SOCIETY OF ST VINCENT DE PAUL COUNCIL OF UPPER PINELLAS COUNTY INC AND COMMUNITY REDEVELOPMENT AGENCYr
CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA
PARTIES: SOCIETY OF ST. VINCENT DE PAUL COUNCIL OF UPPER PINELLAS COUNTY, INC., a
not-for-profit corporation, having its principal place of business at 1015 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, Florida 33756 (herein "Buyer' or "CRA"), (collectively "Parties") hereby
agree that the Seller shall sell and Buyer shall buy the following real property, including all
improvements thereon and fixtures attached thereto ("Property"), upon the following terms and
conditions.
1. PROPERTY DESCRIPTION Pinellas County Parcel 1. D. 15-29-15-03928-005-0010 and 15-29-
15-54450-002-0090
LEGAL DESCRIPTION: SARAH MCMULLEN'S SUBDIVISION, All of Block 5 north of Park Street,
LESS the east 50 feet and LESS road on the north, according to the plat thereof as recorded in Plat
Book 1, Page 41, Public Records of Pinellas County, Florida; together with MAGNOLIA PARK
SUBDIVISION, Block 2, Lots 9 and 10, LESS road on the north, according to the plat thereof as
recorded in Plat Book 3, Page 43, Public Records of Pinellas County, Florida.
2. FULL PURCHASE PRICE .................................................................. $ 587,000.00
3. MANNER OF PAYMENT: City of Clearwater check in U.S. funds
at time of closing ......................................... $ 587,000.00
4. PURCHASE PRICE
The Full Purchase Price as established herein has been reached through CRA representative
discussions and negotiations with Seller and Seller real estate representatives, upon and following due
consideration of that certain real estate appraisal dated March 15, 2010 as developed for Seller by
James M. Millspaugh, MAI; that valued the Property at $600,000; and that certain real estate appraisal
dated June 2, 2010 as developed for Buyer by K. Mitchell Caldwell, MAI, that valued the Property at
$575,000.
5. TIME FOR ACCEPTANCE
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 45 days following delivery in
duplicate original to the CRA for acceptance and approval, or rejection, by action of the CRA Board of
Directors ("Board"). If this Contract is accepted and approved by the Board, it will be executed by duly
authorized CRA officials (the "Effective Date") and delivered to Seller within 10 business days
thereafter. If the Board rejects this contract upon initial presentation, this contract shall be null and void
in all respects and the Seller shall be so informed in writing within 5 business days thereafter. A
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facsimile or electronically transmitted copy of this Contract and any signatures hereon shall be
considered for all purposes as an original.
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. Seller warrants and represents that there is ingress and egress to the
Property sufficient for the Buyer's intended use to hold for redevelopment.
7. TITLE EVIDENCE
Seller shall, at Seller expense and within 15 days prior to closing date obtain a title insurance
commitment issued by a licensed Florida title insurance agent 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 Buyer's option and 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 of Buyer's choice. 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. CLOSING PLACE AND DATE
Seller shall designate closing agent and this transaction shall be closed at a mutually agreed time in the
offices of the designated closing agent in Pinellas County, Florida, on or before sixty (60) days
following the Effective Date as set forth in paragraph 5 above, 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
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days without effect upon any other term, covenant or condition contained in this contract.
10. CLOSING DOCUMENTS
Seller shall furnish closing statements for the respective parties, provide and deliver the deed, bill of
sale, mechanic's lien affidavit, tenant and mortgage release estoppel letters, and corrective instruments
as may be applicable. 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 facts showing the conveyance conforms to the requirements of local law.
11. CLOSING EXPENSES
Seller, unless this transaction is exempt under Chapter 201.24, Florida Statutes, shall pay documentary
stamps on the deed. Seller shall pay the costs of recording any corrective instruments. Buyer shall pay
for recordation of the deed.
12. PRORATIONS- CREDITS
Property taxes and any governmental assessments accruing against the Property shall be paid by
Seller and 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.
13.000UPANCY
Seller warrants and shall validate and affirm at or prior to closing that the property has no tenancies or
others in occupancy other than the Seller.
14. PROPERTY CONDITION
Seller shall deliver the property to Buyer at time of closing in its present "as is" condition, subject to
Buyer Right of Inspection as provided hereafter, ordinary wear and tear excepted, and shall maintain
the landscaping and grounds in a comparable condition as to the date of Seller execution hereof.
Buyer may, at Buyer option and expense within 45 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 for future redevelopment. Seller
shall grant reasonable access to the Property to Buyer, its employees, agents, contractors and assigns
for the purposes of conducting the inspections as provided herein; however, that all such persons
entering upon the Property and conducting the inspections and investigations shall do so 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 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. If this transaction does
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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 Seller in 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 Seller
obligations under Paragraphs 13 and 14 hereof. No new issues may be raised as a result of the walk-
through.
