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TRIANGLE OLD BAY HOLDINGS, LLC " ....; ~. ~ "- ~o j. 3 ~ l:reedom TItle AgenCY, 1465 S. Fort Hamson Ave Sutte 102 Clearwater, Fl 33756 ~e:' 07- 3C~<D.s Prepared by and Rettlrft te: E,O, Armstrong, III, Esquire Johnson, Pope, Bokor, Ruppel & Burns, LLP P.O, Box 1368 Clearwater, Florida 33757-1368 Telephone: 727-461-1818 KEN BURKE, CLERK OF COURT PINELLAS COUNTY FLORIDA INST# 2007273434 08/16/2007 at 02:35 PM OFF REC BK: 15938 PG: 1743-1745 DocType:DEED RECORDING: $27.00 STATUTORY WARRANTY DEED THIS INDENTURE, is made on August 14+11, 2007, between TRIANGLE S.A. LAND, LLC n/k/a TRIANGLE OLD BAY HOLDINGS, LLC, a Florida limited liability company ("Grantor"), whose post office address is 305 N. Fort Harrison Avenue, Clearwater, FL 33755, and THE CITY OF CLEARWATER, FLORIDA, a municipal corporation ("Grantee"), whose post office address is P. O. Box 4748, Clearwater, FL 33758. W! I N E SSE I H: Grantor, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration to Grantor in hand paid by Grantee, the receipt and sufficiency of which are hereby acknowledged, has granted, bargained and sold to Grantee, and Grantee's heirs, successors and assigns forever, the following described land, situated in Pinellas County, Florida: See Exhibit "A" attached hereto and incorporated herein. SUBJECT to applicable land use and zoning restrictions and to easements, reservations and restrictions of record, if any, which are specifically not reimposed or extended hereby, and to taxes for the year 2007 and subsequent years. Grantor does hereby fully warrant the title to said land and will defend the same against the lawful claims of all persons whomsoever. -- .... ~ The tax parcel number for the aforedescribed property is 09-29-15-00000-430-1190 IN WITNESS WHEREOF, Grantor has hereunto set Grantor's hand and seal the day and year first above written, Signed, sealed and delivered in the presence of: TRIANGLE S.A. LAND, LLC, n/kla TRIANGLE OLD BAY HOLDINGS, LLC, a Florida limited liability company By: Triangle Property Holdings, LLC, a Florida lim' d liability compa ,as it's Managin mber /~ r/61 /7JL' i Signature ~ &r fla. L. Ct( 1Il0 f)'~Y(' Print name ' (~1";J'4@. S1~nature f'Jr..<UlIl A ~GLr ~er Print name .:-'-;'~~~~ Gina L. Canopari ~~'-A"y:: Commission' 00492001 ~}~~ Expires January 26, 2010 'f.if,~~ _r"",... _I" 1lO(I.385-7018 #412348 v1 - 2 , . '> ~. . . Exhibit "A" Legal Description A portion of Lots 1,2,3,4,5,6 and 7 of A.B. & JENNIE CATES SUBDIVISION, as recorded in Plat Book 1, Page 64, of the Public Records of Pinellas County, Florida and the vacated alleys per O.R. Book 7270, Page 1731, Public Records of Pinellas County, Florida and a portion of the drainage and utility easement recorded in O.R. Book 7519, Page 329, Public Records of Pine lias County, Florida and a Portion ofthe Ingress-Egress Easement recorded in O.R. Book 7540, Page 275, Public Records of Pinellas County Florida, and a portion of government Lot 4 in Section 9, Township 29 South, Range 15 East and a portion of Lots A and B of BERGENS REPLAT, as recorded in Plat Book 26, Page 41 of the Public Records of Pinellas County, Florida and a portion of a vacated alley per O.R. Book 7546, Page 607, of the Public Records of PiDellas County, Florida, and a portion of Lot 3, Block 2 of JONES SUBDIVISION OF NICHOLSON'S ADDITION TO CLEARWATER HARBOR, as recorded in Plat Book 1, Page 13, of the Public Records of Hillsborough County of which Pinellas County was formerly a part, all being more particularly described a's follows: Commence at the Northeast corner of said Lot 1 of JENNIE CATES SUBDIVISION, also being the intersection of the Southerly right-of-way line of Georgia Street and the Westerly right-of-way line of North Fort Harrison Avenue; thence along the Southerly right-of-way line of Georgia Street S. 88040' 45" W., 100.02 feet to the Point of Beginning; thence S. 00016' 19" E., 528.34 feet, along a line 100.00 feet West of and parallel with the Westerly right-of-way line of North Fort Harrison Avenue; Thence along the Northerly Right-of-Way line of Jones Street, S. 89059' 22"W., 50.00 feet; thence N. 00016' 19" W., 527.20 feet; thence along said Southerly right-of-way line of Georgia Street, N. 880 40' 45" E., 50.01 feet to the Point of Beginning. Parcel ID No. 09-29-15-00000-430-1100 ...Q\AiP',t.)