ATRIUM AT CLEARWATER LIMITED (2)
SELLER:
. CLOSING TRANSCRIPT .
a. City of Clearwater, Florida (25-space Parcel)
b. Community Redevelopment Agency of the City of Clearwater (Garage Parcel)
BUYER:
DATE:
Atrium at Clearwater, Limited
July 31, 1997
Property:
a. 25-space Parcel
b. Garage Parcel - Remainder of Park Street Garage (i.e., bottom two floors)
1. Settlement Agreement
2. General Releases
a. from Atrium to CRA
b. from Atrium to City
3. General Releases
a. from City to Atrium
b. from CRA to Atrium
4. Closing Statements
5. Special Warranty Deeds
a. City to Atrium
b. CRA to Atrium
6. Easement Agreement (from CRA to Atrium across 31-space Parcel)
7. Agreement (releasing obligations of misc. documents)
8. General Assignment (from CRA to Atrium re: parking licenses)
9. Lot Partition Agreement (re 31-space Parcel and Garage Parcel)
10. Bill of Sale (garage equipment)
11. Mortgage Spreader Loan Number D-751353
12. Affidavit of No Liens
a. City
b. CRA
c. Atrium
13. Non-Foreign Affidavits
a. City
b. CRA
14. Partnership Resolution
15. Partnership and Corporate status printouts
16. Surveys
a. 25-space Parcel
b. Garage parcel (31-space Parcel also shown)
17. Owner's Title Insurance Policy
SELLER:
BUYER:
DATE:
Property:
. DISTRIBUTION OF DOCUMEI
a. City of Clearwater, Florida (25-space Parcel)
b. Community Redevelopment Agency of the City of Clearwater (Garage Parcel)
Atrium at Clearwater, Limited
July 31, 1997
a. 25-space Parcel
b. Garage parcel - Remainder of Park Street Garage (Le., bottom two floors)
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1 Original to Hill, Ward & Henderson as counsel for Principal Mutual.
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IN THE CIRCUIT COURT OF THE SIXTH JUDICIAL CIRCUIT
IN AND FOR PINELLAS COUNTY, FLORIDA
CIVIL DIVISION
)
ATRIUM AT CLEARWATER, LTD., a
Florida Limited Partnership, by
and through A TRIUM AT CLEARWATER,
INC., General Partner,
Plaintiff,
vs.
Case No. 95-003550-CI-021
THE CITY OF CLEARWATER, FLORIDA
a body politic and a political
subdivision of the State of Florida,
and
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER,
a body politic and a political
subdivision of the State of Florida
and the CITY OF CLEARWATER, Florida,
Defendants.
/
SETTLEMENT AGREEMENT
This Settlement Agreement is made and entered into effective as of ~16 ,;{'f , 1997,
by and among the City of Clearwater, Florida (the "City"), the Community Redevelopment
Agency of the City of Clearwater, Florida (the "CRA"), and Atrium at Clearwater, Ltd., a Florida
limited partnership (the "Atrium").
RECITALS
WHEREAS, the City, the CRA, and the Atrium entered into that certain Sale-Purchase
Agreement dated October 29, 1993 (the "Sale-Purchase Agreement"), together with that certain
Addendum to Sale-Purchase Agreement, also dated October 29, 1993 (the "Addendum"); and
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WHEREAS, the CRA and the Atrium entered into a separate agreement entitled Option
to Purchase, dated November 29, 1993. (the "Option"), in which the City joined; and
WHEREAS, the City and the Atrium entered into a separate agreement entitled Right of
First Refusal, dated November 29, 1993 (the "Right of First Refusal"); and
WHEREAS, pursuant to the Option, the Atrium had the right to purchase certain real
property described in Exhibit "A" to the Option; and
WHEREAS, the Atrium sought to exercise its rights under the Option, which resulted in
a good-faith dispute between the Atrium, the CRA, and the City regarding the respective rights,
duties and obligations of the parties under the Option; and
WHEREAS, the dispute ultimately resulted in the filing of the above-styled lawsuit;
WHEREAS, to avoid the risk, cost, and uncertainty of prolonged litigation, the parties
in the above-styled lawsuit, which are the same parties to this Agreement, have agreed to settle
their differences upon the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, and for other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties agree as follows:
AGREEMENT
1. The above recitals are true and correct and are incorporated herein by this
reference.
2. Paragraphs 5 and 6 of the Option describe the process by which the purchase price
for the property would be determined. CRA and the Atrium have mutually agreed to set a
purchase price of Five Hundred Thousand Dollars ($500,000.00) for the property to be conveyed
pursuant to the Option, as modified herein. Four Hundred Fifty Thousand Dollars ($450,000.00)
shall be attributable to the Garage Parcel (as hereafter defined) and Fifty Thousand Dollars
($50,000.00) shall be attributable to the 25-space Parcel (as hereafter defined).
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3. Upon executing the Option, the Atrium paid to the CRA $50,000.00. At Closing
(as defined hereafter), the Atrium shall receive a credit for the $50,000.00 it previously paid,
leaving a balance due of $450,000.00 (subject to other adjustments and prorations as set forth
herein and in the Option).
4. At Closing, CRA shall convey to the Atrium, by special warranty deed, a portion
of the property described in Exhibit "A" to the Option. As reflected in the sketch attached hereto
as Exhibit "A," it is the intent of the parties that CRA will convey that portion of the parking
garage (including the bottom two floors) not previously conveyed to the Atrium; provided,
however, that the CRA will not be obligated to convey the real property upon which is located
approximately 31 surface parking spaces. With respect to the property described on Exhibit "A"
to the Option, the City and/or the CRA shall procure, at its sole cost and expense, a survey that
identifies, by way of separate legal description, the property identified on Exhibit "A" attached
hereto as the "Garage Parcel" and the property upon which the 31 surface parking spaces are
located and which is identified on Exhibit "A" as the "31-space ParceL" The survey as to the
Garage Parcel shall be sufficient so as to allow the title company to delete the survey exception
for the title insurance policy for said parcel. Said survey shall be certified to City, the CRA, the
Atrium, FATIC, and TZBZU, and shall be delivered to the Atrium at least five (5) days prior to
Closing. The legal descriptions for the deeds shall be taken from the survey.
5. In addition to the above conveyance, and as a swap for the 31-space Parcel, the
City shall convey to the Atrium the real property shown on Exhibit "A" which contains
approximately 25 surface parking spaces (the "25-space Parcel"). This conveyance shall be by
special warranty deed and the Atrium shall not be required to pay any additional compensation
for said property above and beyond the purchase price set forth above.
6. a. Consistent with paragraph 8 of the Option, the special warranty deeds from
the CRA and the City shall be free and clear of all liens and encumbrances except easements and
restrictions of record and taxes for the year of Closing. The CRA and the City shall furnish title
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survey shall be certified to the same parties identified in paragraph 4 above and shall be delivered
to TZBZU at least five (5) days before Closing. The legal description for the deed shall be taken
from the survey.
7. With respect to the Garage Parcel, the parties acknowledge that there is located
thereon certain equipment used in the operation of the property as a parking garage. Atrium has
reviewed and inspected such equipment to determine what portion of the equipment Atrium
believes is necessary for the continued operation of the property as a parking garage facility.
Atrium has determined that all of the equipment, except for the cash register, will be needed.
It is therefore agreed that all of the equipment currently located on the Garage Property and used
in connection with the operation of the property as a parking garage (excluding cash register)
shall remain on and with the Garage Property at Closing.
8. With respect to the Garage Parcel, the parties acknowledge that the City has
entered into short-term leases with various persons for the use of the parking garage (the "Parking
Leases"). In addition, the City currently is using the garage for its own use. Therefore, the
parties agree as follows:
a. The City represents that there are approximately sixty-one (61) Parking
Leases, all of which are assignable and all of which are cancelable upon thirty (30) days written
notice. Upon execution hereof, the City will not enter into any additional leases for parking
without the Atrium's consent. At least five (5) days before Closing, the City shall provide to
Atrium a list of all Parking Leases. At Closing, the City shall assign its rights under the Parking
Leases to the Atrium and shall deliver to Atrium any and all monthly access card deposits.
Income generated from the Parking Leases shall be prorated at Closing.
b. Atrium agrees to allow up to sixty (60) City vehicles to use the parking
garage, without cost, from the date of the actual Closing until September 30, 1997. Thereafter,
Atrium agrees to provide the City with spaces, to the extent and so long as spaces are available,
at a cost, per vehicle, not to exceed thirty-seven dollars and fifty cents ($37.50) per month.
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9. The Atrium hereby forever waives the requirement set forth in paragraph 9 of the
Option that CRA provide purchase money financing. Instead, consistent with paragraph II of
the Option, the Atrium's payment shall be in cash, wire transfer, or certified funds.
10. Consistent with paragraph 13 of the Option, real estate taxes and assessments shall
be prorated as of the date of Closing.
11. The Atrium further waives and forever releases the City and the CRA from any
obligation contained in paragraph 9 of the Addendum. Neither the CRA nor the City shall have
any commitment to spend money for improvements to the area south of Cleveland Street or to
any other portion of the CRA district or the City.
12. A closing (the "Closing") shall take place to consummate the above-referenced real
estate transactions on or about July 30, 1997. The Closing shall take place at the Clearwater
office of Tew, Zinober, Barnes, Zimmet & Unice. In addition to the standard real estate
documents required to be signed at Closing (i.e., special warranty deeds, no lien affidavits,
closing statements, etc.), the Atrium shall execute and deliver to the City and the CRA general
releases in favor of both the City and the CRA, and the City and the CRA shall execute and
deliver to the Atrium general releases in favor of the Atrium. The general releases shall be in
the forms attached hereto as Exhibit "B" and Exhibit "C," respectively.
13. Also at Closing, the parties hereto shall deliver to Tew, Zinober, Barnes, Zimmet
& Unice a joint stipulation of dismissal with prejudice in the form attached hereto as Exhibit "D."
Tew, Zinober, Barnes, Zimmet & Unice shall, immediately upon closing, file the original in the
Court file.
14. With respect to the Right of First Refusal, the City and the Atrium mutually
acknowledge that it remains valid and enforceable in accordance with its terms. The Atrium
specifically acknowledges that the police station located on the property as of the date of the
Right of First Refusal has been razed and that the parking garage that is being built or which has
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been built in its place constitutes a "public purpose" (for purposes of paragraph 5 of the Right
of First Refusal) so long as said garage is owned, used or operated by the City.
15. With respect to the 25-space Parcel, the parties acknowledge that said parcel has
been used by the City for public parking. As a result, there are a number of parking meters
located on the property. At least ten (10) days prior to Closing, the Atrium shall provide written
notice to the City whether it desires to have the City (i) cut the poles off at ground level and cap
off the holes or, alternatively, (ii) remove the meter heads from the poles and leave the poles
standing. In the absence of written notice, the City shall simply remove the meter heads and
leave the poles. Regardless of which option the Atrium chooses, the work shall be done by the
City at the City's sole cost and expense.
16. Unless specifically modified by this Settlement Agreement, the terms of the
Option, the Sale-Purchase Agreement, and the Addendum thereto shall continue to govern, as
applicable.
17. By entering into this Settlement Agreement, no party admits any liability or
wrongdoing. Each party hereto agrees to bear all costs and expenses associated with the dispute
and litigation including, but not limited to, attorneys' fees, deposition costs, expert fees and costs,
consulting fees and costs, travel expenses, and any and all other expenses associated with this
matter. Except as specifically provided below, no party shall have the right to seek recovery or
reimbursement of any such costs from any other party hereto.
18. Each party hereto hereby waives all claims previously asserted in the above-styled
litigation and agree that the terms of this Settlement Agreement now govern. In the event that
it becomes necessary for any party hereto to enforce the terms of the Settlement Agreement, such
party, if successful, shall be entitled to reimbursement of reasonable attorneys' fees and costs
associated with the bringing of the enforcement action.
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19. The parties hereto agree to cooperate with each other before, during and after
Closing to accomplish the terms of this Settlement Agreement and the intent of the parties, as
contained herein.
20. Obligations of any party hereto that are clearly intended to take place after Closing
shall survive Closing.
WHEREFORE, the parties have set their hands and seals hereto effective as of the date
set forth above.
ATRIUM AT CLEARWATER, LTD., a
Florida limited partnership
By: ATRIUM AT CLEARWATER,
INC., as general partner
By:
Its:
Countersigned:
CITY OF CLEARWATER, FLORIDA
ByJ\.
MichaelJ. Roberto
City Manager.' '0, '. "
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Attest:
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Approved as to form and
11", ft,J;, ~y
Pamela K. In
City Attorney
.. Attest:
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF
CLEARWATER, FLORIDA
j{~.~~.~ ,
Karen Seel~ Vice Chair
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GENERAL RELEASE
(From the Atrium in favor of the City)
KNOW ALL MEN BY THESE PRESENTS THAT:
ATRIUM AT
CLEARW A TER, L TD., a Floridalimited partnership, by and through Atrium at Clearwater,
Inc., its general partner (hereinafter, the "Atrium"), for and in consideration of the sum of Ten
($10.00) Dollars and other valuable consideration, received from or on behalf of CITY OF
CLEARW ATER, FLORIDA, or its officers, agents, or representatives (hereinafter, the "City"),
the receipt and sufficiency of which is hereby acknowledged;
DOES HEREBY remise, release, acquit, satisfy, and forever discharge the City,
individually and collectively, jointly and severally, and including any of its agents, officers,
partners, employees or representatives, including sureties, and any of their parent or subsidiary
companies or affiliated business entities, of and from all, and all manner of, action and actions,
cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, liens (mechanics', equitable, or otherwise), contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions, claims and
demands whatsoever, in law or in equity, which the Atrium ever had, now has, or which any
personal representative, successor, heir or assignee of the Atrium hereafter can, shall, or may
have, against the City, for, upon, or by reason of that certain Sale-Purchase Agreement dated
October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also dated October 17,
1993, and that certain Option to Purchase [Agreement] dated November 29, 1993, all by and
among the City, the Atrium, and the Community Redevelopment Agency of the City of
Clearwater, together with the claims set forth in that certain lawsuit styled as follows: Atrium
at Clearwater. Ltd.. a Florida Limited Partnership. by and through Atrium at Clearwater. Inc..
General Partner. Plaintiff. vs. The City of Clearwater. Florida. a body politic and a political
subdivision of the State of Florida. and Community Redevelopment Agency of the City of
Clearwater. a body politic and a political subdivision of the State of Florida and the City of
Canposite
Exhibi t"B II
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Clearwater. Florida. Defendants, Case No. 95-003550-CI-021, Circuit Court in and for Pinellas
County, Florida.
IN WITNESS WHEREOF, we have hereunto set our hands and seals effective
this _ day of
, 1997.
Signed, sealed and delivered
in the presence of:
ATRIUM AT CLEARWATER, LTD., a
Florida limited partnership
Signature of Witness #1
By: ATRIUM AT CLEARWATER, INC.
as general partner
Typed or printed name of Witness #1
By:
Its:
Signature of Witness #2
Typed or printed name of Witness #2
#97469
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GENERAL RELEASE
(From the Atrium in favor of the CRA)
KNOW ALL MEN BY THESE PRESENTS THAT:
ATRIUM AT
CLEARWATER, LTD., a Florida limited partnership, by and through Atrium at Clearwater,
Inc., its general partner (hereinafter, the "Atrium"), for and in consideration of the sum of Ten
($10.00) Dollars and other valuable consideration, received from or on behalf of COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER FLORIDA, or its officers,
agents, or representatives (hereinafter, the "CRA"), the receipt and sufficiency of which is
hereby acknowledged;
DOES HEREBY remise, release, acquit, satisfy, and forever discharge the CRA,
individually and collectively, jointly and severally, and including any of its agents, officers,
partners, employees or representatives, including sureties, and any of their parent or subsidiary
companies or affiliated business entities, of and from all, and all manner of, action and actions,
cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, liens (mechanics', equitable, or otherwise), contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions, claims and
demands whatsoever, in law or in equity, which the Atrium ever had, now has, or which any
personal representative, successor, heir or assignee of the Atrium hereafter can, shall, or may
have, against the CRA, for, upon, or by reason of that certain Sale-Purchase Agreement dated
October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also dated October 17,
1993, and that certain Option to Purchase [Agreement] dated November 29, 1993, all by and
among the Atrium, the CRA, and the City of Clearwater, together with the claims set forth in
that certain lawsuit styled as follows: Atrium at Clearwater. Ltd.. a Florida Limited
Partnership. by and through Atrium at Clearwater. Inc.. General Partner. Plaintiff. vs. The City
of Clearwater. Florida. a body politic and a political subdivision of the State of Florida. and
Community Redevelopment Agency of the City of Clearwater. a body politic and a political
CaTposite
Exhibit "B"
,.,r
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subdivision of the State of Florida and the City of Clearwater. Florida. Defendants, Case No.
95-003550-CI -021, Circuit Court in and for Pinellas County, Florida.
IN WITNESS WHEREOF, we have hereunto set our hands and seals effective
this _ day of
, 1997.
Signed, sealed and delivered
in the presence of:
ATRIUM AT CLEARWATER, LTD., a
Florida limited partnership
Signature of Witness #1
By: ATRIUM AT CLEARWATER, INC.
as general partner
Typed or printed name of Witness #1
By:
Its:
Signature of Witness #2
Typed or printed name of Witness #2
#97468
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GENERAL RELEASE
(From the City in favor of the Atrium)
KNOW ALL MEN BY THESE PRESENTS THAT: CITY OF CLEARWATER,
FLORIDA (hereinafter, the "City"), for and in consideration of the sum ofTen ($10.00) Dollars
and other valuable consideration, received from or on behalf of ATRIUM AT CLEARW A TER,
LTD., a Florida limited partnership, or its officers, agents, or representatives (hereinafter, the
"Atrium"), the receipt and sufficiency of which is hereby acknowledged;
DOES HEREBY remise, release, acquit, satisfy, and forever discharge the
Atrium, individually and collectively, jointly and severally, and including any of its agents,
officers, partners, employees or representatives, including sureties, and any of their parent or
subsidiary companies or affiliated business entities, of and from all, and all manner of, action
and actions, cause and causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, liens (mechanics', equitable, or otherwise),
contracts, controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, which the City ever had, now
has, or which any personal representative, successor, heir or assignee of the City hereafter can,
shall, or may have, against the Atrium, for, upon, or by reason of that certain Sale-Purchase
Agreement dated October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also
dated October 17, 1993, and that certain Option to Purchase [Agreement] dated November 29,
1993, all by and among the City, the Atrium, and the Community Redevelopment Agency of
the City of Clearwater, together with the claims set forth in that certain lawsuit styled as
follows: Atrium at Clearwater. Ltd.. a Florida Limited Partnership. by and through Atrium
at Clearwater. Inc.. General Partner. Plaintiff. vs. The City of Clearwater. Florida. a body
politic and a political subdivision of the State of Florida. and Community Redevelopment
Agency of the City of Clearwater. a body politic and a political subdivision of the State of
Florida and the City of Clearwater. Florida. Defendants, Case No. 95-003550-CI-021, Circuit
Court in and for Pinellas County, Florida.
CallpOsite
Exhibit "C"
.
.
this _ day of
IN WITNESS WHEREOF, we have hereunto set our hands and seals effective
, 1997.