16. RISK OF LOSS
If the property is damaged by fire or other casualty before closing, and the cost of restoration does not
exceed 10% of the appraised valuation of the Property so damaged, cost of restoration shall be an
obligation of the Seller and closing shall proceed pursuant to the terms of this contract with restoration
costs credited to Buyer at closing. If the cost of restoration exceeds 10% of the appraised valuation of
the improvements so damaged, Buyer shall have the option of either taking the Property "as is";
together with either 10% of any insurance proceeds payable by virtue of such loss or damage, or of
cancelling this contract.
17. PROCEEDS OF SALE: CLOSING PROCEDURE
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 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
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.
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. 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
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Property, or which would be detrimental to the Property, or which would effect Buyer's desire to
purchase the property except as follows: (Specify known defects. If none are known, write "NONE".
If no entry. it will be deemed that Seller has entered "NONE")
E
Buyer shall have fifteen (30) days following the Effective Date 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.
20. RADON 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.
21. 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.
22. 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.
23. 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, successors
and assigns (if assignment is permitted).
24. BROKER REPRESENTATION
Seller is represented in this transaction by Colliers Arnold Clearwater ("Broker") and shall be
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responsible for payment of any fees and commissions due and payable to Broker. Buyer represents
that Buyer is not represented by any Broker in this transaction and that Buyer is not obligated for any
fees and commissions to any real estate Broker or agent in connection with this Contract.
25. ATTORNEY FEES; COSTS
Each party shall be responsible for its own attorney's fees in connection with this Contract, including
any litigation arising out of this contract.
26. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them.
27. 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.
28. 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.
29. 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.
30. BUSINESS LEASE CONTRACT ADDENDUM
It is agreed by and between the parties that execution, implementation and fulfillment of the terms and
provisions of that certain Business Lease Contract respective to the subject Property, an exact copy of
which is appended hereto as EXHIBIT "A", is integral, appurtenant to and a part of this Contract.
31. ENTIRE AGREEMENT
Upon execution by Seller and Buyer, this contract shall constitute the entire agreement between the
parties, shall supersede any and all prior and contemporaneous written and oral promises,
representations or conditions in respect thereto. All prior negotiations, agreements, memoranda and
writings shall be merged herein. Any changes to be made in this agreement shall only be valid when
expressed in writing, acknowledged by the parties and incorporated herein or attached hereto.
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EXECUTED this ?C day of , 2010 by Seller.
SOCIETY OF ST. VINCENT DE PAUL OF
UPPER PINELLAS COUNTY, INC.
By:
Patrick J. Farmer, President
APPROVED BY BUYER & EFFECTIVE this day of ? S, ? buy' '2010.
THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER,
FLORIDA
Approved as to form:
La ra Ma ony
Assistant City Attorney
By: /,. r
Fr nk V. Hibbard, its CHAIRMAN
Rod Irwi , its EX CUTIVE DI.F,aGT4F,3,,
Attest: it do
}u., Oil
'Ps
Rosemarie Call
City Clerk
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EXHIBIT "A"
BUSINESS LEASE CONTRACT
THIS LEASE CONTRACT, entered into this day of , 2010 by and
between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER,
FLORIDA, a public body corporate and politic of the State of Florida, as Lessor, and the SOCIETY
OF ST. VINCENT DEPAUL COUNCIL OF UPPER PINELLAS COUNTY, INC., a not-for-profit
corporation, as Lessee.
WITNESSETH:
That the Lessor does lease to the Lessee the following premises consisting of the land and all
improvements thereon addressed at 1015 Cleveland Street, Clearwater, Florida, Pinellas County,
Florida, and being more specifically described as follows:
SARAH MCMULLEN'S SUBDIVISION, all of Block 5 north of Part Street, LESS the
east 50 feet and LESS the road on the north, according to the plat thereof as
recorded in Plat Book 1, Page 41, Public Records of Pinellas County, Florida;
together with MAGNOLIA PARK SUBDIVISION, Block2, Lots 9 and 10, LESS road
on the north, according to the plat thereof as recorded in Plat Book 3, Page 43,
Public Records of Pinellas County, Florida.
Such property shall hereinafter be referred to as the "leased premises" or the "demised
premises" or the "leased property."
