PURCHASE SALE AGREEMENTSite ID: FL -103- 1064936
PIN: 12103 0033
DDD / 2 -14 -2014
PURCHASE SALE AGREEMENT
THIS AGREEMENT, hereinafter called the "Agreement ", made and entered into by and between CSX
TRANSPORTATION, INC., a Virginia corporation, whose address is c/o CSX Real Property, Inc. - J915, 6737
Southpoint Drive South, Jacksonville, Florida 32216 -6177, hereinafter called the "Seller" or "Grantor ", and The
City of Clearwater, whose address is 112 South Osceola Avenue, Clearwater, Florida 33756, hereinafter called the
"Buyer" or "Grantee ", provides:
1. PURCHASE AND SALE: For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller agrees to sell and Buyer agrees to buy the Premises, as hereinafter defined, pursuant to and in
accordance with the terms and conditions of this Agreement. Buyer hereby agrees to purchase from Seller and Seller
agrees to sell to Buyer, the land or property rights shown or identified on Exhibit "A ", attached hereto and made a
part hereof, hereinafter called the "Premises ". The Premises is located in the City of Clearwater, in the County of
Pinellas, in the State of Florida, and contains .38 acres, more or less.
2. PRICE:
2.1 The purchase price for the Premises is SEVENTY TWO THOUSAND AND NO /100 U.S.
DOLLARS ($72,000) (hereinafter the "Purchase Price ").
2.2 If a survey of the Premises indicates an area that varies by more than five percent (5 %) from the
area indicated above, the Purchase Price shall be proportionally increased or decreased (rounded to the nearest
hundred dollars) based on the difference between the surveyed acreage and acreage indicated above.
3. DEPOSIT:
3.1 A non - interest bearing deposit in the amount of SEVEN THOUSAND AND NO /100 U.S.
DOLLARS ($7,000) (hereinafter the "Deposit ") accompanies Buyer's execution of this Agreement. The balance of
the Purchase Price shall be paid at settlement or closing of the transaction (hereinafter the "Closing "), in cash, by
certified or cashier's check, or by other readily available funds acceptable to Seller.
3.2 The Deposit shall be applied to the Purchase Price at Closing. The Deposit shall be refunded to
Buyer only in the event Buyer's Offer (as defined in Section 4.1) is not accepted by Seller as provided for in Section
4.1 or upon termination as provided for in Sections 5.2, 7.4, 10.4, 13.4 and /or 17 hereof.
3.3 If Buyer fails to Close pursuant to Section 9 or perform in accordance with the terms hereof,
Buyer agrees and consents that the Deposit may be forfeited to and retained by Seller, at Seller's sole option.
4. OFFER, ACCEPTANCE, CONTRACT:
4.1 Until accepted by Seller, Buyer's offer to purchase the Premises (hereinafter the "Offer ") as
evidenced by its execution and delivery of this Agreement shall be a firm offer for a period of THIRTY (30) days
from the date of this Agreement. Seller's acceptance of the Offer is to be evidenced by its execution of this
Agreement. Failure of Seller to accept the Buyer's Offer and execute this Agreement within the above - mentioned
period shall render the Offer null and void, and the Deposit shall be returned to Buyer.
4.2 This Agreement, when accepted by Seller, shall constitute a contract and the entire agreement
between the parties hereto, and they shall not be bound by any terms, oral or written conditions, statements or
representations not contained herein or attached hereto.
4.3 Neither the Buyer's Offer nor, upon its execution by all parties, this Agreement may be changed,
altered or modified except by an instrument in writing signed by Buyer and Seller.
4.4 The Buyer's Offer and this Agreement shall be executed in duplicate, each of which may be
treated as an original.
5. CONTINGENCIES:
5.1 This Agreement is contingent upon the following events, if any:
(a) Seller shall have received and approved Buyer's Soil Management Plan and Capping Plan
referred to in Exhibit B.
5.2 The contingencies listed in Section 5.1 above must be satisfied or complied with on or before
NINETY (90) DAYS FOLLOWING SELLER'S ACCEPTANCE OF BUYER'S OFFER (the
"Contingency Date "). If the contingencies listed in Section 5.1 are not satisfied or complied with by the
Contingency Date, Buyer may, at Buyer's sole option, elect to terminate this Agreement by written notice to
Seller given on or before the Contingency Date. If terminated, the Buyer shall be entitled to a refund of the
Deposit, and Buyer shall furnish Seller with a copy of all materials and information (including but not
limited to any engineering reports, studies, maps, site characterizations and/or zoning related materials)
developed by Buyer during the term of this Agreement relating to the potential use or the physical
condition of the Premises.