Countersigned:
Approved as to form and
legal sufficiency:
Pamela K. Akin
City Attorney
#97471
CITY OF CLEARWATER, FLORIDA
By:
Attest:
Michael J. Roberto
City Manager
Cynthia E. Goudeau
City Clerk
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GENERAL RELEASE
(From the CRA in favor of the Atrium)
KNOW ALL MEN BY THESE PRESENTS THAT:
COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER FLORIDA (hereinafter,
the "CRA "), for and in consideration of the sum of Ten ($10.00) Dollars and other valuable
consideration, received from or on behalf of ATRIUM AT CLEARWATER, LTD., a Florida
limited partnership, or its officers, agents, or representatives (hereinafter, the "Atrium"), the
receipt and sufficiency of which is hereby acknowledged;
DOES HEREBY remise, release, acquit, satisfy, and forever discharge the
Atrium, individually and collectively, jointly and severally, and including any of its agents,
officers, partners, employees or representatives, including sureties, and any of their parent or
subsidiary companies or affiliated business entities, of and from all, and all manner of, action
and actions, cause and causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, liens (mechanics', equitable, or otherwise),
contracts, controversies, agreements, promises, variances, trespasses, damages, j1.Jdgments,
executions, claims and demands whatsoever, in law or in equity, which the CRA ever had, now
has, or which any personal representative, successor, heir or assignee of the CRA hereafter can,
shall, or may have, against the Atrium, for, upon, or by reason of that certain Sale-Purchase
Agreement dated October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also
dated October 17, 1993, and that certain Option to Purchase [Agreement] dated November 29,
1993, all by and among the Atrium, the CRA, and the City of Clearwater, together with the
claims set forth in that certain lawsuit styled as follows: Atrium at Clearwater. Ltd.. a Florida
Limited Partnership. by and through Atrium at Clearwater. Inc.. General Partner. Plaintiff. vs.
The City of Clearwater. Florida. a body politic and a political subdivision of the State of
Florida. and Community Redevelopment Agency of the City of Clearwater. a body politic and
a political subdivision of the State of Florida and the City of Clearwater. Florida. Defendants,
Case No. 95-003550-CI-021, Circuit Court in and for Pinellas County, Florida.
Carposite
Exhibit "c"
.
.
IN WITNESS WHEREOF, we have hereunto set our hands and seals effective
this _ day of
, 1997.
Signed, sealed and delivered
in the presence of:
Community Redevelopment Agency
of the City of Clearwater, Florida
By:
(Print name of witness)
Attest:
Cynthia E. Goudeau, City Clerk
Approved as to form:
(Print name of witness)
Pamela K. Akin, City Attorney
#97472
-2-
, I,
.
.
IN THE CIRCUIT COURT OF THE SIXTH JUDICIAL CIRCUIT
IN AND FOR PINELLAS COUNTY, FLORIDA
CIVIL DIVISION
ATRIUM AT CLEARWATER, LTD., a
Florida Limited Partnership, by
and through ATRIUM AT CLEARWATER,
INC., General Partner,
Plaintiff,
vs.
Case No. 95-003550-CI-021
THE CITY OF CLEARWATER, FLORIDA
a body politic and a political
subdivision of the State of Florida,
and
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER,
a' body politic and a political
subdivision of the State of Florida
and the CITY OF CLEARWATER, Florida,
Defendants.
/
JOINT STIPULATION FOR DISMISSAL WITH PREJUDICE
Plaintiff, Atrium at Clearwater, Ltd., a Florida limited partnership, by and through Atrium
at Clearwater, Inc., General Partner, and defendants, The City of Clearwater, Florida, and
Community Redevelopment Agency of the City of Clearwater, all by and through their respective
undersigned attorneys, hereby stipulate and agree to the dismissal of all claims or requests for
relief asserted herein, with prejudice, each party to bear their own cost and expenses, including
attorneys' fees, with regard thereto. The parties further stipulate and agree to entry of an order
of dismissal by the court pursuant to this Stipulation.
Kerry A. Greenwald, Fla. Bar #629065
Greenwald, Ventry & Associates
Sanctuary Centre, Suite 307-B
4800 N. Federal Highway
Boca Raton, FL 33431
Telephone: (407) 395-0200
Attorneys for Plaintiff
Dated:
Fredric S. Zinober, SPN #211805
Robert L. Barnes, Jr., #693883
Tew, Zinober, Barnes, Zimmet & Unice
2655 McCormick Drive
Clearwater, FL 34619
Telephone: (813) 799-2882
Attorneys for Defendants
Dated:
ec:rrposite
Exhibit "D"
l ")..
.
.
IN THE CIRCUIT COURT OF THE SIXTH JUDICIAL CIRCUIT
IN AND FOR PINELLAS COUNTY, FLORIDA
CIVIL DIVISION
ATRIUM AT CLEARWATER, LTD., a
Florida Limited Partnership, by
and through ATRIUM AT CLEAR WATER,
INC., General Partner,
Plaintiff,
vs.
Case No. 95-003550-CI-021
THE CITY OF CLEARWATER, FLORIDA
a body politic and a political
subdivision of the State of Florida,
and
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER,
a body politic and a political
subdivision of the State of Florida
and the CITY OF CLEARWATER, Florida,
Defendants.
/
ORDER OF DISMISSAL
The above cause came before the Court on the foregoing Joint Stipulation for Dismissal
With Prejudice. The Court being fully advised in the premises, it is
ORDERED AND ADJUDGED that this case is dismissed and the Clerk of the Court is
hereby directed to close the file. Each party shall bear its own costs and expenses, including
attorneys' fees.
DONE AND ORDERED in Chambers at Pinellas County, Florida, this
day of
, 1997.
Circuit Judge
Copies furnished to:
Robert L. Barnes, Jr., Esquire
Kerry A. Greenwald, Esquire
Carposite
Exhibit "D"
.
.
GENERAL RELEASE
(From the Atrium in favor of the CRA)
KNOW ALL MEN BY THESE PRESENTS THAT:
ATRIUM AT
CLEARWATER, LTD., a Floridalimited partnership, by and through Atrium at Clearwater,
Inc., its general partner (hereinafter, the "Atrium"), for and in consideration of the sum of Ten
($10.00) Dollars and other yaluable consideration, received from or on behalf of COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER FLORIDA, or its officers,
agents, or representatives (hereinafter, the "CRA"), the receipt and sufficiency of which is
hereby acknowledged;
DOES HEREBY remise, release, acquit, satisfy, and forever discharge the CRA,
individually and collectively, jointly and severally, and including any of its agents, officers,
partners, employees or representatiyes, including sureties, and any of their parent or subsidiary
companies or affiliated business entities, of and from all, and all manner of, action and actions,
cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, liens (mechanics', equitable, or otherwise), contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions, claims and
demands whatsoever, in law or in equity, which the Atrium ever had, now has, or which any
personal representative, successor, heir or assignee of the Atrium hereafter can, shall, or may
have, against the CRA, for, upon, or by reason of that certain Sale-Purchase Agreement dated
October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also dated October 17,
1993, and that certain Option to Purchase [Agreement] dated November 29, 1993, all by and
among the Atrium, the CRA, and the City of Clearwater, together with the claims set forth in
that certain lawsuit styled as follows: Atrium at Clearwater. Ltd.. a Florida Limited
Partnershio. by and through Atrium at Clearwater. Inc.. General Partner. Plaintiff. vs. The City
of Clearwater. Florida. a body politic and a political subdivision of the State of Florida. and
Community Redevelopment Agency of the City of Clearwater. a body politic and a political
.1AfV
.
.
subdivision of the State of Florida and the City of Clearwater. Florida. Defendants, Case No.
95-003550-CI-021, Circuit Court in and for Pinellas County, Florida.
IN WITNESS WHEREOF, we have hereunto set our hands and seals effectiye
thiS~daY of .1~ I" ' 1997.
Signed, sealed and delivered
in the pr sence of:
JEN~)\ffL M01~E-L.
Typed or printed name of Witness #1
~-~~
Signature of Witness #2
$/M//.JR,4 /11. 6(!.#/9t!RA1~
Typed or printed name of Witness #2
#97468
ATRIUM AT CLEARWATER, LTD., a
Florida limited partnership
By: ATRIUM AT CLEARWATER, INC.
as general partner
rti:'~~
-2-
.
.
GENERAL RELEASE
(From the Atrium in favor of the City)
KNOW ALL MEN BY THESE PRESENTS THAT:
ATRIUM AT
CLEARW A TER, L TD., a Florida limited partnership, by and through Atrium at Clearwater,
Inc., its general partner (hereinafter, the "Atrium"), for and in consideration of the sum of Ten
($10.00) Dollars and other valuable consideration, received from or on behalf of CITY OF
CLEARWATER, FLORIDA, or its officers, agents, or representatives (hereinafter, the "City"),
the receipt and sufficiency of which is hereby acknowledged;
DOES HEREBY remise, release, acquit, satisfy, and forever discharge the City,
individually and collectiyely, jointly and severally, and including any of its agents, officers,
partners, employees or representatives, including sureties, and any of their parent or subsidiary
companies or affiliated business entities, of and from all, and all manner of, action and actions,
cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, liens (mechanics', equitable, or otherwise), contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions, claims and
demands whatsoeyer, in law or in equity, which the Atrium eyer had, now has, or which any
personal representative, successor, heir or assignee of the Atrium hereafter can, shall, or may
have, against the City, for, upon, or by reason of that certain Sale-Purchase Agreement dated
October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also dated October 17,
1993, and that certain Option to Purchase [Agreement] dated November 29, 1993, all by and
among the City, the Atrium, and the Community Redevelopment Agency of the City of
Clearwater, together with the claims set forth in that certain lawsuit styled as follows: Atrium
at Clearwater. Ltd.. a Florida Limited Partnership. by and through Atrium at Clearwater. Inc..
General Partner. Plaintiff. vs. The City of Clearwater. Florida. a body politic and a political
subdivision of the State of Florida. and Community Redevelopment Agency of the City of
Clearwater. a body politic and a political subdivision of the State of Florida and the City of
.
.
Clearwater. Florida. Defendants, Case No. 95-003550-CI-021, Circuit Court in and for Pinellas
County, Florida.
IN WITNESS WHEREOF, we have hereunto set our hands and seals effective
this.3l!daY Of~, 1997.
Signed, sealed and delivered
in the presence of:
ATRIUM AT CLEARWATER, LTD., a
Florida limited partnership
By: ATRIUM AT CLEARWATER, INC.
as general partner
rti:: 0--/~
ype or printed name of Witness #1
.C1:/"~~ ~~
Signature of Witness #2
SAAJ L:J~A /11. t;$' t! /I fie.lh c...
Typed or printed name of Witness #2
#97469
-2-
.
.
GENERAL RELEASE
(From the City in favor of the Atrium)
KNOW ALL MEN BY THESE PRESENTS THAT: CITY OF CLEARWATER,
FLORIDA (hereinafter, the "City"), for and in consideration of the sum ofTen ($10.00) Dollars
and other valuable consideration, received from or on behalf of ATRIUM AT CLEARW A TER,
LTD., a Florida limited partnership, or its officers, agents, or representatives (hereinafter, the
"Atrium"), the receipt and sufficiency of which is hereby acknowledged;
DOES HEREBY remise, release, acquit, satisfy, and forever discharge the
Atrium, individually and collectively, jointly and severally, and including any of its agents,
officers, partners, employees or representatives, including sureties, and any of their parent or
subsidiary companies or affiliated business entities, of and from all, and all manner of, action
and actions, cause and causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, liens (mechanics', equitable, or otherwise),
contracts, controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, which the City ever had, now
has, or which any personal representative, successor, heir or assignee of the City hereafter can,
shall, or may have, against the Atrium, for, upon, or by reason of that certain Sale-Purchase
Agreement dated October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also
dated October 17, 1993, and that certain Option to Purchase [Agreement] dated November 29,
1993, all by and among the City, the Atrium, and the Community Redevelopment Agency of
the City of Clearwater, together with the claims set forth in that certain lawsuit styled as
follows: Atrium at Clearwater. Ltd.. a Florida Limited Partnership. by and through Atrium
at Clearwater. Inc.. General Partner. Plaintiff. vs. The City of Clearwater. Florida. a body
politic and a political subdivision of the State of Florida. and Community Redevelopment
Agency of the City of Clearwater. a body politic and a political subdivision of the State of
Florida and the City of Clearwater. Florida. Defendants, Case No. 95-003550-CI-021, Circuit
Court in and for Pinellas County, Florida.
.
.
nit IN.;VITNESS WHEREOF, we have hereunto set our hands and seals effective
thisj[ day of -. \ u I L1 , 1997.
\
Vice
Approved as to form and
lei!lfficr:
Pamela l .
City Attorney
Jr.
#97471
::~Y,cr CLEARWATER, ~ORlDA
Michael J ~. Roberto""
City Manager ..~:~ 0 r .
..,>.:..... .
:~/>:,'I' I"
Attest:
~:/..- r',
I .
-2-
.
.
GENERAL RELEASE
(From the CRA in favor of the Atrium)
KNOW ALL MEN BY THESE PRESENTS THAT:
COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER FLORIDA (hereinafter,
the "CRAil), for and in consideration of the sum of Ten ($10.00) Dollars and other valuable
consideration, received from or on behalf of ATRIUM AT CLEARW A TER, L TD., a Florida
limited partnership, or its officers, agents, or representatives (hereinafter, the "Atrium"), the
receipt and sufficiency of which is hereby acknowledged;
DOES HEREBY remise, release, acquit, satisfy, and forever discharge the
Atrium, individually and collectively, jointly and severally, and including any of its agents,
officers, partners, employees or representatives, including sureties, and any of their parent or
subsidiary companies or affiliated business entities, of and from all, and all manner of, action
and actions, cause and causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, liens (mechanics', equitable, or otherwise),
contracts, controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, which the CRA ever had, now
has, or which any personal representative, successor, heir or assignee of the CRA hereafter can,
shall, or may have, against the Atrium, for, upon, or by reason of that certain Sale-Purchase
Agreement dated October 17, 1993, that certain Addendum to Sale-Purchase Agreement, also
dated October 17, 1993, and that certain Option to Purchase [Agreement] dated November 29,
1993, all by and among the Atrium, the CRA, and the City of Clearwater, together with the
claims set forth in that certain lawsuit styled as follows: Atrium at Clearwater. Ltd.. a Florida
Limited Partnership. by and through Atrium at Clearwater. Inc.. General Partner. Plaintiff. vs.
The City of Clearwater. Florida. a body politic and a political subdivision of the State of
Florida. and Community Redevelopment Agency of the City of Clearwater. a body politic and
a political subdivision of the State of Florida and the City of Clearwater. Florida. Defendants,
Case No. 95-003550-CI-021, Circuit Court in and for Pinellas County, Florida.
.
.
IN WITNESS WHEREOF, we have hereunto set our hands and seals effective
this 3/ day of
July
,1997.
Signed, sealed and delivered
in the presence of:
Community Redevelopment Agency
of the City of Clearwater, Florida
CYVy"",, 4J-t . a.~O ~v..-.-.....
Janis M. Przywara
(Print name of witness)
By: ~A.M2 'SuL
a en See , Vice. Chal:rman,..
t~'" :k,
~ I '1 !~ )
~[L,"-,,- '~. .. ,~-
Attest:
,
K thleen E. Roberts
(Print name of witness)
Approved as to form:
fl tin ... ............
Pamela K. n, City Attorney
#97472
-2-
.
.
MORTGAGE LOAN CLOSING STATEMENT
BORROWER:
LENDER;
LOAN NO:
DATE OF CLOSING:
PROPERTY LoeA nON:
TITLE INSURER:
ATRIUM AT CLEARW A fER, LIMITED, a Florida limited partnenhip
PRINCIPAL MU'IUAL LIFE INSURANCE COMPANY. an Iowa corporation
D-751353
July --' 1997
PiDcllas County, Florida
Chicago Title Insurance Company
BORROWER'S EXPENSES
A. To Lender in payment of:
1.
S 1,000.00
Loan processing fee
TOTAL
B. To Hill, Ward &. Hendersao. P.A., in
payment of
$ 1,000.00
1. Attorneys' fQ:s for reprcsc:Dtation
of Lender
S 1,500.00
interim. out-of-pocket expenses
including long distance telephcnc
charges, reproduction costs and
~~ delivery chargee
(e.g., Federal E"Pre5s)
(estimated . auy additional
charges to b; billed to Borrower)
TOTAL
BORROWER'S TOTAL LOAN CLOSING COSTS AND EXPENSES
2.
$
50.00
$ 1,550.00
$ 2,550.00
NOTE: ALL OTHER COSTS OF BORROWER PAID OUTSIDE OF CLOSING.
Jf\c
. FROM HILL WARD HENDERSON
.
(WED) 7.30'97 16:12/8T. 16:06/NO. 4260294378 P 14
.
APPROVAL OF CLOSING STATEMENT, INSTRUCTIONS TO
CLOSING AGENT AND POST -CLOSING AGREEMENTS
Borrower hereby acknowledges that it has read and approved Ihe foregoing Mongage Loan Closing
Statement and hc7eby approves. authori7oCS and directs Closing Ageut's disbursement of the proceeds of the
disbursement by Leader for the purposes and in the 1IW1l1er. amounts and to the persons hereinabove set forth.
In the case of closing costs m:l QpCDses directed to be paid IS moresaid. Borrower understands and agrees
that, in the event that the actual expense is m~ than stated, Borrower shall PlY upon demand the actual expenses
over and above the: stated 1Im0000l
~~
~e: L:>.4,z, (EA<-f.. :t ".J
~t or Type Name
~: CC.l~~
(Prim or Type Name)
ATRIUM AT CLEARWATER,
LIMITED, D Florida limited partnership
By its geucral partner:
ATRIUM AT CLEARWATER.
INCORPORATED, I Florida
.....,.. J^'l ation .__
/-' /~/~~
By: t......(/. /?-2'/Z/~~/ I'
Walter/I. Mackey, Jr.,
President
(Cmporate Seal)
":\WP61\WORJC\'ININ'aJN~A\loW:D"l"a.OSNG.srA
2
JV~
I
.
.
CLOSING STATEMENT
Seller: City of Clearwater, Florida, a municipal corporation (Parcel I)
Community Redevelopment Agency of the City of Clearwater, Florida
(Parcel II)
Buyer: Atrium at Clearwater, Limited, a Florida limited partnership
Property: See Legal Description attached hereto
Closing Date: July 30, 1997
BUYER 's STATEMENT
Purchase Price:
$500,000.00
($50,000.00)
( 1,320.00)
Less Option Deposit
Less Transfer of Card Deposits
Plus Closing Costs
Updated Survey: Gene Caudell & Assoc.
(25-space Parcel)
500.00
Recording
Record Warranty Deed from City
Documentary Stamps on WD from City
Record Warranty Deed from CRA
Documentary Stamps on WD from CRA
Record Easement Agreement
Documentary Stamps on Easement Agreement
1/2 Recording of "Agreement"
Record Partnership Affidavit
Record Mortgage Spreader Agreement
19.50
3,150.00
19.50
350.00
28.50
.70
21.00
15.00
50.00
Title Charges
Search & Exam to Chicago Title
Owner's Policy Premium
Spreader Endorsement
250.00
2,575.00
250.00
Credits due to City:
July Parking Expenses
May Operating Expenses
June Operating Expenses
July Operating Expenses
1,901.60
1,877.61
2,143.52
2.549.89
TOTAL COSTS
TOTAL DUE FROM BUYER
15.701.82
~464.981.82
Atrium at Clearwater Limited, a Florida
limited partnership
By: Atrium at Clearwater, Incorporated,
a Florida corporation, its sole
general partner
By:
#107159.1
.
.
CLOSING STATEMENT
Seller:
City of Clearwater, Florida, a municipal corporation (Parcel I)
Community Redevelopment Agency of the City of Clearwater, Florida
(Parcel II)
Buyer:
Atrium at Clearwater, Limited, a Florida limited partnership
Property:
See Legal Description attached hereto
Closing Date: July 30, 1997
SELLER 's STATEMENT
Purchase Price:
$500,000.00
Less Option Deposit
Less Closing Costs
Survey to George F. Young & Assoc.