1. LEASE TERM.
The term of this lease shall be for one (1) year; which term will commence on the day of closing
of that certain Contract For Purchase of Real Property by and between the parties entered into the
day of , 2010, a true and correct copy of this instrument being
appended thereto as EXHIBIT "A", being integral and appurtenant to said Contract; and shall
continue until midnight on the 365th day thereafter (herein called the "initial term"). Lessee shall have
the option to extend the term of this lease for one successive period not to exceed six (6) months (the
"extended term") with written consent of Lessor, and upon prompt and timely payment of Rent as
provided in Article 2 hereafter. No such renewal or extension shall be deemed a waiver by Lessor of
any breach or default which may then exist. The extended term shall be upon the same conditions
and terms, and the rent shall be payable, as provided in this agreement, except that there shall be no
privilege to extend the term beyond the expiration of the extended term period as hereinabove
specified. The Lessee shall exercise the option for an extended term by notifying the Lessor in writing
at least two (2) calendar months prior to the expiration of the initial term. Upon such exercise, this
lease shall be deemed to be extended without the execution of any further lease or other instrument.
Failure to exercise the option as required herein shall nullify the option for the extended term. If
Lessee is not in default of any lease provision, Lessee shall further have the privilege and option of
terminating this lease upon giving Lessor not less than thirty (30) days written notice prior to vacating
the lease premises, and fully paying any and all costs, including, but not limited to, rent, utilities,
taxes and insurance expenses for which Lessee is responsible.
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2. RENT.
The Lessee agrees to pay and the Lessor agrees to accept as rent during the initial term of
this lease, the sum of One and 00/100 Dollars ($1.00), the receipt and sufficiency of which is hereby
acknowledged. Should Lessee exercise its privilege to extend the term hereof as provided above,
Lessee shall pay to Lessor the total sum $26,700.00, payable in monthly installments of $4,450.00,
plus applicable sales tax, if any, commencing upon the first day of the extended term and due and
promptly payable in monthly calendar date thereafter throughout the extended term.
3. USE OF PREMISES.
The premises are leased to Lessee solely for the following uses and no other use can be
made of the premises during the term without the written consent of the Lessor: The premises will be
used by Lessee in continuance of its operations as a °thrift store" as functioning and operating prior
to entering into this Lease Contract.
4. UTILITIES.
Water, sewer, electric and all other utilities of any kind shall be billed directly to Lessee and are
or shall be individually metered for the subject premises. All deposits for such utilities shall be the
sole responsibility of Lessee.
5. TAXES.
Lessee shall be responsible for and pay any real and intangible personal property taxes, if any,
that may be assessed and levied on the properly or on the leasehold created by this document.
6. OBSERVANCE OF LAWS AND ORDINANCES.
Lessee agrees to observe, comply with and execute promptly at its expense during the term
hereof, all laws, rules, requirements, orders, directives, codes, ordinances and regulations of
governmental authorities and agencies and of insurance carriers which relate to its use or occupancy
of the demised premises.
7. ASSIGNMENT OR SUBLEASE.
Lessee shall not, without first obtaining the written consent of Lessor, assign, mortgage,
pledge, or encumber this lease, in whole or in part, or sublet the premises or any part thereof. Lessor
may withhold such consent at its discretion. This covenant shall be binding on the legal
representatives of Lessee, and on every person to whom Lessee's interest under this lease passes
by operation of law, but it shall not apply to an assignment or subletting to the parent or subsidiary of
a corporate lessee or to a transfer of the leasehold interest occasioned by a consolidation or merger
involving such lessee.
If the premises are sublet or occupied by anyone other than Lessee, and Lessee is in default
hereunder, or if this lease is assigned by Lessee, Lessor may collect rent from the assignee,
subtenant, or occupant, and apply the net amount collected to the rent herein reserved. No such
collection shall be deemed a waiver of the covenant herein against assignment and subletting, or the
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acceptance of such assignee, subtenant, or occupant as Lessee, or a release of Lessee from further
performance of the covenants herein contained.
8. ALTERATIONS AND IMPROVEMENTS.
The Lessee shall not make any structural alterations or modifications or improvements which
are part of the leased property without the written consent of the Lessor, and any such modifications
or additions to said property shall become the property of the Lessor upon the termination of this
lease or, at Lessor's option, the Lessee shall restore the leased property at Lessee's expense to its
original condition. The restrictions of this paragraph shall not apply to maintenance of the leased
property, but shall apply to any change which changes the architecture or purpose of the property or
which changes any of the interior walls of the improvements or which annexes a fixture to any part of
the leased property which cannot be removed without damage thereto. In the event Lessee desires
to make any alterations or modifications, written notice shall be given to the Lessor. Unless the
Lessor objects to such proposals by notice to Lessee within twenty (20) days after written notice from
Lessee, the proposal shall be deemed approved. Lessee shall have no power or authority to permit
mechanics' or materialmen's liens to be placed upon the leased property in connection with
maintenance, alterations or modifications. Lessee shall, within fifteen (15) days after notice from
Lessor, discharge any mechanic's liens for materials or labor claimed to have been furnished to the
premises on Lessee's behalf. Not later than the last day of the term Lessee shall, at Lessee's
expense, remove all of Lessee's personal property and those improvements made by Lessee which
have not become the property of Lessor, including trade fixtures and the like. All property remaining
on the premises after the last day of the term of this lease shall be conclusively deemed abandoned
and may be removed by Lessor and Lessee shall reimburse Lessor for the cost of such removal.
