EXCHANGE AGREEMENTEXCHANGE AGREEMENT
THIS AGREEMENT is made and entered into by and between PINELLAS SUNCOAST
TRANSIT AUTHORITY, a Florida independent special district ("PSTA"), and THE CITY OF
CLEARWATER, FLORIDA, a municipal corporation ("City"). PSTA and the City are sometimes
referred to collectively herein as the "parties" and each, separately, as a "party."
BACKGROUND:
A. PSTA is the fee owner of that certain parcel of real property and improvements
thereon located in Pinellas County, Florida, more particularly described on Exhibit "A" attached
hereto and by reference made a part hereof (the "PSTA Parcel").
B. The City is the fee owner of three certain parcels of real property and improvements
thereon located in Pinellas County, Florida, more particularly described on Exhibit "B" attached
hereto and by reference made a part hereof (the "City Parcels").
C. PSTA has been awarded a grant in the amount of $20 Million from the U.S.
Department of Transportation Rebuilding American Infrastructure with Sustainability and Equity
(RAISE) Grant Program for the construction of a transit station on the City Parcels generally
depicted in the concept plans attached as Exhibit "C" (the "Grant").
D. PSTA now desires to transfer and convey to the City, the PSTA Parcel in exchange
solely for the City Parcels, and the City now desires to transfer and convey to PSTA the City
Parcels in exchange solely for the PSTA Parcel.
NOW THEREFORE, in consideration of the premises, the mutual covenants herein
contained, and for $10.00 and other consideration, the receipt and sufficiency of which is
conclusively acknowledged by the parties, it is agreed as follows:
1. Exchange. PSTA hereby agrees to transfer and convey fee simple title to the PSTA
Parcel to the City and, in exchange therefor, the City agrees to transfer and convey to PSTA fee
simple title to the City Parcels, on the terms and conditions stated herein.
2. Conveyance. PSTA shall convey to the City at Closing (as hereafter defined) fee
simple title to the PSTA Parcel by special warranty deed (the "PSTA Parcel Deed") free and clear
of all mortgages, liens and encumbrances of any type or nature whatsoever, except for easements,
covenants and restrictions of record and other matters of record not timely objected to by the City.
At Closing, the City shall convey to PSTA at Closing fee simple title to the City Parcels by special
warranty deed (the "City Parcels Deed"), free and clear of all mortgages, liens and encumbrances
of any type or nature whatsoever, except for easements, covenants and restrictions of record, and
other matters of record not timely objected to by PSTA. Any matters not timely objected to
pursuant to Section 4 below shall be deemed accepted.
3. Consideration. The parties acknowledge that they have obtained and reviewed
appraisals for the respective parcels and the Federal Transit Administration (FTA) will have to
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determine that the appraisals for the City Parcels are in accordance with FTA C 5010.1E circular
requirements, App'x D (rev. July 16, 2018) and establish just compensation and the fair market
value of the City Parcels. The parties acknowledge such appraisals may be required to be updated.
The exchange of the PSTA Parcel to the City at Closing shall constitute the sole consideration to
be given by PSTA for the City Parcels. The exchange of the City Parcels to PSTA shall constitute
the sole consideration to be given by the City for the PSTA Parcel. The appraised value of the City
Parcels may be used by PSTA as the required local match for any federal or state grant for
construction of PSTA's facility on the City Parcels.
