DAVNA INVESTMENTS LIMITEDCONTRACT FOR PURCHASE OF REAL PROPERTY
BY THE CITY OF CLEARWATER, FLORIDA
PARTIES: DAVNA INVESTMENTS LIMITED, d/b/a DAVNA INVESTMENT LIMITED CORP., an
Ontario Corporation, located at 650 Old Coachman Road, Clearwater, Florida 33765 (herein "Seller"),
and the CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida, P. O. Box
4748, Clearwater, Florida 33758-4748 (herein "Buyer' or "City"), (collectively "Parties") hereby agree
that the Seller shall sell and Buyer shall buy the following real property, upon the following terms and
conditions.
1. PROPERTY DESCRIPTION: The East 660 feet of the South'/4 of the Northwest'/4 of the Southeast
'/4 of Section 7, Township 29 South, Range 16 East, Pinellas, County, Florida; LESS road right-of-way,
LESS the south 210 feet thereof, and LESS the right-of-way of County Road 32, identified in Parcel ID#
07-29-16-00000-420-1000, together with all improvements thereon and therein (the "Property").
PERSONAL PROPERTY TO BE CONVEYED: None to be conveyed. Free standing appliances at the
Property are not included and shall be removed by Seller prior to closing.
2. FULL PURCHASE PRICE .................................................................. $ 320,000.00
3. MANNER OF PAYMENT. City of Clearwater check in U.S. funds
at time of closing ......................................... $ 310,000.00
4. PURCHASE PRICE DETERMINATION
The full Purchase Price as established herein has been reached by agreement of the parties.
5. TIME FOR ACCEPTANCE AND PAYMENT OF DEPOSIT
Fallowing execution of this agreement (the "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 City of Clearwater for acceptance and approval, or
rejection, by action of the Clearwater City Council. If this Contract is accepted and approved by the
Council, it will become effective upon execution by duly authorized City officials (the "Effective Date")
and delivered to Seller within 5 business days thereafter. If Council 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 facsimile or electronically transmitted copy of this
Contract and any signatures hereon shall be considered for all purposes as an original.
Within 10 business days after the Effective Date, Buyer shall deliver by wire transfer or check,
payable to: "Straley & Robin Trust Account", the sum of $10,000.00 (the "Deposit") to the law firm
Straley & Robin, Attention: Tracy J. Robin, 1510 W. Cleveland Street, Tampa, Florida 33606
("Escrow Agent"). In the event Buyer fails to deliver the Deposit to Escrow Agent in accordance with
the foregoing, this Contract shall be void and of no force or effect. The Deposit shall be held in the
Escrow Agent's trust account (non-interest bearing), in accordance with this Contract pending
consummation of this transaction. The Deposit shall be non-refundable upon expiration of the
Inspection Period set forth in Section 14 below, provided Seller performs all of its duties and obligations
under this Contract. At closing, the Deposit shall be paid to Seller on account of the Purchase Price.
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The balance of the Purchase Price shall be paid to Seller in cash at closing by wire transfer of
immediately available federal funds.
(b) The Escrow Agent receiving funds is authorized and agrees by acceptance of such
funds to deposit them promptly, hold the same in escrow and subject to clearance, disburse them in
accordance with the terms and conditions of this Contract. If in doubt as to the Escrow Agent's duties
or liabilities under the provisions of this Contract, Escrow Agent may, at Escrow Agent's option,
continue to hold the subject matter of the escrow until the parties hereto agree to its disbursement, or
until a judgment of a court of competent jurisdiction shall determine the rights of the parties, or Escrow
Agent may deposit the same with the Clerk of the Circuit Court having jurisdiction of the dispute. An
attorney who represents a party and also acts as Escrow Agent may represent such party in such
action. Upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent
shall fully terminate, except to the extent of accounting for any items previously delivered out of escrow.
