ST PETERSBURG COLLEGE BOARD OF TRUSTEES
AGREEMENT FOR PURCHASE OF PROPERTY
. ~.
THIS AGREEMENT made and entered into the ~ day of ~~
the CITY OF CLEARWATER, FLORIDA, or assigns, hereinafter ferred to as
PETERSBURG COLLEGE BOARD OF TRUSTEES, hereinafter referred to as "Seller."
, 2005 between
"Buyer," and ST.
WITNESSETH:
1. DESCRIPTION OF THE PROPERTY: In consideration of the payment hereinafter agreed to
be paid by the Buyer to the Seller. and in consideration of the covenants of the respective parties hereto,
each to the other to be performed by them at the time and in the manner hereinafter provided, the Seller
does hereby agree to sell and the Buyer does hereby agree to buy the following property located in
Pinellas County, Florida and legally described as:
ADDRESS (LOCATION):
2450 Drew Street
Clearwater. FL
LEGAL DESCRIPTION:
See Exhibit "A"
PARCEL 10 NUMBER:
07-29-16-00000-430-0000
2. PURCHASE PRICE: Seller agrees to sell the above described Property for the Total
Purchase Price of One Million Nine Hundred Fifty Thousand and---No/100's---Dollars payable in the following
manner:
Purchase Price....................,........., .............................................. ..$1 ,950,000
Total to be paid towards
purchase price at closing......,........................................................ ....$1.950,000
This transaction is payable in cash (cashier's check or by wire transfer) at closing.
Items Retained by Seller
The Seller, at Seller option, as a negotiated condition of this Agreement, will, at closing, retain ownership of
the following items: all personal property purchased by Seller as set forth in Exhibit "B".
All property to be retained by Seller shall be removed from the subject property by the day of closing or by a
mutually agreed upon date set forth in a separate written agreement. Any of the above-described materials
not removed from the subject property by the Seller on or before the date established for Seller to vacate the
premises shall become the property of the Buyer.
3. TIME FOR ACCEPTANCE/EFFECTIVE DATE: If this Contract is not executed by the Seller
on or before March 28, 2005 and by the Buyer on or before May 2, 2005 it shall be null and void. The date of
Contract ("Effective Date") shall be the date when the Contract is approved and executed by the Buyer and
Seller.
4. CLOSING DATE: This transaction shall be closed and the deed and all other closing papers
delivered seven (7) days prior to closing. unless otherwise extended in writing by Buyer and Seller or their
representative. The closing shall occur on or before the 31st day of May 2005.
5. POSSESSION: Seller represents that sole possession of the premises herein described
shall pass to Buyer at closing.
6. EVIDENCE OF TITLE: Within ten (10) days from Effective Date, Seller shall, at Seller's
expense, deliver to Buyer or Buyer's attorney. a title insurance commitment issued by a Florida licensed title
insurer agreeing to issue to Buyer, upon recording of the deed to Buyer. an owner's policy of title insurance
in the amount of the purchase price, insuring Buyer's good and marketable title to the property, subject only
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to thase standard exceptions appearing in the owner's title policy which, from Buyer's standpoint, do not
unduly affect title, and those items which shall be discharged by Seller at or before closing. Buyer shall have
ten (10) days from date of receiving title commitment to examine same. If title is found defective, Buyer
shall, within five (5) days thereafter, notify Seller in writing specifying defect(s), or the same shall be deemed
to have been accepted by Buyer, If said defects render title uninsurable, Seller will have 90 days from
receipt of notice within which to remove said defect(s), and if Seller is unsuccessful in removing them within
said time, Buyer shall have the option of either accepting the title as it is then, or Buyer and Seller shall be
released, as to one another, of all further obligations under this Contract. However, Seller agrees that Seller
will, if title is found to be uninsurable, use diligent effort to correct the defect(s) in title within the time provided
therefore. Seller shall remove all personal property from premises prior to closing unless possession
addendum is executed as stipulated above.
