DECADE SEA CAPTAIN LLC (2)THIS INSTRUMENT DRAFTED BY:
WHEN RECORDED RETURN TO:
Quarles & Brady LLP
411 E. Wisconsin Avenue, Suite 2400
Milwaukee, WI 53202
Attn: Mary Neese Fertl, Esq.
MAIL TAX STATEMENT TO:
DCIP, LLC
13555 Bishops Court, Suite 345
Brookfield, WI 53005
Assessor's Parcel No:
SPECIAL WARRANTY DEED
THIS INDENTURE made this) I day of,)CLntL , 2017, by and between
the CITY OF CLEARWATER, FLORIDA, a municipal corporation of the State of Florida
whose mailing address is 112 South Osceola Avenue, Clearwater, Florida 33756, party of the
first part or City of Clearwater, and the DECADE SEA CAPTAIN LLC, a limited liability
company authorized to conduct business in the State of Florida, whose mailing address is 13555
Bishops Court, Suite 345, Brookfield, Wisconsin 53005, party of the second part.
WITNESSETH, that the party of the first part, for and in consideration of the sum of
Ten Dollars ($10.00) and other good and valuable consideration, to it in hand paid by said party
of the second part, the receipt and sufficiency of which is hereby acknowledged, has granted,
bargained, sold, released, conveyed and confirmed unto the party of the second part, and to its
successors and assigns forever, all of the following piece, parcel, lot or tract of land, situate,
lying and being in the County of Pinellas and State of Florida, and described more particularly as
follows, to wit:
Lot 1, less the West 110 feet thereof, Block B, COLUMBIA SUBDIVISION,
according to the map or plat thereof recorded in Plat Book 23, Page 60, Public
Records of Pinellas County, Florida (herein, the "Property ")
TOGETHER WITH all and singular the tenements, hereditaments, rights, privileges,
and appurtenances thereunto belonging or appertaining, and every right, title or interest, legal or
equitable, of the said party of the first part in and to the same subject to the restrictions herein.
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The party of the first part hereby covenants with the party of the second part that the
party of the first part is lawfully seized of the Property in fee simple; that party of the first part
has good right and lawful authority to sell and convey the Property, and hereby warrants the title
to the Property and defend the same against the claims of all persons arising by, through or under
the party of the first part, and that the Property is free from all encumbrances, other than those
restrictions expressly provided for herein.
The property hereby conveyed is to be assembled with contiguous property for the
purpose of constructing a redevelopment project including a parking garage as described in that
certain Contract (the "Contract ") for Sale of Real Property by the City of Clearwater, Florida
between the party of the first part and party of the second part (the "Proposed Redevelopment
Project "). If vertical construction of the Proposed Redevelopment Project does not commence
within two (2) years of the later of (a) the date hereof or (b) the Approvals Date as defined in the
Contract or (c) notwithstanding (a) and (b), if vertical construction of the Proposed
Redevelopment Project does not commence within three (3) years from the effective date of the
Contract ( "Construction Commencement Period "), the City of Clearwater shall have the option,
at its sole discretion, to elect within one hundred twenty (120) days after the expiration of said
Construction Commencement Period, to re- purchase the property hereby conveyed for Four
Hundred Twenty -Five Thousand Ten and 00 /100 Dollars ($425,010.00). It is acknowledged and
agreed that the party of the first part does not guaranty that the Approvals will be obtained.
Subject to standard closing procedures, the party of the second part shall re- convey the Property
upon written demand (provided that timely written demand is delivered by the City of Clearwater
to the party of the second part within said one hundred twenty (120) day period) and payment by
the City of Clearwater, which re- purchase shall be closed within sixty (60) days of the party of
the second part's receipt of the City of Clearwater's written notice electing to re- purchase the
Property. The party of the second part hereby acknowledges and agrees that its failure to
commence vertical construction within the Construction Commencement period will result in
irreparable damages or injury for which there is no adequate remedy at law. Therefore, should
the party of the second part fail to commence vertical construction of the Proposed
Redevelopment Project as required herein within the Construction Commencement Period set
forth herein and the City of Clearwater has delivered to the party of the second part written
notice electing to re- purchase the Property within one hundred twenty (120) days after the
expiration of said Construction Commencement Period, the party of the second part
acknowledges and agrees that the City of Clearwater may immediately seek enforcement of this
provision by means of specific performance, injunction, or other equitable relief without the
requirement to post bond or other security. Notwithstanding any provision to the contrary, in the
event the City of Clearwater does not elect by written notice delivered to the party of the second
part on or before one hundred twenty (120) days after the expiration of said Construction
Commencement Period to so re- purchase the Property, then the re- purchase right of the City of
Clearwater shall terminate and the City of Clearwater shall have no further right to re- purchase
the Property. It is the express intent of the parties that the terms and conditions contained in this
paragraph shall survive delivery of the deed.