Any suit between Buyer and Seller wherein Escrow Agent is made a party because of acting as Escrow
Agent hereunder, or in any suit wherein Escrow Agent interpleads the subject matter of the escrow,
Escrow Agent shall recover reasonable attorney's fees and costs incurred with these amounts to be
paid from and out of the escrowed funds or equivalent and charged and awarded as court costs in favor
of the prevailing party. The Escrow Agent shall not be liable to any party or person for misdelivery to
Buyer or Seller of items subject to the escrow, unless such misdelivery is due to willful breach of the
provisions of this Contract or gross negligence of the Escrow Agent. Escrow Agent may act upon any
instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and
presented by the proper person. Escrow Agent shall not be liable in connection with the performance
by Escrow Agent of its duties hereunder, except for Escrow Agent's own fraudulent misconduct or gross
negligence. Escrow Agent shall be under no obligation to institute or defend any action, suit or legal
proceeding in connection herewith or to take any other action likely to involve Escrow Agent in expense
(except to interplead the Deposit as aforesaid) unless first indemnified to its reasonable satisfaction by
Seller and Buyer.
6. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by Special 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.
7. TITLE EVIDENCE
Seller shall, at Seller expense and within 20 days business following the Effective Date, obtain and
deliver to Buyer 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 business days from receiving evidence of title to examine it. If title is found
defective, Buyer shall, within 3 business 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
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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 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 Property, or that
improvements located on 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, provided, however, that Seller shall have no obligation to correct any such defect. Buyer
may accept the matters disclosed by the survey or terminate the Contract pursuant to provisions of
Section 14(b) below. 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
This transaction shall be closed at a the offices of Escrow Agent 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.
10. CLOSING DOCUMENTS
Seller shall furnish closing statements for the respective parties. Seller shall 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
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's attorney fees, and brokerage fees pursuant to
separate listing contract. 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 to 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.
Buyer shall thereafter notify the Pinellas County Tax Collector to exempt the Property from taxation as
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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
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 with all faults,
ordinary wear and tear excepted, and shall maintain the landscaping and grounds in a comparable
condition. Seller makes no warranties or representations whatsoever about the Property or any facts or
conditions relating thereto, except for the warranties and representations regarding the status of title as
provided for elsewhere in this Contract. Buyer's covenant to purchase the Property "as is" is more
specifically governed by 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 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.
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
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. 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 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.
16. 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
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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 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.
16. 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.
17. SELLER WARRANTIES
DELETED.
18. RADON GAS NOTIFICATION
In accordance with provisions of Section 404.056(8), 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.
19. 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.
20. 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 at the addresses set forth below, 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.
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SELLER
Davna Investment Limited Corp.
c/o Howard Shiffman, Exec. V.P.
5200 Brittany Drive South, Unit 1102
St. Petersburg, Florida 33715
Tracy J. Robin, Esq.
Straley & Robin
1510 W. Cleveland Street
Tampa, Florida 33606
21. ASSIGNABILITY; PERSONS BOUND
BUYER
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).
22. BROKER REPRESENTATION
The parties represent each to the other that no Real Estate Brokerage Fee is owed to any real estate
Broker or agent in connection with this Contract, specifically excepting brokerage fee Seller may be
obligated to pay pursuant to active listing agreement with Your Neighborhood Realty, Inc.
23. ATTORNEY 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, the prevailing party shall be entitled to recover reasonable
attorney's fees and costs.
24. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of Contract in conflict with
them.
2S. 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.
26. 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.
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27. 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.
28. 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.
EXECUTED this 771- day of 2010 by Seller.
DAVNA INVE,9TPENT LIMITED CORP.
By:
Print a e: /1
Print Title:
APPROVED BY BUYER & EFFECTIVE this 47 0 day of d2 1J1 , 2010.
CITY OF CLEARWATER, FLORIDA
Countersigned:
Frank V. Hibbard
Mayor
Approved as to form:
Laura Mahony
Assistant City Attorney
By:
_,!a & -A 49
William B. Horne, II
City Manager
Attest: If W-k OF 7/4F
n
Rosemarie Call
City Clerk
?ar?R
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