OPTION AGREEMENT FOR SALE AND PURCHASE
FCT Project #: 01-144-FFl FCT Contract #: .07. cr. 5'.1/ .~/.FI. ~/- ;'",,,
FCT Project: Historic Bayview Environmental Park Property Tax LD.#: 16-29-16-83106-000-0100; 16-
29-16-53892-005-0030; 16-29-16-831 06-000-0211
OPTION AGREEMENT FOR SALE AND PURCHASE
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THIS AGREEMENT is made this ~ day of ,2002. between THE TRUST FOR PUBLIC LAND, a
California Non~Profit Corporation, whose address is 306 North Monroe Street, Tallahassee, Florida 32301, as
"Seller", and the FLORIDA COMMUNITIES TRUST, a nonregulatory agency within the Department of
Community Affairs, ("Acquiring Agency") whose address is 2555 Shumard Oak Boulevard, Tallahassee,
Florida 32399, and the CITY OF CLEARWATER, a municipality within Pinellas County, Florida, ("Local
Government"), whose address is P.O. Box 4748, Clearwater, Florida 33758-4748. Acquiring Agency and
Local Government will be collectively referred to as "Purchaser". Purchaser acknowledges and agrees that by
the date of the execution of this Agreement, Seller may not yet hold title to the Property, but does hold an
exclusive option to purchase the Property, and Seller's obligations under this Agreement are contingent upon
Seller acquiring marketable fee simple title from the current owner.
1. GRANT OF OPTION. Seller hereby grants to Purchaser the exclusive option to purchase the real
property located Pinellas. Florida. described in Exhibit "A", together with all improvements, easements and
appurtenances ("Property"). in accordance with the provisions of this Agreement. This Option Agreement
becomes legally binding upon execution by the parties but exercise of the option is subject to approval by
Purchaser and is effective only if Acquiring Agency and Local Government give written notice of exercise to
Seller.
2. OPTION TERMS. The option payment is $100.00 ("Option Payment"). The Option Payment, in the
form of a state warrant, will be forwarded to Seller upon its receipt by Acquiring Agency from the Comptroller
of the State of Florida. The option may be exercised during the period beginning with the Purchaser's approval
of this Agreement and the Acquiring Agency's governing body graW!~~ec~lan approval in accordance\\~
with Rule 9K-8.0ll, Florida Administrative Code, and ending on t> pte t, 2002 ("Option Expiration \~
Date"), unless extended by other provisions of this Agreement. In the event Acquiring Agency's Purchase
Price (as hereinafter defined in paragraph 3.A) or Local Government's Purchase Price (as hereinafter defined in
paragraph 3.A), are not available by the Option Expiration Date the period of exercise of the option may be
extended until such funds become available, not to exceed 60 days after the Option Expiration Date, by written
notice to Seller.
3.A. TOTAL PURCHASE PRICE. The total purchase price ("Total Purchase Price") for the Property is
ONE MILLION NINE HUNDRED THOUSAND DOLLARS AND NOIlOO DOLLARS ($1,900,000.00)
which, after reduction by the amount of the Option Payment, will be paid by Acquiring Agency and Local
Government at closing. Seller hereby authorizes Acquiring Agency to issue a state warrant directly to an
escrow agent who is authorized by law to receive such payment, and who is acceptable to Purchaser, and to
require the escrow agent to pay Seller's expenses of sale and real estate taxes. This Total Purchase Price
presumes that the Property contains at least 4.405 upland acres, to be confirmed by the Survey, as provided in
paragraph 5. The Total Purchase Price shall be paid to Seller as follows: Acquiring Agency shall pay the lesser
June 21, 2002
01-144-FF1
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of $1,425,000.00 or 75% of the final adjusted Total Purchase Price for the Property as determined in
accordance with paragraph 3.B. ("Acquiring Agency's Purchase Price"), which after reduction by Acquiring
Agency of the Option Payment, will be paid to Seller by state warrant at closing; and Local Government shall
pay the lesser of $475,000.00 or 25% ofthe final adjusted Total Purchase Price for the Property as determined
in accordance with paragraph 3.B. ("Local Government's Purchase Price"). The Total Purchase Price is subject
to adjustment in accordance with paragraph 3.B. The determination of the final Total Purchase Price can only
be made after the completion and approval of the survey required in paragraph 5.
This Agreement is contingent on the Seller's donation of$50,000.00 towards the final adjusted Total Purchase
Price to Local Government. which shall be shown as a credit to Local Government on the closing statement.