9. RISK OF LOSS.
All personal property placed or moved onto or into the premises shall be at the risk of the
Lessee or owner thereof. The Lessor shall not be responsible or liable to the Lessee for any loss or
damage that may be occasioned by or through the acts or omissions of persons occupying adjoining
premises or any part of the premises adjacent to or connected with the premises hereby leased or
any part of the building which the leased premises are a part of or any loss or damage resulting to
the Lessee or its property from bursting, stopped up or leaking water, gas, sewer or steam pipes
unless the same is due to the negligence of the Lessor, its agents, servants or employees.
10. RIGHT OF ENTRY.
Lessor, or any of its agents, shall have the right to enter said premises during all reasonable
hours, to examine the same to make such repairs, additions or alterations as may be deemed
necessary for the safety, comfort, or preservation thereof, or of said building, or to exhibit said
premises. The right of entry shall likewise exist for the purpose of removing placards, signs, fixtures,
alterations or additions, which do not conform to this agreement.
11. RESTORING PREMISES TO ORIGINAL CONDITION.
Lessee represents that the premises leased are in good, sanitary and tenantable condition for
use by Lessee. Lessee's acceptance or occupancy of the leased premises shall constitute a
recognition of such condition. Lessee hereby accepts the premises in the condition they are in at the
beginning of this lease and agrees to maintain said premises in the same condition, order and repair
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as they are at the commencement of said term, and to return the premises to their original condition
at the expiration of the term, excepting only reasonable wear and tear arising from the use thereof
under this agreement. Lessee agrees to make good to said Lessor immediately upon demand, any
damage to water apparatus, or electric lights or any fixture, appliances or appurtenances of said
premises, or of the walls or the building caused by any act or neglect of Lessee or of any person or
persons in the employ or under the control of the Lessee.
12. INSURANCE.
Lessee agrees to comply with all terms, provisions and requirements contained in Exhibit "B"
attached hereto and made a part hereof as if said document were fully set forth at length herein.
13. MAINTENANCE.
Lessee shall keep the foundation, outer walls, roof and buried conduits of the premises in
good repair. The Lessor shall not be called on to make any such repairs occasioned by the
negligence of the Lessee, its agents, express or implied invitees, or employees. Lessee shall keep
the inside of said premises and the interior doors, windows and window frames of said premises in
good order, condition and repair and shall also keep the premises in a clean, sanitary and safe
condition in accordance with law and in accordance with all directions, rules and regulations of
governmental agencies having jurisdiction. The Lessee shall be responsible for providing all light
bulbs used on the premises. The plumbing facilities shall not be used for any other purposes than
that for which they are constructed and no foreign substances of any kind shall be thrown therein,
and the expense of any breakage, stoppage or damage resulting from the violation of this provision
shall be borne by the Lessee. The heating and air-conditioning system and plumbing facilities shall
be under the control of Lessee, and Lessee agrees that all operation, upkeep, repairs and
replacements will be at Lessee's expense. In the event Lessor pays any monies required to be paid
by Lessee hereunder, Lessor shall demand repayment of same from Lessee and Lessee shall make
payment within ten (10) days of receipt of said demand. Lessee's failure to make such repayment
within the ten (10) day period shall constitute a default under the terms of this lease.
14. DESTRUCTION OF PREMISES.
In the event that the building should be totally destroyed by fire, earthquake or other cause, to
such an extent that it cannot be rebuilt or repaired within one hundred twenty (120) days after the
date of such destruction, either party may terminate this lease.
In the event that the building should be partially damaged by fire, earthquake or other cause,
but only to such an extent that it can be rebuilt or repaired within one hundred twenty (120) days after
the date of such destruction, the lease shall be void or voidable, but not terminated, except as
otherwise provided herein. If the Lessee intends to rebuild or repair the premises, Lessee shall,
within fifteen (15) days after the date of such damage, give written notice to Lessor of the intention to
rebuild or repair and shall proceed with reasonable diligence to restore the building and other
improvements to substantially the same condition as existed immediately prior to the destruction.
