of which Pinellas county
was formerly a part, less road right-of-way, together with that
portion of said Block "13" which was formerly an alley, running
East and West through said Block "13", also vacated railroad
right-of-way described as follows: Begin at Southeast corner of
said Lot 2, Block "13", run thence East, along the Northerly
right-of-way of Park street, 60.18 feet thence Northerly along
the Easterly right-of-way line of said railroad right-of-way also
the West lines of Lots 7 & 8, Block "20" of said GOULD AND EWINGS
1ST AND 2ND ADDITION, 229.0 feet more or less to the Southerly
right-of-way line of Cleveland Street; thence West, along the
said right-of-way line; 60.18 feet thence along the Westerly
right-of-way line of said railroad right-of-way line also the
Easterly line of Lots 2 and 3, Block "13", of said GOULD AND
EWINGS 1ST AND 2ND ADDITION, 228.93 feet more or less to the
Point of Beginning. All being in section 16, Township 29 South,
Range 15 East, Pinellas County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said
GOULD AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly
right-of-way of Park Street (Park Avenue - Plat) (A 60 foot
right-of-way), North 89045'53" West, 110.22 feet to the Southwest
corner of Lot 1, Block 13 of\sa~d GOULD AND EWINGS 1ST AND 2nd
ADDITION; thence along the Eastern right-of-way of South Garden
Avenue North 00002'16" East 227.94 feet to the apparent Southerly
right-of-way line of Cleveland street as it now exists; thence
South 89050'01" East 189.03 feet to the Easterly line of the
vacated S.C.L.R.C. right-of-way; thence South 04042'26" West
228.86 feet (229.00 feet, Deed) to the Northerly right-of-way of
Park Street (Park Avenue - Plat) (A 60 foot right-of~way); thence
North 89045'53" West, 60.18 feet to the Point of. Beginning.
A-1
~
EXHIBIT "B"
LEGAL DESCRIPTION OF AIR SPACE
All those volumes of air space situate in the city of Clearwater,
pinellas County, Florida, containing the third and fourth floors
of a parking garage structure and the ramp leading from the
second floor to the third floor thereof, as described in Parcels
I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public
Records of Hillsborough county, Florida of which pinellas County
was formerly a part, as a point of reference; thence North
89045'53" West, along the Southerly right-of-way of Park Street
(Park Avenue - Plat) (A 60 foot ri9ht-of-way) 218.94 feet; thence
South 00014'07" West, 15.00 feet to a point on the face of a
precast concrete wall, said point being the point of beginning;
thence continue along the face of said wall South 89045'53" East,
189.21 feet; thence South 00014'07" West, 206.42 feet; thence
North 89045'53" West, 94.38 feet to point "A" for convenience;
thence North 89045'53" West, 94.83 feet to the intersection of
the face of said precast concrete wall and the face of a masonry
wall; thence North 00014'07" East, 206.42 feet to the point of
beginning.
The lowest limits of said air space being the bottom of the
support beams for the third floor of the parking garage at the
lowest level of said beams, having an elevation of 43.71 feet.
The upper limits of said air space being an elevation of 64.21
feet elevations referenced to National Geodetic vertical Datum of
1929, Mean Sea Level - 0.00.
PARCEL II:
.
Commence at the aforedescribed point "A" as a point of reference;
thence North 00014'07" East, 184.21 feet to the point of
beginning of a 63.00 foot strip being 31.50 feet on each side of
the following described line; thence South 00014'07" West 162.0
feet to the point of termination.
The lower limits of said air space being an inclined plane along
the bottom of the support beams for the ramp leading from the
second to third floors of the parking garage. Tbe lower point of
which is the point of beginning having an elevation of 35.71
feet; the upper point of which is the Southerly boundary thereof
having an elevation of 43.71 feet.
The upper limits of said air space being the lower limits of
Parcel No. I above described.
B-1
.
"
EXHIBIT "C"
PERMITTED ENCUMBRANCES
1. Rights of parties in possession not shown by the public
records.
2. Taxes for the year 1993 and taxes or special assessments
which are not shown as existing liens by the public records.
3. Any claim that any portion of the Premises are sovereign
lands of the state of Florida, including submerged, filled
or artificially exposed lands and lands accredit to such
lands.
4. Encroachments, overlaps, boundary line disputes, and any
other matters which would be disclosed by an accurate survey
and inspection of the premises, provided same do not
materially affect marketability of title.
5. Easements or claims of easements not shown by the public
records.
6. Development Agreement recorded october 30, 1984 in Official
Records Book 5868, Page 1530, and Amendment in Official
Records Book 5868, Page 1543; Conditional Assignment thereof
recorded December 11, 1984 in Official Records Book 5893,
Page 662 and Assignment and Assumption as recorded January
19, 1988 in Official Records Book 6664, Page 823 and Consent
thereof as recorded August 10, 1988 in Official Records Book
6809, Page 250, all of the Public Records of pinellas
County, Florida.
7. Easement to Florida Power corporation recorded August 29,
1985 in Official Records aook 6064, Page 447 of the Public
Records of pinellas County, Florida.
8. Easement as Reserved in Warranty Deed recorded in Official
Records Book 6408, Page 1087 of the Public Records of
Pinellas County, Florida.
9. Notice as recorded on January 29, 1992 in Official Records
Book 7797, Page 2263, of the Public Records, of pinellas
County, Florida.
C-1
.
.
, .
~ . r I
OOIBIT "E"
R:RII CF ASS ICNJENf Pf\D AS:lNPT ICN
CF L~S. TB'JON: I ES Pf\D SEO..R 11Y Cl:F031 TS
The CI1YCF CL~TER, FUJRIDA, a Florida rrunicipal corporation, having
an of f ice at 112 South Osceo I a Avenue, CI eal'W3ter, F lor ida 34616 ("Ass i gnor") ,
in consideration of the sun of Ten Dollars ($10.00) and other good and valuable
considerat ion paid by \MLTER T. KR..MJI VENTlRES. IN:mfCRl\TID and/or AlRlLM AT
CL~TER, LTD., A FLrnIDA L1MITID PftR1T\ER:HIP. having thei r-principal offices
at 985 Bethel Road. ColUTbus. Ohio. 43220
("Assignee") does hereby assign, transfer and set
over to Assignee, to the extent assignable, al I of Assignor's right, title and
interest in and to al I leases and tenancies affecting the real property located
in Pinellas County, Florida, rrore particularly described on Exhibit "A" hereof,
including, without I imitation, the leases and tenancies set forth on Exhibit "B"
attached hereto and incorporated herein by reference (collectively, the
"Leases"), together with all security deposits and accrued interest thereon, if
any, he Id by Ass i gnor wi th respect to such Leases, as descr i bed on Exh i bit "C"
hereof (collectively, the "Security Deposits"), and also together with all rents,
inccrre and prof i ts \/\hich rmy beccrre due and aNing under the Leases for the per iod
on and after the date hereof.
Assignor represents and warrants to Assignee that Assignor has full legal
right, pooer and authority to execute and deliver this Agrearent and to
consumrrate the transactions contarplated hereby.
Assignee, by its execution of this Agrearent, does hereby assure all
obi igations and I iabi I ities of the lessor under each of the Leases arising on and
after the date hereof including, without I imitation, the obi igation, if any, to
refund to tenants the Security Deposits and Assignee does hereby further assure
all tenant irrprovarent costs, leasing cmmissions and cash concessions respecting
the Leases, both (i) arising prior to and on and after the date hereof, and (i i)
as otherwi se set forth on Exh i bi t "0" hereof, but on I y to the extent that such
tenant irrprovarent costs, leasing cmmissions and cash concessions are set forth
in the tenant's lease and/or in an estoppel letter del ivered to Purchaser before
Closing.
E-1
,
,!; ,
.
.
IN,^"TT\ESSV'fERECF, Ass ignor and Ass ignee have du Iy executed and de livered
this AssignTent this day of , 1993.
Q,untersigned:
Ri ta Garvey
~yor-Ocrmnissioner
WI tnesses:
Pr i nt nare
Pr i nt nare
PSS I (]\ffi:
C IlY a= CLEM^ATER, FLCR I [)/\
By:
Michael J. Wight
Ci ty ~nager
Attest:
Cynthia E. Goudeau, City Clerk
Approved as to form and correctness:
M. A. Galbrai th, Jr. Ci tv Attorney
PSSIG\EE:
AlRlLM AT CLEM^ATER, LID.
BY: AlRlLM AT CLEM^ATER, IN:.,
A c:a-.EfW. p,ARTT\ER
By:
President
Attest:
Secretary
E-2
.
.
"
~L 1 ... :tl .-'
$fATE Cf FLCRIOA. )
cn.NTY Cf PI N:LlPS
BEFCRE \VE personally appeared Rita Garvey, the lVByor-Ccnmissioner of the above-
nared c i tv, MO ackncwl edged that she executed the forego i ng i nst rurent. 91e is
personally knONn to rre and did not take an oath.
W1ll\ESS rTly' hand and off i cia I sea I th is
1993.
day of
Print/Type Nare:
NJtary Pub I ic
$fATE Cf FLCRIOA. )
cn.NTY Cf PI N:LlPS
BEFCRE \VE personally appeared Michael J. Wight, the Ci ty IVBnager of the above-
nared city, MO ackncwledged that he executed the foregoing instrurent. He is
personally knONn to rre and did not take an oath.
W11T\E$ rTly' hand and of f i cia I sea I th is
1993.
day of
Pr intlType Nare:
NJtary Publ ic
E-3
-
,
. . .4 I
Sf ATE a=
cn.NlY a=
The forego i ng i nst rurent was ackncwl edged before rre th is day of
1993, by and
, President and Secretary of the AlRlLM AT
CLEMMTER, I!\C., A C?B\EFW.. PMThER a= AlRlLM AT a...EMMTER, LID., on beha I f of
the corporation. He/she is personally knONn to rre or has produced
as identification and did not take an oath.
f\btary Pub I i c
~ Ganmission Expires:
E-4
,~ .
~,
"
.,
OOIBIT "F"
p.ffi1CNJ8'IT Pf\D ~ ICN a= LICENSES Pf\D ~S
The CllY a= CLEMMTER, FLffi I D6., a Flor ida rrunicipal corporat ion, having
an office at 112 South Osceola Avenue, ClealV\.6ter, Florida 34616 ("Assignor"),
in consideration of the sun of Ten Dollars ($10.00) and other good and valuable
considerat ion paid by AlRlLMAT CLEMMTER, LID., A FLffiID6. LIMITED p.ARTf\EF&lIP,
having an office at
("Ass ignee") , does he reby ass ign,
transfer and set over to Assignee, to the extent assignable, al I of Assignor's
right, title and interest in and to all licenses, pennits, certificates,
approva Is, author i zat ions and var i ances (co II ect ive Iy, the "Li censes") issued for
or vvith respect to, the construction, developTent, rranagarent, rraintenance and
operations of al I or any portion of the real property located in Pinel las COunty,
Florida, ITOre particularly described on Exhibit "A" annexed hereto and rrade a
part hereof, together vvith al I of Assignor's right, title and interest, to the
extent assignable, in and to the purchase orders, equipTent leases, advertising
agrearents, franchise agrearents, license agrearents, rranagarent agrearents and
service contracts, if any, as are described on Exhibit "B" annexed hereto and
rrade a part hereof (collectively, the "COntracts").
Assignor represents and~rrants to assignee that Assignor has ful I legal
pO^er and authority to execute and del iver this Agrearent and to consumrrate the
transactions contarplated hereby.
Assignee, by its execution of this Agrearent, does hereby assure all
obi i gat ions or I i abi lit i es of Ass ignor ar is ing on and after the date hereof under
each of the Licenses and COntracts.
F-1
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.
, ". .
. '\ :1 "
INV\t1ThESSw-ERB:F, Assignor and Assignee have duly executed and del ivered
this Assignrent this day of , 1993.
Countersigned:
/iS31 CN:R:
C IlY CF ClEPPMTER, FLffi I D\
Ri ta Garvey
NByor-Ocrnnissioner
By:
Michael J. Wight
City NBnage r
Attest:
WI tnesses:
Cynth ia E. (i)udeau, Ci ty CI erk
Approved as to form and correctness:
Pr i nt nare
M. A. Ga I bra i th, Jr. Ci ty Attorney
Print nare
r
/iS31CN:E:
AlRllM AT ClEPPMTER, LID.
BY: AlRllM AT CLEPPMTER, IN:.,
A G3'BW.. P.AR1l\ER
By:
President
Attest:
Secretary
F-2
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r
"l~ t J -'
STATE a: FLffiID\
CD.NTY a: PI f\ELLAS
BEFffiE IVE personally appeared Rita Garvey, the lVByor-Onmissioner of the above-
nared city, WlO ackncwl edged that she executed the forego i ng i nst rUTent. She is
personally knD^n to rre and did not take an oath.
W1lT\ESS rrv hand and off i cia I sea I th is
1993.
day of
Print/Type NaTe:
N:>tary Pub I i c
STATE a: FLffi I D\ )
CD.NTY a: PI f\ELLAS
BEFffiE IVE persona II y appeared Mi chae I J. Wr i ght, the Ci tv IVBnager of the above-
nared city, WlO ackncwledged that he executed the foregoing instrUTent. He is
personally knD^n to rre and did not take an oath.
W1lT\ESS rrv hand and off i cia I sea I th i s
1993.
day of
Pr i nt /Type NaTe:
N:>ta ry Pub I i c
F-3
'- '
,
.. [ . J \
STATE a=
CD..NTY a=
The forego i ng i nst n.rrent was ackncwl edged before rre th is day of
1993, by and
, President and Secretary of AlRlLMAT CLEM^ATER,
IN:., A CE\ERAL p~R a= AlRlLM AT ClEM^ATER, LID., on behal f of the
corporat ion. He/she is persona Ily knCWl to rre or has produced
as identification and did not take an oath.
t--btary Public
~ Gannission Expires:
F-4
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i
.. \ .1 l'
OOIBIT "G"
BLPN<ET CINJEY~, BILL
CF WE ,AN) Pffi I GM3'Jf
KNlV ALL IVB\I BY ll-ESE PRESENTS:
ll--Il\T the CllY CF CLEPRMTER, FLffiI[)\, a Flor ida I11Jnicipal corporat ion
("Grantor"), hav i ng an off ice at 112 South Osceo I a Avenue, CI earwater, F I or i da,
for and in consideration of the sun of Ten Dollars ($10.00) cash and other good
and valuable considerat ion in hand paid by AlRllMAT CLEPRMTER, LID., A FLffiI[)\
L1MI TED p,AR'1l\ER3-I1 P, hav i ng an off ice at
("Grantee"), the rece i pt and suf f i c i ency of
Wl i ch are hereby acknONI edged and confessed, has (RttNTED, s::xJ), PffiI<J\E),
TM\tSFEFRD, CINJEYED and [ELlVERED and does by these presents (RttNT, SELL,
PffiICN, TM\tSFER, CINJEY and [ELlVER unto Grantee, all of Grantor's right, title
and interest, to the extent assignable, and without any representation or
~rranty Wlatsoever as to such assignabi I ity, al I of the other COnveyed Assets
(as hereinafter defined), if any, located on, affixed to, and used in connection
wi th the rea I property located in Pi ne II as COunty, F I or ida, and rrore part i cu I ar I y
described on Exhibit "A" attached hereto and incorporated herein by this
reference or the irrprov8Tents located thereon (al I such real property and the
irrprov8Tents located thereon, are collectively called the "Property"):
1 . I f any, a II rrach i nery, furn i ture, furn i sh ings, equ i p-rent, f i tt i ngs,
fixtures, electronic businessrrachines, ccrrputers, data processingrrachinery, and
al I other office and other equip-rent and al I other articles of personal property
or every kind and nature Wlatsoever affixed to, or attached to, or placed upon
and used in any ~y in connect i on wi th the use, en j o..,rrent, occupancy 0 rope r at ion
of the Property, including, but without I imiting the general ity of the foregoing,
if any, al I heating, I ighting, incinerating, landscaping, loading, unloading,
garage and pD^er equip-rent and suppl ies, engines, pipes, PUTPS, tanks, rrotors,
conduits, 9Nitchboards, plUTbing, I ifting cleaning, fire prevention, fire
extinguishing, sprinkler systeTS, refrigerating, venti lating, and camrrunications
apparatus, air cool ing and air conditioning apparatus, elevators, escalators,
storm doors and wind()M), part i t ions, ducts and ccrrpressors, shades, bl inds,
curtains, draperies, aNnings and screen, rugs,
G-1
.
",
.' ,
.. , l'ol 11
carpets and other floor coverings, hal I and 10bbyequiPTBnt,
vehicles, paint ings, pictures, tapestr ies, wall hangings, decorat ion, pottery and
a II other V\Orks of art, a II vacuun clean i ng systars, a II subst i tut ions,
attachTents, cOTponents, parts, equiPTBnt and accessories relating to al I of the
foregoing; provided, hCAA.ever, the foregoing shall not include any personal
property OI\lled by or I eased by th i rd part i es to any tenant occupy i ng the
Property, to the extent that the sare does not be care the property of Grantor
under the lease with any such tenant or under appl icable IaN (the "Personal
Property") and, provided, further, that the enure rat ion of specific categories
or itars of personal property in this Section 1 for purposes of defining the tenn
"Personal Property" shal I in no way or rranner be construed as a representation
or warranty, express or irrpl ied, that any of such categories or itars of personal
property are in fact affixed or attached to or have been placed upon and used in
any way in connection with the use, enjo~nt, occupancy or operation of the
Property or that Grantor shal I have any assignable interest therein.
2. All nares, logos, tradararks, copyr ights and designs used or created
in connection with the OI\llership or operation of the Property, if any,
including, without I imitation, the nare "The Atriun at Clearwater Square",
together with the goodNi I I appurtenant to each of such nares, logos and designs
(the "Trade Nares") ;
3. All warranties and guaranties relating to the Property or any portion
thereof or the Personal Property or any portion thereof, if any (the
'\.N3r rant i es") ;
4. All right, tit I e and interest of Grantor, if any, as I essee under any
equiPTBnt leases relating to equiPTBnt or property located upon the Property and
used in connection therewith (the "EquiPTBnt Leases");
5. Allrrater i a 1 s and brochures, I edger cards, rra i ntenance and operat ion
records, keys and telephone exchange nlrrbers (the "Property Assets") ;
6. All plans and specifications for the construction of the irrprovarents
located on the Property including, without I imitation, all fixtures and equiPTBnt
necessary for operat ion and occupancy of such irrprovarents including such
arendrents thereto, if any (the "Plans");
G-2
s. .
. -. .
. i
7. All oil, gas and mineral rights of Seller, if any, in and to the
Property (the 'Mineral Rights");
8. If any, all c01l>ensation, cwards, darages, rights or causes of action
and proceeds arising franany taking by any laNful po.M3r or authority by exercise
of the right of condemat i on or ani nent dare i n wi th respect to any of the
Property (the "Condemation Proceeds");
9. AI I prepaid ~ter and SaNer charges, capacity and capacity
reservation fees, uti I ity deposits, hook-up or connection fees, irrpact fees or
use charges, and all other goverrrrental charges, fees, deposits and credits
respecting the Property for the period on and after the date hereof
(collectively, the "(i}verrrrental Credits");
10. The rights of Seller under the Developrent Agreerrent dated as of July
14, 1983, and recorded in Official Records Book 5868, Page 1530, of the pub I ic
records of Pi ne II as County, F lor ida (the "Deve loprent Agreerrent"); and
11. To the extent not otherwise included, all "proceeds" of the foregoing
as def i ned in the l..O: Wl i ch, in any event, sha II i nc I ude, but not be I imi ted to,
(i) any and al I proceeds of insurance, indemity, ~rranty or guaranty payable
to Grantor f ran t irre to t irre wi th respect to any of the Property, (i i) any and
all pa..,.-rents in any fOmlWlatsoever rrade or due and payable to Grantor fran t irre
to tirre in connection with any requisition, confiscation, condemation, seizure
or forfeiture of all or any part of the Property by any goverrrrental body,
authority, bureau or agency or any other person (Wlether or not acting under
co I or of goverrrrenta I author i ty) and (i i i) any and a II other amunts f ran t irre
to tirre paid or payable under or in connection with the Property or any of the
other property or interests hereby conveyed, sold or assigned by Grantor to
Grantee (the "Proceeds").
10 I1l\VE Pl\D 10 I-OlD the Personal Property, Trade Nares, W1rranties,
Equiprent Leases, Property Assets, Plans, ~ineral Rights, Condemation Proceeds,
{i}verrrrental Credits and Developrent Agreerrent (all of the foregoing being
hereinafter saretirres collectively referred to as the "Conveyed Assets") unto
Grantee and Grantee's successors, legal representatives and assigns, forever.
This conveyance is subject to the encurbrances set forth on Exhibit "B"
attached hereto and incorporated herein by reference.
Grantor (for itself and on behalf of Grantor's legal representatives,
successors and assigns) hereby ~rrants, represents, covenants and agrees with
Grantee that Grantor has ful I right, poNer and authority to rrake this Blanket
Conveyance, Bi I I of
G-3
Sale and Assigrrrent, and to consumrrBte the transactions contarplated hereby,
subject to the terms and conditions hereof.
All of the covenants, terms and conditions set forth herein shall be
binding upon and inure to the benefit of the parties hereto, their respective
successors, personal and legal representative, heirs, devisee and assigns.
This Blanket Conveyance, Bi II of Sale and Assigrrrent rray be executed in any
nurber of counterparts, each of Wlich shal I be deerred an original but al I of
'. .
~ '; ,-~ "
~ich together shal I constitute on AgreaTent.
INWlll\ESSw-ERECF, Grantor has executed this instnrrent this
day of July, 1993.
countersigned:
Rita Garvey
Mayor-Commissioner
GW\Il'ffi :
CITY OF CLEARWATER, FLORIDA
By:
Attest:
G-4
30
Michael J. Wright
City Manager
Cynthia E. Goudeau
City Clerk
':
!, t.
. f "'.,. f
STATE OF FLORIDA
COUNTY OF PINELLAS
BEFORE ME personally appeared Rita Garvey, the Mayor-Commissioner
of the above-named city, who acknowledged that she executed the
foregoing instrument. She is personally known to me and did not
take an oath.
WITNESS my hand and official seal this
, 1993.
day of
Print/Type Name:
Notary Public
STATE OF FLORIDA
COUNTY OF PINELLAS
BEFORE ME personally appeared Michael J. Wright, the City Manager
of the above-named city, who acknowledged that he executed the
foregoing instrument. He is personally known to me and did not
take an oath.
WITNESS my hand and official seal this
, 1993.
day of
Print/Type Name:
Notary Public
Approved as to form and correctness:
M. A. Galbraith, Jr.
City Attorney
G-5
r: ..
. ..) t-
,!'..... ~ t
THE FOLLOWING WILL BE SEPARATE INSTRUMENTS (SEPARATE EXHIBITS) IN
THE FINAL DRAFT:
EXHIBIT "III
AGREEMENT FOR ACCESS, CONTROL, AND
MAINTENANCE OF PARKING GARAGE AND WALKWAY
[to be furnished]
EXHIBIT IIJII
ASSIGNMENT OF RIGHTS UNDER ESCROW AGREEMENT FOR
REPAIR OF WALKWAY CANOPY
[An assignment of the rights of Seller under the Escrow Agreement,
consisting of the sum of $50,000 which has been deposited in escrow
with the Miami law firm of Weil, Gotshal & Manges for the purpose
of funding the repair of the walkway canopy between the building
and the parking garage to pre - storm condition. The escrow
agreement is dated March 29, 1993, by and between Maria Real
Estate, Inc., and the City of Clearwater, Florida. This assignment
is subject to compliance with the terms of said agreement,
including without limitation the submission by Purchaser of
estimates and invoices for the repair, which estimates and invoices
shall be subject to the prior approval of Maria Real Estate, Inc.]
[to be furnished]
SCHEDULE 1
[Contracts]
SCHEDULE 2
PENDING ACTIONS OR INVESTIGATIONS
[attach copy of recent letter requesting Attorney General opinion]
'f:" -<OIl
,1 ..'" '""
t 1 ,-
EXHIBIT "H"
FORM OF NOTICE TO TENANTS
[LETTERHEAD OF CITY MANAGER, CITY OF CLEARWATER, FLORIDA]
TO: All Tenants
The Atrium at Clearwater Square
601 Cleveland Street
Clearwater, Florida
Re: Sale of The Atrium at Clearwater Square
Gentlemen:
Please be advised that the CITY OF CLEARWATER, FLORIDA, has
sold The Atrium at Clearwater Square to ATRIUM AT CLEARWATER, LTD.,
A FLORIDA LIMITED PARTNERSHIP. You are hereby instructed and
directed to make all future rental and other payments under your
lease to:
Very truly yours,
Michael Wright, City Manager
...t: ~ ...,"',,;.,.. ....',..1...
.
Qatasar 1~, 199]
OCtober 17, 1993
,A[J]3\fiNI m WE - Ftffi1ASE ,t(ffEMNf
Th is Pddendun to Sa Ie-Purchase Agrearent is executed as of CXtober ,
1993, as an addendun to the Sale-Purchase Agrearent executed as of the sare date
by and betw3en the CllY a= CLE.ARl\ATER, FLiFH[)A. ("City" or "Seller"), and\MLTER
T. KR.MJI\f8\ITlRES, I~TED and/or the_AlRILMAT CLE.ARl\ATER , LID., A Flffil[)A.
L1MI TED p,Af{Jl\.ERS; I P (" Pu r chase r " ), to Wl i ch the CDM..N IlY RffBIELaMNT N.:J3CY
a= ll-E CllY a= CLE.ARl\ATER, Flffil[)A. ("(FA"), has joined insofar as the Sale-
Purchase Agrearent affects property or obi igations of the CRA. The provisions
hereof shal I govern in the event of an confl ict betw3en this Pddendun and the
Sale-Purchase Agrearent. The provisions hereof Wlich rBTBin executory at the
tirre of closing on the sale and purchase of the Sun Bank/Atriun Sui Iding shal I
surv ive c I os i ng and sha II cont i nue as obi igat ions of the part i es to th is
instrurent.
In consideration of therrutual covenants and agrearents set forth in
the Sale-Purchase Agrearent and in this Pddendun thereto, the parties agree as
follOJ\,S:
1. s..N BAN</AlRILM BJI LDI[\G: The Suyer1 wi II purchase fran the
Seller2 the bui Iding and the top tw:> floors of the parking garage and..ftlL.Q.f the
ai r space above3 for $6,450,000, "as is," cash at closing, all closing costs to
be paid by Buyer. The Buyer shall pay to the JlSTlCE a::BF(RA.TIG.LScller a
deposit in the arount of $100,000.00 at the tirre of execution of the Sale-
Purchase Agrearent and this Pddendun, as provided in Paragraph 2 of the Sale-
Purchase Agrearent and th is Pddendun. Th is conveyance wi II i nc I ude the right to
const ruct on top of or to cover the four th floor, the right to const ruct a
security gate at the beginning of the access rarp leading fran the second floor
to the third floor, the right to construct a security entry or gate at the entry
or elevator to the elevated pedestrian ~I~y over Park Street, an easarent to
permit the continued rraintenance of the ~I~y over Park Street, and an
assignTBnt of the arount held in escrON by Nbria Real Estate for the repair of
the pedestr ian ~I~y. A joint use easarent agrearent wi II be prepared for the
Buyer's and Seller's joint use, rraintenance and operation of the garage Wlich
shal I expire Wlen and if Buyer purchases the rBTBinder of the garage.
l"Buyer" rreans\N1lter T. KnmnVentures, Incorporated and/or_a neN Florida
I imited partnership includinq but not I imited to the~triun at Cleal"\Mlter,
Limi ted, a F I or ida I imi ted partnersh i p, of Wl i ch At r i un at CI eal"\Mlter, I nc., a
Florida corporation, wi II be the general partner, or their,yn assignee provided
that in no c i rcurstances sha II the Buver or its ass i gnee~_of At r i un ;)t
Clea('\\Cter, Limited, \Vlieh shall be a \^'blter T. Knnm enterprise and not an
entity Wlich rray claim tax-exarpt status for the property..Qf the Real Estate.
2"Seller" rreans the Ci ty of Cleal"\Mlter, Flor ida (the "Ci ty"), wi th reference
to the Sun Bank/Atriunbui Iding, the top 2 floors of the parking garage, and the
pol ice station.
3Conveyance of any part of the ai r space above the ai r space containing the
top tw:> floors of the garage requires a deed fran the COmrrunity Redeveloprent
Agency of the Ci ty of CI eal"\Mlter, F I or i da (the "CRA").
;1",'2-.._-" ~_~,:~,
~ ~
exercised and Buyer carpletes the acquisition. The option consideration shal I
be nonrefundab I e and rray be used by the Se II er as Se II er sees fit. The term of
the opt i on wi II be tv\o years f ran the date of c I os i ng on the Sun Bank/At r i un
bui Iding. The purchase price of the parking garage wi II be the current appraised
value to be determined prior to closing, but not rrore than 6 rronths prior to
Buver's wr i Hen not ice to Se II er of Buver' s i ntent-19 exerc i se-1b.,e opt ion
cl03ing, with the appraisal to be obtained by Buyer fran the City's I ist of
approved appraisers attached hereto as Exhibit A. Closing shal I be obtained
wi th i n 90 days fo II OJVi ng Buver' s wr i Hen not i ce.-1Q Se II er..Q.f Buver' s i ntentio
exercise the exereise of the option. The terms of the purchase shal I be as
follOl\tS: The $50,000.00 credit shall constitute part of the dCWl payrent at tirre
of closing with 20 percent of the total purchase price being due at closing as
the dCWl payrent (including the $50,(00), with the balance to be paid-Ln sani-
annual instal Irrentsrronthly in accordance with a 20-year aTOrtization schedule,
with the first payrent due on the first day of the seventh rronth fol IOJVing the
rronth in Wlich closing occurs but with the principle balance due and payable on
the fifth anniversary of the date of closinQ first seheduled pa'~nt date, at an
annua I interest rate eaua I to of "pr imJ" or the ~v York pr imJ rate as pub I i shed
in theVYJI I Street Journal on the date the option ia exerei3ed, or the appl icable
federal rate for mid-termdebt~ determined...bY the Internal Revenue Service-1.Q.r
the rronth in Wlich closing occurs, Wlich rate shall~ fixed for the term~f the
indebtedness, if higher than the primJ rate, per annun, secured by a first
rrortgage on the property. In the event a range of primJ rates is pub I iahcd in
the V\b I I. Street Journal, the midpoi,:,t of sueh range shall be used: The intere:::t
rate~A8 ~a'~nt aTDunt ahal I bc adjusted annual If as of eaeh anniversary of the
date of exereise of the option, based upon inereases or dcerea3es in the primJ
Ta+e7 Buyer is entitled to an option for leasing 48 parking spaces on the first
tv\o floors of the garage at an annual rental rate equal to 75 percent of the
annual rate (12 tirres the rronthly rental) to be charged for reserved parking
spaces in Buyer's portion of the garage, for the balance of the 15-year term,
said rental rates to be carputed as set forth in the Nbintenance and Operation
Agrearent for the Park 5t reet Garage entered into betv\een Nbck CI earwater Limi ted
Partnership and the City on January 8, 1990.
3. POLICE STATION. The Buyer wi I I have a right of first refusal, as
distinguished fran an option, on the pol ice station, giving to Buyer the right
to rratch the highest carpetitive bid at~ above the appraised value of the
property.4 If the City receives a bid Wlich the Buyer is unNi I I ing to rratch,
this right shall expire upon the closing of the other bidder's offer. The right
of first refusa I wi II have an i ndef in i te term ccmrenc i ng f ran the date of c I os i ng
on the Sun Bank/At r i un bu i I ding but exp i ring upon the sa I e of the Sun Bank/At r i un
bui Iding by the Buyer or its assianee. If the City abandons the use of the
pol ice station as a pol ice station or other pub I ic use, then Buyer rray request
the City to advertise the pol ice station for sale (as "surplus"), with any such
purchase offer to be equa I to or greater than the fa i r rrarket va I ue of the po lice
station property according to an appraisal J.9~ obtained~ Buver fran the
4Because the pol ice station is City property and not ORA property, the sale
of the pol ice station is subject to the City Charter requirarents to declare the
property surplus and to sel I to the party subnitting the highest carpetitive bid
at or above the appraised value. See Section 2.01(d)(4), City Charter. A right
of first refusal will permit Buyer torratch the high bid, or waive that right,
at his election.
36
_~.,_,.l ,'...:",,-~_,
,
~ -.
City's I ist of approved appraisers attached hereto~ Exhibit~ to be perfoATCd
by one of the appraisers on the I ist of Approved Appraisers.
4. SPJlCES .AJU..N) G6RlG:. The I and occup i ad by the ground - I eve I pa r king
spaces on the east and south sides of the garage is part of the real property on
~ich the garage is located and is subject to and part of the Buyer's option to
pu r chase the ga rage. The nlrrbe r 0 f pa r king spaces sha I I be de t e rmi ned by
reference to the survey of the property.
(1) If the option to purchase the garage is not exercised, the property
wi II ram i n eRA property and the Ci ty wi II cont i nue to have the right to use the
spaces for parking for Ci ty purposes wi thout charge.
(2) If the option to purchase the garage is exercised, and if the pol ice
station has not been relocated as of the closing on the purchase of the garage:
The Seller shall retain an easerent to permit access to,
rraintenance, and use of the spaces for parking for City purposes
without rent for a term of 2 years after closing on the garage or
unti I such tirre as the pol ice departrrent is relocated, ~ichever
occurs ear I ier. (The Seller does not represent that the pol ice
departrrent wi II be relocated.) This SaTe easerent shall provide for
access to these spaces over the pol ice station property, ~ich
easerent shal I benefit Buyer and its invitees after the 2-year term
or ~enever use of these spaces is granted to Buyer. Thus, there
shal I be an easerent created as a recorded encUTbrance on the pol ice
station property.
(3) If the option to purchase the garage is exercised, and if the pol ice
station has been relocated at such tirre, the spaces shall be imrediately
avai lable to Buyer for Buyer's uses (with the easerent over the pol ice station
property) .
5. SPJlCES SJJlH CF AlRlLM BJILDIf\G. The six parking spaces, rrnre or
less, imrediately south of the AtriunBui Iding, wi II be "reconfigured" to permit
landscaping, provided that the access to the East~st al le~y is preserved and
rraintained in its present location or in a substitute location if adjoining
property ONners consent.
6. TAXES. Wi th respect to the I ease of park i ng spaces wi th in the
parking garage, the Buyer shal I pay any sales taxes on the parking space rentals,
i f any. 5
7. APPRAISALS. In appraising the value of the garage for the purpose of
determining the purchase price, the value of the "footprint" under the garage
shal I be valued as irrproved and in use as a parking garage, including the value
of the irrproverents, reduced by the proportion that the nUTber of parking spaces
then ONned by Buyer (the spaces on the third and fourth floors and the spaces on
the raTp leading fran the second floor to the third floor) bears to the total
5The state sales tax on the lease or rental of real property or on the lease
or rental of parking spaces in garages rray apply; see Sections 212.03(6) or
212.031, F.S.
37
~-~"f_ -'j':'
~,
j. I!J~" ,
,.
nurber of parking spaces in the garage, counting al I I~ul spaces for vehicles
in existence on the date of closing on the purchase of the Atr iun Bui Iding. The
value of the portion of the property east and south of the garage, irrproved by
parking spaces and driveNaYs or portions thereof, to the eastern and southern
boundar ies of the garage property shall be detennined separately and added__l.o the
i ne I uded in the purehase pr i ee together '.vi th the va I ue of the garage "footpr i nt"
and irrproverrents thereon as descr ibed above-.1g detennine the total purchase....Q.Li..Q.e
to be paid~ Buver or its assiqnee under the RiQht~ First Refusal.
8. am FA I TH [XFa) I T <XNT I ta:J\C{. Buve r sha I I have unt i I f\bvEJTbe r ~
1993 to verify various conditions required for closinQ, Vlhich, shall include but
not I imi ted~
a) Verification fran Buver's and Seller's attorneys and the Title
Qrrpanv, that the Se II er (Ci tv of CI earwater and The CRA.) has the_
appropriate authority to close~ the conditions set forth-1-n the_
~E - R.RJ-il\SE ,t(ff8V8\JT, <FT I CJ\I ,t(ff8V8\JT, R I GIT a= FIRST RER.Sc\L,
.AN) ,A[[E\fiNJ m ~E - R.RJ-il\SE ,t(ff8V8\JT (i nc I ud i ng~ pub I i c
advertising reQuirerrents),
b) Buver shal I obtain re-certification of the Estoppel Letters Vlhich~e_
nON out-of date and-BnY rrodifications that are required therein,
c) Title Canittrrent to be provided to Buver~ f\bvBTber~ 1993. Title
~rk to be providedJQy &ni I Pratesi, Esquire. The title ccrmnitrrent~o
be coordinated bebNeen Buver and Seller shal I include verification~f
COlPI iance with various legal issues as---1bgy pertain-1g the Seller's_
authorizations and approvals of-BnY other GbvernTental agency having
iurisdiction over the Real Estate,
d) RevieNof~ and al I personal property tax fi I ingsJQy the Seller and
or anvof thei r predecessors Vlhich have not been del ivered-.19 date, and
e) Rev i eN of fonn and content-BnY Exh i bits that are not
at tached to the Aoreerrent or .Addendl1ll.1!fi~ th i s date, but VIh i ch sha II
be prepared and attached to the,t(ff8V8\JT prior-1g f\bvBTber~ 1993,
Vlhich shall include but not be I imited to Exhibits "A" thru "0" and-.:...L'
plus Schedules 1 and 2.