Local Government's contribution of its portion of the Purchase Price and all other project costs ("Local
Match") shall be deducted from this and other credits on the closing statement, and balance, if any, shall be
delivered to the Local Government from closing proceeds.
This Agreement is contingent upon approval of Total Purchase Price, Acquiring Agency's Purchase Price. and
Local Government's Purchase Price by Purchaser and upon confirmation that the Total Purchase Price is not in
excess of the final maximum approved purchase price of the Property as determined in accordance with Rule
9K-8.007. Florida Administrative Code ("Maximum Approved Purchase Price").
This agreement is also contingent upon Local Government's funds for closing being available at closing and
upon Local Government giving written notice to Acquiring Agency, prior to the exercise of the option, that
these funds are available to close in accordance with this Agreement. If such notification is not accomplished,
Acquiring Agency may in its sole discretion declare this Agreement void and of no further force and effects as
of that date. Local Government's funds are the sole responsibility of Local Government. Seller shall have no
recourse whatsoever, at law or equity, against Acquiring Agency or the Property as a result of any matter
arising at any time whether before or after fee simple title is conveyed to Local Government, relating to Local
Government' s funds, Acquiring Agency shall have no obligation under this Agreement to provide any portion
of Local Government's funds. Acquiring Agency's funds necessary to close are the sole responsibility of
Acquiring Agency. Seller shall have no recourse whatsoever, at law or equity, against Local Government or the
Property as a result of any matter arising at any time. whether before or after fee simple title is conveyed to
Local Government, relating to Acquiring Agency's funds. Local Government shall have no obligation under
this Agreement to provide any portion of Acquiring Agency's funds. Should Local Government's funds or
Acquiring Agency's funds not be available for any reason, Purchase or Seller may elect to terminate this
Agreement by written notice to the parties without liability to any party.
Acquiring Agency and Local Government agree that the Local Government shall take fee simple title to all of
the Property at the closing notwithstanding that Acquiring Agency and Local Government are required to pay
all of the Total Purchase Price in the manner set forth in this Agreement. Conveyance of the Property in fee
simple from Seller to Local Government will take place at the closing. in exchange for the payments to be
made by Acquiring Agency and Local Government to Seller at closing as set forth above in this paragraph 3.A.
3.B. ADJUSTMENT OF TOTAL PURCHASE PRICE. If, prior to closing, Acquiring Agency determines
that the Total Purchase Price stated in paragraph 3.A. exceeds the final Maximum Approved Purchase Price of
the Property, the Total Purchase Price will be reduced to the final Maximum Approved Purchase Price of the
Property. Upon determination of the final adjusted Total Purchase Price. Acquiring Agency's Purchase Price
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and Local Government's Purchase Price will be determined and adjusted in accordance with paragraph 3.A. If
the final adjusted Total Purchase Price is less than 99% ofthe Total Purchase Price stated in paragraph 3.A.
because of a reduction in the Maximum Approved Purchase Price of the Property, Seller shall, in its sole
discretion, have the right to terminate this Agreement and neither party shall have any further obligations under
this Agreement. If Seller elects to terminate this Agreement, Seller shall provide written notice to Acquiring
Agency and Local Government of his election to terminate this Agreement within 10 days after Seller's receipt
of written notice from Acquiring Agency of the final adjusted Total Purchase Price. In the event Seller fails to
give Acquiring Agency and Local Government a written notice of termination within the aforesaid time period
from receipt of Acquiring Agency's written notice, then Seller shall be deemed to have waived any right to
terminate this Agreement based upon a reduction in the Total Purchase Price stated in paragraph 3.A.
