INTERLOCAL AGREEMENT BETWEEN CRA AND DDB FOR LOAN TO PURCHASE REAL PROPERTYlNTERL�CAL AGREEMENT
-�~
This Interiocal Agreemen# is made and entered into t�is �^ day af
, z0q3, by and between tbe Commuaity Rede�elQpmen# Agency Qf the City of Clea a#er,
Florida [CR.Aj, a rede�elopment ageney esta�lished pursuant to law, and the l]owntown
DevelQpment Board �'D]7S}, a spe�iai district organired and operating pursuant in t�e ordinan�es
a�nd laws of t�e City of Clearwater.
WHEIZEAS, Florida 5tattrtes 163387 requires alI taxing authorities ta make an annual
app�ropriatian ia an amaunt equal ta the incremental increase i�n the ad �alnrem re�venue weth the
CRA area; ar�d
W�REAS, the DDB is a taxing authority within the meaning of fhe statute; and
WHEREAS, the City Commissian af the City oC Clearwater it� 1982 attempted to egempt the
DDB from ti�e o�iigation to make said payment to the CRA; and
WHEREAS, snch e�temption r�v$s npt statutorily authorized at the time the ordinance was
adopted; and
WHEREAS, the oppor#unity to create such an exemption I�uS eZapsed; and
'��'�iEREAS, the CI�A and the DDB wish to enter into �tn InterlocaI Agreement pvrsuaqt to
Flarida Stafues i63.U1, in which the Dl}B agrees tn perform certsin responsibilities and functions
consistenf with anr� in furtherance af the Downtown Redeoeinpment Plan, in ret�rn for an amouut
equal fo the dif[erence between the increment payment oi �i72,894 and the $47',244 the DDB pays the
CRA iar administrafian.
WHEREAS, the CRA at�d the DDS in the spirit oC cooper�tivn desire to of%r the downtnwn
constituents the opportunity #a utilixe mare efCciently the public dnllars coilected for eaeh enfity;
and
WHEItEAS, the CRA and t�e D�� desire tu euter into an Interlaea! Agreement outlining
the terms and canditivns oi a�oatt frutn the DD$ to the CRA funding the purchase af thaf certain
pareel nf reai estate legaliy des�eribed as R.H. PADGETT'S SUBDIVISION, the North 5U' of the
Sauth Yafl' of the East 157' ai' the West 307' af Lnt 3, accorrling to the raap or piat thereaf as
recorded in P1at Boak HS, Page 27 of the Public Recards of Pi�elias Caunty, Florida
WHEREAS, the CRA and the DDB ha�e a special obligation tn ensure wise and saand
administration nf the programs, incl�ding #he Main Street Pragram; ans�
WHEREAS, the CRA and fhe DDS desire to enter into an InterIacaJ Agreemeu# outIining
the scvpe of ser�iees aad responsiLiIities of the parties.
NDW THEREFURE, in cntisideratian of the ea�enants maiie by eaeh party ta the otber and
af the mutual ad�antages ta rea�iaed by the parfies hereto, the DDB and the CRA agree as follows:
Page 1 of4 CRAIDDB Interloca] Agroement
Sectinn 1. Term. Ti�e term of this Interlaca� Agreerr►ent wRil be the date hereoi thro�gh
September 30, 20f14.
Sectio�n 2. Intenf. It is the iutent af the parties that the r►�aneys psid fa the CRA 6y �he
DDB pursuant ta Florida SEatutes 163.3$7, commnnly referred ta as the tax increment payment, he
returned tu the DDS by fhe �R.A fhe amor�at in ex�ess af the $t37,244 iar the adtninistra#ian af the
DDS. The arnount returned to fhe DDB by the CRA �viu be in egchange far perforrnance of certain
respuusibilities and functions canisistent wifh and in fartherance of the Downtown Rede�eiopment
Plan, hy ttee DDB.
Sectivn 3. Res onsibilifies of #he DDB. The IIDB agrees to rr�arket, promote and assist
with busine55 recruitmeu� The cust of s�id ser�i�es shaII not 6e �ess than t}�e diiference between the
incremenf and ihe cast of administra#ion.
5ection 4. Res onsibiIities oi the CRA.
1, Sco e of Duties. The ser�ices that the CRA will pro►�ide are:
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Prepare carrespondence ior DDB memhers
All DDB iUnds will !ie icept in the City's baak acconat and will �e segreg�ted
for accnunting purposes in the City's recards as a separated, intcrest�arning
fund
Assist Rvith preparatian and manitoring of the annual budget and prepare
amendments as necessary
Prepare manthly �naneial reports
�nsure that the at��►ual audit Ls eonducted
Prepare agendas and distribute packets ta DI7B members prior ta eaeh meeting
Prepare �xieeting notices fnr monthly and special DDS xncetings
Attend meetiugs and records aud transcribe minutes i�aeluding special a�nd su�-
cnmmiftee tnee#ings
Coordinafc fhe cierical work of t�e electian procedures
Handle ali phane inqvires and fol�ow up on #k�e c�IIs
Handle any special inailing naiiees
Know tite mi�lage rate setting requirements and assure the DDB meets aII af fhe
requirements
5er►�e as coordinafar fnr the DDS special �cti�ities
Assist ia the e�aivation of a pubtie relateons program
Sulicit spnnsorships or support far events and publieations
Assist wi#h e�ent calendar and marketing pl�a
Estatrlish a distribution netwark for the pramotional pieces
rnake retaiI retenfian �alls a.nd assist with retsil recruitment
Assist in estahlishiag a down#own office space leasing plan
Admi�uister fhe Fagade Imprv�emen# Gra�t and Hisforic �'ar�ade Ymprovement
Grant prograrns
Assist in looking into other incentF�e aptions fa irnpro�e dawntown properties
Assist with pramofing design related �ragrams to the dnwntown cotnme�nity
Assist with �vlunteer recruitmenf far �arious downtown projects
Qther adminis#ra#ive dufies as mutuatly agreed
Sectinn 5. Cotnnensafion. Yn return for ttie aba�e services, fhe CRA shall pay ta the DDS
this differenee upon recei►+ing fhe incremen# payment from the DDB. The budget for the CRA far
services listed in Sec�ian 4�hove Shs�I be ss follows:
Persanne� and Adminis#r�tion $47,244
Page 2❑f 4 CRAIi]DB Inberlocal A�eemeat
Sectinn �. Laan Terrns.