~...~oilicy Americ~h'L~6~fitleAssociation Owner's Policy 10-17-92 withJlorida modifications Policy Number SOC 7 64040 ...** * ~~ * * 1f · "* *...* SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minnesota 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, the said Old Republic National Title Insurance Company has caused its corporate name and seal to be hereunder affixed by its duly authorized officers as of the date shown in Schedule A. the policy to be valid when countersigned by an authorized officer or agent of the Company. Issued through the Office of: OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (612)371-1111 '. /)j~~ AuthOrized Signatory By President Secretary ORT Fonn 331 ALTA Owner's Policy 10-17-92 with Florida modifications 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 which may arise by reason of: 1. (a) A~y law, ordinance or governmental regulation (including but not limited/to building and zoning laws, ordinances, or regulations) restricting.,! regulating, prohibiting or relating to (i) the occupancy, use, or enjoY~ent of the land; (ii) the character, dimensions or location of any impr vement now or hereafter erected on the land; (iii) a separatio in ownership or a change in the dimensions or area of the land or aby parcel of which the land is or was a part; or (iv) environme~tal protection, or the effect of any violation of these laws, ordinances dr governmental regulations, except to the extent that a notice of the ~Qforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any goverl'lmental police power not excluded by (a) above, except to the extent ',hat a notice of the exercise thereof or a notice of a defect, lien or entumbrance resulting from a violation or alleged , violation affecting the l'Qndhasbeen recorded in the public-records at Date of Policy. \ 2. Rights of eminent dO~\lin unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (al created, suffered, assumed or agreed to by the insured claimant; (b) 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; (c) resulting in no loss or damage to the insured claimant; (d) attaching or creating subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (a) the transaction creating the estate or interest insured by thiS' policy being deemed a fraudulent conveyance or fraudulent transfer, or (b) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (i) to timely record the instrument of transfer; or (ii) of such recordation to impart notice to a purchaser for value or a judgment of lien creditor. CONDITIONS AND STIPULATIONS 1. Definition of Terms. The following terms when used in this policy mean: (al "insured": the insured named in Schedule A. and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary successors. (b) "insured claimant": an insured claiming loss or damage. (cl "knowledge" or "known": actual knowledge, not constructive knowledge or notice which may be imputed, to ael insured, by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (d) "land": the land described or referred to in Schedule A. and improvements affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule A. nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (el "mortgage": mortgage, deed of trust, trust deed, or other security instrument. (f) "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 Section 1 (a)(iv) of the Exclusions from Coverage, "public records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district in which the land is located. (gl "unmarketabilityof the title", an aHeged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. Continuation of Insurance After Conveyance of Title. The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness 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 covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. 