7. UPDATED TITLE COMMITMENT: Buyer shall have been furnished with the Title
Commitment, as required by Section 6 of this Agreement, and such commitment shall be updated at Seller's
expense at closing with such update showing no change in the status of title as previously approved by
Buyer.
8. CLOSING DOCUMENTS: Seller shall, through Seller's closing agent, furnish to Buyer, at
least seven (7) days prior to closing, copies of all deeds, affidavits, closing statements, or other documents
which will be executed and delivered by Seller at such closing, which documents shall be subject to the
reasonable approval of Buyer's attorney.
9, INGRESS AND EGRESS: Seller warrants that there is ingress and egress to the property.
10. EXPENSES: Values for recording purposes shall be the price set out herein.
Buyer will:
A. Update survey at its expense.
B. Pay for the cost of recording the deed.
Seller will:
A. Pay for the title insurance.
B. Assume responsibility for documentary stamps on deed, if any.
11. BROKER'S FEE: The College shall pay to Colliers Arnold Commercial Real Estate
Services 2% commission based upon the Sales Price of said Property for real estate
services associated with this transaction. The fee shall be paid from the sale proceeds.
12, PRORATIONS: None.
13.
ESCROW TAXES:
None.
14. DOCUMENTS FOR CLOSING: Seller shall furnish Closing Statement, and Buyer shall
provide payment in cash at closing (cashier's check or by wire transfer). Upon the Buyer meeting the terms
of purchase, the Seller will promptly execute and deliver to the Buyer a General Warranty Deed conveying
the property to the Buyer. The property shall be free and clear of all liens and encumbrances except as
indicated in Items #6 and #16 of this Contract.
15. PLACE OF CLOSING:. Closing shall be held in the county wherein the property is located,
at the office of the St. Petersburg College or at the office of a designated closing agent as agreed by Seller
and Buyer.
16. TIME: Time is of the essence of this Contract. Any reference herein to time periods of less
than six (6) days shall, in the computation thereof, exclude Saturdays, Sundays and legal holidays, and any
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time period provided for herein which shall end on a Saturday, Sunday or legal holiday shall extend to 5:00
p.m. of the next full business day.
17. RESTRICTIONS. EASEMENTS. LIMITATIONS: The Buyer shall take title subject to
restrictions in matters appearing on the plat or otherwise common to the subdivision; public utility easements
of record; taxes, if any, from the date of closing, and subsequent years, except as may be specified
otherwise herein,
18. SUCCESSORS AND ASSIGNS: The covenants, provisions and agreements herein
contained shall in every case be binding on and inure to the benefit of the parties hereto, respectively, and
their respective heirs, executors, administrators, successors, and assigns.
19. SPECIAL ASSESSMENT LIENS: Certified, confirmed and ratified special assessment liens
as of date of closing (and not as of Effective Date) are to be paid by Seller. Pending liens as of date of
closing shall be assumed by Buyer provided, however, that if work on the said improvement has commenced
as of Effective Date, such pending lien shall be considered as certified, confirmed or ratified and Seller shall,
at closing, be charged an amount equal to the last estimate by the public body of assessment for the
improvement.
20. OTHER AGREEMENTS: No prior or present agreements or representations shall be binding
upon Buyer or Seller unless included in this Contract. No modification or change in this Contract shall be
valid or binding upon the parties unless in writing and executed by the party or parties to be bound thereby.
Typewritten or handwritten provisions inserted herein or attached hereto as addenda shall control all printed
provisions of this Contract in conflict therewith.
21, RELATIONSHIP OF THE PARTIES: Nothing contained herein shall be deemed or construed
by the parties hereto, nor by any third party, as creating the relationship of principal and agent, or a
partnership or joint venture between the parties hereto, it being understood and agreed that neither the
method of computation of purchase price, nor any other provision contained herein, nor any acts of the
parties herein shall be deemed to create any relationship between the parties hereto other than the
relationship of Buyer and Seller. Whatever herein the singular number is used, the same shall include the
plural, and the masculine gender shall include the feminine and neuter genders.