a} LUAN: The DDB agrees to loan to fhe CRA the principai sum of FnRTY
EIGFIT THUUSAND and 11T01l�Ei Ilaliars ($4�8,00(1.UD}.
b� INTEREST RATE: The Toan witl accrue an imterest rate nf 0°fa
c} PiJRFOSE: The proceeds nf the lnan shalI �e ased only far the purchase of
the s�6ject property in accvrdance with the "Contract for Purc�ase of Reai
Prnperty by the Cammunity Rede�elnpment Agency of the City af
Clearwater, Florida" ar�d is attached hereto and mxde a�art thereof as
exhibit "A". Sai[� contract is represenfed in con�onction with a"Contrac#
for Exchange of Real Estate" �y aRd befween the City Qf C[earwater, Florida
and Clearwater Mall, LLC., appro�ed by the City of Clearwater
Commission, .Tuly ],7, 2QU3, and is attaChed heretQ and made a gart thereQf as
exhibit ��S". Said contraet outlines tt�e "Exchange of Property" Iegal[y
descrihed therein lying adjacent and ear�tige�aus tp the subj�ct property.
d) TERM: Due on sale.
e} REPAYMENT: The prit�eipal amount of the lnau shatI I�e repai� to the DI]B
upon sale of the subject praperty lacated at 804 S. Washington A�enue,
CZearwater, Florida and those pareels rnare particularly deserihed in the
a%rementioned exhibit "B". Upon sale nf said properties far an amnuni
equaI fo the ariginal purchase priee pf au parcels iq t�e approximate amoutxt
o! $1,2A8,0�0, the DDB witI �e reim6�rsed the entire princip$I amount o€ the
"loaa. Shauld the pr[rperty sell fnr an am�unt greates than t�e origina� sates
price, the DDS wizl he reimhiu-se� the entire prinefpal of tb� Ioan plus a
proportiona#e share {3.85%) of the pra�t with the CRA andlor the �ity of
Ciearwater, Florida. Shavid the property seI2 far an amouut ress than tFae
original puret�ase price, the DD$ will be reimbursed the entire principal
ama��t af the loan.
n SECiTR�7'Y: The Ioan s�all be unsecured
5eetion 7. Notice. Sigty (6Q) days ttotice by ei#her party to thc uther gursuant to the
Inter�ocal Agreemeui shalE 6e given in wri#ing and ha�d-delioered or tt�iled as follows:
Chairpersan, Raard of Trustees
Community ItedeYeiopmeut Agency
112 S. �sceola A�enue
�iearwater, Flarida 33756
Chairpersoa
Dawntawn De�elapment Saard
Post Uffice Sox IZ25
Clearwater, Fiarida 33757
Section 8. Entire A�reerttent. This docume�nt embndies the whale Agreement nf the
parties. There are no pramises, terms, conditio�s or allegatians ofher than thase coatai�ed t�erein.
This Agreement shail he bindiug on the parfies, their successars, as5igns and iega! regresenfa#ives.
5ecfion 9. �ilin� E#i'ective Date. As required by Section t63.U1[11}, Florida Stafu#es,
the Interlaca2 Agreemet�f shali be fiied with the Cierk of f�e Circuit Courf of Pineiias Caunty after
execution by the parties, and shal! take effect upon the date ni filin�.
Page 3 of4 CRI�JDDB Interiocal Ag�ment
IN WITNESS WHERE�F, the parties herefo, ur their lawful representati�e, ha�e executed
this agreemeut as the date frst aho�e written.
ApprQ�ved as to farm:
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A�s�si4£ify Attor�ey
CUMMi]M7i°Y REDEYEL�PMENT AGENCY
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B�rian �. Aun
At#est:
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Cy 'a E. Goudesu
Ci erk
Page 4 a£4 CRAILiI}B Inberlocal AgreemersE
Exh i l:> it" A"
CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER,
FLORIDA
PARTIES: Andrew Miller, a married man (herein "Seller"), of 8034 Peaks Road, Mechanicsville,
Va. 32116 Phone: (804) 730-2836, and the COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of
Florida (herein "Buyer" or "CRA") of P. O. Box 4748, Clearwater, Florida 33758-4748,
ATTENTION: Ralph Stone, Executive Director, (collectively "Parties") hereby agree that the
Seller shall sell and Buyer shall buy the following real property ("Real Property") and personal
property ("Personalty") (collectively "Property") upon the fol/owing terms and conditions.
1. PROPERTY DESCRIPTION
LEGAL DESCRIPTION: R. H. PADGETT'S SUBDIVISION, the North 50 feet of the South
100 feet of the East 157 feet of the West 307 feet of Lot 3,
according to the map or plat thereof as recorded in Plat Book
H5, Page 27, Public Records of Pinellas County, Florida.
PERSONALTY:
NONE
2. FUI L PURCHASE PRiCE................................................... ......................... .... $ 48,000
Payable as follows: Amount to be paid for the real property.................. ............ $ 43,500
Reimbursement for Seller relocation & moving expenses... ... $ 4,500
3. MANNER OF PAYMENT: City of Clearwater check in U.S. funds
at time of closing .................................. ........... ........... $ 48,000
4. PURCHASE PRICE
The Full Purchase Price as shown herein has been reached through negotiations with the Sel/er
by CRA staff. The Full Purchase Price is based upon current Just Market Value of $43,500
established by the Pinel/as County Property Appraiser for the real property, plus additional funds
to reimburse Seller for any expenses associated with moving personal property and relocating
current tenants.
