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CSX TRANSPORTATION INC (2)This instrument prepared by or under the direction of: Kim R. Bongiovanni l 71 co. GU Assistant General Counsel Law Department 500 Water Street Jacksonville, Florida 32202 /3 /.3 , �■ QUITCLAIM DEED KEN BURKE, CLERK OF COURT AND COMPTROLLER PINELLAS COUNTY, FL INST# 2015347225 12/01/2015 at 12:48 PM OFF REC BK: 19004 PG: 104 -109 DocType:DEED RECORDING: $52.50 D DOC STAMP: $1313.20 THIS QUITCLAIM DEED, made this id day of ijayxj412015, between CSX TRANSPORTATION, INC., a Virginia corporation, whose mailing address is 500 Water Street, Jacksonville, Florida 32202, and whose Tax Identification Number(s) is 54- 6000720, hereinafter called "Grantor ", and the CITY OF CLEARWATER, whose mailing address is Post Office Box 4748, Clearwater, Florida 33758 -4748, hereinafter called "Grantee ", WITNESSETH: (Wherever used herein, the terms "Grantor" and "Grantee" may be construed in the singular or plural as the context may require or admit, and for purposes of exceptions, reservations and/or covenants, shall include the heirs, legal representatives and assigns of individuals or the successors and assigns of corporations.) THAT Grantor, for and in consideration of the sum of ONE HUNDRED EIGHTY SEVEN THOUSAND SIX HUNDRED AND NO /100 DOLLARS ($187,600.00), to it in hand paid by Grantee, the receipt of which is hereby acknowledged, does hereby RELEASE, REMISE and forever QUITCLAIM unto Grantee, its successors and assigns, all right, title and interest of Grantor, if any, in and to that certain tract or parcel of land, lying and being at Clearwater, Pinellas County, Florida, hereinafter designated "the Premises," more particularly described in Exhibit A, attached hereto and incorporated herein, and containing 0.48 + /- acres, more or less. TO HAVE AND TO HOLD the Premises, and all the estate, right, title, lien, interest and claim whatsoever of Grantor therein, either in law or equity, and all improvements thereon and appurtenances thereto, unto the proper use, benefit and enjoyment of Grantee, Grantee's heirs and assigns or successors and assigns, forever; SUBJECT to reservations, easements, covenants, restrictions and limitations of record or platted, all existing public utilities and roadways, and all existing encroachments, ways and servitudes, howsoever created. Grantee acknowledges that the Premises conveyed hereunder has been historically used for railroad industrial operations and is being conveyed for use only as industrial or commercial property. Grantee, by acceptance of this deed, hereby covenants that it, its successors, heirs, legal representatives or assigns shall not use the Premises for any purpose other than industrial or commercial purposes and that the Premises will not be used for (a) any residential purpose of any kind or nature (residential use shall be defined broadly to include, without limitation, any use of the Premises by individuals or families for purposes of personal living, dwelling, or overnight accommodations, whether such uses are in single family residences, apartments, duplexes, or other multiple residential dwellings, trailers, trailer parks, camping sites, motels, hotels, or any other dwelling use of any kind), (b) any public or private school, day care, or any organized long- term or short term child care of any kind, or (c) any recreational purpose (recreational use shall be defined broadly to include, without limitation, use as a public park, hiking or biking trail, athletic fields or courts, or public gathering place). By acceptance of this deed, Grantee further covenants that it, its successors, heirs, legal representatives or assigns shall not use the groundwater underneath the Premises for human consumption, irrigation, or other purposes. Grantee, by acceptance of this deed, covenants and represents that Grantee owns property adjoining the Premises and has access to the Premises through Grantee's adjoining property or through other property not owned by Grantor. Grantee, on its behalf, its heirs, personal representatives, successors and assigns, releases Grantor, its successors and assigns, from any responsibility, obligation or liability to provide access to the Premises through land now owned or subsequently acquired by Grantor. Should Grantee ever convey the Premises, or any portion