4. Inspections. Each of PSTA and the City shall have ninety (90) days from and after
the Effective Date, as such term is defined in Section 13 below, (the "Inspection Period") in which
to conduct such inspections and investigations (including, without limitation, to conduct any title
searches and reviews, and to obtain any title insurance commitments, surveys, environmental
surveys and soil tests) of the City Parcels (as to PSTA) and the PSTA Parcel (as to the City),
respectively, as such party may deem necessary and appropriate to determine (i) the quality of its
title to such parcel; (ii) its fitness for such party's intended purposes; (iii) its compliance with
zoning and land use laws, permitting matters and applicable building codes and development laws,
rules and regulations; (iv) the environmental condition of the City Parcels in compliance with
required Federal standards, including, without limitation, National Environmental Policy Act
(NEPA) due diligence requirements; (v) the environmental condition of the PSTA Parcel; and (vi)
any other matters such party deems pertinent to any of the foregoing. If either party is not satisfied
with the results of any such inspections or investigations for any reason, then it may, in its sole
discretion, elect to give the other party written notice of such objections and opportunity to cure
as provided below before terminating this Agreement. Notice of such election shall be made by
either party giving written notice of such election to the other party prior to 5:00 p.m. on the last
day of the Inspection Period. If either party timely gives the other party written notice of any
objections or defects, then the party receiving such notice (the "Recipient Party") shall have five
(5) days after receipt thereof in which to elect (by written return notice) to cure such objections or
defects, or to refuse to cure the same. The return notice shall be given within five (5) days after
receipt of the original notice of objection by the Recipient Party. If the Recipient Party elects to
cure the objection or defect, it shall have a reasonable time, not to exceed thirty (30) days, or in
the event remediation is required for cure, until March 31, 2023, whichever is later, to do so. In
such case, the time for Closing shall be extended on a day -for -day basis for each day by which the
time required to effect the cure exceeds the last day of the Inspection Period. If the Recipient Party
fails to timely provide any return notice of its intent to cure, it will be deemed to have refused to
cure. If the Recipient Party refuses to cure, then the objecting party shall then have five (5) days
in which to elect to terminate this Agreement and neither party shall have any further obligations
hereunder; or (ii) proceed to Closing under this Agreement in accordance with its terms without
any concession or set-off. If either party timely terminates this Agreement pursuant to this Section
4, then neither party shall have any further duties or obligations hereunder. However, if neither
party timely elects to give notice of such objections, then both parties will be deemed to be satisfied
with the results of their respective inspections.
5. Closing. The consummation of the exchange of real properties as contemplated
hereby shall occur at a mutually agreed time and place not later than April 30, 2023 (the "Closing"
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or the "Closing Date"). The Parties shall have a right to extend the Closing Date by sixty (60) days
if the condition set forth in Section 6(c) below has not been satisfied.
6. Conditions to Closing. The obligation of the City and PSTA to consummate the
Closing is subject to the satisfaction, as of the Closing Date (and any extensions thereof) of each
of the following "Conditions to Closing" unless otherwise waived in whole or in part by the parties
at or prior to Closing:
(a) All of the warranties and representations of the City and PSTA contained in this
Agreement shall be true and correct;
(b) The City and PSTA shall have each performed their respective obligations
and/or cured any notice of default under this Agreement;
(c) This Agreement and the transactions contemplated herein shall be approved by
each of the parties' governing bodies;
(d) The commitment by each parties' respective title insurance company to issue
any required title insurance policies; and
(e) Proof by PSTA that the PSTA has, through grants, funding agreements, loans,
reallocation of existing funds, or any other lawful sources, secured one hundred
percent (100%) of the estimated costs for funding necessary to construct a
transit facility on the City Parcels that substantially conforms to the concept
drawings depicted in Exhibit C, which are not otherwise covered by the Grant
or other previously programmed funds.
If any of the contingencies listed in this Section have not been satisfied or waived by the
Parties, then either party may terminate this Agreement by providing written notice thereof to the
other party, so long as such failure was not the fault or responsibility of the party giving such notice
and this Agreement shall be of no force and effect.
7. Prorations. All charges and assessments shall be prorated as of the date of Closing.
Each party understands and agrees that it may be required to bring cash to Closing to provide for
payment of its proration obligations and Closing costs.
8. Lease of the PSTA Parcel. At Closing, PSTA and the City shall enter into a written
lease agreement, pursuant to which PSTA shall lease from the City the PSTA Parcel (the "Lease").
