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HomeMy Public PortalAboutCrestview Commons and 67 LLC Donation - Redstone PlazaDONATION AGREEMENT This Donation Agreement (the "Agreement") is entered into as of k),Aus . 7 , 2022, by and between 67, LLC, a Florida limited liability company, having a mailing address of 11 Racetrack Road NE, Fort Walton Beach, Florida 32547 (the "Donor") and the City of Crestview, a Florida municipal corporation, having a mailing address of 198 North Wilson Street, Crestview, Florida 32536 (the "Donee"), and joined by Benchmark Crestview Commons, LLC ("Benchmark") as a participating party for the purposes set forth in Section 13. RECITALS: WHEREAS, Donor owns certain real property comprised of approximately .06 acres, more or less, of land located in Okaloosa County, Florida, as more specifically described in Exhibit "A" attached hereto and incorporated herein by reference, together with all rights, privileges and appurtenances thereto belonging (the "Real Property"); and WHEREAS, Benchmark owns property south of the Real Property which it is developing for commercial purposes and, pursuant to a Participation Agreement with Donee, is constructing certain infrastructure improvements which will be conveyed and dedicated to Donee (in part) and the State of Florida (in part) upon completion; and WHEREAS, Donor wishes to donate and contribute the Real Property to Donee and Donee wishes to accept such donation, all in accordance with the terms of this Agreement; and WHEREAS, the parties hereto wish to specify the timing, conditions and terms of the donation. WITNESSETH: 1. Donation and Acceptance. Donor agrees to donate, convey and transfer to Donee, and Donee agrees to receive and accept from the Donor, all of the Donor's right, title and interest in and to the Real Property subject to the terms, conditions and provisions hereof. 2. Donative Intent. The Real Property is being donated by the Donor to Donee as a charitable gift. Donee has not contributed nor given anything of any value in exchange for the donation. 3. Conveyance. The conveyance by the Donor of the Real Property to Donee shall be by Special Warranty Deed in the form of Exhibit "B" attached hereto and incorporated herein by reference (the "Deed"). 4. Title and Survey. At Donee's election and at its sole cost and expense, Donee may obtain a title commitment and survey for an ALTA Owner's Policy of Title Insurance insuring title to the Real Property to Donee to be issued by a title company acceptable to Donee. 5. Donor Warranties and Representations. Donor represents and warrants to Donee as follows: (a) The Donor is a duly organized and validly existing limited liability company under the laws of the State of Florida and has all necessary power and authority to enter into this Agreement and to perform and carry out the terms and conditions required of it hereunder. (b) The Donor is not a "nonresident alien," "foreign corporation," "foreign partnership," "foreign limited liability Donor," "foreign trust" or "foreign estate" within the meaning of Internal Revenue Code Section 1445 and any related Treasury Regulations. 6. Donor's Disclaimer of all other Warranties and Representations. EXCEPT AS PROVIDED FOR IN SECTION 5 OF THIS AGREEMENT, DONEE ACKNOWLEDGES AND AGREES THAT (a) THE REAL PROPERTY SHALL BE CONVEYED, AND DONEE SHALL ACCEPT THE REAL PROPERTY ON THE CLOSING DATE, "AS IS, WHERE IS, WITH ALL FAULTS"; (b) EXCEPT FOR DONOR'S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5 OF THIS AGREEMENT, AND ANY EXPRESS REPRESENTATIONS OR WARRANTIES CONTAINED IN THE DOCUMENTS DELIVERED BY DONOR AT CLOSING (HEREIN COLLECTIVELY CALLED THE "DONOR'S WARRANTIES"), NEITHER THE DONOR, NOR ITS AFFILIATED COMPANIES, INCLUDING ITS COUNSEL, NOR ANY MEMBER, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR, EMPLOYEE, AGENT, NOR AFFILIATE OF DONOR, NOR ANY OTHER PARTY RELATED IN ANY WAY TO ANY OF THE FOREGOING (ALL OF WHICH PARTIES ARE HEREIN COLLECTIVELY CALLED THE "COMPANY PARTIES") HAVE OR SHALL BE DEEMED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) TO DONEE WITH RESPECT TO THE REAL PROPERTY, ANY MATTER SET FORTH, CONTAINED OR ADDRESSED IN ANY DOCUMENTS (INCLUDING, BUT NOT LIMITED TO, THE ACCURACY AND COMPLETENESS THEREOF) OR THE RESULTS OF ANY INVESTIGATIONS RELATED TO THE REAL PROPERTY PREVIOUSLY CARRIED ON BY DONOR; AND (C), DONEE