thereof, to a third party, Grantee will provide access to the Premises through Grantee's adjoining property or through other property not owned by Grantor. Prior to commencement of any development or construction on the Premises, Grantee shall construct and maintain, at Grantee's sole cost and expense, an adequate and suitable fence along the southeasterly line of the Premises which adjoins Grantor's railroad track for so long as a railroad track exists on the adjoining railroad operating property. The fence shall be of a type satisfactory to Grantor and reasonably sufficient to keep persons and vehicles from trespassing on Grantor's adjoining operating property. Grantee, by acceptance of this deed, hereby covenants that it, its successors, heirs, legal representatives or assigns shall maintain the existing drainage on the Premises in such a manner as not to impair adjacent railroad operating property drainage and not to redirect or increase the quantity or velocity of surface water runoff or any streams into Grantor's drainage system or upon the adjacent railroad operating property or other lands and facilities of Grantor. If the Premises or existing drainage are modified or improved, Grantee agrees to construct and maintain, in accordance with all applicable statutes, ordinances, building and subdivision codes, covenants and restrictions, an adequate drainage system from the Premises to the nearest public or non- Grantor owned drainage or storm sewer system, in order to prevent the discharge of roof, surface, stream and other drainage waters upon railroad operating property or other adjacent lands and facilities of Grantor Grantee acknowledges that this deed is made upon Grantee's solicitation and request, and was not in anyway initiated by Grantor. Grantor does not represent or warrant to Grantee any ownership or estate in the Premises or any specific title or interest in the Premises, which constituted a strip of Grantor's former railroad operating property; and Grantee hereby releases Grantor, its officers and agents, from any claim or demand resulting from this deed, or from any failure of or defect in Grantee's title to the Premises. Grantee hereby agrees, as additional consideration for the conveyance of the Premises, subject to applicable law (constitutional or statutory), to defend, indemnify and hold Grantor harmless from and against any and all liability, loss, cost and/or expense, including reasonable attorney fees, arising out of or in connection with any and all suits or causes of actions instituted by third parties against Grantor or Grantee as a result of the conveyance of the Premises to Grantee or as a result of the failure of title to any portion of the Premises. Grantee, its successors and assigns, by acceptance of this deed, hereby covenants and agrees with Grantor that Grantor shall not be required to erect or maintain any noise, light, fume or vibration abatement or reduction structure along any boundary lines between the Premises and the adjacent land(s) of Grantor or any other company affiliated with Grantor; or be liable for or required to pay any part of the cost or expense of erecting or maintaining such abatement or reduction structures or any part hereof; or be liable for any damage, loss or injury that may result by reason of the non - existence or the condition of any noise, light, fume or vibration abatement or reduction structures. Grantee assumes all liability and responsibility respecting noise, light, fume or vibration abatement or reduction structures and covenants not to sue Grantor, its successors or assigns for existence of the noise, light, fumes and vibrations from Grantor's operations. Grantee acknowledges that the Grantor's adjacent railroad operation is a 24 -hour a day, seven day a week continuous operation that may create noise, vibration, light, smoke and other inconveniences. Grantee and Grantor agree and acknowledge the covenants and easements contained in this Deed shall be covenants "in gross" and easements "in gross" which shall remain binding on Grantee, its successors, heirs, legal representatives and assigns regardless of whether Grantor continues to own property adjacent to the Premises. Grantee acknowledges Grantor will continue to have a substantial interest in enforcement of the said covenants and easements whether or not Grantor retains title