It is intended that the attorneys for Buver and Sel ler~ ~rk~n the above
itars and have al I the information and forms assBTbledJQy f\bvEJTber~ 1993,~0
that Buver wi II be able to~ Seller notice on~ before f\bvBTber~ 1993 that
al I parties should proceed to closing. The $100,000 Qoed faith deposit shal IJLe
considered at risk and turned over-1g the Sel ler~ the Justice COrporation-Lf
Buver provides this notice to proceed on~ before f\bvEJTber~ 1993, and does
not close for~ reason other than default~ non-performanceJQy the Sel ler.-Lf
this notice is not del ivered....Qy Buver to Seller prior-1.g f\bvEJTber~ 1993, then
the deposit...lliUQJQy the Justice COrporation shall~ returned-19 Buver forthNith.
9) CAPITAL 11VPFOI8VENTS. The CRA.wi II rrake a ccrmnitrrent to spend $150,000
for jrroroverrents to the area south of Cleveland Street, bebNeen the qarage and
the SUN BANK/ATRIUM BUIUDING in order to beautify, reconfigure, landscape and
create~ areas. The~ shal I be subiect to the approval~ the Buver and
38
~- . ':.~ -"'#-,
~ c~
its arcb.it.ect. and-1lJe City,-.!l~ retar I establ isnrents~-2! the aN
BtW</AlRllM BJILDIN3 alona Cleveland Street with Clccess,JQ the al lev-.mr..fle 19
re locate or abandollTt:n~..Q[-2!l...Q[..ii DOrt i QO _Q1 ~ a I '.av-W' Dark i ng area .-1f::!g,n
the Citvwi Uaaree to sUQ[](')rt~ desire for reconfiguration-2..f the alley and
adioinir19 areas.
10) Exhibi ts. The forrT\..Q1~ Cbt ionJ9 Purchase and Riaht-.Q..f Fi rst
Refusal have been aDDroved~ ~er and Sa, ler and are att8checCl.o this A:fdendun
as Exh i bit s , 8nctJ1..:.
SELLER:
CI1Y. Cf a.EN\^ATER, F~r~
,
Approved as to fOI1Tl
and correctness:
A.L
M. A. Galbra'
Ci ty Attorne
r
Attest:
~r E' . Lt. ,n~. '--
CVn ia E. liJudeauc "-"-cc"ccc
Cit Clerk ". . c
r
R..RJ-i4SER:
~aVfl
. ,1tu'AJ~
CIM,{J\JllY fHEvE1.OM3\JT IG3\C{ a=
:C'Zl~~~':F
Art""', X. Deegan, r
a i rp~on
6
"
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"
AFFIDAVIT OF NO LIENS
STATE OF FLORIDA
COUNTY OF PINELLAS
Before me, the undersigned authority, personally appeared Affiants
who, being first duly sworn, depose and say that:
1. Affiants are the CITY MANAGER, CITY CLERK, and MAYOR-
COMMISSIONER, respectively, of THE CITY OF CLEARWATER, FLORIDA, a
Florida Municipal corporation, the owner of the real property described
in Exhibit "A" attached hereto and by reference made a part hereof.
2. Owner has possession of the property, and there is no other
person in possession with any rights or tenancies in the aforesaid
property except those listed in Exhibit "B" or otherwise noted.
3 . No Notice of Commencement affecting the above-described
property has been executed, recorded, or posted by Affiants.
4. There are no unrecorded labor, mechanics, or materialmen's
liens against the property, and no labor has been performed upon or
materials furnished to the above-described property for which payment
in full has not been made or for which valid liens could be filed.
5. Affiants know of no state or federal judgment or lien of any
kind or nature whatever upon the above-described property.
6. There are no unpaid or pending bills or assessments for
electricity, water, sewage, garbage, or any utility or service provided
to the above-described property for which payment is not provided for.
7. There are no unpaid bills, liens, or assessments for sanitary
sewers, paving, utility installation or service, or other improvements
made by any public utility or any governmental agency, and no notice
has been received of any public hearing regarding pending or future
assessments for improvements by any governmental agency.
8. There are no unpaid or pending periodic maintenance or
management charges or assessments due any property owners, homeowners,
or condominium association. There are no payments due or unpaid under
the terms of any recreation lease or ground lease affecting the above-
described property.
9. There are no outstanding unrecorded contracts of sale, deeds,
leases, options, conveyances or mortgages affecting the title to the
above-described property except as set forth in Exhibit B.
10. There are no unrecorded easements or rights-of-way created
through use or adverse interest with respect to the above-described
property.
11. That there are no violations or breaches of any covenants,
conditions or restrictions applicable to the above-described property,
including, but not limited to, building set back violations, and in the
event of such violations or breaches, Affiants hereby agree and do
indemnify Richards, Gilkey, Fite, Slaughter, pratesi & Ward, P.A. and
Old Republic National Title Insurance Company from any liability, loss,
claim or cause of action arising out of or in any way relating to any
violations or breaches of any such covenants, conditions and restric-
tions.
13. Affiants make the above representations effective as of the
execution hereof and also represents that between the date of execution
of the affidavit and the recording of the instrument evidencing the
interest to be insured that no action will be taken that will alter the
representations made above or otherwise adversely affect the interest
to be insured.
14. Owner agrees and shall save and hold Richards, Gilkey, Fite,
Slaughter, Pratesi & Ward, P.A. and Old Republic National Title
Insurance Company harmless from any claim, liability, or cause of
action which may arise by virtue of any of the foregoing represen-
tations being false or untrue or from any lien or claim which may be
filed or enforced for any labor, materials used or furnished to the
real property in Exhibit A, for or on account of benefit of owner.
This aff idavi t is made for the purpose of inducing Richards,
Gilkey, Fite, Slaughter, pratesi & Ward, P.A., to issue title insurance
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on the above-described property; and ATRIUM AT CLEARWATER LIMITED, a
Florida limited partnership, to purchase and make final payment for the
above-described property.
ECTNESS
Swo}:."l.l. to and subscribed before me this ()q.......h day of
19~ the i~dividuals who are personally known to me
n+{~ as identification.
(') 1\41-- H'-'''----
, It ~ ' ,trlJ,~~-C\.i'-._)
NAf'I : (
Notary Public
My Commission Expires:
'\)0 V t? w\ ILX?f ,
or who produced
~\,\\""Il"'lllll
~"\'\~ GOTTSa~1~
~ ~ ........... ~
~ .$>.., .l\\~SION f.... '. T ~
.... -..; -' f;}"" 'I 2 1'~ ". ~
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.... . -.. .....,J 0:;"'-."
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~~. .~;:-
\i?\ ICC 167625 .:tS~
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;1111. oLIC, Sl" ~\\~
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EXHIBIT "A"
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public Records
of Hillsborough County, Florida of which Pinellas County was
formerly a part, less road right of way, together with that portion
of said Block "13" which was formerly an alley, running East and
West through said Block "13", also vacated railroad right of way
described as follows: Begin at Southeast corner of said Lot 2,
Block "13", run thence East, along the Northerly right of way
of Park Street, 60.18 feet thence Northerly along the Easterly
right of way line of said railroad right of way also the West
lines of Lots 7 & 8, Block "20" of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 229.0 feet more or less to the Southerly right of
way line of Cleveland Street; thence West, along the said right
of way line; 60.18 feet thence South along the Westerly right of way
line of said railroad right of way line also the Easterly line
of Lots 2 and 3, Block "13", of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 228.93 feet more or less to the Point of Beginning.
All being in Section 16, Township 29 South, Range 15 East, pinellas
County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD
AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly right
of way of Park Street (Park Avenue - Plat) (A 60 foot right of way),
North 89 degrees 45'53" West, 110.22 feet to the Southwest corner
of Lot 1, Block 13 of said GOULD AND EWINGS 1ST AND 2ND ADDITION;
thence along the Eastern right of way of South Garden Avenue North
00 degrees 02'16" East 227.94 feet to the apparent Southerly right
of way line of Cleveland Street as it now exists; thence South
89 degrees 50'01" East 189.03 feet to the Easterly line of the
vacated S.C.L.R.C. right of way; thence South 04 degrees 42'26"
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 89 degrees 45'53" West, 60.18 feet to the Point of
Beginning.
SEE ATTACHED CONTINUATION SHEET. . .
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PAGE TWO
LEGAL DESCRIPTION CONTINUED. . .
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 ralnp leading
from the second floor to the third floor thereof, as described
in Parcels I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public Records
of Hillsborough County, Florida of which Pinellas County was
formerly a part, as a point of reference; thence North 89 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 218.94 feet; thence South
00 degrees 14'07" Weal:, l5.00 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 89 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence North 89 degrees 45'53" West, 94.38 feet to point
"A" for convenience; thence North 09 degrees 45'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
PARCEL II:
Commence at the aforedescribed point "A" as a point of reference;
thence North 00 degrees 14'07" 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 00 degrees 14'07"
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.
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D. ':ulU & Aliloe. 2S00 2 n.sl 1S.92 A $13.0 Tc.,.... Itcllllt.....c'ioll 06/]0/9S SO.OO
Mi;ro-Erriu. IlIc. IS 00 2 $1.61 S6.89 C 114.S0 No hac"'a... (or Tcml 10/) 1/92 $l,006.2S
Cunellll)' 011 M-T-M A,,,,c',Ie,1I
MPllnl.ma.iollal. 11Ie. SSl 2 $12.39 SOcOO C $12,39 No 11IC"'lIIe (01 TUlIl 10113/9) $61S.2S
('ancrel 16092 3 SIS.90 4.S A $10.40 Fillc" 61o Slcp AIUIU.I. 01/31194 . $0.00
Kana, SA,II J.. Balli... SOO .. S I 3 .oo-tO:OO---B $ll,~~...lotl TII"" 10I1..m-'6~G;OO-
11I..n..,'1 T.ch Tran. 4n S 1l.15 0 b $13,15 No IAGR...a (orTulIl 09/30/92 $921.10
Cunelld)' 011 M-T-M AI~e.mclIl
U.S. Com{'ulcr S.lu lOBI I S SIO.SO $6.00 A Sl6.S0 Fi..lI I.lc Alllluall)' ,06/30198 $S.S98.00
SII .00 $6.00 $11.00 1/9" Ihl\l 6J9S
Sl2.S0 $6.00 Sl8.S0 1/9S 1111\1 6196
$ \3.S0 $6.00 $19.50 1/961111\16/91 - 2 )'r.
T.O. S.nticc fillallcial 163) 6 $9.S0 $6.50 A $16.00 A_al CPI 09130194 $ 1.54) ...8
EXHIBIT B
B-I
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f "" III " . S'I.FI. "Iuur Ncl RCllt EllpCAK Tutal E.c ,Oil BAIle: LeaN Security
N tlllC I Slop . Rcnl Allllual RC/Il F.llpiralion Pcpoail
I'I~C 1'..-0
Dun Will.r RC)'ROI.J, 1123 I 1 Sl7.61 SUO A S12.11 Piud It.... IhN 1/96 01111/96 So cOO
Fol..'C/ ....',il. cl al 1911 1 SI U1 lS.n A Sl1.40 ARRUal CP' IlnS/94 SO.OO
Ctner.1 71H II 116clS SUO A nl.3S Fiu" 6" Slel' Itent All, 01/31/9" SO.OO
MiJllnd MOllCtJ:e 7S41 9 SIO.SO S6.S0 A 117.00 Fiud Rale . IhN S/93 OSIlI/96 SO.OO
S1UO S6.S0 SI 1.00 6/93 II.N S/9"
S11.S0 S6.S0 119.00 6/94 IIIN S/9S
S I).SO S6.50 120.00 6/9S IIIN S/96
Merrill I-ynch 1S1S 9 $10.11 16.19 A $17.00 Piud Itale: . II.N 1/95 02nl/01 SO.OO
SIS.II S6.19 S12.00 9/9S II.N 1/01
_J!1.~Ql~?_Tolal Secllrity
I)epu.il. wll-l-
.
NUICli :
A . T. l'a)'1 CI~allliul1 uver bue ul'er. CO.II, prebill.d mo...hl)' willi rC111 il1vui~.
II . T. ....c. uUII,a,. au,. ''1'.1. CUll. lOr UClllli..I11
C - T. pay. ul1ly bu. ul'er. CllIl., no uver.J:CI
Also, M-T-M leu. (ur SllCCUliv. SuilCl 011 41h Floor c'Iual. 10 $1,120.00 monlhly
in lcv.nuc 10 buihJinll/LAndlurd
B-2
. .'. -..--------'r...'__..._.-....._
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crI'Y Of CJ.~~RWAT2R. FLOJUPl\
Atrium nt Clearwater Square
'J'enant Roster - UpdAtS Ati of 10/93
Tenant Sq. Ft. Net Rent Expense Total
Name Stop nent.
Cartn Capital 3,132 $4.75 $6.50 $11.25 10/93-07/94
(08/93-10/96) $'1.611 $6.50 $14.18 06/94-07/95
$8.38 $6.50 $14.88 08/95-07/96
$9.13 $6.50 $15~63 08/96-10/96
U.B. Computer Sales - Bankrupt
B-3
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-,
SELLER'S AFFIDAVIT
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Michael J. Wright ("Affiant"), as the City Manager of the CITY OF
CLEARWATER, a Florida municipal corporation ("Seller"), being first duly sworn,
deposes and says:
1, He is the City Manager of the Seller and is qualified to make the
statements hereinafter set forth;
2. Seller cis the owner of that certain real property situate in Pinellas
County, Florida (the "Property"), legally described on Exhibit II A" attached
hereto and made a part hereof, which is bein9 transferred by that certain Special
Warranty Deed dated of even date herewith (the "Deed"), executed by Seller to
ATRIUM AT CLEARWATER, LIMITED, A FLORIDA LIMITED PARTNERSHIP ("Grantee");
3. There are no bills or claims for labor or services performed or
materials furnished during the past ninety (90) days for alterations, repair work
or new construction on any portion of the Property performed or caused to be
performed by or on behalf of Seller which have not been paid by Seller or which
will not be paid by Seller when due;
4, Seller is in sole and exclusive possession of the Property, except
for parties in possession pursuant to written leases, as set forth on Exhibit "0"
to the Sa le-Purchase Agreement dated the date hereof with respect to the
Property;
5, Se ller has not and wi 11 not, for the period commencing on
NDVellY\'oe( 'Ui ,1993, at 1\.00 pm and continuing through the recording
of the Deed transferring title to the Property to the Grantee, cause any defect
to appear in the title to the Property or make any conveyance of all or any part
of the Property, except to the Grantee; and
6. Section 1445 of the Internal Revenue Code provides that a transferee
of a U.S, real property interest must withhold tax if the transferor is a foreign
person. To inform the Grantee that withholding of tax is not required upon the
disposition of a U.S. real property interest by Seller, the undersigned hereby
certifies the following on behalf of Seller:
(a) Seller is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code of 1986, as Amended):
(b) Seller's U.S. employer identification number is
596000289; and
(c) Seller's office address is 112 S. Osceola Avenue,
Clearwater, Florida 34616.
Seller understands that the certification contained in this Paragraph 6 may
be disclosed to the Internal Revenue Service by Grantee and that the making of
any false statement contained herein could be punishable by fine, imprisonment,
or both,
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Affiant, on behalf of Seller, makes this Affidavit for the purpose of
inducing the Grantee to purchase the Property and Old Republic Title Insurance
Company C'Title Underwriterll), through Richards, Gilkey, Fite, Slaughter, Pratesi
and Ward, P.A" its agent (IIAgentll), to issue an owner's title insurance policy.
Seller does hereby indemnify and hold harmless Agent and Title Underwriter and
agrees to pay for any costs, fees or expenses incurred by said parties
(including, but not limited to court costs and attorneys' fees on the trial court
and appellate levels) incurred as a result of any material misrepresentation
contained herein and their issuance of said title policy in reliance thereon.
FURTHER AFFIANT SAYETH NAUGHT.
DATED:
If- ;;JQ-CJ3
STATE OF FLORIDA )
COUNTY OF PINELLAS )
BEFORE ME personally appeared Michael J. Wright, the City Manager of the above-
named city, who acknowledged that he executed the foregoing instrument. He is
personally known to me and did take an oath.
,;:Ie. .1'1-1-1
.~ I day of November, 1993.
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EXHIBIT "A"
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public Records
of Hillsborough County, Florida of which Pinellas County was
formerly a part, less road right of way, together with that portion
of said Block "13" which was formerly an alley, running East and
West through said Block "13", also vacated railroad right of way
described as follows: Begin at Southeast corner of said Lot 2,
Block "13", run thence East, along the Northerly right of way
of Park Street, 60.18 feet thence Northerly along the Easterly
right of way line of said railroad right of way also the West
lines of Lots 7 & 8, Block "20" of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 229.0 feet more or less to the Southerly right of
way line of Cleveland Street; thence West, along the said right
of way line; 60.18 feet thence South along the Westerly right of way
line of said railroad right of way line also the Easterly line
of Lots 2 and 3, Block "13", of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 228.93 feet more or less to the Point of Beginning.
All being in Section 16, Township 29 South, Range 15 East, Pinellas
County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD
AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly right
of way of Park Street (Park Avenue - Plat) (A 60 foot right of way),
North 89 degrees 45'53" West, 110.22 feet to the Southwest corner
of Lot 1, Block 13 of said GOULD AND EWINGS 1ST AND 2ND ADDITION;
thence along the Eastern right of way of South Garden Avenue North
00 degrees 02'16" East 227.94 feet to the apparent Southerly right
of way line of Cleveland Street as it now exists; thence South
89 degrees 50'01" East 189.03 feet to the Easterly line of the
vacated S.C.L.R.C. right of way; thence South 04 degrees 42'26"
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 89 degrees 45'53" West, 60.18 feet to the Point of
Beginning.
SEE ATTACHED CONTINUATION SHEET. . .
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PAGE TWO
LEGAL DESCRIPTION CONTINUED. . .
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:
Conunence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public Records
of Hillsborough County, Florida of which Pinellas County was
formerly a part, as a point of reference; thence North 89 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 218.94 feet; thence South
00 deqreea 14'07" Weat, 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 89 degrees 45'53"
East, 189.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence North 89 degrees 45'53" West, 94.38 feet to point
"A" for convenience; thence North 89 degrees 45'53" West, 94.83
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
PARCEL II:
Conunence at the aforedescribed point "A" as a point of reference;
thence North 00 degrees 14'07" 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 00 degrees 14'07"
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.
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INCUMBENCY CERTIFICATE
I, Cynthia E. Goudeau, do hereby certify that I am the City Clerk of the
City of Clearwater, Florida. a Florida municipal corporation duly organized and
existing under and by virtue of the laws of the State of Florida.
The following are the City Manager, Mayor-Commissioner, and City Clerk of
the City of Clearwater, Florida:
Rita Garvey - Mayor-Commissioner
Michael J. Wright - City Manager
Cynthia E. Goudeau - City Clerk
IN WITNESS WHEREOF. I have hereunto set my hand and affixed the seal of the
, h '"1c,cU-.....
Clty t is ~( day of November. 1993.
f -vli,_. D.JL e
1 a E. -Goudec.u
lerk .
I~~r~~~,oF
DR219
R 7192
P.Rennick/Landtech 86
FLO~A DEPARTMENT OF REV.E
1111
Rev. App.. #05. 04193
RETURN FOR TRANSFERS OF INTEREST IN FLORIDA REAL PROPERTY
WARNING: FAILURE TO FILE THIS RETURN SHALL RESULT IN A PENALTY OF $25.00
IN ADDITION TO ANY OTHER PENALTY IMPOSED BY THE REVENUE LAWS OF FLORIDA
PARCEL
1. IDENTlFICATlON
NUMBER
16/29/15/32292/013/0010
2. IS THIS A MULTIPARCEL
TRANSACTION? >
y
IS THIS TRANSACTION
A SPLIT OR CUTOUT FROM
ANOTHER PARCEL?
CLEARWATER,FLORIDA
N
3. GRANTOR
THE CITY OF
(Seller)
PHONE
NO.
4. GRANTEE
ATRIUM AT CLEARWATER LIMITED
(Buyer)
STREET
ADDRESS
CITY/STATE
PHONE
NO.
1601 FORUM PLACE, SUITE 805
WEST PALM BEACH / FL 33401
DATE OF SALE
SALE PRICE
5.
12 1 93
6,450,000.00
PROPERTY LOCATED IN:
62
COUNTY. FLORIDA
(COUNTY CODES ON REV.)
MONTH DAY YEAR
6. TYPE OF DOCUMENT ->
TO THE BEST OF YOUR KNOWLEDGE
WERE THERE UNUSUAL
CIRCUMSTANCES?
MARK THOSE THAT APPLY:
'f1::~arrty X
Quit Claim
Deed
Contract/Agreement
for Deed
Other
R
Bc PROPERTY E
TYPE AT TlME S
OF SALE? M
TO THE BEST OF YOUR KNOWLEDGE.
9. WAS UNUSUAL PERSONAL ->
PROPERTY INCLUDED IN THE SALE?
YES
X
NO
Related to Seller Forced Sale by Court
Order
Sale of a Partial or
Undivided Interest Other
M G V A
0 A C
S V C R
C
IF "YES". PLEASE STATE THE
AMOUNT ATTRIBUTABLE TO
THE PERSONAL PROPERTY
45,150.00
7.
Mineral Rights
Sale under Duress
Foreclosure
C A
0 X N G
M D R
Tltle Defects
10. AMOUNT OF DOCUMENTARY STAMPS AFFIXED TO DOCUMENT?
11, IF ITEM NUMBER 10 IS "ZERO". IS DEED EXEMPT FROM DOCUMENTARY
STAMP TAX UNDER 5201.01(6). FLORIDA STATUTES? YES
WAS THE PROPERTY.ES
IMPROVED AT Y
TlME OF SALE?
I hereby certify that this return has been examined by me and to the best of my knowledge and belief it is a true and complete return
X
NO
X
NO
uate
TO BE COMPLETED BY THE CLERK 0
CLERK'S DATE STAMP
O.R. BOOK >
AND
PAGE NUMBER>
< FILE NUMBER
DATE BOOK & PAGE NO.
< OR FILE NO. RECORDED
&
Ig@~~~nfF
DR219
R 7192
P.Rennick/Landlech 66
FL~A DEPARTMENT OF REaUE
1111
Revc App.. #05, 04193
RETURN FOR TRANSFERS OF INTEREST IN FLORIDA REAL PROPERTY
WARNING: FAILURE TO FILE THIS RETURN SHALL RESULT IN A PENALTY OF 525.00
IN ADDITION TO ANY OTHER PENALTY IMPOSED BY THE REVENUE LAWS OF FLORIDA
PARCEL
1. IDENTIFICATION
NUMBER
16/29/15/32292/013/0010
2. IS THIS A MUL TIPARCEL
TRANSACTION? -------------------->
N
IS THIS TRANSACTION
A SPLIT OR CUTOUT FROM
ANOTHER PARCEL?
CLEARWATER, FLORIDA
Y
3. GRANTOR
THE CITY OF
(Seller)
PHONE
NO.
4. GRANTEE
Community Redevelopment Agency of the City of Clearwater
(Buyer)
STREET
ADDRESS
CITY/STATE
PHONE
NO.
P.O. Box 4748
Clearwater, Florida 34628-4748
DATE OF SALE
SALE PRICE
5.
12 1 93
10.00
PROPERTY LOCATED IN:
62
COUNTY, FLORIDA
(COUNTY COOES ON REV.)
MONTH DAY YEAR
6. TYPE OF DOCUMENT ---,
TO THE BEST OF YOUR KNOWLEDGE
WERE THERE UNUSUAL
CIRCUMSTANCES?
MARK THOSE THAT APPLY:
Warranty
Deed
Oult Claim
Deed
ConlracVAgreemenl
lor Deed
OIher
x
M
N
D
Related 10 Seller Forced Sale by Court
Order
Sale of a Partial or
Undilltded Interest OIher
A M G V A
G 0 A C
R S V C R
C
IF "YES", PlEASE STATE THE
X NO AMOUNT AlTAlBUTABLE TO
THE PERSONAL PROPERTY
Title Defects
Sale under Duress
7c
Mineral Rights
Foreclosure
6. PROPERTY
TYPE AT TIME
R
E
S
C
o X
OF SALE? M
TO THE BEST OF YOUR KNOWLEDGE.
9. WAS UNUSUAL PERSONAL ---, YES
PROPERTY INCLUDED IN THE SALE?
lOc AMOUNT OF DOCUMENTARY STAMPS AFFIXED TO DOCUMENT? _____.____m___m______'
.70
11. IF ITEM NUMBER 10 IS "ZERO", IS DEED EXEMPT FROM DOCUMENTARY
STAMP TAX UNDER s201 c01 (6), FLORIDA STATUTES? YES
WAS THE PAOPERTY.ES
IMPROVED AT Y
TIME OF SALE?
I hereby certify that this return has been examined by me and to the best of my knowledge and belief h is a true and complete return
x
NO
X
NO
x
uate
TO BE COMPLETED BY THE CLERK OF
O.R. BOOK >
AND
PAGE NUMBER >
CLERK'S DATE STAMP
&
< FILE NUMBER
DATE BOOK & PAGE NO.
< OR FILE NO. RECORDED
PROPERTY APPRAISER COpy
Ig@~<it~~fF
DR21g
R 7/92
P.Rennlck/Landtech 86
FLO.A DEPARTMENT OF REV.E
1111
Rev. Appc, 11'05. 04/93
RETURN FOR TRANSFERS OF INTEREST IN FLORIDA REAL PROPERTY
WARNING: FAILURE TO FILE THIS RETURN SHALL RESULT IN A PENALTY OF $25.00
IN ADDITION TO ANY OTHER PENALTY IMPOSED BY THE REvENUE LAWS OF FLORIDA
PARCEL
1. IDENTIFICATION
NUMBER
16/29/15/32292/013/0010
2. IS THIS A MUL TIPARCEL
TRANSACTION?------------->
N
IS THIS TRANSACTION
A SPLIT OR CUTOUT FROM
ANOTHER PARCEL?
CLEARWATER, FLORIDA /Canmunity Redevelopment Agency
Y
3. GRANTOR
THE CITY OF
(Seller)
PHONE
NO.
4c GRANTEE
ATRIUM AT CLEARWATER LIMITED
(Buyer)
STREET
ADDRESS
CITY/STATE
PHONE
NO.
1601 FORUM PLACE, SUITE 805
WEST PALM BEACH / FL 33401
DATE OF SALE
SALE PRICE
5.
12 1 93
10.00
PROPERTY lOCATED IN:
62
COUNTY, FLORIDA
(COUNTY CODES ON REV.)
MONTH DAY YEAR
6. TYPE OF DOCUMENT mn>
TO THE BEST OF YOUR KNOWLEDGE
WERE THERE UNUSUAL
CIRCUMSTANCES?
MARK THOSE THAT APPLY:
Wa"anly
Deed
Cull Claim
Deed
ConlracVAgtecment
lor Deed
Other
x
Title Delect~
Sale under Dure~~
Mineral Righl~
Foreclo~ure
Related to Seher Forced Sale by Coun
Order
Sale 01 a Panlal or
Undivided Intere~1 Other
A M G V A
G 0 A C
R S V C R
C
IF "YES", PlEASE STATE THE
X NO AMOUNT ATTRIBUTABLE TO
THE PERSONAL PROPERTY
7c
R C
8. PROPERTY E 0 X N
TYPE AT TIME S M D
OF SALE? M
TO THE BEST OF YOUR KNOWLEDGE,
9. WAS UNUSUAL PERSONAL ..-..> YES
PROPERTY INCLUDED IN THE SALE?
10c AMOUNT OF OOCUMEN1ARY STAMPS AFFIXED TO OOCUMENT? n.____m______m.__>
.70
11. IF ITEM NUMBER 10 IS "ZERO", IS DEED EXEMPT FROM OOCUMENTARY
STAMP TAX UNDER ~201cOl(6), FLORIDA STATUTES? YES
WAS THE PROPERTY.ES
IMPROVED AT Y
TIME OF SALE?
~' ,etom ~"""'od by me ond '0 Ihe b.., 01 my know'odge ond betiel . t, a true and complete relom
gna ure 0 ran or, ran ee or res ge
X
NO
X
NO
uate
CLR. BOOK >
AND
PAGE NUMBER >
CLERK'S DATE STAMP
TO BE COMPLETED BY THE CLERK 0 T E CIRCUIT COURT'S OFFICE
&
< FILE NUMBER
DATE BOOK & PAGE NO,
< OR FILE NO, RECORDED
f@@~9it~tfF
DR219
R 7/92
P.Rennick/Landtech 66
FLO.A DEPARTMENT OF REV.E
1111
Aevc App.. "05. 04,'93
RETURN FOR TRANSFERS OF INTEREST IN FLORIDA REAL PROPERTY
WARNING: FAILURE TO FILE THIS RETURN SHALL RESULT IN A PENALTY OF $25.00
IN ADDITION TO ANY OTHER PENALTY IMPOSED BY THE REVENUE LAWS OF FLORIDA
PARCEL
1. IDENTIFICATION
NUMBER
16/29/15/32292/013/0010
2. IS THIS A MUL TIPARCEl
TRANSACTION?----->
N
IS THIS TRANSACTION
A SPLIT OR CUTOUT FROM
ANOTHER PARCEL?
CLEARWATER,FLORIDA
Y
3c GRANTOR
THE CITY OF
(Seller)
PHONE
NO.
4. GRANTEE
ATRIUM AT CLEARWATER LIMITED
(Buyer)
STREET
ADDRESS
CITY/STATE
PHONE
NO.
1601 FORUM PLACE, SUITE 805
WEST PALM BEACH / FL 33401
DATE OF SALE
SALE PRICE
5.
12 1 93
10.00
PROPERTY LOCATED IN:
62
COUNTY. FLORIDA
(COUNTY CODES ON REV.)
MONTH DA Y YEAR
6. TYPE OF DOCUMENT --..,
TO THE BEST OF YOUR KNOWLEDGE
WERE THERE UNUSUAL
CIRCUMSTANCES?
MARK THOSE THAT APPLY:
Warranly
Deed
QulI Claim
Deed
Conlra~~A~~~~'U"1
OIher
x
Title Defects
Sale under Duress
6. PROPERTY
TYPE AT TIME
R
E
S
C
o X
M
N
D
Related to Seller Forced Sale by Coun
Order
Sale 01 a Panlal or
Undivided Interest OIher
A M G V A
G 0 A C
R S V C R
C
IF "YES". PlD.SE STATE THE
X NO AMOUNT ATTRIBUTABLE TO
THE PERSONAL PAOPERTY
7.
Mineral Rights
Foreclosure
OF SALE? M
TO THE BEST OF YOUR KNOWLEDGE,
9. WAS UNUSUAL PERSONAL ---> YES
PROPERTY INCLUDED IN THE SALE?
10c AMOUNT OF DOCUMENTARY STAMPS AFFIXED TO DOCUMENT? _______________>
.70
'1. IF ITEM NUMBER 10 IS "ZERO", IS DEED EXEMPT FROM DOCUMENTARY
STAMP TAX UNDER 5201,01(6). FLORIDA STATUTES? YES
WAS THE PROPERTY'ES
IMPRO\lEO AT Y
TIME OF SALE?
ereby certify that this return has been examined by me and to the best of my knowledge and belief it is a true and complete return
X
NO
X
NO
USle
CLERK'S DATE STAMP
O.R BOOK >
AND
PAGE NUMBER >
&
< FILE NUMBER
DATE BOOK & PAGE NO.
< OR FILE NO. RECORDED
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TRANSFERORS CERTIFICATION PURUSANT TO SECTION 1.1445-1T
(SECTION 1445 WITHHOLDING)
section 1445 of the Internal Revenue Code provides that a
transferee (buyer) of a U.S. real property interest must withhold
tax if the transferor (seller) is a foreign person. To inform the
transferee (buyer) that withholding of tax is not required upon the
disposi tion of aU. S. real property interest by THE CITY OF
CLEARWATER, FLORIDA, a Florida municipal corporation, We, MICHAEL
WRIGHT, CITY MANAGER and CYNTHIA E. GOUDEAU, CITY CLERK of THE CITY
OF CLEARWATER, FLORIDA, a Florida municipal corporation, hereby
certify the following:
1. Said municipal corporation is not a nonresident alien for the
purposes of U.S. income taxation;
2. Said municipal corporations tax identifying number is
596000289 ; and
3. Said municipal corporationls address is:
P.O. BOX 4748
CLEARWATER. FLORIDA 34618-4748
I understand that this certification may be disclosed to the
Internal Revenue Service by the transferee and that any false
statement I have made here could be punished by fine, imprisonment
or both.
Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is
true, correct and complete.
~z..
IA E. GOUDEAU
, '
.^........,
1, Jacqua lyn DeGroY, do hereby cert;fy that 1 am the secretary of the
community Rede,elopment AgencY of the city of Clear\'later, florida, and that the
fo 11 0\'1 i ng named indi ,idua 1 s are the Chairperson, Execut i,e oirector and Secretary
of the community Rede,elopment Agency of the City of Cleafl'/ater, florida:
~rthur X. Deegan, 11 - Chairperson
Peter F. Gozza - Executive Director
Jacqua1ine DeGraY - Secretary
IN WliNESS ~EREDF, 1 hO"e hereunto set my hand and affixed the seal of the
agency th is .if:?" _ day of December, 1993.
INCUMBENC~CER11flC~1E
-
-i.
'-1~@~~~Jt>fF
DR219
R 7/92
P. RennlckjLandtech 66
FLORIDA DEPARTMENT OF REVENUE
1111
Rev. App.. #05. 04/93
RETURN FOR TRANSFERS OF INTEREST IN FLORIDA REAL PROPERTY
WARNING: FAILURE TO FILE THIS RETURN SHALL RESULT IN A PENALTY OF $25.00
IN ADDITION TO ANY OTHER PENALTY IMPOSED BY THE REVENUE LAWS OF FLORIDA
PARCEL
1. IDENTIFICAllON
NUMBER
16/29/15/32292/013/0010
,Scl:erj
IS THIS TRANSACTION
A SPLIT OR CUTOUT FROM
ANOTHER PARCEL?
Canmun.ity REdevelopment Agency oi the City of Clearwa
N
~~+o
~v r chase,
2. IS THIS A MUL TIPARCEL
TRANSACTION? ________u__m______>
3. GRANTOR
PHONE
NO.
4. GRANTEE
ATRIUM AT CLEARWATER LIMITED
(Buyer)
STREET
ADDRESS
CITY/STATE
PHONE
NO.
1601 FORUM PLACE, SUITE 805
WEST PALM BEACH / FL 33401
DATE OF SALE
SALE PRICE
5.
12 1 93
50,000.00
PROPERTY LOCATED IN:
62
COUNTY. FLORIDA
(COUNTY CODES ON REVc)
MONTH DA Y YEAR
6c TYPE OF DOCUMENT __m>
TO THE BEST OF YOUR KNOWLEDGE
WERE THERE UNUSUAL
CIRCUMSTANCES?
MARK THOSE THAT APPLY:
Warranty
Deed
Quit Claim
Deed
Contract/Agreement
lor Deed
Other
x
Title Defects
Sale under Duress
6. PROPERTY
TYPE AT TIME
R
E
S
C
o
M
x
N
D
Related to Seller Forced Sale by Court
Order
Sale of a Partial or
Undlvtded Interest Other
A M G V A
G 0 A C
R S V C R
C
IF "YES". PLEASE STATE THE
X NO AMOUNT ATTRIBUTABLE TO
THE PERSONAL PROPERTY
7.
Mineral Rights
Foreclosure
OF SALE? M
TO THE BEST OF YOUR KNOWLEDGE.
9. WAS UNUSUAL PERSONAL _m.> YES
PROPERTY INCLUDED IN THE SALE?
10. AMOUNT OF DOCUMENTARY STAMPS AFFIXED TO DOCUMENT? m___________mmm_>
350.00
11. IF ITEM NUMBER 10 IS "ZERO". IS DEED EXEMPT FROM DOCUMENTARY
STAMP TAX UNDER 5201.01(6). FLORIDA STATUTES? YES
x
NO
x
NO
uate
TO BE COMPLETED BY THE CLERK OF THE CIRt IT COURT'S OFFICE
O.R. BOOK >
AND
PAGE NUMBER >
CLERK'S DATE STAMP
&
< FILE NUMBER
DATE BOOK & PAGE NO.
< OR FILE NO. RECORDED
fgI8~~~~,oF
DR219
R 7/92
P. Rennlck/Landtech 86
FLORIDA DEPARTMENT OF REVENUE
1111
Rev. App.. #05, 04/93
RETURN FOR TRANSFERS OF INTEREST IN FLORIDA REAL PROPERTY
WARNING: FAILURE TO FILE THIS RETURN SHALL RESULT IN A PENALTY OF $25.00
IN ADDITION TO ANY OTHER PENALTY IMPOSED BY THE REVENUE LAWS OF FLORIDA
PARCEL
1. IDENTIFICATION
NUMBER
15/29/15/54450/006/0011
2, IS THIS A MUL TIPARCEL
TRANSACTION? mo__m______m___>
IS THIS TRANSACTION
A SPLIT OR CUTOUT FROM
ANOTHER PARCEL?
Community Redevelopment'Agency of the City of Clearwater
N
N
3. GRANTOR
(Seller)
PHONE
NO.
4, GRANTEE
ATRIUM AT CLEARWATER LIMITED
(Buyer)
STREET
ADDRESS
CITY/STATE
PHONE
NO.
1601 FORUM PLACE, SUITE 805
SuJQ
C~
WEST PALM BEACH / FL 33401
DATE OF SALE
SALE PRICE
5.
12 1 93
o
PROPERTY LOCATED IN:
62
COUNTY. FLORIDA
(COUNTY CODES ON REV.)
MONTH DAY YEAR
6. TYPE OF DOCUMENT ..m>
TO THE BEST OF YOUR KNOWLEDGE
WERE THERE UNUSUAL
CIRCUMSTANCES?
