ARNOLD BROWN PROPERTIES
RETl JRN TO:
Bankers Title
509 South Greenwood Ave.
Clearwater, FI. 33756
File No.: 05030195
IParcel No. 16-29-15-00000-120-0600
I
SPECIAL WARRANTY DEED
I
Made this 11""" day of January 2004 by the CITY OF CLEARWATER, FLORIDA, a
Municipal Corporation of the State of Florida, hereinafter called the "Grantor', to
ARNOLD BROWN PROPERTIES, a Florida general partnership, hereinafter called the
"Grantee", whose Post Office address is: 17757 U. S. Highway 19 North, Suite 275,
Clearwater, Florida 33764:
(Whenever used herein the term "grantor" and "grantee" include all the parties to this instrument, as defined herein, and the heirs, legal
representatives and assigns of individuals, and the successors and assigns of corporations)
Witnesseth, that the grantor, for and in consideration of $10.00 and other valuable
considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells,
aliens, remises, releases, conveys and confirms unto the grantee, all that certain parcel of
real property situate in Pinellas County, Florida, viz:
A portion of the Northwest % of the Northeast % of Section 16, Township
29 South, Range 15 East, Clearwater, Florida, being more particularly
described as follows:
Begin at the intersection ot the south right-ot-way line of Drew Street
arid the west right-ot..way line of North Fort Harrison Avenue tor a
POINT OF BEGINNING; run thence south along the west right-ot-way
line of North Fort Harrison Avenue, 54.30 teet; thence west, 345.00 teet;
thence north, 54.30 teet, thence east along the south right-ot-way line of
Drew Street, 344.08 teet to the POINT OF BEGINNING.
Together with all the tenements, hereditaments and appurtenances thereto belonging or
in anywise appertaining.
To Have and to Hold, the same in fee simple forever.
Subject to nondelinquent ad valorem taxes and current installments ot special
assessments not yet due and payable, if any, and to highways, rights-ot-way, licenses,
easements and restrictions of record generally, zoning ordinances and other
governmental limitations, or others which might be disclosed by an accurate inspection
and architectural survey.
And the said Grantor does specifically warrant the title to said land and will defend the
same against the lawful claim of all persons claiming by, through or under Grantor except
taxes tor the year 2004 and subsequent, and subject to the matters hereinabove
mentioned.
In Witness Whereot, the Grantor has caused these presents to be executed in its name,
and its corporate seal to be hereunto affixed, by its proper officers thereunto duly
authorized, the day andyear first above written.
Signatories: Special Warranty Deed
Fr: City of Clearwater, Florida
To: Arnold Brown Properties
RE: Parcel No. 16-29-15-00000-120-0600
Countersigned:
CITY OF CLEARWATER, FLORIDA
Briad~j~ ~
Mayor-Commissioner
Byd2~-:g.~ "It
William B. Horne, II
City Manager
Attest:
STATE OF FLORIDA
: ss
COUNTY OF PINELLAS
BEFORE ME, the undersigned, personally appeared Brian J. Aungst, Mayor-
Commissioner of the City of Clearwater, Florida, who executed the foregoing instrument
and acknowledged the execution thereof to be his free act and deed for the use and
purposes herein set forth, and who is personally known to me.
~
WITNESS my hand and official seal this ILf day of February 2004.
Q 'I), J2 .. ^
~ ",-. , ~ My Commission Expires:
Notary Public - State of Florida
Print/type name:
"";:;r.~'r"",,. Carolyn l Brink
g'if'fb. ~;~ MY COMMISSION # 00203569 EXPiRES
~~.~.~E May 22, 2007
~i' 0; i\,$" BONOED THRU TROY FAIN INSURANCf, INe.
"/11111"
STATE OF FLORIDA
: ss
COUNTY OF PINELLAS
BEFORE ME, the undersigned, personally appeared William B. Horne, II, the City
Manager of the City of Clearwater, Florida, who executed the foregoing instrument and
acknowledged the execution thereof to be his free act and deed for the use and purposes
herein set forth, and who is personally known to me.
'Jt.,..
J Lf day of February 2004.
WITNESS my hand and official seal this
~;t.~
Notary Pub' - State of FlOrida
Print/type name:
My Commission Expires:
Approved as to form:
~
Laura Upowski, Assistant City Attorney
,"""'" Carolyn L Brink
,,~X~<:. MY COMMISSION # DD20356c eXPIRES
i: tat !~ May 22, 2007
. <>~,,:fs<1;~ BONDED THRU11l0Y FAIN INSURANCE, INC.
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CONTRACT FOR SALE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: The CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida (herein
"Seller" or "City"), P. O. Box 4748, Clearwater, Florida 33758-4748, and ARNOLD BROWN PROPERTIES, a
Florida general partnership, 17757 U. S. Highway 19 North, Suite 275, Clearwater, FI. 33764 (herein "Buyer"),
(collectively "Parties"), hereby agree that the Seller shall sell and Buyer shall buy the following real property
(''Real Property") and personal property, if any ("Personalty") (collectively "Property") upon the following terms
and conditions.