During the period of rebuilding or repairing, there shall be no diminution of rents. If, after rebuilding or
repairing has commenced, such rebuilding or repairing cannot be completed within one hundred
twenty (120) days after the date of commencement, the Lessor, at Lessor option, may terminate the
lease.
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15. EMINENT DOMAIN.
If the whole or any part of the premises hereby leased shall be taken by any public authority
under power of eminent domain, then the term of this lease shall cease on the part so taken from the
date title vests pursuant to such taking, and the rent and any additional rent shall be paid up to that
day, and if such portion of the demised premises is so taken as to destroy the usefulness of the
premises for the purpose for which the premises were leased, then from that day the Lessee shall
have the right to either terminate this lease or to continue in possession of the remainder of the same
under the terms herein provided. The parties agree that the Lessee shall not be entitled to any
damages by reason of the taking of this leasehold, or be entitled to any part of the award for such
taking, or any payment in lieu thereof.
16. SUBORDINATION.
This lease and the rights of the Lessee hereunder are hereby made subject and subordinate
to all bona fide mortgages now or hereafter placed upon the said premises by the Lessor and any
other owner provided, however, that such mortgages will not cover the equipment and furniture or
furnishings on the premises owned by the Lessee. The Lessee further agrees to execute any
instrument of subordination which might be required by mortgagee of the Lessor.
17. DEFAULT; REMEDIES.
(a) If the Lessee shall violate any of the covenants of this lease and fail to correct such default
within fifteen (15) days after a written request by the Lessor to do so, then the Lessor may, at its
option, deem this lease terminated, accelerate all rents and future rents called for hereunder and
Lessee shall become a tenant at sufferance, and the Lessor shall be entitled to obtain possession of
the premises as provided by law.
(b) In case the leased property shall be abandoned, as such term is defined by Florida
Statutes, the Lessor, after written notice as provided by Florida Statutes to the Lessee, Lessor may
(i) re-enter the premises as the agent of the Lessee, either by force or otherwise, without being liable
to any prosecution or claim therefore, and may relet the leased property as the agent of the Lessee
and receive the rent therefore and apply the same to the payment of such expenses as Lessor may
have incurred in connection with the recovery of possession, reduction, refurbishing or otherwise
changing or preparing for reletting, including brokerage and reasonable attorneys fees. Thereafter, it
shall be applied to the payment of damages and to the cost and expenses of performance of the
other covenants of Lessee as provided herein; or (ii) the Lessor may, at its option, terminate this
lease by giving the Lessee fifteen (15) days' written notice of such intention served upon the Lessee
or left upon the leased property, and the term hereof shall absolutely expire and terminate
immediately upon the expiration of said fifteen (15) day period.
(c) The Lessor, at its option, may terminate this lease as for a default upon the occurrence of
any or all of the following events: an assignment by Lessee for the benefit of creditors; or the filing of
a voluntary or involuntary petition by or against Lessee under any law for the purpose of adjudicating
Lessee bankrupt; or for reorganization, dissolution, or arrangement on account of or to prevent
bankruptcy or insolvency; or the appointment of a receiver of the assets of Lessee; or the bankruptcy
of the Lessee. Each of the foregoing events shall constitute a default by Lessee and breach of this
lease.
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18. MISCELLANEOUS.
(a) The Lessor shall have the unrestricted right of assigning this lease at any time, and in the
event of such assignment, the Lessor shall be relieved of all liabilities hereunder.
(b) This contract shall bind the Lessor and its assigns or successors, and the Lessee and
assigns and successors of the Lessee.
(c) It is understood and agreed between the parties hereto that time is of the essence of this
contract and this applies to all terms and conditions contained herein.
(d) It is understood and agreed between the parties hereto that written notice sent by certified
or registered mail, or hand delivered to the premises leased hereunder, shall constitute sufficient
notice to the Lessee, and written notice sent by certified or registered mail or hand delivered to the
office of the Lessor shall constitute sufficient notice to the Lessor, to comply with the terms of this
contract.
(e) The rights of the Lessor under the foregoing shall be cumulative, and failure on the part of
the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said
rights.
(f) It is hereby understood and agreed that any signs to be used by Lessee, except inside the
building, shall be subject to the prior approval of the Lessor.
(g) It is understood that no representations or promises shall be binding on the parties hereto
except those representations and promises contained herein or in some future writing signed by the
party making such representations or promises.
(h) It is hereby agreed that if any sum due from Lessee is not received by Lessor within five (5)
days after such amount shall be due, Lessee shall pay to Lessor a late charge equal to ten percent
(10%) of such overdue amount. The Lessor shall not be required to accept any sum not paid within
five (5) days subsequent of the date when due absent the simultaneous payment of this late charge.