Search & Exam to First American Title
1/2 Recording of "Agreement"
Attorney's Fees to Tew, Zinober, et a1.*
Attorney's Costs to Tew, Zinober, et a1.*
Transfer of Card Deposits
TOTAL
$50,000.00
2,200.00
300.00
21.00
10,658.30
212.30
1.320.00
(64,711.60)
Plus Credits due to City:
July Parking Expenses
May Operating Expenses
June Operating Expenses
July Operating Expenses
TOTAL
TOTAL DUE TO SELLERS
1,901.60
1,877.61
2,143.52
2.549.89
8.472.62
~443.761.02
*Fees are estimated through the date of closing; costs reflect items posted through
July 25, 1997. Both fees and costs are subject to final post-closing reconciliation.
Community Redevelopment Agency of the
City of Clearwater, Florida
"By:lYM~/t'\C~
. . . 'Karen SeE\}_, Vlce Chairman
Attest:
...~..
Approved as to form:
fJ J-J
Pamela K. Akin, City Attorney
CITY OF CLEARWATER, a municipal
corporation
By:
Jr., Vice Mayor
By:
Approved as to form and, correctness:
U-k4
Pamela AKin, City Attorney
By:
Cl P.ECORCING
REe ns9
DR21Q~OO'
DS
INT
PIC
CERT
K-
FEES
MTF
REV
.
INST # 97-219425
JLY 31, 1997 7:14PM
.
This instrmnent prepared by and return to:
Robert L. Barnes, Jr., Esquire
Tew, Zinober, Barnes, Zimmet & Unice
P. O. Box 5124
Clearwater, Florida 34618
PINELLAS COUNTY FLA
OFF.REC.BK 9792 PG 1607
Parcel J.D. # 16/29/18/32292/020/0080 & 16/29/15/32292/020/0090
Grantee's Tax J.D. #
SPECIAL WARRANTY DEED
THIS INDENTURE, made this1L day of .5" k' , 1997 by and between CITY
OF CLEARWATER, FLORIDA, a municipal corpordtion ("Grantor"), and Atrium at
Clearwater, Limited, a Florida limited partnership, whose address is 1601 Forum Place,
West Palm Beach, Florida, 33401, Suite 805, c/o Walter J. Mackey ("Grantee").
WITNESSETH: That the Grantor, for and in consideration of the sum of Ten and
no/lOO Dollars, and other valuable consideration, lawful money of the United States of
America, to it in hand paid by the Grantee, the receipt whereof is hereby acknowledged,
has granted, bargained, sold and conveyed to Grantee, its successors and assigns forever,
all of the following described land in Pinellas County, Florida ("Property"), to-wit:
That certain real property which is more particularly described in Exhibit A
attached hereto and i~orporated herein by this reference, together with all
fixtures, improvements' and appurtenances thereunto appertaining;
Grantee, on behalf of itself and its successors and assigns, agrees that it shall
not sell or transfer' title to any organization which is at the time of the
conveyance exempt from the payment of ad valorem taxes except for sale
or transfers to the Grantor or the Community Redevelopment Agency of the
City of Clearwater, Florida. This restriction shall be deemed to be a
restriction on the sale or transfer of the land or any interest therein or the
improvements thereon to any tax exempt entity for the purpose of retaining
the land and improvements thereon in a non-exempt status on the ad valorem
tax rolls of Pinellas County. This restriction may be enforced by suit for
specific performance or by other legal remedy available to the Grantor or
the City of Clearwater, Florida. '
TOTAL 3/(4 ~
o
TO HAVE AND TO HOLD the above-described premises, with the appurtenances,
unto the said Grantee, its successors and assigns, in fee simple forever.
And the Grantor does hereby covenant with the Grantee that Property is free from
all liens and encumbrances except those set forth on Exhibit B hereto;
And the Grantor does hereby fully warrant the title to said land, and will
defend the same against the lawful claims of all persons claiming by, through or under said
Grantor.
. ~OO
~r~fAlJ 10 I'a. ,... '. ..........
1.::"~;o'_..'.:O.'.. ......n lntangible Tax Pd.
X,aarrlleeneen F F~ Bake} Clerk, Pinellas, County
~~~~~~':"-!,!.u,,, DeputY. Clerk
.
PINELL.COUNTY FLA.
OFF.REC.B 792 PG 1608
IN WITNESS WHEREOF, the Grantor has executed this deed under seal on the
date aforesaid.
Signed, sealed and delivered
in the presence of:
CITY OF CLEARWATER, a municipal
corporation
~rV\.~Y 111, O~~~~
Janis M. Przywara
(Print name of witness)
~:::t<0tu_~ f~~$7
KJ.thleen E. Roberts
(Pri, t name of witness)
By:
Micha";l ~. ROber~ CIty jManager
r~~~. . 10.
CXCthia E. Goudeau, City Clerk
By:
By:
Approved as to form and correctness:
By: If J. 4.
Pamela A in, City Attorney
STATE OF FLORIDA
COUNTY OF PINEL LAS
The foregoing instrument was acknowledged before me this jc:'rh day of
July ,1997,by J. B. Johnson. Jr.. Vice Mayor , MichaelJ. Roberto,
City Manager, and Cynthia E. Goudeau, City Clerk, of City of Clearwater, Florida, a
municipal corporation, on behalf of the corporation. They are personally known to me or
have produced
(type of identification) as identification.
. , '-: r)" \
'{' , U' } -t-:
' '-. .. -.- ~., ---
(i..~ ~;, "- ,"-" " . y.C-'~ ..d
of Person Taking Acknowledgment
Kathleen E. Roberts
Name of Acknowledger Typed, Printed or Stamped
(NOTARY SEAL)
~
KATt!LEEN E. ROBERTS
State of Florida
My Comm. Exp, JuI'j 31, 19S~
Comm. # CC 47t.::m .
Notary Public, State of Florida
Cc4720n
Notarial Serial Number
-2-
.
PINEtIlS COUNTY FLA.
OFF.REC.BK 9792 PG 1609
Exhibit "A"
LEGAL DESCRIPTION
Lots 8 and 9, Block 20, GOULD AND EWING'S FIRST AND SECOND ADDITION TO
CLEARWATER HARBOR, less and except the North 6 feet of Lots 8 and 9, as conveyed
to City of Clearwater as recorded in Deed Book 194, Page 471, for alley, and less road
right-of-way, according to the plat thereof, recorded in Plat Book 1, Page 52, Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part.
/
# 106885.1
.
JltELLAS COUNTY FLA.
OFF.REC.BK 9792 PG 1610
Exhibit "B"
Permitted Exceptions
1. The lien of the Taxes for the year 1997, which are not yet due and payable.
Parcel No. 16/29/15/32292/020/0080.
2. The lien of the Taxes for the year 1997, which are not yet due and payable.
Parcel No. 16/29/15/32292/020/0090.
9AOb887b JPW 07-31-1997 17:10:31
01 DED-"ACKEY
RECORD IHG 1 $19.50
DOC STA"P - DR219 3 $350.00
TOTAL:
CHECK A"T.TENDERED:
CHANGE:
S3f,9.50
$3b9.50
$.00
.
INST # 97-219426
JLY 31, 1997 7:14PM
.
v
This instrument prepared by and return to:
Robert L. Barnes, Jr., Esquire
Tew, Zinober, Barnes, Zimmet & Vnice
P. O. Box 5124
Clearwater, Florida 34618
PINELLAS COUNTY FLA.
OFF.REC.BK 9792 PG 1611
Parcel1.D. # 15/29/15/54450/006/0010
Grantee's Tax I.D. #
SPECIAL WARRANTY DEED
THIS INDENTURE, made this ~ day of _T\.; I d ' 1997 by and between
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY F CLEARWATER, FLORIDA,
a Florida governmental agency created pursuant to Part III, Chapter 163. F.S. ("Grantor"),
and ATRIUM AT CLEARWATER, LIMITED, a Florida limited partnership, whose address
is 1601 Forum Place, West Palm Beach, Florida, 33401, Suite 805, c/o Walter J. Mackey
("Grantee").
I ;..
1 '/" ,
I.>.'
WITNESSETH: That the Grantor, for and in consideration of the sum of Ten and
no/lOO Dollars, and other valuable consideration, lawful money of the United States of
America, to it in hand paid by the Grantee, the receipt whereof is hereby acknowledged,
has granted, bargained, sold and conveyed to Grantee, its successors and assigns forever,
all of the following described land in Pinellas County, Florida ("Property"), to-wit:
,.
That certain real property which is more particularly described in Exhibit "A"
attached hereto and incorporated herein by this reference, together with all
fixtures, improvements and appurtenances thereunto appertaining;
Grantee, on behalf of itself and its successors and assigns, agrees that it shall
not sell or transfer title to any organization which is at the time of the
conveyance exempt from the payment of ad valorem taxes except for sale
or transfers to the Grantor or the City of Clearwater, Florida. This
restriction shall be deemed to be a restriction on the sale or transfer of the
land or any interest therein or the improvements thereon to any tax exempt
FEES entity for the purpose of retaining the land and improvements thereon in a
MTF non-exempt status on the ad valorem tax rolls of Pinellas County. This
REV restriction may be enforced by suit for specific performance or by other
- legal remedy available to the Grantor or the City of Clearwater, Florida.
TOTAL~.50
~ TO HAVE AND TO HOLD the above-described premises, with the appurtenances,
U unto the said Grantee, its successors and assigns, in fee simple forever.
It being the intent of Grantor to convey the remaining portion of the parking garage,
which is located on the Property (i.e., the bottom two floors and the land beneath). The
initial portion of the parking garage (i.e., the top two floors and certain air rights) was
previously conveyed by way of that certain Warranty Deed from the City of Clearwater,
Florida to Grantee, as recorded on December 27,1993 in O.R. Book 8515, Page 174, Public
Records of Pinellas County, Florida.
01 RF.conrHNG
REC jCJ. SO ,
DR2j:::'3~.cO
DS
INT
p,{'
,~
CERT
31s-Q}JO
.Jocumentary Tax Pd. $.. ...... .'....~.TrT"
$ "",,,'. u u?!.. ........ Intangible Tax Pd.
Karleen F. ztflerk, Pinellas County
fly '_'~"" . u . u .... .... Deputy Clerk
.
PIN.AS COUNTY FLA.
OFF.REK 9792 PG 1612
And the Grantor does hereby covenant with the Grantee that Property is free from
all liens and encumbrances except those set forth on Exhibit "B" hereto;
And Grantor does hereby fully warrant the title to the Property, and will defend the
same against the lawful claims of all persons claiming by, through or under it, but against
none other.
IN WITNESS WHEREOF, the Grantor has executed this deed under seal on the
date aforesaid.
?:~.~ !1:!:l CY~~
anis M. Przywara
(Print name of witness)
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER
By: J!6~l ~
~en Seel, V1ce Cha1rman
Signed, sealed and delivered
in the presence of:
Attest:
, [,,-) d-:>'i
~ 1\ I
t ' ,;,. i
~ , J' \..'.'-- ,~~.J.)i. '-
'a E. Goudeau, City Clerk
Ka hleen E. Roberts
(Print name of witness)
Approved as to form:
PM. ~.~ln, City Attorney
STATE OF FLORIDA
COUNTY OF PINELLAS
. ,//, yh
The foregoing instrument was acknowledged before me thIS....:&:- day of
July ,1997,by Karen Seel. Vice Chairman ,andCynthia
E. Goudeau, City Clerk, of the Community Redevelopment Agency of the City of
Clearwater, Florida, on behalf of the said Community Redevelopment Agency of the City
of Clearwater, Florida, for the purposes herein expressed. They are personally known to
me or have produced Florida drivers licenses as identification.
~ll'-'- (:'IQ~C,+~
SignatUre of Person Taking Acknowledgment
Kathleen E. Roberts
Name of Acknowledger Typed, Printed or Stamped
(NOTARY SEAL)
Notary Public, State of Florida
Notarial Serial Number: CC472077
~
KAn!LEEN E. ROBERTS
State of Florida
My Com;n. Exp. July 31, 1999
Camm. 'cc 4~On
-2-
.
PIN~S COUNTY FLA.
OFF.REC.BK 9792 PG 1613
Exhibit "A"
LEGAL DESCRIPTION
Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1
and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and
Plat Book 3, Page 43 of the Public Records of Pinellas County, Florida, being more
particularly described as follows: /
From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence
N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park
Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face
of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving
said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension
thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W,
along the South face of the four level concrete parking garage and its Westerly extension
thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way; thence
N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park
Street; thence S89045'53"E, along said South right-of-way, 190.93 feet to the POINT OF
BEGINNING.
Containing 44,157 square feet, or 1.014 acres, MORE OR LESS.
Less and except all the air rights previously granted to Atrium at Clearwater, Limited in
that certain Special Warranty Deed given by Community Redevelopment Agency of the
City of Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book
8515, Page 174, Public Records of Pinellas County, Florida, and the air rights previously
granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City
of Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R.
Book 8515, Page 168, Public Records of Pinellas County, Florida.
# 1 06885.1
.
P.LLAS COUNTY FLA.
OFF. . BK 9792 PG 1614
Exhibit "B"
Permitted Exceptions
1. The lien of the Taxes for the year 1997, which are not yet due and payable.
Parcel No. 15/29/15/54450/006/0010.
2. Rights of Florida Power Corporation pursuant to instrument recorded in OR Book
6064, Page 447, Public Records of Pinellas County, Florida.
3. The terms and conditions of the Development Agreement recorded in OR Book 5868,
Page 1530, and amendment in OR Book 5868, Page 1543, and Assignment and
Assumption thereof as recorded in OR Book 6664, Page 823, and Consent to
Assignment and Assumption of Municipal Agreements recorded in OR Book 6809,
Page 250 and OR Book 7371, Page 506, O.R. Book 8515, Page 257, Public Records
of Pinellas County, Florida.
4. Rights of parties now in possession under any unrecorded leases.
5. Terms and provisions of all agreements and franchises pertaining to the cost,
installation, operation, and maintenance of gas, water and/or sewer facilities.
6. Special Warranty Deed as recorded in OR Book 8515, Page 174, Public Records of
Pinellas County, Florida.
,/
"
9A068877 JPW 07-31-1997 17:11:08
01 DED-IIACKEY
RECORDUIG
DOC STAIIP - DR219
1
3
$19.50
$3.150.00
--------
$3.169.50
$3.169.50
$.00
TOTAL:
CHECK AIIT.TEHDERED:
CHAHGE:
~ INST # 97-219428 .
~LY 31, 1997 7:14PM
PREPARED BY AND RETURN TO:
r
11 Robert L. Barnes, Jr., Esquire
r ....-- Tew, Zinober, Barnes, Zimmet & Unice
2655 McCormick Drive
Clearwater, Florida 33759
PINELLAS COUNTY FLA.
OFF.REC.BK 9792 PG 1624
EASEMENT AGREEMENT
t
THIS EASEMENT AGREEMENT (the "Easement") made and entered into this 31 Sf
day of July, 1997, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF CLEARWATER, FLORIDA ("CRA") and ATRIUM AT CLEARWATER, L TD, a
Florida Limited Partnership ("Atrium").
r,' ,
'.--")1;..: j
WIT N E SSE T H:
--- .---......
WHEREAS, CRA is the owner of the fee simple title to that certain property more
particularly described in Exhibit "A" attached hereto (the "31-space Parcel");
WHEREAS, Atrium is the owner of the fee simple title to that certain property
more particularly described in Exhibit "B" attached hereto ("Parking Garage Parcel");
WHEREAS, the parties wish to provide a means of ingress and egress for pedestrians,
emergency vehicles, and emergency personnel to and from the Parking Garage Parcel over
and across the 31-space Parcel; and
WHEREAS, the parties wish to provide a means for the maintenance and repair of
the subterranean foundations, pillars, and footers for the parking garage located on the
; < ,".~~~) Parking Garage Parcel which lay below the 31-space Parcel.
'. --_ NOW THEREFORE, in consideration of the mutual agreements and covenants
. , r
.,,;
:; ...-
, ..-~
contained herein and for other valuable consideration, receipt of which is hereby
::E r-~j
acknowledged, it is mutually agreed between the parties as follows:
1. The recitals contained herein are true and correct and made a part hereof.
FEES
MTF
REV
:,~::;-:-. 8. (1) l.' )
"..~~:~~-- ."
y
'::xumentary Tax Pd. $.... ~ J.P .~.Y.TOTT
S... .,..~.. ..... ',1"" Intangible Tax Pd.
Karleen. Blal~r' Clerk, Pinellas County
""'. .. .. . . .t..::. . . . . . . . . .. Deputy Clerk
.
IIWELLAS COUNTY FLA.
OF~C.BK 9792 PG 1625
2. CRA hereby grants to Atrium a perpetual non-exclusive pedestrian easement
over and across the 31-space Parcel. To the extent the 31-space Parcel is ever used for
a purpose other than a surface parking lot, CRA, or its successor, shall have the right to
locate the pedestrian easements to specific portions of the 31-space Parcel.
3. CRA hereby grants to Atrium a perpetual non-exclusive easement over and
across the 31-space Parcel for emergency personnel and emergency vehicle access. To the
extent the 31-space Parcel is ever used for a purpose other than a surface parking lot,
eRA, or its successor, shall have the right to locate the access to specific portions of the
31-space Parcel.
4. CRA hereby grants to Atrium a perpetual non-exclusive easement under and
over the 31-space Parcel for maintenance and repair of the garage and the foundations,
pillars, footers, and supporting column structures which support the parking garage, all of
which are located under, above or adjacent to the 31-space Parcel, together with
temporary access for vehicles used in connection with such maintenance and repair. This
easement provided in this paragraph shall terminate if and when the Parking Garage Parcel
ceases to be used as a parking garage.
5. In exchange for the grant of easement contained herein, Atrium agrees that
it will minimize, to the greatest extent possible, all repair and maintenance work and that
it will restore the property to the condition it was in immediately prior to commencement
of the repair or maintenance work. Furthermore, Atrium shall make available to CRA or
its assigns reasonable substitute parking for all spaces affected by any repair or
maintenance work. Atrium further agrees to indemnify and hold CRA harmless for any
damages done to the 31-space Parcel or other damage or injury resulting from Atrium's
repair or maintenance activities.
6. The easement granted herein to Atrium is appurtenant to the property
described in Exhibit "B" and shall inure to the benefit of Atrium and all future owners of
the property described in Exhibit "B," subject to the terms set forth herein.
-2-
PINELLAS COUNTY FLA.
. OFF.REC~K 9792 PG 1626
/J,..{L--
IN WITNESS WHEREOF the parties have executed this Agreement this "51, day
-
of
Julv
, 1997.
Signed, sealed and delivered
in the presence of:
"CRA"
~ - ,/1A ()
. /~.. r it. u 'OOV\.i'1:L---u-
Janis M. Przywara
(Print ame of witness)
Community Redevelopment Agency of the
City of Clearwater, Florida
By: ~i'(}'fl ~
Karen Seel, Vice Chairman
Attest:
,.Ilh~
Ka, h1een E. Roberts
(Print name of witness)
Approved as to form:
pl~(t City Attorney
.'
"ATRIUM"
Atrium at Clearwater Limited, a Florida
limited partnership
By:
Atrium at Clearwater, Incorporated,
a Florida corporation, its sole
general partner
By: ~
\
(Print name of witness
J~j~\ l1f))WA~_
,,] rJ W iffl7- M QL\L).: LL
(Print name of witness)
-3-
Wf/
.