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 indebtedness 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 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as insured, and INhichmight_causelos.s OJ damage Jor which the Cornpany may be liable by virtue of this policy, or (iii) if title to the estate or interest, as insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4. Defense and Prosecution of Actions; Duty of Insured Claimant to Cooperate. (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, 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 adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter 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 and 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 which allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest, 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 hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company 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 any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the insured to furnish 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. 5. Proof of Loss or Damage. In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which 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. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, 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 proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which 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 records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which 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 other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this paragraph shall terminate any liability of the Company under this policy as to that claim. 6. Options to Payor Otherwise Settle Claims; Termination of Liability. In case of a claim under this policy, the Company shall have the following additional options: (a) To Payor Tender Payment of the Amount of Insurance. To payor tender payment of the amount of insurance under this policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, and the policy shall be surrendered to the Company for cancellation. (b) To Payor Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to payor otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to payor 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 which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs (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. 7. Determination, 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 and only to the extent herein described. (a) The liability of the Company under this policy shall not exceed the least of: (i) the Amount of Insurance stated in Schedule A. or, (ii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance insured against by this policy. (b) The company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of the Conditions and Stipulations. 8. Apportionment. If the land described in Schedule A consists of two or more parcels which are not used as a single site, and a loss is established affecting one or more of the parcels but not all, the loss shall be - computed and settled on a pro rata basis as if the amount of insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive of any improvements made subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the insured at the time of the issuance of this policy and shown by an express statement or by an endorsement attached to this policy. 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 unmarketability of title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (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 therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any 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 the insurance pro tanto. 11. Liability Non-cumulative. It is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay 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 hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A. and the amount so paid shall be deemed a payment under this policy to the insured owner. 12. Payment of Loss. (a) No payment shall be made without producing this policy for endorsement of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 13. Subrogation Upon Payment or Settlement. (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. 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 or remedies. ~ 11 ..c.,.. ... If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to these rights and remedies in the proportion which the Company's payment bears to the whole amount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against by the policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the Company's right of subrogation. (b) The Company's Rights Against Non-Insured Obligors. The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subrogation rights by reason of this policy. 