5. TIME FOR ACCEPTANCE; APPROVALS
Following execution of this contract by Seller, the price, terms and conditions as contained
herein shall remain unchanged and be held unconditionally open for a period of 45 days
following delivery in duplicate original to eRA staff for acceptance and approval or rejection by
action of the governing board of the CRA. If this agreement is accepted and approved by the
CRA, it will be executed by duly authorized CRA officials and delivered to Seller within 10 days
thereafter. If this contract is rejected by the CRA governing board upon initial presentation, this
contract shall be null and void in all respects and Seller shall be so informed in writing within 5
days of such action.
6. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by Statutory
Warranty Deed, subject only to matters contained in Paragraph 7 acceptable to Buyer.
Otherwise title shall be free of liens, easements and encumbrances of record or known to Seller,
but subject to property taxes for the year of closing; covenants, restrictions and public utility
easements of record; and no others provided there exists at closing no violation of the foregoing
and none of them prevents Buyer's intended use of the Property. Seller warrants and represents
that there is ingress and egress to the Real Property sufficient for the intended use as described
herein.
7. TITLE EVIDENCE
Seller shall, at Seller expense and within 15 days prior to closing date deliver to Buyer a title
insurance commitment issued by a Florida licensed title insurer agreeing to liens,
encumbrances, exceptions or qualifications set forth in this Contract, and those which shall be
discharged by Seller at or before closing. Seller shall convey a marketable title subject only to
liens, encumbrances, exceptions or qualifications set forth in this Contract. Marketable title shall
be detennined according to applicable Title Standards adopted by The Florida Bar and in
accordance wtth law. Buyer shall have 5 days from receiving evidence of title to examine it. If
title is found defective, Buyer shall, within 3 days thereafter, notify Seller in writing specifying
defect(s). If the defect(s) render title unmarketable, Seller will have 120 days from receipt of
notice within which to remove the defect(s), failing which Buyer shall have the option of either
accepting the title as it then is or withdrawing from this Contract. Seller will, if title is found
unmarketable, make diligent effort to correct defect(s) in title within the time provided therefor,
including the bringing of necessary suits.
8. SURVEY
Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same,
may have Real Property surveyed and certified to the Buyer, Seller and closing agent by a
registered Florida land surveyor. If survey shows any encroachment on Real Property, or that
improvements located on Real Property encroach on setback lines, easements, lands of others,
or violate any restrictions, contract covenants or applicable governmental regulation, the same
shall constitute a title defect. The survey shall be perfonned to minimum technical standards of
the Florida Administrative Code and may include a description of the property under the Florida
Coordinate System as defined in Chapter 177, Florida Statutes.
9. CLOSING PLACE AND DATE
Seller shall designate closing agent and this transaction shall be closed in the offices of the
designated closing agent in Pinellas County, Florida, within 90 days of the effective date, unless
extended by other provisions of this contract. If either party is unable to comply with any
provision of this contract within the time allowed, and be prepared to close as set forth above,
after making all reasonable and diligent efforts to comply, then upon giving written notice to the
other party, time of closing may be extended up to 30 days without effect upon any other term,
covenant or condition contained in this contract.
Page 2 of 7
10. CLOSING DOCUMENTS
Seller shall furnish closing statements for the respective parties, deed, bill of sale (if applicable),
mechanic's lien affidavit, assignments of leases, tenant and mortgage estoppel letters, and
corrective instruments.
11. CLOSING EXPENSES
Documentary stamps on the deed, unless this transaction is exempt under Chapter 201.24,
Florida Statutes, shall be paid by the Seller. Seller shall also pay title agent closing fees and the
costs of recording any corrective instruments. Buyer shall pay recordation of the deed.
12. PRORATIONS; CREDITS
Taxes, assessments, rent (if any) and other revenue of the Property shall be prorated through
the day before closing. Closing agent shall collect all ad valorem taxes uncollected but due
through day prior to closing and deliver same to the Pinellas County Tax Collector with
notification to thereafter exempt the Property from taxation as provided in Chapter 196.012(6),
Florida Statutes. If the amount of taxes and assessments for the current year cannot be
ascertained, rates for the previous year shall be used with due allowance being made for
improvements and exemptions. Assessments for any improvements that are substantially
oomplete at time of closing shall be paid in full by Seller.
13. OCCUPANCY
Seller wanants that there are no parties in occupancy other than the Seller or family members,
or as otheJWise disclosed herein. Seller agrees to deliver occupancy of the Property at time of
closing completely vacant and in "broom clean" condition unless otherwise stated herein. If
occupancy is to be delivered before closing, Buyer assumes all risk of loss to Property from date
of occupancy, shall be responsible and liable for maintenance from that date, and shall be
deemed to have accepted Property in its existing conditions as of the time of taking ocwpancy
unless otherwise stated herein or in separate writing.