6. DEED:
6.1 As early as practicable after execution of this Agreement by all parties, Seller will prepare and
submit to Buyer, for Buyer's comments, a form of deed in conformance with the terms of this Agreement to convey
the Premises to Buyer. Buyer shall have a period of five (5) calendar days after receipt of said deed to examine
same and notify Seller of any comments. If no comments are received within the five (5) day period, Buyer shall be
deemed to have approved the deed in the form submitted. Seller shall have no obligation to modify the deed to
conform to Buyer's comments if the deed otherwise conforms to the terms of this Agreement.
6.2 The conveyance shall be by quitclaim deed conveying all of Seller's right, title and interest in the
Premises, if any, but shall be expressly subject to: all existing roads, fiber optic facilities, public utilities; all matters
of record; any applicable zoning ordinances and subdivision regulations and laws; taxes and assessments, both
general and special, which become due and payable after the date of conveyance and which Buyer assumes and
agrees to pay; all matters that would be revealed by a survey meeting applicable State minimum technical
requirements or by an inspection of the Premises; the items or matters identified in Section 10.1 of this Agreement;
and all existing occupancies, encroachments, ways and servitudes, howsoever created and whether recorded or not.
The provisions of this Section shall survive Closing.
6.3 The deed shall contain one or more restrictive covenants, reading substantially as follows, to run
with title to the Premises, and to be binding upon Buyer, Buyer's heirs, legal representatives and assigns, or
corporate successors and assigns, or anyone claiming title to or holding the Premises through Buyer:
Grantee acknowledges that the Premises conveyed hereunder has been historically used for
railroad industrial operations and is being conveyed for use only as a recreational trail. Grantee, by acceptance of
this deed, hereby covenants that it, its successors, heirs, legal representatives or assigns shall not use the Premises
for any purpose other than a recreational trail and that the Premises will not be used for (a) any residential purpose
of any kind or nature (residential use shall be defined broadly to include, without limitation, any use of the Premises
by individuals or families for purposes of personal living, dwelling, or overnight accommodations, whether such
uses are in single family residences, apartments, duplexes, or other multiple residential dwellings, trailers, trailer
parks, camping sites, motels, hotels, or any other dwelling use of any kind), (b) any public or private school, day
care, or any organized longterm or short term child care of any kind, or (c) any agricultural purpose that results in, or
could potentially result in, the human consumption of crops or livestock raised on the property (agricultural purpose
shall be defined broadly to include, without limitation, activities such as food crop production, dairy farming,
livestock breeding and keeping, and cultivation of grazing land that would ultimately produce, or lead to the
production of, a product that could be consumed by a human). By acceptance of this deed, Grantee further covenants
that it, its successors, heirs, legal representatives or assigns shall not use the groundwater underneath the Premises
for human consumption, irrigation, or other purposes.
Grantee and Grantor agree and acknowledge the covenants and easements contained in this
Deed shall be covenants "in gross" and easements "in gross" which shall remain binding on Grantee, its successors,
heirs, legal representatives and assigns regardless of whether Grantor continues to own property adjacent to the
Premises. Grantee acknowledges Grantor will continue to have a substantial interest in enforcement of the said
covenants whether or not Grantor retains title to property adjacent to the Premises.
NO ACCESS: Grantee, by acceptance of this deed, covenants and represents that Grantee owns property
adjoining the Premises and has access to the Premises through Grantee's adjoining property or through other
property not owned by Grantor. Grantee, on its behalf, its heirs, personal representatives, successors and assigns,
releases Grantor, its successors and assigns, from any responsibility, obligation or liability to provide access to the
Premises through land now owned or subsequently acquired by Grantor. Should Grantee ever convey the Premises,
or any portion thereof, to a third party, Grantee will provide access to the Premises through Grantee's adjoining
property or through other property not owned by Grantor.
FENCING: Grantee, by the acceptance hereof, hereby covenants and agrees with Grantor that Grantor
shall not be required to erect or maintain any fences, railings or guard rails along any boundary lines between the
Premises and the adjacent land(s) of Grantor or of any other company affiliated with Grantor; or be liable for or
required to pay any part of the cost or expense of erecting or maintaining such fences, railings or guard rails or any
part thereof; or be liable for any damage, loss or injury that may result by reason of the non - existence or the
condition of any fences, railings or guard rails. Grantee assumes all liability and responsibility respecting fences,
railings or guardrails on the Premises or the absence thereof.
Prior to commencement of any PUBLIC USE OF the Premises, Grantee shall construct and
maintain, at Grantee's sole cost and expense, an adequate and suitable fence along the WESTERN line of the
Premises which adjoins Grantor's railroad track for so long as a railroad track exists on the adjoining railroad
operating property. The fence shall be of a type satisfactory to Grantor and reasonably sufficient to keep persons
and vehicles from trespassing on Grantor's adjoining operating property.