4.A. ENVIRONMENTAL SITE ASSESSMENT. Seller shall, at Seller's sole cost and expense and at least
30 days prior to the Option Expiration Date. furnish to Local Government and Acquiring Agency an
environmental site assessment of the Property, which meets the standard of practice of the American Society of
Testing Materials ("ASTM"). Seller shall use the services of competent, professional consultants with
expertise in the environmental site assessing process to determine the existence and extent, if any, of
Hazardous Materials on the Property. For purposes of this Agreement "Hazardous Materials" shall mean any
hazardous or toxic substance, material or waste of any kind or any other substance which is regulated by any
Environmental Law (as hereinafter defined in paragraph 4.B.). The examination of hazardous materials
contamination shall be performed to the standard of practice of the ASTM. For Phase I environmental site
assessment, such standard of practice shall be the ASTM Practice E 1527. Ifthe Findings and Conclusions
section of the assessment reports evidence of recognized environmental conditions, then a Phase II
Environmental Site Assessment shall be performed to address any suspicions raised in the Phase I
environmental site assessment and to confirm the presence of contaminants on site. The environmental site
assessment shall be certified to Purchaser and the date of certification shall be within 45 days before the date of
closing. Acquiring Agency shall reimburse Seller for the Acquiring Agency approved cost of the
environmental site assessment, not to exceed $5,000.00 upon Seller's submission of the necessary
documentation to Acquiring Agency which evidences payment in full of the environmental site assessment
costs by Seller. This reimbursement is contingent upon a sale of the Property to Purchaser.
4.B. HAZARDOUS MATERIALS. In the event that the environmental site assessment provided for in
paragraph 4.A. confirms the presence of Hazardous Materials on the Property. Purchaser, at its sole option,
may elect to terminate this Agreement and neither party shall have any further obligations under this
Agreement. Should Purchaser elect not to terminate this Agreement, Seller shall, at his sole cost and expense
and prior to the exercise of the option and closing. promptly commence and diligently pursue any assessment,
clean up and monitoring of the Property necessary to bring the Property into full compliance with any and all
applicable federal, state or local laws, statutes, ordinances. rules, regulations or other governmental restrictions
regulating, relating to. or imposing liability or standards of conduct concerning Hazardous Materials
("Environmental Law"). However. should the estimated cost of clean up of Hazardous Materials exceed a sum
which is equal to 1 % of the Total Purchase Price as stated in paragraph 3.A., Seller may elect to terminate this
Agreement and no party shall have any further obligations under this Agreement. In the event that Hazardous
Materials placed on the Property prior to closing are discovered after closing, Seller shall remain obligated
hereunder, with such obligation to survive the closing and delivery and recording of the deed described in
paragraph 8. of this Agreement and Purchaser's possession of the Property, to diligently pursue and accomplish
the clean up of Hazardous Materials in a manner consistent with all applicable Environmental Laws and at
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Seller's sole cost and expense.
Further, in the event that neither party elects to terminate this Agreement as provided above, Seller shall
indemnify and save harmless and defend Purchaser, its officers, servants, agents and employees from and
against any and all claims, suits, actions, damages, liabilities, expenditures or causes of action of whatsoever
kind arising from Hazardous Materials placed on the Property prior to closing whether the Hazardous Materials
are discovered prior to or after closing. Seller shall defend, at his sole cost and expense, any legal action, claim
or proceeding instituted by any person against Purchaser as a result of any claim, suit, or cause of action for
injuries to body, life. limb or property for which Hazardous Materials placed on the Property prior to closing
are alleged to be a contributing legal cause. Seller shall save Purchaser harmless from and against all
judgments, orders. decrees, attorney's fees, costs. expenses and liabilities in and about any such claim, suit,
investigation or defense thereof. which may be entered, incurred or assessed as a result of the foregoing.
5. SURVEY. Seller shall, at Seller's sole cost and expense and not less than 35 days prior to the Option
Expiration Date. deliver to Local Government and Acquiring Agency a current boundary survey of the
Property prepared by a professional land surveyor licensed by the State of Florida which meets the standards
and requirements of Acquiring Agency ("Survey"). It is Seller's responsibility to ensure that the surveyor
contacts the Acquiring Agency regarding these standards and requirements and the cost of the Survey prior to
the commencement of the Survey. The Survey shall be certified to Purchaser and the title insurer and the date
of certification shall be within 90 days before the date of closing, unless this 90 day time period is waived by
Purchaser and by the title insurer for purposes of deleting the standard exceptions for survey matters and
easements or claims of easements not shown by the public records from the owner's title policy. Ifthe Survey
shows any encroachment on the Property or that improvements intended to be located on the Property encroach
on the land of others. the same shall be treated as a title defect. Acquiring Agency shall reimburse Seller for
the Acquiring Agency approved cost of Survey. not to exceed $10,000.00. upon Seller's submission of the
necessary documentation to Acquiring Agency, which evidences payment in full of the Survey costs by Seller.
This reimbursement is contingent upon a sale of the Property to Purchaser.