14. PROPERTY CONDITION
Seller shall deliver the Property to Buyer at time of closing in its present "as is" condition,
ordinary wear and tear excepted, and shall maintain the landscaping and grounds in a
oomparable condition. Seller makes no warranties other than is disclosed herein in Paragraph
20 ("SELLER WARRANTIES") and marketability of title. Buyer's covenant to purchase the
Property "as is. is more specifically represented and subject to the following provisions:
As Is With Right of Inspection: Buyer may, at Buyer expense and within 60 days following the
Effective Date ("Inspection Period"), conduct inspections, tests, environmental and any other
investigations of the Property Buyer deems necessary to detennine suitability for Buyer's
intended use. Seller shall grant reasonable access to the Property to Buyer, its agents,
contractors and assigns for the purposes of conducting the inspections provided, however, that
all such persons enter the Property and conduct the inspections and investigations at their own
risk. Seller will, upon reasonable notice, provide utilities services as may be required for Buyer's
Page 3 of 7
inspections and investigations. Buyer shall not engage in any activity that could result in a
mechanics lien being filed against the Property without Seller's prior written consent. Buyer may
terminate this contract by written notice to Seller prior to expiration of the Inspection Period if the
inspections and/or investigations reveal conditions which are reasonably unsatisfactory to Buyer,
unless Seller elects to repair or otherwise remedy such conditions to Buyer satisfaction; or
Buyer, at its option, may elect to accept a credit at closing of the total estimated repair costs as
determined by a licensed general contractor of Buyer's selection and expense. If this transaction
does not close, Buyer agrees, at Buyer expense, to repair all damages to the Property resulting
from the inspections and investigations and retum the Property to its present condition.
15. WALK.THROUGH INSPECTION
At a time mutually agreeable between the parties, but not later than the day prior to closing,
Buyer may conduct a final "walk-through" inspection of the Property to determine compliance
with any Buyer obligations under Paragraphs 8 and 14 and to insure that all Property is in and on
the premises. No new issues may be raised as a result of the walk-through.
16. SELLER HELD HARMLESS
Buyer is self insured. and subject to the limits and restrictions of the Florida Sovereign immunity
statute. F .S. 768.28. agrees to indemnify and hold harmless the Seller from claims of injury to
persons or property during the inspections and investigations described in Paragraph 15(b)
resulting from Buyer's own negligence only, or that of its employees or agents only, subject to
the limits and restrictions of the sovereign immunity statute.
17. RISK OF LOSS
If the Property is damaged by fire or other casualty before closing and cost of restoration does
not exceed 3% of the assessed valuation of the Property so damaged, cost of restoration shall
be an obligation of the Seller and closing shall proceed pursuant to the tenns of this contract with
restoration costs escrowed at closing. If the cost of restoration exceeds 3% of the assessed
valuation of the improvements so damaged, Buyer shall have the option of either taking the
Property "as is", togeth~r with either the 3% or any insurance proceeds payable by virtue of such
loss or damage. or of canceling this contract.
18. PROCEEDS OF SALE; CLOSING PROCEDURE
The deed shaH be recorded upon clearance of funds. Proceeds of sale shall be held in escrow
by Seller's attorney or by such other mutually acceptable escrow agent for a period of not longer
than 5 days from and after closing, during which time evidence of title shall be continued at
Buyer's expense to show title in Buyer, without any encumbrances or change which would
render Seller's title unmarketable from the date of the last title evidence. If Seller's title is
rendered unmarketable through no fault of the Buyer, Buyer shall, within the 5 day period, notify
the Seller in writing of the defect and Seller shall have 30 days from the date of receipt of such
notification to cure the defect. If Seller fails to timely cure the defect, all funds paid by or on
behalf of the Buyer shall, upon written demand made by Buyer and within 5 days after demand,
be returned to Buyer and simultaneously with such repayment, Buyer shall return Personalty and
vacate Real Property and reconvey it to Seller by special warranty deed. If Buyer fails to make
Page 4 of 7
timely demand for refund, Buyer shall take title "as is", waiving all rights against Seller as to any
intervening defect except as may be available to Buyer by virtue of warranties contained in the
deed. The escrow and closing procedure required by this provision may be waived if title agent
insures adverse matters pursuant to Section 627.7841, F.S. (1987), as amended.
19. DEFAULT
If this transaction is not closed due to any default or failure on the part of the Seller, other than to
make the title marketable after diligent effort, Buyer may seek specific performance or
unilaterally cancel this agreement upon giving written notice to Seller. If this transaction is not
closed due to any default or failure on the part of the Buyer, Seller may seek specific
performance. If a Broker is owed a brokerage fee regarding this transaction, the defaulting party
shall be liable for such fee.
20. SELLER WARRANTIES
Seller warrants that there are no facts known to Seller that would materially effect the value of
the Property, or which would be detrimental to the Property, or which would effect Buyer's desire
to purchase the property except as follows: (Specify known demcts. If none am known, write
"NONE")
7Ur-vuJ
Buyer shall have the number of days granted in Paragraph 14 above ("Property CondiOOn") to
investigate said matters as disclosed by the Seller, and shall notify Seller in writing whether
Buyer will close on this contract notwithstanding said matters, or whether Buyer shall elect to
cancel this contract. If Buyer fails to so notify Seller within said time period, Buyer shall be
deemed to have waived any objection to the disclosed matters and shall have the obligation to
close on the contract.
21. RADON GAS NOTIFICATION
In accordance with provisions of Section 404.056(8), Florida Statutes (1989), as amended,
Buyer is hereby infonned as follows:
RADON GAS: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks b
persons who are exposed to it over time. Levels of radon that exceed federal aoo
state guidelines have been found in buildings in Florida. Additional infonnatim
regarding radon and radon testing may be obtained from your county health unit.
22. CONTRACT NOT RECORDABLE; PERSONS BOUND
Page 5 of 7
Neither this contract nor any notice of it shall be recorded in any public records. This contract
shall bind and inure to the benefit of the parties and their successors in interest. Whenever the
context permits, singular shall include plural and one gender shall include all.
23. NOTICE
All notices provided for herein shall be deemed to have been duly given if and when deposited in
the United States Mail, properly stamped and addressed to the respective party to be notified,
including the parties to this contact, the parties attomeys, escrow agent, inspectors, contractors
and all others who will in any way act at the behest of the parties to satisfy all terms and
conditions of this contract.
24. ASSIGNABILITY; PERSONS BOUND
This contract is not assignable. The tenns "Buyer", "Seller", and "Broker" (if any) may be
singular or plural. This Contract is binding upon Buyer, Seller, and their heirs, personal
representatives, successors and assigns (if assignment is pennitted).