HAS CONFIRMED INDEPENDENTLY ALL INFORMATION THAT IT CONSIDERS MATERIAL TO THE DONATION OF THE REAL PROPERTY. DONEE SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT FOR DONOR'S WARRANTIES, DONEE IS NOT RELYING ON (AND DONOR DOES HEREBY DISCLAIM AND RENOUNCE) ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, FROM DONOR, AS TO: (i) THE OPERATION OF THE REAL PROPERTY, USES, OR MERCHANTABILITY OR FITNESS OF ANY PORTION OF THE REAL PROPERTY FOR A PARTICULAR PURPOSE; (ii) THE PHYSICAL CONDITION OF THE REAL PROPERTY OR THE CONDITION OR SAFETY OF THE REAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, SUITABILITY OF THE REAL PROPERTY FOR A PARTICULAR PURPOSE; (iii) THE PRESENCE OR ABSENCE, LOCATION OR SCOPE OF ANY HAZARDOUS MATERIALS IN, AT, OR UNDER THE REAL PROPERTY; (vii) THE ACCURACY OF ANY STATEMENTS, CALCULATIONS OR CONDITIONS STATED OR SET FORTH IN DONOR'S BOOKS AND RECORDS CONCERNING THE REAL PROPERTY; OR (viii) THE ABILITY OF DONEE TO OBTAIN ANY AND ALL NECESSARY OR DESIRED GOVERNMENTAL APPROVALS OR PERMITS FOR DONEE'S INTENDED USE OF THE REAL PROPERTY. DONEE FURTHER ACKNOWLEDGES AND AGREES THE DONOR IS NOT UNDER ANY DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURES (EXCEPT WITH RESPECT TO DONOR'S WARRANTIES AS SET FORTH IN SECTION 5 OF THIS AGREEMENT) OR INQUIRY REGARDING ANY MATTER WHICH MAY OR MAY NOT BE KNOWN TO THE DONOR. 7. Donee Warranties. Representations and Acknowledgements. Donee represents and warrants to Donor as follows: (a) Donee hereby warrants and represents to the Donor that it is a duly organized and validly existing municipal corporation under the laws of the State of Florida and has all necessary power and authority to enter into this Agreement and to perform and carry out the terms and conditions required of it hereunder. (b) Donee acknowledges that (i) it has inspected the Real Property to its full and complete satisfaction with the full cooperation of the Donor, (ii) such inspection was undertaken by one or more persons of Donee's choosing, and (iii) it had reasonable and full access to the Real Property for the purposes of its inspection. Donee acknowledges that it has not relied, and does not rely, upon any warranties, representations, or statements concerning the Real Property other than those that are specifically included in this Agreement. Donee acknowledges the present state and condition of the Real Property and agrees to accept the Real Property, notwithstanding any known or unknown deficiencies or defects of or with respect to the Real Property, and agrees not to assert any claim or attempt to rescind the transfer and gift of the Real Property to Donee based on the state or condition of the Real Property. 8. The Donor's Documentation and Delivery of Instruments. Prior to Closing or otherwise in the time periods specifically set forth herein, the following documents and instruments will be delivered by the Donor to Escrow Agent: (a) The Deed, executed by the Donor, conveying to Donee all of the Donor's right, title and interest in and to the Real Property; and (b) such other documents as may be reasonably necessary to effectuate the terms and conditions of this Agreement. 9. Closing. The consummation of the donation in accordance herewith ("Closing") shall be held on or before August 31, 2022, unless otherwise extended by Donor or Donee pursuant to a right to do so as expressly set forth herein or by mutual agreement. 10. Costs and Expenses. Donee will be responsible for the payment of the cost of recording the Deed, any Real Property transfer tax or conveyance fees, and any other costs and expenses required to effectuate the transfer contemplated hereby. 11. Charitable Use. Donee intends to use the Real Property exclusively for public purposes within the meaning of Internal Revenue Code Section 170(c)(1) and no part of the net earnings thereof will inure to the benefit of any private shareholder or individual. 12. Commissions and Fees. The Donor and Donee each represents to the other that it has not dealt with any real estate agent or brokerage firm in connection with the transactions contemplated by this Agreement and is not aware of any real estate commissions that are or will become due to any such agent or firm in connection with such transactions. 