to property adjacent to the Premises. Said covenant(s) shall run with title to the Premises conveyed, and bind upon Grantee, Grantee's heirs, legal representatives and assigns, or corporate successors and assigns, and anyone claiming title to or holding Premises through Grantee. IN WITNESS WHEREOF, CSX TRANSPORTATION, INC., pursuant to due corporate authority, has caused its name to be signed hereto by its officers hereunto duly authorized and its corporate seal, duly attested, to be hereunto affixed. Signed, sealed and delivered in tbe- presence of: J AJ,A CMA-A5V CSX RANSPORTATION, INC.: By: Name: Title: Pv‘ 611,v Attest Richard M. Hood President - CSX Real Property, Inc., signing on behalf of CSX Transportation, Inc. -S Secretary td Print Name: C RETURN TO: Charles Lane, RE Service Coordinator City of Clearwater Post Office Box 4748 100 South Myrtle Avenue #220 Clearwater, FL 33758 -4748 Tax Map No.: STATE OF FLORIDA ) SS. COUNTY OF DUVAL I, / enr) e_ I.. NW iS , a Notary Public of the State of Florida and the County of Duval, do certify that, on the date below, before me in said County came Richard M. Hood (X) to me known, and/or ( ) proven by satisfactory current evidence to be the person whose name is subscribed to the above instrument, who, being by me first duly sworn, did make oath, acknowledge and say that: he resides in Jacksonville, Duval County, Florida; he is President - CSX Real Property, Inc., signing on behalf of CSX Transportation, Inc., the corporation described in and which executed said instrument; he is fully informed of the contents of the instrument; he knows the seal of said corporation; the seal affixed to said instrument is such seal; it was so affixed by authority of the Board of Directors of said corporation; he signed his name thereto for said corporation pursuant to Board authority; and instrument is the free act and deed of said corporation; and the conveyance herein is not part of a transaction, sale, lease, exchange or other transfer or conveyance of all or substantially all of the property and/or assets of the Grantor. Addams IN WITNESS WHEREOF, I hereunto set my ' of �. d, y_ d+o�[�td, this of N oVe rw.W- , 20 is": �✓' STATE OF FLORIDA Cann* FF9421 `9 My commission expires on: 8/24/2019 240^ day (SEAL) Notary Public Print Name: ActroQnv1e. L. - Da.VtS EXHIBIT A Description of property at: Clearwater, Pinellas County, Florida To: City of Clearwater, Florida 69 _ A c1 - ! -- 00000 - J7 ) - 0 3v 0 CSXT Deed File No.: 2015 -2382 A PORTION OF A 50 FOOT WIDE RIGHT OF WAY, THE CENTERLINE OF WHICH AS DESCRIBED IN O.R. BOOK 3473, PAGE 909, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, SAID PORTION LYING IN THE SOUTHEAST QUARTER OF SECTION 9, TOWNSHIP 29 SOUTH, RANGE 15 EAST, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT 3/8 INCH DIAMETER REBAR AT THE SOUTHEAST CORNER OF SECTION 9, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS COUNTY, FLORIDA, AS SHOWN ON FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION CERTIFIED CORNER RECORD, DOCUMENT #102463; THENCE N89 °24'16 "W, ALONG THE SOUTH LINE OF SAID SECTION 9, 220.00 FEET; THENCE N00 °15'52 "E, 24.76 FEET TO A FOUND 5/8 INCH DIAMETER REBAR EMBEDDED IN CONCRETE AT THE SOUTHEAST CORNER OF LOT 5, BLOCK 8, PROPERTY OF E. H. COACHMAN, AS RECORDED IN PLAT BOOK 6, PAGE 56, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE N89 °24'16 "W, 91.00 FEET TO A FOUND 5/8 INCH DIAMETER REBAR WITH I.D. CAP "LB 043" AT THE SOUTHWEST CORNER OF SAID BLOCK 8; THENCE N04 °40'27 "W, 337.24 FEET; THENCE NO2 °29'39 "W, 90.00 FEET; THENCE S87 °30'21 "W, 25.00 FEET, TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 496.67 FEET, A CENTRAL ANGLE OF 04 °05'15 ", SUBTENDED BY A CHORD OF N04 °32'17 "W, 35.43 FEET; THENCE NORTHWESTERLY 35.43 FEET ALONG SAID CURVE TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107" AND THE POINT OF BEGINNING OF THE TRACT BEING DESCRIBED, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 496.67 FEET, A CENTRAL ANGLE OF 23 °00'45 ", SUBTENDED BY A CHORD OF N18 °05'17 "W, 198.15 FEET; THENCE NORTHWESTERLY 199.49 FEET ALONG SAID CURVE TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107 "; THENCE N29 °35'39 "W, 116.85 FEET TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107 ", THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 546.67 FEET, A CENTRAL ANGLE OF 11 °10'58 ", SUBTENDED BY A CHORD OF N24 °00'10 "W, 106.53 FEET; THENCE NORTHWESTERLY 106.70 FEET ALONG SAID CURVE TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107" ON THE EAST BOUNDARY LINE OF THE BLANCHE B. LITTLEJOHN SECTION OF THE PINELLAS TRAIL, AS DESCRIBED IN O.R. BOOK 9424, PAGE 395, SAID PUBLIC RECORDS; THENCE N07 °25'38 "E ALONG SAID BOUNDARY LINE, 170.43 FEET TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107" AT POINT OF CUSP OF A CURVE CONCAVE TO THE NORTHEAST, TO WHICH POINT A RADIAL LINE BEARS S89 °34'41 "W, SAID CURVE HAVING A RADIUS OF 496.67 FEET, A CENTRAL ANGLE OF 29 °10'20 ", SUBTENDED BY A CHORD OF S15 °00'29 "E, 250.16 FEET; THENCE SOUTHEASTERLY 252.88 FEET ALONG SAID CURVE TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107 "; THENCE S29 °35'39 "E, 116.85 FEET TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107 ", THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 546.67 FEET, A CENTRAL ANGLE OF 09 °20'53 ", SUBTENDED BY A CHORD OF S24 °55'13 "E, 89.09 FEET; THENCE SOUTHEASTERLY 89.19 FEET ALONG SAID CURVE TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107" AT POINT OF CUSP OF A CURVE CONCAVE TO THE SOUTHEAST, TO WHICH POINT A RADIAL LINE BEARS N77 °44'16 "W, SAID CURVE HAVING A RADIUS OF 988.87 FEET, A CENTRAL ANGLE OF 07 °45'05 ", SUBTENDED BY A CHORD OF S08 °23'11 "W, 133.68 FEET; THENCE SOUTHERLY 133.78 FEET, ALONG THE ARC OF SAID CURVE, SAID CURVE BEING 50.00 FEET WESTERLY OF AND PARALLEL WITH THE CENTERLINE OF THE EXISTING TRACKS OF THE CSX TRANSPORTATION RAILROAD, TO THE POINT OF BEGINNING, CONTAINING 20844.4 SQUARE FEET, 0.479 ACRES. CHICAGO TITLE INSURANCE COMPANY POLICY NO.: 6097- 1- 1511006c- 2015.7430609- 94818028 OWNER'S POLICY OF TITLE INSURANCE Issued by Chicago Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, CHICAGO TITLE INSURANCE COMPANY, a Nebraska corporation, (the "Company ") insures, as of Date of Policy, against Toss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a govemmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or govemmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a govemmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an altemative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or 7230609 ALTA Owner's Policy (6/17/06) 1 of 6 (with Florida Modifications) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMERICAN I ND titit MSC,I.(YIf.N( (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. In Witness Whereof, CHICAGO TITLE INSURANCE COMPANY, has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory of the Company. 6097FL 1511006c Somers Title Company 1290 Court St Clearwater, FL 33756 -5003 Tel: (727) 441 -1088 Fax: (727) 449 -1359 Countersigned: Authorize. °gnato CHICAGO TITLE INSURANCE COMPANY 1 : ALTA Owners Policy (6/17/06) 7230609 2 of 6 (with Florida Modifications) sommn AME0.1tAN Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good '^^O tali standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or govemmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any govemmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) (b) (c) (d) (e) created, suffered, assumed, or agreed to by the Insured Claimant; not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; resulting in no loss or damage to the Insured Claimant; attaching or created subsequent to Date of Policy; or resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance ": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A. (c) "Entity ": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured ": The Insured named in Schedule A. (i) 7230609 The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured, if the grantee wholly owns the named Insured, if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the (2) (3) 3 of 6 Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant ": An Insured claiming loss or damage. (f) "Knowledge" or "Known ": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land ": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records ": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. "Title ": The estate or interest described in Schedule A. "Unmarketable Title ": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. ALTA Owner's Policy (6/17/06) (with Florida Modifications) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. eaETeem ',KU, w ON 