14. Arbitration. 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. 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, any 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. 15. Liabililty Limited to this Policy; Policy Entire Contract. (a) This policy together with all endorsements, if any, attached hereto 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, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 16. Severability. In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full force and effect. 17 Notices, Where Sent. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at its home office, 400 Second Avenue South, Minneapolis, Minnesota 55401, (612) 371-1111. ..... Exhibit" A" Legal Description A portion of Lots 1,2,3,4,5,6 and 7 of A.B. & JENNIE CATES SUBDIVISION, as recorded in Plat Book 1, Page 64, of the Public Records of Pinellas County, Florida and the vacated alleys per O.R. Book 7270, Page 1731, Public Records of Pinellas County, Florida and a portion of the drainage and utility easement recorded in O.R. Book 7519, Page 329, Public Records of Pine lias County, Florida and a Portion of the Ingress-Egress Easement recorded in O.R. Book 7540, Page 275, Public Records of Pinellas County Florida, and a portion of government Lot 4 in Section 9, Township 29 South, Range 15 East and a portion of Lots A and B of BERGENS REPLAT, as recorded in Plat Book 26, Page 41 of the Public Records of Pinellas County, Florida and a portion of a vacated alley per O.R. Book 7546, Page 607, of the Public Records of Pinellas County, Florida, and a portion of Lot 3, Block 2 of JONES SUBDIVISION OF NICHOLSON'S ADDITION TO CLEARWATER HARBOR, as recorded in Plat Book 1, Page 13, of the Public Records of Hillsborough County of which Pinellas County was formerly a part, all being more particularly described a's follows: Commence at the Northeast corner of said Lot 1 of JENNIE CATES SUBDIVISION, also being the intersection of the Southerly right-of-way line of Georgia Street and the Westerly right-of-way line of North Fort Harrison Avenue; thence along the Southerly right-of-way line of Georgia Street S. 88040' 45" W., 100.02 feet to the Point of Beginning; thence S. 000 16' 19" E., 528.34 feet, along a line 100.00 feet West of and parallel with the Westerly right-of-way line of North Fort Harrison Avenue; Thence along the Northerly Right-of-Way line of Jones Street, S. 89059' 22"W., 50.00 feet; thence N. 00016' 19" W., 527.20 feet; thence along said Southerly right-of-way line of Georgia Street, N. 88040' 45" E., 50.01 feet to the Point of Beginning. Parcel ID No. 09-29-15-00000-430-1100 Old Republic National Title Insurance Company SCHEDULE B File Number: 07-3086S Policy No.: SDC 764040 This policy does not insure against loss or damage by reason of the following: 1. Facts which would be disclosed by an accurate and comprehensive survey of the premises herein described. 2. Mechanic's, Contractors' or Materialmen's liens and lien claims, if any, where no notice thereof appears of record. 3. Rights and claims of parties in possession. 4. Easements or claims of easements not shown by the public records. ITEMS NUMBERED 1, 2, 3 & 4 ABOVE ARE HEREBY DELETED 5. General or special taxes and/or assessments required to be paid in the year 2007 and subsequent years. 6. Any lien arising under Chapter 159, Florida Statutes, in favor of any city, town, village or port authority for unpaid service charges for service by any water system, sewer system or gas system servicing the lands described herein. 7. Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled and artificially exposed lands and lands accreted to such lands. 8. Notice recorded in O.R. Book 7640, Page 420, ofthe Public Records of Pine lIas County, Florida. 9. Ingress-Egress Easement, as described in O.R. Book 7540 Page 275, of the Public Records of Pine lIas County, Florida. 