DRAINAGE: Grantee, by acceptance of this deed, hereby covenants that it, its successors, heirs, legal
representatives or assigns shall maintain the existing drainage on the Premises in such a manner as not to impair
adjacent railroad operating property drainage and not to redirect or increase the quantity or velocity of surface water
runoff or any streams into Grantor's drainage system or upon the railroad operating property or other lands and
facilities of Grantor. If the Premises or existing drainage are modified or improved, Grantee agrees to construct and
maintain, in accordance with all applicable statutes, ordinances, building and subdivision codes, covenants and
restrictions, an adequate drainage system from the Premises to the nearest public or non- Grantor owned drainage or
storm sewer system, in order to prevent the discharge of roof, surface, stream and other drainage waters upon
railroad operating property or other adjacent lands and facilities of Grantor.
NOISE, LIGHT, FUME, VIBRATION ABATEMENT: Grantee, its successors and assigns, by acceptance
of this deed, hereby covenants and agrees with Grantor that Grantor shall not be required to erect or maintain any
noise, light, fume or vibration abatement or reduction structure along any boundary lines between the Premises and
the adjacent land(s) of Grantor or any other company affiliated with Grantor; or be liable for or required to pay any
part of the cost or expense of erecting or maintaining such abatement or reduction structures or any part hereof; or
be liable for any damage, loss or injury that may result by reason of the non - existence or the condition of any noise,
light, fume or vibration abatement or reduction structures. Grantee assumes all liability and responsibility
respecting noise, light, fume or vibration abatement or reduction structures, as the same may affect the Premises,
and covenants not to sue Grantor, its successors or assigns for existence of the noise, light, fumes and vibrations
from Grantor's operations. Grantee acknowledges that the Grantor's railroad operation is a 24 -hour a day, seven
day a week continuous operation that may create noise, vibration, light, smoke and other inconveniences.
6.4 Seller shall except and reserve unto itself as Grantor, its successors and assigns, the following
easements, rights and interests:
EXCEPTING unto Grantor all oil and gas, and the constituents of each, underlying the Premises; and
RESERVING the right for Grantor, its successors and assigns, to remove the same; HOWEVER, Grantor will not
drill or permit drilling on the surface of the Premises without the prior written consent of Grantee, which consent
shall not be unreasonably withheld.
7. TITLE SEARCH, INSURANCE:
7.1 Buyer has the option of arranging and paying for such examination of title or title insurance on
the Premises as Buyer may desire, at Buyer's sole cost.
7.2 Irrespective of whether Buyer obtains a title examination or insurance, Buyer shall, if Buyer
closes on the Premises, accept the Premises in its AS -IS, WHERE -IS, WITH ALL FAULTS condition. The
provisions of this Section shall survive Closing.
7.3 As information, Seller's source of title to the Premises is believed to be:
INSTRUMENT/PARTY
DATE RECORDATION DATA
BELLEVUE - GRISWOLD HOTEL COMPANY 7/24/1924 484/603
This information is provided solely to assist Buyer in reviewing title to the Premises and is not intended to, and
shall not be relied upon, by Buyer.
7.4 If, through an examination of title as provided in 7.1 above, title is found defective, Buyer shall,
within ten (10) days thereafter, notify Seller in writing specifying defect(s). If the defect(s) renders title unmarketable,
Seller will, in good faith, assist Buyer to remove the defect(s). Seller's assistance in removing title defect(s) may
include, but is not limited to, executing and recording documents for the purpose of clearing title. 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 terminating this contract. If Buyer elects to terminate this contract, the Deposit
required in Paragraph 3 hereof shall be fully refunded to Buyer. Conditions described in 6.2 above that may exist shall
not be considered title defects.
8. SURVEY:
8.1 Immediately upon notice of Seller's acceptance of this Agreement, Buyer shall obtain a survey of
the Premises conforming to applicable State minimum technical requirements at Buyer's expense.
8.2 Within thirty (30) days after notice of Seller's acceptance of this Agreement, Buyer shall furnish
Seller with a copy of any title insurance commitment covering the Premises, if Buyer has obtained same, and three
(3) copies of a metes and bounds description of the Premises, a CD in Microsoft Word or WordPerfect format of
the description and three (3) prints of a survey acceptable to Seller and to the Recorder of Deeds for the County or
City in which the Premises is located, certified to Buyer and Seller, for use by Seller in preparation of the deed and
other papers. If Seller does not accept Buyer's Offer by executing this Agreement, Seller shall reimburse Buyer for
the cost of the survey, and Buyer shall thereupon assign all rights therein and copies thereof to Seller.
9. CLOSING: Unless delayed as otherwise provided for herein, closing hereunder shall be held on or before
ONE HUNDRED AND TWENTY (120) DAYS FOLLOWING SELLER' ACCEPTANCE OF BUYER'S OFFER
at such time and place as Seller and Buyer shall mutually agree. If Buyer and Seller do not agree upon a time and
place for Closing, Seller shall designate the time and place for Closing. The time and date for Closing may be
extended only by Seller in writing, time expressly being of the essence in this Agreement.