MARK THOSE THAT APPLY:
~::gIOIY X
Qull Clulm
Dced
Conlruct/Agreemcnt
tor Deed
Other
ntle Defects
Sale under Duress
8. PROPERTY
TYPE AT TIME
R
E
S
C
o X
M
N
D
Related to Seller Forced Sale by Court
Order
Sale of a Partial or
Undivided Interest Other
A M G V A
G 0 A C
R S V C R
C
IF "YES", PLEASE STATE THE
X NO AMOUNT ATTRIBUTABLE TO
THE PERSONAL PROPERTY
7.
Minerai Rights
Foreclosure
OF SALE? M
TO THE BEST OF YOUR KNOWLEDGE,
9. WAS UNUSUAL PERSONAL ----.> YES
PROPERTY INCLUDED IN THE SALE?
10. AMOUNT OF DOCUMENTARY STAMPS AFFIXED TO DOCUMENT? ________________m_>
o
l1c IF ITEM NUMBER 10 IS "ZERO", IS DEED EXEMPT FROM DOCUMENTARY
STAMP TAX UNDER 5201.01(6), FLORIDA STATUTES?
WAS THE PROPERTY E
IMPROVED AT Y S
TIME OF SALE?
I h"'Ui: '1(:1& ~",d by - .ad 'a 'he b~1 01 m, knowledge aod be'eI . ~ . 'rue aod complele ,elam
gna ure 0 ran or. ran ee or ran ee 5 gen uate
YES
X
NO
X
NO
TO BE COMPLETED BY THE CLERK OF THE ~I
O.R. BOOK >
AND
PAGE NUMBER >
CLERK'S DATE STAMP
&
< FILE NUMBER
DATE BOOK & PAGE NO,
< OR FILE NO, RECORDED
r'...
Bti~T9rOO~l~rbfF
A'CI!;{fflgLE~
DR219
R 7192
P.Rennlck{Landtech 86
FLORIDA DEPARTMENT OF REVENUE
1111
Rev. App., ,,"OS, 04193
RETURN FOR TRANSFERS OF INTEREST IN FLORIDA REAL PROPERTY
WARNING: FAILURE TO FILE THIS RETURN SHALL RESULT IN A PENALTY OF $25.00
IN ADDITION TO ANY OTHER PENALTY IMPOSED BY THE REVENUE LAWS OF FLORIDA
PARCEL
1. IDENTIFICATION
NUMBI;:R
16/29/15/32292/013/0010
2. IS THIS A MUL TIPARCEL
TRANSACTION?--m-m---------->
i Sel:erj
IS THIS TRANSACTION
A SPLIT OR CUTOUT FROM
ANOTHER PARCEL?
Community Redevelopment Agency of the City of Clearwater
N
y
3, GRANTOR
PHONE
NO.
4. GRANTEE
ATRIUM AT CLEARWATER LIMITED
(Buyer)
STREET
ADDRESS
CITY/STATE
PHONE
NO.
1601 FORUM PLACE, SUITE 805
~m.~{
3(d e-~ Hdlfl~
WEST PALM BEACH / FL 33401
DATE OF SALE
SALE PRICE
5,
12 1 93
10.00
PROPERTY LOCATED IN:
62
COUNTY, FLORIDA
(COUNTY COOI;:S ON REV.)
MONTH DA Y YEAR
6c TYPE OF DOCUMENT -----,
TO THE BEST OF YOUR KNOWLEDGE
WERE THERE UNUSUAL
CIRCUMSTANCES?
MARK THOSE THAT APPLY:
Warranly
Deed
Quit Claim
Deed
conlra~~~'tl:~~ent
Other
x
Title Defects
Sale under Duress
6. PROPERTY
TYPE AT TIME
OF SALE?
R
E
S
c
o X
M
M
N
D
Related to Seller Forced Sale by Court
Order
Sale of a Partial or
Undivided Interest Other
A M G V A
G 0 A C
R S V C R
C
IF "YES". PLEASE STATE THE
X NO AMOUNT ATTRIBUTABLE TO
THE PERSONAL PROPERTY
7.
Minerai Rights
ForeClosure
TO THE BEST OF YOUR KNOWLEDGE.
9. WAS UNUSUAL PERSONAL _em' YES
PROPERTY INCLUDED IN THE SALE?
10. AMOUNT OF DOCUMENTARY STAMPS AFFIXED TO DOCUMENT? ______._______m___________,
.70
11. IF ITEM NUMBER 10 IS "ZERO", IS DEED EXEMPT FROM DOCUMENTARY
STAMP TAX UNDER s201.01(6). FLORIDA STATUTES? YES
X
NO
X
NO
uate
TO BE COMPLETED BY THE CLERK OF THE CIR T COURT'S OFFICE
CLERK'S DATE STAMP
O.R. BOOK >
AND
PAGE NUMBER>
&
< FILE NUMBER
DATE BOOK & PAGE NO,
< OR FILE NO. RECORDED
..-'
TRANSFERORS CERTIFICATION PURUSANT TO SECTION 1.1445-1T
(SECTION 1445 WITHHOLDING)
section 1445 of the Internal Revenue Code provides that a
transferee (buyer) of a U.S. real property interest must withhold
tax if the transferor (seller) is a foreign person. To inform the
transferee (buyer) that withholding of tax is not required upon the
disposition of a U.S. real property interest by COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, a governmental
agency created pursuant to Chapter 163. F.S.. I, PETER F. GOZZA,
EXECUTIVE DIRECTOR of COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
CLEARWATER, a governmental agency created pursuant to Chapter 163.
F.S. hereby certify the following:
1. Said Agency is not a nonresident alien for the purposes of U.S.
income taxation;
2. Said Agency's tax identifying number is
; and
596000289
3. Said agencyls address is:
P.O. BOX 4748
CLEARWATER, FLORIDA 34618-4748
I understand that this certification may be disclosed to the
Internal Revenue Service by the transferee and ,that any false
statement I have made here could be punished by fine, imprisonment
or both.
Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is
true, correct and complete.
c:::/4;tL~
R F. GO A
"
"'-,
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that the foregoing is a true and correct copy
of the original document entitled "TRANSFERORS CERTIFICATION
PURSUANT TO SECTION 1.1445.1T (SECTION 1445 WITHHOLDING)."
w,TRess my hand and official seal of the City of Clearwater
this /~ day of December, 1993.
~..
c~
~'QL y ~ yn iana, ~ As~~stant CIty Clerk
t[-. ....;_
.
.
..., ~
...., !, --
'-
,
t.
RESOLUTION NO. 93-68
A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA,
AUTHORIZING THE SALE OF THE PROPERTY COMMONLY KNOWN AS
THE "ATRIUM AT CLEARWATER SQUARE" OR THE "SUN BANK
BUILDING;" APPROVING THE FORM OF A SALE-PURCHASE
AGREEMENT, INCLUDING THE ADDENDUM THERETO, BETWEEN THE
CITY AND WALTER T. KRUMM VENTURES, INCORPORATED, OR
ASSIGNS, JOINED BY THE COMMUNITY REDEVELOPMENT .A.GENCY OF
THE CITY OF CLEARWATER, PROVIDING FOR SUCH SALE;
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF
SAID AGREEMENT AND THE CONSUMMATION OF ANY TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING A RIGHT OF FIRST REFUSAL
ON THE PROPERTY PRESENTLY OCCUP I ED BY THE CLEARWATER
POLICE STATION; PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Clearwater desires to sell the
property commonly known as the "Atrium at Clearwater Square" or the "Sun Bank
Bu i 1 ding," pursuant to a Sa le-Purchase Agreement wh i ch has been prepared for such
purpose, and to consummate any transact ions contemp 1 ated by sa i d agreement,
including but not limited to the granting of a right of first refusal on the
property presently occupied by the Clearwater Police Station; now therefore,
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
CLEARWATER, FLORIDA:
Section 1. The sale of the City-owned property commonly known as the
"Atrium at Clearwater Square" or the "Sun Bank Building" pursuant to the terms
of a Sa 1 e-Purchase Agreement, i nc 1 ud i ng the Addendum thereto and the exh i bits and
schedules attached thereto (collectively, the "Agreement"), the form of which is
attached hereto as Exhibit A, between the City as Seller and Walter T. Krumm
Ventures, Incorporated, as Purchaser, jo i ned by the Commun i ty Redeve 1 opment
Agency of the' City of Clearwater, is hereby approved except as prov i ded in
Section 2 below. The consummation of any transactions expressly contemplated by
the Agreement, including but not limited to a right of first refusal on the
property presently occupied by the police station, and the taking of actions
necessarily related to closing and consistent with the terms of the Agreement,
are hereby authorized,
Section 2. The Mayor and City Manager are hereby authorized and directed
to execute the Agreement in substantially the form attached as Exhibit A, SUBJECT
TO the following changes, which shall be made before execution of the Agreement
by the City and which shall require the approval of the Purchaser:
1. In the Addendum, delete paragraph 9 ("Capital Improvements").
2. In the Option to Purchase (Exhibit I to the Addendum), delete the
provision in paragraph 9 (page 3) that the note will be a "nonrecourse note,"
3. I n paragraph 9 (c) of the Sa 1 e-Purchase Agreement (page 8), de 1 ete the
proposed new phrase, "a 11 of wh i ch agreements sha 11 be termi nated by Se 11 er at
Closing, if possible, but in not [sic] event later than 30 days after closing,"
and substitute the following: "The agreement(s) between Seller and Faison
Associates shall be terminated by Seller effective as of the date of Closing, if
..'J /) / ~_.
!J -' - /"" ,,<,)
I ",--' ~ ~
0"
...".
.
.
.~
~
f
possible, but not later than 30 days after the date of Closing. All other
agreements described in this paragraph may be terminated by Purchaser in
accordance with their terms."
4, The form of the agreement for access, contro 1 and ma i ntenance of the
parking garage and walkway (to be attached as Exhibit I to the Agreement) shall
consist of an assumption of the January 8, 1990, Maintenance and Operation
Agreement for the Park Street Garage, with such reasonable modifications as the
parties may agree; provided, however, that any modifications shall require the
express approval of the City Commission.
S. The City sha 11 pro v i de, in accordance wi th paragraph 1 of the
Addendum, the form of an easement to permit the continued maintenance of the
walkway over Park Street.
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 21st day of October, 1993,
~[. fi,- y~
ia E. Goudeau
C 1 e'tk
Rita Garvey
Mayor-Commissioner
Attest:
2
'"'1 '
(j .'0') -> "
1.>- '\..,/
I
..:Jill
.
('
. I
~_ J1
,- ....---
e
e
RESOLUTION NO. 93-4
A RESOLG~ION OF THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA, AUTHORIZING THE
EXECUTION OF A SALE-PURCHASE AGREEMENT, INCLUDI NG THE
ADDENDUM THERETO I BETWEEN THE CITY OF CLEARI-iA TER AND
WALTER T. KRUMM VENTURES, INCORPORATED, OR ASSIGNS, FOR
THE SALE BY THE CITY OF THE PROPERTY COMMONLY KNOWN AS
THE "ATR IUM AT CLEARWATER SQUARE II OR THE II SUN BANK
BUILDING;" AUTHORIZING THE SALE BY THE COMMUNITY
REDEVELOPMENT AGENCY OF THE PROPERTY COMMONLY KNOWN AS
THE "PARK STREET GARAGE II PURSUANT TO AN OPTION-TO-
PURCHASE AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT
AGENCY AND WALTER T. KRUMM VENTURES, INCORPORATED, OR
ASSIGNS; APPROVING THE FORM OF THE OPTION-TO-PURCHASE
AGREEMENT AND AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE OF SAID AGREEMENT IN ACCORDANCE WITH ITS
TERMS; AUTHORIZING THE CONVEYANCE OF AIR RIGHTS ABOVE
THE "PARK STREET GARAGE" TO WALTER T. KRUM~l VENTURES,
INCORPORATED, OR ASSIGNS; PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Community Redevelopment Agency of the City of Clearwater
desires to sell the property commonly known as the "Park Street Garage" in
conjunction with the sale by the City of Clearwater of the property known as
"Atrium at Clearwater Square" or the "Sun Bank Building," which sale by the City
includes the sale of the upper two floors of the "Park Street Garage;" at~d
WHEREAS, the City of Clearwater and Wa lter T. Krumm Ventures, Incorporated,
have entered into a Sale-Purchase Agreement providing for the sale of such
property, and the Community Redeve'lopmer.t Agency desires to join in such
Agreement and to consummate any transactions contemplated by said Agreement,
including but not limited to the granting of an option to purchase the "Park
Street Garage" and the conveyance of air rights above the "Park Street Garage; II
now therefore,
c9/- {)?t. -0/
C Jl /-J
Q-7 //
'1~) -7'-,... "j r
, I ~
BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA:
Sect i on 1. The Sa 1 e-Purchase Agreement, i nc 1 ud i ng the Addendum thereto and
the exhibits and schedules attached thereto (collectively, the "Agreement"), the
form of which is attached hereto as Exhibit A, between the City of Clearwater as
Seller and Walter T, Krumm Ventures, Incorporated, as Purchaser, is hereby
approved to the extent that the Agreement affects the property and obligations
of the Commun i ty Redeve lopment Agency, The Cha irperson and the Execut i ve
Director of the Community Redevelopment Agency are hereby authorized and directed
to execute the Agreement in substantially the form attached hereto, subject to
the changes set forth in Resolution 93-68 of the City Commission of the City of
Clearwater, and subject to the adoption of said resolution and the execution of
said Agreement by the appropriate officials of the City of Clearwater,
Sect ion 2, The sa le of the property common ly known as the "Park Street
Garage" pursuant to the terms of an Option-to-Purchase Agreement between the
Community Redevelopment Agency as Seller and Walter T. Krumm Ventures,
Incorporated, as Buyer, the form of which is attached as Exhibit I to the
...
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.
e
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,. -~
Addendum to Sale-Purchase Agreement between the City of Clearwater and Walter T,
Krumm Ventures, Incorporated, is hereby approved. The Cha i rperson and the
Executive Director of the Community Redevelopment Agency are hereby authorized
and directed to execute the Option-to-Purchase Agreement in substantially the
form attached hereto, The consummation of any transactions expressly
contemp 1 ated by the Agreement and the Opt ion-to-Purchase Agreement, and the
taking of actions necessarily related to closing and consistent with the terms
of the Agreement and the Option-to-Purchase Agreement, are hereby authorized,
including but not limited to the conveyance of air rights above the "Park Street
Garage" to Walter T, Krumm Ventures, Incorporated, or assigns.
Section 3, This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 21st day of October, 1993.
Sf
/f \
'/. . \
Ii ! ;"t/I . , t'l
[iy_J:J../'r~-^-u~
Arthur X. Deegan II, ~airperson
c/~/
P er, za, ~ive Director
['
\
it "
~t~(
02/~ LJ}~ -~/
t~ IJ c;3-/i(I5
I hereby certify that this is a true and
correct copy of the original as it ,
8jppeaI5 in the files of the City of
Cleiirvvater. Witness m.v hand and
~~
D ity ClmlcJ
2
RESOLUTION NO. 93-5
A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA, PROVIDING FOR THE
DEFEASANCE AND/OR REDEMPTION OF THE OUTSTANDING
PRINCIPAL AMOUNT OF THE COMMUNITY REDEVELOPMENT AGENCY I S
TAX I NCREMENT AND LEASE REVENUE BONDS, SER IES 1986;
PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA:
Section 1. Authority for this Resolution. This resolution is adopted
pursuant to the provisions of Chapter 163, Part III, Florida Statutes, and other
applicable provisions of law.
Section 2. Authorization for Redemption. The Community Redevelopment
Agency (the "Agenci') has authorized the execution of a Memorandum of
Understanding with Atrium at Clearwater, Limited, a Florida limited partnership
(the "Buyer") regarding the acquisition by the Buyer of the Sun Bank/Atrium
Building from the Agency. In conjunction with the sale, the Agency has granted
the Buyer an option to acquire land together with the first two stories of a
public parking facility located thereon which is currently leased to the City of
Clearwater, Florida, pursuant to a Lease Agreement dated as of August 28, 1986.
In order to transfer title to the parking facility to the Buyer upon the exercise
of the option, the Agency will have to provide for the redemption or defeasance
of the remaining outstanding principal amount of its Tax Increment and Lease
Revenue Bonds, Series 1986 (the "Bonds"). The Agency hereby commits that upon
the exercise of the option to purchase the parking facility by the Buyer the
Agency will use the sale proceeds thereof to redeem and/or defease the Bonds, all
in accordance with the provisions of Resolution No. 86-1 (CRA) adopted by the
Agency on February 20, 1986.
Section 3. Effective Date.
upon adoption.
This resolution shall take effect immediately
PASSED AND ADOPTED this 13th day of December, 1993.
Q1~( &. ~ld
Chairperson
I hereby certify that this .
ot -.' IS a true aDd
oorre l:Opy ox the cri"inal as "t
a.pp.ears ill tile f~les of the City ~
Cl~a~v'lter. ~"tlness m hand and
OfflClal seal of the ity ~ "1~___
Trhis I~~ of -......:wwalar4
-:Y l~
Goiza,
Director
~;
,
S ELL E R(S)
Prepared by '. .,' ','.,' ',." ...... ....,. .', " '.. ..... ., ......... ..,. ..
RICHARDS GILKEY'..FITESL.AlJGHTERPRATESI&WARO,dPA
1253 Park Street . . , .. .' .... '. , . .,
Clearwater, Florida 34616
, PH: (813)-443-3281
SELLER(S): .............. THE CITY OF CLEARWATER,FLORIDA
PURCHASER(S):,;.... ATRIUM AT CLEARWATER LIMITED
PROPERTY: ............. 601 CLEVELAND ST" CLEARWATER, FLORIDA 34615
FILE NO.#: ............... SUNBANK
Sales Price: ",."",.", ",.",...."".."", ,.....""",..,
County Taxes: 12/01 - 12/31: .....................,
1993 R,E. TAXES: ........................................,
OPTION FEE: "."",.."..",.....",..".""....."""",
PERS PROP 12/1-12/31: ..............................
SERVo CONTR SEE SCHED. C: ...................
PREPAIDS SEE SCHED. D: ..........................
UPS BOX RENTAL: ..., ..........,........................
SECURITY DEP SEE SCHED B: ..................
CASH DUE TO SELLERS: ............................
TOTALS:",..",...,.."",."."..."""..""...""",..,.. ,
SETTLEMENT DATE: 12/01/93
PRORATION DATE: 12/01/93
CHARGES'
..
140,368,18
535.04
17,157.69
6,356,707,40
----------
----------
6,514,768.31
THE CITY OF CLEARWAT R,FLORIDA
TA GARVEY,
MAYOR-<XHUSSIrnER
:~
M.A. TH,.
CITY ATIDRNEY
CRI:OITS'
6,450,000,00
12,975.23
50,000,00
4.28
324,33
1,464,47
----------
----------
6,514,768,31
" , .... . :::-:../.::-...
~.
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-'
RECEIVED FROM
UNIGLOBE SUN
JULIANS CAFE
FIRST NAT. BAR
MICRO-ERGICS
MPL INTERNAT.
INTER. TECH TRNS.
U.S. COMPUTER
T.D. SERVICE FIN.
e
SCHEDULE "B"
SECURITY DEPOSITS
LOCATION
SUITE 120
SUITE 114
SUITE 105
SUITE 200
SUITE 295
SUITE 550
SUITE
SUITE 680
TOTAL SECURITY DEPOSITS HELD BY LANDLORD
e
AMOUNT RECEIVED
$2,540.27
1,600.00
2,333.34
2,006.25
615.25
921. 10
5,598.00
1,543.48
$17,157.69
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SCHEDULE "c"
SERVICE CONTRACTS
DESCRIP. OF PAID SELLER
CONTRACT NAME CONTRACT. PYMT AMNT THRU OWED
DELTA BUSINESS COPIER 69.48 (MO) 11/18-
EQUIPMENT MAINT. 12/18 41.69
.
GENERAL FURNITURE 238.56 (MO) 11/22-
FURNITURE RENTAL 12/21 166.99
LEASING
PITNEY BOWES POSTAGE 84.00 (QTR) 10/16-
METER/SCALE 01/15 42.93
TAMPA BAY TRANE HVAC EQUIP 311.67 (MO) 11/08-
INSPECTION 12/07 72.72
TOTAL: 324.33
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SCIIEOULE 11011
PREPAID ITEMS
AMNT PERIOD SELLER
ENTITY PAID FROM TO OESCRIP. OWED
BOMA 100.00 1/1 -12/31/93 MEM. DUES 8.64
ALEXANDER & 1854.00 8/18-08/18/94 WRKRS COMP
ALEXANDER 1.325.74
BUREAU OF ELEVA'fOR
ELEV. INSP 180.00 8/1/93-8/1/94 FEES 119.56
DOWNTOWN 25.00 1/1 -12/31/93 DUES
CLWTR ASSOC 2.20
CLEARWATER 95.00 1/1 -12/31/93 YLY
CLUB DUES 8.33
TOTAL: 1,464.47
0J
..
'--
INST # 93-37347~
DEC 27, 1993 4:45h~
~~
40g
t:~~:.:~ This Agreement made this c1qdYhay of
. .,0-
. · _ among THE CITY CLEARWATER, FLORIDA,
PREPARED BY AND RETURN TO:
Emil G. Pratesi, Esquire
Richards, Gilkey Law Firm
1253 Park street
Clearwater, Florida 34616
PINELLAS COUNT~GFL~77
OFF.REC.BK 8515
EASEMENT FOR CROSSWALK
lJo\lemlo€<
, 1993, by and
a
municipal
corporation
_.._.-= organized under the laws of the state of Florida, (hereinafter
--_._........referred to as "city") whose address is P. O. Box 4748, Clearwater,
- ---'_. ..',. ",.~
---C"O'Florida 34618-4748, and COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
41 :1.,,-.~,
.ffOF CLEARWATER, FLORIDA, (hereinafter referred to as "CRA") whose
address is P. O. Box 4748, Clearwater, Florida 34618-4748, and
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ATRIUM AT CLEARWATER LIMITED, a Florida limited partnership,
(hereinafter referred to as "Atrium") whose address is 1601 Forum
Place, Suite 805, West Palm Beach, Florida 33401.
WIT N E SSE T H:
WHEREAS, Atrium is the owner of the certain real property more
particularly described in Exhibit "A" attached hereto and made a
part hereof; and
WHEREAS, CRA is the owner of that certain real property
described in Exhibit "B" attached hereto together with the air
space constituting the first two floors of the parking garage
constructed on the property described in Exhibit "B" commonly known
as the Park street Garage; and
WHEREAS, there currently exists over and above that certain
publicly dedicated city street known as "Park Street II a walkway
which spans and connects the property described in Exhibit "A" to
the property described in Exhibit "B"; and
WHEREAS, certain foundations and pillars which support and
hold the walkway exist on CRA property; and
WHEREAS, the walkway and supports therefore were validly
constructed; and
WHEREAS, the parties wish to confirm the authority of the
walkway to continue to exist and the supports therefor.
NOW, THEREFORE, in consideration of $10.00 and other good and
valuable consideration the receipt and sufficiency of which is
1
RARLEEN F
RECORD VERlFDEBLARER, CL~
lED BY: --=r==;.
It
. PINELLAS COUNTY FLA.
F.REC.BK 8515 PG 178
""
hereby acknowledged the parties agree as follows:
made a part hereof.
1. The recitals contained herein are true and correct and
described in Exhibit "C" attached hereto and made a part hereof.
walkway located over and above Park street and more particularly
2. The City and CRA hereby agree and consent to the existing
3. Ci ty and CRA hereby agree and consent to the foundations,
supports and pilings which support the walkway being located on the
property described in Exhibit "B".
4. City agrees that the walkway will not be required to be
walkway Atrium or its SUccessor in interest shall be entitled to
moved and that in the event of any damage or destruction to the
the event causing the damage or destruction.
rebuild and repair the walkway similar to its condition prior to
City and CRA will
grant reasonable temporary construction easements to effectuate
such repairs including any repairs which may be presently required
due to existing damage as of the date hereof.
5. Atrium shall be solely responsible for the maintenance
and repair of the walkway and agrees to keep and maintain the
walkway in good condition and repair. Atrium shall save and hold
City and CRA harmless from any claim, loss, damage, liability or
cause of action arising out of, related to, or in connection with
the walkway and Atrium or its tenants, invitees, servants,
maintenance thereof. In the event that Atrium fails or neglects to
employees or guests use in connection therewith or the repair and
either of them, at their sole and exclusive option shall have the
repair and maintain the walkway then in that event City and CRA, or
right to repair and maintain the walkway in the event City or CRA
health or welfare of the public.
determines that such condition constitutes a threat to the safety,
maintains the walkway or repairs any damage after giving notice to
In the event that City or CRA
wi thin i-5-- 60 days of notice of such damage unless such damage would
Atrium and Atrium I s failure to repair or maintain the walkway
consti tute a hazard to person or property in which case such
maintenance and repair will be conducted as soon as reasonably
2
.
. PINELLAS COUNTY FLA.
'~ FF.REC.BK 8515 PG 179
feasable Atrium shall be liable to City and CRA or either of them,
as the case may be for all reasonable and necessary costs and
expenses incurred by either in connection with any maintenance or
repair conducted by City or CRA.
6. Atrium shall have the sole right to discontinue the use
of the walkway at any time there being no grant, express or
implied, of any public purpose for the use, maintenance or
operation of the walkway.
7. Atrium at its sole cost and expense, and for the mutual
benefit of City, CRA and Atrium, shall carry and maintain the
following types of insurance in the amounts specified:
(1) Hazard insurance covering the walkway against loss
or damage by fire and against loss or damage by other risks now or
hereafter embraced by "extended coverage," so called, in amounts
sufficient to cover the replacement cost of the walkway in the
event of damage or destruction thereof.
(2) Comprehensive public liability insurance, including
property damage, insuring Atrium, City and CRA against liability
for injury to persons or property occurring in or about the walkway
or arising out of the easement, maintenance, use, or occupancy
thereof. The liability under such insurance shall not be less than
$1,000,000.00 for anyone person injured or killed and not less
than $3,000,000.00 for anyone accident and not less than
$100,00.00 for personal property damage per accident.
8. This Easement is granted to Atrium and appurtenant to the
property described in Exhibit "A" and shall inure to the benefit of
Atrium, its successors or assigns.
9. All notices shall be given by certified mail return
receipt requested directed to the parties at the addresses set
forth below:
As to City:
P.O. Box 4748
Clearwater, Florida 34618-4748
As to Atrium:
Attention: Walter J. Mackey, Jr., Esq.
1601 Forum Place, suite 805
West Palm Beach, Florida 33401
and
3
e
.. PINELLAS COUNTY FLA.
~F.REC.BK 8515 PG 180
921 Chatham Lane, Suite 110
Columbus, Ohio 43221
10. This Agreement is binding on and shall inure to the
benefit of the parties, their successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement
the date stated above.
Jr.
A
Rita Garvey
Mayor-Commissioner
Approved
and cor
~
M.A. Galbra'
City Attorn
form
Attest:
N~d~flA
~~\-~
N me: .G.A N i S f}\. V-ft. '2 '-/W It RA
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER,
FLO A ')
,;-- .
ATRIUM AT CLEARWATER LIMITED,
a Florida limited partnership
BY: Atrium at Clearwater,
Incorporated, a Florida
~~;\n;~ation,~ General
BY:~~, \UlLL-
Walter T. K umm
President
STATE OF F\ or\ 6 Lt"....
COUNTY OF ~l l\.{JUa S
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, RITA
GARVEY, MICHAEL WRIGHT, M.A. GALBRAITH, JR., and CYNTHIA E.
GOUDEAU, as Mayor-Commissioner, City Manager, City Attorney and
City Clerk, respectively of the above named City, who are
personally known to me or who have produced ~\C~
- as identification, and they are the persons described in and who
executed the foregoing Easement for Crosswalk and they acknowledged
then and there before me that they executed the same as such office
4
.
~PINELLAS COUNTY FLA.
~.REC.BK 8515 PG 181
on behalf of said City for the purposes therein expressed; and that
the said Easement for Crosswalk is the act and deed of sa~~v~
W1#~GOTT8C~
WITNESS my hand and officia~~seal this ~ day o~~~~~i;~..~Y~
~J{)"eVYtbe( , 19:@. ~ ... .~~y~; ~~\
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Commlsslon No. '*' .o'1i...-..*~~-<< ~
My Commission Expires "[/1Iti',';/c, STt\ \~\~\~
1,,",",,
STATE OF
COUNTY OF
fLc> ice. I DA
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I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, ARTHUR X.
DEEGAN, II, PETER GOZZA and ~~QI,* as Chairman,
Executive Director and Secretary, respectively of the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a body
politic and corporate under the laws of the State of Florida, on
behalf of the Agency, who are personally known to me or who have
produced as identification, and they are
the persons described in and who executed the foregoing Easement
for Crosswalk and they acknowledged then and there before me that
they executed the same as such office on behalf of said agency for
the purposes therein expressed; and that the said Easement for
Crosswalk is the act and deed of said agency.
*Jacquelyn De Groy
WITNESS my hand and official seal this ~day of
r:0 P.A'~ ,19~.
~~ 111. ~~"
Name: --4./'1 N I ~ fI1, {2. YUJA R /1
Notary Public
Commission No.
MY,Gqmmission Expires:
{~y.;;j,',';;};~ ".;y CO\~l~~~~r~:; ',! ~Z~~~~v~XP;RES
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....~';;r~'~lt.;~i:~~.. 60iJ0Eu THi1U T~JY FAIN INSUPJJJCe, 1NC..
STATE OF
COUNTY OF
-r~ (5 (<Dc....
\> I (\~ \\ lI_S
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, WALTER T.
KRUMM, as President of Atrium at Clearwater Incorporated, a Florida
corporation, as general partner of Atrium at Clearwater Limited,
who is personally known to me or who has produced d\'V~~
\,c.,ei1.S--e as identification, and he is the person described in
and who executed the foregoing Easement for Crosswalk, and he
acknowledged then and there before me that he executed the same as
such general partner on behalf of said partnership for the purposes
therein express; and that said Easement for Crosswalk is the act
and deed of said partnership.
WITNE$p my hand and official seal this ~q~day of
NO~e.m\o.Q.r , 1993.
&w,l~D
ame:
~-tary Public
commiSSiOl\\\'NfR~
My co~~~' !f&ires:
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5
.
PINELLAS COUNTY FLA.
~OFF.REC.BK 8515 PG 182
EXHIBIT "A"
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public Records
of Hillsborough County, Florida of which pinellas County was
formerly a part, less road right of way, together with that portion
of said Block "13" which was formerly an alley, running East and
West through said Block "13", also vacated railroad right of way
described as follows: Begin at Southeast corner of said Lot 2,
Block "13", run thence East, along the Northerly right of way
of Park Street, 60.18 feet thence Northerly along the Easterly
right of way line of said railroad right of way also the West
lines of Lots 7 & 8, Block "20" of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 229.0 feet more or less to the Southerly right of
way line of Cleveland Street; thence West, along the said right
of way line; 60.18 feet thence South along the Westerly right of way
line of said railroad right of way line also the Easterly line
of Lots 2 and 3, Block "13", of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 228.93 feet more or less to the Point of Beginning.
All being in Section 16, Township 29 South, Range 15 East, Pinellas
County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD
AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly right
of way of Park Street (Park Avenue - Plat) (A 60 foot right of way),
North 89 degrees 45'53" West, 110.22 feet to the Southwest corner
of Lot 1, Block 13 of said GOULD AND EWINGS 1ST AND 2ND ADDITION;
thence along the Eastern right of way of South Garden Avenue North
00 degrees 02'16" East 227.94 feet to the apparent Southerly right
of way line of Cleveland Street as it now exists; thence South
89 degrees 50'01" East 189.03 feet to the Easterly line of the
vacated S.C.L.R.C. right of way; thence South 04 degrees 42'26"
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 89 degrees 45'53" West, 60.18 feet to the Point of
Beginning.
SEE ATTACHED CONTINUATION SHEET. . .
. 1
.
~ PINELLAS COUNTY FLA.
"OFF. REC. BK 8515 PG 183
PAGE TWO
LEGAL DESCRIPTION CONTINUED.
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:
Conunence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book I, Page 70, Public Records
of Hillsborough County, Florida of which Pinellas County was
formerly a part, as a point of reference; thence North 89 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 218.94 feet; thence South
00 degrees 14'07" 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 89 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence North 89 degrees 45'53" West, 94.38 feet to point
"A" for convenience; thence North 09 degrees 45'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
PARCEL II:
Conunence at the aforedescribed point "A" as a point of reference;
thence North 00 degrees 14'07" 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 00 degrees 14'07"
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 bf Parcel
No. I above described.
- I
'.
e
... PINELLAS COUNTY FLA.
..,F.REC.BK 8515 PG 184
EXHIBIT "Bu
Lots 1, 2, 3, 12, 13 and 14 and railroad ri.ght-of-way lyi.ng westerly
of said Lots 1 and 14, all in Block "6", MAGJOLIA PARI< SUBOIVISICN,
as recorded in Plat Book 1, Page 70 and Plat. Book 3, Page 43, of the
Public Records of Pinellas Count.y, Florida.
LESS AND EXCEPT WE FOLIa-lIN3:
all those voltunes of air space situate in the City
of Clearwater, Pinellas Co.unty, Florida, containing the third
And fourth floors of a p&t~in9 garage structure and the ramp leading
from the second floQr to the third floor thereof, as desoribed
in Parcels I and II as follows:
P1\RCF.I. I:
Commence at the NortheAsterly corner of Lot ), Block "6" MAGNOLIA
P1\RK SUBDIVISION AS recorded in Plat Book 1, Page 70, Public Records
of lIillaborough County, Florida of which Pine lIas County was
formerly a part, as a point of reference; thence North 09 degrees
45'53" West, along the Southerly right ot way of Park Street (Park
Avenue - Plat) (A60 foot right of way) 210.94 feet; thence South
00 degcees 14'07" West:, 15.00 feet to a point On the face of a
precast concrete wall, said point belng the point of beginning;
thence continue along the face of said wall South 09 degrees 45'5)"
East, 109.21 feet; thence South 00 deqrees 14'07" West, 206.42
feet thence North ()9 deC]rees 45'5)" West, 94.30 feet to point
"1\" for convenience; thence North 09 deC]rees 45'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 deqrees 14'07"
East, 206.42 feet to the point of beC]inning.
'j'he lowest limits of said air space being the bottom of the support
beams for the third floor of the parkinC] garaqe at the lowest
level of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National GeOdetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
P1\RCEL II:
r.()IlIIlH~I\(:~ ill: I:hu II I'lIrfll!o/l(:rihwl fll)lnt "^" '"I II pnill!.: 01' r'C~I't1r()I\(:Il;
L1,uIICt: N()L-th 00 decJnHH:l 14'0',,, l~atlt, 104.21 teet to the point
of beginninC] of a 63.00 foot strip being .:n.50 feet on each side
of the following described line; thence South 00 degrees 14'07"
West 162.0 feet to the point of termination. 'l'he lower limits
of said air space being an inclined plane alonC] the bottom of
the slIpport beams for the ramp leadinC] from the second to third
f100ro of the parking gar.age. 'l'he lower point of which is the
point of beC]lnninq havinC] 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 th~ lower limits of Parcel
No. I above described.
. ,
..
. PINELLAS COUNTY FLA.
- FF.REC.BK 8515 PG 185
Exhibit "e"
, .
OVDHRAD OOHCRKTB WAUOlAY
Commenao a~ the Horthea.t corner ot Lot 3 BloOk a, ot Gould
And Ewinq'. Second Addition, a8 ~eoorded In PlAt Book 1, Page
~2( ot the ~lic RaQord. ot Hill.borough County, Plorida, ot
~h1Oh Pinella. oounty va. on08 a part1 thenoe Sa9~4"53"B,
along the South rlqht-ot-way l1n. of park Stre.t, 18 foet to
the Point of seg1nnincjU 'thence SOO-14'07"W, 1&.3 teet: more ot'
1098, to the face of tho Park street parking Garage, thence
8~~.4~'5J"Br along tho taoo of 8aid building, 15 teet, thence
ROO.14'07-E, 75.3 feet more or 10w8, to a point on the Horth
~19ht~ot-w.y line of Park Str.et: thenae run 889-45'53"W,
along .aid North right-otwway 1in8r 15 feet: thence run
800-14'07"W, 60 f..t to the ~oint of Beginning.
. ,
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4ItPINELLAS COUNTY FLtS6
OFF.REC.BK 8515 PG
Exhibi t "C!' . page 2
, -
THE A TRrUM
NOm lhl. ,. lIt' . -JI
OVERHEAD CONCRETE
WALKWA Y
PARK STREET P ARKINO GARAGE
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NOYO
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.
INST # 93-373.
DEC27, 1993 4:~PM
',:1)
, PREPARED BY AND RETURN TO:
Emil G. Pratesi, Esquire
Richards, Gilkey Law Firm
1253 Park street
Clearwater, Florida 34616
PINELLAS COUNTY FLtS7
OFF.REC.BK 8515 PG
e{u/tCf-' Lf 0 e
f1'k.L?'CJ This Agreement made this 14thday of
--ti~
- .7a.,between COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER,
EASEMENT AGREEMENT
December
, 1993, by and
~ (hereinafter referred to as "CRA") , whose address is P.O. Box
--'---'~
--.---------....,
---I 4748, Clearwater, Florida 34618 and ATRIUM AT CLEARWATER
.-.-..-......, . . ..
c__....: LIMITED, a Florida l:ulll,ted partnershl.p, (herel.nafter referred to as
t1._~.o/., "Atrium") , whose address is 1601 Forum Place, West Palm Beach, Florida, .