10. Ordinance No. 7769-07, as described in O.R. Book 15654, Page 202, ofthe Public Records of Pine lIas County, Florida 11. Lands lie within various county special assessment districts and municipal taxing districts and are subj ect to liens for any unpaid special assessments by virtue of the ordinances and resolutions creating these districts. The special assessments are payable with the ad valorem taxes. This Policy is invalid unless the cover sheet, any exhibits referenced and Schedule A are attached. , . , . ENDORSEMENT ISSUED BY OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Issuing Office File No. 07-30868 Attached to Policy No. SDC 764040 The above referenced Policy is hereby amended as follows: Schedule B, Items 9 and 10 are hereby deleted. This Endorsement is made a part of the Policy and is subject to all of the terms and provisions thereof and of any prior endorsements thereto. Except to the extent stated, it neither modifies any of the terms and provisions of the Policy and any prior endorsements, nor does it extend the effective date of the Policy and any prior endorsements, nor does it increase the face amount thereof. This endorsement shall not be valid or binding unless signed by either a duly authorized officer or agent of the Company. Issue Date: September 11, 2007 ATLAS CREST, INC. D/B/A FREEDOM TITLE AGENCY Bf- ~:R-J, "'-1\.uthonz ignatory .' Old Republic National Title Insurance Company SCHEDULE A File Number: 07-3086S Policy Number SDC 764040 Amount $400,000.00 1. Policy Date: August 16,2007 @ 2:35 pm 2. The Insured hereunder, in whom title to the fee simple estate is vested at the date hereof, is: THE CITY OF CLEARWATER, FLORIDA, a municipal corporation 3. The land referred to in this policy is situated in the County of PINEL LAS, State of Florida, and is described as follows: SEE ATTACHED LEGAL DESCRIPTION This Policy is invalid unless the cover sheet, any exhibits referenced and Schedule B are attached. ATLAS CREST, INC. D/BI A FREEDOM TITLE AGENCY 1465 St. Ft. Harrison Ave., Suite 102 Clearwater, FL 33756 ~ (7:E~+ Authorized 19natory A. SETTLEMENT STATEMENT u.s. Department of Housing and Urljan Development ~ 1r .~ .! B. Type of Loan 1. - FHA 2. - RHS 3. - Cony. Unlns. 8. Fils Numbsr 7. Loan Numbsr 8. Mortgags Insurancs Cass Numbsr 4. - VA 5. - Cony. Ins. 07-30865 C. NOTE: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked (P.O.C.) were paid outside the closing; they are shown here for information purposes and are not included in the totals. D. Name and Address of Borrower E. Name and Address of Seller F. Name and Address of Lender The City of Clearwater, Florida Triangle Old Bay Holdings, LLC G. Property Location H. Settlement Agent ATLAS CREST. INC. dba FREEDOM TITLE AGENCY Vacant Land at 410 N Osceola Ave Clearwater. FL 33755 Place of Settlement I. Settlement 1465 S. Fort Harrison Avenue Date 5u1te 102 08/14/07 Clearwater, FL 33756 J. SUMMARY OF BORROWER'S TRANSACTION: K. SUMMARY OF SELLER'S TRANSACTION: 100. Gross Amount Due From Borrower 400. Gross Amount Due To Seller 101. Contract sales price 401. Contract sales price 102. Personal cropertv 402. Personal property 103. Settlement charges to borrower (line 1400) 403. 104. 404. 105. 405. Adiustments for items paid by seller in advance Adiustments for items Daid bv seller in advance 106. City/town taxes to 406. City/town taxes to 107. CountY taxes to 407. County taxes to 108. Assessments to 408. Assessments to 109. 409. 110. 410. 111. 411. 112. 412. 120. GROSS AMOUNT DUE FROM BORROWER 420. GROSS AMOUNT DUE TO SELLER 200. Amounts Paid By or In Behalf of Borrower 500. Reductions In Amount Due To Seller 201. Deposit or earnest money 501. Excess Deposit (see instructions) 202. Principal amount of new loan(s) 502. Settlement charges to seller (line 14(0) 21,706.50 203. Existing loan(s) taken subiect to 503. Existina loan(s) taken subiect to 204. 504. Payoff of first mortgage loan 205. 505. Payoff of second mortgaae loan 206. 506.2007 Tax Escrow 10#09-29.15-00000'430-1100 5,580.92 207. 507. 208. 508. 209. 509. Adiustments for items unpaid bY seller Adiustments for items unDaid bv seller 210. City/town taxes to 510. City/town taxes to 211. County taxes to 511. County taxes to 212. Assessments to 512. Assessments to 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 218, 518. 219. 519. 220. TOTAL PAID BY/FOR BORROWER 520. TOTAL REDUCTION AMOUNT DUE SELLER 27.287.42 300. Cash At Settlement From or To Borrower 600. Cash At Settlement To or From Seller 301. Gross amount due from borrower (line 120) 601. Gross amount due to seller (line 420) 302. Less amounts paid by/for borrower (line 220) 602. Less reduction amount due seller (line 520) 27.287.42 303. CASH FROM BORROWER 603. CASH FROM SELLER 27,287.42 OMB Approval No. 2502..Q265 (expires 11130/2009) .. OA-14-2007 at 11 :23 AM form HUD-1 (31ap) ref Handbook 4305.2 U.S~ JiEPARTMENT OF HOUSING AND URBAN DEVELOPMENT SEITLEMENT STATEMENT PAGE 2 L. SETTLEMENT CHARGES: FILE #: 07.30865 PAID FROM PAID FROM 700. TOTAL SALES/BROKER'S COMMISSION based on price $ @ = BORROWER'S SELLER'S Division of commission Cline 700) as follows: FUNDS AT FUNDS AT 701. $ to SETTLEMENT SETTLEMENT 702. $ to 703. Commission paid at Settlement 704. 