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause Toss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 7230609 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) (b) In all cases where this policy permits or requires the Company �o prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to fumish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: 4 of 6 (a) (b) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and ALTA Owner's Policy (6/17/06) (with Florida Modifications) mom AMtAtLAk Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good kAriti MH tiu standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. expenses incurred by the Insured Claimant that were authorized • by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10 %, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 7230609 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION 5 of 6 Unless prohibited by applicable law, arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association may be demanded if agreed to by both the Company and the Insured at the time of a controversy or claim. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, and service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the Insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the Land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. ALTA Owner's Policy (6/17/06) (with Florida Modifications) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AML V&AM LAND ,M taw A 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim whether or not based on negligence shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. (b) Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to detemline the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (c) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at Chicago Title Insurance Company, Attn: Claims Department, P.O. Box 45023, Jacksonville, FL 32232 -5023. ALTA Owner's Policy (6/17/06) 7230609 6 of 6 (with Florida Modifications) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. CHICAGO TITLE INSURANCE COMPANY SCHEDULE A Name and Address of Title Insurance Company: Somers Title Company 1290 Court Street, Clearwater, Florida 33756 File No.:1511006C Policy No.:7430609- 94818028 Address Reference:Florida (For information only) Amount of Insurance: $187,600.00 Premium: $1,013.00 Date of Policy: December 1, 2015 at 12:48 PM. 1. Name of Insured: City of Clearwater Florida a municipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is vested in: Quitclaim Deed executed by CSX Transportation, Inc. a Virginia corporation to City of Clearwater Florida a municipal corporation dated November 24, 2015, filed December 1, 2015, in Official Records Book 19004, Page 104, of the Public Records of Pinellas County, Florida, conveying said property described herein. 4. The Land referred to in this policy is described as follows: A portion of a 50 foot wide right of way, the centerline of which as described in O.R. Book 3473, Page 909, Public Records of Pinellas County, Florida, said portion lying in the southeast quarter of Section 9, Township 29 South, Range 15 East, and being more particularly described in Exhibit "A" attached hereto and made a part hereof. ALTA Owner's Policy (6/17/06) 2730706 1 of 3 (with Florida Modifications) AMERICAN ............... LAND TITLE ASSOCIATION Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association CHICAGO TITLE INSURANCE COMPANY THE TELEPHONE NUMBER TO PRESENT INQUIRIES OR OBTAIN INFORMATION ABOUT COVERAGE AND TO PROVIDE ASSISTANCE IS 1-800-669-7450 THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED ALTA Owner's Policy (6/17/06) 2730706 2 of 3 (with Florida Modifications) AMERICAN LAND ASSOCIATION Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association CHICAGO TITLE INSURANCE COMPANY SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: 1. Taxes and assessments for the year 2015 and subsequent years, which are not yet due and payable. 2. Easements, claims of easements, boundary line disputes, overlaps, encroachments or other matters not shown by the public records which would be disclosed by an accurate survey of the land. 3. Rights or claims of parties in possession not shown by the public records. 4. Any lien, or right to a lien, for services, labor, or materials heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Taxes or assessments which are not shown as existing liens in the public records. 