Pi_LA::> CUUNTY F'LA.
OFF.REC.BK 9792 PG 1627
ST ATE OF FLORIDA
COUNTY OF PINELLAS
/1-
The foregoing instrument was acknowledged before me this ~ day of
11110 ' 1997, by K;lrPTI C:::ppl , Vice Chairperson, and Cynthia
E. oudeau, City Clerk, of the Community Redevelopment Agency of the City of
Clearwater, Florida, on behalf of the said Community Redevelopment Agency of the City
of Clearwater, Florida, for the purposes herein expressed. They are personally known to
me or have produced Florida drivers licenses as ide tification.
~\
KATHLEEN E. ROBERTS
State of Aorfcla
~ ComiTL Exp. July 31.1898
Comm. , CC 4720n
1\
'l :
of Person Taking Acknowledgment
en E. Roberts
[~1?J~~
Name of Acknowledger Typed, Printed or Stamped
Notary Public, State of Florida
Notarial Serial Number: CC472077
(NOTARY SEAL)
STATEOF O~~
COUNTY OF ~ ~
n...
foregoing instrument was acknowledged before me this ~ q day of
, 1997, by Walter J. Mackey, Jr., as President of Atrium at Clearwater,
Incor orated, a Florida corporation, as sole general partner of Atrium at Clearwater
Limited, on behalf of the limited partnership. He is personally known to me. or RB9
~reduoa4
(type of iaBHtifkaLiuu) a~ idt::llLlfi~aLion.
qOl~ (i.~~
Signature of Person Taking Acknowledgment
(NOTARY SEAL)
PATRrCIA AlAMR
1ft'~S1mOFOfIlbme of Acknowledger Typed, Printed or Stamped
DfIRES fB. 5, 21101 ~ \ . _
Notary Public, State of 0 Yv...(J
Notarial Serial Number: .a \ 0 R
# 106608.1
-4-
.
Y1NA'A~ CUUNTY FLA.
OFF.RE~K 9792 PG 1628
Exhibit "A"
LEGAL DESCRIPTION
(Description to be retained by CRA of 31 parking spaces)
From the Northeast corner of said Lot 3, Block 6, as the POINT OF BEGINNING; thence
SOoo02'40"W, along the East line of said Lot 3 and Lot 12, Block 6, 265.68 feet to a point
on the North right-of-way of Pierce Street, also being the Southeast corner of said Lot 12;
thence N89037'36"W, along the South Line of said Lots 12, 13 and 14, also being the North
right-of-way of Pierce Street, 242.56 feet to a point of intersection with the Westerly Line
of a 60 foot vacated Railroad right-of-way; thence N04042'26"E, along said Westerly line,
44.04 feet to a point of intersection with the westerly extension of the South face of the
four level concrete parking garage; thence leaving said Westerly line of 60 foot vacated
Railroad right-of-way, 589045'39"E, along said South face and its Westerly extension
thereof, 208.32 feet to the Southeast corner of said parking garage; thence NOooI2'45"E,
along the East face of the four level concrete parking garage and its Northerly extension
thereof, 221.20 feet to a point on the South right-of-way of Park Street, also being the
North line of said Lot 3; thence 589045'53"E, along said South right-of-way of Park Street
and North line of said Lot 3, 30.01 feet to the POINT OF BEGINNING.
Containing 17,349 square feet, or 0.398 acres, MORE OR LESS.
#106885.1
.
.
PlNELLAS COUNTY FLA.
OFF.REC.BK 9792 PG 1629
Exhibit "B"
LEGAL DESCRIPTION
Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1
and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and
Plat Book 3, Page 43 of the Public Records of Pinellas County, Florida, being more
particularly described as follows:
From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence
N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park
Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face
of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving
said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension
thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W,
along the South face of the four level concrete parking garage and its Westerly extension
thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way; thence
N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park
Street; thence S89045'53"E, along said South right-of-way, 190.93 feet to the POINT OF
BEGINNING.
Containing 44,157 square feet, or 1.014 acres, MORE OR LESS.
Together with all the air rights previously granted to Atrium at Clearwater, Limited in that
certain Special Warranty Deed given by Community Redevelopment Agency of the City of
Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book 8515,
Page 174, Public Records of Pinellas County, Florida, and the air rights previously granted
to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City of
Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R.
Book 8515, Page 168, Public Records of Pinellas County, Florida.
j
9A068879 JPW 07-31-1997 17:12:20
01 AGR-ATRIUI'l
RECORDING 1 $28.50
DOC STAI'lP - DR219 3 $.70
TOTAL $29.20
CHECK A"T.TENDERED $29.20
CHANGE $.00
#106885.1
.
.
INST # 97-21942L
JLY 31, 1997 7'~4PM
:.;
:Y'
Robert L. Barnes, Jr., Esquire
Tew, Zinober, Barnes, Zimmet & Unice
2655 McCormick Drive
Clearwater, Florida 33759
VL ,1
1~~
INST # 97-227719
AUG 8, 1997 11:05AM
-------
PINELLAS COUNTY FLA.
OFF.REC.BK 9801 PG 478
PINE L LASCOUNTY-FLA ------ ,.
OFF.REC.Bff 9/~L PG 16~
ES
1F ---.,
IC ..... 1997, by and between the CITY OF CLEARWATER, FLORIDA, a municipal corporation
V ~ ("City"), COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER,
TAL~
~LORIDA ("CRA") and ATRIUM AT CLEARWATER, LTD, a Florida Limited Partnership
,
("Atrium").
v
CS
INT
PIC
C[RT
FEES _
MTF __
REV
PREPARED BY AND RETURN TO:
AGREEMENT
THIS AGREEMENT (the "Agreement") made and entered into this ~ day of July,
,., t 1..,
WIT N E SSE T H:
WHEREAS, on or about July 10, 1986, the CRA granted by Warranty Deed to J .K.
Financial-Clearwater Square, Inc., a Florida corporation ("J .K. "), title to the third and
fourth floors of the Parking Garage (as described and defined below), as recorded in O.R.
Book 6408, page 1087, Public Records of Pinellas County, Florida ("J .K. Deed"), in which
the CRA reserved certain easements for construction, operation, maintenance, pedestrian
access, ingress and egress; and
WHEREAS, ultimately, City obtained title to the third and fourth floors of the
Parking Garage; and
WHEREAS, on or about December 27, 1993, City conveyed title to the third and
fourth floors of the Parking Garage to Atrium by way of special warranty deed recorded
in O.R. Book 8515, Page 168, Public Records of Pinellas County, Florida; and
WHEREAS, on or about December 27, 1993, CRA conveyed title to the air rights
TOTJ\L~ above the fourth floor of the Parking Garage to Atrium by way of special warranty deed
~ecorded in O.R. Book 8515, Page 174, Public Records of Pinellas County, Florida; and
WHEREAS, on or about November 29, 1993, CRA and Atrium entered into that
certain Option to Purchase Agreement ("Option Agreement") which is recorded in O.R.
~A068878 JPW 07-31-1997 17:11'47
01 AGR-ATRIU" .
RECORDING 1 $42.00
TOTAL: $42.00
CHECK A"T.TENDERED: $42.00
CHANGE: $.00
~~~
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PIN.AS CO~.
OFF . RE~ _ ~ ...-pG-161.-&
Book 8515, Page 200, Public Records of Pinellas County, Florida, wherein CRA granted to
Atrium an option to purchase that certain property legally described on Exhibit "A"
attached thereto ("Property"), which consists of and, shall be further described as (i) the
bottom two floors of the Parking Garage, together with the land lying under the Parking
Garage, and (ii) the land upon which currently exists approximately thirty-one (31) surface
parking spaces, which land is contiguous to and immediately adjacent to the east and south
of the Parking Garage (the "31-space ParceI); and
WHEREAS, on or about November 29, 1993, the City, CRA and Atrium entered to
an Amendment to Maintenance and Operation Agreement ("Amended M&O Agreement")
which is recorded in O.R. Book 8515, Page 213, Public Records of Pinellas County, Florida,
which clarified and amended each parties rights and obligations with respect to
maintenance of the Property, as originally set forth in that certain Maintenance and
Operation Agreement dated January 8, 1990 ("M&O Agreement"); and
WHEREAS, on or about November 29, 1993, the City and CRA entered to an
Easement Agreement ("Parking Easement") which is recorded in O.R. Book 8515, Page 193,
Public Records of Pinellas County, Florida, with respect to the 31-space Parcel; and
WHEREAS, on or about December 14, 1993, the CRA and Atrium entered to an
Easement Agreement ("Access Easement") which is recorded in O.R. Book 8515, Page 187,
Public Records of Pinellas County, Florida, which granted Atrium a non-exclusive easement
from Park Street up to the third and fourth floors of the Parking Garage, as amended by
Surveyor's Affidavit dated February 2, 1995, and recorded on February 8, 1995, in O.R.
Book 8909, Page 1019, Public Records of Pinellas County, Florida; and
WHEREAS, as of July J:t., 1997, the City, CRA, and Atrium entered into that
certain Settlement Agreement whereby, inter alia, the CRA agreed to convey the
remainder of the Parking Garage to Atrium, the City agreed to convey certain additional
property to Atrium, and Atrium agreed to release its claim to the 31-space Parcel; and
-2-
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o
IT]
IT]
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. OF~1t~~~S JgT~i 7
WHEREAS, on even date herewith the City and ~RA are conveying to Atrium,
respectively, the Parking Garage and certain additional parking spaces located on the
property adjacent to the building located across Park Street from the Parking Garage (the
"25-space Parcel"); and
WHEREAS, the parties hereto wish to clarify, or in certain instances, terminate,
their rights and obligations with respect to all the documents/agreements described above;
NOW THEREFORE, in consideration of the mutual agreements and covenants
contained herein and for other valuable consideration, receipt of which is hereby
acknowledged, it is mutually agreed between the parties as follows:
AGREEMENT
1. The bottom two floors of the parking garage located on the Property, the land
lying directly underneath said parking garage, and the third and fourth floors of the parking
garage (hereafter and heretofore referred to collectively as the "Parking Garage") is
described in composite Exhibit "A" attached hereto.
2. City, CRA and Atrium hereby terminate the M&O Agreement and the
Amended M&O Agreement, and agree and acknowledge that all parties are released from
all obligations and responsibilities thereunder.
3. City and CRA hereby release and vacate the easements reserved in the j.K.
Deed. Atrium agrees and acknowledges that neither City nor CRA has any continuing
maintenance or repair obligations with respect to the Parking Garage. Atrium hereby
acknowledges that the easements conveyed to Atrium in the j.K. Deed merge into the fee
simple title interest obtained by Atrium pursuant to that certain special warranty deed
from CRA to Atrium of even date herewith.
4. Atrium hereby releases and forever waives any and all rights, claims or
interest it may have under the Option Agreement (having acquired title to the balance of
the Parking Garage on even date herewith pursuant to the Option Agreement and the
-3-
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.
P~LLAS COUNTY FLA.
OFF.R~C.BK ~7~2 PC l61~
Settlement Agreement), including, but not limited to, any right, title, or interest to the 31-
space Parcel.
5. The Access Easement is hereby terminated and vacated and each party is
released by the other from all obligations thereunder.
6. The Parking Easement is hereby terminated and vacated and each party is
released by the other from all obligations thereunder.
IN WITNESS WHEREOF the parties have executed this Agreement this .3 0 J.{.- day
of
July
, 1997.
Signed, sealed and delivered
in the presence of:
CITY OF CLEARWATER, a municipal
corporation
~lh1.C2~
Janis M. Przywara
(Print ame of witness)
By:
.Vice Mayor
By:
Michattt .r. ROberto~ City Manager
By: 0~~t:~"" E.-)~ .~t:
~. Goudeau, S~i~Y Clerk
::~rofli1rm and coffectn~s:
Pamela l\kin, City Attorney
Ka hleen E. Roberts
(Print name of witness)
Signed, sealed and delivered
in the presence of:
"CRA"
~~~((~~tV
Community Redevelopment Agency of the
City of Clearwater, Florida
BY:~>l ~
Kar Seel, Vice Chairman
Janis M. Przywara
(Print n me of witness)
Attest:
~
Roberts
(Print name of witness)
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STATE OF FLORIDA
COUNTY OF PINELLAS
~LLAS COUNTY FLA.
OFF~~.BK ~1~l ~G 161~
Approved as to form:
PINELLAS COUNTY FLA
OFF.REC.BK 9801 PG 482
in, City Attorney
"ATRIUM"
Atrium at Clearwater Limited, a Florida
limited partnership
By: Atrium at Clearwater, Incorporated,
a Florida corporation, its sole
general partner
By:
The foregoing instrument was acknowledged before me this ~ day of
July , 1997, by J .B. Johnson, Jr., Vice Mayor , Michael J.
Roberto, City Manager, and Cynthia E. Goudeau, City Clerk, of City of Clearwater,
Florida, a municipal corporation, on behalf of the corporation. They are personally known
to me or have produced
(type of identification) as identification.
(NOTARY SEAL)
~
KATHLEENe
Stat8 . ROSElfrs
My~e;~
~'cc1Ji1"
~'- C~~
of Person Taking Acknowledgment
n E. Roberts
Name of Acknowledger Typed, Printed or Stamped
Notary Public, State of Florida
C::C47?fln
Notarial Serial Number
-5-
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.
PINELLAS COUNTY FLA.
.F. REC. BK_9_8~~__ PG 483
PINELLAS COUNTY FLA.
OFF.REC.BK 92Q2 PC l€~
ST ATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this 3e~ day of
,lu]y ,1997, by Karen Seel. Vice Chairman , andCynthiaE. Goudeau, City
Clerk, of the Community Redevelopment Agency of the City of Clearwater, Florida, on
behalf of the said Community Redevelopment Agency of the City of Clearwater, Florida,
for the purposes herein expressed. They are personally known to me or have produced
Florida drivers licenses as identification.
~6"
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.t5~)' t
KATHLEEN E. fI08ER1'8
State of FlorIda
MyComm. Exp....,,81.1.
Comm.1 CC 47lf1T7
e~h
Signatur of Person Taking Acknowledgment
KathIe n E. Roberts
(NOTARY SEAL)
Name of Acknowledger Typed, Printed or Stamped
Notary Public, State of Florida
Notarial Serial Number: cc~ nQn
STATE OF Oh-J'O
COUNTY OF r/tAIVKt/N
~
The foregoing instrument was acknowledged before me this ;2.,<1 day of
:r:... (~ ' ,1997, by Walter J. Mackey, Jr., as President of Atrium at Clearwater,
Incorporated, a Florida corporation, as sole general partner of Atrium at Clearwater
Limited, on behalf of the limited partnership. He is personally known to me,. Ql' 8M
t>>Fec!t1Gt;J"'""" - ~)q)e gf iQeRtificati~
4aeatificati8ft>..
~b~nT~~rL~t
(NOTARY SEAL)
.E~_edger Typed, Printed or Stamped
.-- [I J ........ J . .
Notary Public, State of t!J M"fy'
Notarial Serial Number: 3 J 0 ~
9C387335 MBP 08-08-1997 10:53:2b
01 AGR-COMMUNITY REDEV AGENCY
RECORDING 1 $42.00
IOTIlL: $42. vi)
CHECK AnT.TtNDERED: $42.00
CHANGE: $.VV
# 106566.1
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PIN.AS COUNTY FLA.
OFF.RE K 979l PG 1621
Composite Exhibit "A"
PINELLAS COUNTY FLA.
OFF.REC.BK 9801 PG 484
LEGAL DESCRIPTION
Bottom two floors of the Parking Garage
transferred from Community Redevelopment
Agency of the City of Clearwater, Florida to
Atrium at Clearwater, Limited, in that certain
Special Warranty Deed recorded in O.R. Book
q '19 ~ ,Page , 10 II , Public Records of
Pinellas County, Florida, being more particularly
described as follows:
Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1
and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and
Plat Book 3, Page 43 of the Public Records of Pinellas County, Florida, being more
particularly described as follows:
From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence
N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park
Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face
of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving
said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension
thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W,
along the South face of the four level concrete parking garage and its Westerly extension
thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way~ thence
N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park
Street; thence 889045'53"E, along said South right-of-way, 190.93 feet to the POINT OF
BEGINNING.
Containing 44,157 square feet, or 1.014 acres, MORE OR LESS.
Less and except all the air rights previously granted to Atrium at Clearwater, Limited in
that certain Special Warranty Deed given by Community Redevelopment Agency of the
City of Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book
8515, Page 174, Public Records of Pinellas County, Florida, and the air rights previously
granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City
of Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R.
Book 8515, Page 168, Public Records of Pinellas County, Florida.
~
.
PINELL.COUNTY FLA.
OFF.REC.B. ~2 PC 1622
Composite Exhibit "A" (continued)
LEGAL DESCRIPTION
PINELLAS COUNT~GFL~85
OFF.REC.BK 9801
Third and fourth floors of the Parking Garage
transferred from City of Clearwater, Florida, to
Atrium at Clearwater, Limited, in that certain
Special Warranty Deed recorded on December 27,
1993 in O.R. Book 8515, Page 168, Public
Records of Pinellas County, Florida, being more
particularly described as follows:
All those volumes of air space situate in the City of Clearwater, Pinellas County, Florida,
containing the third and fourth floors of a parking garage structure and the ramp leading
from the second floor to the third floor thereof, as described in Parcels I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6," MAGNOLIA PARK
SUBDIVISION, as recorded in Plat Book 1, page 70, Public Records of Hillsborough County,
Florida, of which Pinellas County was formerly a part, of the Public Records of Pinellas
County, Florida, as a point of reference; thence North 89045'53" West, along the Southerly
right-of-way of Park Street (Park Avenue - Plat) (a 60 foot right-of-way) 218.94 feet;
thence South 00014'07" West, 15.00 feet to a point on the face of a precast concrete wall,
said point being the Point of Beginning; thence continue along the face of said wall South
89045'53" East, 189.21 feet; thence South 00014'07 West, 206.42 feet; thence North
89045'53" West, 94.38 feet to Point "A" for convenience; thence North 89045'53" West,
94.83 feet to the intersection of the face of said precast concrete wall and the face of a
masonry wall; thence North 00014'07" East, 206.42 feet to the Point of Beginning.
The lowest limits of said air space being the bottom of the support beams for the third
floor of the parking garage at the lowest levels of said beams, having an elevation of 43.71
feet. The upper limits of said airspace being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea Level - 0.00.
PARCEL II:
Commence at the aforedescribed Point "A" as a point of reference; thence North 00014'07"
East, 184.21 feet to the Point of Beginning of a 63.00 foot strip being 31.50 feet on each
side of the following described line; thence South 00014'07" West, 162.0 feet to the Point
of Termination.
The lower limits of said air space being an inclined plane along the bottom of the support
beams for the ramp leading from the second to third floors of the parking garage. The
lower point of which is the Point of Beginning having an elevation of 35.71 feet, the upper
point of which is the Southerly boundary thereof having an elevation of 43.71 feet.
The upper limits of said air space being the lower limits of Parcel No. I above described.
-2-
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.
PI~AS COUNTY FLA.
OFF.R~BK g992 pr- 1~2]
Composite Exhibit "A" (continued)
LEGAL DESCRIPTION
PINELLAS COUNTY FLA.