800. ITEMS PAYABLE IN CONNECTION WITH LOAN P.O.C. 801. Loan Origination Fee % 802. Loan Discount % 803. Aopraisal Fee to 804. Credit Report to 805. Lender's Inspection Fee to 806. Mtg. Ins. Application Fee to 807. Assumption Fee to 808. 809. 810. 81L 812. 813. 814. 815. 900. ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE 901. Interest from to @$ /day Days 902. Mortgage Insurance Premium for to 903. Hazard Insurance Premium for yrs to 904. 905. 1000. RESERVES DEPOSITED WITH LENDER FOR 1001. Hazard Insurance mo.@$ /mo. 1002. Mortaage Insurance mO.@$ /mo. 1003. Citv prooerty taxes mo.@$ /mo. 1004. Countv oroperty taxes mo.@$ /mo. 1005. Annual Assessments mo.@$ /mo. 1006. mo.@$ /mo. 1007. mo.@$ /mo. 1008. 1100. TITLE CHARGES 1101. Settlement or closing fee to Freedom Title Agency 345.00 1102. Abstract or title search to Old Republic Title Company 100.00 1103. Title examination to Freedom Title Agency 85.00 1104. Title insurance binder to 1105. Document preparation to 1106. Notary fees to 1107. Attorney's fees to (includes above items No: ) 1108. Title insurance to Freedom Title Agency 2.075.00 (includes above items No: ) 1109. Lender's coveraae $ 1110. Owner's coverage $ .-- 111L 1112. 1113. 1200. GOVERNMENT RECORDING AND TRANSFER CHARGES 1201. Recording fees Deed $ 28.00; Mortgage $ Releases $ 0.00 28.00 1202. City/county/stamps Deed $ Mortgage $ 1203. State tax/stamos Deed $ Mortgage $ 1204. Intangible Tax Deed $ Mortgage $ 1205. Releases/Handling 1300. ADDITIONAL SETTLEMENT CHARGES 1301. Survey to 1302. Pest insoectlon to 1303. Record Prt Release & Sprd Agmt Clerk of the Circuit Court 78.00 1304. Mrtg Rcrd Doc Stlnps & Intg Tx Clerk of the Circuit Court 7.562.50 1305. Title Pnn & Ends Mercantile Macfarlane Ferguson & McMullen 4,153.00 1306. Title Pram for OP TO Triangle Macfarlane Ferguson & McMullen 2,075.00 1307. Ends to Existing MP Mercantile Macfarlane Ferguson & McMullen 880.00 1308. Addi ti ona 1 Charges *** See Attached Addendum *** 4.325.00 1400. TOTAL SETTLEMENT CHARGES (enter on lines 103 and 502, Sections J and K) 21. 706 . 50 IN THE EVENT A RE-PRORATlON OF THE TAXES IS NECESSARY WHEN THE TAX BILLS FOR 2000 ARE PREPARED, THE PARTIES AG BETWEEN THEMSELVES. I have carefully reviewed the HUD-l Settlement Statement and to the belt of my knowledge and belief, It I of all receipt I and dlebursemen e on my account 0 me In this transaction. I further certily that I have received a copy 0 Triangle 0 ay Holdings, LLC, a orlda er BY: BY Buyer/Borrower edgs, the HUD-' Settlement Statement which I have prepared Is a true and accurate accou t underslgnsd as part of the 8Bttlemsnt of thle tranlactlon. I Ir t a ~. G: It II a crime to knowingly make 'alse stalements 10 the United Slal88 on Ihls or any othsr similar for nR.14-2007 at 11:23 AM form HUD-l (3/86) ref Handbook 4305.2 _I,. \ HUD PAGE 2 ADDENDUM Prepared ~ . ATLAS CREST, INC. dba FR EDOM TITLE AGENCY 1465 S. Fort Harrison Avenue Suite 102 Clearwater, FL 33756 727/447-7772 SELLER(S): .............. Triangle Old Bay Holdings, LLC PURCHASER(S): ...... The City of Clearwater, Florida PROPERTY: ............. Vacant Land at 410 N Osceola Ave, Clearwater, FL 33755 FILE #: ..................... 07-30865 SETTLEMENT DATE: 08/14/07 Borrower Seller ITEMS PAYABLE IN CONNECTION WITH LOAN 816. 817. 818. 819. TOTALS TITLE CHARGES 1114. 1115. 1116. 1117. 1118. 1119. 1120. 1121- TOTALS ADDITIONAL SETTLEMENT CHARGES 1309. lender's Atty Fees Macfarlane Ferguson & McMullen 3,500.00 1310. Title Search for OP 2 Triangle Macfarlane Ferguson & McMullen 575.00 1311. Attorney Costs Macfarlane Ferguson & McMullen 250.00 1312. 1313. TOTALS 4,325.00 08-14-2007 al 11 :23 AM .r .......... .................... ...-..................................... ....., ........... ,",.. ..... .............,. SELLER(S): .............. Triangle Old Bay Holdings, LLC PURCHASER(S):...... The City ot Clearwater, Florida PROPERTY: ............. Vacant Land at 410 N Osceola Ave, Clearwater, FL 33755 FILE #: ..................... 