25. ATTORNEY FEES; COSTS
In any litigation arising out of this contract, the prevailing party shall be entitled to recover
reasonable attorney's fees and costs.
26. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict
with them.
27. BROKER REPRESENTATION
Seller and Buyer covenant with each other that neither is represented by a Real Estate Broker in
connection with the transaction contemplated hereby, and that no brokerage fee or expense is
due to any Broker with respect to this transaction.
28. EFFECT OF PARTIAL INVALlDITV
The invalidity of any provision of this contract will not and shall not be deemed to effect the
validity of any other provision. In the event that any provision of this contract is held to be invalid,
the parties agree that the remaining provisions shall be deemed to be in full force and effect as if
they had been executed by both parties subsequent to the expungement of the invalid provision.
29. GOVERNING LAW
It is agreed by and between the parties hereto that this contract shall be governed by, construed,
and enforced in accordance with the laws of the State of Florida.
30. COUNTERPARTS; FACSIMILE COPY
This contract may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument. A facsimile copy of this
contract, including any addendum, attachments and any written modifications hereof, end any
initials or signature thereon shall be deemed an original.
Page 6 of 7
31. ENTIRE AGREEMENT
Upon executioo by Seller and Buyer, this contract shall constitute the entire agreement between
the parties, shall supersede any and all prior and contemporaneous written and oral promises,
representations or conditions in respect thereto. All prior negotiations, agreements, memoranda
and writings shall be merged herein. Any changes to be made in this agreement shall only be
valid when expressed in writing, acknowledged by the parties and incorporated herein or
attached hereto.
APPROVED & EFFECTIVE this
day of
, 2003.
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA
By:
Brian J. Aungst, Chairperson
Attest:
Cynthia E. Goudeau, City Clerk
SELLER:
tZwL1.Ltk- iJ4~ A)
Andrew Miller.' -
Approved as to form: '
Pam Akin, City Attorney
Page 7 of 7
Exhibit "8"
CONTRACT FOR EXCHANGE OF REAL PROPERTY
THIS CONTRACT is made and entered into as of the 12th day of June, 2003,
by and between the CITY OF CLEARWATER, FLORIDA, a municipality, hereinafter
referred to as the "City." and CLEARWATER MALL, LLC, a Delaware limited liability
company, hereinafter referred to as the "Owner," for the exchange of properties in
Clearwater. Florida, as described herein.
The parties hereto agree as follows:
1. ExchanQe of Property. The City shall convey title to certain real
property referred to as "Parcel 1" which is described in Exhibit A to this contract to the
Owner. The Owner shall convey, or cause to be conveyed. title to certain real
property referred to as "Parcel 2" which is described in Exhibit 8 to this contract to the
City and "Parcel 3" which is described in Exhibit C to this contract to the City. The
conveyance of Parcel 1 shall constitute full consideration for the conveyance of Parcel
2 and Parcel 3. The conveyance of Parcel 2 and Parcel 3 shall constitute full
consideration for the conveyance of Parcel 1.
2. Definitions. In this contract, "Seller" shall mean the City with respect to
Parcel 1 and the Owner with respect to Parcel 2 and Parcel 3. "Purchaser" shall mean .
the Owner with respect to Parcel 1 and the City with respect to Parcel 2 and 3. The
"Parcel 2 Clearwater Automotive Contract" shall mean that certain Agreement for Sale
and Purchase of Property between Frank L. McKinley & Joel Kehrer, individuals and
Salvage Properties, as seller and Owner; as buyer, dated as of June 12, 2003 in the
amount of $1.013,050 substantially in the form attached hereto as Exhibit "0" and
made a part hereof. The "Parcel 3 Contract" shall mean that certain Agreement for
Sale and Purchase of Property between Ruth M. Mills & Arthur Miller, Jr., individuals,
as seller and Owner, as buyer, dated as of . 2003 in the amount of $145000
,
substantially in the form attached hereto as Exhibit "0" and made a part hereof.
These terms are used for convenience and do not imply the payment of any
compensation other than conveyance of real property in exchange for real property.
3. LeQal Descriptions. The legal description of the properties being
exchanged between the parties are described as follows:
I
a. Parcel 1 - See Exhibit "A" attached;
b. Parcel 2 - See Exhibit "8" attached.
c. Parcel 3 - See Exhibit "C" attached.
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4. Purchase Price. It is mutually agreed that the transfer of Parcel 1 by the
City to the Owner and the transfer of Parcel 2 and Parcel 3 to the City shall constitute
the full and sufficient consideration for the exchange of properties.
5. Commission Approval. Following the execution of this contract by the
Owner, this contract shall be held open for acceptance and approval by the
Clearwater City Commission for 30 days following receipt in the offices of the City of
Clearwater City Manager. Unless this contract is unconditionally approved and
accepted by the City Commissi:m within the 30 days and written notice of the approval
and acceptance delivered to Owner within 30 days following receipt by the aforesaid
City Manager's Office, the Owner may at its sole option and discretion terminate this
contract whereupon each party shall be relieved of all further obligations hereunder.
The City shall cooperate with Owner in a timely manner in the execution of
applications necessary and required as to Parcel 1 so that Owner can submit and
process applications required to facilitate the Phase II redevelopment of Clearwater
Mall. The only contingency to the City in acquiring fee simple title to Parcel 2 and
Parcel 3 is obtaining commercially reasonable title and survey to said parcels.
6. Closina Date. (a) This transaction shall be closed and the deeds and
other closing papers delivered no later .than 30 days after receipt of written notice of
approval of this contract by the Clearwater City Commission. Notwithstanding
anything to the contrary in this contract, the closing of this transaction is contingent
upon the Owner's simultaneous closing on Parcel 2 Clearwater Automotive Contract
and the Parcel 3 Contract.