13. Coordination of Construction Operations. (a) Donor acknowledges its understanding that Donee, or persons acting on its behalf or on behalf of the State of Florida, Department of Transportation, intend to construct (i) a turn - lane from State Road 85 onto a to -be -constructed extension of Hospital Drive south of Donor's property using the Real Property (the "Turn Lane") and (ii) a driveway connection from the to -be - constructed extension of Hospital Drive south of Donor's property onto Donor's property (the "Driveway Access"). Following completion of the Turn Lane and Driveway Access, Donee's existing access to State Road 85 will be closed, and the area thereof landscaped to match existing conditions. All of the foregoing construction work, operations and activities shall be at no cost to Donor. (b) Donee agrees to coordinate with Donor any construction operations which will interfere with public access to Donor's property from the existing State Road 85 entry point. Donee agrees that at no time will access to Donor's property using the existing State Road 85 entry point be closed until such time as equivalent access to Donor's property is given from the to -be - constructed extension of Hospital Drive using the Driveway Access. (c) Donor understands and agrees that it will be responsible for obtaining any necessary tenant approvals associated with the construction of the Driveway Access, including, but not limited to, tenant approvals necessary to temporarily close or limit access to an existing drive-thru on the southern unit of Donor's building. Donor agrees to obtain such approvals and communicate same to Donee for Donee's use in scheduling and coordinating work impacting the drive-thru area and ensuring such work causes the minimum necessary impact, which may involve off-peak hours for construction activities in Donee's discretion. (d) Donee anticipates work to begin on the Turn Lane in July, 2022, beginning with utility relocation followed by turn lane construction in approximately September, 2022. (e) Donee anticipates work to begin on the Driveway Access in August, 2022 and for work within Donee's parking lot to occur in September, 2022. Donee will limit construction within Donee's property to a seven day, non-consecutive period, and use best efforts to coordinate work to minimize any interference to tenant operations. Donee will give Donor 30 days advance notice before performing any work in or on Donee's parking lot. (f) Benchmark shall, and hereby does, protect, defend, save, indemnify and forever hold harmless Donor and Donor's tenants, along with their affiliates and the officers, directors, employees and agents, from and against any and all claims, demands, liabilities, fines, suits, actions, proceedings, orders, decrees, judgments, losses, damages, costs and expenses, including, without limitation, reasonable attorney's fees) arising out of or occurring in connection with any negligent or intentional acts or omissions of Benchmark (or any of its agents, employees, licensees, or contractors) in performing the work or any breach by Benchmark (or any of its agents, employees, licensees or contractors) of any of Benchmark' s duties, representations, warranties or covenants under this Agreement. Benchmark will maintain in force during the performance of the work comprehensive general liability insurance on an occurrence basis, including, without limitation, contractual liability coverage and a broad form property damage endorsement with limits of not less than $2,000,000 per occurrence and in the aggregate with Donor named as an additional insured. Benchmark shall provide a certificate evidencing such insurance on request. 14. Miscellaneous. (a) Relationship of the Parties. Notwithstanding any provision to the contrary in this Agreement, the parties agree that their relationship with respect to the gift contemplated herein is one of donor and donee only, and no provision of this Agreement shall be construed to create any other type of status or relationship between the parties with respect to such gift. (b) Severability. If any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been contained herein. (c) Waiver. The failure of either party to insist, in any one or more instances, upon a strict performance of any of the terms and conditions of this Agreement, or to exercise or fail to exercise any option or right contained herein, shall not be construed as a waiver or a relinquishment for the future of such right or option, but