10. POSSESSION: Buyer shall obtain possession of the Premises at Closing, subject to the limitations,
terms and conditions of Section 6 of this Agreement, and such other leases, licenses, easements, occupancies or
other limitations which are identified by Section 10.1, or which are discovered by Seller during the term of this
Agreement (which may not necessarily be stated in the deed), unless canceled by Seller or otherwise terminated
(whether by notice, expiration, nonrenewal or any other reason) prior to Closing.
10.1 Seller believes that the Premises is currently subject to the following leases, licenses, easements,
occupancies and/or limitations (which may or may not be of record):
(i) Leases: NONE
(ii) Licenses:
PREFIX
NUMBER
SUFFIX
TYPE
NAME
DATE
ACL
K00354
Water Line License
Agreement
KIRKEBY HOLETS INC
7/7/1941
ACL
U00231
Power Line License
Agreement
USA
6/5/1943
CSX
021326
402
Power Line License
Agreement
FLORIDA POWER CORP
4/30/1943
SAL
063309
Sewer Line License
Agreement
BOCA CIEGA SANITARY
DISTRICT
8/31/1965
SCL
031723
Wire Line License
Agreement
BRIGHT HOUSE NETWORKS LLC
8/29/1980
(iii) Easements: NONE
During the term of this Agreement, Seller will research its archives for, and shall advise Buyer if Seller discovers,
any additional leases, licenses, easements, occupancies and limitations affecting the Premises. As to items
discovered as a consequence of such research, Seller may elect, in its sole discretion, to either cancel or otherwise
terminate such items or, pursuant to Section 10.3, to assign or if such item is applicable to an area greater than the
Premises, the Buyer shall be included as party at Closing.
10.2 INTENTIONALLY OMITTED
10.3 At Closing, Seller shall assign to Buyer, and Buyer shall assume, Seller's right, title and interest
in all items identified by Section 10.1, or which are subsequently discovered by Seller, unless canceled or otherwise
terminated, at or prior to Closing. However, if such item is applicable to an area greater than the Premises, the
Buyer shall be included as party to a partial assignment of the item(s), which may be executed after Closing.
10.4 If, prior to Closing, all or any portion of the Premises is taken by eminent domain (or is the
subject of a pending taking which has not yet been consummated), Seller shall notify Buyer of such fact promptly
after obtaining knowledge thereof and either Buyer or Seller shall have the right to terminate this Agreement by
giving notice to the other not later than ten (10) days after the giving of Seller's notice. If neither Seller nor Buyer
elects to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall
assign to Buyer (without recourse) at the Closing the rights of Seller to the awards, if any, for the taking, and Buyer
shall be entitled to receive and keep all awards for the taking of the Premises or such portion thereof.
10.5 If this conveyance involves sale of any buildings or structures on the Premises, Seller shall have
no duty to insure Buyer's interest or to amend or alter Seller's existing insurance policy(ies), if any, to reflect
Buyer's interest. Damage to or destruction of the buildings or structures shall not be grounds for Buyer to terminate
this Agreement or to postpone Closing. Upon acceptance of the Offer by Seller, as evidenced by Seller's execution
of this Agreement, the risk of damage to or destruction of the buildings or structures shall be borne by Buyer until
Closing or other termination of this Agreement. This provision shall survive Closing or termination.
10.6 Buyer may, at its option and at its sole cost, secure a policy of Fire and Extended Coverage
Insurance on the buildings or Structures, provided that Buyer's liability for damage to or destruction of the
buildings or structures during the term of this Agreement shall not be limited by the amount of such insurance.
11. ANNUAL TAXES; RENTS; LIENS; CHARGES:
11.1 All annual or periodic taxes or assessments on the Premises, both general and special, shall be
prorated as of the Closing. Any proration shall be based on the taxes assessed against the Seller in the year of the
delivery of possession to or entry by Buyer and shall allow the maximum discount permitted by law. If current
taxes assessed against the Seller are not available at the time of Closing, Buyer and Seller agree to prorate taxes
based upon the latest tax information available to the parties and equitably adjust the proration when taxes for the
year of entry or possession become available.
11.2 Any certified governmental assessments or liens for improvements on the Premises which are due
and payable at the time of Closing shall be paid in full by Seller, and any pending liens or assessments for
improvements not yet due and payable at Closing shall be thereafter paid in full by Buyer.
11.3 Any rents and license fees (individually in excess of $500.00 prorated amount on annual rental)
accruing to the Premises shall be prorated at Closing, with rents and fees prior to the date of Closing retained by
Seller.
12. TAXES ON TRANSFER; CLOSING COSTS:
12.1 Seller shall pay all transfer taxes, however styled or designated including all documentary stamps.
Buyer shall pay recording costs or fees or any similar expense in connection with this Agreement, the conveyance
of the Premises or necessary to record the deed provided that such fees or similar expenses do not include
documentary stamps.