(b) Seller's Possession After Closing. City shall be entitled to remain in
possession of Parcel 1 from the Closing until. it opens a replacement fire station for service at
565 Sky Harbor Drive" Clearwater, Florida currently under construction (the "Occupancy
Period") and City agrees to use its best efforts to construct and open said replacement fire
station. In no event shall the Occupancy Period extend past February 28, 2004. It shall be
the City's responsibility at City's sole cost and expense, to remove all personal property,
equipment and salvage located on Parcel 1 on or before the expiration of the Occupancy
Period. City shall defend, indemnify and hold Owner harmless from all cost, expense and
liability resulting from Owner's use or possession of Parcel 1 from the period of Closing until
City shall tleliver possession of same to the Owner. Owner shall have the right to make
periodic inspections of Parcel 1 during the period of City's possession after Closing, including
environmental inspections, but Owner agrees to conduct such inspections in a manner that
will not unduly interfere with City's day to day operation. City shall have no responsibility or
obligation to raise, remove or demolish any of; the existing buildings and structures on Parcel
1. Notwithstanding anything to the contrary in this contract. the City shall pay Owner
the sum of $5,000 per month, payable in advance, during the Occupancy Period. Said
payments shall commence on the Closi!"9 Date and the first day of each successive
month. The foregoing paragraph shall survive the Closing of this transaction.
7. Title Evidence. The Owner shall order and provide to Owner within
thirty (30) days after the full execution of this Contract, at Owners expense, a
commitment for title insurance in the amount of $1,200,000.00 which commitment
shall show a marketable unencumbered fee simple title in the name of the Owner as to
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Parcel 1. The Owner shall have fifteen (15) days after receipt of said commitment and
Survey (as hereinafter defined) for the examination thereof, and within said period
shall notify the City in writing of any objections to said title. If this notification is not
given within said time period, then said title shall be conclusively deemed to be
acceptable to the Owner. In the event that the title to Parcel 1 is not good and
marketable, the City shall have fifteen (15) days thereafter to perfect the title. If the
defects are not cured within such time, then the Owner may cancel this contract or
waive the defects and accept the property without deduction on account of said
defects. A final title insurance policy will be issued to the Owner within fifteen (15)
days after closing.
The Owner, at no cost to the City, shall order and provide to City a
commitment for title insurance in the amount of $1,013,050.00 which commitment
shall show a marketable unencumbered fee simple title as to Parcel 2 and a
commitment for title insurance in the amount of $145,000.00 which commitment shall
show a marketable unencumbered fee simple title as to Parcel 3. The City shall have
fifteen (15) days after delivery of said commitments for the examination thereof, and
within said period shall notify the Owner in writing of any objections to said title. If this
notification is not given within said time period, then said title shall be conclusively
deemed to be acceptable to the City. In the event that the title to Parcel 2 and Parcel
3, is not good and marketable, the Owner shall have forty-five (45) days thereafter to
perfect the title, or cause the title to be perfected. If the defects are not cured within
such time, then the City may cancel this contract or waive the defects and accept the
property without deduction on account of said defects. A final title insurance policy will
be issued to the City within fifteen (15) days after closing. The Owner and the City
shall mutually agree upon a title insurance company and closing agent; provided that
the City shall accept the title insurance company in the Parcel 2 Clearwater
Automotive Contract and the Parcel 3 Contract.
8. Permitted Exceptions. The parcels shall be conveyed to the
Purchasers subject to no liens, charges, encumbrances, restrictions, exceptions, or
reservations of any kind or character other than the following permitted exceptions:
a. Zoning ordinances and land use regulations;
b. Any easements, restrictions or other matters that appear in the
commitment and/or survey (excluding standard exceptions) which are not
objectionable exceptions; and ~
c. Any agreements between the parties that are part of this contract.
9. Survey. The Owner, at Owner's sole cost and expense, may obtain a
current survey (the "Survey") of the Parcel'1 prepared by a duly licensed land
surveyor. The Owner, at Owner's sole cost and expense, shall obtain a current survey
of the Parcel 2 and/or Parcel 3 prepared by a duly licensed land surveyor.
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10. Closings and Possession. Subject to satisfaction of the conditions
precedent set forth in this Agreement, the exchange contemplated herein shall occur
simultaneously with the closing of- the Parcel 2 Clearwater Automotive Contract and
Parcel 3 Contract. Said closings shall be simultaneous. City shall accept a deed from
(i) the sellers under the Parcel 2 Clearwater Automotive Contract instead of the
Owner, and (ii) the seller under the Parcel 3 Contract. City is aware that, pursuant to
the terms and conditions of the Parcel 2 Clearwater Automotive Contract, Clearwater
Automotive shall shall have the right to remain in possession of the Parcel 2 property
for a period of two (2) years from and after the date of closing and it shall be such
occupant's responsibility at occupant's sole cost and expense, to remove all personal
property, equipment and salvage located on this portion of the property on or before
the expiration of the two (2) year period from date of closing;
11. Property Taxes. To the extent any property taxes are assessed, all
property taxes shall be prorated at closing.
12. Intentionally Deleted.
13. Condition Precedent to Owner's Obligation to Close. The
consummation of the transaction contemplated by this contract is contingent upon the
following:
a.
Owner's simultaneous closing on Parcel 2 Clearwater Automotive
Contract and the Parcel 3 Contract. If Owner does not close
under the Parcel 2 Clearwater Automotive Contract and the Parcel
3 Contract, this contract shall become null and void.
b.
Parcel 1 having a commercial land use and zoning classification to
accommodate the Owner's intended Phase II redevelopment of
the Clearwater Mall Project.
c.
Owner's sole and absolute satisfaction with the environmental
condition of Parcel 1.
..
Notwithstanding anything to the contrary in the Agreement, if the Closing shall not
have occurred on or before December 31, 2003, and "a", lib" and "c" immediately
above have not occurred, then Owner has the option to terminate this contract
whereby the rights and obligations of the p~rties shall cease.