22. CONTRACT NOT RECORDABLE: This Contract or any reference thereto shall not be
recorded in any public records.
23. BROKERAGE COMMISSIONS: Each party represents to the other that no person or firm
has acted as broker in this transaction. The parties hereby agree that if any claims for brokerage
commissions or fees are ever made against either party in connection with this transaction, all such claims
shall be handled and paid by the party whose actions are the basis for such claims for brokerage
commissions. The provisions of this section shall survive the closing and the delivery of the deed and other
related documents.
24. ENGINEERING PLANS AND STUDIES: Upon the execution of this Contract, Seller shall
furnish to Buyer, for copying at Buyer's sole expense, all engineering plans and surveys which Seller has, if
any, relating to the property, and all such information may be used by Buyer in such manner as it desires,
provided that in the event Buyer fails to purchase the property for any reason, all such information shall be
returned to Seller together with any information that Buyer may have compiled with respect to the property.
25. WARRANTIES AND REPRESENTATIONS:
A. Seller and Buyer acknowledge that the subject property was included in an historic
"landfill" and that such fill activities occurred prior to the regulation of landfills, including the nature and types
of waste that may be disposed therein. Seller, prior to the construction of the improvements on the property
and prior to regulators setting standards for remediation, undertook to have the property cleaned up. Seller
cannot warrant that all material was removed. During Seller's ownership, Seller represents to the best of its
knowledge the property has not been used for landfill or garbage dump. The property is being sold in an
as is, where is, with all faults.
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B. Seller further represents that, to the best of Seller's knowledge, during the period of
Seller's ownership, that toxic chemicals, hazardous substances (including hazardous wastes) or substances
likely to infiltrate the soil or groundwater have not been spilled or buried on the subject sites.
C. Seller represents and warrants that to the best of Seller's knowledge, the property is
not in violation of any federal, state or local law, rule, ordinance or regulation relating to hazardous
substances or wastes, or to environmental conditions on, under or about the property, including, but not
limited to, soil and groundwater condition.
26, RADON GAS DISCLOSURE: 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.
27, CONDEMNATION PENDING OR THREATENED: The Seller warrants there is no pending
or threatened condemnation or similar proceeding affecting the property or any portion thereof, nor has
Seller knowledge that any such action is presently contemplated by parties.
28. COMPLIANCE WITH LAWS: To Seller's knowledge, Seller has complied with all
applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the
property. Performance of this Contract will not result in any breach of, or constitute any default under, or
result in the imposition of any lien or encumbrance upon the property under any agreement or other
instrument to which Seller is a party or by which Seller or the property might be bound.
29. PENDING LITIGATION: Seller warrants that there are no legal actions, suits or other legal
or administrative proceedings affecting the property or any portion thereof, nor has Seller knowledge that any
such action is presently contemplated.
30, RISK OF LOSS: The risk of loss or damage to said premises by fire or otherwise, until the
delivery of the deed or conveyance, is assumed by the Seller.
31. MAINTENANCE/INSPECTION OF PROPERTY:
A. Buyer, having formerly occupied the property as a lessee, is familiar with the property's
physical condition. Buyer agrees that all property sold under this Contract is being sold in an "As Is, Where
Is" condition with all faults. Seller will continue to maintain the property in it present "As Is" condition until
closing.
32, DEFAULT OF BUYER OR SELLER: If the Buyer fails to perform this Contract within the
time specified, Seller, at his option, may proceed in equity to enforce his rights under the Contract or
releases all parties from all obligations under this Contract. If Seller fails, for any reasons other than failure
to render his title marketability after diligent effort, to perform this Contract, the Buyer may seek specific
performance without waiving any action for damages resulting from Seller's breach. Failure or refusal of
Buyer or Seller to execute the deed and other documents required hereunder shall be deemed default on the
part of the Buyer and Seller.