6. Any claim that any portion of the insured land is sovereign lands of the State of Florida, including submerged, filled or artificially exposed lands accreted to such land. 7. Any lien provided by Chapter 159, Florida Statutes, in favor of any city, town, village or port authority for unpaid service charges for service by any water, sewer or gas system supplying the insured land. The following items are hereby deleted: 3 and 4 8. Subject to reservations, restrictions and access as shown on deed of conveyance between parties. ALTA Owner's Policy (6/17/06) 2730706 3 of 3 (with Florida Modifications) AMERICAN LA I 3 TITLE Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association EXHIBIT A Description of property at: Clearwater, Pinellas County, Florida To: City of Clearwater, Florida CSXT Deed File No.: 2015 -2382 A PORTION OF A 50 FOOT WIDE RIGHT OF WAY, THE CENTERLINE OF WHICH AS DESCRIBED IN O.R. BOOK 3473, PAGE 909, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, SAID PORTION LYING IN THE SOUTHEAST QUARTER OF SECTION 9, TOWNSHIP 29 SOUTH, RANGE 15 EAST, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT 3/8 INCH DIAMETER REBAR AT THE SOUTHEAST CORNER OF SECTION 9, TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS COUNTY, FLORIDA, AS SHOWN ON FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION CERTIFIED CORNER RECORD, DOCUMENT #102463; THENCE N89 °24'16 "W, ALONG THE SOUTH LINE OF SAID SECTION 9, 220.00 FEET; THENCE N00 °15'52 "E, 24.76 FEET TO A FOUND 5/8 INCH DIAMETER REBAR EMBEDDED IN CONCRETE AT THE SOUTHEAST CORNER OF LOT 5, BLOCK 8, PROPERTY OF E. H. COACHMAN, AS RECORDED IN PLAT BOOK 6, PAGE 56, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; THENCE N89 °24'16 "W, 91.00 FEET TO A FOUND 5/8 INCH DIAMETER REBAR WITH I.D. CAP "LB 043" AT THE SOUTHWEST CORNER OF SAID BLOCK 8; THENCE N04 °40'27 "W, 337.24 FEET; THENCE NO2 °29'39 "W, 90.00 FEET; THENCE S87 °30'21 "W, 25.00 FEET, TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 496.67 FEET, A CENTRAL ANGLE OF 04 °05'15 ", SUBTENDED BY A CHORD OF N04 °32'17 "W, 35.43 FEET; THENCE NORTHWESTERLY 35.43 FEET ALONG SAID CURVE TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107" AND THE POINT OF BEGINNING OF THE TRACT BEING DESCRIBED, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 496.67 FEET, A CENTRAL ANGLE OF 23 °00'45 ", SUBTENDED BY A CHORD OF N18 °05'17 "W, 198.15 FEET; THENCE NORTHWESTERLY 199.49 FEET ALONG SAID CURVE TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107 "; THENCE N29 °35'39 "W, 116.85 FEET TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107 ", THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 546.67 FEET, A CENTRAL ANGLE OF 11 °10'58 ", SUBTENDED BY A CHORD OF N24 °00'10 "W, 106.53 FEET; THENCE NORTHWESTERLY 106.70 FEET ALONG SAID CURVE TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107" ON THE EAST BOUNDARY LINE OF THE BLANCHE B. LITTLEJOHN SECTION OF THE PINELLAS TRAIL, AS DESCRIBED IN O.R. BOOK 9424, PAGE 395, SAID PUBLIC RECORDS; THENCE N07 °25'38 "E ALONG SAID BOUNDARY LINE, 170.43 FEET TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107" AT POINT OF CUSP OF A CURVE CONCAVE TO THE NORTHEAST, TO WHICH POINT A RADIAL LINE BEARS S89 °34'41 "W, SAID CURVE HAVING A RADIUS OF 496.67 FEET, A CENTRAL ANGLE OF 29 °10'20 ", SUBTENDED BY A CHORD OF S15 °00'29 "E, 250.16 FEET; THENCE SOUTHEASTERLY 252.88 FEET ALONG SAID CURVE TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107 "; THENCE S29 °35'39 "E, 116.85 FEET TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107 ", THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 546.67 FEET, A CENTRAL ANGLE OF 09 °20'53 ", SUBTENDED BY A CHORD OF S24 °55'13 "E, 89.09 FEET; THENCE SOUTHEASTERLY 89.19 FEET ALONG SAID CURVE TO A 1/2 INCH DIAMETER REBAR WITH I.D. CAP "LB 107" AT POINT OF CUSP OF A CURVE CONCAVE TO THE SOUTHEAST, TO WHICH POINT A RADIAL LINE BEARS N77 °44'16 "W, SAID CURVE HAVING A RADIUS OF 988.87 FEET, A CENTRAL ANGLE OF 07 °45'05 ", SUBTENDED BY A CHORD OF S08 °23'11 "W, 133.68 FEET; THENCE SOUTHERLY 133.78 FEET, ALONG THE ARC OF SAID CURVE, SAID CURVE BEING 50.00 FEET WESTERLY OF AND PARALLEL WITH THE CENTERLINE OF THE EXISTING TRACKS OF THE CSX TRANSPORTATION RAILROAD, TO THE POINT OF BEGINNING, CONTAINING 20844.4 SQUARE FEET, 0.479 ACRES.