If the parties are unable to agree to the final form of Lease prior to the end of the Inspection Period,
then either party may, by giving written notice to the other not later than the fifth (5th) day
following the last day of the Inspection Period, terminate this Agreement. In the event of such a
termination, neither party shall have any further obligations hereunder. The Lease shall contain
the following terms:
(a) The term of the Lease shall commence on the Closing Date and end thirty
(30) days after PSTA receives a Certificate of Occupancy for the Facility, or until such time as the
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City exercises its right to recapture the property in accordance with subsection (b) below,
whichever occurs sooner, or unless sooner terminated as otherwise provided for in the Lease.
Should the Lease exceed a five-year period, any term exceeding five (5) years shall be subject to
the Clearwater City Council declaring the PSTA Parcel as surplus in accordance with City of
Clearwater Charter, Article II, Section 2.01(d)(5)(vi) for continued lease of the property beyond
the five (5) year term.
(b) In accordance with City of Clearwater Charter, Article II, Section
2.01(d)(5)(viii), the parties will include in the Lease a right to recapture the PSTA Parcel if needed
by the City for a public purpose upon at least one hundred eighty (180) days' prior written notice
to PSTA and upon alternatively leasing another parcel of real property and improvements to PSTA
that may exist thereon, located in Pinellas County, Florida, as agreed to by the parties and as
acceptable to PSTA for the purpose of operating a temporary transit facility ("Alternate Lease
Parcel"). The Alternative Lease Parcel will be located in downtown Clearwater, which shall be
defined for this purpose as the area within or immediately adjacent to the area coterminous with
the City of Clearwater Community Redevelopment Area boundary.
(c) PSTA shall lease the PSTA Parcel (the Alternative Lease Parcel, or other
parcel identified by Clearwater, as applicable) at no rental cost; however, PSTA shall be
responsible for all other costs associated with its occupancy and operations as described in
subsection (d) below.
(d) In addition, PSTA shall be responsible for all costs and expenses
whatsoever in connection with the construction of improvements on the PSTA Parcel or the
Alternative Lease Parcel as PSTA deems necessary for its use and operations, including, but not
limited to, design, permitting, construction, infrastructure, paving, and other associated
appurtenances. At the termination of the Lease, PSTA may, at its sole discretion, remove its
installations, alterations, additions, partitions, fixtures, and anything in the nature of improvements
made or installed by PSTA on the PSTA Parcel or the Alternative Lease Parcel. All improvements
not so removed shall vest in the City upon termination of the Lease.
(e) The Lease shall be a "triple net" lease, and PSTA shall be responsible for
and shall either pay or reimburse the City for all costs and expenses whatsoever in connection with
its occupancy and use of the PSTA Parcel (or the Alternative Lease Parcel, as applicable) and the
maintenance thereof and its operations thereon. Such costs shall include (without limitation) the
following: (i) all costs of electrical and water utilities, water and sewer services, and telephone,
internet, Wi-Fi, computer and other telecommunication services; (ii) all costs of janitorial services,
trash and garbage removal, and lawn and parking lot maintenance; (iii) all applicable dues and
assessments; (iv) all costs of any routine, non -capital maintenance or capital maintenance and
repairs to any part of the Lease Parcel and the improvements thereon (and all fixtures); (v) costs
of obtaining and maintaining policies of hazard and casualty insurance and liability insurance; and
(vi) any other costs arising in connection with the occupancy, maintenance and use of the Lease
Parcel (or the Alternative Lease Parcel, as applicable) by PSTA. Without limiting the foregoing,
PSTA shall be responsible for and shall pay all costs of any repairs or replacements, including
capital repairs, for damage to the Lease Parcel and/or improvements and fixtures thereon.
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(f) The Lease shall contain such other terms and conditions as are customary for
similar commercial leases and as to which the parties may agree.
9. Warranties, Representations and Covenants. Each of the parties hereby warrants,
represents, and covenants to the other as follows:
(a) That the recitations above are true and correct in all material respects.