the same shall continue and remain in full force and effect. The continued performance by either party of this Agreement with knowledge of the breach of any term or condition hereof shall not be deemed a waiver of such breach, and no waiver by either party of any provision hereof, shall be deemed to have been made, or operate as estoppel, unless expressed in writing and signed by such party. (d) Notices. All notices herein authorized or required to be given to Donee shall be sent certified mail, registered mail or overnight express, postage prepaid, to Donee at: City of Crestview Tim Bolduc, City Manager 198 North Wilson Street Crestview, Florida 32536 timbolduc.citvofcrestview.ora or to such other address as Donee may from time to time designate in accordance with this Paragraph. All notices herein authorized or required to be given to the Donor shall be sent by certified mail, registered mail or overnight express, postage prepaid, to the Donor at: 67, LLC F.W. "Freddie" Schinz, Manager 11 Racetrack Road NE Fort Walton Beach, Florida 32547 Freddie ra.tifordevelopment.com or to such other address as the Donor may from time to time designate in accordance with this paragraph. All notices herein authorized or required to be given to Benchmark shall be sent by certified mail, registered mail or overnight express, postage prepaid, to Benchmark at: Benchmark Crestview Commons, LLC John Rehak, Director of Acquisitions and Development 4053 Maple Road Amherst, New York 14226 jrehak@benchmarkgrp.com (e) Entire Agreement. This Agreement sets for the complete understanding and agreement of the parties with respect to the Real Property and the transaction that is the subject of this Agreement. No oral statements, representations oragreements other than this Agreement shall have any force or effect and Donee and the Donor agree that they will not rely on any representations or agreements other than those contained in this Agreement. (f) Further Assurances. Either party, upon the request of the other party, shall execute and deliver such further documents and instruments as such other party may reasonably deem appropriate to carry out the terms and conditions of this Agreement, provided that such further documents and instruments are consistent with the terms and conditions of this Agreement. (g) Survival. All agreements, representations, warranties and indemnifications hereunder shall be considered to have been relied upon and shall survive the execution and delivery of this Agreement and the conveyance of the Real Property being conveyed hereunder. (h) Headinas. The headings in this Agreement are for the purposes of reference only and shall not affect or define the meanings hereof. (i) Exhibits. The Exhibits attached hereto are a part of this Agreement. (g) Applicable Law and Binding Effect. This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. (h) Counterparts. This Agreement may be signed in multiple identical counterparts with the same effect as if the signatures thereof and hereto were upon the same instrument. IN WITNESS WHEREOF, Donor and Donee have caused this Agreement to be executed under seal as of the date first above written. DONOR 67, LLC, a Florida limited liability comp le: F.W. Schinz : lansgr DONEE: CITY 4F (RESTVIEW, FLORIDA iMayor r.rt) ATTEST: MARA1 E S ) -RADER City Clerk� BENCHMARK: Benchmark Crestview Commons, LLC, a Florida limited liability company By: Benchmark Properties Management Corp., its Manager Name: Steven :; longo` Title: Vice !'resident EXHIBIT A Property Description PROPOSED VARIABLE WIDTH RIGHT-OF-WAY DONATION A STRIP OF LAND SITUATED IN SECTION 29, TOWNSHIP 3 NORTH, RANGE 23 WEST, CITY OF CRESTVIEW, FLORIDA, BEING A PORTION OF REDSTONE PLAZA SHOPPING CENTER, LYING ADJACENT TO FLORIDA STATE ROAD 85, AND SITUATED NORTH OF THE FORMER McLAIN'S PARCEL (OFFICIAL RECORDS BOOK 3279, PAGE 1881); SAID STRIP BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF THE SOUTH RIGHT-OF-WAY LINE OF REDSTONE AVENUE WEST (PUBLIC RIGHT-OF-WAY WIDTH VARIES) WITH THE WESTERLY RIGHT-OF-WAY LINE OF SAID FLORIDA STATE ROAD 85 (112 FOOT WIDE RIGHT-OF-WAY AS DEPICTED ON FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT-OF-WAY MAP SECTION 57050-2505, DATED 1 JUN 1993); THENCE S 1625'59" W ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 173.72 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE S 1625'59" W ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 218.76 FEET TO THE NORTHEAST CORNER OF THE AFORESAID FORMER "McLAIN'S PARCEL"; THENCE DEPARTING SAID RIGHT- OF-WAY LINE, PROCEED N 87'48' 11" W ALONG THE NORTHERLY PROPERTY LINE THEREOF, A DISTANCE OF 12.84 FEET; THENCE DEPARTING SAID NORTHERLY PROPERTY LINE, PROCEED N 16'21'10" E, A DISTANCE OF 221.87 FEET; THENCE S 73'48'16 E, A DISTANCE OF 12.75 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.06 ACRES, MORE OR LESS. This Instrument Prepared By: Jonathan Holloway, P.A. 420 East Pine Avenue Crestview, Florida 32539 SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED ("Deed") made effective as of the it day of August, 2022, by 67, LLC, a Florida limited liability company, whose mailing address is 11 Racetrack Road NE, Fort Walton Beach, Florida 32547 ("GRANTOR"), to the City of Crestview, Florida, a municipal corporation, having a mailing address of 198 North Wilson Street, Crestview, Florida 32536 ("GRANTEE"). WITNESSETH: The GRANTOR, for valuable consideration paid, the receipt of which is hereby acknowledged, by these presents does remise, release and convey unto the GRANTEE, its heirs, successors and assigns, all of the right, title, interest, claim and demand which GRANTOR has in the following certain land situated in Okaloosa County, Florida (the "Property"): See Exhibit "A" attached hereto and incorporated herein by reference. TO HAVE AND TO HOLD the same, together with the rights, privileges, appurtenances and immunities thereto belonging or in any way appertaining, unto GRANTEE, its successors and assigns, forever. This Deed is made subject to all legal highways, zoning and building laws, ordinances and regulations, to all restrictions, easements, rights -of -way, exceptions, reservations and conditions contained in prior instruments of record in the chain of title to the Property and to any state of facts which an accurate survey would show. GRANTOR, as its sole warranty herein, specially warrants to GRANTEE, and to GRANTEE'S successors and assigns, that GRANTOR, its successors and assigns, will forever defend title to the Property (subject only to the foregoing matters referred to herein) against those claims, and only those claims, of all persons who shall claim title to or assert claims affecting title to the Property or any part thereof, by, through, under or based on the acts of Grantor, but none other. The terms and provisions contained in this Deed shall be binding upon and inure to the benefit of GRANTOR and GRANTEE and their respective successors and assigns. IN WITNESS WHEREOF, GRANTOR has executed this Deed under seal on the date aforesaid. Signed, sealed and delivered in the presence of the following witnesses: Print Name: c e V 1 Print Name: 1-kaitteAt War e..AtJr1 STATE OF FLORIDA COUNTY OF OKALOOSA 11 The foregoing instrument was acknowledged before me this [ day of August, 2022 by F.W. Schinz an, -of-6-7,, LLC, a Florida limited liability company, on behalf of the company, [ ] who is,.p6sonally known to me cl• [ ] produced as identification. My Commission Expires: Notary Seal FEATIERPARKTCN INCOMMISMON NHv73 IMRE&Jlne 0, 2026 Notary Public State of Florida ENILWIT A TO SPECIAL WARRANTy DEED LEGAL DESCRIPTION A STRIP OF LAND SITUATED IN SECTION 29, TOWNSHIP 3 NORTH, RANGE 23 WEST, CITY OF CRESTVIEW, FLORIDA, BEING A PORTION OF REDSTONE PLAZA SHOPPING CENTER, LYING ADJACENT TO FLORIDA STATE ROAD 85, AND SITUA I'ED NORTH OF THE FORMER McLAIN'S PARCEL (OFFICIAL RECORDS BOOK 3279, PAGE 1881); SAID STRIP BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF THE SOUTH RIGHT-OF-WAY LINE OF REDSTONE AVENUE WEST (PUBLIC RIGHT-OF-WAY WIDTH VARIES) WITH THE WESTERLY RIGHT-OF-WAY LINE OF SAID FLORIDA STATE ROAD 85 (112 FOOT WIDE RIGHT-OF-WAY AS DEPICTED ON FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT-OF-WAY MAP SECTION 57050-2505, DATED 1 JUN 1993); THENCE S 1625'59" W ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 173.72 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE S 1625'59" W ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 218.76 FEET TO THE NORTHEAST CORNER OF THE AFORESAID FORMER "McLAIN'S PARCEL"; THENCE DEPARTING SAID RIGHT- OF-WAY LINE, PROCEED N 87'48' 11" W ALONG THE NORTHERLY PROPERTY LINE THEREOF, A DISTANCE OF 12.84 FEET; THENCE DEPARTING SAID NORTHERLY PROPERTY LINE, PROCEED N 16'21'10" E, A