14. ClosinQ Costs. The Owner shall pay the following closing costs and
expenses in connection with the closing of Parcel 1 :
a. All documentary stamps in .connection with" the conveyance of the
property;
b.
title insurance;
The premium and all search fees payable for the owner's policy of
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c. Recording fees in connection with those instruments necessary to
render title acceptable to the Owner; and
d. Its costs of document preparation and its attorneys' fees.
The City shall pay its costs of document preparation and its attorneys'
fees.
The Owner shall pay all the costs of the Buyer pursuant to the terms and
conditions of the Parcel 2 Clearwater Automotive Contract and Parcel 3 Contract.
15. Risk of Loss. With respect to Parcel 1 , the risk of loss or damage to the
premises (other than buildings and other structures on Parcel 1), until delivery of deed,
is assumed by the City. The City further agrees to maintain Parcel 1 and to deliver
said Parcel 1 (other than buildings and other structures on Parcel 1) to the Owner in
the same condition as when the contract was executed, ordinary wear and tear
excepted. With respect to Parcel 2 and Parcel 3, the risk of loss or damage to the
premises by fire or otherwise, until delivery of deed, is assumed as expressly provided
in the Parcel 2 Clearwater Automotive Contract and Parcel 3 Contract, respectively.
Parcel 2 and Parcel 3 will be delivered to the City as expressly provided in the Parcel
2 Clearwater Automotive Contract and Parcel 3 Contract, respectively.
Notwithstanding anything to the contrary in this contract, the City, its successors and
assigns, does hereby release and forever discharge, Owner, Owner's successors,
officers, assigns, and all of Owner's respective successors, assigns, and affiliates, and
all of Owner's respective present and former members, officers, employees,
representatives, agents, assigns, of and from any and all claims, demands, obligations
or liabilities, of any nature whatsoever, including but not limited to claims for property
damages, personal injury or death arising out of, or in conjunction with the Parcel 2
Clearwater Automotive Contract, the Parcel 3 Contract, the City's occupation or use of
Parcel 2 and the permitted occupation or use of Parcel 2 after the transfer of Parcel 2
as permitted under the Parcel 2 Clearwater Automotive Contract, and the City's
occupation or use of Parcel 3. Notwithstanding anything to the contract in this
contract, the City hereby defends, indemnifies and holds Owner harmless from and
against any claims, demands, obligations or liabilities, of any nature whatsoever,
including but not limited to (i) claims for in connection with the presence or release of
any and all Hazardous Materials (as hereinafter defined) at or on the Parcel 2 and Parcel
3, including, without limitation, all costs of re~oval and disposal of any and all Hazardous
Materials (as hereinafter defined), all costs of determining whether the Parcel 2 and
Parcel 3 are in compliance with applicable local, state, and federal environmental laws, all
costs of causing Parcel 2 and Parcel 3 to be in compliance with applicable local, state and
federal environmental laws, all costs associated with claims for damages to persons or
property, and Owner's attorney's fees and consultants' fees and court costs, (ii) property
damages, personal injury or death arising out of, or in conjunction with the Parcel 2
Clearwater Automotive Contract for the occupation or use of the Parcel 2 or suffered
or incurred as a result of the City's or occupation or use of Parcel 2 for any purpose
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including the permitted occupation or occupation of Parcel 2 after the transfer of
Parcel 2 as permitted under the Parcel 2 Clearwater Automotive Contract except to
the extent of Owner's negligence or Owner's breach of the Parcel 2 Clearwater
Automotive Contract, and (Hi) property damages, personal injury or death arising out
of, or in conjunction with the Parcel 3 Contract for the occupation or use of the Parcel
3 or suffered or incurred as a result of the City's occupation or use of Parcel 3 for any
purpose except to the extent of Owner's negligence or Owner's breach of the Parcel 3
Contract. This indemnification shall include payment of all attorneys' fees and costs
incurred by Owner in respo.nding to any such claim, demand or asserted obligation or
liability, whether or not a lawsuit is actually filed pertaining to the indemnified matter.
This indemnification shall survive the closing of Parcel 2 and Parcel 3 and the transfer
of title to Parcel 2 and Parcel 3 or the termination of this contract, and shall be in
addition to any and other rights of Owner set forth herein or provided by law. The tenn
"Hazardous Materials" as used herein includes, without limitation, hazardous materials,
hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or
similar materials, asbestos or any material containing asbestos, or any other substance or
material as may be defined as a hazardous or toxic substance by any federal, state or
local environmental law, ordinance, rule, or regulation including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation
Act, as amended (49 U.S.C. Sections 1801, et seq.), the Resource Conservation and
Recovery Act, as amended (42 U.S.C. Sections 1251 et seq.), the Clean Air Act (42
U.S.C. Sections 7401 et seq.), Chapter 376, Florida Statutes, and in the regulations
adopted and publications promulgated pursuant thereto.
16. Nonassiqnabilitv. Neither party may assign this contract, provided,
however, that Owner may assign its rights to another entity owned and controlled by
the Clearwater Mall, LLC and/or any of its members, without City approval.
17. No Brokers. Each party affirmatively represents to the other party that
no brokers have been involved in this transaction and that no broker is entitled to
payment of a real estate commission because of this transaction.
18.- Notices. All notices which are required or permitted hereunder must be
in writing and shall be deemed to have been given, delivered or made, as the case
may be (notwithstanding lack of actual receipt by the addressee): (i) three (3) business
days after having been deposited in the United States mail, certified or registered,
return receipt requested, sufficient postag~ affixed and prepaid; or (ii) one (1) business
day after having been deposited with an expedited, overnight courier service (such as
by way of example but not limitation, U.S. Express Mail or Federal Express),
addressed to the party to whom notice is intended to be given at the address set forth
below:
As to Owner:
Clearwater Mall, LLC
c/o The Sembler Company
5858 Central Avenue
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With a copy to:
St. Petersburg, Florida 33707
Attn: Gregory S. Sembler
Thomas L. Mulkey
New Plan Excel Realty Trust, Inc.