The requirement for a late charge set out herein shall not be construed to create a curative period or
a grace period for the timely payment of any sum due hereunder.
19. SUBROGATION.
The Lessor and Lessee do agree that each will cause its policies of insurance for fire and
extended coverage to be so endorsed as to waive any rights of subrogation which would be
otherwise available to the insurance carriers, by reason of any loss or damage to the leased property
or property of Lessor. Each party shall look first to any insurance in its favor before making any claim
against the other party. Nothing contained herein shall in any way be considered or construed as a
waiver or release by the Lessor of any and all of the other covenants and conditions contained in this
lease to be performed by the Lessee.
20. ESTOPPEL LETTER.
In the event Lessor shall obtain a loan from an institutional lender, and if the following shall be
a requirement of such loan, the Lessee agrees to execute an estoppel letter in favor of the lender
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verifying the standing of the lease, the terms thereof, and all amounts paid thereunder and such
other matters as may be reasonably requested.
21. INDEMNIFICATION.
The Lessee shall indemnify the Lessor against all liabilities, expenses and losses incurred by
the Lessor arising out of or related to the leased premises or Lessee's use or occupancy thereof, to
include but not being limited to (a) failure by the Lessee, or its agents, to perform any provision, term,
covenant or agreement required to be performed by the Lessee under this agreement; (b) any
occurrence, injury or personal or property damage which shall happen in or about the leased property
or appurtenances resulting from the condition, maintenance, construction on or of the operation of
the leased property; (c) failure to comply with any requirements of any governmental authority or
insurance company insuring the leased property or its contents; (d) any security agreement,
conditional bill of sale or chattel mortgage or mechanic's lien connected with Lessee, its obligations
or operations, filed against the leased property, fixtures, equipment or personalty therein; and (e) any
construction, work, alterations or improvements by Lessee on the leased property. Such
indemnification shall include reasonable attorney's fees for all proceedings, trials and appeals.
22. "AS IS" CONDITION.
The Lessee accepts the leased premises on an "as is" basis as of the commencement date,
and Lessor shall have no obligation to improve or remodel the leased premises.
23. CONSTRUCTIVE EVICTION.
Lessee shall not be entitled to claim a constructive eviction from the premises unless Lessee
shall have first notified Lessor in writing of the condition or conditions giving rise thereto and, if the
complaints be justified, unless Lessor shall have failed within a reasonable time after receipt of such
notice to remedy such conditions.
24. JANITORIAL EXPENSES.
Lessee shall obtain janitorial services for the leased premises at its expense.
25. SEVERANCE.
The invalidity or unenforceability of any portion of this lease shall in nowise affect the
remaining provisions and portions hereof.
26. CAPTIONS.
The paragraph captions used throughout this lease are for the purpose of reference only and
are not to be considered in the construction of this lease or in the interpretation of the rights or
obligations of the parties hereto.
29. NO HAZARDOUS MATERIALS.
The Lessee herewith covenants and agrees that no hazardous materials, hazardous waste, or
other hazardous substances will be used, handled, stored or otherwise placed upon the property or,
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in the alternative, that such materials, wastes or substances may be located on the property, only
upon the prior written consent of the Lessor hereunder, and only in strict accord and compliance with
any and all applicable state and federal laws and ordinances. In the event such materials are
utilized, handled, stored or otherwise placed upon the property, Lessee expressly herewith agrees to
indemnify and hold Lessor harmless from any and all costs incurred by Lessor or damages as may
be assessed against Lessor in connection with or otherwise relating to said hazardous materials,
wastes or substances at anytime, without regard to the term of this lease. This provision shall
specifically survive the termination hereof.
30. CONFORMANCE WITH LAWS.
Lessee agrees to comply with all applicable federal, state and local laws during the life of this
Contract.
31. ATTORNEY'S FEES.
In the event that either party seeks to enforce this Contract through attorneys at law, then the
parties agree that each party shall bear its own attorney fees and costs.
32. GOVERNING LAW.
The laws of the State of Florida shall govern this Contract; any action brought by either party
shall lie in Pinellas County, Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set
forth above.
Date
Patrick J. Farmer, President
Date:
SOCIETY OF ST. VINCENT DE PAUL COUNCIL
OF UPPER PINELLAS COUNTY, INC.
