SCHOOL BOARD OF PINELLAS COUNTYCONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: The SCHOOL BOARD OF PINELLAS COUNTY, FLORIDA, hereinafter referred to as
"Seller", C/O Walter Pownall Service Center, 11111 South Belcher Road, Largo, Fl. 33773, and the
CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida (herein "Buyer" or
"City") of P. O. Box 4748, Clearwater, Florida 33758-4748, (collectively "Parties") hereby agree that the
Seller shall sell and Buyer shall buy the following real property ("Real Property") and personal property,
if any ("Personalty") (collectively "Property") upon the following terms and conditions.
1. PROPERTY DESCRIPTION (Pinellas County Parcel I. D. No. 32-28-16-00000-410-0100)
LEGAL DESCRIPTION: A portion of the Southeast'/4 of Section 32, Township 28 South, Range 16
East, being more particularly described as follows: The East 965.08 feet of
the North '/z of the Southeast % of Section 32, Township 28 South, Range
16 East, LESS the East 33.00 feet thereof, ALSO LESS the South 33.00
feet thereof, ALSO LESS the North 33.00 feet thereof, Pinellas County,
Florida. Containing 26.98 acres, more of less.
2. FULL PURCHASE PRICE .................................................................. $ 3.645.000.00
3. MANNER OF PAYMENT: City of Clearwater check in U.S. funds
at time of closing ......................................... $ 3,645,000.00
4. PURCHASE PRICE
The Full Purchase Price as established herein has been reached through negotiations with the Seller
by City staff and reflects average valuation between the following two appraisals: The subject property
was valued at $3,465,000 in an appraisal performed by Fogarty & Finch, Inc. on July 25, 2008, and
valued at $3,825,000 by James M. Millspaugh & Associates as of July 28, 2008.
5. TIME FOR ACCEPTANCE; APPROVALS
Following execution of this contract by the City, the price, terms and conditions as contained herein
shall remain unchanged and be held unconditionally open for a period of 60 days following delivery in
duplicate original to the Seller for acceptance and approval, or rejection, by Seller. If this agreement is
accepted and approved by Seller, it will be executed by duly authorized officials and delivered to Buyer
within 15 days thereafter. If Seller rejects this contract upon initial presentation, this contract shall be
null and void in all respects and Seller shall so inform Buyer in writing within 5 days of such action.
C:\Documents and Settings\gina.dewitt\Local Settings\Temporary Internet Files\OLKc2\PCSB PURCHASE - 27 ACRES
0908 (conform 111708).doc
6. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by Statutory Warranty
Deed, subject only to matters contained in Paragraph 7 acceptable to Buyer. Otherwise title shall be
free of liens, easements and encumbrances of record or known to Seller, but subject to property taxes
for the year of closing; covenants, restrictions and public utility easements of record; and no others
provided there exists at closing no violation of the foregoing and none of them prevents Buyer's
intended use of the Property. Buyer shall satisfy itself prior to closing that ingress and egress to the
Real Property is sufficient for the Buyer's intended use of the property.
7. TITLE EVIDENCE
Buyer, at Buyer expense and within 15 days prior to closing date shall obtain a title insurance
commitment issued by a Florida licensed title insurer agreeing to liens, encumbrances, exceptions or
qualifications set forth in this Contract, and those which shall be discharged by Seller at or before
closing. Seller shall convey a marketable title subject only to liens, encumbrances, exceptions or
qualifications set forth in this Contract. Marketable title shall be determined according to applicable Title
Standards adopted by The Florida Bar and in accordance with law. If title is found defective, Buyer
shall notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable, Seller will
have 120 days from receipt of notice within which to remove the defect(s), failing which Buyer shall
have the option of either accepting the title as it then is or withdrawing from this Contract. Seller will, if
title is found unmarketable, make diligent effort to correct defect(s) in title within the time provided
therefor, including the bringing of necessary suits.