~ 33401, Suite 805 c/o Walter J. Mackey
WIT N E SSE T H:
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WHEREAS, CRA is the owner of the fee simple title to that
certain property more particularly described in Exhibit "A"
<!)
attached hereto together with the air rights to the first and
"1:;
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second floors of the parking garage located thereon, commonly known
OJ
a
as the Park street Garage; and
~
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B ~
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WHEREAS, Atrium has acquired the air space constituting the
third and fourth floors of the Park street Garage more particularly
described in Exhibit liB" hereto; and
WHEREAS, the parties wish to provide a means of ingress and
egress to and from the third and fourth floors of the Park Street
Garage all as hereinafter set forth.
NOW, THEREFORE, in consideration of $10.00 and other good and
valuable consideration the receipt and sufficiency of which is
hereby acknowledged the parties agree as follows:
1. The foregoing recitals are true and correct and made a
part hereof.
2. CRA hereby grants to Atrium a non-exclusive easement in,
to, over and across those drives, roads, streets, entrances and
alleys located on or within the first two floors of the Park Street
Garage more particularly described in Exhibit "c" attached hereto.
3. The easement granted herein to Atrium is appurtenant to
the property described in Exhibit "B" and shall inure to the
benefit of Atrium and all future owners of the property described
in Exhibit "B".
I
KARLEEN F. DEBLAKER, C~K
RECORD VERIFIED BY:~,
.
, PINELLAS COUNTY FLA.
F.REC.BK 8515 PG 188
date stated above.
IN WITNESS WHEREOF, this Agreement has been executed as of the
STATE OF F=L..O~ / 'DJ'l
COUNTY OF e I N~ LL ,,/S
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, ARTHUR X.
DEEGAN, II, PETER GOZZA, and JACQUELYN DEGROY, as Chairperson,
Executive Director and Secretary respectively, of Community
Redevelopment Agency of the City of Clearwater, Florida, who are
personally known to me or who have produced M It
as identification, and they are the persons described in and who
executed the foregoing Easement Agreement and they acknowledged
then and there before me that he executed the same as such office
on behalf of said Community Redevelopment Agency of the City of
Clearwater for the purposes therein expressed; and that the said
Easement Agreement is the act and deed of said Community
Redevelopment Agency of the City of Clearwater.
WITNESS my hand and official seal this IY~day of
~ ....JL<~.L...l~ , 1993.
Witnesses:
N~~b/IlNA
~'fh.~
Nam' : -1:/9 N /:i . ~ vLuIlM
STATE OF ~
COUNTY OF I'" (1, \ l~
ATRIUM AT CLEARWATER LIMITED, a
Florida limited partnership
BY: Atrium at
Incorporated,
corporation
Part r
Clearwater
a Florida
General
C}z~~ ?J11- c7~~~_
Name: .:1J'}'VIS /VI, r~ 2 'ILU14KA
Notary Public
Commission No.
MYGQ~issiQn:~xpines:
~~:1:~~';'1~l MY CW:!~~~;;r~0:;;;;5~~~~~ ~XP:RES
",~~~,:;~~.~~-:~"" BO:iDcD iHP.U TfiCY :=Al:'j eJSURANCE,INC.
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, WALTER T.
KRUMM, as President of Atrium at Clearwater Incorporated, a Florida
corporation, as general partner of Atrium at Clearwater Limited,
2
e
...., PINELLAS COUNTY FLA.
~F.REC.BK 8515 PG 189
who is personally known to me or who has produced
as identification, and he is the person described in
and who executed the foregoing Easement Agreement, and he
acknowledged then and there before me that he executed the same as
such general partner on behalf of said partnership for the pUrposes
therein express; and that said Easement Agreement is the act and
deed of said partnership.
1/7 WITN~SS ~y hand and official seal this ~ day of
~)~~ , 1993.
Name:
Notary ublic dA /. /.
Commission No. r.:...c-dJ... 7 33 ~
My Commission Expires: ~/~~91
EGP:rm
\clear\atrium\easement.agr
3
.
aPINELLAS COUNTY ,FLA.
.REC.BK 8515 PG 190
EXHIBIT "A"
Lots 1, 2, 3, 12, 13 and 14 and railroad right-of-way ly.ing westerly
of said Lots 1 and 14, all in Block "6", MAGNOLIA PARK SUBDIVISION,
as recorded in Plat Book 1, Page 70 and Plat Book 3, Page 43, of the
Public Records of Pinellas County, Florida.
LESS AND EXCEPr '!HE F'OLI.J:MU-.I3:
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 I, Page 70, Public Records
of Hillsborough County, Florida of which Pinellas County was
formerly a part, as a point of reference; thence North 89 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 210.94 feet; thence South
00 degrees 14'07" 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 89 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence North 09 degrees 45'53" West, 94.30 feet to point
"A" for convenience; thence North 09 degrees 45'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest lilnits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
PARCEL II:
COlllrnnncp. at: tho ilfor.(~cJnllc:ribod po.int: "A" IHJ Il poi.nt of n~foroneni
thence North 00 degrees 14'07" East, 104.21 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 00 degrees 14'07"
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.
. ,
.
~PINELLAS COUNTY FLA.
~.REC.BK 8515 PG 191
Exhibit "B"
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 desOribed
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 I, Page 70, Public Records
of Hillsborough County, Florida of which Pinellas County was
formerly a part, as a point of reference; thence North 09 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) CA 60 foot right of way) 210.94 feet; thence South
00 degrees 14'07" 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 09 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence Nortll 09 degrees 45'53" West, 94.30 feet to point
"A" for convenience; thence North 09 degrees 45'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
PARCEL II:
Commence at the aforedescrlbed point "A" as a point of reference;
thence North 00 degrees 14'07" East, 104.21 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 00 degrees 14'07"
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.
. ,
.
Exhibit "c"
. PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 192
LIOAL DISCRIPrIOlf. 011. llrOWI.EOtlII. EAJIKDT
. i'l :/1'0 THE 'I'tIIJUJc LlVIL qr 'l'fIB "AUU,O 'c.yAOI
. >. c . .. I I, '
A pon.on ot Lot. .I, 2, ),' U, .13, and 14 Ind UilrOld t'lfJht-cit-wly
lylll4f '....t.rly of Ulld'cLot. 'l.M :14, dl" 11'1 &100k' ..... MAcROLIA
- PAU IU8DIVilUON, .1 ucordld in II'let IkJt* 1, 1>89- '0, J'ubl1o
. ReCOrd. of HUhborouqh eounty, 'l~1d., ot"cvhl~h P1neU.. County
.v.. for.erly' . patt, .nd "let Book 3, paqe 43 of the Publ1c Record.
of I'ln_,11.. '.eounty, flor1d. Mlnq lion partlouhr.ly d"crl~ aa
tOllOWIl' . , ,
. !
ea...no. .t ~. North..at.r1y cotn.r'of ..ld Lot 3, ... point of
R.t.r.nc., tllllnc. N.89'45'53."" alo~ the lIouth.rly riqht-of-w.y
'flr' Pit-it Stre.t (P.rk AVWlU. - Plat) (. 10 foot. l'lqht of w.Y),
'109,11 t..t to the POint of 8~innin9' th.nee 8.00'14'01"t., 40,30
,fe.t, thenCl. H,89'4&'5'''"" 3.00 f..t to point "B", for
conv.nl.ne., th.ne. oontinue H....4"53."., 21.00 r..t, thane.
N,OO'14'O'''I., 40,30 f..t to . polntco~ the .for..aid South.rly
r.ll1ht"Of-w.y of' PlIIrlt Stl'l.t, thlnce S.89'45'53.I" alonq .aid
rlqht-ot"way, 30,00 f..t to the Poi~t of 8eqinnlnq,
TOCtTMlR "ITH .1'1 1n9r.....lqr... ......nt tor the rl.p le.dinq .fro.
t.h4I Ur.t floor to'th. "cond floor'-beinq d..Clrlbeld I. fallows,
8aqinninq .t the .fored..oribed point "I" .. a Point of Ref.r.ne.,
th.ne. S,OO'14'01""., 1!l1.12 f..t to point "C. tor conv.nl.no.,
thenc. H,'9'45'53.E" H.OO t..t., th.no. ..,00'14'07"1" 151.12 f..t
to . point on the Southerly lIne oroth. .bov. d..orlbed ......nt'
th.ne. 8.89'.~'53"." .10nq I.ld Southerly lin., 24.00 '..t to the
POint 0~,B.91nnin9' :
Th. low.r liMit. of ..ld ......nt bllnq In inclin.d P11". .10nq the
botto. of the .upport bea.. tor th....id re.p, the upper li.it. of
..id ......nt b.ll\q In ino11ne(1" pl.c. alonq the bottoa of the
aupport b.... for the rl.p l..dinq:fro. the .Icond ~loor to the
third floor. .:
~ITKIR WITH .nd inqr...-~rl.~ ......nt for the drivew.y throuqh
the ..(lond 'loor, bal'l9 d..eribed .. I fOl1owe t
C~.ne. .t the .fored..cribed point "C" .. . point of R.fer.nc.,
th.ne. S.00'14'07."" 12.00 f..t ~o'th. Point ot B.qlhnlnq.of the
24.00 foot atrip belnq l~.OO f..t and continuoua on ..eh .ld. for
the fo1l6vlnq d..dribld o.nt.r11"., thene. 11...'45'5'...,., 76.00
r.et, th.ne. N.00'14'07"'" 181.12 t..t, th.nc.8,.9'4!l"]"r."
128,00 t..tl thence 8,00'14'07.",. 181.12..it..t, th.nc.
N.89'45'!l3~W" 52,00 t..t ;~o the Point of 8eginnl"r
Th. lover 11.it. at ..id ......nt bainq the bott~~r the .upport
ba... tor the ..eond Uabr Of the parkinq qlraq.' Ind the upper
11.i t. beinlt the botto. ot the .upport be... tor th.\ tIIi rd floor of
the parklnq q."4q.. ,~
7C~~709G :~T 1?-')7-91
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.
,
INTRODUCTION
I. DATE OF CLOSING
December 1, 1993
II. PARTIES TO CLOSING
CITY OF CLEARWATER,a Florida municipal corporation ("city")
ATRIUM AT CLEARWATER LIMITED, a Florida limited partnership
( " A tr i um" )
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY,
by and through its agent, Richards, Gilkey, Fite, Slaughter,
pratesi & Ward, P.A. ("Title Company")
RICHARDS, GILKEY, FITE, SLAUGHTER, PRATESI & WARD, P.A.
Emil G. Pratesi ("Attorney for Icityl")
WALTER J. MACKEY, JR., ("Attorney for 'Atrium''')
III. CLOSING PACKAGE SETS
Three sets of the Closing Package have been prepared as
follows:
Set No. 1
Set No. 2
Set No. 3
"City"
"Attorney for Atrium"
"Atrium"
Set No. 1 contains originals of items 4, 6 and 12 plus copies of
all remaining items listed in Index.
Set No. 2 contains originals of Items 1 - 3, 4, 7 - 11 and 13 plus
copies of all remaining items listed in Index.
Set No. 3 contains copies of all items listed in Index.
.
.
INDEX
1. SPECIAL WARRANTY DEED - recorded December 27, 1993 in O.R. Book
8515, Page 174, of the Public Records of Pinellas County, Florida,
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, Grantor
and ATRIUM AT CLEARWATER LIMITED, Grantee.
2. EASEMENT FOR CROSSWALK - recorded December 27, 1993 in O.R.
Book 8515, Page 177, Public Records of Pinellas County, Florida.
3. EASEMENT AGREEMENT - recorded December 27, 1993 in O.R. Book
8515, Page 187, of the Public Records of Pinellas County, Florida.
4. EASEMENT AGREEMENT - recorded December 27, 1993 in O.R. Book
8515, Page 193, of the Public Records of Pinellas County, Florida.
5. OPTION TO PURCHASE - recorded December 27, 1993 in O.R. Book
8515, Page 200, of the Public Records of Pinellas County, Florida.
6. AMENDMENT TO MAINTENANCE AND OPERATION AGREEMENT - recorded
December 27, 1993 in O.R. Book 8515, page 213, of the Public
Records of Pinellas County, Florida.
7. SPECIAL WARRANTY DEED - recorded December 27, 1993 in O.R. Book
8515, page 168, of the Public Records of Pinellas County, Florida,
CITY OF CLEARWATER, Grantor and ATRIUM AT CLEARWATER LIMITED,
Grantee.
8. BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT
9. ASSIGNMENT AND ASSUMPTION OF LEASES, TENANCIES AND SECURITY
DEPOSITS
10. ASSIGNMENT OF RIGHTS UNDER ESCROW AGREEMENT FOR REPAIR OF
WALKWAY CANOPY
11. ASSIGNMENT AND ASSUMPTION OF LICENSES AND CONTRACTS
12. SECOND AMENDMENT TO DEVELOPMENT AGREEMENT - recorded December
27, 1993 in O.R. Book 8515, Page 257, of the Public Records of
Pinellas County, Florida.
13. RIGHT OF FIRST REFUSAL - recorded December 27, 1993 in O.R.
Book 8515, Page 241, of the Public Records of Pinellas County,
Florida.
(1)
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LAW OFFICES OF
RICHARDS. GILKEY. FITE.
SLAUGHTER. PRATESI
& WARD. P.A.
CLEARWATER. FLORIDA
t.
T
INST # 93-37346.
DEC 27, 1993 4: 4,;:::.-'
PREPARED BY AND RETURN TO:
EMIL G. PRATES I , ESQUIRE
Richards, Gilkey, Fite,
Slaughter, Pratesi & Ward, P.A.
1253 Park st.
Clearwater, Florida 34616
NTY FLA.
PINELLAS c~~ PG 174
OFF.REC.BK 85
---.
SPECIAL WARRANTY DEED
THIS SPEC);~L WARRANTY DEED made this .J l.f'th day of
DQ(e~oe.( ,19~ by COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF CLEARWATER, a Florida governmental agency created pursuant to
Part III, Chapter 163. F. S., whose address is 112 S. Osceola
Avenue, Clearwater, Florida, 34616, hereinafter called the Grantor,
to ATRIUM AT CLEARWATER LIMITED, a Florida limited partnership,
whose address is: 1601 Forum Place, Suite 805, West Palm Beach,
Florida, 33401, c/o Walter J. Mackey, Jr., of the County of Palm
Beach and State of Florida, hereinafter called the Grantee:
....
...
WIT N E SSE T H:
That the Grantor, for and in consideration of the sum of
TEN and NO/100 DOLLARS ($10.00), and other valuable considerations,
the receipt whereof is hereby acknowledged, by these presents does
grant, bargain, sell alien, remise, release, convey and confirm
unto the grantee all that certain land situated in Pinellas County,
Florida, viz:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART
HEREOF.
Subject to restrictions, easements and reservations
of record and taxes for the year of 1994.
Grantee on behalf if 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 sales 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 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.
PROPERTY APPRAISER'S TAX I.D. NO.: 15/29/15/54450/006/0011
GRANTEES TAX I.D. NO.: 59-3209703
TOGETHER with all the tenements hereditaments and appurt-
enances there to belonging or in anywise appertaining.
TO HAVE AND TO HOLD, the same in fee simple forever.
AND the Grantor hereby covenants with said Grantee, that it
is lawfully seized of said land in fee simple; that it has good
right and lawful authority to sell and convey said land; and it
hereby fully warrants the title to said land and will defend the
same against the lawful claims of all persons claiming by, through
or under the said Grantor.
IN WITNESS WHEREOF, the Grantor has hereunto set grantorls
hand and seal the day and year first above written.
KARLEEN F. DEBLAKER, CGERK
RECORD VERIFIED BY:~
.
PINELLAS COUNTY FLA.
~FF.REC.BK 8515 PG 175
Signed, sealed and delivered
in our presence:
~~1:::7:nNA
- v C2
Na~J~'I<; ~AnA
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, a
Florida governmental agency
created pursuant to Part III
of Chapter 1 . F.S.
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that this day personally appeared before
me, an officer duly authorized to take acknowledgments, PETER F.
GOZZA as Executive Director, ARTHUR X. DEEGAN, II, Chairperson and
JACQUELYN DE GROY, Secretary, of COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, a Florida governmental agency created
pursuant to Part III, Chapter 1637 F.S., who are personally known
to me or who produced tV A ' as
identification and they are the persons described in and who
executed the foregoing Special Warranty Deed, and they acknowledged
then and there before me that they executed the same as such
officers on behalf of said agency for the purposes therein ex-
pressed; and that the said Special Warranty Deed is the act and
deed of said agency.
WITNESS my hand and official seal this
~ i?--?L-Y~,,- , 19.D'
/~L day of
Nam~~~~~
Notary Public
Commission No.:
My Commission Expires:
",.~\~~,"~~~.~.,. Jt..D.1 ~ '..:I ~O""JH"A"^
",..- 'C"A. ..!.,iv :-"., 11..", llI'\
:~;.-~: () ':iw~ MY CGMiVHSS~O~~ ~~ cc n35:!~7 EXPIRES
\~':'.~'..,..,~",/ Se~~ember 15, 1994
":';~h".:;;H'':'" SO/IDED THRU T"O'l :;Ii:; INSURN4CE,INC.
LAW OFFICES OF
RICHARDS. GILKEY, FITE,
SLAUGHTER, PRATESI
& WARD, P.A.
2
CLEARWATER, FLORIDA
.
.' PINELLAS COUNTY FLA.
. .REC.BK 8515 PG 176
EXHIBIT "A"
ALL THAT AIR SPACE OVER AND ABOVE THE FOLIiliIN:; DESCRIBED PROPERTY:
Together with all those volumes of air space situate in the City
of Clearwater, Pinellas County, Florida, containing the third
and fourth floors of a parking garage structure and the ramp leading
from the second floor to the third floor thereof, as described
in Parcels I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public Records
of Hillsborough County, Florida of which Pinellas County was
formerly a part, as a point of reference; thence North 89 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 210.94 feet; thence South
00 degrees 14'07" 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 89 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence North 09 degrees 45'53" West, 94.30 feet to point
"A" for convenience; thence North 09 degrees 45'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
PARCEL II:
Commence at the aforedescribed point "A" as a point of reference;
thence North 00 degrees 14'07" 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 00 degrees 14'07"
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 limita of Parcel
No. I above described.
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INST # 93-373472
DEC 27, 1993 4_~~_~_1t_
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.,
PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 193
Prepared by and Return to:
EMIL G. PRATESI, ESQUIRE
Richards, Gilkey, Fite,
Slaughter, pratesi & Ward, P.A.
1253 Park Street
Clearwater, Florida 34616
~kCt{(t: EASEMENT AGREEMENT
4{)~ This Agreement made this ~ day of N()Vem;'oe{ ,1993 by
"d1 dO and between CITY OF CLEARWATER, a Florida municipal corporation,
7 . ,ywhose mailing address is P.O. Box 4748, Clearwater, Florida 34618-
:1V.4748, hereinafter referred to as City and COMMUNITY REDEVELOPMENT
- AGENCY OF THE CITY OF CLEARWATER, whose mailing address is P.O. Box
-4748, Clearwater, Florida 34618-4748, hereinafter referred to as
.. CRA.
WIT N E SSE T H
?J.7B'
in
.,A~"
WHEREAS City is the owner of that certain property described
Exhibit "A" commonly known as the Police Station Property and,
WHEREAS the property described in Exhibit "A" contains various
roadways and driveways,
~
~
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I
!
WHEREAS CRA is the owner of the property described in Exhibit
"B" commonly known as the First Two Floors of the Park Street
Garage and surrounding parking spaces and,
~~
,
.::
;,
WHEREAS CRA has entered into that certain Option to Purchase
the property described in Exhibit "B" with Atrium At Clearwater
Limited, a Florida limited partnership ("Atrium"), for the property
:~ described in Exhibit "A" and,
~ WHEREAS the Parties wish to insure ingress and egress over,
along and across those driveways and roadways located on the
property described in Exhibit ~ "A".
'.t:'":',
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NOW THEREFORE, in consideration of $10.00 and other good and
valuable consideration the Parties agree as follows:
1. The recitals contained herein are true and
correct and made a part hereof.
2. If Atrium exercises its option to purchase and
acquires the property described in Exhibit "B"
and the City has not relocated the police
station from the property described in Exhibit
"A", then in that event, City shall retain and
reserve for itself, its successors and
assigns, for a period of two (2) years
commencing after Atrium acquires title to the
property described in Exhibit "B", or until
the property described in Exhibit "A" is no
longer used as a police station by the City,
an easement to use those parking spaces
located on the property described in Exhibit
"c" not within the first and second floors of
the parking garage including the right to
maintain and repair.
3. In the event Atrium has exercised its option
to purchase the property described in Exhibit
liB" and has acquired title to the same and
City has ceased to use the property described
in Exhibit "A" as a police station, then in
that event, Atrium shall be entitled to
utilize exclusively the property described in
Exhibit "C" without any right to use the
parking spaces located on the same being
retained by City or CRA.
4. City hereby grants to eRA and its successors
KARLEEN F. DEB LAKER C
,RECORD VERIFI!:D BY:' -f::~K
.-----------------,
e
~INELLAS COUNTY FL~94
K 8515 PG __'
OFF . R~,~~____~--
and assigns a non-exclusive easement over,
along and across those roadways and driveways
located on the property described in Exhibit
"A" to provide ingress and egress to those
parking spaces located on the property
described in Exhibit "C" located outside the
parking garage itself. It is understood and
agreed that Atrium's rights under this
Paragraph 4 shall only arise after Atrium
acquires title to the property described in
Exhibit "B" and two years has expired or City
has ceased to use the property described in
Exhibit "A" as a police station, whichever
shall first occur.
5. Each owner of the respective properties
subject to this Agreement shall be responsible
for the maintenance of the respecti ve
properties during the period that such party
owns fee title to the respective property.
6. This Agreement is binding on the parties
hereto, their successors and assigns and shall
run with the property described herein.
IN WITNESS WHEREOF the Parties have executed this Easement the
day and year first above written.
d delivered
By: c.
MICI1:AEL .:r~:::-W IG r"
~CitY ~an~[_~~r-'- ~_~,
- -..; -... -
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B ,- - -
y: CY '" ~?:i, ~---GOUDEt~a~
C . cl -l~ -
1 e:r.-.......c_ . _- " _,'
Em,l (p Jc fkrrT€5/ '
$1;iO~
-- Llturli c;O+tsc~~tl
Print name of witness
>::J:~~
Print name of witness
- ')
~a/2-'~' 00l - \:/r.;r~
"~A N \.; Ill- (J(Z L \.{w l4-1t;4
Print name of witness
Approved
.::.:::uLt
M.A. Galbrai h, Jr.,
City Attorney
COMMUNITY REDEVELOPMENT
::~crcki: /:~
ARTHUR X. DEEG ,.;J;I ,
rpers n " .
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~PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 195/
JOINDER
FOR VALUE RECEIVED, the
execution of this Agreement and
agrees to be bound by the
undersigned.
undersigned hereby )ol.ns in the
agrees and consents to the same and
terms hereof applicable to the
this I~~ITN~~~ ~EREOF~~~~n~efsigne~ ~;~3~xecuted this joinder
Signed, Sealed and
Delivered in the presence
of:
ATRIUM AT CLEARWATER LIMITED,
a Florida limited partnership
By: ATRIUM AT CLEARWATER
INCORPORATED, a
Florida corpo ation,
Gen rIP r
By:
WALTER T. RUMM,
President
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this day personally appeared before
me an officer duly authorized to take acknowledgments, RITA GARVEY,
Mayor Commissioner, MICHAEL J. WRIGHT, City Manager and CYNTHIA E.
GOUDEAU, City Clerk of CITY OF CLEARWATER, a Florida municipal
corporation who\are personally known to me or who produced
n a- as identification and they are
the persons described in and who executed the foregoing Easement
Agreement and they acknowledged then and there before me that they
executed the same as such off icers on behalf of said municipal
corporation for the purposes therein expressed; and that the said
Easement Agreement is the act and deed of said municipal
corporation.
WITN&~S my hand and
I\J 0 \I-8fuJtlef
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Of~~~~~~t~ -d~"" day of
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~~...o ICC16 oo.~~otary Public
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~r~.o.....~~~ omml.SSl.on 0.:
~*~~Jmi:~~~~*~ My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this day personally appeared before
me an officer duly authorized to take acknowledgments, ARTHUR X.
DEEGAN, II, Chairperson, PETER F. GOZZA, Executive Director, and
JACQUELYN DE GRAY, Secretary of COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER who are personally known to me or who
produced 1'.1 lit as
identification and they are the persons described in and who
executed the foregoing Eas,ement Agreement and they acknowledged
then and there before me .that they executed the same as such
officers on behalf of said agency for the purposes therein
expressed; and that the said Easement Agreement is the act and deed
of said agency.
e
... PINELLAS COUNTY FLA.
"F.REC.BK 8515 PG 196
WITNESS my hand and official seal this f~L day of
PEC6t118{;;"f{. , 1993.
STATE OF FLORIDA
COUNTY OF PINELLAS
~~ '11t - U?~/1;VlL-~
Name: ,~?'\ /Vi sAc P /? 2\./Lu/l 1<1
Notary Public
Commission No.:
My Commission Expires:
JANlB M. PRZYV/AFlA
f~,~'l Cr,}MM;'::;~;.' ';'~ GC {J;iB2:~7 EXPIRES
.s:>.):'j~n/)(}r 16 lq94
B:-'i'-J:JtD THRlj TROY r!o\;~~ ;~~E:~RAI;J';E, INC.
I HEREBY CERTIFY that on this day personally appeared before
me an officer duly authorized to take acknowledgments, WALTER T.
KRUMM, as President of ATRIUM AT CLEARWATER INCORPORATED, a Florida
corporation, General Partner of ATRIUM AT CLEARWATER LIMITED, a
Florida ,limited partnership Wh~ is personally known to me or who
produced l' ~ as
identification and he is the person described in and who executed
the foregoing Joinder and he acknowledged then and there before me
that he executed the same as such officer on behalf of said
corporation as general partner for the purposes therein expressed;
and that the said Joinder is the act and deed of said corporation
as general partner.
~~;~~ hand and ~fi~~~~l seal this
~
day of
Nam~~7'--<;-.o S~
Nota PubllC
Commission No.: ~~ 76 33~
My Commission Expire~;".h? /J-
~/3/11
.
,-
~' PI~ELLAS COUNTY FLA.
OFF. REC . BK 851_:__~G 19_7_~
Exhibit "A"
, .
ClEARWAYER POLICE STATION PROPERTY
A 11 of lots 4 through 11, i nc1 us he , of Block 6,
Magnolia Park Subdivision, according to the plat thereof
as recorded in Plat Book I, Page 70, of the public
records of Hillsborough County, Florida, of which
P1nellas County was formerly a part.
EXHIBIT
. ,
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a PINEiLLAS COUNTY FLA.
,., OFF.REC.BK 8515 PG 198
.. ' ,..,-
Exhibit "B"
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 SUBDIVISIGl,
as recorded in Plat Book 1, Page 70 and Plat Book 3, Page 43, of the
Public Records of Pinellas County, Florida.
LESS AND EXCEPr '!HE FOLI1.'MI~:
all those volumes of Air space situate in the City
of Clearwater, Pinellas County, Florida, containing the third
and fourth floors of a pa-rk'ing garage structure and the ramp leading
from the second floor to the third floor thereof, as desoribed
in Parcels I and II as follows:
PARCEL I:
Conunence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Dook 1, Page 10, Public Records
of lIillsborough County, Florida of which Pinellas County was
formerly a part, as a point of reference; thence North 09 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 210.94 feet; thence South
00 degrees 14'01" 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 09 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'01" West, 206.42
feet thence North 09 degrees 45'53" West, 94.30 feet to point
"A" for convenience; thence North 09 degrees 45'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'01"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.11 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:
r.OlllIlU!I\C:(~ ill: l:hn IIforndoll(:r"ihod pollll: "A" 1111 H poilll: of f'ufcu-nn(:u;
theflcn No(cth 00 ueCjree8 14' 0'/" ~a8 t, 104.21 feet to the point
of beginning of a 63.00 foot strip being 31.50 feet on eacl. side
of the following described line; thence South 00 degrees 14'01"
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
p6int of beginning having an elevation of 35.11 feet; the upper
point of which is the Soutllerly 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.
. ,
J.
.. }.,If ~..,'
"
.
PINELLAS COUNTY FLA.
OFF.R~C.BK 8515 PG 19'
.
EXHIBIT "C"
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 and Plat Book 3,
Page 43, of the Public Records of Pinellas County, Florida.
LESS
All those certain parking spaces and volumes of air space located
within and above the parking garage located thereon.
7Ci~L~70'11
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Ch{\Ri~IF r\rl0t/NT
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.
INST # 93-373473
DEC 27, 1993 4:45P~
Prepared by and Return to:
EMIL G. PRATES I , ESQUIRE
Richards, Gilkey, Fite,
Slaughter, pratesi & Ward,
1253 Park Street
Clearwater, Florida 34616
PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 200
P.A.
OPTION TO PURCHASE VOi.ember
t' ,;c\.(LtLc.r-O~ Thl.' s Jr,rih A n/?:2..
~ t.+ '0 Agreement made this 1....' day of l:r:z,:'b by and between
I ft":'J -;-......,..,'ryrr...T..'.
',,;~--~(;(fD5COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER FLORIDA,
" ,_~O., ._
,.~ .-____, ("CRA"), whose address is P. O. Box 4748, Clearwater, Florida
34618-4748, and ATRIUM AT CLEARWATER LIMITED, a Florida limited
=_-=.-=--:partnerShip, ("Buyer"), whose address is: in care of Walter Mackey
-.t/li.~iat 1601 Forum Place, suite 805, West Palm Beach, Florida 33401.
fK:-
~! ". WHEREAS, CRA is the owner of the real property described in
~ j 2 .~ Exhib:~:~, a::yer has acquired or will acquire the property
: -. ;J. described in Exhibit liB"; and
tl. ...' \
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WIT N E SSE T H:
\
WHEREAS, Buyer wishes to secure an option to purchase the
)
L:r
property described in Exhibit
"A" on the terms and conditions
~l..
~1:i
~
hereinafter set forth.
~
oJ
NOW, THEREFORE, in consideration of the promises, covenants,
and conditions hereinafter set forth the parties agree as follows:
1. The recitals contained herein are true and correct and
made a part hereof.
~~~ 2. Si:multanggY~ly hgrg~..itl:l Buyer shall pay to CRA the sum of
\f $50,000.00 as consideration for this option. This sum shall be
non-refundable and in the event Buyer exercises this option and
closes this transaction in accordance with this Agreement the
option money paid pursuant hereto shall be credited against the
purchase price hereinafter set forth.
3. This option shall expire on November 30, 1995, at 12:00
P.M. Midnight.
4. In the event Buyer intends to exercise this option, Buyer
shall serve written notice on CRA by certified mail return receipt
requested within the time set forth in paragraph 3 hereof. Within
90 days of the exercise of this option but in no event later than
February 28, 1996, Buyer shall close on the property described in
1
KARLEEN F. DEBLAKER, ~K
RECORD VERIFIED BY:- I
,
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~PINELLAS COUNTY FLA
.,.REC.BK 8515 PG 201
Exhibit "A" in accordance with the terms hereof.
5. The total purchase price for the property described in
Exhibit "A" will be the current appraised value of the property
determined by an appraiser from the list attached as Exhibit "C".
The appraisal shall be dated no more than
6 months prior to the ^
no more than 6 ~onths VIii
closing and contain a value as of a date
prior to closing.
6. The appraiser appraising the property described in
Exhibit "A" shall use the following formula in determining the
value: the land under the footprint where the garage is located and
the improvements thereon shall be valued by the appraiser as
improved and in use as a parking garage. The Purchase Price shall
be determined by prorating the appraised value of the land and
improvement on the footprint based on the total number of spaces
being acquired by Buyer compared to the total number of spaces in
the garage.
The parties acknowledge that the total number of
parking spaces in the garage is 407. Buyer presently owns or will
own at closing of the property described in Exhibit "B" 211 spaces
within the garage. Buyer shall pay 48.16% of the appraised value
of the garage and land under the garage to the City as the purchase
price for the parking spaces owned by CRA within the garage and
land located on or under the footprint of the garage on the
property described in Exhibit "A" to be acquired by Buyer.
The value of that portion of the property east and south of
the garage and improved by parking spaces and driveways or portions
thereof to the eastern and southern boundaries of the property
described in Exhibit "A" shall be determined separately and added
to the value of the parking garage hereinbefore set forth to
determine the total purchase price under this option.
7. If the Buyer exercises this option and acquires the
property described in Exhibit "A" and the City of Clearwater has
not relocated its police station located at 644 Pierce street,
Clearwater, from its present location, then and in that event,
Buyer shall upon the closing of the property described in Exhibit
"A" grant to the City of Clearwater an unencumbered easement for
2
e
... PINELLAS COUNTY FLA.
"OFF.REC.BK 8515 PG 202
access, maintenance and use of those parking spaces described in
Exhibit "D". Said easement shall be for a term of Two (2) years
from the closing of the purchase of the property described in
Exhibit "A" or until the City of Clearwater relocates its police
station from its present location at 644 Pierce street, whichever
shall first occur.
8. In the event Buyer exercises this option CRA shall convey
title to Buyer by Special Warranty Deed, free and clear of all
liens and encumbrances except easements and restrictions of record
and taxes for the year of closing.
CRA shall furnish title insurance insuring title in the amount
of the purchase price. The cost of the title insurance, appraisal
fees, recording the deed and documentary stamps on the deed,
intangible tax, documentary stamps and recording of the note and
mortgage shall be paid by the Buyer.
9. In the event Buyer exercises this option, Buyer shall pay
20% of the purchase price at closing. Buyer shall be given credit
for the $50,000 option money paid pursuant hereto against the 20%
due at closing. The balance of the purchase price shall be paid in
the form of a first purchase money note and mortgage to be executed
by the Buyer which closes on the garage and the property described
in Exhibit liB II .
The note shall be amortized over 20 years and
shall balloon in 5 years.
Interest shall accrue at the federal
rate charged for mid-term debt as determined by the Internal
Revenue Service for the month the closing occurs. Payments shall
be paid semi-annually commencing with the 7th month following
closing.
The form of the note and mortgage shall contain those terms
and provisions generally found in commercial real estate notes and
mortgages utilized by commercial lending institutions in Pinellas
County, Florida.
10. In the event Buyer does not exercise this option within
the time period set forth in Paragraph 3 hereof or in the event
Buyer exercises this option and fails to close on the terms and
conditions hereof all Buyersls rights hereunder shall cease and
3
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4It PINELLAS ~~~NT~GFL~03
OFF.REC.BK 8
terminate and shall be of no further force and effect.
11. All payments hereunder except the note and mortgage
payments shall be in cash, wire transfer or certified funds.
12. The property described in Exhibit "A" shall be purchased
in an lias is" condition. Buyer acknowledges that it has not relied
on any representation, express or implied from CRA in connection
with the property or the improvements thereon; provided however,
CRA does represent that it has the power and authority to enter
into this Agreement and consummate the transaction contemplated
hereby. CRA will not enter into any additional parking agreements
which are not cancelable except on 30 days notice and eRA
represents that any existing parking agreements are cancellable on
not more than 60 days notice in accordance with the standard form
parking agreement attached as Exhibit "E".
13. Upon the closing in the event Buyer exercises this
option, real estate taxes and assessments shall be prorated as of
the date of closing.
14. Upon the closing of this transaction CRA and the City of
Clearwater will quitclaim to Buyer all right, title and interest of
said City and CRA in and to the property described in Exhibits "A"
and "B".
Provided however, nothing contained in any quitclaim
shall terminate any covenant or restriction relative to the
property.
15. All notices shall be given by certified mail return
receipt requested directed to the parties at the addresses set
forth below:
As to CRA:
P.O. Box 4748
Clearwater, Florida 34618-4748
As to Buyer:
Attention: Walter J. Mackey, Jr., Esq.
1601 Forum Place, Suite 805
West Palm Beach, Florida 33401
and
921 Chatham Lane, suite 110
Columbus, Ohio 43221
16. This Agreement is not assignable by the Buyer any
attempted assignment without the prior written consent of the CRA
shall be null and void; provided however, Buyer shall have
4
thevr1
e
tit
PINELLAS COUNTY FLA.~
OFF.REC.BK 8515 PG 204
right to assign this Agreement to entity wherein Buyer or Walter T.
Krumm is a principal provided such entity may not claim tax-exempt
status for the property being acquired.
17. This Option and the obligations of the CRA are subject to
the requirements of Florida statute 163 which shall be complied
with prior to execution.
18. This Agreement is binding on the parties, their
successors and assigns.
In witness whereof the parties have executed this Option
Agreement this .2L day of VI).)
, 19CV .
COMMUNITY REDEVELOPMENT AGENCY
OF THE ~ITY OF CLEARWATER,
FLO ID' !
ATRIUM AT CLEARWATER LIMITED,
a Florida limited partnership
BY: Atrium at Clearwater,
Incorporated, a Florida
corporation, General
Partn r
BY:
Walter T.
President
JOINDER
For value received, the City of Clearwater hereby joins in the
execution of this Agreement and consents to the same.
form and
~. .
ita Garvey
Mayor-Commissioner
5
. ~'.-, '/ .
,
. ..
'!' /./.~~;I~.~.,n~
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--
PINELLAS COUNTY fLA.
OFF.REC.BK 8515 PG' 205
STATE OF
COUNTY OF
fLo(Z ( DiI
Pl N~L.Lil ~
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, ARTHUR X.