33. MISCELLANEOUS PROVISIONS: This Contract may be executed in several counterparts,
each constituting a duplicate original, but all such counterparts constituting one and the same Contract.
Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall
include the female gender and the neuter, and vice versa. In case anyone or more of the provisions
contained in this Contract shall for any reason be held to the invalid, illegal or unenforceable in any respect,
such invalidity, illegality or illegal or unenforceable provision had never been contained herein. Any
references to gender in this Contract shall be deemed to include both male and female, and a singular and
plural. The parties hereby agree that each has played an equal part in the negotiations and drafting of this
Contract, and in the event any ambiguities should be realized in the construction or interpretation of this
Contract, the result of those ambiguities shall be equally assumed and realized by each of the parties to this
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Contract. The waiver of one or more defaults by any party to this Contract shall not be deemed a waiver of
any subsequent default of that provision of the Agreement, or of a default under any other provision of this
Contract.
34, NOTICES: Any notice to be given or to be served upon any party hereto, in connection with
this Contract, must be in writing and may be given by certified mail, and shall be deemed to have been given
and received when a certified letter containing such notice, properly addressed, with postage prepaid, is
deposited in the United States mail; and, if given otherwise than by certified mail, it shall be deemed to have
been given when delivered to and received by the party to whom it is addressed. Such notices shall be
given to the parties hereto at the following address:
FOR BUYER:
FOR SELLER:
City Manager
City of Clearwater
P. O. Box 4748
Clearwater, Fl. 33758-4748
St. Petersburg College
Board of Trustees
P.O. Box 13489
St. Petersburg, FL 33733
Copy to:
Copy to:
City Attorney
City of Clearwater
p, O. Box 4748
Clearwater, FI. 33758-4748
Susan M, Reiter
Director of Facilities, Planning &
Institutional Services
P.O, Box 13489
St. Petersburg, FL 33733
IN WITNESS WHEREOF, the parties hereto have hereunto executed this Real Estate Contract the
day and year first above written.
SELLER:
BOARD OF TRUSTEES
ST. PETERSBURG COLLE E
W,TNESS:d QA-b
Signature of Witness
BY:
--
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S-t~~,J
Print Name:
Address:~ 4 t;~t.~\-!rr.~(Z(,
BUYER: CITY OF CLEARWATER, FLORIDA
Countersigned:
4~;: ~By42~4
'--FFaftI(V. Hibbard, Mayor ( iIIiam B. Horne, II, City Manager
Approved as to form:
Attest:
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"
EXHIBIT" A"
Based on a survey by King Engineering and Associates, Inc., dated June 27, 2000, as provided to the
appraiser by S1. Petersburg College; the property is legally described as follows:
A parcel of land lying within the Southeast Y4 of Southeast Y4 of Section 7, Township 29 South,
Range 16 East, Pinellas County, Florida and being further described as follows:
Commence at the Southwest corner of the Southeast Y4 of said Section 7; thence along the west line
of said Southeast Y4 NOoo41 '47"E, for 50.00 feet to the north Right-of-Way line of Drew St; and also being the
POINT OF BEGINNING; thence continue along said line N00041'47"E, for 435.00 feet; thence, leaving said
line, S89040'19"E, for 542.36 feet; thence S00041'47"W, for 435.00 feet to the north Right-of-Way line of said
Drew Street; thence along said Right-of-Way line N89040'19"W, for 542,36 feet to the POINT OF
BEGINNING,
Containing 235,927 square feet or 5.42 acres, more or less.
Exhibit "B"
Personal Property:
The following personal property shall be retained by the Seller and shall be relocated prior
to closing:
. Commercial washer and dryer
. Personal sports equipment, primarily baseball equipment.
. Equipment lockers
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LOCATOR MAP
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