6. TITLE INSURANCE. Seller shall, at Seller's sole cost and expense and at least 35 days prior to the
Option Expiration Date, furnish to Purchaser a marketable title insurance commitment, to be followed by an
owner's marketable title insurance policy (ALTA Form liB") from a title insurance company, approved by
Acquiring Agency. insuring marketable title to the Property in the amount of the Purchase Price. Seller shall
require that the title insurer delete the standard exceptions of such policy referring to: (a) all taxes, (b)
unrecorded rights or claims of parties in possession, (c) survey matters, (d) unrecorded easements or claims of
easements, and ( e) unrecorded mechanics' liens. Acquiring Agency shall reimburse Seller for Seller's cost for
the owner's title insurance policy required hereunder. Acquiring Agency's reimbursement shall not exceed an
amount which is equal to the minimum promulgated rate permitted by the Florida Insurance Commissioner's
rules and regulations. Acquiring Agency shall not be required to reimburse Seller until Seller has submitted
the necessary documentation to Acquiring Agency which evidences payment in full of the title insurance cost
by Seller and until the final owner's title insurance policy has been received and approved by Acquiring
Agency. This reimbursement is contingent upon a sale of the Property to Purchaser.
7. DEFECTS IN TITLE. If the title insurance commitment or survey furnished to Purchaser pursuant to
this Agreement discloses any defects in title. which are not acceptable to Purchaser. Seller shall, within 90 days
after notice from Purchaser, remove said defects in title. Seller agrees to use diligent effort to correct the
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defects in title within the time provided therefore, provided, however, that Seller shall not be required to bring
suit to correct a title defect. If Seller is unsuccessful in removing the title defects within said time or if Seller
fails to make a diligent effort to correct the title defects, Purchaser shall have the option to either: (a) accept the
title as it then is with no reduction in the Total Purchase Price. or (b) terminate this Agreement, thereupon
releasing Purchaser and Seller from all further obligations under this Agreement.
8. INTEREST CONVEYED. At closing. Seller shall execute and deliver to Local Government a
statutory warranty deed in accordance with Section 689.02, Florida Statutes, conveying marketable title to the
Property in fee simple free and clear of all liens, reservations. restrictions, easements, leases, tenancies and
other encumbrances, except for those that are acceptable encumbrances in the opinion of Purchaser. The
grantee in Seller's Warranty Deed shall be the City of Clearwater.
9. PREPARATION OF CLOSING DOCUMENTS. Upon execution of this Agreement, Seller shall
submit to Purchaser a properly completed and executed beneficial interest affidavit and disclosure statement as
required by Sections 286.23. and 380.08(2). Florida Statutes. Seller shall prepare the deed described in
paragraph 8 ofthis Agreement. Seller's closing statement and the title, possession and lien affidavit certified to
Purchaser and title insurer in accordance with Section 627.7842, Florida Statutes. and an environmental
affidavit on Acquiring Agency forms provided by Acquiring Agency. Acquiring Agency shall prepare
Purchaser's closing statement. All prepared documents shall be submitted to Local Government and Acquiring
Agency for review and approval at least 30 days prior to the Option Expiration Date.
10. PURCHASER REVIEW FOR CLOSING. Purchaser will approve or reject each item required to be
provided by Seller under this Agreement within 30 days after receipt by Purchaser of all of the required items.
Seller will have 30 days thereafter to cure and resubmit any rejected item to Purchaser. In the event Seller fails
to timely deliver any item, or Purchaser rejects any item after delivery. Purchaser may in its discretion extend
the Option Expiration Date.
11. EXPENSES. Seller will pay the documentary revenue stamp tax, if any, and all other taxes or costs
associated with the conveyance, including the cost of recording the deed described in paragraph 8 of this
Agreement and any other recordable instruments which Purchaser deems necessary to assure good and
marketable title to the Property.
12. TAXES AND ASSESSMENTS. All real estate taxes and assessments which are or which may
become a lien against the Property shall be satisfied of record by Seller at closing. In the event the Local
Government acquires fee title to the Property between January 1 and November 1, Seller shall, in accordance
with Section 196.295, Florida Statutes, place in escrow with the county tax collector an amount equal to the
current taxes prorated to the date of transfer, based upon the current assessment and millage rates on the
Property. In the event the Local Government acquires fee title to the Property on or after November 1, Seller
shall pay to the county tax collector an amount equal to the taxes that are determined to be legally due and
payable by the county tax collector.
