COURT STREET ENTERPRISES INC AND JOSEPH J HIRSCHFELD AS TRUSTEECONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: COURT STREET ENTERPRISES, INC., a Florida corporation, having its
principal place of business at 8 Cambria Street, Suite 303, Clearwater, FL 33767, as to 2/3rds
ownership and JOSEPH J. HIRSCHFELD, AS TRUSTEE, as to 1/3rd ownership, whose address
is: 7105 Pelican Drive, Tampa, FL 33634, (herein "SELLER"), 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.
PROPERTY DESCRIPTION: Pinellas County Parcel 1. D. 15-29-15-54450-011-0020
LEGAL DESCRIPTION: A portion of Lots 2, 3, 8 and 9, Block 11, MAGNOLIA
PARK, as recorded in Plat Book 3, Page 43, of the Public Records of Pinellas County, Florida,
being more particularly described as follows:
From the Southwest corner of said Block 11, run thence East 73.45 feet for the Point of
Beginning: Thence run N 00 deg 15' 12" E, 314.34 feet to the South right-of-way of Franklin
Street, also being the North line of said Block 11; thence S 89deg 58" 00" E along said North line
of Block 11, 58.82 feet; thence S 00deg 52: 44" E, 314.34 feet to the North right-of-way line of
Court Street, also being the South line of said Block 11; thence West along said South line of
Block 11, 65.03 feet to the Point of Beginning.
2. FULL PURCHASE PRICE: $525,000.00
3. MANNER OF PAYMENT: CITY OF CLEARWATER
Check or wire transfer in
U.S. funds at time of closing $525,000.00
4. PURCHASE PRICE: The Full Purchase Price as established herein has been reached
through CITY execute representative discussions and negotiations with SELLER executive
representative, following due consideration, and within the range of values of that certain real
estate appraisal dated March 17, 2011, as developed for the CITY by JAMES M.
MILLSPAUGH, MAI; that valued the Property at $535,000.00 (assembly value); and that certain
real estate appraisal dated March 17, 2011, as developed for the CITY by Valuation Services,
Inc. that valued the Property at $465,000.00 (assembly value).
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 sixty (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 ten (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 five (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.
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 No. 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 prevent 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'S expense and within twenty one (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 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 five (5) days from receiving evidence of title to examine it. If title is found
defective, BUYER shall, within three (3) days thereafter, notify SELLER, in writing, specifying
defect(s). If the defect(s) render title unmarketable, SELLER will have one hundred twenty
(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 ht en 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 for the
Inspection Period as provided in Paragraph No. 14 hereof, may have Real Property surveyed and
certified to the BUYER, SELLER, TITLE COMPANY and CLOSING AGENT by a registered
Florida Land Survey 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
2
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 hereby designates REPKA & JENNINGS,
P. A., 711 Pinellas Street, Clearwater, Florida, 33756, as closing agent to close this transaction.
This transaction shall be closed at a mutually agreed time in the foregoing offices, on or before
sixty (60) days following the Effective Date as set forth in Paragraph No. 5 above, unless
extended by other provisions of this Contract. If either parry 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 parry, time of closing may be extended up to sixty (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, 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 recording the deed.
12. PRORATIONSLCREDITS: Taxes, assessments, rent (if any) and other revenue of the
Property shall be prorated through the day before closing. Closing Agent shall collect all ad
valorem taxes uncollected but due through the day prior to closing and credit same to BUYER at
time of closing. It is the intent of DAVID E. ALBRITTON ("Lessee"), who is a principal in
COURT STREET ENTERPRISES, INC., to lease back and remain in occupancy of the Property
for a period of up to one (1) year following closing. DAVID E. ALBRITTON is leasing back the
subject property from the BUYER, individually, and not as a principal in COURT STREET
ENTERPRISES, INC. BUYER shall so inform the Property Appraiser and provide, if required,
an evidentiary copy of the subject Lease appended hereto as Exhibit "A" and made a part hereof.
Lessee shall be fully responsible and obligated for the payment of all intangible and real property
taxes assessed and due during and throughout the full terms of the lease.
13. OCCUPANCY: SELLER warrants and shall validate and affirm at or prior to closing
that the property has tenancies or others in occupancy other than the SELLER.
14. PROPERTY CONDITION: SELLER shall deliver the Property to BUYER at time of
3
closing in its present "AS IS" condition, subject to BUYER'S 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'S execution hereof. BUYER may, at BUYER'S
option and expense, within fifty (50) 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 utility
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'S 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 No. 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 ten (10%) percent 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 ten (10%) percent 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 canceling this Contract. If the BUYER takes
tithe 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 DAVID E. ALBRITTON, individually
and not as a principal in COURT STREET ENTERPRISES, INC. following closing shall
be null and void in all respects and SELLER shall remove all personal property not later than
thirty (30) days following closing without penalty to either party.
17. PROCEEDS OF SALE; CLOSING PROCEDURE: The deed shall be recorded upon
clearance of funds. Proceeds of sale shall be held, in escrow, by the CLOSING AGENT, Repka
& Jennings, P. A., for a period of no longer than five (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 five (5) day period, notify the SELLER, in writing of the
4
defect, and SELLER shall have thirty (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 five (5) days after demand, be
returned to BUYER and simultaneously with such repayment, BUYER shall return personalty
and vacate the 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 procedures required by this provision
may be waived if TITLE AGENT insures adverse matters pursuant to Section 627.7841, F. S.
(1987), 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 Contract 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.
19. SELLER WARRANTIES: SELLER warrants that there are no facts known to SELLER
that would materially affect the value of the Property, or which would be detrimental to the
Property, or which would affect BUYER'S desire to purchase the Property except as follows:
NONE
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 parry
to be notified, including the parties to this Contract, 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 and trustees.
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 attorneys' fees
in connection with this Contract. In any litigation arising out of this Contract, the prevailing
party shall be obligated to recover reasonable attorneys' fees and costs.
26. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions shall control all provisions of this Contract in conflict with them.
27. EFFECT OF PARTIAL INVALITY: 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 all addendum,
attachments and any written modifications heroef, and any initials, or signature thereon shall be
deeded an original.
30. BUSINESS LEASE CONTRACT ADDENDUM: It is agreed by and between the
BUYER and DAVID E. ALBRITTON, individually and not as a principal in a COURT STREET
ENTERPRISES, INC., that execution, implementation and fulfillment of the terms and
provisions of that certain Business Lease respective to the Property, an exact copy of which is
attached hereto as EXHIBIT "A" is an 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
6
prior negotiations, agreements, memoranda and writings shall be merged herein. Any changes to
be made in this Contract shall only be valid when expressed in writing, acknowledged by the
parties and incorporated herein or attached hereto.
? day of A, 2011, by SELLER.
EXECUTED this 3 0
COURT STREET ENTERPRISES, INC.
By:
Print Name:
Title: k
ATTEST:
B d
Secret
APPROVED BY BUYER & EFFECTIVE this 20 day of 'JurG '2011.
CITY OF CLEARWATER, FLORIDA
By: 29&i? A ?
William B. Horne, II, City Manager
COUNTERSIGNED:
By:
Frank V. Hibbard, Mayor
Approved as to Form: Attest: Of rye`
B By*
Laura Mahony, Asst. City rney Rosemarie Call, City Clerk
E