12.2 Buyer shall be solely responsible for and shall pay any reassessments or taxes generated by
reclassification of the Premises resulting from conveyance of the Premises.
12.3 If any state or local governmental authority requires, presently or in the future, the payment of
any sales, use or similar tax upon the sale, acquisition, use or disposition of any portion of the Premises, (whether
under statute, regulation or rule), Buyer assumes all responsibility for and shall pay the same, directly to said
authority, and shall hold Seller harmless from such tax(es) and any interest or penalty thereon. Seller shall
cooperate (at no expense to Seller) with Buyer in the prosecution of any claim for refund, rebate or abatement of
said tax(es).
12.4 Seller shall pay the cost of recording any release of Seller's mortgage(s) or lien(s). In the event
Buyer finances any portion of the Purchase Price (whether through third parties or from Seller), Buyer shall pay all
costs thereof, including recordation, intangible taxes, etc.
12.5 Buyer represents and warrants that neither it nor its officers, directors or controlling owners are
acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by the United States
Treasury Department as a terrorist, "Specially Designated National and Blocked Person," or for or on behalf of any
person, group, entity or nation designated in Presidential Executive Order 13224 as a person who commits,
threatens to commit, or supports terrorism; that neither it nor its officers, directors or controlling owners are
engaged in this transaction, directly or indirectly, on behalf of, or facilitating this transaction, directly or indirectly,
on behalf of, any such person, group, entity or nation; and that neither it nor its officers, directors or controlling
owners are in violation of Presidential Executive Order 13224, the USA Patriot Act, the Bank Secrecy Act, the
Money Laundering Control Act or any regulations promulgated pursuant thereto."
13. BUYER'S RIGHT OF ENTRY, ENVIRONMENTAL AND OTHER INSPECTIONS:
13.1 Subject to and upon compliance with the terms of this Section 13, during the term of this
Agreement, Buyer and/or its agents may be permitted to access the Premises, subject to the rights of any tenant,
licensee, utility or other third party occupying any portion of the Premises, in order to make surveys, make
measurements, conduct environmental or engineering tests (including drilling and coring for preconstruction soil
analysis), and to make such physical inspections and analyses thereof as Buyer shall deem necessary; PROVIDED,
however, that Buyer, and/or its agents, hereby assumes all risks of such entry and agrees to defend, indemnify and
save Seller harmless from and against any claim, cost or expense resulting from any damage to or destruction of
any property (including the Premises or any improvements thereon) and any injury to or death of any person(s),
arising from the acts or omissions of Buyer and/or its agents in the exercise of this right -of -entry. Buyer agrees to
do no act which would encumber title to the Premises in exercising this right -of -entry. Any drilling and coring
holes shall be filled upon completion of testing. All investigation- derived waste, including without limitation
drilling waste, ground water and cuttings, shall be promptly handled, characterized and disposed of properly and in
accordance with all local, State and Federal requirements, all at Buyer's sole cost.
13.2 Buyer shall give Seller ten (10) days prior written notice of any entry onto the Premises under this
Section 13 and provide Seller with a schedule and scope of work for each of the activities Buyer proposes to
undertake during such entry. Upon receipt of the foregoing, Seller reserves the right, in Seller's sole discretion, to
terminate this Agreement or if Seller permits the testing, Seller reserves the right to monitor and approve all
procedures in the conduct of any environmental assessments, tests, studies, measurements or analyses performed by
or for Buyer in, on, to or with respect to the Premises. Buyer may elect to test the Premises for environmental
contamination. If Buyer elects to conduct such tests, Buyer shall provide in any contract or bids for site assessment
or environmental inspections of the Premises a "confidentiality clause ", limiting disclosure of the results and any
report only to Buyer (or to Seller, upon request), subject to applicable law, including Chapter 119, Florida Statutes,
and an "insurance clause," requiring the company selected by the Buyer to perform the work to produce a certificate
of insurance naming the Seller and Buyer as additional insured with the following coverage and limits:
• General Liability (CGL) insurance with coverage of not less than THREE MILLION DOLLARS
($3,000,000) Combined Single Limit per occurrence for bodily injury and property damage.
• In addition to the above - described CGL insurance, if Buyer will undertake, or cause to be
undertaken, any construction or demolition activity within fifty (50) feet of any Railroad track or
any Railroad bridge, trestle or tunnel, then Buyer shall also purchase, or cause to be purchased, a
policy of Railroad Protective Liability (RPL) insurance, naming Railroad as the insured, with
coverage of not less than FIVE MILLION DOLLARS ($5,000,000) Combined Single Limit per
occurrence, with an aggregate of TEN MILLION DOLLARS ($10,000,000). Such policy must be
written on ISO/RIMA form of Railroad Protective Insurance — Insurance Services Offices Form
No. CG 00 35, including Pollution Exclusion Amendment CG 28 31. At Railroad's option, in lieu
of purchasing RPL insurance (but not CGL insurance), Buyer may pay Railroad a Construction
Risk Fee, currently THREE THOUSAND FIVE HUNDRED DOLLARS ($3,500), and thereby be
relieved of any obligation to purchase said RPL insurance.