(b) That it is the sole owner of the parcel(s) to be conveyed and exchanged to
the other party pursuant to this Agreement, and that no other person has any right to or
interest in such parcel(s).
(c) That it has the full lawful power and authority to enter into this Agreement
and perform its obligations hereunder, and that the person signing this Agreement on its
behalf has the full corporate power and authority to do so.
(d) That it will convey the parcel(s) to be exchanged to the other party pursuant
to this Agreement free and clear of all mortgages, liens, encumbrances and claims or
interests of any type or nature whatsoever, in favor or any person; except for easements,
restrictions and covenants of record. Each party will, at or before Closing, cause any
mortgage or other monetary lien affecting the parcel to be exchanged by it hereunder to be
either paid and discharged in full (including any prepayment penalties), or will cause said
parcel to be fully released from the lien of said mortgage or other monetary lien.
(e) That it will maintain the parcel(s) to be exchanged by it hereunder in the
same condition (including, without limitation, physical condition, and condition of title) as
it was on the last day of the Inspection Period.
10. Closing Costs. Each party shall be responsible and shall pay for its own (i) costs
incurred in conducting its inspections (including, without limitation, title searches, surveys,
appraisals and other inspections or reports); (ii) costs of removing any liens or encumbrances
affecting the property being exchanged by it hereunder (including, without limitation, paying and
discharging any prepayment penalties or other charges associated therewith); (iii) costs of
preparing and recording any corrective instruments (including, without limitation, any
satisfactions and/or releases); (iv) costs of any title search and insurance premiums for any title
insurance policy purchased by such party on the parcel it is acquiring; and (v) costs of recording
the special warranty deed delivered to it at Closing.
11. Post -Closing Covenants. PSTA agrees that no discrimination will occur on the City
Parcels during the useful life of the Facility and that such covenant shall be included in the City
Parcels Deed and run with the land. The City, in turn, will support such construction and
development by expediting all related permit review, approval and issuance processes in
accordance with then -effective City policies and procedures; however, the City makes no
warranties or representations as to disposition or outcome of its regulatory permit review, approval
or issuance processes as a result of such expedition, nor should this Agreement be construed as
approval of any final plans all of which must meet the requirements of the City's regulatory review
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and permitting process. The City also acknowledges that PSTA is exempt from all permit fees
under Section 7 of Chapter 00-424, Laws of Florida, as amended. These covenants shall survive
the Closing.
12. Default. If either party fails or refuses to perform its obligations hereunder, or
breaches any of its warranties or representations hereunder, then such party shall be in default. In
the case of a default, the non -defaulting party may, by giving written notice to the other, elect to
(i) terminate this Agreement and, in addition, pursue all other remedies for damages that may be
available under Florida law for breach of this Agreement, or (ii) seek to enforce specific
performance of this Agreement.
13. Effective Date. For purposes hereof, "Effective Date" means the later of the dates
on which this Agreement is fully executed by PSTA and the City, as shown beneath their respective
signatures below.
14. Calculation of Time Periods. If the final day of any time period provided for in this
Agreement falls on a Saturday, Sunday, or day on which federal and/or state banking institutions
are closed for business in the State of Florida (a "Banking Holiday"), then such time period shall
be automatically extended until and through the next day that is not a Saturday, Sunday or Banking
Holiday.
15. Counterparts. This Agreement may be executed in counterparts, each of which
shall be an original but, when taken together, shall be deemed to constitute a single instrument.
16. Attorneys' Fees. If any party takes any action to enforce its rights under this
Agreement, then the prevailing party to such action may recover from the other all of such
prevailing party's costs incurred in bringing or defending such action, as the case may be, including
(without limitation) reasonable attorneys' fees and costs of appeals.