OFF.REC.BK 9801 PG 486
Airspace above the fourth floor of the Parking
Garage transferred from City of Clearwater,
Florida, to Atrium at Clearwater, Limited, in
that certain Special Warranty Deed recorded on
December 27, 1993 in O.R. Book 8515, Page 174,
Public Records of Pinellas County, Florida'ring
more particularly described as follows:
ALL THAT AIR SPACE OVER AND ABOVE THE FOLLOWING DESCRIBED PROPERTY:
All those volumes of air space situate in the City of Clearwater, Pinellas County, Florida,
containing the third and fourth floors of a parking garage structure and the ramp leading
from the second floor to the third floor thereof, as described in Parcels I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6," MAGNOLIA PARK
SUBDIVISION, as recorded in Plat Book 1, page 70, Public Records of Hillsborough County,
Florida, of which Pinellas County was formerly a part, of the Public Records of Pinellas
County, Florida, as a point of reference; thence North 89045'53" West, along the Southerly
right-of-way of Park Street (Park Avenue - Plat) (a 60 foot right-of-way) 218.94 feet;
thence South 00014'07" West, 15.00 feet to a point on the face of a precast concrete wall,
said point being the Point of Beginning; thence continue along the face of said wall South
89045'53" East, 189.21 feet; thence South 00014'07 West, 206.42 feet; thence North
89045'53" West, 94.38 feet to Point "A" for convenience; thence North 89045'53" West,
94.83 feet to the intersection of the face of said precast concrete wall and the face of a
masonry wall; thence North 00014'07" East, 206.42 feet to the Point of Beginning.
The lowest limits of said air space being the bottom of the support beams for the third
floor of the parking garage at the lowest levels of said beams, having an elevation of 43.71
feet. The upper limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea Level - 0.00.
PARCEL D:
Commence at the aforedescribed Point "A" as a point of reference; thence North 00014'07"
East, 184.21 feet to the Point of Beginning of a 63.00 foot strip being 31.50 feet on each
side of the following described line; thence South 00014'07" West, 162.0 feet to the Point
of Termination.
The lower limits of said air space being an inclined plane along the bottom of the support
beams for the ramp leading from the second to third floors of the parking garage. The
lower point of which is the Point of Beginning having an elevation of 35.71 feet, the upper
point of which is the Southerly boundary thereof having an elevation of 43.71 feet.
The upper limits of said air space being the lower limits of Parcel No. I above described.
#107117.1
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GENERAL ASSIGNMENT
.;; SF- ..--r I
This Assignment, made this ~ day of ~, 1997, by CITY OF
CLEARWATER, FLORIDA ("City") and COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF CLEARWATER, FLORIDA ("CRA") (collectively referred to as "Assignor") to and
for the benefit of ATRIUM AT CLEARWATER, LIMITED, a Florida limited partnership
("Assignee");
WHEREAS, on even date herewith, Assignee has purchased from CRA the remaining
portion of that certain parking garage more particularly described on Exhibit "A" attached
hereto and incorporated herein by this reference (the "Parking Garage"); and
WHEREAS, City has entered into monthly parking space rental agreements
("Licenses") for spaces within the Parking Garage with various individuals and companies
("Card Holders"), as more particularly described on Exhibit "B" attached hereto and
incorporated herein; and
WHEREAS, as a condition of the sale and purchase of the Garage, Assignor has
agreed, among other agreements, to assign to Assignee all of the rights and obligations of
Assignor in connection with the Licenses to the extent such rights and obligations exist and
are assignable;
NOW, THEREFORE, as an inducement to Assignee to purchase the Property and for
other good and valuable considerations, the receipt and adequacy of which are hereby
acknowledged, Assignor hereby assigns unto Assignee, its successors and assigns, all of the
right, title and interest of Assignor in and to the Licenses in connection with the ownership
and operation of the Parking Garage, to the extent such rights and obligations exist and to
the extent that such rights are assignable.
Assignor represents and warrants that it has made no other assignment of any of its
rights as described hereinabove to any other person or entity and that it has done no act,
nor failed to do any act, which might prevent Assignee from exercising any of the rights,
powers and privileges under such Licenses which may exist in connection with the Parking
Garage.
This Assignment shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, successors, personal representatives, and assigns.
Assignor also assigns and transfers to Assignee (as reflected on the closing statement
of even date herewith) any and all deposits from the Card Holders and Assignee agrees to
hold said deposits in accordance with the Licenses and further agrees to indemnify Assignor
for any claims to the depoists made after closing by any Card Holder against Assignor.
This Assignment shall be governed by and construed in all respects under the laws
of the State of Florida.
.
.
IN WITNESS WHEREOF, the Assignor has caused this Assignment to be executed and
sealed in its name by authority duly given, as of the day and year first above written.
"CRA"
Community Redevelopment Agency of the
City of Clearwater, Florida
By: 1<{u.e+J Sz.J......
Karen Seel, Vice Chairman
Approved as to form:
fi:;l~ K~n, City Attorney
Attest:
CITY OF CLEARWATER, a municipal
corporation
By:
By:
Michael J. Roberto, City Manager
(\ - '[ li ,.~: .
By: ~~ .' /~
~(fthia E. Goudeau, CitrClerk
Approved as to form and correctness:
By:
City Attorney
"ATRIUM"
Atrium at Clearwater Limited, a Florida
limited partnership
By:
#107045.1
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Exhibit "A"
LEGAL DESCRIPTION
Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1
and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and
Plat Book 3, Page 43 of the Public Records of Pinellas County, Florida, being more
particularly described as follows:
From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence
N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park
Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face
of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving
said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension
thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W,
along the South face of the four level concrete parking garage and its Westerly extension
thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way; thence
N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park
Street; thence S89045'53"E, along said South right-of-way, 190.93 feet to the POINT OF
BEGINNING.
Containing 44,157 square feet, or 1.014 acres, MORE OR LESS.
Together with all the air rights previously granted to Atrium at Clearwater, Limited in that
certain Special Warranty Deed given by Community Redevelopment Agency of the City of
Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book 8515,
Page 174, Public Records of Pinellas County, Florida, and the air rights previously granted
to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City of
Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R.
Book 8515, Page 168, Public Records of Pinellas County, Florida.
#106885.1
. .
EXHIBIT "B"
1996 - '97 PARK ST. GARAGE CARDHOLDERS
CARD START
1/ NAME COMPANY DATE
79 Seltzer, Richard Self 11/1/86 Total 1/ of Vehicles 126
131 Delano, Nancy Scientology 10/95 Total 1/ of City Vehicles :..6..Q
227 CITY VEHICLE 05/96 Total' Cardholders 66
245 Gotsis, Emmanuel Manos Bar 07/93 Total Amt. Card Deposits . 330.00
267 Garrett. Elizabeth C.P.D. 01/96 (66 X $5.00)
289 CITY VEHICLE 05/96
I
290 DeMint, Richard Loyal Loan '2/95
340 Spinney, Constanc C.P.D, 10/10/96
376 Wombacher, Lucette City 05/96
381 Garriott, Kevin City 05/96
407 CITY VEHICLE 05/96
427 CITY VEHICLE 05/96
434 CITY VEH ICLE 05/96
444 Martel, Joan CPD 08/95
553 CITY VEHICLE 05/96
609 CITY VEHICLE 05/96
626 CITY VEHICLE 05/96
645 CITY VEHICLE 05/96
651 CITY VEHICLE 05/96
, 652 CITY VEHICLE 05/96
661 CITY VEHICLE 05/96
663 CITY VEHICLE 05/96
668 CITY VEHICLE 05/96
675 CITY VEHICLE 5/1/96
680 CITY VEHICLE 05/96
685 CITY VEHICLE 5/1/96
691 CITY VEHICLE 05/96
735 CITY VEHICLE 05/96
739 Henry, Cindy Loyal Loan 04/94
742 Henry, Patrick Loyal Loan 07/94
743 Limardi, Henry Dean Witter 07/92
747 Skinner, Norma 05/96
751 CITY VEHICLE 05/96
781 CITY VEHICLE 05/96
787 Marshall, James C.P.D. 6/30/96
796 CITY VEHICLE 05/96
804 CITY VEH ICLE 05/96
812 CITY VEHICLE 05/96
814 CITY VEHICLE 05/96
816 CITY VEHICLE 05/96
Page 1
.
821 CITY VEHICLE 05/96
852 Scherbarth, Carol County 03/95
856 CITY VEHICLE 05/96
864 CITY VEHICLE 05/96
868 CITY VEHICLE 05/96
871 CITY VEHICLE 05/96
873 CITY VEHICLE 05/96
878 CITY VEHICLE 05/96
885 Wolochowicz, Din County 01/92
894 Boteler, Carol C.P.D. 7/16/97
895 CITY VEHICLE 05/96
898 CITY VEHICLE 05/96
901 CITY VEHICLE 05/96
902 CITY VEHICLE 05/96
903 CITY VEHICLE 05/96
904 CITY VEHICLE 05/96
905 Thomas, Meredith Scientology 6/19/97
907 Brouzek, Chris Steinman 12/1/96
908 Young, Marilyn City , 0/8/96
909 Keenan, Christina CPO 12/6/96
910 CITY VEHICLE 4/1/97
911 Mitchell, Anthony Lennarl 2/1/97
912 Norbom, Herb lennar/ 2/1/97
913 McNutt, Linda Lennarl 2/1 /97
914 Ludeen, Phil Lennarl 2/1 /97
915 Naylor. Paul Nntl. Asses 2/1/97
916 Wilhelm, Susan Nntl. Asses 2/1/97
917 Hull, Donald Loyal Loan 1/27/97
920 Glatthorn, Sandy City 7/1/96
921 CITY VEHICLE 1/ 1 /97
923 Thomas. Scot Allied Business 8/1/96
924 Phillips, John Reliable Temp, 8/1 /96
925 Propheter, Henry C.P.D. 8/1/96
926 CITY VEHICLE 9/1/96
927 CITY VEHICLE 1/1/97
928 O'Connell, Carol C.P.D. "/1/96
929 CITY VEHICLE 9/1/96
930 Ciokiewicz, Carole C.P.O. 6/16/97
931 Snider, Paula Morse & Ass. 9/12/96
932 CITY VEHICLE 6/1/97
934 Turcotte, Carol C.P.O. 9/16/96
935 CITY VEHICLE 5/1/96
936 Clark, Nina C.P.D. '0/1/96
937 HARRIS. CONNIE Art Express 6/11/97
Page 2
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939 Rooks, John City 05/96
940 CITY VEHICLE 6/1/97
941 Gilsdorf, Ann City 05/96
942 Martens, Cory City 05/96
945 legters III, Neil City 05/96
947 CITY VEHICLE 05/96
948 CITY VEHICLE 5/1/96
949 CITY VEHICLE 5/1/97
961 Van Duyne, Bob City 3/12/97
962 Fudens, Garth Allied Business 5/10/95
963 Perkins, Bob City 6/1/96
964 CITY VEHICLE
965 CITY VEHICLE
969 Sneed, Daniel County Utility 5/6/97
970 Menke, Russell County Utility 5/6/97
971 Morrell, Eric Allied ". 6/96
972 Morrow, Pat County Utility 5/7/97
973 Plennert, Peggy C.P.D. 1/22/97
974 Szeklinski, Debbie Dvornik/Hunt 6/1/96
975 Crabb, Danielle Dvornik/Hunt 6/1/96
976 Reifer, Lisa Ovornik/Hunt 6/1/96
981 Perry, Nancy Nall. Asses 2/1/97
982 Futch, Glenn Natl. Asses 2/1/97
983 Nall. Asses 2/1/97
984 Lebedz. Donna Natl. Asses 2/1/97
985 Cohen, Gayle Natl. Asses 2/1/97
987 Hochman, Doris Natl. Asses 2/1/97
988 Wilcox, Lois Natl. Asses 2/1/97
989 Talbot, Jeanne Nall. Asses 2/1/97
991 Patterson, Joanna Natl. Asses 2/1/97
992 Pantoja, Elena Nat!. Asses 2/1/97
993 Oliva, Rita Natl. Asses 2/1/97
994 Atkinson, Lisa Natl. Asses 2/1/97
995 Sanderson, Dorothy Natl. Asses 2/1/97
998 CITY VEHICLE G/l/97
1080 CITY VEHICLE May-96
1081 CITY VEHICLE May-96
1082 CITY VEHICLE May-96
1083 CITY VEHICLE May-96
1081 CITY VEHICLE May-96
1085 CITY VEHICLE May-96
1086 CITY VEHICLE May-96
Page 3
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LOT PARTITION AGREEMENT
THIS AGREEMENT (the "Agreement") made and entered into this :2 , ~ay of
-::TvfJ ,1997, by and between the CITY OF CLEARWATER, FLORIDA, a municipal
corporation ("City"), COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
CLEARWATER, FLORIDA ("CRA") and ATRIUM AT CLEARWATER, LTD, a Florida
Limited Partnership ("Atrium").
WIT N E SSE T H:
WHEREAS, simultaneous herewith CRA is selling to Atrium, and Atrium is buying
from CRA, the bottom two floors of the Park Street Parking Garage, and the land
underneath, legally described on Exhibit "A" attached hereto ("Garage Parcel"); and
WHEREAS, the CRA is retaining that certain real property on the South and East
side of the Garage, legally described on Exhibit "B" attached hereto ("31-space parceI); and
WHEREAS, the City's Code provides that certain lot divisions or replating must be
administratively approved; and
WHEREAS, due to the time frame of the closing of the purchase and sale referenced
above, the parties hereto are unable to complete the lot division/replat process prior to the
closing.
NOW THEREFORE, in consideration of the mutual agreements and covenants
contained herein and for other valuable consideration, receipt of which is hereby
acknowledged, it is mutually agreed between the parties as follows:
AGREEMENT
1. . The above recitals are true and accurate and are incorporated herein by this
reference.
2. All parties agree to cooperate with each other to complete the lot
division/replat approval process as soon after closing as is reasonably practicable. Such
cooperation will include execution of any and all documents reasonably necessary to obtain
the proper lot division/replat approvals.
iJf
.
.
IN WITNESS WHEREOF the parties have executed this Agreement this
31 ~ day
of
.Tuly
, 1997.
ATRIUM AT CLEARWATER, LTD,
a Florida limited partnership
CITY OF CLEARWATER, a municipal
corporation
By:
\;.
By:
Atrium at Clearwater, Inc.
a Florida corporation, its sole
general partner
By:
"
Michael J. Roberto, City Man~er
y \ I( -y' -
~-L-..
C thia E. Gou51eau, City Clerk
. . r .
By:
Approved as to form and cQrrectness:
By: -f!- k4 '
- arnela kin, City Attorney
Community Redevelopment Agency of the
City of Clearwater, Florida
By: ~AJVVl ~
Karen Seel, Vice Chairman
Attest:
AP7i~as ~rm: ,. .,
Pamela K. Ak n, City Attorney
# 1 07222.1
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BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a Florida governmental agency
created pursuant to Part III, Chapter 163, F.S. ("CRA"), for good and valuable consideration
the receipt of which is hereby acknowledged, has granted, bargained, sold, transferred and
delivered, and by these presents does grant, bargain, sell, transfer, and deliver to ATRIUM
AT CLEARWATER, LIMITED, a Florida limited partnership ("Purchaser"), all right, title
and interest in and to the Property described on Exhibit "A" attached hereto and
incorporated herein by this reference (the "Equipment"), to have and hold the same unto
Purchaser and its assigns forever.
CRA covenants to and with Purchaser, that CRA is the lawful owner of the
Equipment and that CRA has good right and title to sell the Equipment to Purchaser;
provided, however, that the Equipment is sold in "AS IS" condition with no representations
or warranties except as provided above.
IN WITNESS WHEREOF, CRA has executed this Bill of Sale this 3/ day of July,
1997.
"CRA"
Communi ty Redevelopment Agency of the
City of Clearwater, Florida
By: ~.<-QAJ 5..ul
a en Seel, Vice Chairman
Approved as to form:
Jd f. A{ City Attorney
Attest:
, '<:..-.
ia E. Goudeau, City Clerk
.
.
Exhibit "A"
FEDERAL ADP COMPUTERIZED REVENUE CONTROL EOUIPMENT
1 Auditor 2 Fee Computer
2 Passport Plus Cardreaders
1 Passport Plus Programmer
1 I/O Communication Isolator
1 Ticket Dispenser
2 Automatic Gates (#G-90)
1 Differential Counter
1 Auditor 2 Printer
1 Passport Plus Printer
Together with the existing software relating to the above equipment.
This instrument was prepar.
by and should be returned to. "
Thomas N. Henderson, Ill, Esq.
Hill, Ward & Henderson, P.A.
Suite 3700, Barnett Plaza
101 East KeMedy BouJevard
Tampa, Florida 33602
.
MORTGAGE SPREADER
LOAN NUMBER D-7~13S3
TIllS MORTG?GE SPREADER (the "Mortgage Spreader") is made and entered into to be
effective as of the ~ day ofJuly, 1997, by ATRIUM A T CLEARWATER, LIMITED, a Florida
limited partnership, having a principal place of business at 1601 Forum Place, Suite 805, West Palm
Beach, Florida 33401 (herein called "Mortgagor"), in favor of PRlNCIPAL MUTUAL LIFE
INSURANCE COl\1P ANY, an Iowa corporation, having its principal place of business and post
office address at 711 ffigh Street, Des Moines, Iowa 50392 (herein called "Mortgagee").
--
---
~ I.I ~ 5 S.s. E I H:
WHEREAS, the Mortgagee and the Mortgagor heretofore entered into a loan transaction
(hereinafter referred to as the "Loan") wherein the Mortgagee loaned to [he Mortgagor the original
principal amount of Two Million Nine Hundred Fifty Thousand and No/100ths Dollars
($2,950,000.00) as evidenced by (i) a Secured Promissory Note No.1 dated November 13, 1996, in
the original principal amount of Two Mimon Four Hundred Thirty Thousand Eight Hundred and
Noll OOths Dollars ($2,430,800.00) (hereinafter referred to as "Note No. I "), and (ii) a Secured
Promissory Note No.2 dated November 13, 1996, in the original principal amount of Five Hundred
Nrneteen Thousand Two Hundred and Noll OOths Dollars ($5 I 9,200.00) (hereinafter referred to as
"Note No.2") (Note No.1 and Note No.2 shall hereinafter be collectively referred to as the
"Notes"); and
NO ADDITIONAL DOCUMENTARY STAMP TAXES OR INTANGIBLE
TAXES ARE OWED ON THIS INSTRU1\1ENT INASMUCH AS
DOCUMENTARY STAMP TAXES AND INTANGmLE TAXES TO BE PAID
ON THE INDEBTEDNESS EVIDENCED BY THE $2,430,800.00 SECURED
PROMISSORY NOTE NO. I AND THE $519,200.00 SECURED
PROMISSORY NOTE NO.2 HAVE BEEN PAID AND AFFIXED TO THAT
CERTAIN MORTGAGE AND SECURITY AGREE1\1ENT EXECUTED BY
THE MORTGAGOR AND RECORDED IN OFFICIAL RECORDS BOOK
9531, AT PAGE 292, OF THE PUBUC RECORDS OF PlNELLAS COUNTY,
FLORIDA, WHICH CREATED THE LIEN SPREAD BY THIS
INSTRtJMENT.
,\0~
WHEREAS, to secuAe Notes, the Mortgagor executed and eered to the Mortgagee
(i) a Mortgage and Security ~ent dated November 13, 1996, and recorded in Official Records
Book 9531, at Page 292, of the Public Records of Pine lIas County, Florida (herdnafter referred to
as the "Mortgage"); (ii) an Assignment of Leases and Rents dated as of November 13, 1996, and
recorded in Official Records Book 9531, at Page 332, of the Public Records of Pinellas County,
Florida (hereinafter referred to as the "Assignment of Leases"); (ill) a UCC-l Financing Statement
recorded in Official Records Book 9531, at Page 342, of the Public Records of Pinellas County,
Florida; and (iv) a UCC-l Financing Statement filed with the Secretary of State of the State of Florida
bearing file number 960000245176-1 (the foregoing security instruments, as renewed and modified
rrom time to time, may be colJectively referred to hereinafter as the "Loan Documents"); and
WHEREAS, the Mortgagor desires to induce the Mortgagee to enter into this Mongagc
Spreader in order to renew and modify certain terms and provisions of the Mortgage; and
WHEREAS, the Mortgagor acknowledges that the execution of this Mortgage Spreader
confers a real and substantial benefit upon it and timher acknowledges that this Mortgage Spreader
is supported by good and valuable consideration.