563 West 500 South, Suite 440
Gateway Tower
Woods Cross, UT 84087
And:
E.D. Armstrong III, Esquire
Johnson, Pope, Bokor, Ruppel & Burns, P.A.
Post Office Box 1368
Clearwater, FL 33757-1368
As to City:
William B. Horne"
City Manager
City of Clearwater
Post Office Box 4748
Clearwater, FL 33758-4748
With a copy to:
Pamela K. Akin, Esquire
City Attorney
Post Office Box 4748
Clearwater, FL 33758-4748
Any party may change the address to which its notices are sent by giving the
other party written notice of any such change in the manner provided in this section,
but notice of change of address. is effective only upon receipt.
19. Entire Contract. This contract and the exhibits referenced herein
embodies and constitutes the entire understanding among the parties with respect to
the transaction contemplated herein and all prior or contemporaneous agreements,
understanding, representations and statements, oral or written, are merged into this
contract. -Neither this contract nor any provisions hereof may be waived, modified,
amended, discharged or terminated except by an instrument in writing signed by the
party against which the enforcement of such waiver, modification, amendment,
discharge. or termination is sought, and \then only to the extent set forth in such
instrument. '1
20. Applicable Law. This contract is construed in accordance with the laws
of the State of Florida.
21. Headinas. Descriptive headings' are for convenience only and shall not
control or affect the mean!ng or construction of any provision of this contract.
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22. Bindin~ Effect. This contract shall be binding upon and shall inure to
the benefit of the parties hereto and their heirs, personal representatives and
successors by law.
23. Interpretation. Whenever the context hereof shall so require, the
singular shall include the plural, the male gender shall include the female gender and
neuter and vice versa. This contract and any related instruments shall not be
construed more strictly against one party than against the other by virtue of the fact
that initial drafts were made and prepared by counsel for one of the parties, it being
recognized that this contract and any related instruments are the product of extensive
negotiations between the parties and that both parties have contributed substantially
and materially to the final preparation of this contract and all related instruments.
24. Time is of the Essence. Time is of the essence of this contract. Should
any period of time specified herein end on a Saturday, Sunday or legal holiday
(recognized in Clearwater, Florida), the period of time shall automatically be extended
to 5:00 p.m. on the next full business day.
25. Other Anreements. No prior or present agreements or representations
shall be binding upon either party unless included in this contract. No modification or
change in this contract shall be valid or binding upon the parties. unless in writing and
executed by the party or parties to be bound thereby.
26. No Partnership. Nothing in this contract shall be construed to constitute
the creation of a partnership or joint venture between the parties.
27. Counterparts. This Agreement may be executed in several
counterparts, each constituting a duplicate original, but all such counterparts
constituting one and the same Agreement.
Countersigned:
CITY:
CITY OF CLEARWATER. FLORIDA
B~;''''-& tk....-:D:'
William B. Horne, "
City Manager
Approved as to form:
~.Akin
City Attorney
Attest:
l f if:. ... ~/
#.t~ .- ,./... fl./" -.. I "
,.).,t" )~.~~,. ,u'" - J-':l "t. )',".- ~~., '7
,i!'.r.,Cynthia E. Goudea.u" ~. -
t City Clerk
8
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OWNER:
CLEARWATER MALL, LLC
a Delaware limited liability company
By: ~:.- ,.,) ~,.<<'
,~~
Title: (?{pj""l s: ~/_II("'/
I
.. .
.
9
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Exhibit "A"
LeQal Description for Parcel 1
(To be replaced by an accurate metes and bounds legal description upon completion of the
survey required in Section 9 herein.)
TRACT I, A RESUB OF BASKIN'S REPLAT, AS RECORDED IN PLAT BOOK 24,
PAGE 42, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, LESS AND
EXCEPT THAT PART DESCRIBED AS FOLLOWS:
BEGIN AT THE NORTHWEST CORNER OF THE NORTHEAST X OF THE
SOUTHWEST X OF SECTION 17, TOWNSHIP 29 SOUTH, RANGE 16 EAST, AND
RUN THENCE NORTH 89046'01" EAST, ALONG THE EAST-WEST CENTER LINE
OF SAID SECTION 17,415.0 FEET; THENCE SOUTH 0021'26" WEST, 50.00 FEET;
THENCE CONTINUE SOUTH 0021'26" WEST, 469.02 FEET FOR A POINT OF
BEGINNING; RUN THENCE NORTH 89046'14" EAST, 192.95 FEET; THENCE RUN
SOUTH 69041'36" WEST, 206.20 FEET; THENCE RUN NORTH 0021'26" EAST,
70.79 FEET TO THE POINT OF BEGINNING.
10
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.,\ ..
. .'
\ ^ . I
P ..,) . \ .1)
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Exhibit "8"
Leoal Description for Parcel 2
(To be replaced by an accurate metes and bounds legal description upon completion of
the survey required in Section 9 herein.)
PARCEL #15/29/15/65196/000/0030
PARCEL #15/29/15/65196/000/0032
PARCEL #15/29/15/65196/000/0033
PARCEL #15/29/15/65196/000/0060
PARCEL #15/29/15/65196/000/0061
PARCEL #15/29/15/65196/000/0062
PARCEL #15/29/15/65214/002/0180
,
..
.
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Exhibit "e"
\r\ \\ \ (,,~' ..,
(. .,
.' /
4, i t.-< .
\
Leqal Description for Parcel 3
(To be replaced by an accurate metes and bounds legal description upon completion of
the survey required in Section 9 herein.) ,
PARCEL #15/29/15/65196/000/0034
PARCEL #15/29/15/65196/000/0063
,
'1
.
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