DEEGAN, II, PETER GOZZA and JACQUELYN DEGROY, as Chairperson,
Executive Director and Secretary, respectively, of Community
Redevelopment Agency of the City of Clearwater, Florida, who are
personally known to me or who have produced
as identification, and they are the persons described in and who
executed the foregoing Option to Purchase and they acknowledged
then and there before me that he executed the same as such office
on behalf of said Community Redevelopment Agency of the City of
Clearwater for the purposes therein expressed; and that the said
Option to Purchase is the act and deed of said Community
Redevelopment Agency of the City of Clearwater.
WITNE~~~:~~~nd Off~ci~~3~eal this I~~ day of
STATE OF
COUNTY OF
F '0<'"\ o a..
V", C\e.\\d~
~q~ Q~~
Name: ::fA /\/1 <; M c r I? '-'A-/i?A
Notary Public
Commission No.
My Commission Expires:
""':.~l'~,,,.
/::.:.' ~ ':,:;" J;\N!S M. PR2rWAM
~~Ld"~,:) f,;>! (;Gi';'~;.;:;;~;rC?/'<~~~~ EXPiRES
"',,;;~ .t-., .' S~~JCtD Ti-iriJ TR";V (=.4,:; 1".SU?.A~.CE, INC.
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements,
\JJa.\+~(' l, ~fUWHY\ ,as ~(.es16eVlt of Atrium at
Clearwater Incorporated, a Florida corporation, as general partner
of Atrium at Clearwater Limited, who is personally known to me or
who has produced en ,<'t(~ \\ (.:-€"'-S-€ as identification,
and he is the person described in and who executed the foregoing
Option to Purchase, and he acknowledged then and there ~~~~lIme
that he executed the same as such general partner on beh~~(3US~~/,
partnership for the purposes therein express; and tha~~'~:~t~~
to Purchase is the act and deed of said partnership..g~ ...~~~"#,~\:;'~125 ;c~;'.. ~
~.....,. & . I.; c!'" ~
"if....... -..... '<9..-.-
WITNESS my hand and official seal this ~. da~o~:t fJav.8+r'\;'t?er:~~
, 1993. S.... ~ ,fie::: fi: ~
"'" oJ_ · _ .; c."'1\).:.-,) . ::::l ...
~-~". .'1"1:; ,",)1 :h>J~'
~lJI"_. ftV .. ,~
:i'.'. .',,~ '*
.'I'V~
.'.S~~Y;~,,~
ame : flUI\
N'Otary Public
Commission No.
My Commission Expires:
~;~~~Y O;F ~l(~~(~ f~
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements, MICHAEL J.
WRIGHT, RITA GARVEY and CYNTHIA E. GOUDEAU, as City Manager, Mayor-
Commissioner and City Clerk, respectively of City of Clearwater, a
municipal corporation organized under the laws of Florida, who are
personally known to me or who have produced ~\~,
as identification, and they are the persons described in and who
executed the foregoing Option to Purchase and they acknowledged
then and there before me that they executed the same as such office
on behalf of said City of Clearwater for the purposes therein
expressed; and that the said Option to Purchase is the act and deed
of said City of Clearwater.
6
-
WITNESS my Ahand cand
JM.e~n~X'
EGP:rm
\clear\atrium\opt.pur
., PINELLAS COUNTY FLA.
F.REC.BK 8515 PG 206
official seal this o.~ day of
, 1993.
~onYi~~
'SPUbliC
Commission No.
My Commission Expires:
~\\\'\""'''''''''1.
~~ ~~}!~~'t1l/~~
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7
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e PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 207
EXHIBIT "A"
Lots 1, 2, 3, 12, 13 and ].4 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 and Plat Book 3, Page 43, of the
Public Records of Pinellas County, Florida.
LESS AND EXCEPr WE FOLI.CMIr-r;:
all those volumes of air space situate in the City
of Clearwater, Pinellas COunty, Florida, containing the third
and fourth floors of a p&tking 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 ), Block M6M MAGNOLIA
PARK SUBDIVISION as recorded in Plat BOok 1, Page 10, Public Records
of lIillsborough County, Florida of which Pinellas County was
formerly a part, as a point of reference; tllence North 09 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 210.94 feet; thence South
00 degrees 14'01" 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 09 degrees 45'5)"
East, 109.21 feet; thence South 00 degrees 14'01" West, 206.42
feet thence North 09 degrees 45'5)" West, 94.30 feet to point
"A" for convenience; thence North 09 degrees 45'S)" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'01"
East, 206.42 feet to the point of beginning.
'fhe lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.11 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:
C()IIl/n~nr.~ ill: I:ho Ilf()r~cJn/J(:rihnd point "A" IHI II po.illt of rofUren(:H;
thence North 00 tlegrees 14'0',,, l~ast, 104.21 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 00 degrees 14'07"
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 35.11 feet; the upper
point of which is the Soutllerly 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.
. ,
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tltINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 208
EXHIBIT
"B "
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER -< HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public Records
of Hillsborough County, Florida of which pinellas County was
formerly a part, less road right of way, together with that portion
of said Block "13" which was formerly an alley, running East and
West through said Block "13", also vacated railroad right of way
described as follows: Begin at Southeast corner of said Lot 2,
Block "13", run thence East, along the Northerly right of way
of Park Street, 60.10 feet thence Northerly along the Easterly
right of way line of said railroad right of way also the West
lines of Lots 7 & 8, Block "20" of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 229.0 feet more or less to the Southerly right of
way line of Cleveland Street; thence West, along the said right
of way line; 60.10 feet thence South along the Westerly right of way
line of said railroad right of way line also the Easterly line
of Lots 2 and 3, Block "13", of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 220.93 feet more or less to the Point of Beginning.
All being in Section 16, Township 29 South, Range 15 East, Pinellas
County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD
AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly right
of way of Park Street (Park Avenue - Plat) (A 60 foot right of way),
North 89 degrees 45'53" West, 110.22 feet to the Southwest corner
of Lot 1, Block 13 of said GOULD AND EWINGS 1ST AND 2ND ADDITION;
thence along the Eastern right of way of South Garden Avenue North
00 degrees 02'16" East 227.94 feet to the apparent Southerly right
of way line of Cleveland Street as it now exists; thence South
89 degrees 50'01" East 109.03 feet to the Easterly line of the
vacated S.C.L.R.C. right of way; thence South 04 degrees 42'26"
West 220.06 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 89 degrees 45'53" West, 60.10 feet to the Point of
Beginning.
SEE ATTACHED CONTINUATION SHEET. . .
. I
~
--
.. PINELLAS COUNTY FLA.
~FF.REC.BK 8515 PG 209
Exhibit "B" continued
PAGE TWO
LEGAL DESCRIPTION CONTINUED. . .
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 pine lIas County was
formerly a part, as a point of reference; thence North 89 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 218.94 feet; thence South
00 degrees 14'07" 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 89 degrees 45'53"
East, 189.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence North 09 degrees 45'53" West, 94.38 feet to point
"A" for convenience; thence North 09 degrees 45'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
PARCEL II:
Commence at the aforedescribed point "A" as a point of reference;
thence North 00 degrees 14'07" 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 00 degrees 14'07"
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.
. I
.
EXHIBIT "c"
. PINELLAS COUNTY FL~io
OFF.REC.BK 8515 PG
APPRAISERS
Jerry Fiala, MAX
Appraisal Assoc. of Tampa Bay
1248 Rogers st., suite 1
Clearwater, Fl. 34616
PHONE: 441-2880
James M. Millspaugh, HAl
James Millspaugh' Associates
1221c.Turner street
Clearwater, Fl. 34616
PHONE: 461-2648
FAX:' 442-8922
William H. caldwell
Wm H. Caldwell , Associates
1428-D Gulf-to-Bay Boulevard
Clearwater, Fl. 34615
PHONE: 441-1527
FAX: 447-0935
Warren Hunnicutt, Jr., CRE, MAr
Hunnicutt-Arnold, Inc.
Feather Sound' Corporate Center II
Two Corporate Center Dr., Suite 600
Clearwater, Fl. 34622-5552
PHONE: 573-1137
FAX: 573-1327 .
James P. Koelsch, MAl
Valuation Services, Inc.
6414 1st Avenue South
St. Petersburg, Fl. 33710
PHONE: 345-0731
H. Linwood Gilbert, MAl
Gilbert 'Associates, Inc.
P. O. Box 1551
St. PeterSburg, Fl. 33731-1551
PHONE: 528-0339
Michael D. Candler, MAl, S~ &
Mark G. Sawyer, MAl, SRA
Candler-Sawyer' Associates, Inc.
1034 16th Street North
st. PeterSburg, Fl. 33705
PHONE: 894-5414
FAX: 822-5230
wp: appraise!ewb
Crockett , Associates
8910 N. Dale Mabry,
Suite 10
Tampa, Florida 33614-1580
PHONE: 933-5033
Nicholas A. Clarizio, MAr, SRA
N. A. Clarizio & Associates, Inc.
1236 South Greenwood Avenue
Clearwater, Fl. 34616
PHONE: 443-0655
Corson Stroud & Herr, Inc.
P. O. Sox 1600
St. Petersburg, Fl. 33731
PHONE: 822-1111
R. W. Beck & Associates
800 N. Magnolia Av., 1300
Orlando, Fl. 32803
Stephen J. Jamir, cMAI
Ja~ir , Associates, Inc.
4302 Henderson Blvd.
Suite 100
Tampa, Fl. 33629
PHONE: 254-6446'
Ja~es L. Parham, MAI,SREA
James. L. Parham Co.
270 1st Av. So. Suite 201
st. Petersburg, Fl. 33701
PHONE: 895-7325 -4306
FAX: 822-7325
William V. Wood, MAl .
Appraisal & Market Research
Analytic Services, Inc.
500 N. Reo Street" Suita 300
P. O. Box 24357
Ta~pa, Fl. 33623
PHONE: 287-5021
FAX: 784-6639
- I
.
It PINELLAS COUNTY FL~i1
OFF.REC.BK 8515 PG
EXHIBIT IIDII
Lots 1, 2, 3, 12, 13 and 14 and Railroad right-of-way lying
westerly of said Lots 1 and 14, all in Block "611, MAGNOLIA PARK
SUBDIVISION, as recorded in Plat Book 1, Page 70 and Plat Book 3,
Page 43, of the Public Records of Pinellas County, Florida.
LESS
All those certain parking spaces and volumes of air space located
within and above the parking garage located thereon.
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NOJ-29-1993' 08: 52 FR01
,: . TY OF CLW, ENGINEERING TO . ENGINEERING
_NTHLY PARKING REGULA TION_ .
PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 212
, ------=
P,04 ~
NOJlf- TRANSFERABLE
1. Monthly parldng payments are due by the first of the month, prior to parking. The Parking Attendants at .
the garage will accept payment. Please be sure to note card number when payment is made
($37.45/month, tax included).
No ~rtiat ~ents will be accepted. However, previously issued parking cards will only be eligible for a
partial payment if they have been winactivew for a minimum of one (l) calendar month. If a card is
eligible for a partial payment, payment mY.S! be made at the Traffic Engineering Department offi~ OO~
2. Failure to make payment on time will result in your access card being violated from the system and the
loss of parking privileges. If your card is voided from the system because of non-payment, you will be
required to pay the daily parking f~ unless the '$37.45 fee is paid before exiting the garage that day. The
daily "fee will not be refunded or credited towards your monthly parking fee. '
3. If for any reason a monthly parker does not have their access card, entry to the garage must be made by
pulling a ticket and paying the daily parking fee, The daily fee will IlQ1 be refunded or credited towards
your mo~thly parking fee.
4. A refundable deposit of $5.00 is req)1ired for any access card, Subjecting an access card to direct
sunlight, extreme beat or abuse may damage the carei. A $5.00 replacement fee will be charged to
~place damaged or ,lost cards.
S. Monthly parkers must notify the Parking Office if they plan to leave their vehicle over 48 hours in the
garage. Failure to notify the Parking Office may result in the vehicle being towed away.
6. Except for emergency vehicle repairs, no mechanical work is allowed in the garage,
7. A monthly parker must notify the Parking Office if hislher vehicle is to be towed or removed from the
premises by a service firm, i.e., service station.
8, Vehicles should always be kept locked and valuables. left in- the trunk of the car.
9. The City is not responsible for any loss or damage to your vehicle, accessories, or articles left therein
incurred by fire, theft, collision, water or any other cause.
, Ij.
.
10. Amonth1~ parker must alwavs use their card to enter or exit the' parking facility.
11. Motorcycles are prohibited from parking in the garage due to the restrictions of the parking gate
equipment.
12. All vehicles must be parked with the front end of vehicle facing into parking space and the rear of vehicle
facing outward.
.
FAILURE TO USE YOUR MONTHLY PARKlNG CARD UPON ENTERING OR EXITING THE
PAiKING FACILITY WILL RESULT IN TIlE CARD NOT WORKING PROPERLY.
Monthly parking acceSs cards may be obtained from: City of Clearwater
City Hall Annex - Traffic Engineering Dept.
Telephone # (813) 462-6572 , 10 South Missouri Avenue
P,Q. Box 4748
Clearwater, FL 34618
TOTAL P. 04
CK' k,
..1
.
INST # 93~'37341.ii.
DEC 27,1993 . 4:~M
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. (/\1, "
~'0
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PINl;LL1\SCqUNTY; 'FlJ:A.
OFF .REC. BK8515 PC 213
AMENDMENT TO MAINTENANCE
~4D~
Ii " -, ~~
, JztJ~~,p
AND
OPERATION AGREEMENT
This Amendment made this ~q~ day of lJovem\oer
, 1993,
C_C"by and among the CITY OF CLEARWATER, a Florida municipal
.'corpora t ion,
(hereinafter referred to as "city"), COMMUNITY
111~~REDEVELOPMENT
~ (hereinafter
AGENCY
OF
THE CITY
OF CLEARWATER, FLORIDA,
referred
to
as "CRA ")
and ATRIUM AT CLEARWATER
LIMITED, a Florida limited partnership, (hereinafter referred to as
"Atrium") .
WIT N E SSE T H:
WHEREAS, City and Mack Clearwater Limited Partnership entered
into that certain Maintenance and Operation Agreement for the Park
street Garage dated January 8, 1990, a copy of which is attached as
Exhibit "A", ("Agreement"); and
WHEREAS, Atrium has acquired the third and fourth floors of
the Park Street Garage; and
WHEREAS, CRA contracted with the City to maintain and operate
the first two floors of the Park Street Parking Garage; and
WHEREAS, Atrium is the successor to the Agreement as
originally executed by Mack Clearwater Limited Partnership; and
WHEREAS, the parties desire to modify, clarify and amend
certain provisions of the Agreement:
NOW, THEREFORE, in consideration of the mutual covenants and
conditions contained herein and other good and valuable
consideration the parties agree as follows:
1. City and CRA ratify and confirm the Agreement.
2. Atrium hereby assumes those obligations and rights of
Mack Clearwater Limited Partnership under the Agreement.
3. The parties agree that Atrium shall have the right to
secure access to the second floor walkway spanning Park Street and
to limit access to, over and across such walkway to parties
designated and approved by Atrium.
4. The parties acknowledge that CRA and Atrium have entered
into that certain Option to Purchase wherein Atrium has been
1
KARLEEN ~. DEBLAKER, C~" K
RECORD VERIF"IED BY: ~,_
-
" .
, <
-
.. PINEL LAS COUNTYFLA ,.
"FF . REC . BK 8515 PG_-,-~_~~_
granted the option to purchase the first two floors of the Park
street Garage pursuant to the Option Agreement executed
simultaneously herewith.
Upon the exercise of the Option to
Purchase and the closing of the first two floors of the Park street
Garage the Agreement shall terminate.
5. Attached as Exhibit "B" is a list of those persons or
parties who have rights to park in the Garage pursuant to separate
understanding and agreement with the CRA or City which rights shall
survive the exercise of the option to Purchase by Atrium, which
rights are cancelable in accordance with Exhibit "B". City and CRA
shall not enter into any further agreements which are not
cancelable on 30 days notice.
6. with respect to any total damage or destruction of the
property not caused by either the city, CRA or Atrium the cost to
rebuild shall be shared by the parties hereto in accordance with
the sharing of expenses as set forth in the Agreement.
In the
event the damage to the property occurs only on the third and
fourth floor and is not caused by any act or activity, omission or
condition from the first and second floor or the City or CRA, then
in that event, the cost to repair the Garage shall be borne solely
by Atrium. In the event the damage to the first and second floor
occurs not as a result of any act, activity, omission or condition
by Atrium, then in that event, the cost to repair the Garage shall
be borne solely by City and CRA, as the case may be. In the event
the damage or destruction arises or results from any act of any
party hereto or from that portion of the Garage owned by the party
hereto the party responsible for the damage or destruction or the
party who owns the property from which the damage or destruction
originated shall be responsible for any repair to the Garage
resulting from such act or omission.
7. In the event it becomes necessary to enforce this
Agreement through legal proceedings, the prevailing party in any
such proceeding shall be entitled to recover all costs and expenses
including a reasonable attorneyls fee.
2
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e' PIN;E;LLA~ COUN.,TY/ FLA.;
_?~~_~~~~_~~~~51_~____P~ 215j
!
8. Except as modified herein the terms and provisions of the
Agreement shall remain unchanged.
9. This Agreement shall be binding on and inure to the
benefit of the parties hereto, their successors and assigns.
ATRIUM AT CLEARWATER LIMITED, a
Florida limited partnership
BY: Atrium at Clearwater
Incorporated, a Florida
corporation,~general
::~t~~_
Walter T. rumm
President
form
COMMUNITY REDEVELOPMENT AGENCY
OF~ TJZI Y, OF,' CLEARW ER,
FLORI A . ,/
BY: . )C
Arthur X.
Chairper on
C
BY:
Michael WrigbJ;:".
't " "
Cl Y Man~%~ t!,' ,
.f",' .vQo'l~~.'c~~"!oj
Attest:_.,,>,\~.o " ".'."c
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la Ji: ~Gontte~u,
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\clear\atrium\operation.agr
3
. <FROM : 22
e
TEL: 4626426
e ' "COUNTY FLA.
PI,N E, L,LAS.,'''' ," .; '716
\ .'.., , 'K'18515 PG ~
OFF. REC . B ____p----~
.
~ ."!.
Exhibit "A"
MAINTENANCE AND OPERATION AGREEMEHT
FOR THE
PARK STREET GARAGE
This Maintenance and Operation Agreement, dated as
l~ade and executed by the City of Clearwater,
ofh.~
a Florida municipa 1
corporation hereinafter referred to as "Cfty" and Mack Clearwater Limited
Partnership, a limited partnership located in Hillsborough County, Florida,
who has become the successor in iliterest in said property formerly belonging'to
J.K. Financial Corporation, hereinafter referred to as "Hack.q
WIT N E SSE T H :
WHEREAS, the Clearwater Redevelopment Ag!ncy, h~reinafter referred to as
"CRA" and Mack jointly own a parking facility in Clearwater, Florida; and
WHEREAS, eRA has contracted City to maintain and operate its floors Of
the parking facility; and
WHEREAS, there is an economic and operationa 1 advantage for City to provide
the same services to .Mack; and
WHEREAS, Mack desires City to provide said services;
HOW, THEREFORE, in cons.;deration of the, mutua 1 and de~endent covenants of
the parties hereto and other good and valuable consideration as hereinafter set
forth, it is hereby agreed by and between City and Mack as follows:
Section 1: DEFIHITIONS. All terms shall have the followin~ meaning in
this Maintenance and Operation Agreement unless the text otherwise requires:
1
",FROM : 22
.
TEL: 4626426
_ - PIN~LLAS. CQvNrY'FLA.
.OFF . REC'.BK8 515 "JiG 217
"
.'! .
Exhibi t II A II page 2
(A)
IlGenera 1 Ma intenance and Operation Cost" shall mean those costs
incurred.from the personnel, services and mate~ial expendecd on the following:
1. Cashier Services
2. Utilities - Electric, water, sewer, garbage and telephone.
3. Maintenance:
Replacement of lamps or bulbs
Replacement or repair of electrical fixtures
Replacement of signs and striping of parking spaces
Repair of the general electrical system
Replacement or repair of garage access and revenue control equipment
Repair or- replacement of fire extinguishers or the fire standpipe sYStem
Repair or replacement of the sanitary plumbing and fixtures
Sweeping and general maintenance of the~acility
Maintenance and replacement of landscaping
4 . Other:
Uniforms
Supp lies
Elevator Service
(B) "Administrative Cost" shall mean those costs associated with or
incurri~g from the following:
1. Management of the parking facility
2. Maintaining financial records
3. Maintaining a monthly list of parking patrons
(C) "0versellll shall mean selling more monthly parking permits than there
are spaces available.
2
,,,FROM : 22
.
TEL: 4626426
, ptNE.~t:ASCQ(JNTtfFIrk.
.F~~~C:~~~_~~_~_2'_~_ t18
. .
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Exhibi t "A" page 3
(0)
.Parking Facility" shall be the real property described on Exhibit
,
lOA," attached hereto, together with all improvements commonly known as the Park
Street Garage.
Section 2: MAINTENANCE AGREEMENT. City shall provide or arr~nge, for
all services and materials necessary to maintain '~nd operate the parking
facility. However, ~his section shall not be construed to include structural
or other major repairs on the portion of the facility owned by Mack.
Section 3: PARKING REVENUE. City agrees to collect. all daily And hourly
parking fees. Those fees are currently set at $.50 per hour or any part of an
hour with the daily maximum fee of $2.50.
Certain tenants of Mackls office building have agreements with' Mack for
free customer parking. These tenants validate their customers tickets for their
entire stay and City bills Mack monthly as follows:
The first two (2) hours of parking are billed at the current merchant
validation stamp rate, $.10 per hour plus the applicable state saies tax, and
additional time is billed at the current hourly/daily rate. City shall have
the exclusive right and authority to establish the rate structure for the
merchant validation stamp program and the hourly/daily rates.
Mack owns 214 parking spaces on levels 3 and 4 of said parking facility,
and sha 11 be permitted to averse 11 its spaces. The le...e 1 of overse 11 may be
adjusted by City when observation of the use of spaces indicates Mack's parkers
are using more spaces than Mack owns and/or has contracted for from City.
Section 4: COMPUTATION OF MACKIS SHARE OF GENERAL MAINTENANCE AND
OPERATION COST: Mack agrees to pay to City fifty percent (50%) of the annual
maintenance and operation cost of the said parking facility or all of the parking
fees collected for Mackls parking, whichever is less.
. 3
. 'FROM : 22
.C
.
TEL: 4626426
~FF ~ ~:~'!~~S,8 ~g~'NT~G FL~i ~
Exhibit "A" page 4
To pr.perly compute Mackls share of the cost of operation and maintenance
of the parking facility, City and Mack agree the value of a:parking space shall'
be computed as follows:
a) for the first year of this agreement the value shall be Thirty Five
Dollars ($35.00) per month;
b) in subsequent years the value shall be mutually established by City
and Mack.
In the event Mack provides parking to its tenants at a discounted rate
the above rates shall apply for the purposes of establishing Mackls share of the
cost of operation and maintenance. As a result of diScounted rates, 'Mack shall
pay to City the diffetence between the amount collected and the amount which
would have been received by City had the full value of the parking space been
charged. ~
In accordance with the terms of the Development Agreement between the City
of Clearwater, the Clearwater Redevelopment Agency and J.K. Financial Corp.
{Mackls predecessor in interest}, Mack is entitled to forty-eight (48) parking
spaces in City's portion of the parking garage. The said development agreement
contains a fifteen (IS) year option for leasing these spaces for a period of one
(1) year at an annual rental rate equal to seventy-five percent (75%) of twelve
(12) times the monthly rental to be charged by Mack's predecessor in interest
for reserved' parking spaces in its portion of the parking faCility.
Mack and City agree that the va lue of a park. ing space as described in
Section 4a and 4b shall be the basis for computation of the seventy-five percent
(75%) rate in the event that Mack provides these spaces to its tenants at a
discounted rate.
4
. 'FROM : 22
,
.
TEL: 4626426
I PINELLAS COUNTY FLA. .
'F. REC. BK 8515 PG 220 /
''------------
Exhibit A page 5
Section 5: ADMINISTRATIVE COST. Mack shall be assessed ten percent (lO%)
of its share of the general maintenance and operation cost for administrative
costs.
Section 6: MACK'S PAYMENT OF PROPORTIONATE SHARE OF COSTS. City will
provide month ly statements, including copies of a 11 invoices, of a 11 the
computat ions shown in Sect ion 4 and Mack wi 11 remit its proport ionate share
within thirty (30) days of receipt of statement.
Section 7: SECURITY GUARD SERVICE: City will provide security service
for the portion of the garage under its control and Mack will provide security
service for the portion under its control as deemed necessary, each at its own
expense.
Section 8: INSURANCE.
City is a self~insured Florida municipal
corporation whose liability is limited as provided for" in Section 768.28. City
covenants and agrees to indemnify, defend and hold harmless Mack from and against
claims of injury to persons or property resulting from the negligence of City
or that of its agents or employees with respect to that portion of the parking
facility owned by eRA to the extent of the limits set forth in Section 768,28,
Florida Statutes, and Mack covenants and agrees to indemnify, defend and hold
harmless City and eRA from and against claims of injury to persons or property
resulting from the negligence of Mack or that of its agents or employees with
respect to that portion of the parking facility owned by Mack.
Section 9:
TAXES.
Mack covenants and agrees to pay directly
to the State of Florida all sales or use taxes required to be paid on the rentals
received by Mack for use of it~ parking spaces.
Mack further agrees to pay a 11 ad va 10rel11 taxes and other assessments
against the portion of the parking facility which is owned by Mack.
5
,.FROM : 22
"
e
TEL: 4626426
~ PINELLAS COUNTYGFL~21
OFF.REC.BK 8515 ~__
Exhibit A Page 6
Section 10. OTHER COST AND EXPENSES. Mack shall be totally responsible
for the cost incurred for the maintenance, repair or replacement of the Parking
Facility not covered in the General Maintenance and Operation Cost on its portion
of the garage.
Section 11. GENERAL.
(a) City agrees that Mack may audit And/or
inspect any and all procedures used by City and/or its agents relative to
computation of the operating expenses of the garage, providing that such auditing
and inspection is done at such time and in such mAnner that no City employee is
delayed or hindered in the performance of his or her duties.
(b) This Agreement shall remain in full force and effect until cancelled
.
' by the mutual written eonsent of the parties hereto or until cartcelled by either
City or Mack at any time by giving written notic,e of such cancellation to the
other party at least ninety (90) days prior tofthe date'of cancellation specified
in such notice.
(c) Mack shall not assign this Agreement or any of its rights or
obligations hereunder without the express written consent of City and eRA which
consent shall not be unreasonably withheld.
6
c FROM : 22
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TEL: 4626426
. PINELLAS COUNTY FLA.
:F. REC. BK 8515 P_~_u~~
"--------------~--
.
.;. ,.'
I . .. .
Exhibit A Page 7
IN WITNESS WHEREOF the parties hereto have executed these presents as of
the day and year first above written.
RIta Garvey
Mayor~Commissioner
CITY OF CLEARWATER, FLORIDA
By: ~ ?1-62L-
Ron H4 Rabun
City Manager
Approved as to form
and correctne s:
Attest:
~WL" .'>, ~~ D~.
Cynt ~~au
City..lerk
Sign~_and sealed and delivered
in the 'presenC/,!i' , ,,.'
y-Jtd--w.:l~~
-". . /'
l ..~~ ~ L~G.~"k...c-./ /
... 4/
MACK CLEARWATER LIMITED PARTNERSHIP
BY: ePee.c~<c ck
its Managing Partner
7
'FROM: 22
.(:
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TEL: 4626426
. PINELLAS COUNTY FLA.
_ F. REC. BK 851~_~~___~~_~_
Exhibit A page 8
EXHIBIT -A-
That certain piece, parcel or tract of land, situate, lying and being in the
County of Pinellas, State of Florida, mOre particularly bounded and described
as fo llows:
,
All that volume of air space consisting of that portion
of Lots 1,2,3,12,13, and 14 in Block 6 of MAGNOLIA PARK,
according to the plat thereof recorded in Plat Book 1,
page 70, of the Public Records of Hillsborough County,
of which Pinellas County was formerly a part, together
with the former right-of-way of the Atlantic Coast Line
Railroad adjoining said Block on thce West, lying between
a plane at approximately elevation 47.5 and 4 plane at
approximate ly elevation 67.5 U.S. Coast & Geodetic
Survey datum,. together with easements as required for
supporting structures and ingress and' egress.
f,
8
FROM : 22
e
TEL: 4626426
~ PINELLAS COUNTY FLA.
"'F.REC.BK 8515 PG 224
-------_..---~---------'----~
lO.H.8-1993 12l;20 FROM CITY IF a.w. ENGIt-EERIHll TO
6426 P.B2
~ M .1U.Rn'fD. CI:N'l'RE'
PA.X ATR'RRT PAllKING G.UtAGE A,.,..BS CAlmS
ClJR'RII:NT STAms
. CA.'RD , NAMElSTATDS tn'MPANY START DAft
1000 UNlSSUBD
1001 UNJSSUBD
1002 LOST
1003 LOST
1004 LOST
1005 LOST c
1006 DAMAGED
100'7 LOST
1008 DAMAGED
10C>> DAMAOBD
1010 DANAOBD
1011 LOST
1012 DAMAOBD
1013 . LOST
101" LOST
101$ DAMAGED
. 1016 DAMAOBD
~, 1017 'LOft
, 1018 DAMAGED
1019 DANAOBD
1020 LOST
lOZI LOST
1022 DAMAQBD
1023 DAMAGED
1024 DANAOSD
1025 X1J8~.. ~ 1WNwah x..... 09124190
1026 lOST
1027 DAMAGED
, 1028 DAMAGED
1019 DAMAGED
1030 LOST
UBI LOST
1032 DAMAOBD
1033' DAMAOBD
10M DAMAOBD
1035 LOST
1~ DAMAGED
1037 DAMAOSD
1038 LOST .
10'J9 LOST
1040 DANAGBD
f""'\ 1041 DAMAOBD
1042 DAMAGBD
1043 ~OBD
1044 LOST
1IfI ~. KarJ . J.IIMI'. QIfI 03I0l(8 ,..:
. 1046
\;:',{MlR~ ~ :l,dj~~~'~
ALL INTERESTS SHaNN ON THIS EXHIBIT B ~T~NABLE UPON 30 DAYS NanCE
FROM : 22
e
TEL: 4626426
~ PINELLAS COUNTY FLA.
..,F.REC.BK 8515 PG 225
1-DJ-.1B-1993 12:21 FRtI'1 CITY CF CLW, ENIHJoEERI~ TO
6426 P . liD
Pale 2
(1 aarwatet Centre
~, JIlAMElSTA111S COMPANY RTARI pATE
1047 DAMAGBD
1048 DANAGBD
1049 DAMAGED
'10s0 LOST
1051 lOST
1052 LOST I
1053 DAMAOBD
1054 LOST
10$5 LOST
1056 LOST
1057 DAMAOBD
1058 LOST
1059 LOST
1060 DAMAOBD
1061 DAMAGED
1062 LOST
1063 ])AMAGSD
1064 DAMAOBD
1065 LOBI'
1JIH ..TEN. .JOIlDnB R. V.A. l".am..... Sales 85/t718t
n 1067 LOST
1068 WST
1069 ])AMAOSI)
1070 LOST
1071 DAMAOBD
1m Rm:. ,- G4IJ1!III
1m UJUIIO
1m Ut~
107' LOST
1(176 LOST ~'11SS)
urn LOST
U7I BANICfIll 191M MIdI....d y...... U~
10'79 LOST
1080 LOST
1081 LOST
1082 DAMAOBD .'
.1083 LOST
'1084 LOST
1085 LOST
1086 DAMAGED
c 1081 DAMAOBD
1088 LOST
1089 LOST
1090 LOST
1($1 ~
~ 10P2 ..r' ,.,
, 1(>>3 LOST ~
10P4 LOST .
','
.
1095 DAMAOBD t. t:
10P6 LOST
1097 .LOST
f.:XH!BI't 6
'201 /7
J Ilit
< FROM : 22
e
TEL: 4626426
~ PINELLAS COUNTY FLA.
"'OFF.REC.BK 8515 PG 226
. tOJ-18-199J 12:21 FRa1 CllY (F a...w. ENGllEERltoli TO
--~~-------_._-"---._--_._-----
6426 P.l!I4
Pace ~
r. CleIrwater Centre
CARD' . NAMRIITATlJR CMflANV S"ART DATR
1098 DANAGBD
10P9 DAMAGBD
1100 DAMAOBD
1101 LOST
1102 DAMAOBJ)
.1J9l l\U'~ MlAnd M-.. UL2S1tO
1104 DAMA: .
1105 . DAMAOBD
1106 LOST
1107 LOST
1108 LOST
1l~ DAMAGED
1110, LOST
1111 DAMAGED
1112, DAMAOBD
1113 LOsT
1114 DAMAOSl.)
.fltt PAlUtRR..OIaO hMlI WItbr Il8m~1dI M/OllU
DAMAOBJ)
111t JII'R~r RQbcd n.... WItt.. R~'" OJ/Ol/lf
~ 1118 DAMAGED
\ . 1119 DAMAOBD
., 1120 DAMAOBD
1121 LOsT
1122 DAMAGBD
1123 LOsT
1124 DAMAGED
1125 LOST
1126 DAMAOBD
1127 LOST
1128 LOST
1U2 R"'RTn~A.Da"" ..... A-'-tM U~02J91
1130 LOST
1131 DAMAGED
1132 LOST
1133 DAMAOBD
1134 LOST
1135 DAMAOED
1136 LOST
1131 DAMAGED
1138 DAMAOBI) I
1139 DAMAOBD . I .
1140 DAMAOBD
1141 LOST
~ 1142 LOST
1W SCRm~TZ. B_JJCE Sua .., 06I28In
1144 DAMAOBD
1l4S DAMAGED
1146 LOST ",,:'
1147 DAMAOBD .1'
1148 LOST ..
,I.
l~..
.', ""II ,
u'riIBIt. 1
;] of I 7
FROM : 22
e
TEL: 4626426
PINELLAS COUNTY FLA.
e~)~~:_~~_'_~!{m_~~~~ PG 227
__ - __,_.." _____u_,__.,. _____".______"_
1'0)-18-199:3 12122 FROM C ITV CF a..w. eGJt.EER111G TO
6426 p, El5
"4
r CklIrwato.r Centre
~."D , NAME m~ANY ""ART DAm
1149 ' LO$T(06J28m)
11$0 LOST
1151 LOST
1152 LOST
1153 LOST
1154 l>AMAGBD
1111 GLQll~rJ(AIdl ~"nd MOI't.nt!e ttl2lil9O
1156 DAMAGED
1157 LOST
US8 LOST
1159 DAMAGED
1160 LOST
1161 DAMAGED
1162 DAMAGED
J1Q "leA VON&. ,...... lPDwW, WIalt . 11""'.
1164 LOST
1165 LOST
1166 DAMAOBD
1167 LOST
1168 LOST
t"""'\ 1169 DAMAGED
\ . 11'70 DAMAGED
1171 LOST
1172 LOST
1173 LOST
1174 DAMAGED
1175 LOST
1176 DAMAG8D
1117 LOST
11'8 DAMAGED
1179 LOST
1180 LOST
U81 DAMAOBD
1182' LOST
11M LOST
1184 DAMAOBD
1185 DAMAOBD
1186 LOST
1187 LOST
11"88 LOST
1189 LOST
UPO LOST
11~1 DAMAGED
UP2 DAMAGBD
r--... 1193 LOST
1194 DAMAOBD
1195 DAMAOBD
11'6 LOST
1197 LOST
.1198 LOST
1199 LOST fI'i~:.
,,:.\4
.r ,
,t;;j, ~"i l(J c ..,.. -f?
'"..~~~Ll .........'''p'''',.,,~_
'I t'f 17
FROM : 22
e
TEL: 4626426
PINELLAS COUNTY FLA.
eF'u~~~._BKu_~_~~_5_ PG 228
ENGINEERING P.01
10)-18-1993 12:30 FIDl CITY CF CUI. eIllNEERJI-G TO
...~
r ~ Centro
f!AR1'II , NAMltnCTATIJR COMPANY START DATI:
1200 DAMAGBD
1201 DAMAOBD
1202 LOST
1203 DANAGBD
1204 LOST
120S DAMAGBD
1206 DAMAOBD
1207 LOST
1201 DAMAOBD
.1209 LOST
1210 bAMAOBJ)
1211 lOST
1212 DAMAOBD
1213 DAMAOBD
1214 DAMAGED
1215 LOST
1216 DAMAOBD
1217 LOST
1218 LOST
12151 LOST
...-..... 1220 DAMAOBD
\ I 1221 LOST
.c 1222 . LOST
1m JCRJr.NT7.UA~, 1."'4.. Fo..... White 1112111'
1224- LOST
1125 LOST
1226 LOST
1227 DAMAGED
1228 LOST
ftI r-~I~'..nr,U.T. Mari_ s".. JIQk 01/1611}-
LOS'I'
1231 DAMAOBD
1232 DAMAOBD
1233 J.OST
lZ34 DAMAOBD
12"' LOST
1236 DAMAOBD
1237 LOST
1238 J)~GI!D
1m Q'MAI..1tY. ICA_ ~.nd~ O2J201pO
1240 DAMAGIJ)
1241 LOS'l'
l)U DAMAOABD
1243 DAMAOJm
~ 12M LOST
1245 DAMAOJm
1246 LOST
1247 LOST
1248 LOST
1249 LOST .,.'11(1.
1250 J)AMAGBD j,::
. ,,~i
. " .
~dlalI --li~ h. .,;
j- t:Jf /?
FROM ; 22
e
TEL; 4626426
~ PINELLAS COUNTY FLA.
....FF.~~~ ~~__ 8515 PG 229
EKi J lEER II'G P.l!I2
. .
