CONTRACT FOR PURCHASE OF REAL PROPERTY CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: THE CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State
of Florida whose mailing address is P.O. Box 4748, Clearwater, Florida 33758-3683
(herein "Seller"or"City"), and Covenant Property Investors, LLC, a Georgia Limited Liability
Company (herein "Buyer"), whose mailing address is 3520 Piedmont Road, Suite 125,
Atlanta, GA 30305, (each a "Party" and collectively the "Parties") hereby agree that the
Seller shall sell, and Buyer shall buy the following real property ("Property") upon the
following terms and conditions.
1. PROPERTY DESCRIPTION
Condominium Unit PUB of North Beach Plaza Condominium, consisting of
450 Public Parking Spaces and associated common elements as more particularly
described in Exhibit "A" (attached hereto and incorporated herein).
PERSONALTY: NONE
2. FULL PURCHASE PRICE ................................. ...........................$12,500,000.00
3. MANNER OF PAYMENT: Wire in U.S. funds at time of closing
4. PURCHASE PRICE
The full Purchase Price as shown herein has been reached in accordance with the terms
of that certain Invitation for Bid #46-21, of the City of Clearwater. James Millspaugh and
Associates, Inc. and Tobias Realty Advisors, LLC performed appraisals of the Property on
behalf of the Seller.
5. PURPOSE
The Parties are aware that the City Council of the City of Clearwater, Florida ("Council")
declared the Property as surplus for the purpose of sale though Invitation to Bid #46-21.
6. TIME FOR ACCEPTANCE; APPROVALS
Following execution of this contract by Buyer, 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 City Manager of the City of Clearwater
for acceptance and approval, counteroffer, or rejection by action of the Clearwater City
Council ("Council"). If this agreement is accepted and approved by the Council, it will be
executed by duly authorized City officials and delivered to Buyer within 10 days thereafter.
If a counteroffer is approved by the Council, it shall be delivered to Buyer in writing within
10 days of such action by the City Council, and Buyer shall have 10 days thereafter to
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deliver to Seller written notice of acceptance or rejection of such counteroffer. If written
notice of acceptance is not timely delivered, or if the counteroffer is rejected by Buyer,
this contract shall thereafter be null and void in all respects. If this contract is rejected by
the Council upon initial presentation to the Council, this contract shall be null and void in
all respects and Buyer shall be so informed in writing within 5 days of such action.
7. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by Special
Warranty Deed, subject only to matters contained in Paragraph 8 acceptable to Buyer.
Otherwise, title shall generally be free of liens and encumbrances of record or known to
Seller, but subject to property taxes for the year of closing; agreements, covenants,
restrictions and 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.
8. TITLE EVIDENCE
Seller shall, at Seller's expense and within 20 days prior to closing date secure 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
including: (a) ad valorem real estate taxes for the year of closing and subsequent years;
(b) the Declaration and other condominium documents binding the Property; (c)
covenants, restrictions, easements and other exceptions of record; (d) all laws,
ordinances, regulations, prohibitions and other requirements imposed by governmental
authority, including, but not limited to, all applicable building, zoning, land use and
environmental ordinances and regulations; (e) any other exceptions or matters recorded
against the Property (or any part thereof) after the date of this Agreement with respect to
operation and management of the Property (such as reservations, covenants, utility
easements, reciprocal easement agreements and any amendments or supplements
thereto) and which do not adversely affect the title ownership or operation of the
Property. Marketable title shall be determined according to applicable Title Standards
adopted by The Florida Bar and in accordance with law. Buyer shall have 10 days from
receiving evidence of title to examine it (Title Examination Period). 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.
9. SURVEY
Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine
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same, may have the Property surveyed and certified to the Buyer by a registered Florida
land surveyor. If survey shows any encroachment on the Property, or that improvements
located on the 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 performed 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.
10. 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 including but not limited to time
allotted for the removal of title defects as provided for in Paragraph 8 above. 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 60 days without effect upon any other term, covenant or condition
contained in this contract.
11. CLOSING DOCUMENTS
Closing Agent, on behalf of 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 for both
conveyances. The appropriate parties shall deliver resolutions or applicable
documents authorizing the sale and delivery of the deed and certifying the resolution or
documents and setting forth facts showing the conveyance conforms to the requirements
of local law.
12. CLOSING EXPENSES
Pursuant to Chapter 201.24, Florida Statutes, Seller is exempt from paying documentary
stamps on the deed. Buyer shall pay the cost for documentary stamps if applied to this
transaction. Recordation of the deed shall be paid by Buyer. Seller shall pay the costs of
recording any corrective instruments. All other closing costs shall be apportioned in the
manner customary for commercial real estate transactions in Pinellas County, Florida.
13. 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.
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 complete at time of
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closing shall be paid in full by Seller.
14. OCCUPANCY
Seller warrants that there are no parties in occupancy other than the Seller, or as otherwise
disclosed herein. If Property is intended to be rented or occupied beyond closing, the fact
and terms thereof shall be stated herein, and the tenant(s)or occupants disclosed pursuant
to Paragraph 16. Seller agrees to deliver occupancy of the Property at time of closing
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 occupancy unless otherwise stated herein or in
separate writing.
15. LEASES
With the exception of certain monthly parking permits that the Seller has issued to third
parties, Seller warrants there are no tenants occupying the Property and that no leases
exist, recorded or unrecorded, authorizing such occupancy and any authorized tenancy or
lease for use of the property created by Seller prior to closing or prior to the expiration
hereof, shall constitute a material breach of this Contract. The parking permits shall be
terminated by Seller prior to closing. Buyer may implement any parking permitting process
it deems appropriate following closing and conveyance of the Property.