8. SURVEY
Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may
have Real Property surveyed and certified to the Buyer, Seller and closing agent by a registered Florida
land surveyor. If survey shows any encroachment on Real Property, or that improvements located on
Real Property encroach on setback lines, easements, lands of others, or violate any restrictions,
contract covenants or applicable governmental regulation, the same shall constitute a title defect. The
survey shall be performed to minimum technical standards of the Florida Administrative Code and may
include a description of the property under the Florida State Plane Coordinate System as defined in
Chapter 177, Florida Statutes.
9. CLOSING PLACE AND DATE
Seller and Buyer shall, by mutual verbal agreement, designate a closing agent and this transaction shall
be closed in the offices of the designated closing agent in Pinellas County, Florida, on or before 180
days following execution by Seller, unless extended by other provisions of this contract. If either
party is unable to comply with any provision of this contract within the time allowed, and be prepared to
close as set forth above, after making all reasonable and diligent efforts to comply, then upon giving
written notice to the other party, time of closing may be extended up to 60 days without effect upon any
other term, covenant or condition contained in this contract.
C:\Documents and Settings\gina.dewitt\Local Settings\Temporary Internet Files\OLKC2\PCSB PURCHASE - 27 ACRES
0908 (conform 111708).doc Page 2 of 8
10. CLOSING DOCUMENTS
Buyer shall furnish closing statements for the respective parties, deed, bill of sale, mechanic's lien
affidavit, assignments of leases, tenant and mortgage estoppel letters, and corrective instruments as all
or any may be applicable.
11. CLOSING EXPENSES
The Buyer, unless this transaction is exempt
documentary stamps on the deed. Seller shall
Buyer shall pay recordation of the deed.
under Chapter 201.24, Florida Statutes, shall pay
pay the costs of recording any corrective instruments.
12. PRORATIONS; CREDITS
Taxes, assessments, rent (if any) and other revenue of the Property shall be prorated through the day
before closing. Closing agent shall collect all ad valorem taxes uncollected but due through day prior to
closing and deliver same to the Pinellas County Tax Collector with notification to thereafter exempt the
Property from taxation as provided in Chapter 196.012(6), Florida Statutes. If the amount of taxes and
assessments for the current year cannot be ascertained, rates for the previous year shall be used with
due allowance being made for improvements and exemptions. Assessments for any improvements that
are substantially complete at time of closing shall be paid in full by Seller.
13. OCCUPANCY
Upon execution of this agreement by the Seller, the Seller agrees to terminate existing Agreement with
West Central Florida Council, Inc., Boy Scouts of America, dated January 24, 2004, permitting its use
of the subject property. Seller warrants that other than as referenced in this provision, there are no
parties in occupancy other than the Seller, or as otherwise disclosed herein. Seller agrees to deliver
occupancy of the Property to Buyer at time of closing unless otherwise stated herein.
14. PROPERTY CONDITION
Seller shall deliver the Property to Buyer at time of closing in its present "as is" condition, ordinary wear
and tear excepted, and shall maintain the landscaping and grounds in a comparable condition. Seller
makes no warranties other than is disclosed herein in Paragraph 20 ("SELLER WARRANTIES") and
marketability of title. Buyer's covenant to purchase the Property "as is" is more specifically represented
in either subparagraph 1. a. or b. as marked [X].
a. [ ] As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property
in its present "as is" condition.
b. [X] As Is With Right of Inspection: Buyer may, at Buyer expense and within 21 days following the
Effective Date ("Inspection Period"), conduct inspections, tests, environmental and any other
investigations of the Property Buyer deems necessary to determine suitability for Buyer's intended use.
Seller shall grant reasonable access to the Property to Buyer, its agents, contractors and assigns for
the purposes of conducting the inspections provided, however, that all such persons enter the Property
C:\Documents and Settings\gina.dewitt\Local Settings\Temporary Internet Files\OLKC2\PCSB PURCHASE - 27 ACRES
0908 (conform 111708).doc Page 3 of 8
and conduct the inspections and investigations at their own risk. Seller will, upon reasonable notice,
provide utilities services as may be required for Buyer's 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, including but not limited to, undisclosed environmental issues. If
this transaction does not close, Buyer agrees, at Buyer expense, to repair all damages to the Property
resulting from the inspections and investigations and return the Property to its present condition.
15. WALK-THROUGH INSPECTION
At a time mutually agreeable between the parties, but not later than the day prior to closing, Buyer may
conduct a final "walk-through" inspection of the Property to determine compliance with any Buyer
obligations under Paragraphs 13 and 14 and to insure that all Property is in and on the premises. No
new issues may be raised as a result of the walk-through.
16. SELLER HELD HARM
Buyer, being self insured, and subject to the limits of liability and restrictions of Florida Statute 768.28,
agrees to indemnify and hold harmless the Seller from claims of injury to persons or property during the
inspections and investigations described in Paragraph 14(b) resulting from Buyer's own negligence
only, or that of its employees or agents only, subject to F. S. 768.28 and the doctrine of sovereign
immunity.
17. RISK OF LOSS
If the Property is improved, and improvements are damaged by fire or other casualty before closing and
cost of restoration does not exceed 3% of the Purchase Price of the Property, cost of restoration shall
be an obligation of the Seller and closing shall proceed pursuant to the terms of this contract with
restoration costs escrowed at closing. If the cost of restoration of the improvements exceed 3% of the
Purchase Price, Buyer shall have the option of either taking the Property "as is", together with 3% of
the corresponding amount of all insurance proceeds payable by virtue of such loss or damage, or of
canceling this contract.
18. PROCEEDS OF SALE; CLOSING PROCEDURE
The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in escrow by the
closing agent or by such other mutually acceptable escrow agent for a period of not longer than 5 days
from and after closing, during which time evidence of title shall be continued at Buyer's expense to
show title in Buyer, without any encumbrances or change which would render Seller's title unmarketable
from the date of the last title evidence. If Seller's title is rendered unmarketable through no fault of the
Buyer, Buyer shall,.within the 5-day period, notify the Seller in writing of the defect and Seller shall have
30 days from the date of receipt of such notification to cure the defect. If Seller fails to timely cure the
defect, all funds paid by or on behalf of the Buyer shall, upon written demand made by Buyer and within
5 days after demand, be returned to Buyer and simultaneously with such repayment, Buyer shall return
Personalty and vacate Real Property and reconvey it to Seller by special warranty deed. If Buyer fails
to make timely demand for refund, Buyer shall take title "as is", waiving all rights against Seller as to
C:\Documents and Settings\gina.dewitt\Local Settings\Temporary Internet Files\OLKC2\PCSB PURCHASE - 27 ACRES
0908 (conform 111708).doc Page 4 of 8
any intervening defect except as may be available to Buyer by virtue of warranties contained in the
deed. The escrow and closing procedure required by this provision may be waived if title agent insures
adverse matters pursuant to Section 627.7841, F.S. (1987), as amended.
19. DEFAULT
If this transaction is not closed due to any default or failure on the part of the Seller, other than to make
the title marketable after diligent effort, Buyer may seek specific performance or unilaterally cancel this
agreement upon giving written notice to Seller. If this transaction is not closed due to any default or
failure on the part of the Buyer, Seller may seek specific performance. If a Broker is owed a brokerage
fee regarding this transaction, the defaulting party shall be liable for such fee.
20, SELLER WARRANTIES
Seller warrants that there are no facts known to Seller that would materially effect the value of the
Property, or which would be detrimental to the Property, or which would effect Buyer's desire to
purchase the property except as follows: (S eci known defects- If none are known, write "NONE
If no entU, it shall be deemed that "NONE" has been entered)
Buyer shall have the number of days granted in Paragraph 14(b) above ("Inspection Period") to
investigate said matters as disclosed by the Seller, and shall notify Seller in writing whether Buyer will
close on this contract notwithstanding said matters, or whether Buyer shall elect to cancel this contract.
If Buyer fails to so notify Seller within said time period, Buyer shall be deemed to have waived any
objection to the disclosed matters and shall have the obligation to close on the contract.
21. RADON GAS NOTIFICATION
In accordance with provisions of Section 404.056(5), Florida Statutes (1989), 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.
C:\Documents and Settings\gina.dewitt\Local Settings\Temporary Internet Files\OLKC2\PCSB PURCHASE - 27 ACRES
0908 (conform 111708).doc Page 5 of 8
23. NOTICE
All notices provided for herein shall be deemed to have been duly given if and when deposited in the
United States Mail, properly stamped and addressed to the respective party to be notified, including the
parties to this contact, or 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 with
copy provided to the parties hereto.
24. ASSIGNABILITY; PERSONS BOUND
This contract is not assignable. 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, and
successors.
25. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them.
26. EFFECT OF PARTIAL INVALIDITY
The invalidity of any provision of this contract will not and shall not be deemed to effect the validity of
any other provision. In the event that any provision of this contract is held to be invalid, the parties
agree that the remaining provisions shall be deemed to be in full force and effect as if they had been
executed by both parties subsequent to the expungement of the invalid provision.
27. GOVERNING LAW
It is agreed by and between the parties hereto that this contract shall be governed by, construed, and
enforced in accordance with the laws of the State of Florida.
28. 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.
This contract contains an ADDENDUM attached hereto and by this reference made an integral part of
this contract. Upon execution by Seller and Buyer, this contract, together with all of the provisions of the
herein referenced ADDENDUM, 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.
C:\Documents and Settings\gina.dewitt\Local Settings\Temporary Internet Files\OLKC2\PCSB PURCHASE - 27 ACRES
0908 (conform 111708).doc Page 6 of 8
Signatories: Contract To Purchase Real Property By the City of Clearwater
Parcel I. D. No. 32-28-16-00000-410-0100
EXECUTED this day of 12008.
Countersigned:
CITY OF CLEARWATER, FLORIDA
L 'WBy:
F nk V. Hibbard William B. Horne II
Mayor City Manager
Appr ved as to form:
Laura Lipowski
Assistant City Attorney
Attest:
APPROVED & EFFECTIVE this day of , 200
SCHOOL BOARD OF PINELLAS COUNTY,
FLORIDA
By:
Print Name
Chairperson
Approved as to form:
Print Name
School Board Attorney
Attest:
Print Name
Superintendent
C:\Documents and Settings\gina.dewitt\Local Settings\Temporary Internet Files\OLKC2\PCSB PURCHASE - 27 ACRES
0908 (conform 111708).doc Page 7 of 8
To that certain Contact For Purchase of Real Property By The City of Clearwater, Florida, by and
between the City and the School Board of Pinellas County, Florida, regarding real property lying and
being situate in the Southeast % of Section 32, Township 28 South, Range 16 East more specifically
identified as Pinellas County Parcel #32-28-16-00000-410-0100.
TO WIT:
Closing and conveyance of title in and to the real property described herein is specifically conditioned
upon and absolutely subject to satisfactory completion of the following pre-closing requirements:
A. Vacation by Pinellas County, pursuant to application filed by the West Central Florida
Council, Inc., Boy Scouts of America, of that portion of a 33-foot right-of-way described in
Official Record Book 857, at Page 544 of the Public Records of Pinellas County, Florida, as
same may lie and be situate in the north 33 feet of the East'/2 of the North '/2 of the
Northeast % of Section 32, Township 28 South, Range 16 East lying west of the west
boundary of the subject parcel, as extended north.
B. Conveyance to the City of Clearwater by the West Central Florida Council, Inc., Boy Scouts
of America, of a 10-foot wide Ingress & Egress Easement over, under, across and through
the North 10-feet of the vacated parcel described in Paragraph A above, together with the
North 10-feet of Pinellas County Parcel #32-29-16-00000-410-0000, extended to the waters
of Lake Chautauqua.
C. Release by the West Central Florida Council, Inc., Boy Scouts of America, of the Right of
First Refusal as defined in paragraph 3.D of that Purchase & Sale Agreement with the
School Board of Pinellas County dated May 9, 1990.
C:\Documents and Settings\g in a.dewitt\Local Settings\Temporary Internet Files\OLKC2\PCSB PURCHASE - 27 ACRES
0908 (conform 111708).doc Page 8 of 8