NDJ-1G-1993 12:31 FRCJ1
CJlY IF a...w. EKiJIEERJI-G TO
PIp 6
r CeuwIIIlr CeIdre
r.~RnL NAMEIS'I'A TUS COWANY START DATE
1251. LOST
1152 DAMAGED
1253 LOST
1254 LOST
1255 DAMAGED
12S6 DAMAGED
1251 LOST
1258 LOST
1239 LOST
1260 DANAOBD
1261 LOST
Hi ROnqP.'. Mal'k QMIII Witter ItyIlolds1 ~tQlH
DAMAGED (121102)
1264 DAMAOBD
1265 LOST
1266 LOST
1267 LOST (lM))
1268 LOST
1269 DAMAOED
1270 DAMAOBD
,-..,. 1271 DAMAGEDO/22WJ)
1212 LOST
1273 DAMAGED
1214 LOST
1275 . LOST
ffi4 ANDltU)LA. .ToADM llMn wtttAr .RJ,yDoIdt 09/011"
LOST
1278 LOST
1279 LOST
1280 DAMAOBD(lOll51P2 - -" dlllllllo III rNiIdeft)
1281 LOST (l0l'lm)
1282 LOST
1283 LOST
1284 LOST
1285 DAMAGED
1286 LOST
1287 LOST
1288 LOST
1289 LOSr(ll28m)
1290 LOST
1291 LOST
1292 LOST
1m LOST
1294 LOST
1295 LOST
,-., 1296 LOST
1297 DAMAGED
1298 DAMAOBD
1299 DAMAGED
1300 LOST
1301 LOST ~;Z
" ,
.1' '.1,
. "
UHIBIT 6
& tJf J 7
. FROM : 22
e
TEL: 4626426
~,' PINELLAS COUNTY FLA,'
IIF.REC.BK 8515 PG 230
._------~-_.----~_._----_.------_. -
a-I3 I tEER I t.G P ,93
. .
NOU-1B-1993 12;31 FROM
C 1 TV OF CLW. ENG I I-EER Ii'll TO
,,7
(' CIauwab:Ir Cadro
tARD' !\f~ATDS ~ANY START DATI!:
13m DAMAOBD
1303 LOST
1!04 DAMAOBD
1m ENQI.1tIIT. NftnU. CafIftt M-.... Ceo, 1l1~
1306 LOST
1HZ .R'RQ. Paul FDwIIP.. WIdt8 UI2I/..
t: R~~Jne J'oW'l )Vhlte ~amJIII
D~
1310 LOST
1311 1.OST
1312 DAMAOED
1313 LOST
1314 DAMAOBD
b~ ~~:r III ~:r~"=eb III
131'7 LOST
1318 DAMAGED
1319 LOST
.1320 DANAOBD
1D1 DAZA.. Luda I.T.T.. !ne. lO/OlltO
" 1m ~.'ITI'1l. .1IM n.... Wlftap Rt\YDoIlk ltOll18'l
1323 LOST
1324 DAMAOBD
I32S DAMACfBD
1326' LOST
IS27 LOST
1328 LOST
1329 LOST
1330 LOST
1W. OWENS.. 1[.......... Dehnrah tc. Be AIIM. 05131/11
1332 LOST
1333 LOST
laM HAYJr8l' ~ SaIl "nk mati
WI c SMMOYRR.1lvIDJ: 'Fowl8r. White
1336 LOST 0
1337 DAMAOBD
1338 LOST
1339 DAMAOJD)
1340 LOST
1341 LOST
1342 LOST
1K1 DR ANCW..q, or.-a. FaIIDD AIIodaus UIl.
1344 DAMAOBD
1345 DAMAGED
'""' 1346 DAMACJBD
1347' DAMAGED
1348 DAMAGED
1349 LOST
138 F6BmlliG. ChadIf U.s.. eon.pbt8P BalM CWHIOO
WI. li'QRD.. JOYQ;, DeaIl.W1tter ~11k 06J04I9J
13S2 DAMAGED . H ~~.
,. .,
~XHIBIT t
f' .
7 ",f II
'. FROM : 22
e
TEL: 4626426
PINELLAS COUNTY FLA.
..F ._~~_~_~B~__~51~uuul:'G 231
EN:i I Ne;R IIti p, 04
HDJ-19-1993 12: J2 FR(JIl
CITY IF a.w. aGltEERltoIJ TO
Pap 8
0 a.rwatIr CeIatro '
C,lRD I NAMlUSTATUS COMJ'ANY , START 'DATE
1m DAYAOBD
13S4 DAMAGED
1311 ~N6~ IJal 04101110
1356
1357 LOST
1358 DAMAGED
1359 LOST . oMnlVO
II rcn.,..nw. x..- u.... Onnputer Sa_
~+ YO, Ii'enumtt LLL. 10/81/92
1362 DAYAOBD
1HI BOWLBY. Ma...... =1....,& -
UY (:OWEN. OrrIn
1365 DAMAOBD (1112S192)
1Hfi 1t1VRRA. 14or1e FowIw. ~Jt- -
1HZ STEW AR.~~ Mat! 1'0....... WbIte
1368 LOST
1369 . LOST
um ".,.OK.. C.&. nH1II Wln-IMolck 03JtMn
.1371 DAMAOED
fi RlrHllROll'. Jon, Wlanll M~ 03J22/91
0 LOST
1374 INACttVB
\ 1)7S DAMAOBD
, 1376 LOST
1m RAMIL"lDN6 RaIIert u..a. ~b. 05/1'7191
1378 ' DAMAGBD
1319 DAMAOBD
. UlQ Lnl~Y'l '<:b~a. UJJ. ,..~.-- s*_ OtloalH
1381 LOST
wa CI.RMRNR. ,....... Mt:n'III L)'IU 12109192
UU ~. ,GheIt MM'I'III1~h 11/D1tO
1384
II LOVE.. RDbert Mm4D I.yacll -
~'-'Y"1'. J_ Po....... WhIta
1387 DAM40BD
JJII OI..1VRlt, K4""JN A. tdm'I'ID l,.... ~19~
1312 ~=:& ~t:t UI1II9O .
- t'I1MO
1m ~J,~ M~ ~1I -
18 MInfD I.meh
1393 U)8T
. TANNER. RaonH. MaorOII~ 11/1~
LOST
1396 DAMA08D(712J193)
"",. 1397 LOST
1311 ~ 1),lN n-.. Wlttef 06I0419J
1399 LOST .
1400 UNISSUBD (CaN 1mA.....)
tI ~. SbIa4q M...m. ~ I3IJO~
LOST (6f.Jm)
1.-03 LOST .... ff.'i'"
t I' ':l ~..
~:~. j /,It
€XH I BIT _1- -
JJ t'h 7
,-
FROM : 22
NOV-18-1~ 12=32 FROM
e
TEL: 4626426
C I TV [:F a..W. eG lllEER ING TO
PINE~LAS COUNTY FLA.
eF '~~~_'I3I~ n~~~~nn~C;n 232
ENG II>EER I 1-13 P. as
. FROM : 22
e
TEL: 4626426
... PINELLAS COUNTY FLA.
.F .RE~-'~l<_~51_~ PG . 2~?_
ENGllEERlt-G P.B6
NOU-18-1993 12:JJ FROM
C I TV (J= CLld. ENGItEERINO TO
PaR to
(" ~tp~c
.
CARD I tfAMll'JSTA 111S COMPANY ~TDATB
lASS DAMAGED
1456 . LOST .
1457 LOST
1458 DAMAOBD ~
18 ~=r yt.SA r....,gnfw Sa... .MlU1I2
18 MIa C~ 11/11191
1461 LOST (l0l2M)
ttI M~"'.~ DAVID MlDI~'ND ttlOl/93 .
LOST
1464- LOST (If.LfM)
1465 LOST
1466 LO$T(M/131f13)
1467 LOST
1468 LOST
1M2 ':\r1iHf:IE' ~ ~
1m 0'lJ24JlJ
1471 LOST
1m, ..~~RI. ~.Dd MiJrUaft .'
1m MIlI'I'III ~
1m BATTAGLIA. JII.1ft E- M""'" ~
~ 1m ~. ~OTBY ~ ~n:~...,a
I !~ 6&129/91
MeI'I'III ~ III
MIdland Mottaau
.1479' LOST
1480 LOST(4114M)
14S1 l.OST(41WPJ)
1m GllVIlD, Anthmw ~~ WhIte OllU~
1483 LOSt .
1484 ' DAMAGBD (01- f'eIt card m.lttIbaIy'" ...... eBMk")
14U. ~ M.~~ MI2I/93
UM Oll87/93
1487 LOST (l . 2) GmII Rank
1488 LOST
1489 LOST
18 ~wIftURY. Crat, VA CamDDblr .... 02111/92 .
1491 LOST
1492 LOST ,
1m THOMAS, ftANK ~~ lAllII'lI HmJU
1494 LOST (lWWZ)
1495 LOST (1m",)
, 1496 DANAOBD
1m ~W8KI. LotI t~ Sdn Tram MJ2J/91
lAPS
~ :uI2 ~.~er MI!QIIl,-VIW'b 04J0t/92 .
1500
.HM WJPG'E,.J.lpla Sma Lnk o.u~
1503 LOST
c 1$04 lOST
1505 LOST .!t r;,
~<' "J'"''''0> .LL
' ,",'~ :".1" c, ", "
. ....(,I...~.;:1:..._~ --""'-~~
/;;1 f /7
. FROM : 22 e TEL: 4626426
~. t-OU-1B-1993 12:34 FRll"l CITY IF a.,w, e<<iINEERING TO
.-.PINELLAS COUNTY FLA.
~.REC.BK 8515 PG 234
_ _ __________,..____________._____.u_ _ ,,_._.____
eGllEERING P.0'1
PRIll! 11
(' ~IMrwmr ~
S;ABJl , JJ~ATDA (nMPANY START DAD
1506 LOST
1BZ COLLINS. KATHY CARTI!'.RET 09/0'7/t3
lSOS DAMAOBl>
1509 LOST
WI wn.l.JAU';:t n-..~ G. i:3f)Vb1t8 07121113
1m WlAND. ..~ ' 1PJl~8M
ISI2 LOST (I~
IS1~ LOST
J.IW ~~nk = Mort,pee o1lJUJt2
WI ~.
IS16c LOST (1/13IJS)
WI ULLOA. ~I'fterlta c.~t OBlOm
WI MlJLI..ICA.J\t. Mleh.lll..L D~h Kurtz & AIiI5Oe.. BIBB
1112 BARRR!I'T.blrp. Mldlaild Morine-
1'20 ~18193)
un VI1t1.. ""'It! ~Jl'J'EJlET II!
WI -ma~~ l\fID~ MO.JI.TAGE
1m FMt...... Wblte
UK CIJIUlAN.. II'raIl =- II
1m JIW1.1'J11. Jerr
"". m6 R~QJ. .I_n _=lI:==
1SI BLAIR.. PlIIPIda
1DI ~=jt= Sun Bank 07/07192
1m M141Pd Mortpl8 D112~/'~
1530 LOST
1531 LOST
1532 LOST
IS33 LOST (S'l"OLBN)
~ ~~ Q1ttl!l'l!t 07124/U
1m J1.S.. Cornputar Balli OJmlW
UH KONCEI.,K. GDrclftn U.S. ComDUtlr SaIM . 07/21/92
lS)7 LOST
tiI DOBSONr ANDREW UJI. C.... hiM OBlosm
DA VIS.. Bobble SUI' HR_ 0Il.HI01
1540 INA~II/ll93)
1S41 HAIRR. SheQJ Carteret ",OT/n
tm WII!I7.1P.1_ J8"_ M~nd MDl'tu'8 10J29192
DAMAOBD (311"')
1544 DAMAGBD (ICWSlPS)
WI ROI..JDAY. DIrJt1IA IUD~K 07nil.N
.IJft GLlNSKY. PatrIck GocMIYI8I' Co.. ",19J.n
l54? LOST
1$48 DAMAOBP (l0tWm)
la' WlLJl'(')NG. RlIabeth Midland M........ IO/Olm
WI . SlJltOVlCH. eau.y Merrtb Lyncll -
~ 1W ~ ~.....
.un U.S.C-.puter S.... 04112/90
1553 LOST (NMW IUtIl8d II .....llft MidIMd ~)
1.554 LOST ....... eo:,
J.SAi ~ MIAandMtda&e 11/JO/92 fl.. .
ISS6 LOST(tMw ...... ID ...... "I ......U t.pah) " f'
. ,
.t:XHlsn: -A_.~",.__
/ / df- / '7
.~ FROM : 22
..
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_'F_~ P. ~~~ ~~~S_~~~_~~T~c; ~L~3~
eGUEERIt-D P.0B
TEL: 4626426
1-OJ-1S-1993 12:34 FRCI1
C I TV CF Cl.W. Efolil t-EER I NG TO
, Poe 12
(' a.rwatar ~Mat...
, c~A.Rh. NAMRnITATIJR
UI2
WI
ISS9
1M
J1U
IS
,'UQ
US
!HI
I
.1569
1570
1m
1m
1m
1m
1m
1m
c'1m
,........, .lSZI
. 1m
181
1581
181
.uu
w
flU
1BZ
UBI
1m
mil
1521
Am
1m
159.4
tBI
1597
-ma
1m
1600
1601
" 1602
1603
1604
1605
1606
1607
.~
LOS1'(IOIOVU)
-
~
APRn.lL.. "'yDk
DAMAGED (10fl.S193)
COp,NY . gTART DATa.
UNlOLOBI. 08120lt3
Fa'" AtIotIatel 08J25/.JZ
M........ L!nt.b ' -.... 12/10/91
.,.....r Caart ReDOI'tIn. 12l14ln
MldlImtI Mortoft OIlI!/93 .
~~d M.......
=':_TGAGK.
M.P.L.A EDt.
SQ. "uk
fowler, White
_~uJ
'owr.rJWhlte
CarNftt
T.n. FllI8bclal ~
DMn wtJtcr . .
~ Caltldt
tJNIGI.OBE
INACTIVB (A..u.w. for DhtrIWtiOJl)
~l.COM. D"IYI Subballk
1NAC11VB (AwUIbIt for DUcr~",loD)
YI1'I'MAN. PATRICIA Dtq WI.....
~Y~ ==.
~ rA'R'nRET
n _ _:_n~ _ ..........H = .
()PPERMAH. DON I.t~ ~~pI{
BAUDRD. KM V~, CGnlpulW
POWLEY. '!JNInIa Midland MOl'tftIl
SHAMB...Co~ ==
fiH~.P\J -.m~~
(01128I93) _
RRZNlCDc:. D.sqlD r.b.8ERVICD
LOST (OPIWPS
IN.\cn~ 1Vlm~_ L
.. IENNK mWl~WIIITE
INA (A~ t\w DiIb'I'tMMioG)
INACI'IVB (A...... for >>lib"""'"
INACI1VB (4..uMl IlIr DWiIWlw)
INAC11VB (A....... for DilailNtiOD)
INAcnvB (A_tall.. tbr IHstrIbutIoa)
INAC11VB (Avail'" 1br Dlltrlbutloll)
INACTIVB (AYdUle fur nIatrt1JutImO
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~ PINELLAS COUNTY FLA.
~F.REC.BK 8515 PG 240
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.EXHIBI't
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a.EARWATER, RORIM....
INST # 93-373468
DEC 27, 199341f:45PM
PINELLAS COUNT~GFL~68
OFF.REC.BK 8515
t~ Lf{)B
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'-~--':il. S_
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. -or') '- THIS SPECIAL WARRANTY DEED, made this <X-"1 . day of November, 1993, by
_._.__the CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, whose post
___office address is P. O. Box 4748, Clearwater, Florida 34618, hereinafter called
.'_U'_ the grantor to ATRIUM AT CLEARWATER, LIMITED, A FLORIDA LIMITED PARTNERSHIP,
----whose post office address is c/o Walter J. Mackey, Jr., 1601 Forum Place, Suite
------."805, West Palm Beach, Florida, 33401, hereinafter called the grantee:
SPECIAL WARRANTY DEED
-..-..-..-
.. .-......... 0
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..:.._~~
(Wherever used herein the terms "grantor" and "grantee" include all the parties to this
instrument and the heirs. legal representatives and assigns of individuals. and the successors
and assigns of corporations.)
WITNESSETH: That the grantor, for and in consideration of the sum of
$10.00 and other valuable considerations, in hand paid by the grantee, receipt
of which is hereby acknowledged, by these presents'does grant, bargain, sell,
alien, remise, release, convey and confirm unto the grantee, all that certain
land situate in Pinellas County, Florida, legally described as follows:
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See Exhibit "A" attached for legal description.
Subject to the matters described on Exhibit "B" attached hereto and
made a part hereof, without reimposing same.
TOGETHER with all the tenements, hereditaments and appurtenances thereto
belonging or in anywise appertaining.
TO HAVE AND TO HOLD the same in fee simple forever.
THAT grantor specially warrants title to said property and will defend the
same against the lawful claims of all persons whomever claiming by, through or
under said grantor.
IN WITNESS WHEREOF, the grantor has caused these presents to be executed
in its name, and its corporate seal to be hereunto affixed, by its proper
officers thereunto duly authorized, the day and year first above written.
CITY OF CLEARWATER, FLORID,A.':-
By:
Micl)ael.;.~.. !~~9.I1~'
;. . I.~J.- .-' ~,~,,,:r;:-.~.:" ...
Attest: :i:.::.: ;":- :",,<rY
.c i.: i .' . .~ ~~~-; '. -. ...; :;
~,~a:~/:\":': f) C'-'" ;.
~a E'.. .. 'adeau;: ~ty c'i.~.it-
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This instrumen1;:" prePared,.,py:
M. A. Galbraith';"Jr-..",,"
City Attorney.
P. O. Box 4748
Clearwater, Florida 34618
;: ~ ~ .
.: ~-""
KARLEEN F DEB LA
RECORD VERIFIED ~~~'~
.
~INELLAS COUNTY FL~69
OFF.REC.BK 8515 PG
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this day personally appeared before me, an officer duly
authorized to take acknowledgements, RITA GARVEY, as MAYOR-COMMISSIONER of THE
CITY OF CLEARWATER, a Florida municipal cor oration, who is personally known to
me or who has produced C\ CL..-
as identification and she 1.S the person escr1.bed 1.n and who executed th1.s
Special Warranty Deed, and she acknowledged then and there before me that she
executed the same as such officer on behalf of said municipal corporation ~o the
purposes therein expressed and that the said Special Warranty Deed is 1\\\$\ ~b.
deed of said municipal corporation. ~~~~~G S~~
h S' ~~:."""""" ~
"q "l-- $ ~~ '~" ~ ION /" ,
WITNESS my hand and official seal CI- (1 , da ove~. ~:, . ~.:~ ~
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L i:..J :"~ # fg. 10"\ * =
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= ary ~U~~iC ~i~. ICC167625 /~i
My comm1.SS1.on expires: ~~". I.ff~
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1'/"'Hin"'\\\\~
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this day personally appeared before me, an officer duly
authorized to take acknowledgements, MICHAEL J. WRIGHT, as CITY MANAGER of THE
CITY OF CLEARWATER, a Florida municipal corporation, who is personally known to
me or who has produced C\.....,
as identification and he 1.S the person escr1. ed 1.n and who executed th1.s Specia
Warranty Deed, and he acknowledged then and there before me that he executed the
same as such officer on behalf of said municipal corporation for the purposes
therein expressed and that the said Special Warranty Deed is the act and\~ftR~ of
said municipal corporation. ~,~\~tGOTr~~*~
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Nove~~ ,"'~~~6lI"-t I..
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WITNESS my hand and official
expires:
2
.
. PINELLAS COUNTY FLA.
v F.REC.BK 8515 PG 170
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this day personally appeared before me, an officer duly
authorized to take acknowledgements, CYNTHIA E. GOUDEAU, as CITY CLERK of THE
CITY OF CLEARWATER, a Florida municipal cor~ration, who is personally known to
me or who has produced n \CL.
as identification and she is the person described in and who executed this
Special Warranty Deed, and she acknowledged then and there before me that she
executed the same as such officer on behalf of said municipal corporation for the
purposes therein expressed and that the said Special Warranty Deed is the act and
deed of said municipal corporation.
WITNESS my hand and official seal
, 1993.
and correctness:
expires: ~",\\\"UI""II',1.
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... PINELLAS COUNTY FLA.
~FF.REC.BK 8515 PG 171
EXHIBIT nAn
LEGAL DESCRIPTION OF THE LAND
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a map or
plat tnereof recorded in Plat Book 1, Page 52 of the Public
Records of Hillsborough County, Florida of which Pinellas County
was formerly a part, less road right-of-way, together with that
portion of said Block "13" which was formerly an alley, running
East and West through said Block "13", also vacated railroad
right-of-way described as follows: Begin at Southeast corner of
said Lot 2, Block "13", run thence East, along the Northerly
right-of-way of Park Street, 60.18 feet thence Northerly along
the Easterly right-of-way line of said railroad right-of-way also
the West lines of Lots 7 & 8, Block "20" of said GOULD AND EWINGS
1ST.AND 2ND ADDITION, 229.0 feet more or less to the Southerly
right-of-way line of Cleveland Street; thence West, along the
said right-of-way line; 60.18 feet thence along the Westerly
right-of-way line of said railroad right-of-way line also the
Easterly line of Lots 2 and 3, Block "13", of said GOULD AND
EWINGS 1ST AND 2ND ADDITION, 228.93 feet more or less to the
Point of Beginning. All being in section 16, Township 29 south,
Range 15 East, Pinellas County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said
GOULD AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly
right-of-way of Park Street (Park Avenue - Plat) (A 60 foot
right-of-way), North 89045'53" West, 110.22 feet to the Southwest
corner of Lot 1, Block 13 of'sa~d GOULD AND EWINGS 1ST AND 2nd
ADDITION; thence along the Eastern right-of-way of South Garden
Avenue North 00002'16" East 227.94 feet to the apparent Southerly
right-of-way line of Cleveland Street as it now exists; thence
south 89050'01" East 189.03 feet to the Easterly line of the
vacated S.C.L.R.C. right-of-way; thence South 040.42'26" West
228.86 feet (229.00 feet, Deed) to the Northerly right-of-way of
Park Street (Park Avenue - Plat) (A 60 foot right-of-way); thence
North 89045'53" West, 60.18 feet to the Point of,Beginning.
A-1
.
~INELLAS COUNTY FLA.
~.REC.BK 8515 PG 172
'.rCX;ETHER WITH:
LEGAL DESCRIPTION OF AIR SPACE
All those volumes of air space situate in the City of Clearwater,
Pinellas County, Florida, containing the third and fourth floors
of a parking garage structure and the ramp leading from the
second floor to the third floor thereof, as described in Parcels
I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public
Records of Hillsborough County, Florida of which Pinellas County
was formerly a part, as a point of reference; thence North
89045'53" West, along the Southerly right-of-way of Park Street
(Park Avenue - Plat) (A 60 foot ri9ht-of-way) 218.94 feet; thence
South 00014'07" West, 15.00 feet to a point on the face of a
precast concrete wall, said point being the point of beginning;
thence continue along the face of said wall South 89045'53" East,
189.21 feet; thence South 00014'07" West, 206.42 feet; thence
North 89045'53" West, 94.38 feet to point "A" for convenience;
thence North 89045'53" West, 94.83 feet to the intersection of
the face of said precast concrete wall and the face of a masonry
wall; thence North 00014'07" East, 206.42 feet to the point. of
beginning.
The lowest limits of said air space being the bottom of the
support beams for the third floor of the parking garage at the
lowest level of said beams, having an elevation of 43.71 feet.
The upper limits of said air space being an elevation of 64.21
feet elevations referenced to National Geodetic Vertical Datum of
1929, Mean Sea Level - 0.00.
PARCEL II:
,
Commence at the aforedescribed point "A" as a point of reference;
thence North 00014'07" East, 184.21 feet to the point of
beginning of a 63.00 foot strip being 31.50 feet on each side of
the following described line; thence South 00014'07" West 162.0
feet to the point of termination.
The lower limits of said air space being an inclined plane along
the bottom of the support beams for the ramp leading from the
second to third floors of the parking garage. Tbe lO~ler point of
which is the point of beginning having an elevation of 35.71
feet; the upper point of which is the Southerly boundary thereof
having an elevation of 43.71 feet.
The upper limits of said air space being the lower limits of
Parcel No. I above described.
A-2
.
UNTY FLA.
e PINELLAS CO PG 173
.OFF.REC.BK 8515
EXHIBIT "B"
PERMITTED ENCUMBRANCES
1. Rights of parties in possession not shown by the public records.
2. Taxes for the year 1993 and taxes or special assessments which are not
shown as existing liens by the public records.
3. Any claim that any portion of the Premises are sovereign lands of the
State of Florida, including submerged, filled or artificially exposed
lands and lands accreted to such lands.
4. Encroachments, overlaps, boundary line disputes, and any other matters
which would be disclosed by an accurate survey and inspection of the
premises, provided same do not materially affect marketability of title.
5. Easements or claims of easements not shown by the public records.
6, Development Agreement recorded October 30, 1984 in Official Records Book
5868, Page 1530, and Amendment in Official Records Book 5868, Page 1543;
Conditional Assignment thereof recorded December 11, 1984 in Official
Records Book 5893, Page 662 and Assignment and Assumption as recorded
January 19, 1988 in Official Records Book 6664, Page 823 and Consent
thereof as recorded August 10, 1988 in Official Records Book 6809, Page
250, all of the Public Records of Pinellas County, Florida.
7. Easement to Florida Power Corporation recorded August 29, 1985 in Official
Records Book 6064, Page 447 of .the Public Records of Pinellas County,
Florida.
8, Easement as Reserved in Warranty Deed recorded in Official Records Book
6408, Page 1087 of the Public Records of Pinellas County, Florida.
9. Notice as recorded on January 29, 1992 in Official Records Book 7797, Page
2263, of the Public Records of Pinellas County, Florida.
10. 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
sales 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 Community Redevelopment Agency of the City of Clearwater,
Florida.
.
e
BLANKET CONVEYANCE, BILL
OF SALE AND ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS:
THAT the CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation
("Grantor"), having an office at 112 South Osceola Avenue, Clearwater, Florida,
for and in consideration of the sum of Ten Dollars ($10.00) cash and other good
and valuable consideration in hand paid by ATRIUM AT CLEARWATER, LIMITED, A
FLORIDA LIMITED PARTNERSHIP, having an office c/o Walter J. Mackey, Jr.,
Centurion Tower, 1601 Forum Place, Suite 805, West Palm Beach, Florida 33401
("Grantee"), the receipt and sufficiency of which are hereby acknowledged and
confessed, has GRANTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED and DELIVERED and
does by these presents GRANT, SELL, ASSIGN, TRANSFER, CONVEY and DELIVER unto
Grantee, all of Grantor's right, title and interest, to the extent assignable,
and without any representation or warranty whatsoever as to such assignability,
all of the other Conveyed Assets (as hereinafter defined), if any, located on,
affixed to, and used in connection with the real property located in Pinellas
County, Florida, and more particularly described on Exhibit "A" attached hereto
and incorporated herein by this reference or the improvements located thereon
(all such real property and the improvements located thereon, are collectively
called the "Property"):
1. If any, all machinery, furniture, furnishings, equipment, fittings,
fixtures, electronic business machines, computers, data processing machinery, and
all other office and other equipment and all other articles of personal property
or every kind and nature whatsoever affixed to, or attached to, or placed upon
and used in any way in connection with the use, enjoyment, occupancy or operation
of the Property, including, but without limiting the generality of the foregoing,
if any, all heating, lighting, incinerating, landscaping, loading, unloading,
garage and power equipment and supplies, engines, pipes, pumps, tanks, motors,
conduits, switchboards, plumbing, lifting cleaning, fire prevention, fire
extinguishing, sprinkler systems, refrigerating, ventilating, and corrununications
apparatus, air cooling and air conditioning apparatus, elevators, escalators,
storm doors and windows, partitions, ducts and compressors, shades, blinds,
curtains, draperies, awnings and screen, rugs, carpets and other floor coverings,
hall and lobby equipment, vehicles, paintings, pictures, tapestries, wall
hangings, decoration, pottery and all other works of art, all vacuum cleaning
systems, all substitutions, attachments, components, parts, equipment and
accessories relating to all of the foregoing; provided, however, the foregoing
shall not include any personal property owned by or leased by third parties to
any tenant occupying the Property, to the extent that the same does not become
the property of Grantor under the lease with any such tenant or under applicable
law (the "Personal Property") and, provided, further, that the enumeration of
specific categories or items of personal property in this Section 1 for purposes
of defining the term "Personal Property" shall in no way or manner be construed
as a representation or warranty, express or implied, that any of such categories
or items of personal property are in fact affixed or attached to or have been
placed upon and used in any way in connection with the use, enjoyment, occupancy
or operation of the Property or that Grantor shall have any assignable interest
therein.
2. All names, logos, trademarks, copyrights and designs used or created
in connection with the ownership or operation of the Property, if any,
including, without limitation, the name "The Atrium at Clearwater Square",
SunBank Building, together with the goodwill appurtenant to each of such names,
logos and designs (the "Trade Names"); provided however, no representation is
made as to the ability to transfer or use the name SunBank Building without
SunBank's consent.
3.
thereof
All warranties and guaranties relating to the Property or any portion
or the Personal Property or any portion thereof, if any (the
e
e
"Warranties");
4. All right, title and interest of Grantor, if any, as lessee under any
equipment leases relating to equipment or property located upon the Property and
used in connection therewith (the "Equipment Leases");
5. All materials and brochures, ledger cards, maintenance and operation
records, keys and telephone exchange numbers (the "Property Assets");
6. All plans and specifications for the construction of the improvements
located on the Property including, without limitation, all fixtures and equipment
necessary for operation and occupancy of such improvements including such
amendments thereto, if any (the "Plans");
7. All oil, gas and mineral rights of Seller, if any, in and to the
Property (the "Mineral Rights");
8. If any, all compensation, awards, damages, rights or causes of action
and proceeds arising from any taking by any lawful power or authority by exercise
of the right of condemnation or eminent domain with respect to any of the
Property (the "Condemnation Proceeds");
9. All prepaid water and sewer charges, capacity and capacity
reservation fees, utility deposits, hook-up or connection fees, impact fees or
use charges, and all other governmental charges, fees, deposits and credits
respecting the Property for the period on and after the date hereof
(collectively, the "Governmental Credits");
10. The rights of Seller under the Development Agreement dated as of July
14, 1983, and recorded in Official Records Book 5868, Page 1530, of the public
records of Pinellas county, Florida (the "Development Agreement"); and
11. To the extent not otherwise included, all "proceeds" of the foregoing
as defined in the UCC which, in any event, shall include, but not be limited to,
(i) any and all proceeds of insurance, indemnity, warranty or guaranty payable
to Grantor from time to time with respect to any of the Property, (ii) any and
all payments in any form whatsoever made or due and payable to Grantor from time
to time in connection with any requisition, confiscation, condemnation, seizure
or forfeiture of all or any part of the Property by any governmental body,
authority, bureau or agency or any other person (whether or not acting under
color of governmental authority) and (iii) any and all other amounts from time
to time paid or payable under or in connection with the Property or any of the
other property or interests hereby conveyed, sold or assigned by Grantor to
Grantee (the "Proceeds").
12. The physical structure which constitutes the suspended walkway/bridge
over Park street.
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TO HAVE AND TO HOLD the Personal Property, Trade Names, Warranties,
Equipment Leases, Property Assets, Plans, Mineral Rights, Condemnation Proceeds,
Governmental Credits and Development Agreement (all of the foregoing being
hereinafter sometimes collectively referred to as the "Conveyed Assets") unto
Grantee and Grantee's successors, legal representatives and assigns, forever.
This conveyance is subject to !1Q ~ encumbrances oct fort-a OR Enhibit "B"
at-t-aehce hereto aRe iReor~oratce acreiR BY rcfercRoe.
Grantor (for itself and on behalf of Grantor's legal representatives,
successors and assigns) hereby warrants, represents, covenants and agrees with
Grantee that Grantor has full right, power and authority to make this Blanket
Conveyance, Bill of Sale and Assignment, and to consummate the transactions
contemplated hereby, subject to the terms and conditions hereof.
All of the covenants, terms and conditions set forth herein shall be
binding upon and inure to the benefit of the parties hereto, their respective
successors, personal and legal representative, heirs, devisee and assigns.
This Blanket Conveyance, Bill of Sale and Assignment may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which together shall constitute on Agreement.
IN WITNESS WHEREOF, Grantor has executed this instrument this
day of November, 1993.
Qq+h
GRANTOR:
Attest:
p~ r.
CI
Goudeco.;.l
3
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STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this ;lqlJ-hday of fUnl/em~ r , l~.t[W'
RITA GARVEY, MAYOR-COMMISSIONER OF THE CITY OF CLEARWATER, a Florida MU~ A TSg~~/~
corporation, \WhO is personally known to me or has ~~~. ~~. ....~/ ~
1"1 L. as identif' cation. ~ ~. ~ ...",,~\SSION(.... ..(1- ~
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Commission No.
My Commission expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this ;;J1'JJr\ day of rJO\J~.l/Y\'oe( , 1993,
MICHAEL J. WRIGHT, CITY MANAGER OF THE CITY OF CLEARWATER, a Florida M~
corporation, \WhO is personally known ~ me or has ~\'\1~~~:"111.
{\ 0...... as ide i l.cation. ~ .,~,.......;Y...., ~
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Commission No.
My Commission expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this .J.9ta.day of lJ()J'f~ \.oM , 1993,
CYNTHIA E. GOUDEAU, CITY CLERK OF THE CITY OF CLEARWATER, a Florida Municipal
corporation, \' who is personally known to me or has produced
~ . c\_ as identificat/0)1.
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE LAND
PARCEL III:
Lots ~, 2, 3 and 4, Block 1I~311 of GOULD AND EWINGS ~ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book ~, 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 "~3" which was formerly an alley, running
East and West through said Block "~311, also vacated railroad
right-of-way described as follows: Begin at Southeast corner of
said Lot 2, Block 1I~311, run thence East, along the Northerly
right-of-way of Park street,60.~8 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 112011 of said GOULD AND EWINGS
~ST AND 2ND ADDITION, 229.0 feet more or less to the Southerly
right-of-way line of Cleveland street; thence West, along the
said right-of-way line; 60.~8 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 1I~311, of said GOULD AND
EWINGS ~ST AND 2ND ADDITION, 228.93 feet more or less to the
Point of Beginning. All being in section ~6, Township 29 South,
Range ~5 East, Pinellas County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block ~3 of said
GOULD AND EWINGS ~ST AND 2ND ADDITION; thence along the Northerly
right-Of-way of Park street (Park Avenue - Plat) (A 60 foot
right-of-way), North 89045'5311 West, ~10.22 feet to the Southwest
corner of Lot ~, Block ~3 of'sa~d GOULD AND EWINGS 1ST AND 2nd
ADDITION; thence along the Eastern right-of-way of South Garden
Avenue North 00002'16" East 227.94 feet to the apparent Southerly
right-of-way line of Cleveland Street as it now exists; thence
South 89050'0~" East 189.03 feet to the Easterly line of the
vacated S.C.L.R.C. right-of-way; thence South 04042'2611 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.~8 feet to the Point of,Beginning.
A-~
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TCGETHER WITH:
LEGAL DESCRIPTION OF AIR SPACE
All those volumes of air space situate in the city of Clearwater,
pinellas County, Florida, containing the third and fourth floors
of a parking garage structure and the ramp leading from the
second floor to the third floor thereof, .as described in Parcels
I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book ~, Page 70, Public
Records of Hillsborough county, Florida of which pinellas County
was formerly a part, as a point of reference; thence N~h
89045153" West, along the southerly right-of-way of Park street
(park Avenue - Plat) (A 60 foot ri~ht-of-way) 218.94 feet; thence
South 00014107" West, 15.00 feet to a point on the face of a
precast concrete wc;lll, said point being the point of beginning;
thence continue along the face of said wall South 89045'53" East,
189.21 feet; thence South 000~4107" West, 206.42 feet; thence
North 89045153" West, 94.38 feet to point "A" for convenience;
thence North 89045153" West, 94.83 feet to the intersection of
the face of said precast concrete wall and the face of a masonry
wall; thence North Ooo~4'07" East, 206.42 feet to the point of
beginning.
The lowest limits of said air space being the bottom of the
support beams for the third floor of the parking garage at the
lowest level of said beams, having an elevation of 43.7~ feet.
The upper limits of said air space being an elevation of 64.2~
feet elevations referenced to National Geodetic vertical Datum of
~929, Mean Sea Level - 0.00.
PARCEL II:
.
Commence at the aforedescribed point "A" as a point of reference;
thence North 00014107" 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. Ttle lO~ler point of
which is the point of beginning having an elevation of 35.71
feet; the upper point of which is the Southerly boundary thereof
having an elevation of 43.71 feet.
The upper limits of said air space being the lower limits of
Parcel No. I above described.
.A-2
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ASSIGNMENT AND ASSUMPTION
OF LEASES, TENANCIES AND SECURITY DEPOSITS
The CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, having
an office at 112 South Osceola Avenue, Clearwater, Florida 34616 ("Assignor"),
in consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration paid by ATRIUM AT CLEARWATER, LIMITED, A FLORIDA LIMITED
PARTNERSHIP, having its principal office c/o Walter J. Mackey, Jr., Centurion
Tower, 1601 Forum Place, Suite 805, West Palm Beach, Florida 33401 ("Assignee")
does hereby assign, transfer and set over to Assignee, to the extent assignable,
all of Assignor's right, title and interest in and to all leases and tenancies
affecting the real property located in Pinellas County, Florida, more
particularly described on Exhibit "A" hereof, including, without limitation, the
leases and tenancies set forth on Exhibit "B" attached hereto and incorporated
herein by reference (collectively, the "Leases"), together with all security
deposits and accrued interest thereon, if any, held by Assignor with respect to
such Leases, as described on Exhibit"C" hereof (collectively, the "Security
Depos i ts"), and a 1 so together wi th a 11 rents, income and prof its wh i ch may become
due and owing under the Leases for the period on and after the date hereof.
