TIMES PUBLISHING COMPANY (2)CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: The TIMES PUBLISHING COMPANY, a Florida corporation, having its principal place
of business at 490 First Avenue South, St. Petersburg, Florida 33701 (herein "Seller' or "Times"),
and the CITY OF CLEARWATER, FLORIDA, a Florida municipality, 112 South Osceola Avenue,
Clearwater, Florida 33756 (herein "Buyer" or "City"), (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. 15-29-15-54450-011-0030,
15-29-15-54450-008-0040 and 0060
LEGAL DESCRIPTION: Part of Lot 3 lying East of Railroad, all of Lots 4, 5, 6 and 7, PLUS
the East 27 feet of Lots 3 and 8, Block 11, MAGNOLIA PARK SUBDIVISION; together with Lot
3 LESS the West 4 feet, all of Lots 5, 6, 7 and Lot 8 less the west 4 feet, Block 8, MAGNOLIA
PARK SUBDIVISION, according to the plat thereof as recorded in Plat Book 1, Page 70,
Public Records of Pinellas County, Florida.
2. FULL PURCHASE PRICE ........................................... .... $ 2,200,000.00
3. MANNER OF PAYMENT: Wire transfer in U. S. finds at time of
closing ................................................ $ 2,200,000.00
4. PURCHASE PRICE
The Full Purchase Price as established herein has been reached through City executive
representative discussions and negotiations with Seller executive representative, upon and following
due consideration of that certain real estate appraisal dated November 24, 2010 as developed for the
City by James M. Millspaugh, MAI; that valued the Property at $1,850,000; and that certain real
estate appraisal dated November 24, 2010 as developed for the City by Valuation Services, Inc., that
valued the Property at $2,400,000.
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 60 days following delivery in
duplicate original to the City 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 be executed by duly
authorized City officials (the "Effective Date") and delivered to Seller within 10 business days
thereafter. If the 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
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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.
7. TITLE EVIDENCE
Seller shall, at Seller expense and within 21 days following the Effective Date obtain and deliver to
the City a title insurance commitment issued by a licensed Florida title insurance agent agreeing to
insure title in and to the Property, subject to existing covenants, conditions, restrictions and
easements of record, which are reasonably acceptable to Buyer, and to agree to discharge 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
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, shall not be required to institute legal proceedings, nor expend
more than $25,000.00 to correct or cure any defects making title unmarketable.
8. SURVEY
Buyer, at Buyer's option and expense, within time allowed for the Inspection Period as provided in
Article 14 hereof, may have Real Property surveyed and certified to the Buyer, Seller, title company
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 Buyer may cancel this Contract, or accept the Property "As
Is", it being understood that Buyer's plans are to raze the site and remove all construction, such that
Seller shall have no remedial obligations as to matters of survey. 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
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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. Closing agent shall retain $100,000 of purchase proceeds at time of closing in an interest
bearing trust account in accordance with terms and provisions of that certain Business Lease
Contract as referenced in Article 30 hereof.
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, if applicable; 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
Any governmental assessments levied of record and accruing against the Property shall be paid by
Seller at time of closing. As it is the intent of the parties that the Seller shall Lease back and remain
in occupancy of the Property for a period of up to one (1) year following closing, no ad valorem taxes
shall be prorated and collected through the day prior to closing. Seller, being a non-exempt entity, as
provided in the referenced Lease appended hereto as EXHIBIT "A" and an integral part hereof, shall
be fully responsible and obligated for the payment of all intangible and real property taxes assessed
and due during its ownership of the Property, as well as during and throughout the full term of the
Lease.
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, 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.
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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.
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 Paragraph 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 purchase price, 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 the
insurance proceeds payable by virtue of such loss or damage, or of cancelling this contract. If the
Buyer takes title to the Property "as is" and the Property is damaged to the extent it cannot be legally
occupied following closing, the intended Lease back to Seller following closing shall be null and void
in all respects and Seller shall remove all the personal property not later than 30 days following
closing without penalty to either party.
17. INTENTIONALLY DELETED,
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 at its option
recover damages sustained.
19. SELLER WARRANTIES
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To the best of Seller's knowledge, and without any independent investigations having been made,
Seller warrants that there are no latent defects actually 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")
Buyer shall have forty-five (45) 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(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.
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,
or notices may be provided by e-mail or facsimile transmission as follows:
TO SELLER: JANA L. JONES, Vice Pres/CFO
TIMES PUBLISHING COMPANY
Post Office Box 1121
St. Petersburg, FL 33731-1121
Facsimile: (727) 893-8366
E-mail: JlJones _ sptimes.com
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WITH A COPY TO:
TO BUYER:
WITH A COPY TO:
23. ASSIGNABILITY; PERSONS BOUND
HARRY S. CLINE, ESQ.
Macfarlane Ferguson & McMullen
625 Court Street, Suite 200
Clearwater, FL 33756
Facsimile: (727) 442-8470
E-mail: hsc _ macfar.com
ROD IRWIN, Asst City Manager
Economic Development
City of Clearwater
112 S. Osceola Avenue
Clearwater, FL 33756
(727) 562-4052
E-mail: rod.irwin@myclearwater.com
PAM AKIN, ESQ., City Attorney
City of Clearwater
112 S. Osceola Avenue
Clearwater, FL 33756
(727) 562-4021
E-mail: pa_m.akin@myclearwater.com
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. NO BROKER REPRESENTATION
The parties affirm and covenant each with the other that neither is represented in any way by a real
estate Broker in connection with this transaction, and neither is obligated for any fees and/or
commissions to any Broker.
25. 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.
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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.
32. ESCROW AGENT
Escrow Agent is acting as a stakeholder only with respect to the Lease Deposit and shall have no
liability except for willful or wanton negligence. If there is any dispute as to whether Escrow Agent is
obligated to deliver the Deposit or as to whom the Lease Deposit is to be delivered, Escrow Agent
shall refuse to make any delivery, and shall continue to hold the Lease Deposit in escrow until receipt
by Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the delivery of
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the Lease Deposit. In the absence of such authorization, Escrow Agent shall hold the Lease Deposit
until a final determination of the rights of the parties in an appropriate judicial proceeding. If such
written authorization is not given, or a proceeding for such determination is not begun, within thirty
(30) days of the last day for a Closing, then Escrow Agent may commence a proceeding to deposit
the Lease Deposit in a court of competent jurisdiction pending such determination. The party
determined not to be entitled to the Lease Deposit shall reimburse Escrow Agent for all costs and
expenses of such proceeding, including, without limitation, reasonable attorneys' fees and expenses,
incurred by Escrow Agent. Upon delivery of the Lease Deposit in any of the manners herein
provided, Escrow Agent shall have no further liability or obligation hereunder.
EXECUTED this (o C4 day of a , 2011 by Seller.
Signatories: Contract For Purchase of Real Property by City of Clearwater
RE : Pinellas County Parcel I. D. 15-29-15-54450-011-0030 and
Pinellas County Parcel I. D. 15-29-15-54450-008-0040 and 0060
TIMES PUBLISHING COMPANY
By: - (k
Print me ;T A Q G, n,, e
Title V? # / FO
APPROVED BY BUYER & EFFECTIVE this aO day of 0LLA-1, , 2011.
CITY OF CLEARWATER, FLORIDA
Countersigned:
V-A? By:
Frank V. Hibbard illiam B. Horne, II
Mayor City Manager
Approved as to form: Attest:
4.mli - )Juxeniza:
Laura Mahony
Assistant City Attorney
h!\hsc\timespublishing\contract with city 5-5'11 -doc
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