17. Disclosure and Consent. The City understands that this Agreement has been
prepared by the law firm of Bryant Miller Olive P.A. ("BMO"), as counsel for PSTA. The City
further understands that BMO may also serve as closing attorney for the exchange of real
properties as contemplated hereby. The City understands that: (i) BMO has not acted as counsel
to it for this transaction, and (ii) BMO's representation of PSTA, or in its capacity as closing
attorney, under this Agreement, is not a conflict to any prior or current representation of the City
by BMO. The City further acknowledges that it has had the full and fair opportunity to consult
with its own independent advisors regarding said transactions.
18. Brokers. Each party represents to the other that it has not engaged any other broker
or realtor in connection with the transactions contemplated by this Agreement.
19. Risk of Loss. Each party shall bear the risk of loss due to casualty or hazard to its
property occurring prior to the Closing.
20. Severability. If any provision of this Agreement is determined to be void or
unenforceable for any reason, then such provision shall be served from the remainder of this
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Agreement. In such a case, this Agreement shall then be enforced without reference to the void or
unenforceable provision as though such provision had never been included herein.
[This space intentionally left blank. Signatures are on the next succeeding page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date last written below.
ATTEST:
Print Name:
APPROVED AS TO FORM:
Nikki C. Day
Acting General Counsel
Countersigned:
Frank V. Hibbard
Mayor
Approved as to form:
zL/ *
David Margolis
City Attorney
PINELLAS SUNCOAST TRANSIT
AUTHORITY, a Florida independent special
district
By:
Name: Brad Miller, Chief Executive Officer
Date: 9/28/2022
Attest:
CITY OF CLEARWATER, FLORIDA
Jon P. Jennings
City Manager
Q _ntCi lk c '
Rosemarie Call
City Clerk
Date:
10/6/2022
Page 8 of 8
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date last written below.
ATTEST: PINELLAS SUNCOAST TRANSIT
AUTHORITY, a Florida independent special
district
�l
printxari,e: Rachael appolla By
Name: Brad Miller, Chief Executive Officer
APPROVED AS TO FORM:
Date: 9/28/2022
Nikki C. Day
Acting General Counsel
Countersigned: CITY OF CLEARWATER, FLORIDA
By:
Frank V. Hibbard Jon P. Jennings
Mayor City Manager
Approved as to form: Attest:
David Margolis Rosemarie Call
City Attorney City Clerk
Date: 10/6/2022
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Exhibit "A"
Legal Description for the PSTA Parcel
Garden Ave:
Tax ID: 16-29-15-32292-005-0070
Legal Description:
GOULD & EWING'S 2ND ADD BLK 5, LOTS 7 THRU 10 INCL
As may be more particularly described in the deeds therefor
Exhibit "B"
Legal Description for the City Parcels
City of Clearwater owned parcels:
704 Court Street:
Tax ID: 15-29-15-54450-011-0020
Legal Description:
MAGNOLIA PARK BLK 11, PART OF LOTS 2, 3, 8 & 9 DESC FROM SW COR OF BLK 11
TH E 73.45FT FOR POB TH NOOD 15' 12"E 314.34 FT TO S R/W OF FRANKLIN ST TH
S89D58'00"E 58.82FT TH S00D52'44"E 314.34FT TO S BNDRY OF BLK 11 TH W 65.03 FT
TO POB (MAP N-16-29-15)
710 Court Street:
Tax ID: 15-29-15-54450-011-0030
Legal Description:
MAGNOLIA PARK BLK 11, LOTS 4, 5, 6 & 7 & E 27.50FT OF LOTS 3 & 8 (MAP N-16-29-
15)
701 Franklin Street:
Tax ID: 15-29-15-54450-011-0010
Legal Description:
MAGNOLIA PARK BLK 11, PART LOTS 1, 2, 9 & 10 DESC FROM NW COR OF SD BLK
11 TH E 15FT FOR POB TH S89D58'E 63.68FT TH SOOD15'12"W 185.16FT TH
S89D49'30"W 60.6FT TH NOOD42'W 185.4FT TO POB
As may be more particularly described in the deeds therefor
B1
Exhibit "C"
Concept Plan
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PUBLIC ART