Assignor represents and warrants to Assignee that Assignor has full legal
right, power and author i ty to execute and de 1 i ver th i s Agreement and to
consummate the transactions contemplated hereby.
Assignee, by its execution of this Agreement, does hereby assume all
obligations and liabilities of the lessor under each of the Leases arising on and
after the date hereof including, without limitation, the obligation, if any, tou;0
refund to tenants the Security Deposits and Assignee does hereby further assume
a 11 tenant improvement costs, leas iA~ c81R1Riss iSAs and cash concessions respect ing .
the Leases, both (i) arising prior to and on and after the date hereof, and (ii)
as otherwise set forth on Exhibit "0" hereof, but only to the extent that such
tenant improvement costs, lcasiA~ cSlRIRissieAs and cash concessions are set forth
in the tenant's lease and/or in an estoppel letter delivered to Purchaser before
Closing.
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IN WITNESS WHEREOF, ~~iignor and Assignee have duly executed and delivered
this Assignment this ~C~ day of November, 1993.
ASSIGNOR:
By:
. Attest:
r. City Attorney
[QUfCl Cllo.~dul\r..,
Print name
ASSIGNEE:
ATRIUM AT CLEARWATER, LIMITED,
A FLORIDA LIMITED PARTNERSHIP
BY: ATRIUM AT CLEARWATER, INCORPORATED,
A FLORIDA CORP ATION, GENERAL PARTNER
Attest:
2
. .
STATE OF FLORIDA )
COUNTY OF PINELLAS )
Sworn to and subscribed before me this ~day of lJoveVl\loe(, 1993,
RITA GARVEY, MAYOR-COMMISSIONER OF THE CITY OF CLEARWATER, a Florida Municipal
corporation.~\~ho is per~~n~~~tif~~~~~on.to me or has<~\~~~~~~~d
~~-'\, C'\O I I SCLJ"'~~;'
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COUNTY OF PINELLAS )"!'~"!J/jUC.S'\t'. ,'!t'S~~
!! 1111111 i \ \ \ \\
Sworn to and subscribed before me this ~ day of OO"~~Ql , 1993,
MICHAEL J. WRIGHT, CITY MANAGER OF THE CITY OF CLEARWATER, a Florida Municipal
corporation'l who is personally known to me or has !j.\\\IIlU8SQ"I/
y\..a....... as identif 'cation. ~~~b..GOTTSC~I'II~
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STATE OF FLORIDA
)
COUNTY OF PINELLAS )
Sworn to and subscribed before me this ~~ day of A)au~~
CYNTHIA E. GOUDEAU, CITY CLERK OF THE CITY OF CLEARWATER, a Florida
corporation,\ who is personally known to me or has
~ ~ as identifica 'on.
,,- (
STATE OF FLORIDA
, 1993,
Municipal
produced
tlJ
NaT:) ,
Notary Public
Commission No.
My Commission expires:
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STATE OF FLORIDA
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COUNTY OF PINELLAS
Sworn to and subscribed before me this. ~qi~ay of AJCJ~n1~~ ,1993,
by WALTER 1. KRUMM and WetHer J. ma.d(e~ Jr\ ,President and Secretary of
ATRIUM AT CLEARWATER, INCORPORATED, A FL'Cl~IDA CORPORATION, on behalf of the
corporatifn,- They are personally known to me or have produced
(,l[(~-ef5 \\ c.:'€'\'\s-t. as ident 'fication an did not take an oath.
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4
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EXHIBIT "A"
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public Records
of Hillsborough County, Florida of which pinellas County was
formerly a part, less road right of way, together with that portion
of said Block "13" which was formerly an alley, runnirig East and
West through said Block "13", also vacated railroad right of way
described as follows: Begin at Southeast corner of said Lot 2,
Block "13", run thence East, along the Northerly right of way
of Park Street, 60.10 feet thence Northerly along the Easterly
right of way line of said railroad right of way also the West
lines of Lots 7 & 8, Block "20" of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 229.0 feet more or less to the Southerly right of
way line of Cleveland Street; thence West, along the said right
of way line; 60.18 feet thence South along the Westerly right of way
line of said railroad right of way line also the Easterly line
of Lots 2 and 3, Block "13 ", of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 228.93 feet more or less to the Point of Beginning.
All being in section 16, Township 29 South, Range 15 East, pinellas
County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD
AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly right
of way of Park Street (Park Avenue - Plat) (A 60 foot right of way),
North 89 degrees 45'53" West, 110.22 feet to the Southwest corner
of Lot 1, Block 13 of said GOULD AND EWINGS 1ST AND 2ND ADDITION;
thence along the Eastern right of way of South Garden Avenue North
00 degrees 02'16" East 227.94 feet to the apparent Southerly right
of way line of Cleveland Street as it now exists; thence South
89 degrees 50'01" East 189.03 feet to the Easterly line of the
vacated S.C.L.R.C. right of way; thence South 04 degrees 42'26"
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 89 degrees 45'53" West, 60.18 feet to the Point of
Beginning.
SEE ATTACHED CONTINUATION SHEET. . .
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PAGE TWO
LEGAL DESCRIPTION CONTINUED. . .
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 pine lIas County was
formerly a part, as a point of reference; thence North 89 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 210.94 feet; thence South
00 degrees 14'07" West, 15.00 feet to a point on the face of a
precast concrete wall, said point being th~ point of beginning;
thence continue along the face of said wall South 89 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence North 09 degrees 45'53" West, 94.38 feet to point
"A" for convenience; thence North 09 degrees 45'53" West, 94.83
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
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
lev~l 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 00 degrees 14'07" 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 00 degrees 14'07"
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.
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,\tou... 10' t:11!ll1",'ater Scluare
T_t M....'er - 3/93
Tenant Sq.Ft. FIno, Net Rent Expenee TOIal ~ ,on nue l..cu. Secu,ilY
N. IRC I Stop It' Rent Annual Rent lixpinlion Dcpooit
Unil/lohe Sun Tra..cl \/19 19.00 16.89 $15.89 FillCd SlCp Rent 03/14/96 12,.540.27
(Tripi. Net Leue) $9.H 16.89 116.43 J/9J Ibru J194
$10.11 $6.89 $\ 1.00 J/94 Ibru J195
$10.12 S6.89 $11.61 J/9S thru J196
Julian', Care 971 114.11 16.68 A $20.79 Annu.1 CPI, 6 % Cap 09/15/96 S 1,600.00
Fi,." Nalinnal Bar 2007 $14.08 SO.OO B $\4.08 Fixed Step Rent 07/J 1/95 $2,3JJ.J4
$15,08 $0.00 $15.08 819) thru 7/95
Sun Bank. . Lohh)' 3251 SI6.45 SUO A $20.95 Annual CPI on Anniv. 08/J 1/96 $0.00
Date, 6% Cap
Sun Bank. Drive Thru 1166 S16.45 $1..50 A $IU5 Annual CPI on Anniv. 08/3 1/96 $0.00
Dale, 6% Cap
Sun Da"k. 3931 2 $16.45 , S4..50 A $20.95 Annual CPI on Anniv. 08/3 1/9) SO.OO
Dale. 6" Cap
O. Kurtz & Allne. 2500 2 $7,.51 $S.92 A $1l.43 Temp. Rent Reduction 06/30/9.5 $0.00
Mi~ro-Ergico, Inc. 1.500 2 S1.61 S6.89 C $14..50 No Increuc. (0' Term 10/J 1/92 $1,006.2.5
Currently on M-T.M AgreeIRent
MPllnlemalional, Inc. SS7 2 $12.J9 $0.00 C $12.J9 No IncrealC (0' Term 1011J/93 $6IS.2S
Caner..t 16092 3 $IS,90 4.5 A $20.40 Fixed 6% Slep Annual. 01/31/94 $0.00
I:.nl, ~AI\. ,. Ballina .599 $1l.89 $9.99 B $13.99 "'e I.tere.... r., Tallll 19I31J91 SM~
In.enut'l Tech TRnl 4S2 S Il.n 0 B $13.7.5 No IncrulC. (or Tenn 09/30/92 $921.10
Currently on M'T-M Ag:-cemcnt
$11.00 $6.00
SI2..50
S19.50 7196 Ibm 6198 - 2 yro
T.O. Service Financial
I6JJ
6
$9.S0
$6..50 A
$\6.00 Annual CPI
09/J0/94
$ 1,.543.48
EXHIBIT B
B-1
.
NOle.:
A _ T. I"Y' uul'lion over hue oper. CO.I., prehilled monthly with renl invoice
o . T. due. .1Ot p.y .ny OIH:'. co... or clC.I.lionl
C - T. p.y, only bue oper. COlt.. no ovcnlle.
Aho, M.T.M IUK rur Elleculivc Sui,u_ 4th Aoor cq...te '0 $2,120.00 monthly
in revenue to buildinll/Landlord
B-2
.
:.
CITY OF CLEARWATRR. FLORIDA
Atrlum at Clearwater Square
Tenant Roster - Update as ot 10/93
Tenant sq. Ft. Net Rent Expense Total
Uame . stop Rent.
Carta capital 3,132 $4.75 $6.50 $11.25 10/93-07/94
(08/93-10/96) $7.68 $6.50 $14.18 00/9'1-07/95
$8.38 $6.50 $14.88 08/95-07/96
$9.13 $6.50 $15:63 08/96-10/96
u.s. computer Sales - Bankrupt
B-3
.
RECEIVED FROM
UNIGLOBE SUN
JULIANS CAFE
FIRST NAT. BAR
MICRO-ERGICS
MPL INTERNAT.
INTER. TECH TRNS.
U.S. COMPUTER
T.D. SERVICE FIN.
Exhibit "C"
SECURITY DEPOSITS
LOCATION
SUITE 120
SUITE 114
SUITE 105
SUITE 200
SUITE 295
SUITE 550
SUITE
SUITE 680
TOTAL SECURITY DEPOSITS HELD BY LANDLORD
.
AMOUNT RECEIVED
$2,540.27
1,600.00
2,333.34
2,006.25
615.25
921.10
5,598.00
1,543.48
$17,157.69
.
.
EXHIBIT "0"
~
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AMT1
~ONTRACTS DESCRIPTION EXPIRATION F'REO
Bell Atlantic(1'SI. Florida) Phone system(4th floor) 417/95 830.01/mo.
Charles Driggers Interior landscape 2/4/94 460,OO/mo.
City of Clearwater Parking garage through term 50% all
of ownership maint. exp,
on garage
Datamatic Copier rental 30 day notice 245.28/mo.
Delta Business Equip. Copier maintenance 30 day notice 37.43/mo.
plus overages
Dial Page Pager 30 day notice 21.07/mo,
Fact Protective Service Security monitoring 30 day notice 132.50/mo.
-FaiseR AS88eiMieR MBRa:gelflent fee 19118/93 4~".08vJl
.IlaiseR .~.sseeiati9R 10.'18193
Br9kIK fee ~: ::..'";:vwu
General Furniture Leasing Furniture rental 30 day notice 237.26/mo.
Miami Elevator Elevator maintenance 12126195 l,488.96/mo.
Newstar Janitorial service 30 day notice 6,980.83/mo.
Pinellas Landscaping Exterior landscaping 30 day notice 2.50.00/mo.
Pitney Bowes Postage meter/scale 90 day notice 104. 95/qtrly,
ltJ Chemical Water treatment
. cooling tower 30 day notice 165.00/mo.
Rentokill Interior pest control 30 day notice 148.40/mo.
Securex Guard service 30 day notice 2.030.12/mo.
Security Engineering Fire alarm testing 30 day notice 1380.00/yrly.
Select Pest Control Exterior Pest Control 30 day notice 9O.00/qtrly.
Tampa Bay Trane HV AC equip. inspection 417/94 300.00/mo.
EXHIBIT B
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ASSIGNMENT OF RIGHTS UNDER ESCROW
AGREEMENT FOR REPAIR OF WALKWAY CANOPY
The CITY OF CLEARWATER, FLORIDA. a Florida municipal corporation, having
an office at 112 South Osceola Avenue, Clearwater, Florida 34616 ("Assignor").
in consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration paid by ATRIUM AT CLEARWATER, LIMITED, A FLORIDA LIMITED
PARTNERSHIP, having an office c/o Walter J. Mackey, Jr" Centurion Tower, 1601
Forum Place, Suite 805, West Palm Beach, Florida 33401 ("Assignee"), does hereby
assign, transfer and set over to Assignee, to the extent assignable, all of
Assignor's right, title and interest in and to the Escrow Agreement dated March
29, 1993, by and between the Assignor, Maria Real Estate, Inc., and the Miami law
firm of We il, Gotsha 1 & Manges as "Escrow Agent," a copy of wh i ch is attached to
this Assignment, for the purpose of funding the repair of the walkway canopy
between the Sun Bank office building and the Park Street parking garage to pre-
storm condition. This assignment is subject to compliance with the terms of said
agreement, including without limitation the submission by Assignee of estimates
and invoices for the repair of the walkway canopy, which estimates and invoices
shall be subject to the prior approval of Maria Real Estate, Inc.
Assignor, subject to the terms of the Escrow Agreement, represents and
warrants to Assignee that Assignor has full legal right, power and authority to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby. .
IN WITNESS WHERF_OF, Assignor has duly executed and delivered this
Assignment this ~~ day of November, 1993.
ASSIGNOR:
CITY OF CLEARWATER,
By:
Attest:
Witnesses:
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Print name .~
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laura... ~ott&l~k:
Print name
Approved as to form and corrEctness:
. City Attorney
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STATE OF FLORIDA )
COUNTY OF PINELLAS )
I HEREBY CERTIFY that on this day personally appeared before me, an officer duly
authorized to take acknowledgements, RITA GARVEY, as MAYOR-COMMISSIONER of THE
CITY OF CLEARWATER, a Florida municipal corporftion, who is personally known to
me or who has produced n a...J
as identification and she is the person described in and who executed this
Special Warranty Deed, and she acknowledged then and there before me that she
executed the same as such officer on behalf of said municipal corporation for the
purposes therein expressed and that the said Special Warranty Deed is the act and
deed of said municipal corporation.
WITNESS my hand and official
expires:
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STATE OF FLORIDA
COUNTY OF PINELLAS
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I HEREBY CERTIFY that on this day personally appeared before me, an officer duly
authorized to take acknowledgements, MICHAEL J. WRIGHT, as CITY MANAGER of THE
CITY OF CLEARWATER, a Florida municipal corpOratiOn, who is personally known to
me or who has produced . t'\ /J.......,J
as identification and he is the person described in and who executed this Special
Warranty Deed, and he acknowledged then and there before me that he executed the
same as such officer on behalf of said municipal corporation for the purposes
therein expressed and that the said Special Warranty Deed is the act and deed of
said municipal corporation,
WITNESS my hand and official
Na e:
Notary Public
My commission expires:
2
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I HEREBY CERTIFY that on this day personally appeared before m~~o~~~~ ,.
authorized to take acknowl.edgemen.ts., CYNTHIA E, ,GOUDEAU,. as c~~.f&mJK ,
CITY OF CLEARWATER, a Florlda munlclpal corporatl n, who lS perso~
me or who has produced . ..... .'
as identification and she is the person descri ed in and who executed this
Special Warranty Deed, and she acknowledged then and there before me that she
executed the same as such officer on behalf of said municipal corporation for the
purposes therein expressed and that the said Special Warranty Deed is the act and
deed of said municipal corporation.
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WITNESS my hand and official
expires:
Approved as to form and correctness:
*~
City Attorney
3
Atrium/Clearwat~~
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ESCROW AGREEMENT
ESCROW AGREEMENT (the "Agreement"), dated as of the 29th day
of March, 1993, by and among MARIA REAL ESTATE INC., a Florida
corporation, having an office at 2502 Rocky Point Road, Suite
695, Tampa, Florida 33607 ("Seller"), THE CITY OF CLEARWATER,
FLORIDA, a Florida municipal corporation, having an address at
112 S. Osceola Avenue, Clearwater, FL 34616 ("Purchaser") and
WElL, GOTSHAL & MANGES, having an address at 701 Brickell Avenue,
suite 2100, Miami, Florida, 33131 ("Escrow Agentfl).
J! I T N ~ ~ ~ E :r II:
WHEREAS, pursuant to a Sale-Purchase Agreement dated the
date hereof, Seller will convey to Purchaser certain real
property located at 601 Cleveland Street, Clearwater, Florida and
commonly known as the "Atriwn at Clearwater Square" (the
"Premises"); and
WHEREAS, the awning connecting the office building on the
Premises to the parking garage was damaged in a recent storm.
The "Damage" is more partibularly described on Exhibit A hereto;
and
WHEREAS, seller has agreed to deposit certain funds into
escrow with Escrow Agent for the purpose of reimbursing Purchaser
for the cost of the repair of the Damage to the pre-storm
condition;
NOW, THEREFORE, in consideration of ten ($10.00) dollars and
the mutual covenants and agreements hereinafter set forth, and
intending to be legally bound hereby, it is hereby agreed as
follows:
1. Deposit of Escrow Funds. Seller hereby directs that
$50,000 (the "Escrowed Funds") of the Purchase Price. (as defined
in the Sale-PurChase Agreement) shall be deposited in escrow with
Escrow Agent pursuant to wire instructions provided by Escrow
Agent.
2. Investment of Escrowed Funds. Escrow Agent shall
deposit and maintain the Escrowed Funds in an interest bearing
money market account at citibank F.S.B., or such other financial
institution designated by the Escrow Agent, provided same is
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reasonably acceptable to Seller and purchaser. Any interest
earned or received by the Escrow Agent on the Escrow Agent shall
be paid over to seller from time to time upon demand by Seller.
Seller shall be responsible ,for the payment of any income taxes
on such interest, if due under applicable law. Seller's tax
identification number is 13-3036326.
3. Disbursement of Escrowed Funds. The Escrowed Funds
shall be disbursed by Escrow Agent pursuant to the following
procedure:
(a) Purchaser shall De permitted to draw upon the
Escrowed Funds to either repair the Damage as constructed prior
to the storm or to use an amount equal to the cost of such repair
to replace the Damage in a manner acceptable to Purchaser.
(b) Purchaser shall submit to Seller the contracts or
contracts for the repair of the Damage (collectively, the
"contracts") for Seller's approval thereof, which approval shall
not be unreasonably withheld or delayed.
(c) Upon approval of the Contracts, Purchasor shall
cause the work to be performed pursuant thereto. Neither F;scrow
Agent nor Seller shall have any obligation to inspect such work
or to cause such work to be performed.
(d) Upon completion of the work or at such other times
as is expressly set forth in the Contacts (but no more frequently
than once per month), Purchaser shall provide Seller with the
invoice for payment pursuant to the contracts together with a
certification by the Purchaser that the work for which the
payment is to be made has been completed. Provided the invoice
is in conformity with the Contracts, Seller shall direct Escrow
Agent in writing to disburse the amount of the invoice to or at
the direction of Purchaser.
4. Insurance Proceeds. Seller retains all right to any
insurance proceeds payable as a result of the Damage.
5. Return of Escrowed Funds to Seller. Upon the
completion of the repair of the Damage (as certified in writing
by Purchaser) any remaining Escrowed Funds shall be the property
of the Seller. In addition, in the event any Escrowed Funds
remain as of April 1, 1995, (a) Escrow Agent shall notify Seller
and Purchaser of such fact and, (b) unless instructed otherwise
by Purchaser within 30 days following receipt by purchaser of
such notification, Escrow Agent shall deliver such funds to
2
....-... .- ...- -
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Seller. Seller shall have no obligation to deposit additional
funds in the event the Escrowed Funds are insufficient to repair
the Damage.
6. Obliqations of Escrow Aqent. If there is any dispute
as to whether Escrow Agent is obligated to deliver any monies
and/or documents which it now or hereafter holds (collectively,
the "Escrowed Property") or as to whom any Escrowed Property are
to be delivered, the Escrow Agent shall not be obligated to make
any delivery, but, in such event, shall hold same until receipt
by the Escrow Agent of an authorization, in writing, signed by
~ll of the parties having an interest in such dispute directing
the disposition of same; or, in the absence of such
authorization, the Escrow Aqent shall hold any Escrowed Property
until the final determination of the rights of the parties in an
appropriate proceeding. within three business days after receipt
by the Escrow Agent of (i) a copy of a final judgment o~ order of
a court of competent jurisdiction, certified by the clerk of such
court or other appropriate official, and (ii) an opinion of
counsel, acceptable to the Escrow Agent, of the party to whom the
Escrowed Property is to be delivered to the effect that such
judgment or order is final within the meaning of this Agreement,
the Escrowed Property shall be delivered as set forth in such
judgment or order. A judgment or order under this Agreement
shall not be deemed to be final until the time within which to
take an appeal therefrom has expired and no. appeal has been
taken, or until the entry of a judgment or~order from which no
appeal may be taken. If such written authorization is not given
or proceeding for such determination is not begun and diligently
continued, the Escrow Agent may, but is not required to, bring an
approp~iate action or proceeding for leave to deposit the
Escrowed Property in court, pending such determination. The
Escrow Agent shall not be responsible for any acts or omissions
unless willfully done and upon making delivery of the Escrowed
Property which the Escrow Agent holds in accordance with the
terms of this Agreement, the Escrow Agent shall have absolutely
no further liability hereunder. The Escrow Agent shall have no
liability for any loss resulting from financial or other failure
of the financial institution into which the Escrowed Property is
deposited. In the event that the Escrow Agent places any
Escrowed Property and/or documents that have actually been
delivered to the Escrow Agent in the Registry of the Circuit
Court in and for Pinellas County, Florida and files an action of
interpleader, naming the parties hereto, the Escrow Agent shall
be released and relieved from any and all further obligation and
liability hereunder or in connection herewith. The Escrow Agent
shall be entitled to rely upon, and shall be fully protected from
all liability, loss, cost, damage or expense in acting or
3
~_...... .- .- - " ..- .. .--
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omitting to act pursuant to, any instruction, order, judgment,
certification, affidavit, demand, notice, opinion, instrument or
other writing delivered to it hereunder without being required to
determine the authenticity of such document, the correctness of
any fact stated therein, the propriety of the service thereof or
the capacity, identity or authority of any party purporting to
sign or deliver such document. Seller and purchaser shall and do
hereby, jointly and severally, agree to indemnify and hold the
Escrow Agent harmless from any and all damages or losses arising
hereunder or in connection herewith, including but not limited
to, all costs and expenses incurred by the Escrow Agent in
connection with the filing of such action including, but not
limited to, reasonable attorneys' fees for the Escrow Agent's
attorneys through all trial and appellate levels (which may
include fees and costs of legal services provided by attorneys in
the firm of Weil, Gotshal & Manges). It is agreed that Escrow
Agent shall not be disabled or disqualified from representing
Seller in connection with any litigation which might arise out of
or in connection with this Agreement by virtue of the fact that
the Escrow Agent has agreed to act as the EscroW Agent hereunder
and Purchaser does hereby waive any claim arising out of or in
connection with the foregoing except for claims of gross
negligence or willful misconduct. The duties of the Escrow Agent
are only as herein specifically provided, and are purely
ministerial in nature. The Escrow Agent shall neither be
responsible for, or under, nor chargeable with knowledge of, the
terms and conditions of any other agreements, instrument or
document in connection herewith, and shall be required to act in
respect of the Escrowed property only as provided in this
Agreement. This Agreement sets forth all the obligations of
Escrow Agent with respect to any and all matters pertinent to tho
escrow contemplated hereunder and no additional obligations of
EscroW Agent shall be implied from the terms of this Agreement or
any other Agreement. The Escrow Agent shall not be bound by any
modification, cancellation or rescission of this Agreement unless
in writing and signed by the Escrow Agent. The Escrow Agent and
any successor escroW agent may at any time resign as such by
delivering the Escrowed Property to either (i) any successor
escrow agent designated by all the parties hereto (other than
Escrow Agent) in writing, or (ii) any court having competent
jurisdiction. Upon its resignation and delivery of the Escrowed
Property as set forth in this Section, the EscroW Agent shall be
discharged of, and from, any and all further obligations arising
in connection with the escroW contemplated by this Agreement.
4
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7. Miscellaneous.
(a) This Agreement shall not be altered, amended,
changed, waived, terminated or otherwise modified in any respect
or particular unless the same shall be in writing and signed by
or on behalf of the party to be charged.
(b) This Agreement shall be binding upon and ahall
inure to the benefit of the parties hereto and to their
respective heirs, executors, administrators, successors and
assigns.
(c) All prior statements,. understandings,
representations and agreements between the parties with respect
to the Damage, oral or written, are superseded by and merged in
this Agreement, which alone fully and completelY expresses the
agreement between them in connection with this transaction and
which is entered into after full investigation, neither party
relying upon any statement, understanding, representation or
agreement made by the other not embodied in this Agreement. This
Agreement shall be given a fair and reasona~le construction in
accordance with the intentions of the parties hereto, and without
regard to or aid of canons requiring construction against Seller
or the party drafting this Agreement.
(d) purchaser agrees that it does not have and will
not have any claims or causes of action against any disclosed or
undisclosed officer, director, employee, trustee, shareholder,
partner, principal, parent, subsidiary or other affiliate of
Seller, including, without limitation, Citicorp, citibank, N.A.,
citicorp Real Estate, Inc. or Aspiration, Inc., (collectively,
"Seller's Affiliates") arising out of or in connection with this
Agreement or the transactions contemplated hereby. purchaser
agrees to look solely to Seller and its assets for the
satisfaction of any liability or obligation arising under this
Agreement or the transactions contemplated hereby, or for the
performance of any of the covenants, warranties or other
agreements contained herein, and further agrees not to sue or
otherwise seek to enforce any personal obligation against any of
Seller's Affiliates with respect to any matters arising out of or
in connection with this Agreement or the transactions
contemplated hereby. Without limiting the generality of the
foregoing provisions of this section, purchaser hereby
unconditionally and irrevocably waives any and all.' claims and
causes of action of any nature whatsoever it may now or hereafter
have against Seller's Affiliates, and hereby unconditionally and
irrevocably releases and discharges Seller's Affiliates from any
and all liability whatsoever which may now or hereafter accrue in
5
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favor of purchaser against Seller's Affiliates, in connection
with or arising out of this Agreement or the transactions
contemplated hereby.
(e) No failure or delay of either party in the
exercise of any right given to such party hereunder or the waiver
by any party of any condition hereunder for its benefit (unless
the time specified herein for exercise of such right has expired)
shall constitute a waiver of any other or further right nor shall
any single or partial exercise of any right preclude other or
further e~ercise thereof or any other right. No waiver by either
party of any breach hereunder or failure or refusal by the other
party to comply with its obligations shall be deemed a waiver of
any other or subsequent breach, failure or refusal to so complY.
(f) This Agreement may be executed in one or.' more
counterparts, each of which so e~ecuted and delivered shall be
deemed an original, but all of which taken together shall
constitute but one and the same instrument.
(g) The caption headings in this Agreement are for
convenience only and ure not intended to be a part of this
Agreement and shall not be construed to modify, explain or alter
any of the terms, covenants or conditions herein contained.
d
(h) This Agreement, having been drawn and negotiated
in tha State of Florida, shall be interpreted and enforced in
accordance with the laws of the state of Florida, and Seller and
purchaser hereby agree to submit to personal jurisdiction in the
state of Florida in any action or proceeding arising out of this
Agreement. Seller and purchaser agree that any such action or
proceeding shall be brought in any federal, state or local court,
as the case may be, located in the County of pinellas and State
of Florida.
(i) In the event of any litigation ar~s~ng out of or
connected in any manner with this Agreement, the non-prevailing
party shall pay the costs of the prevailing party, including its
reasonable counsel and paralegal fees incurred in connection
therewith through and including all other legal expenses and the
costs of any appeals and appellate costs relating thereto.
(j) The use of any gender shall include all other
genders. The singular shall include the plural and vice versa.
(k) All of the Exhibits and Schedules annexed hereto
are incorporated herein by reference and form part of this
Agreement.
6
...-....' .- - - ..
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(1) Use of the words "herein," "hereof," "hereunder"
and any other words of similar import refer to this Agreement as
a whole and not to any particular article, section or other
paragraph of this Agreement unless specificallY noted otherwise
in this Agreement.
(m) This Agreement shall not be deemed to confer in
favor of any third parties any rights whatsoever as third-party
beneficiaries, the parties hereto intending by the provisions
hereof to confer no such benefits or status.
(n) THE PARTIES HERETO DO HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE ANY RIGHT ANY
PARTY MAY HAVE TO A JURY TRIAL IN EVERY JURISDICTION IN ANY
ACTION, PROCE~DING OR COUNTERCLAIM BROUGHT BY EITHER OF THE
PARTIES IIERETO AGAINST THE OTHER OR THEIR RESPECTIVE SUCCESSORS
OR ASSIGNS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED AND
DELIVERED BY EITHER PARTY IN CONNECTION THEREWITH (INCLUDING,
WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS
AGREEMENT, AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS
AGREEMENT WAS FRAUDULENTLY I1\:JUCED OR OTHERWISE VOID OR
VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY
TO ENTER INTO THIS AGREEMENT.
(0) If any provision of this Agreement shall be
unenforceable or invalid, the same shall not affect the remaining
provisions of this Agreement and to this end the provisions of
this Agreement are intended to be and shall be severable.
(p) Typewritten or handwritten provisions inserted in
this Agreement or in the Exhibits annexed hereto (and initialled
by the parties) shall control all printed provisions in conflict
therewith.
(q) Each party hereto acknowledges that all parties
hereto have participated equallY in the drafting of this
Agreement and that accordingly no court construing this Agreement
7
"I'T'n ;'. ..-_.....,......___ ---- ---. .......... -- -
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It
shall construe it more stringently against one party than the
other.
IN WITNESS mIEREOF, this Agreement has been duly executed by
the parties hereto as of the day and year first above written.
Signed, sealed and delivered
in the presence of:
SELLER:
MARIA REAL ESTATE, INC., a
Florida corporation
Title: Vice President
Narne~rO.M/oe
Address: 2502 Rocky point Rd.
suite 695
Tampa, Florida 33607
pURCHASER:'
THE CITY OFdCLEARWATER, a
Florida municipal corporation
Title:
t. rce.
Address: 112 S. Osceola Ave.
Clearwater, FL 34616
By: /
Print Name:
Title:
Address: 112 S. Osceola Ave.
Clearwater, FL 34616
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
8
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Exhibit A
Description of the Damage
Exrprior
Walkway bridge collapsed and had been severely "twisted" by che
high winds. Much of the bridge steel was laying on road,
sidewalk, and ground area, Extensive structural damage to the
steel framing, and the base supports have uprooted from the
concrete slab floor of the walkway itself (see details in
photos) .
9
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ASSIGNMENT AND ASSUMPTION OF LICENSES AND CONTRACTS
The CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, having
an office at 112 South Osceola Avenue, Clearwater, Florida 34616 ("Assignor"),
in consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration paid by ATRIUM AT CLEARWATER, LIMITED, A FLORIDA LIMITED
PARTNERSHIP, having an office c/o Walter J. Mackey, Jr., Centurion Tower, 1601
Forum Place, Suite 805, West Palm Beach, Florida 33401, ("Assignee"), does hereby
assign, transfer and set over to Assignee, to the extent assignable, all of
Assignor's right, title and interest in and to all licenses, permits,
certificates, approvals, authorizations and variances (collectively, the
"Licenses") issued for or with respect to, the construction, development,
management, maintenance and operations of all or any portion of the real property
located in Pinellas County, Florida, more particularly described on Exhibit "A"
annexed hereto and made a part hereof, together with all of Assignor's right,
title and interest, to the extent assignable, in and to the purchase orders,
equipment leases, advertising agreements, franchise agreements, license
agreements, management agreements and service contracts, if any, as are described
on Exhibit "B" annexed hereto and made a part hereof (collectively, the
"Contracts"). Provided. however. that the Assianor has terminated the Exclusive
Broker Aareement with Faison Associates bv letter dated November 4. 1993. with
an effective date of December 5. 1993 and has terminated the Management Agreement
by letter dated November 24, 1993 with an effective date of December 25, 1993.
Assignor will absorb any fees due Faison Associates under the Management
Agreement for the aonth of December.
Assignor represents and warrants to assignee that Assignor has full legal
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.
Assignee, by its execution of this Agreement, does hereby assume all
obligations or liabilities of Assignor arising on and after the date hereof under
each of the Licenses and Contracts.
VvV1
.
.
IN WITNESS WHEREOF, AS~Slnor and Assign,~ have qulY)8xecuted and delivered
this Assignment this ~~ day of fVO(/e/ffi~e..(, 1993.
ASSIGNOR:
By:
Attest:
.~
~
,~
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Print name
~~~
Lu()(~ Go~~tlllL
Print name
~[,
a E. GoudealJ,
correctness:
Attorney
ASSIGNEE:
ATRIUM AT CLEARWATER, LIMITED,
A FLORIDA LIMITED PARTNERSHIP
BY:
ARWATER, INCORPORATED,
RPORATION
~
, President
.
.
STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this a.~phday of IJD V
RITA GARVEY, MAYOR-COMMISSIONER OF THE CITY OF CLEARWATER,
corporation, why is personally known to me
f'-tCi - as identifi tion. J
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Notary Public
Commission No.
My Commission expires:
STATE OF FLORIDA
COUNTY OF PINELLAS )
;:;.rf.' L... I I , '\\\"ll~""
Sworn to and subscribed before me this _I M1day of W v~ T ~
MICHAEL J. WRIGHT, CITY MANAGER OF THE CITY OF CLEARWATER, a Flo >>nlo ~
corporation, \ who is personally known to me or ~~.~\~~ ~
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Commission No.
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STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this ~~day of 11ov~;~~~u,_ ~993,
CYNTHIA E. GOUDEAU, CITY CLERK OF THE CITY OF CLEARWNfitR, a Fl~~ al
corporatio~ \fJ._ who is personally known to me or ~....
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Commission No.
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STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed be~9~e me this acfh day of fJov..e.m~( ,1993,
by WALTER T. KRUMM and \'Ja\re( J, m(U(.~ .J(. , President and Secretary of
ATRIUM AT CLEARWATER, INCORPORATED, A ~ORIDA CORPORATION, on behalf of the
corpor~t~on. . They are personally known ~o me or have produced
rtf, ~f?X'C-> r~ c.<e,,,~..fl as identification and dild ot take an oath.
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EXHIBIT IIAII
PARCEL III:
Lots 1, 2, 3 and 4, Block 111311 of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - HARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public Records
of Hillsborough County, Florida of which pinellas County was
formerly a part, less road right of way, together with that portion
of said Block 111311 which was formerly an alley, running East and
West through said Block 111311, also vacated railroad right of way
described as follows: Begin at Southeast corner of said Lot 2,
Block 111311, run thence East, along the Northerly right of way
of Park Street, 60.10 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 112011 of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 229.0 feet more or less to the Southerly right of
way line of Cleveland Street; thence West, along the said right
of way line; 60.18 feet thence South along the Westerly right of way
line of said railroad right of way line also the Easterly line
of Lots 2 and 3, Block "1311, of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 220.93 feet more or less to the Point of Beginning.
All being in Section 16, Township 29 South, Range 15 East, pinellas
County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD
AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly right
of way of Park Street (Park Avenue - Plat) (A 60 foot right of way),
North 89 degrees 45'5311 West, 110.22 feet to the Southwest corner
of Lot 1, Block 13 of said GOULD AND EWINGS 1ST AND 2ND ADDITION;
thence along the Eastern right of way of South Garden Avenue North
00 degrees 02'1611 East 227.94 feet to the apparent Southerly right
of way line of Cleveland Street as it now exists; thence South
89 degrees 50'01" East 189.03 feet to the Easterly line of the
vacated S.C.L.R.t. right of way; thence South 04 degrees 42'2611
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 89 degrees 45'5311 West, 60.18 feet to the Point of
Beginning.
SEE ATTACHED CONTINUATION SHEET. . .
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T<X;ETHER WITH:
PAGE TWO
LEGAL DESCRIPTION CONTINUED. . .
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 o'f Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public Records
of Hillsborough County, Florida of which pinellas County was
formerly a part, as a point of reference~ thence North 09 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 210.94 feet; thence South
DO d(:HJnwu )4'C)7" Wnol:, 15.00 feet to a poi.nt on the face of a
precast concrete wall, said point being the point of beginning;
thence continue along the face of said wall South 09 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence North 09 degrees 45'5]" West, 94.30 feet to point
"A" for convenience; thence North 09 degrees 45'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for tile third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea
Level - 0.00.
PARCEL II:
Commence at the aforedescribed point "A" as a point of reference;
thence North 00 degrees 14'07" East, 104.21 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 00 degrees 14'07"
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.
(q)
',~
~.