2010 Bv:
2010 By:
THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER,
FLORIDA
Frank V. Hibbard, its CHAIRMAN
Rod Irwin, its EXECUTIVE DIRECTOR
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EXHIBIT "A"
CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA
PARTIES: SOCIETY OF ST. VINCENT DE PAUL COUNCIL OF UPPER PINELLAS COUNTY, INC., a
not-for-profit corporation, having its principal place of business at 1015 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, Florida 33756 (herein "Buyer" or "CRA"), (collectively "Parties") hereby
agree that the Seller shall sell and Buyer shall buy the following real property, including all
improvements thereon and fixtures attached thereto ("Property"), upon the following terms and
conditions.
1. PROPERTY DESCRIPTION Pinellas County Parcel I. D. 15-29-15-53928-005-0010 and 15-29-
15-54450-002-0090
LEGAL DESCRIPTION: SARAH MCMULLEN'S SUBDIVISION, All of Block 5 north of Park Street,
LESS the east 50 feet and LESS road on the north, according to the plat thereof as recorded in Plat
Book 1, Page 41, Public Records of Pinellas County, Florida; together with MAGNOLIA PARK
SUBDIVISION, Block 2, Lots 9 and 10, LESS road on the north, according to the plat thereof as
recorded in Plat Book 3, Page 43, Public Records of Pinellas County, Florida.
2. FULL PURCHASE PRICE .................................................................. $ 587,000.00
3. MANNER OF PAYMENT: City of Clearwater check in U.S. funds
at time of closing ......................................... $ 587,000.00
4. PURCHASE PRICE
The Full Purchase Price as established herein has been reached through CRA representative
discussions and negotiations with Seller and Seller real estate representatives, upon and following due
consideration of that certain real estate appraisal dated March 15, 2010 as developed for Seller by
James M. Millspaugh, MAI; that valued the Property at $600,000; and that certain real estate appraisal
dated June 2, 2010 as developed for Buyer by K. Mitchell Caldwell, MAI, that valued the Property at
$575,000.
5. TIME FOR ACCEPTANCE
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 45 days following delivery in
duplicate original to the CRA for acceptance and approval, or rejection, by action of the CRA Board
of Directors ("Board"). If this Contract is accepted and approved by the Board, it will be executed by
duly authorized CRA officials (the "Effective Date") and delivered to Seller within 10 business days
thereafter. If the Board rejects this contract upon initial presentation, this contract shall be null and
void in all respects and the Seller shall be so informed in writing within 5 business days thereafter. A
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facsimile or electronically transmitted copy of this Contract and any signatures hereon shall be
considered for all purposes as an original.
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. Seller warrants and represents that there is ingress and egress to the
Property sufficient for the Buyer's intended use to hold for redevelopment.
7. TITLE EVIDENCE
Seller shall, at Seller expense and within 15 days prior to closing date obtain a title insurance
commitment issued by a licensed Florida title insurance agent 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 Buyer's option and 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 of Buyer's choice. 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. CLOSING PLACE AND DATE
Seller shall designate closing agent and this transaction shall be closed at a mutually agreed time in the
offices of the designated closing agent in Pinellas County, Florida, on or before sixty (60) days
following the Effective Date as set forth in paragraph 5 above, 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.
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10. CLOSING DOCUMENTS
Seller shall furnish closing statements for the respective parties, provide and deliver the deed, bill of
sale, mechanic's lien affidavit, tenant and mortgage release estoppel letters, and corrective instruments
as may be applicable. 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 facts showing the conveyance conforms to the requirements of local law.
11. CLOSING EXPENSES
Seller, unless this transaction is exempt under Chapter 201.24, Florida Statutes, shall pay documentary
stamps on the deed. Seller shall pay the costs of recording any corrective instruments. Buyer shall pay
for recordation of the deed.
12. PRORATIONS; CREDITS
Property taxes and any governmental assessments accruing against the Property shall be paid by
Seller and 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.
13.000UPANCY
Seller warrants and shall validate and affirm at or prior to closing that the property has no tenancies
or others in occupancy other than the Seller.
14. PROPERTY CONDITION
Seller shall deliver the property to Buyer at time of closing in its present "as is" condition, subject to
Buyer Right of Inspection as provided hereafter, ordinary wear and tear excepted, and shall maintain
the landscaping and grounds in a comparable condition as to the date of Seller execution hereof.
Buyer may, at Buyer option and expense within 45 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 for future redevelopment. Seller
shall grant reasonable access to the Property to Buyer, its employees, agents, contractors and assigns
for the purposes of conducting the inspections as provided herein; however, that all such persons
entering upon the Property and conducting the inspections and investigations shall do so 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 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. 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 Seller in its present condition.
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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 Seller
obligations under Paragraphs 13 and 14 hereof. No new issues may be raised as a result of the walk-
through.