• Worker's Compensation Insurance as required by the state in which the Work is to be performed.
This policy shall include Employers' Liability Insurance with a limit of not less than ONE
MILLION DOLLARS ($1,000,000) per occurrence. Unless prohibited by law, such insurance
shall waive subrogation against Railroad.
• Automobile Liability Insurance in an amount not less than ONE MILLION DOLLARS
($1,000,000) covering all owned, non -owned and hired vehicles.
Buyer shall also keep Seller fully apprised of the progress of, and procedures followed with
respect to, all such environmental work, if any; and fully cooperate with all reasonable requests of Seller in
undertaking and carrying out such work. Buyer shall prepare split samples (which may then be separately tested at
Seller's sole option and cost) for delivery to Seller and shall deliver to Seller, at no cost to Seller, within five (5)
days after receipt, copies of all results, assessments, reports and studies, whether of an environmental nature or
otherwise, resulting from any tests or inspections conducted by Buyer pursuant to this Section 13 or otherwise in
accordance with this Agreement. At or before Closing, Buyer shall provide Seller a reliance letter from Buyer's
consultant, in form and substance reasonably acceptable to Seller, granting Seller the right to rely on the
environmental data and reports generated as part of buyer's environmental due diligence, if any, including without
limitation, any Phase I and Phase II Environmental Site Assessment Reports. The reliance letter shall not impose
any additional limitations or restrictions on Seller's reliance on said data and reports except as may be specified
within the report documents themselves.
13.3 Buyer acknowledges that Seller makes no guarantee, representation or warranty regarding the
physical or environmental condition of the Premises, and Seller expressly disclaims any and all obligation and
liability to Buyer regarding any defects which may exist with respect to the condition of the Premises.
13.4 If environmental contamination of the Premises is revealed by the studies and tests conducted by
Buyer pursuant to this Section 13, in an amount and /or concentration beyond the minimum acceptable levels
established by current applicable governmental authorities, or, if Buyer is unwilling to accept the environmental
condition of the Premises as a result of such tests or assessments, Seller's and Buyer's sole and exclusive remedy
shall be to terminate this Agreement and refund the Deposit to the Buyer. Under no circumstances shall Seller be
required to correct, remedy or cure any condition or environmental contamination of the Premises, which Buyer's
tests and studies may reveal, as a condition to Closing or other performance hereunder.
13.5 Provided Seller does not elect to terminate this Agreement as provided herein, if Buyer elects not
to secure environmental tests or inspections, or fails to terminate after receipt of test results, Buyer shall take the
Premises "as is" at Closing; assumes all risks associated with the environmental condition of the Premises,
regardless of the cause or date of origin of such condition; and releases all rights or claims against Seller relating to
such condition or for any costs of remediation or cure of any environmental condition.
13.6 INTENTIONALLY OMITTED
13.7 INTENTIONALLY OMITTED
13.8 INTENTIONALLY OMITTED
13.9 The Buyer's environmental investigation, if Buyer elects to perform such an investigation, shall be
completed no later than NINETY (90) days following SELLER'S ACCEPTANCE OF BUYER'S OFFER.
13.10 The provisions of this Article 13 shall survive Closing or termination of this Agreement.
14. SUBDIVISION APPROVAL; ZONING:
14.1 Any subdivision approval needed to complete the transaction herein contemplated shall be
obtained by Buyer at Buyer's sole risk, cost, and expense. Seller shall cooperate with Buyer in obtaining said
approval, to the extent necessary or required, but Buyer shall reimburse Seller for any and all charges, costs and
expenses (including portions of salaries of employees of Seller assigned to such project) which Seller may incur in
such cooperation.
14.2 Seller makes no guarantee or warranty that any subdivision approval will be granted and assumes
no obligation or liability for any costs or expenses if same is not approved.
14.3 Costs and expenses shall include all fees, costs and expenses, including reasonable attorneys' fees,
of obtaining subdivision plats, or filing same with the applicable governmental body(ies), or recordation thereof,
including attorneys' fees, and all other related and /or associated items.
14.4 Seller makes no guarantee, warranty or representation as to the permissibility of any use(s)
contemplated by Buyer under existing zoning of the Premises or as to any ability to secure any rezoning for Buyer's
use.
15. BROKER'S FEES: The Buyer and the Seller each represent and warrant to the other that neither has
introduced into this transaction any person, firm or corporation who is entitled to compensation for services as a
broker, agent or finder. The Buyer and the Seller each agree to indemnify the other against and hold the other
harmless from any and all commissions, finder's fees, costs, expenses and other charges claimed by real estate
brokers or sales persons by, through or under the indemnifying party. Seller shall be under no obligation to pay or be
responsible for any broker's or finder's fees, commissions or charges in connection with handling this transaction, or
Closing.