RE1\RtTO:~
IICfWI)8. GLICEY,
PM1E8Ia WMD, P
18 PMK 1J'P..a.;.
~ CI'.-"TER.Raml-
INST # 93-373_
DEC 27, 1993 4. 6PM
--~----------
SECOND AMENDMENT TO
DEVELOPMENT AGREEMENT
PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 257
cl.h
THIS SECOND AMENDMENT TO DEVELOPMENT AGREEMENT is made this ~ day
of tJD'femb€.< , 1993 (herein, the "Amendment"), by and between the CITY OF
CLEARWATER, FLORIDA, a Florida municipal corporation, having an office at 112
South Osceola Avenue, Clearwater, Florida 34616 (the "City"), the CLEARWATER
REDEVELOPMENT AGENCY, now known as the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF CLEARWATER (the "Agency"), and ATRIUM AT CLEARWATER, LIMITED, A FLORIDA
LIMITED PARTNERSHIP ("Atrium"), whose address is in care of Walter J. Mackey,
Jr., 1601 Forum Place, Suite 805, West Palm Beach, Florida 33401, successor in
title and interest to J.K. Financial-Clearwater Square, Inc" a Florida
corporation ("J.K. Financial"), after diverse conveyances.
kizACcA... l.f.Oe WHEREAS, the parties or their predecessors in title and interest have
t 0(\. entered into a Development Agreement dated July 14, 1983, recorded in Official
If . ,,' ,. Records Book 5868, Page 1530, of the Public Records of Pinellas County, Florida,
~~~'~s modified by Amendment to Development Agreement dated July 25, 1984, recorded
:I ~l.L.. in Official Records Book 5868, Page 1543, of the Public Records of Pinellas
..--County, Florida, relating to certain property described therein (the "Property"),
...__which agreement, as modified, is incorporated herein by reference and referred
____to as the "Development Agreement"; and
WHEREAS, the parties desire to acknowledge that certain provisions of the
'-Development Agreement continue in full force and effect, and that certain other
....~provisions have been fully satisfied, and desire to clarify the rights and
. .....obligations of the parties with respect to those provisions of the Development
';:3~.tff) Agreement which continue in full force and effect, as set forth herein;
Jr.., NOW, THEREFORE, in consideration of the foregoing and other good and
I."l'" valuable considerations, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. The following provisions of the Development Agreement continue in
full force and effect (unless expressly indicated otherwise, a reference to a
paragraph in the Development Agreement includes all subparagraphs):
Paragraph:
Relating to:
1
The recitals ("whereas" clauses), except to the extent that
the statements of ownership of certain parcels of property are
no longer current.
2
Definitions, except to the extent that the interests of the
original parties and the estimated number of spaces in the
parking garage are no longer current.
3
Statement relating to compliance with Section 163.380 (3) ,
Florida Statutes, relating to disposition of community
redevelopment property.
10
Conditions precedent to closing, to the extent that such
conditions require or may require a zoning and land use plan
designation for the Property to permit an office building and
parking facility; service to the Property by city sewer,
water, drainage, and other utility services in compliance with
the rules and regulations of the city for such service; and
the granting of an easement above Park Street for the
pedestrian walkway over Park Street; all of which aforesaid
conditions have been and are acknowledged by the City as
having been satisfied. Botero sleaing.
11
Obligations of J.K. Financial and assigns that the Property
shall not be sold without the consent of the Agency or the
KARLEEN F. DEB LAKER C~RK
~ORD VERIFIED BY:' ~
~~fl
I",
--------- -
.
-
PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 25f
City; that the Property shall not be exempt from ad valorem
taxes, shall be subject to ad valorem taxes as provided by
law, and shall not be sold or transferred to any organization
which at the time of the conveyance is exempt from the payment
of ad valorem taxes except the City or the Agency, and that a
restriction to such effect shall be placed on the deed and
recorded in the Public Records of Pinellas County and shall be
deemed a restriction on the sale or transfer of the land or
any interest therein or the improvements thereon which may be
enforced by suit for specific performance or by any other
legal remedy available to the City or to the Agency.
12
Warranties and representations of the City and Agency.
14
Parking facility, to the extent that the paragraph provides
for access to the air rights by an easement of necessity over
the remaining portion of the parking garage property.
15
Governmental cooperation.
18
Remedies.
19
Miscellaneous, except that the names and addresses of the
parties have changed for the purpose of giving notice, and
alternatives to payment of the purchase price by J.K Financial
in Subparagraph 19.10, added by the first Amendment to the
Agreement, have been satisfied.
2. The following executory provisions of the Development Agreement have
been performed or are otherwise fully satisfied (unless expressly indicated
otherwise, a reference to a paragraph in the Development Agreement includes all
subparagraphs):
4
Purchase price and sale of Agency property to J.K. Financial.
5
Purchase of "Jannelli Parcel."
6
Purchase of "Parcel A," a portion of the former railroad right
-of-way north of Park Street.
7
Title insurance.
8
Surveys.
9
Closing.
10
Conditions precedent to closing except as described in
paragraph 1 of this Amendment.
11
Obligations of J .K. Financial to submit plans, specifications,
site plan, and community impact statement before closing; and
to pay its proportionate share of required fees for the
issuance of a building permit for the construction of the
office building and parking facilities, and to commence
construction within 90 days thereafter.
13
Prorations.
14
Parking facility, except as described in Paragraph 1 of this
Amendment.
2
v~1
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PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 259
16
Development Action Grants.
17
Appraisals.
19
Miscellaneous, to the extent that the alternatives to payment
of the purchase price by J.K Financial in Subparagraph 19,10,
added by the first Amendment to the Agreement, have been
satisfied.
3. The parties acknowledge that title to the Property is derived from J.K.
Financial through intervening parties including but not limited to Maria Real
Estate, Inc., to the City of Clearwater, Florida, as successor in title and
interest to Maria Real Estate, Inc. The CITY and the AGENCY consented to and
acknowledged the assignment and assumption of the rights and obligations under
the Development Agreement to Maria Real Estate, Inc., but not to other grantees
including Mack Clearwater Limited Partnership and the City of Clearwater. The
CITY and the AGENCY acknowledge that the rights and obligations under the
Development Agreement which continue to be executory remain in full force and
effect; that the conveyance to the City did not constitute a breach of the
Development Agreement, which expressly authorizes sales or transfers to the CITY
or the AGENCY; and that the conveyance to the City did not constitute a merger
in the CITY of the Development Agreement and rights and obligations thereunder.
3
tl~i
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QUNTY FLA.
A PINELLAS C PG 260
~FF .REC.BK 8515
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
day of November, 1993.
Attest:
0:::;~ ~ff#~
CLEARWATER,
By:
"'
/
"
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o rci'nL?nd 'q~rre~~~:
,; ,.,~ :"'-:i;;: .~,'~ ,"" ;;;;~_..:-
j ::i
OF THE
/
ATRIUM AT CLEARWATER, LIMITED,
A FLORIDA LIMITED PARTNERSHIP
BY:
INCORPORATED,
GENERAL PARTNER
4
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tt PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 261
STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this aqc1.h day of NO,,:~JfU~fl~' Rita
Garvey, the Mayor-Commissioner of the City of Clearwater, ~~~flS. ~ ipal
corporation, personally known to me ~~.~,~~~I;N~:.~ced
as identification. ;:{-S:~. """ ''1;0, · ~
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STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this ~h day of November, 1993, Michael
J. Wright, the City Manager of the City of Clearwater, a F10~' ~..municiPal
corporation, is personally known to me or ~*~ ~'~duced
as identification. ~';..r,.' 'SC~v~
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STATE OF FLORIDA ~~~..o:~. e':;"~~
COUNTY OF PINELLAS ~(f8liC-~~~ \)'~~
. ~JII'"";,",,\\\\,,,~
Sworn to an subscribed before me this ~ day of November, 1993, Cynthia
E. Goudeau, the City Clerk of the City of Clearwater, a Florida municipal
corporation, r\ I ~ho is personally known to ~\\ut",ah has produced
I'.,~ as identificat~~~ GOTTS~~~~
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OFF.REC.BK 8515 PG_~
...
STATE OF FLORIDA
COUNTY OF PINELLAS
~
Sworn to and subscribed before me this /~ day of No.cmB~, 1993, Arthur
X. Deegan II, Chairperson of the Community Redevelopment Agency of the City of
Clearwater, who is personally known to me or has produced
.~/A as identification.
,
~ crn.O~
Pr t Type ~ame: .'J,A-I f::"~~' ,..~,f'R 2.'~ MARlYi\lP,RA
Notary Publl.c {,c,',b,.), MOO CO~\~,I,S~:'0'~ # CG ~):;8227 EXPiRES
;,)',p<' ~on'er"be' 16 1994
STATE OF FLORIDA ) ":,~~;;<ir BON)E0T~~~"~~Y ~A,N ;NSU~NCE, INC.
COUNTY OF PINELLAS ).""'"
JJ~
Sworn to and subscribed before me this / '-I ~ day of Nouvmber, 1993, Peter
J. Gozza, Executive Director of the Community Redevelopment Agency of the City
of Clearwater, who is personally known to me or has produced
as identification.
~.q11'
Pri /Type Name:
Notary Public
\j?~~
.:::t,4 IS 1. ptt:. 2 '-{ '-u ~M
"~::.'iJ~;,:,,, JAN!3 M. ?RL"'!"NARA
~~".' 1\. '.~:'~ , . ~ 'CC:;~-'I .f" ,',"'''''1.'' --"'"tnI:S
,.: fu;ii ':'~ f"y Co~t..fo,.)~" oJ C.. C',','c2, l-'Y"',c.
~~*t,~~~:\-:'.,~~~f Septdmbm 15. 18~4
J~,i/;_::~~~~" BONDED THRU ;-ROf FAli,t iNSU;ANCE, INC.
STATE OF FLORIDA
COUNTY OF PINELLAS
( .;.., <>OLeL~
Sworn to and subscribed before me this 1~ day of ~ber, 1993,
Jacqualine DeGroy, Secretary of the Community Redevelopment Agency of the City
of Clearwater, who is personally known to me and did not take an oath.
~,~ '1Yl G~~
Prf5'nt/Type Name: U::Jj{ IV I> 1f1. p;e 2 '(tVA!e1)
Notary Public...~'.,.' ":':"'"
-: :.'. . '_-. ,!/!.Pi's f--:, :FL:~'{hl\!1A
t~~,<.:'.:~ :"," C~:1t!0~~;~,~:~:;Cl~~:;~~;' EXPiRES
",':,',' ,I',-,i' SOtJOE:J THRU TROY FA!t~ INSURANCE. INC.
6
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. OFFP~;~LBLAS COUNTY ~LA
. . R 8515 PG 2l
.. ! ..
STATE OF FLORIDA
COUNTY OF PINELLAS
Sworn to and subscribed before me this ~qah day of November, 1993, 1993,
by WALTER T. KRUMM and , President and Secretary of
ATRIUM AT CLEARWATER, INCORPORATED, A FLORIDA CORPORATION, on behalf of the
corporC\tion. They are personally known to or have produced
..Qn~<<-S \\C..et-lS...Q. as identif ation.
My Commission Expires: ~,\\\\'''"I1''",,1.
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INST # 93-37347~
DEC 27, 1993 4: 45W
PREPARED BY AND RETURN TO:
Emil G. pratesi, Esquire
Richards, Gilkey Law Firm
1253 Park street
CC"',LA"L1.L.-l.fOSJearwater, Florida 34616
If ., . ... "0
.'1-~.~c;~
PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 241
RIGHT OF FIRST REFUSAL
This Agreement made this a~ day of _'Vc>Vfj((';D-e<
, 19..f3,
____n__ by and between CITY OF CLEARWATER, FLORIDA, (hereinafter referred
--...--to as "city"), whose address is P. o. Box 4748, Clearwater, Florida
1.?.-~g 34618 and ATRIUM AT CLEARWATER LIMITED, a Florida limited
~partnerShiP, (hereinafter referred to as "Buyer"), whose address
is: in care of Walter Mackey, 1601 Forum Place, suite 80S, West
Palm Beach, Florida, 33401.
WHEREAS, city is the owner of that certain property described
in Exhibit "A"i and
WHEREAS, Buyer has or will have purchased the property
described in Exhibit "B" and City has agreed to grant Buyer a right
of first refusal to purchase the property'described in Exhibit "A"
on the terms and conditions hereof; and
WHEREAS, Buyer has obtained an Option to Purchase the property
described in Exhibit "C" attached hereto pursuant to that certain
option to Purchase dated of even date herewith by and between the
Buyer, as optionee and Community Redevelopment Agency of the City
of Clearwater, Florida, as optionor; and
WHEREAS, the parties wish to formalize their agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of $10.00 and other good and
valuable consideration the parties agree as follows:
1. The recitals contained herein are true and correct and
made a part hereof.
2. City hereby grants to Buyer the right to purchase the
property described in Exhibit "A" on the same terms and conditions
that City is willing to accept from a bona fide third party
purchaser.
3. Buyer understands and agrees that the Property described
in Exhibit "A" is subject to City'S Charter requirements that
mandate that it be declared surplus and must be sold to the party
1
~
KARLEEN F. DEBLAKER, C~
RECORD VERIFIED BY:
.
~ PINELLAS COUNTY FLA.
.,F.REC.BK 8515 PG 242
submitting the highest competitive bid at or above the appraised
value as determined by an' appraisal from one of the appraiser
listed on Exhibit "0".
4. In the event the property described in Exhibit "A" has
been declared surplus and City has advertized said property for
sale and has received a competitive third party bid at or above the
appraised value of the property, City shall furnish Buyer with a
copy of said bid and offer and Buyer shall have 10 days after
receipt of said offer to elect to match or exceed said bid and
offer and exercise this right of first refusal. In the event Buyer
so exercises this right of first refusal it shall serve written
notice on City and shall proceed on the same terms and conditions
as the third party bidder to close the purchase of the property
within 90 days of the notice. In the event Buyer fails to close
after Buyer has notified City of its election to proceed under this
right of first refusal, then this right shall terminate.
In the
event Buyer fails to exercise this option and City closes with the
third party bidder this right of first refusal shall terminate.
5. At such time as City ceases to use the property described
in Exhibit "A" as a police station or for any other public purpose
Buyer shall have the right to request that the City declare said
property surplus and that it be disposed of in accordance with the
terms of the City Charter in accordance with the price established
by an appraiser from the list attached as Exhibit "0".
6. Notwithstanding anything contained herein to the
contrary, Buyer's rights hereunder shall cease and terminate upon
Buyer's sale of the property described in Exhibit "B" or upon the
sale, transfer or conveyance of the general partner's interest in
the Buyer to an entity which is other than Walter T. Krumm Ventures
Incorporated, Atrium at Clearwater Incorporated or one of their ~
related entit~ies, whichever shall first occur.
7. In the event it becomes necessary to enforce this
Agreement by legal proceeding the prevailing party in any such
proceeding shall be entitled to recover all costs and expenses
including a reasonable attorney's fee.
2
e
411 PINELLAS COUNTY FLA,
OFF.REC.BK 8515 PG 243
8. Buyer shall have no right to assign its rights hereunder
without the prior written consent of City except to the general
partner of Buyer or except to an entity wherein Buyer or Walter T.
Krumm is a principal which entity shall not be an entity which may
claim tax-exempt status for the property described in Exhibit "A".
9. The Buyer shall be obligated for all costs and expenses,
including the cost of any appraisals required by this Agreement,
documentary stamps, title insurance and recording costs.
10. city represents and warrants that it has full power and
authority to enter into this Agreement and consummate any
transaction arising herefrom.
11. In the event Buyer exercises the option to purchase the
property described in Exhibit "C" and closes on said property, then
in that event, City shall grant to Buyer a non-exclusive easement
for ingress and egress in the form attached as Exhibit "E".
12. This Agreement is binding on and shall insure to the
benefit of the parties hereto, their successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement
this ~q}n day of Nov~~~(
, 1993.
Approved as to form and
Correctne
BY:
Michael J. Wrig
City Manager
. . . -.. , '. ~
Attest: ".~~:~>:i~:~F,<~:~<
. . oS"' f' "-:NA I.... d
~ ~ :<:.-./J:,..../':oO..
ict E." Goqd'e~U'141 ""_.
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ClerJ<"'_'..' 1/: 1 t 0" :.' ~ ;
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ATRIUM AT 6~E~~;~k ~~'~r-i'ITED, a
Florida limi t'e'd" partnership
ita Garvey
Mayor-Commission r
BY: ATRIUM AT CLEARWATER,
INCORPORATED, a Florida
corporation~'General
Partner \0'
BY: \~~~.
President)
STATE OF 1=\0 (IOC\.>
COUNTY OF -=\Ji (\Q.\Aa ,S
I HEREBY CERTIFY that on this day personally appeared before
3
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e
_ PINELLAS COUNTY FLA.
"OFF.REC.BK 8515 PG 244
me, an officer duly authorized to take acknowledgements, MICHAEL J.
WRIGHT, RITA GARVEY and CYNTHIA E. GOUDEAU, as City Manager, Mayor-
Commissioner and City Clerk, respectively of City of Clearwater, a
municipal corporation organized under the laws of ~~orida, who are
personally known to me or who have produced -11JtlJ
as identification, and they are the persons described in and who
executed the foregoing Right of First Refusal and they acknowledged
then and there before me that they executed the same as such office
on behalf of said City of Clearwater for the purposes therein
expressed; and that the said Right of First Refusal is the act and
deed of said City of Clearwater.
. . . d. rfJ,f:,
WITNESS my hand and offlclal seal thlS 4' day of
AlnlJPkY1.bf;r , 1993.
).-.; ~\\\""""IIIII.
l'~
. ...... ~
No'tary Public ~ ,"(j~':..I ON~...~
, . ~ · ~ .....P.y 2$ ~. ~
CommlSSlon No. ~ l$' ~'\F". '~ \'. ~
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My Commlsslon Exp"'=....~: -; ...... a> :..=
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;111. (,'1.. 5T~ \ lo- ~~
~"'I"'ft"'\~
STATE OF
COUNTY OF
~~I)(\6o..
, (\~Ua..~
I HEREBY CERTIFY that on this day personally appeared before
me, an officer duly authorized to take acknowledgements,
1JJ(l.\ter T. \<.flJmf{) , as President of Atrium at Clearwater,
Incorporated, as general partner of Atrium at Clearwater Limited,
a Florida limited Hartnersbip, who is personally known to me or who
has produced O.f\'IerS ~'C-et\.~-e as identification, and
he is the person described in and who executed the foregoing Right
of First Refusal and he acknowledged then and there before me that
he executed the same as such office on behalf of said partnership
for the purposes therein expressed; and that the said Right of
First Refusal is the act and deed of said partnership.
WITNESS my hand and official seal this ~q~day of
NOV~I\o€V , 1993.
n
[II L/
N me: La..u( CL ~ c) ++s
No'tary Public
Commission No. \\...,,,,
My commission Expires: ~~\"';..~G1Jf~""I/~
~~.'tJ...'V> .~""'" 8~-t~~~
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\clear\atrium\first.ref
4
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e
.. PINELLAS
.,FF.REC.BK 8~OVNTY FLA,
15 PG 245
Exhibit "A"
CLEARWATER POLICE STATION PROPERTY
All of Lots 4 through 11, inclusive, of Block 6,
Magnol;a Park Subdivision, according to the plat thereof
as recorded in Plat Book 1, Page 70, of the publ1c
records of Hillsborough County, Florida, of which
Pinellas County was formerly a part.
EXHIBIT
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e
... PINELLAS couNTY f~A.
"OFF.REC.BK 8515 PG 246
EXHIBIT "B"
PARCEL III:
Lots 1, 2, 3 and 4, Block "13" of GOULD AND EWINGS 1ST AND 2ND
ADDITION TO CLEARWATER - flARBOR, FLORIDA according to a map or
plat thereof recorded in Plat Book 1, Page 52 of the Public Records
of Hillsborough County, Florida of which Pinellas County was
formerly a part, less road right of way, together with that portion
of said Block "13" which was formerly an alley, running East and
West through said Block "13", also vacated railroad right of way
described as follows: Begin at Southeast corner of said Lot 2,
Block "13", run thence East, along the Northerly right of way
of Park Street, 60.18 feet thence Northerly along the Easterly
right of way line of said railroad right of way also the West
lines of Lots 7 & 0, Block "20" of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 229.0 feet more or less to the Southerly right of
way line of Cleveland Street; thence West, along the said right
of way line; 60.18 feet thence South along the Westerly right of way
line of said railroad right of way line also the Easterly line
of Lots 2 and 3, Block "13", of said GOULD AND EWINGS 1ST AND
2ND ADDITION, 220.9) feet more or less to the Point of Beginning.
All being in Section 16, Township 29 South, Range 15 East, pinellas
County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD
AND EWINGS 1ST AND 2ND ADDITION; thence along the Northerly right
of way of Park Street (Park Avenue - Plat) (A 60 foot right of way),
North 89 degrees 45'53" West, 110.22 feet to the Southwest corner
of Lot 1, Block 13 of said GOULD AND EWINGS 1ST AND 2ND ADDITION;
thence along the Eastern right of way of South Garden Avenue North
00 degrees 02'16" East 227.94 feet to the apparent Southerly right
of way line of Cleveland Street as it now exists; thence South
09 degrees 50'01" East 109.0J feet to the Easterly line of the
vacated S.C.L.R.C. right of way; thence South 04 degrees 42'26"
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 89 degrees 45'53" West, 60.18 feet to the Point of
Beginning.
SEE ATTACHED CONTINUATION SHEET. . .
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I PINELLAS COUNTY FLA.
U F.REC.BK 8515 PG 247
Exhibit I/B" page 2
PAGE TWO
LEGAL DESCRIPTION CONTINUED. . .
'KX;ETHER WITH all those volumes of air space situate in the City
ot Clearwater, Pinellas County, Florida, containing the third
and fourth floors of a parking garage structure and the ramp leading
from the second floor to the third floor thereof, as described
in Parcels I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA
PARK SUBDIVISION as recorded in Plat Book 1, Page 70, Public Records
of Hillsborough County, Florida of which pinellas County was
formerly a part, as a point of reference; thence North 09 degrees
45'53" West, along the Southerly right of way of Park Street (Park
Avenue - Plat) (A 60 foot right of way) 210.94 feet; thence South
00 degrees 14'07" 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 89 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
feet thence Nortll 09 degrees 45'53" West, 94.30 feet to point
"A" for convenience; thence North 09 degrees 45'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, having an elevation of 43.71 feet. The upper
limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic vertical Datum of 1929, Mean Sea
Level - 0.00.
PARCEL II:
Commence at the aforedescribed point "A" as a point of reference;
thence North 00 degrees 14'07" East, 104.21 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 00 degrees 14'07"
West 162.0 feet to the point of termination. 'J'he 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 tllird
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.
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~ PINELLAS COUNTY FLA.
~FF.REC.BK 8515 PG 248
I!:XIIIDI'l' "e"
r.nt's I, 2, ), 12, 13 and 14 and railroad right-oE-way lying westerly
of said Lots] and 14, all in Block "6", Ml\Q\lOLIA PAI'U< SUBDIVISION,
as recorded in Plat Book 1, Page 70 and Plat Bool< ), Page 4), of the
Publ ic necords of Pinellas County, Florida.
r.r~s AND EXCEPT 'I'IIE FOLT-OOIJ'oC:
- All thoae volumea of Id.r apAce aituAte in the City
of Claarwater, Pioellaa COunty, FloridA, contAining the third
And fourth floorft of A p~k:in9 gArAge struct,are And the rAmp leAding
from the aecond floor to the third floor thereof, AS described
in Parcela I And II AS follows:
p1\ncp.I. I:
COlllmence at the Northeaaterly corner of Lot 3, Block "6" MACNOLIA
p1\nK SunOIVISION AS recorded 1n Plat nook 1, Page 10, Public J1ecords
of lIilluhorough County, li'loridA of which Pinellas County wAa
former.ly a part, Aa A point of reference; thence North 09 degreea
'1!i'5J" Weat, along the So..,therly right of way of PArk Street (PArk
1\venlle - Plat) (1\ 60 foot right of way) 210.94 feet; thence South
00 c1ecjreea 14'07" Weal:, 15,00 teet to a point 01\ 'the fAce of a
preCntlt concrete wall, aaid point belng the point of beg.lnni.ng;
thence continue aloncj the face of aAid wall South 09 degreea 45'5)"
Eant, 109.21 feet; thence South 00 degreea 14'07" West, 206.42
feet thenee Nor.th 1I~ degreea 4S'!i:}" Weat, 94.:1flfcet to point
"1\" for convenience; thence North 09 deCJeeea 45'5)" Weat, 94.0)
fef~t to the interaec':ion of the face at tud.d pr.ecAst concrete
wall and the face of a mAaonry wall.; thence Noeth 00 degreea 14'07"
I;:ost, 206,42 feet to the point of beginning.
'J'he lowest lilllits of aald a 117 apace beIng the bottom of the auppoet
beams for. the third floor of the parking garage at the loweat
level of said beAma, havIng an elevation 01: 4).71 feet. 'l'he upper
limits of SAid air apAce being An eleVAtion of 64.21 feet elevAt10na
eefeeenced to NationAl Geodetic VertioAl DAtum of 1929, MeAn SeA
Level - 0.00.
P1\fiCEL II:
(~OIlIIllOIlC:.~ i\1: I:hn IlforclIloflt:,'ilwc! 1'11)1111: "1\" "II II poill!:. 0" n~fCl"cH\C:U;
1.110111:1: llol'Lh 00 dtHjrtHHJ 1"'0"/" I~iiut, 1U"'.21 tet1t to the point
of beqinninq of a 6J.00 toot strip being )1.50 feet on eaoh aide
of the followinq described line; thence South 00 degeees 14'07"
West 162.0 feet to the point of terminAtion. 'l'he lower limita
of said air space being an incl.lned plane along the hot tom of
the RllppOr.t beAlRs for the )7Amp leadJng from the aecond to third
f100r./I of the parking {JaraCJe. '1'he lower point oj: which ia the
point of beginning having An eleVAtion of 35.71 feet; the upper
point of which ia the Southerly boundAry thereof havinCj an eleVAtion
of 4).71 feet.
The uppee limits of said Air apAce being th~ lower limita of PArcel
No. I Above described.
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Jerry Fiala, MAl
Appraiaal Assoc. of Tampa Bay
1248 Rogers st., suite 1
Clearwater, Fl. 34616
PHOUE: 441-2880
James M. Millspaugh, MAl
James Millspaugh & Associates
1221 Turner street
Clearwater, Fl. 34616
PHONE: 4 6~-2 64 8
FAX: 442-8922
William H. Caldwell
Wra II. Caldwell & Associates
1428-0 Gult-to-Bay Boulevard
Clearwater, Fl. 34615
PHONE: 441-1527
FAX: 447-0935
EXHIBIT "0"
e
PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 249
APPRAISERS
Crockett & Associates
8910 N. Dale Mabry,
Suite 10
Tampa, Florida 33614-1580
PHONE: 933-5033
NlcholaG A. Clarlzio, MAl, SM
N. A. Clarizio & Associates, Inc.
1236 South Greenwood Avenue
Clearwater, Fl. 34616
PHONE: 443-0655
"
Corson Stroud' Herr, Inc.
P. O. Box 1600
St, Petersburg, Fl. 33731
PHONE: 822-1111
Warren Hunnicutt, Jr., CRE, MAl
Hunnicutt-Arnold, Inc.
Feather Sound' Corporate Centur II
Two Corporate Centor Dr., suite 600
Clearwater, Fl. 34622-5552
PHONE: 573-1137
FAX: 5"13-1327 .
James P. Koelsch, MAl
Valuation Services, Inc.
6414 1st Avenue South
St. Petersburg, Fl. 33710
PHONE: 345-0731
H. Linwood Gilbert, MAl
Gilbert &Associates, Inc.
P. O. Box 1551
St. Petersburg, Fl. 33731-1551
PHONE: 528-0339
Michael o. Candler, MAl, SnA &
Mark G. Sawyer, MAl, SRA
Candler-Sawyer' ASGoc1ate9, Inc,
1034 16th Street North
st. Petersburg, Fl. )3105
PHONE: 894-5414
FAX: 822-5230
vp: appraise~ewb
R. H. Beck' Associates
800 N. Magnolia Av., IJOO
Orlando, Fl. 32803
stephen J. Jamir, .MAI
Ja~lr , Associates, Inc.
4302 Henderson Blvd.
Suite 100
Tampa, Fl. JJ629
PHONE: 254-6446'
James L. Parham, MAI,SREA
James. L. Parham Co.
270 1st Av. So. Suite 201
st. Petersburg, Fl. 3J701
PHONE: 895-7325 -4306
FAX: 822-7325
will iaili v. \tood, laI.
Appraisal , Market Recearch
Analytic Services, Inc.
500 N. Reo street" suite 300
P. O. Box 24357
Tampa, Fl. 33623
PHOHE: 287-5021
FAX: 784-6639
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4ItPINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 250
Exhibi t "E"
Prepared by and Return to:
EMIL G. PRATESI, ESQUIRE
Richards, Gilkey, Fite,
Slaughter, pratesi & Ward, P.A.
1253 Park Street
Clearwater, Florida 34616
EASEMENT AGREEMENT
This Agreement made this ____ day of , 1993 by
and between CITY OF CLEARWATER, a Florida municipal corporation,
whose mailing address is P.O. Box 4748, Clearwater, Florida 34618-
4748, hereinafter referred to as City and COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER, whose mailing address is P.O. Box
4748, Clearwater, Florida 34618-4748, hereinafter referred to as
CRA.
WIT N E SSE T H
WHEREAS City is the owner of that certain property described
in Exhibit "A" commonly known as the Police station Property and,
WHEREAS the property described in Exhibit "A" contains various
roadways and driveways,
WHEREAS CRA is the owner of the property described in Exhibit
"B" commonly known as the First Two Floors of the Park Street
Garage and surrounding parking spaces and,
WHEREAS CRA has entered into that certain Option to Purchase
the property described in Exhibit "B" with Atrium At Clearwater
Limited, a Florida limited partnership ("Atrium"), for the property
described in Exhibit "A" and,
WHEREAS the Parties wish to insure ingress and egress over,
along and across those dri veways and roadways located on the
property described in Exhibit UoBI' "A".
NOW THEREFORE, in consideration of $10.00 and other good and
valuable consideration the Parties agree as follows:
1. The recitals contained herein are true and
correct and made a part hereof.
2. If Atrium exercises its option to purchase and
acquires the property described in Exhibit "B"
and the City has not relocated the police
station from the property described in Exhibit
"A", then in that event, city shall retain and
reserve for itself, its successors and
assigns, for a period of two (2) years
commencing after Atrium acquires title to the
property described in Exhibit "B", or until
the property described in Exhibit "A" is no
longer used as a police station by the City,
an easement to use those parking spaces
located on the property described in Exhibit
"C" not within the first and second floors of
the parking garage including the right to
maintain and repair.
3. In the event Atrium has exercised its option
to purchase the property described in Exhibit
"B" and has acquired title to the same and
City has ceased to use the property described
in Exhibit "A" as a police station, then in
that event, Atrium shall be entitled to
utilize exclusively the property described in
Exhibit "C" without any right to use the
parking spaces located on the same being
retained by City or CRA.
4. City hereby grants to CRA and its successors
ExhibitE page 2
e. PINELLAS COUNTY FLA
FF.REC.BK 8515 PG 251
e
and assigns a non-exclusive easement over,
along and across those roadways and driveways
located on the property described in Exhibit
"A" to provide ingress and egress to those
parking spaces located on the property
described in Exhibit "C" located outside the
parking garage itself. It is understood and
agreed that Atrium's rights under this
Paragraph 4 shall only arise after Atrium
acquires title to the property described in
Exhibit "B" and two years has expired or City
has ceased to use the property described in
Exhibit "A" as a police station, whichever
shall first occur.
5. Each owner of the respective properties
subject to this Agreement shall be responsible
for the maintenance of the respective
properties during the period that such party
owns fee title to the respective property.
6. This Agreement is binding on the parties
hereto, their successors and assigns and shall
run with the property described herein.
IN WITNESS WHEREOF the Parties have executed this Easement the
day and year first above written.
Signed, sealed and delivered
in the presence of:
CITY OF CLEARWATER, a
Florida municipal
corporation
Print name of witness
By:
RITA GARVEY,
Mayor-Commissioner
By:
MICHAEL J. WRIGHT,
city Manager
Print name of witness
By:
CYNTHIA E. GOUDEAU,
City Clerk
Approved as to form and
correctness:
M.A. Galbraith, Jr.,
City Attorney
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF
CLEARWATER
Print name of witness
By:
ARTHUR X. DEEGAN, II,
Chairperson
Print name of witness
By:
PETER F. GOZZA,
Executive Director
By:
JACQUELYN DE GRAY,
Secretary
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PINELLAS COUNTY FLA.
OFF.REC.BK 8515 PG 252
Exhibit "E" page 3
JOINDER
FOR VALUE RECEIVED, the
execution of this Agreement and
agrees to be bound by the
undersigned.
undersigned hereby )ol.ns in the
agrees and consents to the same and
terms hereof applicable to the
IN WITNESS WHEREOF the undersigned has executed this joinder
this day of , 1993.
Signed, Sealed and
Delivered in the presence
of:
ATRIUM AT CLEARWATER LIMITED,
a F lor ida 1 imi ted partnership
Print name of witness
By: ATRIUM AT CLEARWATER
INCORPORATED, a
Florida corporation,
General Partner
Print name of witness
By:
WALTER T. KRUMM,
President
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this day personally appeared before
me an officer duly authorized to take acknowledgments, RITA GARVEY,
Mayor Commissioner, MICHAEL J. WRIGHT, City Manager and CYNTHIA E.
GOUDEAU, City Clerk of CITY OF CLEARWATER, a Florida municipal
corporation who are personally known to me or who produced
as identification and they are
the persons described in and who executed the foregoing Easement
Agreement and they acknowledged then and there before me that they
executed the same as such Officers on behalf of said municipal
corporation for the purposes therein expressed; and that the said
Easement Agreement is the act and deed of said municipal
corporation.
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
Commission No.:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this day personally appeared before
me an officer duly authorized to take acknowledgments, ARTHUR X.
DEEGAN, II, Chairperson, PETER F. GOZZA, Executive Director, and
JACQUELYN DE GRAY, Secretary of COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER who are personally known to me or who
produced as
identification and they are the persons described in and who
executed the foregoing Easement Agreement and they acknowledged
then and there before me that they executed the same as such
officers on behalf of said agency for the purposes therein
expressed; and that the said Easement Agreement is the act and deed
of said agency.
e
PINELLAS COUNTY FLA.
4IrF.REC.BK 8515 PG 253
Exhibit "E" page 4
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
Commission No.:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this day personally appeared before
me an officer duly authorized to take acknowledgments, WALTER T.
KRUMM, as President of ATRIUM AT CLEARWATER INCORPORATED, a Florida
corporation, General Partner of ATRIUM AT CLEARWATER LIMITED, a
Florida limited partnership who is personally known to me or who
produced as
identification and he is the person described in and who executed
the foregoing Joinder and he acknowledged then and there before me
that he executed the same as such officer on behalf of said
corporation as general partner for the purposes therein expressed;
and that the said Joinder is the act and deed of said corporation
as general partner.
WITNESS my hand and official seal this
, 1993.
day of
Name:
Notary Public
Commission No.:
My Commission Expires:
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PINELLAS COUNTY FLA
OFF.REC.BK 8515 PG 254
Exhibit "E" page 5
Exhibi t II A"
, ,.
CLEARWATER POLICE STATION PROPERTY
All of lots 4 through 11, inclusive, of Block 6,
Magnolia Park Subdivision, according to the plat thereof
as recorded in Plat Book I. Page 70, of the publ1c
records of H11lsborough County, florida, of which
P1nellas County was formerly a part.
EXUIO IT
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Exhibit "E" page 6
PINELLAS COUNTY FLA.
4IPFF.REC.BK 8515 PG 255
Exhibit "B"
Lots 1, 2, 3, 12, 13 and 14 and railroad right-of-way lyi.ng westerly
of said Lots 1 and 14, all in Block "6", MAGNOLIA PARK SUBDIVISIOO,
as recorded in Plat Book 1, Page 70 and Plat Book 3, Page 43, of the
Public Records of Pinellas County, Florida.
LESS AND EXCEPr 'flIE FOLUMI~:
all those volumes of 4ir space situate in the City
of Clearwater, Pinellas County, Florida, containing the third
and fourth floors of a p&bking garage structure and the ramp leading
from the second floor to the third floor thereof, as described
in Parcels I and II as follows:
P1\JlCP.L I:
Conunence at the Northeasterly corner of Lot 3, Block "6" Ml\CNOLIA
P1\fiK SUBDIVISION as recorded in Plat Dook 1, Page 70, Public Records
of lIillsborough County, Florida of which Pinellas County was
formerly a part, as a point of reference; thence North 09 degrees
45'5J" West, along the Southerly rigl\t of way of Park Street (Park
1\venue - Plat) (1\ 60 foot right of way) 210.94 feet; thence South
00 decjrees }I1'07" 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 tl\e face of said wall South 09 degrees 45'53"
East, 109.21 feet; thence South 00 degrees 14'07" West, 206.42
(ect thence Noeth n9 degrees 45'5)" Weat, 9".30 feet to point
"1\" for convenience; thence Noetl\ 09 degrees "5'53" West, 94.03
feet to the intersection of the face of said precast concrete
wall and the face of a masonry wall; thence North 00 degrees 14'07"
East, 206.42 feet to the point of beginning.
'l'he lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest
level of said beams, I\aving 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.
P1\JlCIU. I I:
CnllllllllllC'P il\'. \'.ho II ffl.-ncll!,u!,'i IIfHI pl.dlll. "^" "" H poi,,\'. of "u/'u"Il'\I!Il;
UWIlCll N01'Lh 00 dtHJreeu 14'0"" I~i.lut, 104.21 feet to the point
of beginning of a 63.00 foot strip being 31.50 feet on eacl\ side
of the following described line; thence South 00 degrees 14'07"
West Hi2. 0 feet to the point of termination. 'l'he lower limits
of said air space being an inclined plane along the bottom of
the fJllpport beams for the ramp leading from the second to third
f loora of the parking 'Jarage. 'rhe 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.
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PINELLAS COUNTY FLA.
4IJF.REC.BK 8515 PG 256
, .
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Exhibi t "E" ~ge 7
EXHI8J<f "C"
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 10 and Plat Book 3,
Page 43, of the Public Records of Pinellas County, Florida.
LESS
All those certain parking spaces and volumes of air space located
within and above the parking garage located thereon.
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