The party of the second part, its successors and assigns covenant to maintain, in
perpetuity, a minimum of twenty -four (24) parking spaces on the conveyed parcel exclusively
available for use by the general public at market -based rates that are commensurate with rates for
comparable beachfront, covered parking structures in Florida resort areas ( "Public Parking ").
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Said Public Parking spaces shall be located on the ground floor and shall be the first available
parking spaces upon entering the parking garage. This requirement shall remain in full force and
effect at all times other than during activities such as construction, maintenance, reconstruction
or other activities whereby public safety may be compromised. It is acknowledged and agreed
that the party of the second part's failure to provide the Public Parking as required herein, will
cause the City of Clearwater to incur substantial economic damages and losses of types and in
amounts which are impossible to compute and ascertain with certainty as a basis for recovery by
the City of Clearwater of actual damages, and that liquidated damages represent a fair,
reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages, the party of
the second part agrees that liquidated damages may be assessed and recovered by the City of
Clearwater as against the party of the second part in the event the party of the second part fails to
provide the Public Parking in perpetuity, subject however to the provisions of this paragraph.
The City of Clearwater shall not be required to present any evidence of the amount or character
of actual damages sustained by reason thereof, therefore, the party of the second part shall be
liable to the City of Clearwater for payment of liquidated damages in the amount of Seven
Hundred Fifty Dollars ($750.00) for each day that the Public Parking is not provided, as adjusted
for the periods set forth herein. Such liquidated damages are intended to represent estimated
actual damages and are not intended as a penalty.
TO HAVE AND TO HOLD, the same unto the said party of the second part, its heirs
and assigns, to its own proper use, benefit and behoof forever.
IN WITNESS WHEREOF, the said party of the first part has caused these presents to
be executed in its name, and its corporate seal to be hereunto affixed, by its proper officers
thereunto duly authorized, the day and year first above written.
Countersigned:
ctgA)rkR (\Cfr\t•Ibf
George N. Cretekos, Mayor
Approzved as to form
Laura Lipowski Mahony, C. ttorney
STATE OF FLORIDA
: ss
COUNTY OF PINELLAS :
CITY OF CLEARWATER, FLORIDA
By: U) -/ 1 w B. ititztkAc.
William B. Horne, II, City Manager
Attest:
! L'VL 2k'c 0
Rosemarie Call, City Clerk
BEFORE ME, the undersigned, personally appeared George N. Cretekos, the Mayor of
the City of Clearwater, Florida, who executed the foregoing instrument and acknowledged the
execution thereof to be his free act and deed for the use and purposes herein set forth, and who is
personally known to me.
WITNESS my hand and official seal this day c _Jc,Zl.Ua4. 2017.
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Notary Public — State of Florida
Print/type name:
STATE OF FLORIDA
: ss
COUNTY OF PINELLAS :
a '�e Notary Public State of Florida
Patricia A Kuligowski
4�
` My Commission FF 044268
op Expires 10/20/2017
BEFORE ME, the undersigned, personally appeared William B. Horne, II, the City
Manager of the City of Clearwater, Florida, who executed the foregoing instrument and
acknowledged the execution thereof to be his free act and deed for the use and purposes herein
set forth, and who is personally known to me.
WITNESS my hand and official seal this -3 day of �ck(1d� \.i� 2017.
Notary Public — State of Florida
Print/type name: by \QN. '\-- r (t (.er
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R SANDRA HARRIGER
MY COMMISSION # FF930375
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liiii s, EXPIRES: January 04, 2020