16. ASSIGNMENT, LIMITS, SURVIVAL:
16.1 This Agreement may not be assigned by Buyer without the prior written consent of Seller.
16.2 As limited above, this Agreement shall be binding upon the parties, their successors and
permitted assigns, or upon their heirs, legal representatives and permitted assigns, as the case may be.
16.3 Any provision calling for obligations continuing after Closing or termination of this Agreement
shall survive delivery of the deed and not be deemed merged into or replaced by any deed, whether or not the deed
so states.
17. DEFAULT:
17.1 In the event of a default by Buyer under this Agreement (including, but not limited to payment of
the Deposit within the time specified), Seller may elect to terminate this Agreement by delivery of notice to Buyer
and to retain the Deposit and any other money paid by Buyer to or for the account of Seller, as agreed -upon
liquidated damages in full settlement of any and all claims arising under or in any way related to this Agreement.
17.2 In the event of a default by Seller under this Agreement, Buyer's sole and exclusive remedy shall
be to terminate this Agreement by delivery of notice to Seller and to receive an immediate return of the Deposit and
reimbursement for any reasonable third -party expenses incurred by Buyer pursuant to this Agreement, not to
exceed $25,000, as agreed -upon liquidated damages in full settlement of any and all claims arising under or in any
way related to this Agreement. Buyer irrevocably waives any and all right to pursue specific performance of this
Agreement or any other legal or equitable remedy otherwise available to Buyer.
17.3 Upon the termination of this Agreement pursuant to this Article 17, Buyer and Seller shall be
relieved of all obligations under Agreement, including the duty to close, other than (a) any liability for breach of
any of the provisions of Section 13 shall remain as obligations of Buyer and (b) Buyer shall furnish Seller with a
copy of all materials and information (including but not limited to any engineering reports, studies, maps, site
characterizations and/or zoning related materials) developed by Buyer during the term of this Agreement relating to
the potential use or the physical condition of the Premises.
17.4 "Default" shall include not only the failure to make prompt payment of any sums when due under
this Agreement, but also the failure to fully and timely perform any other acts required of Buyer under this
Agreement.
18. NOTICES:
18.1 Notice under this Agreement shall be in writing and sent by Registered or Certified Mail, Return
Receipt Requested, or by courier, express or overnight delivery, and by confirmed e-mail.
18.2 The date such notice shall be deemed to have been given shall be the business day of receipt if
received during business hours, the first business day after the business day of receipt if received after business
hours on the preceding business day, the first business day after the date sent by courier, express or overnight ( "next
day delivery") service, or the third business day after the date of the postmark on the envelope if mailed, whichever
occurs first.
18.3 Notices to Seller shall be sent to:
CSX Transportation, Inc.
C/o CSX Real Property, Inc. - J915
6737 Southpoint Drive South
Jacksonville, FL 32216 -6177
Attn: JOHN BLANTON (Transaction Specialist)
E -mail: John_Blanton@csx.com
Notices to Buyer shall be sent to:
City of Clearwater Engineering Department
Attn: Chuck Lane, Real Estate Services Coordinator
P.O. Box 4748
Clearwater, Florida 33758 -4748
E -mail: Charles.Lane@MyClearwater.com
18.4 Any party hereto may change its address or designate different or other persons or entities to
receive copies by notifying the other party in a manner described in this Section.
19. RULES OF CONSTRUCTION:
19.1 In this Agreement, all singular words shall connote the plural number as well as the singular and
vice versa, and the masculine shall include the feminine and the neuter.
19.2 All references herein to particular articles, sections, subsections or clauses are references to
articles, sections, subsections or clauses of this Agreement.
19.3 The headings contained herein are solely for convenience of reference and shall not constitute a
part of this Agreement nor shall they affect its meaning, construction or effect.
19.4 Each party hereto and its counsel have had the opportunity to review and revise (or request
revisions of) this Agreement, and therefore any usual rules of construction requiring that ambiguities are to be
resolved against a particular party shall not be applicable in the construction and interpretation of this Agreement or
any exhibits hereto or amendments hereof.
19.5 This Agreement shall be governed and construed in accordance with the laws of the state in
which the Premises is located, without regard to conflict of law rule.
20. TIME OF ESSENCE: Time shall be considered of the essence both to the Buyer and the Seller for all
activities undertaken or required pursuant to this Agreement.