13. CLOSING PLACE AND DATE. The closing shall be on or before 15 days after Purchaser exercises
the option; provided, however. that if a defect exists in the title to the Property, title commitment, Survey,
environmental site assessment. or any other documents required to be provided or completed and executed by
Seller, the closing shall occur either on the original closing date or within 60 days after receipt of
documentation curing the defects. whichever is later. Purchaser shall set the date, time and place of closing.
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14. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk of loss or
damage to the Property prior to the date of closing and warrants that the Property shall be transferred and
conveyed to the Local Government in the same or essentially the same condition as of the date of Seller's
execution of this Agreement. ordinary wear and tear excepted. However, in the event the condition of the
Property is altered by an act of God or other natural force beyond the control of Seller, Purchaser may elect, at
its sole option, to terminate this Agreement and neither party shall have any further obligations under this
Agreement. Seller represents and warrants that there are no parties other than Seller in occupancy or
possession of any part of the Property.
15. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the date this
Agreement is executed by Seller, Purchaser and its agents, upon reasonable notice, shall have the right to enter
the Property for all lawful purposes in connection with the this Agreement. Seller shall deliver possession of
the Property to the Local Government at closing.
16. ACCESS. Seller warrants that there is legal ingress and egress for the Property over public roads or
valid, recorded easements that benefit the Property.
17. DEF AUL T. If Seller defaults under this Agreement, Purchaser may waive the default and proceed to
closing, seek specific performance, or refuse to close and elect to receive the return of any money paid, each
without waiving any action for damages, or any other remedy permitted by law or in equity resulting from
Seller's default.
18. BROKERS. Seller warrants that no persons, firms, corporations or other entities are entitled to a real
estate commission or other fees as a result of this Agreement or subsequent closing, except as accurately
disclosed on the disclosure statement required in paragraph 9. Seller shall indemnify and hold Purchaser
harmless from any and all such claims. whether disclosed or undisclosed.
19. RECORDING. This Agreement. or notice of it, may be recorded by Purchaser in the appropriate
county or counties.
20. ASSIGNMENT. This Agreement may be assigned by Purchaser to a governmental agency or to an
entity from federal income tax pursuant to section 501 (c)(3)(IRC), in which event Purchaser will provide
written notice of assignment to Seller. This Agreement may not be assigned by Seller without the prior written
consent of Purchaser.
21. TIME. Time is of essence with regard to all dates or times set forth in this Agreement.
22. SEVERABILITY. In the event any of the provisions of this Agreement are deemed to be
unenforceable. the enforceability of the remaining provisions of this Agreement shall not be affected.
23. SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement, Seller's legal
representatives, successors and assigns will be bound by it. Upon Purchaser's approval of this Agreement and
Purchaser's exercise of the option, Purchaser and Purchaser's successors and assigns will be bound by it.
Whenever used. the singular shall include the plural and one gender shall include all genders.
24. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements,
June 21, 2002
01-144-FF1
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representations and understandings of the parties. No supplement, modification or amendment to this
Agreement shall be binding unless executed in writing by the parties.
25. WAIVER. Failure of Purchaser to insist upon strict performance of any covenant or condition of this
Agreement. or to exercise any right herein contained. shall not be construed as a waiver or relinquishment for
the future of any such covenant, condition or right; but the same shall remain in full force and effect.
26. AGREEMENT EFFECTIVE. This Agreement or any modification. amendment or alteration thereto,
shall not be effective or binding upon any of the parties hereto until it has been executed by all of the parties
hereto.
27. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part of
this Agreement.
28. NOTICE. Whenever either party desires or is required to give notice unto the other. it must be given
by written notice, and either delivered personally or mailed to the appropriate address indicated on the first
page of this Agreement. or such other address as is designated in writing by a party to this Agreement.
29. SURVIVAL. The covenants, warranties. representations, indemnities and undertakings of Seller set
forth in this Agreement shall survive the closing, the delivery and recording ofthe deed described in paragraph
8 of this Agreement and Local Government's possession of the Property.
THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER. IF THIS
AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE JUNE 28, 2002, THIS OFFER
WILL BE VOID UNLESS THE PURCHASER, AT ITS SOLE OPTION, ELECTS TO ACCEPT THIS
OFFER. THE EXERCISE OF THIS OPTION IS SUBJECT TO: (I) APPROVAL OF THIS AGREEMENT,
TOTAL PURCHASE PRICE, ACQUIRING AGENCY'S PURCHASE PRICE, AND LOCAL
GOVERNMENT'S PURCHASE PRICE BY PURCHASER, (2) ACQUIRING AGENCY'S GOVERNING
BODY GRANTING PROJECT PLAN APPROVAL IN ACCORDANCE WITH RULE 9K-8.01I. FLORIDA
ADMINISTRATIVE CODE, (3) CONFIRMATION THAT THE TOTAL PURCHASE PRICE IS NOT IN
EXCESS OF THE FINAL MAXIMUM APPROVED PURCHASE PRICE OF THE PROPERTY, AND (4)
LOCAL GOVERNMENT AND ACQUIRING AGENCY APPROVAL OF ALL DOCUMENTS TO BE
FURNISHED HEREUNDER BY SELLER. THE ACQUIRING AGENCY'S PERFORMANCE AND
OBLIGATION TO PAY UNDER THIS CONTRACT IS CONTINGENT UPON AN ANNUAL
APPROPRIATION BY THE LEGISLATURE.
June 21, 2002
01-144-FF1
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THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE
ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
F.E.J.D. No. 23-7222333
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Date signed by Seller
STATE OF FLORIDA)
COUNTY OF LEON)
The foregoing instrument was aclmow1edged before me this 21 day of June, 2002, by Gregory J. A. Chelius,
as Florida State Director of The Trust for Public Land. a California non-profit corporation, on behalf of the
corporation. who is personally lmown to me.
(NOTARY PUBLIC)
SEAL
.4y~~.... Stacy Savoie
i~l:":"'~" MY COMMISSION # CC'45147 EXPIIES
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: \ : : October 31, 2
Vi.l>l.....~'Jj IONDiD THWU TROY FAIN INSURANCf.INC.
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N TARYPUBLIC
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June 21, 2002
01-144-FFl
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PURCHASER
LOCAL GOVERNMENT
Countersigned:
By
Wi liam B. Horne II
City Manager
-~n
Approved as to form:
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.011811 13. F'.urr
Asc:ic:::tant City Attorney
Attest:
~~a-j~
~ynthi -E.- DUdeau. .,
1J City Clerk
STATE OF FLORIDA
COUNTY OF PINELLAS
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The foregoing instrument was acknowledged before me this /4 day of
~ ,2002, by BRIAN J. AUNGST, Mayor-Commissioner of the City of Clearwater,
who i personally known to me.
c+;e. ~
Print/Type Name:
Notary Public
NOTARY PUBLIC - STATE OF FLORIDA
CAROLYN L BRINK
COMMISSION" CC8304678
EXPIRES 512212003
BONDED THRU ASA 1-B88-NOTARY1
)
COUNTY OF PINELLAS )
'f.L-
The foregoing instrument was acknowledged before me this I q day of
~ ~ , 2002, by WILLIAM B. HORNE II, City Manager of the City of Clearwater,
who is rsonally known to me.
STATE OF FLORIDA
PrintfType Na~e~
Notary Public
"rfJ. ~
NOTARY P.UBUC - s'rATE OF FLORIDA
CAROLYN L BRINK
COMMISSION" CC83467B
EXPIRES 512212003
BONDED THRU ASA l-BBB-NOTARY1
~?d~
Witness as to Acquiring Agency
~
Approved as to Form and Legality
By:
Date:
PURCHASER
ACQUIRING AGENCY
COMMUN
STATE OF FLORIDA)
COUNTY OF LEON) d..
The foregoing instrument was acknowledged before me thiSo?Wday of ~ 2002, by Janice
Browning, Executive Director of the Florida Communities Trust, on behalf of the Acquirin gency. She
is personally known to me.
(NOTARY PUBLIC)
SEAL
June 21, 2002
01-144-FF1
\^
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By:
Janice Browning, Executive Director
l
Date signed b~bj~~Ll>~y
(printed. Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expire~,,"""W'1IJ
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EXHIBIT "A"
Leeal Description
A portion of Tract A, Myron A. Smith's Bay View Subdivision, according to plat thereof, as recorded in Plat Book 25,
Page 57, Public Records of Pine lIas County, Florida, in the S Y2 of Fractional Section 16, Township 29 South, Range 16
East, being described as follows:
Commencing at the West 1/4 comer of said Fractional Section 16, run thence South 89 27' 56" East along the East and
West centerline of said Section 16, for a distance of401.99 feet; thence South 00 32' 04" West, for a distance of50.00
feet to a point of aforesaid Tract A and the POINT OF BEGINNING; thence South 89 27' 56" East, 243.22 feet to a
point on curve; thence 100.68 feet along the arc ofa curve, concave Southerly, through a central angle of 00 45' 36", a
radius of7591.44 feet and a chord bearing of South 87 05' 12" East, 100.68 feet, to a point of reverse curvature; thence
135.23 feet along the arc ofa curve, concave Northerly through a central angle of 00 40' 24" , a radius of 11,507.16 feet
and a chord bearing of South 87 02' 36" East, 135.23 feet; thence South 02 37' 12" West (radial) for a distance of5.00
feet; thence South 87 23' 34" East for a distance of 5.01 feet; thence North 02 35' 42" East (radial) for a distance of
5.00 feet; thence 10.53 feet along the arc ofa curve, concave Northerly, through a central angle of 00 03' 09", a radius
ofll,507.16 feet and a chord bearing of South 87 25' 52" East, 10.53 feet; thence South 22 30' 54" East, 274.45 feet;
thence South 67 29' 13.5" West, 351.74 feet; thence North 21 30' 31" West, 191.95 feet; thence South 69 34' 59"
West 109.48 feet; thence North 21 06' 48" West, 281.80 feet to the POINT OF BEGINNING.
AND
Lot 2 and Lot 3, Block 5, REVISED MAP OF TOWN OF BAY VIEW, according to the plat thereof recorded in
Plat Book, 6, page 23, Public Records of Hillsborough County, Florida, of which Pine lIas County was formerly a
part.
AND
That portion of County Road 31 lying in Section 16, Township 29 South, Range 16 East, Pinellas County, Florida, as
vacated by Resolution No. 97-154 recorded in Official Records Book 9762, page 1872, Public Records of Pinellas
County, Florida, more particularly described as follows:
Commence at the Northwest comer of that certain tract ofland described in Warranty Deed recorded Official Records
Book 5879, page 1052, Public Records of Pine lIas County, Florida, said northwest corner being 37.97 feet West of the
Northeast corner of Tract C of MYRON A. SMITH'S BAY VIEW SUBDIVISION, as recorded in Plat Book 25, page
57, Public Records of Pinellas County, Florida and being a point on the Southerly right-of-way of County Road 31;
thence along the Southerly right-of-way, North 67029' 05" East, 138.99 feet to the POINT OF BEGINNING; thence
North 21 046'25" West, 66.04 feet to a point on the Northerly right-of-way of said County Road 31; thence along said
Northerly right-of-way, North 670 29' 05" East, 251.74 feet; thence South 22030' 55" East, 66.03 feet to a point on the
Southerly right-of-way of said County Road 31; thence along said Southerly right-of-way, South 670 29' 05" West,
259.60 feet to the POINT OF BEGINNING.
AND
The part of Lots I and 4 of Block 5 of REVISED MAP OF TOWN OF BAY VIEW, according to the plat
thereof recorded in Plat Book 6, page 23. Public Records of Hills borough County, Florida, of which PinelIas
County was formerly a part, IF ANY. lying Easterly of the Easterly boundary of Lots 2 and 3 of said Block 5
and lying Westerly of Tract A of MYRON A. SMITH'S BAY VIEW SUBDIVISION, as recorded in Plat
Book 25, page 57, Public Records of Pine lIas County, Florida.
June 21, 2002
01-144-FF1
11
ADDENDUM
BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT
(OTHER)
STATE OF FLORIDA)
COUNTY OF LEON)
Before me, the undersigned authority, personally appeared Gregory J. A. Chelius, this 21 day of June,
2002, who, first being duly sworn, deposes and says:
I) That The Trust for Public land whose address is 306 North Monroe Street, Tallahassee, Florida 32301, is
the owner of the Property. As required by Section 286.23, Florida Statutes, the following is a list of every
"person" (as defined in Section 1.01(3), Florida Statutes) holding 5% or more ofthe beneficial interest in the
disclosing entity:
The Trust for Public Land is a not for profit corporation, therefore it has no shareholders or individuals with
any beneficial interest in the real property listed in Exhibit A.
The Trust for Public Land, authorized to transact business in the state of Florida, is a charitable nonprofit
California corporation exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code
organized for the purpose of preserving and protecting natural diversity. None of the members of its Board of
Directors or Officers will personally receive any monetary compensation from nor hold a beneficial interest
related to this transaction.