16. RISK OF LOSS
If the property is damaged by fire or other casualty before closing, and the cost of restoration does not
exceed 10% of the appraised valuation of the Property so damaged, cost of restoration shall be an
obligation of the Seller and closing shall proceed pursuant to the terms of this contract with restoration
costs credited to Buyer at closing. If the cost of restoration exceeds 10% of the appraised valuation of
the improvements so damaged, Buyer shall have the option of either taking the Property "as is"together with either 10% of any insurance proceeds payable by virtue of such loss or damage, or of
cancelling this contract.
17. PROCEEDS OF SALE; CLOSING PROCEDURE
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 Seller's 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.
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. 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: (Specify known defects. If none are known write "NONE".
If no entry, it will be deemed that Seller has entered "NONE")
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Buyer shall have fifteen (30) days following the Effective Date 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.
20. RADON 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.
21. 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.
22. 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.
23. 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, successors
and assigns (if assignment is permitted).
24. BROKER REPRESENTATION
Seller is represented in this transaction by Colliers Arnold Clearwater ("Broker") and shall be
responsible for payment of any fees and commissions due and payable to Broker. Buyer represents
that Buyer is not represented by any Broker in this transaction and that Buyer is not obligated for any
fees and commissions to any real estate Broker or agent in connection with this Contract.
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25. ATTORNEY FEES: COSTS
Each party shall be responsible for its own attorney's fees in connection with this Contract, including
any litigation arising out of this contract.
26. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them.
27. 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.
28. 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.
29. 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.
30. BUSINESS LEASE CONTRACT ADDENDUM
It is agreed by and between the parties that execution, implementation and fulfillment of the terms and
provisions of that certain Business Lease Contract respective to the subject Property, an exact copy of
which is appended hereto as EXHIBIT °A", is integral, appurtenant to and a part of this Contract.
31. ENTIRE AGREEMENT
Upon execution by Seller and Buyer, this contract shall constitute the entire agreement between the
parties, shall supersede any and all prior and contemporaneous written and oral promises,
representations or conditions in respect thereto. All prior negotiations, agreements, memoranda and
writings shall be merged herein. Any changes to be made in this agreement shall only be valid when
expressed in writing, acknowledged by the parties and incorporated herein or attached hereto.
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EXECUTED this
SOCIETY OF ST. VINCENT DE PAUL OF
UPPER PINELLAS COUNTY, INC.
By:
Patrick J. Farmer, President
APPROVED BY BUYER & EFFECTIVE this
day of , 2010.
THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER,
FLORIDA
By:
Frank V. Hibbard, its CHAIRMAN
By:
Rod Irwin, its EXECUTIVE DIRECTOR
Approved as to form:
Laura Mahony
Assistant City Attorney
day of , 2010 by Seller.
Attest:
Rosemarie Call
City Clerk
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Y
EXHIBIT "B"
Lessee agrees to provide at Lessee sole cost and expense the following policy or policies of
insurance through firms authorized to provide such insurance within the State of Florida. If Lessee
presently maintains policies of insurance in amounts and coverages equal to or exceeding the
following, Lessee, upon Lessor approval and acceptance of such policies, and being designated as
"Additional Insured" under such policies, shall maintain such policies in force throughout the initial
term and extended term, if any, of the subject lease:
Proaerly Insurance: Lessee shall procure and maintain for the full term of the Lease, Property
Insurance to cover any loss resulting from destruction or damage to real property. The policy of
insurance shall be an "All Risk" type, excluding Flood Insurance in acknowledgment that lease
premises are largely outside of a 100-year storm event flood zone designation per FEMA Rate Map
Community Panel No. 12103CO108H (Rev. 5/17/2005). Such policy of property insurance shall be
written on a 100% replacement value basis and Lessee may elect a deductible amount up to but not
more than $1,000. Lessor shall be included and identified as Additional Insured under the policy and
on the Certificate of Insurance.
Liability Insurance: Lessee shall procure and maintain for the life of the Lease, General Liability
Insurance and Auto Liability Insurance, each in an amount of $1,000,000. These coverages shall be
on an "Occurrence" basis. The Lessor shall be included and identified as an Additional Insured under
the policy and on the Certificate of Insurance.
The insurance coverages and conditions afforded by these policies shall not be suspended, voided,
cancelled or modified except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the City's Risk Management Office.
All insurance policies required within this provision shall provide full coverage from the first dollar of
exposure unless stipulated. No deductibles will be accepted other than as stipulated herein.
Certificates of Insurance Meeting the specific required insurance provisions specified in this Lease
shall be forwarded to the City's Risk Management Office and approved prior to Lease
commencement. After review, the Certificate will be filed as part of the official Lease file.
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