16. 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
comparable condition. Seller makes no warranties other than is disclosed herein and
marketability of title. Buyer's covenant to purchase the Property "as is" is more specifically
represented in the following paragraph.
a. As Is with Right of Inspection: Buyer may, at Buyer expense within 60 days
following the Effective Date hereof("Inspection Period"), conduct inspections, tests,
environmental and any other investigations of the Property Buyer deems necessary
to determine suitability for Buyer's intended use. The 60-day Inspection Period shall
run concurrently with the 120-day Closing Date. Upon Seller's execution hereof,
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
any intrusive sampling of soils and groundwater on the Property shall be conducted
only (i) during regular business hours, (ii) with no less than two (2) business days
prior written notice to Seller, which notice shall include the proposed scope of work
for any such intrusive sampling, and (iii) in a manner which will not unduly interfere
with Seller's current use of the Property. Prior to entering the Property or performing
any intrusive soil or groundwater sampling on the Property, Buyer shall deliver to
Seller a certificate of insurance evidencing that Buyer's consultant has in place and
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shall maintain during the pendency of work on the Property commercial general
liability insurance with limits of at least One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury
or death and property damage insurance including coverage for contractual liability
covering any accident arising in connection with the presence of Buyer's consultant,
or its subcontractors, agents and representatives on the Property, which shall name
Seller as additional insureds and is written by a reputable insurance company
having a rating of at least "A+:VII" by Best's Rating Guide (or a comparable rating
by a successor rating service). Any damage to the Property caused by Buyer or its
consultants in conducting any such environmental assessment, investigation or
review shall be repaired by Buyer at its sole cost and expense. Seller will, upon
reasonable notice, provide utilities services as may be required for Buyer's
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. In the alternative, at the
Buyer's sole discretion, if Seller offers to repair or otherwise remedy such conditions
to Buyer satisfaction, Buyer may accept such offer. If Buyer terminates this contract,
and this transaction does not close, Buyer agrees, at Buyer's expense, to repair all
damages to the Property resulting from the inspections and investigations and
return the Property to its present condition.
b. Buyer's Agreement to Indemnify: Buyer hereby agrees to indemnify, defend and
hold Seller harmless from and against any and all liens, claims, causes of action,
damages, liabilities and expenses (including reasonable attorneys' fees) caused by
Buyer's inspections or tests permitted under this Agreement. Buyer's obligations
under this Section shall survive the termination of this Agreement and shall survive
the Closing.
17. 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 Seller obligations and to ensure that all Property is in and on the
premises. No new issues may be raised as a result of the walk-through.
18. RISK OF LOSS
If the Property is damaged by fire or other casualty before closing, Buyer shall have the
option of either taking the Property "as is", or of canceling this contract. Seller shall have
no obligation to repair or rebuild.
19. PROCEEDS OF SALE; CLOSING PROCEDURE
The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in
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escrow by Seller's attorney or by such other mutually acceptable escrow agent for a period
of no 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 vacate the Property and reconvey it to Seller by special warranty deed. If Buyer
fails to make 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. (2014), as amended.
20. 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 within 120 days of
the Effective Date. If this transaction is not closed due to any default or failure on the part
of the Buyer, Seller may seek specific performance or unilaterally cancel this agreement
upon giving notice to the Buyer within 120 days of the Effective Date. If a Broker is owed
a brokerage fee regarding this transaction, the defaulting Party shall be liable for such fee.
21. RADON GAS NOTIFICATION
In accordance with provisions of Section 404.056(8), Florida Statutes (2014), as amended,
Buyer is hereby informed 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 to persons who are exposed to it over time. Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained
from your county public health unit.
22. CONTRACT NOT RECORDABLE; PERSONS BOUND
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
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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' attorneys, 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 by Buyer without the written consent of the Seller, which
consent may be given or withheld in Seller's sole and absolute discretion. The terms
"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 permitted).
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
If either Party chooses to be represented by a Licensed Real Estate Broker upon Seller's
execution hereof, then that Party solely shall be responsible for any such Broker fee or
expense due to said Broker.
28. EFFECT OF PARTIAL INVALIDITY
The invalidity of any provision of this contract will not and shall not be deemed to affect 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 AND VENUE
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. Venue for any
action brought in state court shall be in Pinellas County, Florida, Clearwater Division.
Venue for an action brought in federal court shall be in the Middle District of Florida, Tampa
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Division.
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, and
any initials or signature thereon shall be deemed an original.
31. ENTIRE AGREEMENT
Upon execution 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.
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EXECUTED this day of A._ fi , 2021 by Buyer.
Attest:
/0, /4 By:
Title: i ,iva,c er
Print Name
-Don) 1), %a:4; 11
Print Name
AP ROVED BY SELLER & EFFECTIVE this day of
b.-r- , 2021.
Countersigned: CITY OF CLEARWATER, FLORIDA
;Ck?- 9 (d By:
Frank Hibbard - : MI cad► M ,Y( I€IJ
Mayor - . ity Manager
Approved as to form: Attest: A�}�
40,%WM4)7/601t, !►
otA IL, � � "' • •(
Laura Mahony Rosemarie Call � o
Senior Assistant City Attorney City Clerk j = _
4 4BlISION4,h
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EXHIBIT A
LEGAL DESCRIPTION
Condominium Unit PUB of NORTH BEACH PLAZA CONDOMINIUM, a Condominium,
according to the Declaration of Condominium thereof, recorded in Official Records Book
19444, Page 145, and any amendments thereto, and the plat thereof recorded in
Condominium Plat Book 159, Page 91, of the Public Records of Pinellas County, Florida,
together with its undivided share in the common elements appurtenant thereto.
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