2) That to the best of the affiant's knowledge, all persons who have a financial interest in this real estate
transaction or who have received or will receive real estate commissions, attorney's or consultant's fees or any
other fees or other benefits incident to the sale of the Property are:
Name and Address Reason for Payment Amount
Environmental and Technology, Inc. Environmental Site Assessment $2.550.00
Stewart Title of Tallahassee, Inc. Title Agent TBD
Stewart Title Guaranty Fund Title Insurance TBD
William K. Woodworth, PSM Boundary Survey TBD
3) That, to the best of the affiant's knowledge, the following is a true history of all financial transactions
(including any existing option or purchase agreement in favor of affiant) concerning the Property which have
taken place or will take place during the last five years prior to the conveyance of title to the City of
Clearwater:
Name and Address
of Parties Involved
Date
Type of
Transaction
Amount of
Transaction
Laura NaIl Connolly June 5, 2002 Purchase
Revocable Trust Laura NaIl Connolly. Trustee
$1,850,000.00
June 21, 2002
01-144-FF1
12
This affidavit is given in compliance with the provisions of Sections 286.23 and 380.08(2), Florida
Statutes.
AND FURTHER AFFIANT SA YETH NOT.
AFFIANT
SWORN TO and subscribed before me this 21 day of June, 2002, by Gregory J A Chelius, Florida
State Director of The Trust for Public Land. a California non-profit corporation, on behalf of the corporation,
who is personally known to me.
~..~~
NOTARY ~LIC
(NOTARY PUBLIC SEAL)
....t:..~....",.. Stacy Savoie
!.~A.'j. MYCOMMISSION# CC945147 EXPIRES
~A-1} October 31, 2002
"1.~;;;~~.... BONDED THRUTROY FAIN INSURANCf,1NC.
''I.....',
June 21, 2002
01-144-FF1
13
ADDENDUM
(CORPORA TE/NON-FLORIDA)
A. At the same time that Seller submits the closing documents required by paragraph 9 of this
Agreement, Seller shall also submit the following to Purchaser:
1. Corporate resolution which authorizes the sale of the Property to Purchaser in accordance with
the provisions of this Agreement and a certificate of incumbency,
2. Certificates of good standing from the Secretary of State of the State of Florida and the Secretary
of State of the State of California, and
3. Copy of proposed opinion of counsel as required by paragraph B. below.
B. As a material inducement to Purchaser entering into this Agreement and to consummate the
transaction contemplated herein, Seller covenants, represents and warrants to Purchaser as follows:
1. The execution of this Agreement and the performance by it of the various terms and conditions
hereof, including, without limitation, the execution of all agreements, notices and other
documents hereunder, have been duly authorized by the requisite corporate authority of Seller.
2. Seller is a corporation duly organized, validly existing and in good standing under the laws of
the State of California and is duly licensed and in good standing and qualified to own real
property in the State of Florida.
3. This Agreement. when executed and delivered, will be valid and legally binding upon Seller and
enforceable in accordance with its terms and neither the execution of this Agreement and the
other instruments to be executed hereunder by Seller, nor the performance by it of the various
terms and conditions hereto will violate the Articles of Incorporation or By-Laws of Seller.
At the closing. Seller shall deliver to Purchaser an opinion of counsel to the effect that the covenants,
representations and warranties contained above in this paragraph B. are true and correct as of the closing date.
In rendering the foregoing opinion, such counsel may rely as to factual matters upon certificates of other
documents furnished by partners, officers, officials and other counsel of Seller, and upon such other documents
and data as such partners, officers, officials and counsel may deem appropriate.
June 21, 2002
Ol-144-FF1
14
.ca~nt
Witness s to Local Government
orm ami~
By:
-
Approved as to Form and Legality
By: tUd1-_
Date: ~
June 21, 2002
01-144-FF1
SELLER
F.E.J.D. No.: 23-7222333
~- ;21-D~
Date signed by Seller
LOCAL GOVERNMENT
CI~ARWATER
BY' .~ ..'*W~. tJ..,.'AA~;:rr
Its: C ty Manager, William B. Horne II
Attest:~(;';10UNPA~'~ 0aL
(CI r Deputy Cle )
Cynthia E. Goudeati .
(OFFICIAL. SEAL)
$-/+-~ Ql...
-
Date signed by Local Government
City Attorney
ACQUIRING AGENCY
--
15