DISTANCE OF 221.87 FEET; THENCE S 73'48'16 E, A DISTANCE OF 12.75 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.06 ACRES, MORE OR LESS. This Instrument Prepared By: Jonathan Holloway, P.A. 420 East Pine Avenue Crestview, Florida 32539 Inst. #3575095 Bk: 3640 Pg: 1587 Page 1 of 3 Recorded: 8/30/2022 2:45 PM RECORDING ARTICLE V: $12.00 RECORDING: $15.00 D Doc Stmp: $0.70 DEPUTY CLERK fivy JD PEACOCK 11 CLERK OF COURTS, OKALOOSA COUNTY, FLORIDA SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED ("Deed") made effective as of the ir' clay of August, 2022, by 67, LLC, a Florida limited liability company, whose mailing address is 11 Racetrack Road NE, Fort Walton Beach, Florida 32547 ("GRANTOR"), to the City of Crestview, Florida, a municipal corporation, having a mailing address of 198 North Wilson Street, Crestview, Florida 32536 ("GRANTEE"). WITNESSETH: The GRANTOR, for valuable consideration paid, the receipt of which is hereby acknowledged, by these presents does remise, release and convey unto the GRANTEE, its heirs, successors and assigns, all of the right, title, interest, claim and demand which GRANTOR has in the following certain land situated in Okaloosa County, Florida (the "Property"): See Exhibit "A" attached hereto and incorporated herein by reference. TO HAVE AND TO HOLD the same, together with -the rights, privileges, appurtenances and immunities thereto belonging or in any way appertaining, unto GRANTEE, its successors and assigns, forever. This Deed is made subject to all legal highways, zoning and building laws, ordinances and regulations, to all restrictions, easements, rights -of -way, exceptions, reservations and conditions contained in prior instruments of record in the chain of title to the Property and to any state of facts which an accurate survey would show. GRANTOR, as its sole warranty herein, specially warrants to GRANTEE, and to GRANTEE'S successors and assigns, that GRANTOR, its successors and assigns, will forever defend title to the Property (subject only to the foregoing matters referred to herein) against those claims, and only those claims, of all persons who shall claim title to or assert claims affecting title to the Property or any part thereof, by, through, under or based on the acts of Grantor, but none other. The terms and provisions contained in this Deed shall be binding upon and inure to the benefit of GRANTOR and GRANTEE and their respective successors and assigns. IN WITNESS WHEREOF, GRANTOR has executed this Deed under seal on the date aforesaid. Signed, sealed and delivered in the presence of the following witnesses: Print Nanie: sc]�c•a \.L� Print Name: ka hQr Fear K* \ STATE OF FLORIDA COUNTY OF OKALOOSA The foregoing instrument was acknowledged before me this [ L' day of August, 2022 by F.W. Schinz prof-67,�LLC, a Florida limited liability company, on behalf of the company, [ ] who ersonally known to me n3 [ ] produced as identification. My Commission Expires: Notary Seal t ': HOMER PARKTON * 9 MY COMA MEINammo EXPIRES: June le, 2028 Notary Public State of Florida E I A TO SPECIAL WARRANTY DEED LEGAL DESCRIPTION A STRIP OF LAND SITUATED IN SECTION 29, TOWNSHIP 3 NORTH, RANGE 23 WEST, CITY OF CRESTVIEW, FLORIDA, BEING A PORTION OF REDSTONE PLAZA SHOPPING CENTER, LYING ADJACENT TO FLORIDA STATE ROAD 85, AND SITUATED NORTH OF THE FORMER McLAIN'S PARCEL (OFFICIAL RECORDS BOOK 3279, PAGE 1881); SAID STRIP BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF THE SOUTH RIGHT-OF-WAY LINE OF REDSTONE AVENUE WEST (PUBLIC RIGHT-OF-WAY WIDTH VARIES) WITH THE WESTERLY RIGHT-OF-WAY LINE OF SAID FLORIDA STATE ROAD 85 (112 FOOT WIDE RIGHT-OF-WAY AS DEPICTED ON FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT-OF-WAY MAP SECTION 57050-2505, DATED 1 JUN 1993); THENCE S 1625'59" W ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 173.72 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE S 1625'59" W ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 218.76 FEET TO THE NORTHEAST CORNER OF THE AFORESAID FORMER "McLAIN'S PARCEL"; THENCE DEPARTING SAID RIGHT- OF-WAY LINE, PROCEED N 87'48' 11" W ALONG THE NORTHERLY PROPERTY LINE THEREOF, A DISTANCE OF 12.84 FEET; THENCE DEPARTING SAID NORTHERLY PROPERTY LINE, PROCEED N 16'21'l0" E, A DISTANCE OF 221.87 FEET; THENCE S 73'48'16 E, A DISTANCE OF 12.75 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.06 ACRES, MORE OR LESS.