21. SALE TO ADJACENT LANDOWNER:
21.1 As the adjacent landowner, Buyer is familiar with the current and past use(s) of the Premises and
the physical and environmental condition thereof. Having such familiarity and knowledge, and having the
opportunity to perform environmental inspection and testing of the Premises under Section 13 above, Buyer accepts
the Premises in "as is" condition as of the date of Closing, unless Buyer elects to terminate the Offer or the Contract
under Section 13. To the limits as set forth by Florida State law (statutory or constitutional), Buyer expressly
assumes all obligation, liability and responsibility for physical and \or environmental condition of the Premises,
prior to and including the date of conveyance, and agrees to defend, protect, indemnify and hold Seller harmless
from any and all loss, damages, suits, penalties, costs, liability, and/or expenses (including, but not limited to
reasonable investigative and/or legal expenses) arising out of any claim(s) asserted against Seller after the date of
Closing for loss or damage to any property, including the Premises, injuries to or death of any person(s),
contamination of or adverse effects upon the environment (air, ground or water), or any violation of statutes,
ordinances, orders, rules, or regulations of any governmental entity or agency, caused by or resulting from presence
or existence of any hazardous material, hazardous substance, or hazardous waste in, or under the Premises. Buyer
acknowledges that the provisions of this Section are deemed to be additional consideration to Seller and the
condition of the Premises has been considered as part of the Purchase Price.
21.2 Provisions of this Section shall survive Closing, termination of this Agreement and/or delivery of
the deed, whether or not the deed so states, there being neither express nor implied merger hereof into said deed.
IN WITNESS WHEREOF, the Buyer has caused this Agreement to be signed the I I day of
Lc , 2014, in duplicate, each of which shall be considered an original.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW
CITY OF CLEARWATER, FLORIDA
Countersigned:
- cf,2Ovp fl ( (-e /roc-
George N. Cretekos, Mayor
Approved as to form:
aura Lipowski Mahony, Assis City Attorney
Attest:
t
Rosemarie Call, City Clerk
NOTICE OF SELLER'S ACCEPTANCE
Buyer's Offer to purchase the Premises is accepted by Seller this day of
WITNESS(ES):
CSX TRANSPORTATION, INC.
By:
Print Name:
Print Title:
, 2014.
THIS RAILROAD MAP EXHIBIT GRAPHICALLY REPRESENTS A
PROPOSED REAL ESTATE TRANSACTION. IT MAY NOT REFLECT
CURRENT "ON THE GROUND" CONDITIONS AND /OR ACTUAL
LOCATIONS OF FEATURES. ALL DIMENSIONS, OFFSET DISTANCES,
AREA CALCULATIONS AND MEASUREMENT NOTATIONS SHOWN
ON THIS EXHIBIT ARE APPROXIMATE.
Area of Interest + 75' From
Centerline of Nearest Track
00 rlo
0 50 100 200 300 400 Feet
I I I I I I I I I I I I I I I I I
EXHIBIT "A"
A
AREA OF INTEREST - 0.38± ACRES
0 Engineering Mileposts
L_ - -� CSX Ownership /Rights
MILE POST ARE 882.7 - ARE 882.9
JACKSONVILLE DIVISION
CLEARWATER SUBDIVISION
S.1PIN\FL12 \FL103 PINELLAS C0 \1 03-00331F L-103-1064936■FL 103 1064936_EXA 10.MXD
CSX TRANSPORTATION, INC.
STATE: FL
1 " = 200' DRAWN BY: S4017
SITE: FL- 103 - 1064936
COUNTY: PINELLAS
PINELLAS COUNTY - CLEARWATER, FL
CITY: CLEARWATER
DATE: 12/17/2013
REVISED: 3/24/2014
VAL SECT:
V12FL
MAP #:
L1 /8A
GIS #:
03755
PIN #:
12103 0033
Exhibit B
I. Soil Management Plan
The purchase sale agreement shall require buyer to provide a written soil management plan defining procedures for
monitoring the corridor to ensure potential exposure pathways are controlled to reduce risk of exposure to the public
to acceptable levels. This plan shall include at a minimum:
• A site plan clearly showing "capped" vs. "un- capped" areas of the corridor;
• A detailed description of the cap thickness and method of construction (i.e. soil, concrete, asphalt, etc.);
• A detailed description of methods and procedures to be utilized to prevent users from accessing uncapped areas of
the corridor and potentially contacting site soils. This section should include a discussion of signage or other
methods to be utilized to communicate to the public the past industrial use of the corridor and the potential for
impacted soils to be present;
• Defined procedures for the testing and management of soil that is excavated as part of a construction project on the
property, such as culvert or underground utility installation;
• A discussion of inspection and reporting procedures to document (at least annually)
the condition of the cap and to reaffirm that un- capped areas of the site are not being accessed or utilized by the
public The annual inspection report should identify any deficiencies in the cap and document any changes (including
updated site plans) or repairs made to the cap during the inspection period, and any other corrective actions
warranted to protect the public from exposure to site soils.
II. Capping
The entire site shall be graded and capped with pavement or other suitable material to prevent contact with the
surface soil. This cap should have a minimum thickness of one foot.