07-30865 SETTLEMENT DATE: 08/14/07 PRORATION DATE: 08/14/07 L;;:';;;;;;;;;;.;;-:.;;';.;...; . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ....."....................... .............................. ...................... .................. . . . . . . . . . . . . . . . . . .................. ......,.......... ...... ............................ ................................... . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......".................... ...... . ................ . . . . . . . . . . . . . . . . . . , . . . .................... ..................... ..................,. . .............. . ;::;:';:::;;:;;:;:;:;:;:;:::::;:~ CREDITS CHARGES CASH DUE TO PURCHASERS:.......................................... 0.00 ============= ============= TOTALS: ............................................................................... 0.00 0.00 L;;;;;:;:;:';;;':;:';';::;:;:;;;;;::;;:;;. "............-............... :...;.:...:.......:.:.;.:.:.:.;.:.:.:.;.:.:.:-:.:.:.:.:. .........-.-........... . ..... ................. ...............,............. ............................. ............................ . .--...........-........ . .... :;:;:~ IN THE EVENT A RE-PRORATION OF THE TAXES IS NECESSARY WHEN THE TAX BILLS FOR 2007 ARE PREPARED, THE PARTIES AGREE TO HANDLE SAID RE-PRORATION BETWEEN THEMSELVES. The City ot Clearwater, Florida, a municipal corporation BY: 08-14-2007 at 11:23 AM . .. SELLER(S): .............. Triangle Old Bay Holdings, LLC PURCHASER(S):...... The City of Clearwater, Florida PROPERTY: ............. Vacant Land at 410 N Osceola Ave, Clearwater, FL 33755 FILE #: ..................... 07~3086S 1>:::::::< . . . . . . . . . . , . . . . . . . . ................... ", ...................................... Settlement Fee: .................................................................... Abstract Fee: ....................................................................... Title examination: ................................................................. Owner's Policy Amount: ..................................................... Record Prt Release & Sprd Agmt: .................................... Mrtg Rcrd Doc Stmps & Intg Tx:....................................... Title Prm & Ends Mercantile: ........................................... Title Prem for OP TO Triangle: .......................................... Ends to Existing MP Mercantile: ....................................... Lender's Atty Fees: ............................................................. Title Search for OP 2 Triangle: .......................................... Attorney Costs: ................................................................... 2007 Tax Escrow 10#09-29-15-0??oo-430.1100:................ Record Deed:............................................ ............................ CASH DUE FROM SELLERS:............................................. TOTALS: ...............................................................;............... SETTLEMENT DATE: 08/14/07 PRORATION DATE: 08/14/07 .................... .................... ..................... .................. ... ......... ... ..............................,....... .:.;.:.:.:.;.;.:.:.:.:.:.:.: ...... .:.:,,::::::::::::::::,:,:,:,',:,:~ CREDITS CHARGES Freedom Title Agency Old Republic Title Company Freedom Trtle Agency Freedom Title Agency Clerk of the Circuit Court Clerk of the Circuit Court Macfarlane Ferguson & McMullen Macfarlane Ferguson & McMullan Macfarlane Ferguson & McMullen Macfarlane Ferguson & McMullen Macfarlane Ferguson & McMullen Macfarlane Ferguson & McMullen Plnellas County Tax Collector's Office Clerk of Circuit Court 345.00 100.00 85.00 2,075.00 78.00 7,562.50 4,153.00 2,075.00 880.00 3,500.00 575.00 250.00 5,580.92 28.00 .27,287.42 ------------- ------------- ------------- ------------- 0.00 0.00 L:::: ",:::::,:::::",::':::::::::"';'::':':': ............ ......... :.... :......:./.. :"':':..:: ":"'. :......:.:.:..:.:.::::...:::::::::;:::;:;:::;:;:;:;:::;::::::::::.:.:.::::::: . .... ..... ::::::::::.::::::::;:::::;:;.:.:.::;:::;::::.;.:-:.:.:::-::;.:.:.:. .... ...::::~ IN THE EVENT A RE-PRORATION OF THE TAXES IS NECESSARY WHEN THE TAX BILLS FOR 2007 ARE PREPARED, THE PARTIES AGREE TO HANDLE SAID RE-PRORATION BETWEEN THEMSELVES. 08-14-2007 at 11 :23 AM BY: