M N E K AND THE COMMUNITY REDEVELOPMENT AGENCY
CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA
PARTIES: M.N.E.K., a Florida corporation, 1274 Cleveland Street, Clearwater, Florida 33755, herein
"Seller"), and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER,
FLORIDA, a public body corporate and politic of the State of Florida, 112 South Osceola Avenue,
Clearwater, Fl. 33756 (herein "Buyer"or "CRA"), (collectively "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
LEGAL DESCRIPTION: Pinellas County parcels 15-29-15-65286-000-0180, 0190 and 0191 within
(PADGETT'S ESTATES, PB. 4, Pg. 11) together with Pinellas County parcels 15-29-15-58788-000-
0280, 0290 and 0310 (within RE-SUBDIVISION LOTS 11, 12, 13, 14 AND 15 OF PADGETT'S
ESTATES, PB 12, Pg. 24) as all are more specifically described in Exhibit "A" appended hereto and
by this reference made a part hereof.
PERSONALTY: NONE (Seller, at Seller's sole expense and option, may remove prior to closing all
Property fixtures as described in Exhibit "B" appended hereto and by this reference made a part
hereof)
2. FULL PURCHASE PRICE .................................................................. $1,675,000.00
3. IIMANNER OF PAYMENT: City of Clearwater check in U.S. funds
at time of closing ......................................... $1,675,000.00
4. PURCHASE PRICE
The Full Purchase Price as shown herein has been reached through negotiations with the Seller
through Seller's representatives by City Economic Development staff as with reference to two current
"highest and best use" appraisal valuations, as improved.
5. TIME FOR ACCEPTANCE: APPROVALS
Following execution of this contract by Seller, the price, terms and conditions as contained herein shall
remain unchanged and be held unconditionally open for a period of 30 days following delivery in
duplicate original to CRA for acceptance and approval, or rejection by action of the CRA Board of
Directors. If this agreement is accepted and approved by the CRA, it will be executed by duly
authorized CRA officers and delivered to Seller within 10 days thereafter. If this contract is rejected by
the CRA upon initial presentation, this contract shall be null and void in all respects and Seller shall be
so informed in writing within 5 days of such action.
U:\CRA docs\M.N.E.K. Purchase (rev) 080910.doc Page 1
6. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by Statutory
Warranty, 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.
7. TITLE EVIDENCE
Seller shall, at Seller expense and within 20 days following the Effective Date deliver to Buyer 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. Buyer shall have 5 days from
receiving evidence of title to examine it. 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,
including the bringing of necessary suits.
8. SURVEY
Buyer, at Buyers expense, within time allowed in paragraph 14(b) hereafter, 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 Coordinate System as defined, in Chapter 177, Florida
Statutes.
9. LO I G PLACE AND DATE
[X ] Seller [ ] Buyer shall designate closing agent and this transaction shall be closed in the offices of
the designated closing agent in Pinellas County, Florida, within 30 days following termination of the
Inspection Period, 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 Seller, at Sellers sole option,
may extend closing up to 15 days following delivery of written notice to Buyer without being in default
hereunder, and without affect upon any other term, covenant or condition contained in this contract.
10. CLOSING DOCUMENTS
Seller shall fumish closing statements for the respective parties, deed, bill of sale (if applicable),
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mechanic"s lien affidavit, mortgage estoppel letters, and corrective instruments. If Seller is a
corporation, Seller shall deliver a resolution of its Board of Directors authorizing the sale and delivery of
the deed and certification by the corporate Secretary certifying the resolution and setting forth faces
showing the conveyance conforms with the requirements of local law.
11. CLOSING EXPENSES
Documentary stamps on the deed, unless this transaction is exempt under Chapter 201.24, Florida
Statutes, shall be paid by the Seller. Seller shall also pay the costs of the Owner's Policy of Title
Insurance, recording any corrective instruments. Seller attorney fees, brokerage fees pursuant to
independent contract. Recordation of the deed and Buyer attorney fees shall be paid by Buyer.
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. Any deposits held by Seller in trust for
third parties in occupancy of the Property shall be credited to Buyer at time of closing. Assessments for
any improvements that are substantially complete at time of closing shall be paid in full by Seller.
13. OCCUPANCY
Seller warrants that there are no parties in occupancy other than the Seller, and authorized tenants as
of the Effective Date, or as otherwise disclosed herein. Seller agrees to deliver occupancy of the
Property at time of closing free and clear of all occupants and tenancies of any nature other than Seller.
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.
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 19 ("SELLER WARRANTIES") and
marketability of title. Buyer's covenant to purchase the Properly "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 60 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.