NOW, TIiEREFORE, in consideration of the foregoing, the sum of Ten and No/lOOths
DolJars (SlO.00), the recitals hereinabove set forth which are an integral part of this Mortgage
Spreader and not mere recitals hereto, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Mortgagor agrees as follows:
1. ~ecitals, The foregoing recitals are true and correct and are incorporated by reference
herein. UnI~s otherwise described herein, all capitalized terms contained herein shall have the same
meaning and definition as ascribed to them in the Mortgage.
2. Spreader ofMortgag~. The lien and encumbrance of the Mortgage shall be and the
same is hereby spread to encumber that certain real property lying and situate in Pinellas COUnty,
Florida, and more particularly described on Exhibit A attached hereto and incorporated by reference
herein (the "Additional Premises"). It is agreed that, by virtue of this Mortgage Spread~r, Mortgagor
hereby grants, bargains, sells, aliens, remises, releases, conveys, assigns, transfers, mortgages,
hypothecates, pledges, delivers, sets over, warrants and confirms unto the Mortgagee, its successors
and assigns forever, a lien upon, and a security interest in, the Additional Premises for the purpose
of additionally securing the Notes.
All references in the Mortgage to the "Premises" shall refer to the Premises described in the
Mortgage together with the Additional Premises described on Exhibit ~.
3. Modification of Assignment of Leases and Other Documents. The Mortgagor
acknowledges and agrees that all references in the Assigrunent of Leases and the other Loan
Documents to the "Premises" shall be and the same are hereby deemed to refer to the Premises
described in the Mortgage together with the Additional Premises described on Exhibit A
All references to the "Assigrnnent of Leases" contained herein or in the Notes or in any other
Loan Documents shall be deemed to refer to the Assignment of Leases, as herein modified
- 2 -
~A~\
4. ~. The Mortgagor ratifies and coAs the lien and security
interest of the Mortgage upon or in any and all property, real, personal, or mixed, tangible Or
intangible, now encumbered by the Mortgage, including, but not limited to, the Premises and all
improvements located thereon. The Mortgagor further ratifies and confirms the lien in effecl of the
Assignment of Leases and the other Loan Documents, as modified hereby.
5. RatificatiQD. The Mortgagor ratifies and affirms the lien and security interest of the
Mortgage upon or in any and al] propeny, real, personal, or mixed, tangible or intangible, now
encumbered by the Mortgage, and grants to the Mortgagee the benefit of a lien upon and security
interest in all such property, as security for the indebtedness as evidenced by the Notes all with the
same force and effect as if the provisions of this document originally had been incorporated into the
Notes and the Mortgage. The foregoing grant is a supplemental further assurance of title as nothing
contained in this document alters, discharges or impairs the lien and security interest of the Mortgage,
or their respective priorities. Except as herein modified and amended, the tenns and conditions of
the Notes, the Loan Documents, and all of the documents recited herein or executed with respect to
the foregoing are hereby ratified and aftirmed and will remain in full force and effect.
6. Acknowled2lllent of Deht. The Mortgagor acknowledges by its execution hereof that,
as of the date hereof, (A) all principal and interest evidenced by the Notes to the date of this
Mortgage Spreader are unconditionally due and owing to the Mortgagee as provided in the Notes
and that the Mortgagor has no actions, defenses, demands and/or claims of set-off or deduction
whatsoever, against (i) the Mortgagee, (ii) the indebtedness evidenced by the NOles and owed to the
Mortgagee or (w) the Loan Documents, and (B) the Mortgagee has in no way defaulted or performed
any act or omission under the Notes or the Loan Documents or any other agreements between or
among the Mortgagor and the Mortgagee which would or could give rise to any action or actions,
cause or causes of actions, suits, debts. sums of money, damages, claims, costs, expenses and/or
demands whatsoever, in law or in equity or otherwise, by the Mortgagor against the Mortgagee.
7. DYe Authorization The Mortgagor hereby represents and warrants to the Mortgagee
that the execution and delivery of this Mortgage Spreader and all other documents executed in
connection herewith have been authorized by all necessary partnership action required pursuant to
the partnership agreements of the Mortgagor and that the same constitute valid and binding
obligations of the Mortgagor, fully enforceable against the Mortgagor in accordance with their tenns.
8. No Novation. It is the intent of the parties that this Mortgage Spreader shall not
constitute a novation and will in no way adversely affect the lien priority of any of the Loan
Documents.
9. No Waiver by the Mortgagee. Nothing set forth in this Mortgage Spreader shall be
construed or deemed to release or discharge any rights or remedies that the Mortgagee heretofore
had, may now have or may hereafter acquire against any guarantor, surety endorser, co-debtor or any
other person other than the Mortgagor on notes or otherwise who is now or may hereafter become
liable to the Mortgagee upon any debt affected by this Mortgage Spreader.
- 3 -
'J'\
10. AcknowJed.iAt of Tenus. The Mortgagor repreA and warrants to the
Mortgagee that: (i) it h~orouihly read and reviewed the tennTand provisions of this
Mortgage Spreader, and the tenns and provisions arc cleaTJy understood and have been fully
and unconditionally consented to by it; (ii) it has had a full and complete opportunity for advice of
counsel of its own selection in regard to understanding the tenns, meaning and effect of this
MOJtgage Spreader; (iii) it has freely and voluntarily executed this Mortgage Spreader with full
knowledge of the consequences thereof and without duress or undue influence; (iv) it has not relied
on representations, either written or oral, express or implied, made to it by the Mortgagee or an
attorney or agent acting on behalf of the Mortgagee, except as expressly set forth in this Mortgage
Spreader, (v) it is a commercially sophisticated borrower with substantial experience in dealing in the
financial marketplace; and (vi) it has received actual and adequate consideration to support this
Mortgage Spreader.
11. Miscellaneous. &cept as herein specifically renewed and modified, the terms,
covenants and conditions of the Notes and the Loan Documents shaH remain in full force and effect
without any further modifications. Nothing contained herein shall in any way impair the Notes, the
Mortgage or any other Loan Documents which evidence or secure the LoKn, nor alter, waive, annul,
vary or effect any provision, condition or covenant therein contained (except as herein expressly
provided) nor affect nor impair any right~ powers or remedies under the Notes, the Mortgage or any
other Loan Documents now or hereafter held by the Mortgagee, it being the intent of the parties
hereto that all of the tenns and provisions of the Notes, the Mortgage and all of the other Loan
Documents shall continue in fun force and effect except as expressly modified hereby or by any other
instrument executed by and between the parties hereto. In the event of a conflict between the terms
of the Notes, the Mortgage, any other Loan Documents 8lld the tenns of this Mortgage Spreader,
the terms oftrus Mortgage Spreader shaH prevail.
This Mortgage Spreader shall be governed and construed in accordance with the laws of the
State ofFIorida or applicable federal Jaws, if the Mortgagee shalJ elect the benefit thereof Tn case
anyone or more of the provisions contained in this Mortgage Spreader shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall
not affect any other provision hereof, and this Mortgage Spreader shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein. As used herein, the neuter
gender shall include the masculine and feminine senders, and vice versa, and the singular number
includes the plural, and vice versa, as the context demands.
12. DefinitiQW. Unless otherwise defined h~ein, capitalized terms shall have the meanings
and definitions set forth in the Notes and the Loan Documents.
13. Bindini Effect. This Mortgage Spreader shall be binding upon and shall inure to the
benefit of the parties hereto and their heirs, personal representatives, successors and assigns.
- ~ -
Vl\
FROM HILL WARD HEKDERSON
(WED) 7. 30' 97 ; 6:; :/8j, : 6: 06/NO, 4LbOL~4j(b r j]
.
.
IN WITNESS WHEREOF, tbe Mortgagor has caused this Mortgage Spreader to be duly
executed and delivered as of the date:first above written.
Signed, sealed and delivered
in the presence of:
ATRIUM AT CLEARWATER, LIMITED,
a Florida limited partnership
By its general partner:
N~n~
(print or Type Name)
U~~~
N a:6r( Da /Z { r;,. It I/-Iny t! V
(Print or Type Name)
ATRIUM AT CLEARWATER,
INCORPORATED, a Florida corporation
(Corporate Seal)
STAlE OF it()RBih\ {j hiD
COUNTY OF ~
The foregoing instrument was acknowledged before me this 00 day of _ ~ _
1997, by Walter J. Mackey, Jr., as President of ATRIUM AT CLEARW ATER, IN~
8 Florida corporation, which corporation is general partner of ATRIUM AT CLEARWATER
LIMITED, a Florida limited partnership, on behalf of the corporation and limited partnership. He
is personally~own to me}r has produced as identification.
_~D eJ1- ~
No ary Public
.-
'r
L€e~r\ ~~
(Print, Type or Stamp Name)
My Commission Expires:
F:\WP6I\WOR.K\1MN'RINCIPA'MACXEY\8Jo~
lEE.4.NN PUTNAM
NOT'ARY PUBuc . S'T.6J'E OF OHIO
MY COMMtSSIOH EXPIRES JULY 29, 1998
- 5 -
~~v
FROM HiLL WARD H~ND~nSON
(WED) 7. 30' 97 : 6: 12/S~. : 6: 06/NO. 42601Y4Jld r 1 L
.
.
....
ExhIhlt "A.
T Jl't:<\L ... ~IPTII'W
Loa 1, 2, 3, 12, 13 8Dd 14 and vacated ra.Uraad ript-of-_ay 1)'1Aa Westerl7 ot Ale! Lou 1
aDd 14, all in Block "6," MAGNOLIA PARle, as f"!!ICaI"'ded in Plat 800k J. Pa,e 70, Public
Records or HUlabonnacb CouDty, F1orida, of wbJch PiDellu CoUDtT W&I formerJ7 .. pU"t, anci
Plat !look 3, Pap 43 of the PubUc RecardI 01 P1DeUu Cowrty, fl.m1cla. beiDg more
partic::ul8l'Jy deacribe4 as talloW&:
From the Non:be.ast COl'DeI" or laid Lot 3, Block 6, as . POINT Of' REF'EJU:NCf;; tbeJx:e
N!ge"5'S3"W. along the North liDe of laid Lot 3. alIo be1Dg the South right~r-_.y of Parle
Street, 30.01 feet, to. point of mtenec:t1on with the Northerly extension Df the east race
or die four lneJ. ClODCI'8t8 ParidII& garage aDd die POINT OF BEGINNING, rMftee Jeavlng
aaid North 11De or Lot 3, SOO.12'4.S"W, 810Dl uld East fat::e aDd lu Northerly extension
tben!oC 221.20 feet to the Southeast COrDer of .aid paritillg prase; tbenee N89..fS'39"W,
8loag tbe Soutb face of the (our level c::oacrete parId.ac prare &Dd 1u lister., e.xteDsIOD
tbcreof 208.32 feet to the Westerly llDe of a 60 foot TaCated Railroad ricbt-iJr-'W'aJ; tbeDce
NO'. 42/26"E, a1~ aald Westerly line, 221..86 feet to uid SoadI rlJbt-or-WlaY of Park
Sa-eet; tbenc::e SS9 45'S3"E, aJol1lla14 South riPt-oC-..", 190.93 leet to the POINT Of'
BEGINNING.
~t~rDiDE ~1S7 tquare tMt, ar 1.014 eaes, MORE OR LESS..
[Note: the abov~fl6cribed
property description iDcludes all. the air riehu previousq craated to Atrium at Clearwater, LlIniteclln
UUlt cenam :lPeCial Warnaty Deed 8lveQ by Community RedevelOpment 'A&e.ocy or the
City of C1earwBter, dated Dec:e.ulber 14, 1993, recon1e.d 012 December Z71 1993 111 O.R. Book
8$15, Page 17", Public Records of P1DeUu Couuty, FtorJda, and the ear ~bq prevloual"
granted to Atrium at CJe~, L1mJted in that cert-.ln Sped&! Wan-aDt)' Deed (1'01I1 City
01 C1eanvater, F1orida, dated NOTember 29, J893, recorded 011 Der-.-.n~ 27, 19931D OoR.
Book 851S. Pace 168, Public Records or P1DeU.. Co\mt.Y, Florida, VoIhicb property was descnbed
as part of tho PreaUse8 in the Mortgage aDd coatiaUM to be eucumbend by Mortgage.]
1'106885.1
Jl
JUL. -30' 97 (WED) 15: 18
MACKEY.MM VNTRS,
TEL:561-.9149
P 007
WRITTEN CONSENT OF THE SHAREHOLDERS AND DIRECTORS
OF ATRIUM A T CLEARWATER, INCORPORATED
IN LIEU
OF A SPECIAL MEETING
The undersigned, being all of the Shareholders and Directors of the above named
corporation, hereby take the following actions by written consent in lieu of a Special
Meeting of the Board of Directors and Shareholders:
RESOLVED, that Edward S. Williams, as Secretary/Treasurer of Atrium at
Clearwater, Incorporated, is hereby authorized and directed to sign the Closing
Statement, Spreader Agreement and any other document related to the closing
of the purchase,from ~e City of Clearwater, of a portion of the Atrium at
Clearwater Parking Garage.
~, C;;;irman
~~~er
/~~~
Dated: July 3D, 1997
.
.
AFFIDAVIT OF NO LIENS
ST ATE OF FLORIDA
COUNTY OF PINEL LAS
BEFORE ME, the undersigned Notary Public, personally appeared CITY OF
CLEARWATER, FLORIDA, a municipal corporation (hereinafter referred to as the "City"),
who, being first duly sworn as required by law, deposes and says:
1. The undersigned has personal knowledge of all matters set forth in this
Affidavit.
2. The City the owner of the fee simple title to the following described property
(the "Property"):
See Exhibit "A" attached hereto and incorporated herein by this
reference.
3. The Property is free and clear of all liens, encumbrances and claims of every
nature, except for those matters set forth on Exhibit "B" attached hereto and incorporated
herein by this reference.
4. That City has not allowed, nor does it have any knowledge of, any refuse
dumping or presence whatsoever on the Property, including, without limitation, any
hazardous waste, toxic materials, or other contaminants.
5. The City's title to and possession and enjoyment of the Property have been
open, notorious, peaceable, exclusive and undisturbed except as otherwise set forth herein.
6. Neither the City's title to nor possession of the Property have ever been
disputed or questioned nor is the City aware of any facts by reason of which the title to
or possession of the Property, or any part of it or any personal property located on it,
might be disputed or questioned or by reason of which any claim to the Property or any
portion of it or any personal property located on it might be adversely asserted except as
otherwise set forth herein.
7. No person or entity other than the City claims or is presently entitled to the
right to possession or is in possession of the Property and there are no tenancies, leases or
other occupancies.
.
.
8. There are no disputes concerning the location of the boundary lines of the
Property unless otherwise particularly set forth herein.
9. Except as otherwise herein stated, there are no outstanding or unpaid taxes
or assessments (pending or certified) or any unpaid or unsatisfied mortgages, claims of lien
or other matters that constitute or could constitute a lien or encumbrance against the
Property or any improvements on it or any part of it or against any personal property
located on it.
10. There are no security agreements, financing statements, title retention
contracts or personal property leases affecting any materials, fixtures, appliances,
furnishings or equipment placed on or installed in or on the Property or the improvements
located on it unless expressly set forth herein.
11. There are no actions, proceedings, judgments, bankruptcies, liens or
executions recorded among the Public Records of the county where the Property is located
or any other county in Florida or pending against the City in the courts of Florida or in any
other courts unless otherwise set forth herein.
12. No improvements or repairs have been made to the Property during the ninety
(90) day period immediately preceding the date of this Affidavit, and there are no unpaid
bills of any nature, either for labor or materials used in making improvements or repairs
on the Property, or for services of architects, surveyors or engineers incurred in connection
with Property unless otherwise expressly set forth herein.
13. Subsequent to the effective date of any title commitment or opinion issued
in connection with the closing necessitating this Affidavit, the undersigned individually (and
as the authorized agent of the City, if not the City) hereby agrees and represents that the
undersigned and the City will not execute any instrument, or do any act whatsoever, that
in any way would or may affect the title to the Property, including but not limited to,
mortgaging or conveying the Property or any interest in it or causing any liens to be
recorded against the Property or the City except for the execution of any mortgage or
other instrument required or expressly contemplated by the commitment or opinion.
-2-
.
.
14. No notice of commencement has been recorded affecting the Property unless
otherwise set forth herein.
15. This Affidavit is made to induce Atrium at Clearwater, Limited to purchase
the Property, and to induce Chicago Title Insurance Company to issue a title insurance
policy covering the Property.
16. This Affidavit is made and given by the undersigned with full knowledge of
applicable Florida laws regarding sworn affidavits and the penalties and liabilities resulting
from false statements and representations therein.
Signed, sealed and delivered
in the presence of:
CITY OF CLEARWATER, a municipal
corporation
'~vv..~ '1JJ, (Y"" orA .....'v{,
() .
Janis M. Przywara
(~,r,r:!."~~,Of w~~n~ .','
4f'Ul ,q-, ",~th ,-:b,
Kathleen E. Roberts
(Print name of witness)
By:
,
By:
~~ B..Joh Vice Mayor
Michael J. .Roberto, City ~a~ager
r~LL..~~
Cf thia E.-Goudeau, City Clerk
By:
Approved as to form and correctness:
By: !!Let At, City Attorney
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this _ day of
July ,1997,by J.B. Johnson, Jr., Vice Mayor ,Michaelj.Roberto,
City Manager, and Cynthia E. Goudeau, City Clerk, of City of Clearwater, Florida, a
municipal corporation, on behalf of the corporation. They are personally known to me or
have produced
(type of identification) as identification.
~ KATHLEEN E. ROBERTS
State of Ronda
, , f/.y Com.'Tl. Exp. July 31, 1999
Comm. t CC 47'2.077
t~,\JJ:L)(j;
Signatte of Person Taking Acknowledgment
K~rhlppn F Rnhprr~
Name of Acknowledger Typed, Printed or Stamped
(NOTARY SEAL)
Notary Public, State of Florida
Notarial Serial Number: CC47'1077
#106874.1
-3-
.
.
Exhibit "A"
LEGAL DESCRIPTION
Lots 8 and 9, Block 20, GOULD AND EWING'S FIRST AND SECOND ADDITION TO
CLEARWATER HARBOR, less and except the North 6 feet of Lots 8 and 9, as conveyed
to City of Clearwater as recorded in Deed Book 194, Page 471, for alley, and less road
right-of-way, according to the plat thereof, recorded in Plat Book 1, Page 52, Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part.
#106885.1
.
.
Exhibit "B"
Permitted Exceptions
1. The lien of the Taxes for the year 1997, which are not yet due and payable.
Parcel No. 16/29/15/32292/020/0080.
2. The lien of the Taxes for the year 1997, which are not yet due and payable.
Parcel No. 16/29/15/32292/020/0090.
.
.
AFFIDAVIT OF NO LIENS
STATE OF FLORIDA
COUNTY OF PINELLAS
BEFORE ME, the undersigned Notary Public, personally appeared COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA (hereinafter
referred to as the "CRA"), who, being first duly sworn as required by law, deposes and says:
1. The undersigned has personal knowledge of all matters set forth in this
Affidavit.
2. The CRA the owner of the fee simple title to the following described
property (the "Property"):
See Exhibit "A" attached hereto and incorporated herein by this
reference.
3. The Property is free and clear of all liens, encumbrances and claims of every
nature, except for those matters set forth on Exhibit "B" attached hereto and incorporated
herein by this reference.
4. That CRA has not allowed, nor does it have any knowledge of, any refuse
dumping or presence whatsoever on the Property, including, without limitation, any
hazardous waste, toxic materials, or other contaminants.
5. The CRA's title to and possession and enjoyment of the Property have been
open, notorious, peaceable, exclusive and undisturbed except as otherwise set forth herein.
6. Neither the CRA's title to nor possession of the Property have ever been
disputed or questioned nor is the CRA aware of any facts by reason of which the title to
or possession of the Property, or any part of it or any personal property located on it,
might be disputed or questioned or by reason of which any claim to the Property or any
portion of it or any personal property located on it might be adversely asserted except as
otherwise set forth herein.
7. No person or entity other than the CRA claims or is presently entitled to the
right to possession or is in possession of the Property and there are no tenancies, leases or
other occupancies, except parking licenses being assigned to Atrium.
.
.
8. There are no disputes concerning the location of the boundary lines of the
Property unless otherwise particularly set forth herein.
9. Except as otherwise herein stated, there are no outstanding or unpaid taxes
or assessments (pending or certified) or any unpaid or unsatisfied mortgages, claims of lien
or other matters that constitute or could constitute a lien or encumbrance against the
Property or any improvements on it or any part of it or against any personal property
located on it.
10. There are no security agreements, financing statements, title retention
contracts or personal property leases affecting any materials, fixtures, appliances,
furnishings or equipment placed on or installed in or on the Property or the improvements
located on it unless expressly set forth herein.
11. There are no actions, proceedings, judgments, bankruptcies, liens or
executions recorded among the Public Records of the county where the Property is located
or any other county in Florida or pending against the CRA in the courts of Florida or in any
other courts unless otherwise set forth herein.
12. No improvements or repairs have been made to the Property during the ninety
(90) day period immediately preceding the date of this Affidavit, and there are no unpaid
bills of any nature, either for labor or materials used in making improvements or repairs
on the Property, or for services of architects, surveyors or engineers incurred in connection
with Property unless otherwise expressly set forth herein.
13. Subsequent to the effective date of any title commitment or opinion issued
in connection with the closing necessitating this Affidavit, the undersigned individually (and
as the authorized agent of the CRA, if not the CRA) hereby agrees and represents that the
undersigned and the CRA will not execute any instrument, or do any act whatsoever, that
in any way would or may affect the title to the Property, including but not limited to,
mortgaging or conveying the Property or any interest in it or causing any liens to be
recorded against the Property or the CRA except for the execution of any mortgage or
other instrument required or expressly contemplated by the commitment or opinion.
-2-
.
.
14. No notice of commencement has been recorded affecting the Property unless
otherwise set forth herein.
15. This Affidavit is made to induce Atrium at Clearwater, Limited to purchase
the Property, and to induce Chicago Title Insurance Company to issue a title insurance
policy covering the Property.
16. This Affidavit is made and given by the undersigned with full knowledge of
applicable Florida laws regarding sworn affidavits and the penalties and liabilities resulting
from false statements and representations therein.
Signed, sealed and delivered
in the presence of:
"CRA"
\rt"\/l.-( '-
Community Redevelopment Agency of the
City of Clearwater, Florida
By: ~t1 u. I) 5::..c),
Kardn Seel, Vice Chairman
(Print name of witness)
Attest:
. C' i-j'" p'\
, r-. ....
\, i, ' .: I , . ~-
Ll.~..LL_.....- /~W~c J
athleen E. Roberts
(Print name of witness)
Apzti lfonn:
Pamela K. Akin, City Attorney
-'
ST ATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this day of
July , 1997, by Karen Seel, Vice Chairman , and Cynthia E. Goudeau,
City Clerk, of the Community Redevelopment Agency of the City of Clearwater, Florida,
on behalf of the said Community Redevelopment Agency of the City of Clearwater,
Florida, for the purposes herein expressed. They are personally known to me or have
produced Florida drivers licenses as identification.
~" -:D~l ,/1
~ I ,. ." ... -' ~ "
(t:*-t._..L~""""-.- C.... -.I:.- < -~
Signatpre of Person Taking Acknowledgment
~~"&~
iA.'"
KAT!-!LEEN E. ROBERTS
State of Florida
~Com"TL Exp. July 31. 1.
Conm. 'CC 472(fT7
KR~hlppn E. Roberts
Name of Acknowledger Typed, Printed or Stamped
(NOTARY SEAL)
Notary Public, State of Florida
Notarial Serial Number: r.r.4 7? 077
#106876.1
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Exhibit "A"
LEGAL DESCRIPTION
Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1
and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and
Plat Book 3, Page 43 of the Public Records of Pinellas County, Florida, being more
particularly described as follows:
From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence
N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park
Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face
of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving
said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension
thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W,
along the South face of the four level concrete parking garage and its Westerly extension
thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way; thence
N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park
Street; thence S89045'53"E, along said South right-of-way, 190.93 feet to the POINT OF
BEGINNING.
Containing 44,157 square feet, or 1.014 acres, MORE OR LESS.
LESS and except all the air rights previously granted to Atrium at Clearwater, Limited in
that certain Special Warranty Deed given by Community Redevelopment Agency of the
City of Clearwater, dated December 14,1993, recorded on December 27,1993 in O.R. Book
8515, Page 174, Public Records of Pinellas County, Florida, and the air rights previously
granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City
of Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R.
Book 8515, Page 168, Public Records of Pinellas County, Florida.
# 106885.1
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Exhibit "B"
Permitted Exceptions
1. The lien of the Taxes for the year 1997, which are not yet due and payable.
Parcel No. 15/29/15/54450/006/0010.
2. Rights of Florida Power Corporation pursuant to instrument recorded in OR Book
6064, Page 447, Public Records of Pinellas County, Florida.
3. The terms and conditions of the Development Agreement recorded in OR Book 5868,
Page 1530, and amendment in OR Book 5868, Page 1543, and Assignment and
Assumption thereof as recorded in OR Book 6664, Page 823, and Consent to
Assignment and Assumption of Municipal Agreements recorded in OR Book 6809,
Page 250 and OR Book 7371, Page 506, O.R. Book 8515, Page 257, Public Records
of Pinellas County, Florida.
4. Rights of parties now in possession under any unrecorded leases.
5. Terms and provisions of all agreements and franchises pertaining to the cost,
installation, operation, and maintenance of gas, water and/or sewer facilities.
6. Special Warranty Deed as recorded in OR Book 8515, Page 174, Public Records of
Pinellas County, Florida.
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MORTGAGOR 's AFFIDAVIT OF NO LIENS
STATE OF 011/0
COUNTY OF r=:-'~APK(..IN
BEFORE ME, the undersigned Notary Public, personally appeared ATRIUM AT
CLEARWATER, LIMITED, a Florida limited partnership (hereinafter referred to as the
"Atrium"), who, being first duly sworn as required by law, deposes and says:
1. The undersigned has personal knowledge of all matters set forth in this
Affidavit.
2. The Atrium the owner of the fee simple title to the following described
property (the "Property"):
See Exhibit "A" attached hereto and incorporated herein by this
reference.
3. The Property is free and clear of all liens, encumbrances and claims of every
nature, except for those matters set forth on that certain Mortgagee Title Insurance Policy
issued by Chicago Title Insurance Company, File No. TR209601814.
4. That Atrium has not allowed, nor does it have any knowledge of, any refuse
dumping or presence whatsoever on the Property, including, without limitation, any
hazardous waste, toxic materials, or other contaminants.
5. The Atrium's title to and possession and enjoyment of the Property have been
open, notorious, peaceable, exclusive and undisturbed except as otherwise set forth herein.
6. Neither the Atrium's title to nor possession of the Property have ever been
disputed or questioned nor is the Atrium aware of any facts by reason of which the title
to or possession of the Property, or any part of it or any personal property located on it,
might be disputed or questioned or by reason of which any claim to the Property or any
portion of it or any personal property located on it might be adversely asserted except as
otherwise set forth herein.
7. No person or entity other than the Atrium claims or is presently entitled to
the right to possession or is in possession of the Property and there are no tenancies, leases
or other occupancies.
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8. There are no disputes concerning the location of the boundary lines of the
Property unless otherwise particularly set forth herein.
9. Except as otherwise herein stated, there are no outstanding or unpaid taxes
or assessments (pending or certified) or any unpaid or unsatisfied mortgages, claims of lien
or other matters that constitute or could constitute a lien or encumbrance against the
Property or any improvements on it or any part of it or against any personal property
located on it.
10. There are no security agreements, financing statements, title retention
contracts or personal property leases affecting any materials, fixtures, appliances,
furnishings or equipment placed on or installed in or on the Property or the improvements
located on it unless expressly set forth herein.
11. There are no actions, proceedings, judgments, bankruptcies, liens or
executions recorded among the Public Records of the county where the Property is located
or any other county in Florida or pending against the Atrium in the courts of Florida or in
any other courts unless otherwise set forth herein.
12. Subsequent to the effective date of any title commitment or opinion issued
in connection with the closing necessitating this Affidavit, the undersigned individually (and
as the authorized agent of the Atrium, hereby agrees and represents that the undersigned
and the Atrium will not execute any instrument, or do any act whatsoever, that in any way
would or may affect the title to the Property, including but not limited to, mortgaging or
conveying the Property or any interest in it or causing any liens to be recorded against the
Property or the Atrium except for the execution of any mortgage spreader agreement or
other instrument required or expressly contemplated by the commitment or opinion.
13. No notice of commencement has been recorded affecting the Property,
except a) Notice of Commencement recorded April 9, 1997, in O.R. Book 9667, Page 840,
Public Records of Pinellas County, Florida; and b) Notice of Commencement recorded June
5, 1997, in O.R. Book 9730, Page 1597, Public Records of Pinellas County, Florida.
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14. This Affidavit is made to induce Chicago Title Insurance Company to issue
a spreader endorsement to the Mortgagee Title Insurance Policy covering the Property.
15. This Affidavit is made and given by the undersigned with full knowledge of
applicable Florida laws regarding sworn affidavits and the penalties and liabilities resulting
from false statements and representations therein.
"ATRIUM"
~/~1~~
rW{~'! ~~WU
Jt)\11,i I{EF~'~OfLQ !~U.- .
Atrium at Clearwater Limited, a Florida
limited partnership
By: Atrium at Clearwater, Incorporated,
a Florida corporation, its sole
general partner
By:
,
STATE OF O/..{/O .
COUNTY OF r/f'.14 pKt. /AI
J-("
The foregoing instrument was acknowledged before me this ~ 9 day of
-::;:'1:1 , 1997, by Walter J. Mackey, Jr., as President of Atrium at Clearwater,
Incorporated, a Florida corporation, as sole general partner of Atrium at Clearwater
Limited, on behalf of the limited partnership. He is personally known to me...or bai
1'l odu\,;~d (t)TP nf id9ntificatiOl~) as.
Irlentlficati.", a~ a.. U
Signature of Person Ta i Acknowledgment
PATRICIA A. lAMB
IIJTMY PUBUC, srm OF 011IO
MYCOMMISSION EXPIRES~__ of Acknowledger TYPed. 'l;'nted or Stamped
F ~ B .,5" J,..C 0' .
Notary Public, State of ctJ
Notarial Serial Number: 8 I 0 ~
(NOTARY SEAL)
#107057.1
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Exhibit "A"
PARCEL ill:
Lots 1,2,3 and 4, Block "13," of GOULD AND EWINGS 2ND ADDITION TO CLEARWATER
_ HARBOR, according to a map or plat thereof recorded in Plat Book 1, page 52, of the
Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a
part, less road right-of-way, together with that portion of said Block "13" which was
formerly an alley, running East and West through said Block "13," also vacated railroad
right-of-way described as follows: Begin at the Southeast corner of said Lot 2, Block "13,"
run thence East, along the Northerly right-of-way of Park Street, 60.18 feet; thence
Northerly along the Easterly right-of-way line of said railroad right-of-way also the West
lines of Lots 7 & 8, Block "20 of said GOULD AND EWINGS 2ND ADDITION, 229.0 feet,
more or less, to the Southerly right-of-way line of Cleveland Street; thence West, along the
said right-of-way line, 60.18 feet; thence along the Westerly right-of-way line of said
railroad right-of-way line also the Easterly line of Lots 2 and 3, Block "13," of said GOULD
AND EWINGS 2ND ADDITION, 228.93 feet, more or less, to the Point of Beginning. All
being in Section 16, Township 29 South, Range 15 East, Pinellas County, Florida.
ALSO DESCRIBED AS:
Beginning at the Southeast corner of Lot 2, Block 13, of said GOULD AND EWINGS 2ND
ADDITION, thence along the Northerly right-of-way line of Park Street (Park Avenue -
Plat), (a 60 foot right-of-way); North 89045'53" West, 110.22 feet to the Southwest corner
of Lot 1, Block 13, of said GOULD AND EWINGS 2ND ADDITION; thence along the Eastern
right-of-way of South Garden Avenue, North 00002'16" East, 227.95 feet to the apparent
Southerly right-of-way line of Cleveland Street as it now exists; thence South 89050'01"
East, 189.03 feet to the Easterly line of the vacated S.C.L.R.R. right-of-way; thence South
04042'26" West, 228.86 feet (229.00 feet, Deed) to the Northerly right-of-way of Park
Street (Park Avenue - Plat) (a 60 foot right-of-way); thence North 89045'53" West, 60.18
feet to the Point of Beginning.
TOGETHER WITH:
All those volumes of air space situate in the City of Clearwater, Pinellas County, Florida,
containing the third and fourth floors of a parking garage structure and the ramp leading
from the second floor to the third floor thereof, as described in Parcels I and II as follows:
PARCEL I:
Commence at the Northeasterly corner of Lot 3, Block "6," MAGNOLIA PARK
SUBDIVISION, as recorded in Plat Book 1, page 70, Public Records of Hillsborough County,
Florida, of which Pinellas County was formerly a part, of the Public Records of Pinellas
County, Florida, as a point of reference; thence North 89045'53" West, along the Southerly
right-of-way of Park Street (Park Avenue - Plat) (a 60 foot right-of-way) 218.94 feet;
thence South 00014'07" West, 15.00 feet to a point on the face of a precast concrete wall,
said point being the Point of Beginning; thence continue along the face of said wall South
89045'53" East, 189.21 feet; thence South 00014'07 West, 206.42 feet; thence North
89045'53" West, 94.38 feet to Point "A" for convenience; thence North 89045'53" West,
94.83 feet to the intersection of the face of said precast concrete wall and the face of a
masonry wall; thence North 00014'07" East, 206.42 feet to the Point of Beginning.
The lowest limits of said air space being the bottom of the support beams for the third
floor of the parking garage at the lowest levels of said beams, having an elevation of 43.71
feet. The upper limits of said air space being an elevation of 64.21 feet elevations
referenced to National Geodetic Vertical Datum of 1929, Mean Sea Level - 0.00.
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PARCEL n:
Commence at the aforedescribed Point "A" as a point of reference; thence North 00014'07"
East, 184.21 feet to the Point of Beginning of a 63.00 foot strip being 31.50 feet on each
side of the following described line; thence South 00014'07" West, 162.0 feet to the Point
of Termination.
The lower limits of said air space being an inclined plane along the bottom of the support
beams for the ramp leading from the second to third floors of the parking garage. The
lower point of which is the Point of Beginning having an elevation of 35.71 feet, the upper
point of which is the Southerly boundary thereof having an elevation of 43.71 feet.
The upper limits of said air space being the lower limits of Parcel No. I above described.
AND TOGETHER WITH:
A non-exclusive easement for the benefit of Parcel III for crosswalk over and above that
certain Street known as Park Street, recorded in Official Records Book 8515, page 177, of
the Public Records of Pinellas County, Florida, being more particularly described as
follows:
Commence at the Northeast corner of Lot 3, Block 8, of GOULD AND EWING'S SECOND
ADDITION, as recorded in Plat Book 1, page 52, of the Public Records of Hillsborough
County, Florida, of which Pinellas County was once a part; thence South 89045'53" East
along the South right-of-way line of Park Street 18 feet to the Point of Beginning; thence
South 00014'07" West, 15.3 feet, more or less, to the face of the Park Street Parking
Garage; thence South 89045'53" East along the face of said building 15 feet; thence North
00014'07" East, 75.3 feet, more or less, to a point on the North right-of-way line of Park
Street; thence run North 89045'53" West along said North right-of-way line, 15 feet; thence
run South 00014'07" West, 60 feet to the Point of Beginning.
AND TOGETHER WITH:
The following described easements for the benefit of Parcel 6 created in instrument
recorded in Official Records Book 8515, page 187, as corrected by instrument recorded in
Official Records Book 8909, page 1019, of the Public Records of Pinellas County, Florida,
over and across the following described parcels of land:
PART A:
A non-exclusive easement for ingress and egress over and across a portion of Lots 1, 2, 3,
12, 13 and 14 and railroad right-of-way lying Westerly of said Lots 1 and 14, all in Block
"6," MAGNOLIA PARK SUBDIVISION, as recorded in Plat Book 1, page 70, of the Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and
Plat Book 3, page 43, of the Public Records of Pinellas County, Florida being more
particularly described as follows:
Commence at the Northeasterly corner of said Lot 3, as a point of reference; thence North
89045'53" West along the Southerly right-of-way of Park Street (Park Avenue-Plat) (a 60
foot right-of-way), 109.11 feet to the Point of Beginning; thence South 00014'07" East 40.30
feet; thence North 89045'53" West 3.00 feet to Point "B," for convenience; thence continue
North 89045'53" West 27.00 feet; thence North 00014'07" East 40.30 feet to a point on the
aforesaid Southerly right-of-way of Park Street; thence South 89045'53" East along said
right-of-way, 30.00 feet to the Point of Beginning.
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Part B:
A non-exclusive ingress-egress easement for the ramp leading from the first floor to the
second floor being described as follows:
Beginning at the aforedescribed Point "B" as point of reference; thence South 00014'07"
West, 157.12 feet to Point "c" for convenience; thence North 89045'53" West 24.00 feet;
thence North 00014'07" East 157.12 feet to a point on the Southerly line of the easement
described above as Part A; thence South 89045'53" East along said Southerly line 24.00 feet
to the Point of Beginning.
The lower limits of said easement being an inclined plane along the bottom of the support
beams for the said ramp; the upper limits of said easement being an inclined plane along
the bottom of the support beams for the ramp leading from the second floor to the third
floor.
PART C:
A non-exclusive ingress-egress easement for the driveway through the second floor being
described as follows:
Commence at the aforesaid Point "c" as a point of reference; thence South 00014'07" West,
12.00 feet to the Point of Beginning of the 24.00 foot strip being 12.00 feet and continuous
on each side of the following described centerline; thence North 89045'53" West 76.00 feet;
thence North 00014'07" East 181.12 feet; thence South 89045'53" East 128.00 feet; thence
South 00014'07" West 181.12 feet; thence North 89045'53" West 52.00 feet to the Point of
Beginning.
The lower limits of said easement being the bottom of the support beams for the second
floor of the parking garage and the upper limits being the bottom of the support beams for
the third floor of the parking garage.
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NON-FOREIGN AFFIDAVIT
STATE OF FLORIDA
COUNTY OF PINELLAS
Personally, came before me, the undersigned attesting officer, CITY OF
CLEARWATER, FLORIDA, a municipal corporation (hereinafter referred to as "City") who,
on oath, deposes and says that City is the owner of a tract or parcel of land located in
Pinellas County, Florida, and being more particularly described on Exhibit "A" attached
hereto and incorporated herein by this reference (the "Property") and that the undersigned
is familiar with the facts set forth herein and has the authority to make the within
affidavit.
Deponent further avers that the undersigned understands that Section 1445
of the Internal Revenue Code of 1986 as amended, provides that a transferee of U. S. real
property interest must withhold tax if the transferor is a foreign person. Accordingly, to
inform Atrium at Clearwater, Limited in connection with its purchase of the Property from
City, that withholding of tax is not required upon said disposition of the Property, being
aU. S. real property interest, the undersigned hereby swears to and certifies as to the
following:
1. City is not a foreign person, foreign corporation, foreign partnership,
foreign trust or foreign estate (as those terms are defined the Internal Revenue Code of
1986, as amended, and regulations promulgated pursuant thereto).
2. City's address is 112 S. Osceola Avenue, Clearwater, Florida 33756.
3. City's U.S. taxpayer identification number is 59-6000289.
City understands that its certification may be disclosed to the Internal
Revenue Service and that any false statement contained herein may be punished by fine or
imprisonment, or both. Under penalties of perjury, the undersigned declares that the
undersigned has examined the certification and to the best of his knowledge and belief, it
is true, correct and complete.
.
.
Signed, sealed and delivered
in the presence of:
CITY OF CLEARWATER, a municipal
corporation
'r~ -,-~ ?h1~. c?A--;tr'V1i\/~
Janis M. Przywara
(Print n e of witness)
By:
. ..
Michael J. Rob~rto . City 'Manag~r .
By:
KaJhleen E. Roberts
(Print name of witness)
By:
... ,.,.
Approved as to form and correctness:
By:JJ.t~
Pamela' kin, City Attorney
ST ATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this _ day of
July , 1997, by .J . B. .Jonn!';on r IT , Vi rp M!lyor ' Michael J.
Roberto, City Manager, and Cynthia E. Goudeau, City Clerk, of City of Clearwater,
Florida, a municipal corporation, on behalf of the corporation. They are personally known
to me or have produced
(type of identification) as identification.
~ ........,
, ,_!) ~
' , .,. ' ,
-/. /'J-U.(il", c.~~l)L<'--"'-:'
Signature of Person Taking Acknowledgment
Kathlelen E. Roberts
Name of Acknowledger Typed, Printed or Stamped
(NOTARY SEAL)
~
KATP.I.EEN E. ROBERTS
State of AOrida
fI.y Co:n.1l. Exp. JU~/31. 1999
Comm. , CC 4~on
Notary Public, State of Florida
CC4720n
Notarial Serial Number
#106878.1
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Exhibit "A"
LEGAL DESCRIPTION
Lots 8 and 9, Block 20, GOULD AND EWING'S FIRST AND SECOND ADDITION TO
CLEARWATER HARBOR, less and except the North 6 feet of Lots 8 and 9, as conveyed
to City of Clearwater as recorded in Deed Book 194, Page 471, for alley, and less road
right-of-way, according to the plat thereof, recorded in Plat Book 1, Page 52, Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part.
# 1 06885.1
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NON-FOREIGN AFFIDAVIT
STATE OF FLORIDA
COUNTY OF PINEL LAS
Personally, came before me, the undersigned attesting officer, COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a municipal
corporation (hereinafter referred to as "CRA") who, on oath, deposes and says that CRA
is the owner of a tract or parcel of land located in Pinellas County, Florida, and being more
particularly described on Exhibit "A" attached hereto and incorporated herein by this
reference (the "Property") and that the undersigned is familiar with the facts set forth
herein and has the authority to make the within affidavit.
Deponent further avers that the undersigned understands that Section 1445
of the Internal Revenue Code of 1986 as amended, provides that a transferee of U. S. real
property interest must withhold tax if the transferor is a foreign person. Accordingly, to
inform Atrium at Clearwater, Limited in connection with its purchase of the Property from
CRA, that withholding of tax is not required upon said disposition of the Property, being
aU. S. real property interest, the undersigned hereby swears to and certifies as to the
following:
1. CRA is not a foreign person, foreign corporation, foreign partnership,
foreign trust or foreign estate (as those terms are defined the Internal Revenue Code of
1986, as amended, and regulations promulgated pursuant thereto).
2. CRA's address is 112 S. Osceola Avenue, Clearwater, Florida 33756.
3. CRA's U.S. taxpayer identification number is 59-6000289.
CRA understands that its certification may be disclosed to the Internal
Revenue Service and that any false statement contained herein may be punished by fine or
imprisonment, or both. Under penalties of perjury, the undersigned declares that the
undersigned has examined the certification and to the best of his knowledge and belief, it
is true, correct and complete.
.
Signed, sealed and delivered
in the presence of:
cr~~o..lUt, ~o~
T!Jn; c M 'P"'7yuT~""'~
(Print name of witness)
(Print name of witness)
ST ATE OF FLORIDA
COUNTY OF PINEL LAS
.
"CRA"
Community Redevelopment Agency of the
City of Clearwater, Florida
By: ::-~.Ahn ~
Karen Seel., V:i:ce,Chairma~
Attest:
ia E. Goudeau, City Clerk i "
Approved as to form: .
fjtf/>
Pamela K. A in, CIty Attorney
The foregoing instrument was acknowledged before me this _ day of
July ,1997, by Karen Seel. Vice Chairman and Cynthia
E. Goudeau, City Clerk, of the Community Redevelopment Agency of the City of
Clearwater, Florida, on behalf of the said Community Redevelopment Agency of the City
of Clearwater, Florida, for the purposes herein expressed. They are personally known to
me or have produced Florida drivers licenses as identification.
tlf
KATHlEEN E. AOB&:D'tB
State of FJorida.......
fI.y ecmm: Exp. July 31 1889
Comm. , cc man
(NOTARY SEAL)
) ,
. I (;' :1=:'
"".',, ('),("
" ' Il:4-t".JL~ .---l./J.'\(~L v-j
Signat re of Person Taking Acknowledgment
Kathleen E. Roberts
Name of Acknowledger Typed, Printed or Stamped
Notary Public, State of Florida
Notarial Serial Number: CC472077
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Exhibit "A"
LEGAL DESCRIPTION
Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1
and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and
Plat Book 3, Page 43 of the Public Records of Pinellas County. Florida, being more
particularly described as follows:
From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence
N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park
Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face
of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving
said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension
thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W,
along the South face of the four level concrete parking garage and its Westerly extension
thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way; thence
N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park
Street; thence S89045'53"E, along said South right-of-way, 190.93 feet to the POINT OF
BEGINNING.
Containing 44,157 square feet, or 1.014 acres, MORE OR LESS.
LESS and except all the air rights previously granted to Atrium at Clearwater, Limited in
that certain Special Warranty Deed given by Community Redevelopment Agency of the
City of Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book
8515, Page 174, Public Records of Pinellas County, Florida, and the air rights previously
granted to Atrium at Clearwater, Limited in that certain Special Warranty Deed from City
of Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R.
Book 8515, Page 168, Public Records of Pinellas County, Florida.
#106885.1
JUL-28-87 16,34 FROM,GREENWALD & ASSOC.
ID,561 385 0282
PAGE 2/2
State of Ohio .
County of F~AN~t./N
.
BEFORE ME, the undersigned authority, personally appeared WALTER J.
MACKEY, JR. who, being first duly sworn deposes and says:
1. The name of the limited partnership is Atrium at Clearwater, Ltd. which is a
Florida limited partnerShip ("the partnership") and said partnership is a valid, current and
active.
2. Atrium at Clearwater, Incorporated is a Florida COrporation (-':he
corporation") and is the Sole partner of the partnership.
3. 'The COrporation and specifically Walter J. Mackey, Jr. as PreSident is
authorized to sign any and an documents on behalf of the partnership concerning the
purchase by the partnership from the City of Clearwater, Florida and the Community
Redevelopment Agency of the City of Clearwater, Florida the property legally described
as attached hereto.
4. There has been no changes to the Partnership Agreement of the partnership
since November 1996.
Atrium at Clearwater limited, a Florida Umited
Partnership
By: Atrium at Clearwater, Incorporated, a
Florida Corporatio . ole partner
By:
e . aCkey, Jr., eSiitt
The foregoing Partnership Affidavit was aCknowledged before me, this!). 9 day of
Jury, 1997, by
-Pf'Gdueee bis-
WALTER J. MACKEY, JR., who is personally known to me.~lf/ho has
~ identificatien 8l"ld-wAo did not take an oath.
PATRfCrA A.l.AMB
IIOTARY PllBUC, SOOE OF CHO
IIr COMMISsIoN EXPIRES FEB. 5, 21m
NOTARY ~u~uc ~.
~~~~~ r,4~;c.~ JljA"'~/
State of OhiO at Large (Seal)" ~ '; ~,"::
My Commission Expires:
.
.
7 /25/97 CORPORATE DETAIL RECORD SCREEN 9:48 AM
NUM: A93000001209 ST:FL ACTlVE/FL LP FLD: 11/19/1993
LAST: CONTRIBUTION CHANGE FLD: 01/06/1994
ACT CONT: 8,100,000.00 FEll: 59-3209703
NAME : ATRIUM AT CLEARWATER, LIMITED
PRINCIPAL: C/O WALTER J. MACKEY, JR.
ADDRESS 1601 FORUM PLACE, SUITE 805
WEST PALM BEACH, FL 33401
RA NAME : MACKEY, WALTER J JR.
RA ADDR : 772 LAGOON DRIVE
NORTH PALM BEACH, FL 33408 US
ANN REP : (1995) I 10/28/94 (1996) I 12/29/95 (1997) I 12/16/96
7/25/97 GENERAL PARTNER DETAIL SCREEN 9:48 AM
CORP NUMBER: A93000001209 CORP NAME: ATRIUM AT CLEARWATER, LIMITED
NAME: ATRIUM AT CLEARWATER, INCORPORATED DOC I: P93000080063
1601 FORUM PLACE, SUITE 805
WEST PALM BEACH, FL 33401
7/25/97 EVENT DETAIL SCREEN 9:49 AM
CORP NUMBER: A93000001209 CORP STATUS: ACTIVE
FILED DATE: 11/19/1993
CORP NAME: ATRIUM AT CLEARWATER, LIMITED
EVENT TYPE FILED EFFECTIVE
DATE DATE
DESCRIPTION
CONTRIBUTION
CHANGE
01/06/1994
.
.
7 /25/97 CORPORATE DETAIL RECORD SCREEN 9:49 AM
NUM: P93000080063 ST:FL ACTIVE/FL PROFIT FLD: 11/19/1993
FEI#: 59-3209701
NAME : ATRIUM AT CLEARWATER, INCORPORATED
PRINCIPAL: 1601 FORUM PL CHANGED: 03/08/94
ADDRESS SUITE 805
WEST PALM BEACH, FL 33401 US
RA NAME : MACKEY, WALTER J JR
RA ADDR : 772 LAGOON DRIVE
NORTH PALM BEACH, FL 33408 US
ANN REP : (1995) BY 02/28/95 (1996) A 04/21/96 (1997) B 04/28/97
7/25/97 OFFICER/DIRECTOR DETAIL SCREEN 9:49 AM
CORP NUMBER: P93000080063 CORP NAME: ATRIUM AT CLEARWATER,
INCORPORATED
TITLE: PD NAME: MACKEY, WALTER J JR
772 LAGOON DRIVE
NORTH PALM BEACH, FL 33408
TITLE: DC NAME: KRUMM, WALTER T
4951 GULFSHORE BOULEVARD PH301
NAPLES, FL 33940-2685
TITLE: ST NAME: MLLIAMS, EDWARD S
6080 TERRA ROSA CIRCLE
BOYNTON BEACH, FL 33437
SURVEY IN FILE
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AMERICAN LAND TITLE ASSOCIATION
OWNER'S POLICY (10-17-92)
(WITH FLORIDA MODIFICATIONS)
209601814-A
CHICAGO
TITLE
INSURANCE
COMPANY
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SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE
CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE
INSURANCE COMPANY, a Missouri corporation, herein called the Company, insures, as of Date of Policy shown
in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or
incurred by the insured by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as stated therein;
2, Any defect in or lien or encumbrance on the title;
3. Unmarketability of the title;
4. Lack of a right of access to and from the land.
The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but
only to the extent provided in the Conditions and Stipulations.
In Witness Whereof, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as
of the Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized
signatory.
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CHICAGO TITLE INSURANCE COMPANY
SCHEDULE A
Agent's File No.: 7801-08
Policy No. 20960 18 14 - A
Issued pursuant to Commitment No. TZB 0089
Date Issued:
October 6, 1997
Amount of Insurance: $500,000.00
Date Effective:
July 16, 1997 @ 11:00 a.m.
1. Name of Insured: ATRIUM AT CLEARWATER, LTD., a Florida limited partnership
2. The estate or interest in the land described or referred to by this Policy is an estate
or interest designated as follows:
Fee Simple
3. Title to the estate or interest referred to herein is at the Effective Date of this
Policy vested in the Insured.
4. The land referred to in this Policy is in the State of Florida, County of Pinellas, and
is described as follows:
See Schedule "A" attached hereto and incorporated herein.
Issued by:
CHICAGO TITLE INSURANCE COMPANY
By
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Whitsitt
Signatory
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Schedule "A"
LEGAL DESCRIPTION
Parcell:
Lots 8 and 9, Block 20, GOULD AND EWING'S FIRST AND SECOND ADDITION TO
CLEARWATER HARBOR, less and except the North 6 feet of Lots 8 and 9, as conveyed
to City of Clearwater as recorded in Deed Book 194, Page 471, for alley, and less road
right-of-way, according to the plat thereof, recorded in Plat Book 1, Page 52, Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part.
Parcel II:
Lots 1, 2, 3, 12, 13 and 14 and vacated railroad right-of-way lying Westerly of said Lots 1
and 14, all in Block "6," MAGNOLIA PARK, as recorded in Plat Book 1, Page 70, Public
Records of Hillsborough County, Florida, of which Pinellas County was formerly a part, and
Plat Book 3, Page 43 of the Public Records of Pinellas County, Florida, being more
particularly described as follows:
From the Northeast corner of said Lot 3, Block 6, as a POINT OF REFERENCE: thence
N89045'53"W, along the North line of said Lot 3, also being the South right-of-way of Park
Street, 30.01 feet, to a point of intersection with the Northerly extension of the east face
of the four level concrete parking garage and the POINT OF BEGINNING, thence leaving
said North line of Lot 3, SOooI2'45"W, along said East face and its Northerly extension
thereof 221.20 feet to the Southeast corner of said parking garage; thence N89045'39"W,
along the South face of the four level concrete parking garage and its Westerly extension
thereof, 208.32 feet to the Westerly line of a 60 foot vacated Railroad right-of-way; thence
N04042'26"E, along said Westerly line, 221.86 feet to said South right-of-way of Park
Street; thence S89045'53"E, along said South right-of-way, 190.93 feet to the POINT OF
BEGINNING.
Containing 44,157 square feet, or 1.014 acres, MORE OR LESS.
Together with all the air rights previously granted to Atrium at Clearwater, Limited in that
certain Special Warranty Deed given by Community Redevelopment Agency of the City of
Clearwater, dated December 14, 1993, recorded on December 27, 1993 in O.R. Book 8515,
Page 174, Public Records of Pinellas County, Florida, and the air rights previously granted
to Atrium at Clearwater, Limited in that certain SpeCial Warranty Deed from City of
Clearwater, Florida, dated November 29, 1993, recorded on December 27, 1993 in O.R.
Book 8515, Page 168, Public Records of Pinellas County, Florida.
#106885.1
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CHICAGO TITLE INSURANCE COMPANY
SCHEDULE B
Agent's File No.: 7801-08
Policy No. 20960] 8] 4-A
This policy does not insure against loss or damage by reason of the following exceptions:
1. Rights or claims of parties in possession not shown by the Public Records.
2. Easements, or claims of easements, not shown by the Public Records.
3. Encroachments, overlaps, boundary line disputes, or other matters which would be
disclosed by an accurate surveyor inspection of the premises.
4. Any lien, or right to a lien, for services, labor, or material heretofore or hereafter
furnished, imposed by law, and not shown by the Public Records.
5. Any adverse claim to any portion of said land which has been created by artificial
means or has accreted to any such portion so created and riparian rights, if any.
6. Taxes or special assessments which are not shown as existing liens by the Public
Records. .
*NOTE:
Standard exceptions 1 through 6, inclusive, are hereby deleted.
7. The lien of the Taxes for the year 1997, which are not yet due and payable.
Parcel No. 16/29/15/32292/020/0080. 1996 Taxes: Tax Exempt. Taxing District:
CWO-Clearwater. Total Assessed Value: $45,000.00.
8. The lien of the Taxes for the year 1997, which are not yet due and payable.
Parcel No. 16/29/15/32292/020/0090. 1996 Taxes: Tax Exempt. Taxing District:
CWD-Clearwater. Total Assessed Value: $44,900.00.
9. The lien of the Taxes for the year 1997, which are not yet due and payable.
Parcel No. 15/29/15/54450/006/0010. 1996 Taxes: Tax Exempt. Taxing District:
CWO-Clearwater. Total Assessed Value: $1,409,400.00.
10. Personal Property Taxes: None Found.
11. Mortgage Spreader from ATRIUM AT CLEARWATER, LIMITED, a Florida limited
partnership, in favor of PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, dated
July 31, 1997, and recorded July 31, 1997, in O.R. Book 9792, Page 1630, of the
Public Records of Pinellas County, Florida.
12. Rights of Florida Power Corporation pursuant to instrument recorded in OR Book
6064, Page 447, Public Records of Pinellas County, Florida. (As to Parcel 11).
13. The tenns and conditions of the Development Agreement recorded in OR Book 5868,
Page 1530, and amendment in OR Book 5868, Page 1543, and Assignment and
Assumption thereof as recorded in OR Book 6664, Page 823, and Consent to
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CHICAGO TITLE INSURANCE COMPANY
Assignment and Assumption of Municipal Agreements recorded in OR &ok 6809,
Page 250 and OR &ok 7371, Page 506, O.R. Book 8515, Page 257, Public Records
of Pinellas County, Florida. (As to Parcel 11).
14. Rights of parties now in possession under any unrecorded leases. (As to Parcel 11).
15. Terms and provisions of all agreements and franchises pertaining to the cost,
installation, operation, and maintenance of gas, water and/or sewer facilities. (As
to Parcel 11).
16. Special Warranty Deed as recorded in O.R. &ok 8515, Page 174, Public Records of
Pinellas County, Florida. (As to Parcel 11).
17. With respect to the property encumbered by the mortgage recorded in O.R. Book
9531, Page 292, the following notices of commencement will be shown as
subordinate to the lien of the mortgage as modified:
a. Notice of Commencement recorded April 9, 1997, in O.R. Book 9667,
Page 840, Public Records of Pinellas County, Florida.
b. Notice of Commencement recorded June 5, 1997, in O.R. Book 9730,
Page 1597, Public Records of Pinellas County, Florida.
18. Encroachments as to Parcel I as shown on the survey prepared by E.T. Caudell
Associates, Inc. dated July 25, 1997, to wit:
a. Florida Power Manhole and Electric Panel on the West side of Lot 8.
b. Possible unrecorded easement as evidenced by 12" R.C.P. running below the
property.
19. Encroachments as to Parcel II as shown on the survey prepared by George F. Young,
Inc. dated July 23, 1997, to wit:
a. Asphalt on west side of Parcel A in the vacated Railroad Right-of-Way.
b. Grate inlet on the south side of Parcel A in the vacated Railroad Right-of-
Way.
#112066.01