Seiler shall grant reasonable access to the Property th Buyer, its agents, contractors and assigns for
the purposes of conducting the inspections provided, however, that all such persons enter the Property
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and conduct the inspections and investigations at their own risk. Seller will, upon reasonable notice,
provide utilities services as may be required for Buyers inspections and investigations. Buyer shall not
engage in any activity that could result in a mechanics lien being filed against the Property without
Sellers 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. If Buyer fails to Notify Seller that Buyer is terminating this contract
as provided herein, then, in that event, it will be deemed Buyer is unequivocally obligated to
consummate the purchase of the Property in its then "AS IS" condition, subject only thereafter to
Seller having met and performed all other obligations and conditions of this contract and subject to
normal wear and tear through day of closing, and upon Seller not being in default of any obligations
under any of the terms and provisions of this contract.
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 8, 13 and 14 and to insure that all Property is in and on the premises. No
now issues may be raised as a result of the wak through.
16. SELLER HELD HARMLESS
Buyer is self insured, and subject to the Omits and restrictions of the Florida Sovereign immunity statute,
F.S. 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 the limits and restrictions of the
sovereign immunity statute.
17. PR
The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in escrow by
Seller's attorney 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 Sellers title unmarketable
from the date of the last title evidence. If Sellers 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
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. (2009), as amended. It is the intention of the
parties that the closing agent will delete the gap exception from the title commitment at closing,
therefore making it possible to disburse settlement/closing funds, and the title insurer will insure against
possible existence of adverse matters or defects in the title which are recorded during the period of time
between the effective date of the commitment and the date of recording of the document creating the
estate or interest to be insured.
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18. 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 or unilaterally cancel this
agreement upon giving written notice to Buyer. If a Broker is owed a brokerage fee regarding this
transaction, the defaulting party shall be liable for such fee.
19. 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: See ParagMph_ 14 - B No Warranties
22. RADQN GAS NOTIFICATION
In accordance with provisions of Section 404.056(5), Florida Statutes (2009), 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.
23. 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.
24. 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, 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.
25. ASSIGNABILITY: PERSONS BOUND
This contract [ ] is not assignable [x] is 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, successors and assigns (if assignment is permitted).
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26. ATTORNEYS FEES: COSTS
Each party shall be responsible for its own attorney's fees in connection with this Contract. In any
litigation arising out of this contract, each party shall be responsible for their own attorneys' fees and
costs.
27. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them.
28. BROKER REPRESENTATION
Buyer and Seller warrant and represent to each other that they have not dealt or consulted with any real
estate broker or agent in connection with the Property or this transaction other than Complete
Commercial Realty (representing the Seller) and Colliers Arnold. Seller shall be responsible for a
brokerage fee of 2.5% of the Full Purchase Price to be paid at closing to Complete Commercial Realty
and an additional brokerage fee of 2.5% of the Full Purchase Price to be paid at closing to Colliers
Arnold. Buyer has no obligation for brokerage fee.
29. 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.
30. 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.
31. COIJNICRPARTS: F G 1 1 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.
32. EXH BITS ATTACHED
Exhibit A (legal description of Parcel(s) and Exhibit B (fixtures to be removed by Seller prior to closing)
are attached hereto and made a part of this contrail.
33. 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
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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.
EXECUTED this of , 2010 by Seller.
M.N.E.K.,Inc.
By:
Maria A. Dedrick, President
APPROVED AND EFFECTIVE this ?/0 day of _ _, 2010.
COMMUNITY REDEVELOPMENT AGENCY
Countersigne of the City of Clearwater, Florida
r
By. J--O?
Rod Irwin, its EXECUTIVE DIRECTOR Frank V. Hibbard, its CHAIRMAN
Approved as to form: Attest:
Laura Mahony, Assists ity Attorney City Clerk
CIA
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EXHIBIT "A"
Legal Descriptions
Per Warran Deed recorded in O. R. Book 13030 P s. 821 - 822, Pinellas County public records
Lot 18, and the East 108.5 feet of Lot 19, LESS the East 20 feet of Lot 18, and the South 20 feet of
Lots 18 and 19, previously dedicated for road right-of--way purposes of THE PADGETT ESTATE
SUBDIVISION, according to the map or plat thereof on file in the Office of the Clerk of the Circuit Court
in and for Pinellas County, Florida, recorded in Plat Book 4, Page 11, said lands situate, lying and being
in Pinellas County, Florida.
AND
Lots 28, 29, 30 and 31, RE-SUBDIVISION LOTS 11, 12, 13, 14 AND 15 OF PADGETTS ESTATE,
according to the map or plat thereof on file in the Office of the Clerk of Circuit Court in and for Pinellas
County, Florida, recorded in Plat Book 12, Page 24, said lands situate, lying and being in Pinellas
County, Florida.
AND
Per Warranty Deed recorded in O. R. Book 13988,_Pgs. 30 - 31, Pinellas County public records
The West 100 feet of Lot 19, PADGETT ESTATES SUBDIVISION, according to the plat thereof
recorded in Plat Book 4, Page 11, Public Records of Pinellas County, Florida.
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EXHIBIT "B"
Located in 20 N. Betty Lane -- Living room ceiling fan, 2 bedroom ceiling fans, kitchen light
fixture, dining room light fixture
Located in 1274 Cleveland Street - Security system including all cameras and monitoring
equipment
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