THE "EFFECTIVE DATE" OF THIS CONTRACT IS THE DATE OF EXECUTION BY
DULY AUTHORIZED CITY OFFICIALS. TIME IS OF THE ESSENCE IN THIS
CONTRACT.
Time periods of 5 days or less shall be computed without including Saturday,
Sunday, or national legal holidays and any time period ending on a Saturday,
Sunday or national legal holiday shall be extended until 5:00 P.M. of the next
business day.
1. PROPERTY DESCRIPTION
LEGAL DESCRIPTION: A portion of the Northwest 'V4 of the Northeast 'V4 of Section 16, Township
29 South, Range 15 East, Clearwater, Florida being more particularly
described as follows:
Begin at the intersection of the south right-of-way line of Drew Street and
the west right-of-way line of North Fort Harrison Avenue for a POINT OF
BEGINNING; run thence south along the west right-of-way line of North
Fort Harrison Avenue, 54.30 feet; thence west, 345.00 feet; thence north,
54.30 feet, thence east along the south right-of-way line of Drew Street,
344.08 feet to the POINT OF BEGINNING.
STREET ADDRESS: 421 Drew Street, Clearwater, FI. 33755
PERSONALTY: None to be conveyed
2. FLU L PURCHASE PRICE .............................................................................................. $ 202,00000
3. MANNER OF PAYMENT
Total Deposit(s) to be held in escrow by Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A. $ 5,00000
Balance to be paid at closing in U.S. funds, cash, certified or
cashier's check, subject to adjustments and prorations.......... ... .. .... .. ... ... . ... .. ... .. .. .. . .. . ... .. ..$ 197,000 00
4. TIME FOR ACCEPTANCE
Following execution of this contract by Buyer, 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 Earl
Barrett, Real Estate Services Manager of the City of Clearwater for acceptance and approval or rejection by
action of the Clearwater City Commission ("Commission"). If this agreement is accepted and approved by the
Commission, it will be executed by duly authorized City officials and delivered to Buyer within 10 days thereafter.
If this contract is rejected by the Commission upon initial presentation to the Commission, this contract shall be
null and void in all respects and Buyer shall be so informed in writing within 5 days of such action.
5. IlI.LE
Seller shall convey marketable title to the Property by SPECIAL WARRANTY DEED, subject only to matters
contained in Paragraph 6 and those otherwise accepted by Buyer. The deed shall contain the language set forth
on EXHIBIT "A". Otherwise title shall be free of liens and encumbrances of record or known to Seller, but subject
to property taxes for the year of closing, if any; covenants, restrictions and public utility easements of record; and
(other matters which title will be subject): No Others; provided there exists at closing no violation of the foregoing
and none of them prevents, or renders materially more difficult or expensive, Buyer's intended use of the
Property for the purposes described in EXHIBIT "A" attached hereto and incorporated herein.
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6. TITlE EVIDENCE
Buyer may, at Buyer expense and within at least 10 days prior to closing date obtain a title insurance
commitment issued by a Florida licensed title insurer agreeing to issue its title insurance policy subject only 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 10 days to examine
title evidence following receipt. 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 therefore, including the bringing of necessary suits.
7. SlJRVE'~
Buyer, at Buyer's 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. 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.
8. CLOSING PLACE AND DATE
Buyer shall designate closing agent and this transaction shall be closed in the offices of the designated closing
agent in Pinellas County, Florida, on or before Janwu:y 10, 2004 ,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 ..3(Ldays without effect upon any other
term, covenant or condition contained in this contract.
9. ClOSING DOCUMENTS
Seller sl1all furnish deed, bill of sale, construction lien affidavit, assignments of leases, tenant estoppel letters,
and corrective instruments as applicable to this transaction. Buyer shall furnish closing statement.
10. CLOSING EXPENSES
Recordation of the deed and Documentary stamps on the deed, unless this transaction is exempt under
Chapter 201.24, Florida Statutes, shall be paid by the Buyer. Seller shall pay the costs of recording any
corrective instruments.
11. PRORATIONS; CREDITS
If there should exist any taxes, assessments, rent and other revenue specific to the Property, all of such
expenses and revenue shall be prorated through the day before closing. 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. Any deposits held by Seller in trust for third parties in occupancy of the
Property shall be credited to Buyer at time of closing. Assessments for any improvements that are substantially
complete at time of closing shall be paid in full by Seller.
12. PROPERTY CONDITION
Seller shall deliver the Property to Buyer at time of closing in its present "as is" condition, ordinary wear and
tear excepted, and shall maintain the grounds in a comparable condition. Seller makes no warranties other than
as disclosed herein in Paragmph 14 ("S!;lL!;;B..YYARRANTIES") and marketability of title.
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13. SELLER HEI D HARMLESS
Buyer agrees to indemnify and hold harmless the Seller without limitation from any losses, damages, costs,
including attorney's fees, claims of injury to or death of any person(s), any damage to property of Buyer, or the
Property, and from and against any and every liability to any person arising from Buyer conduct of survey and
related work performed pursuant to Paragraph 7 above.
14. SFII ER 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 affect Buyer's desire to purchase the property except
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as follows: NONE KNOWN.
15. 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 shall be waived if
title agent insures adverse matters pursuant to Section 627.7841, F.S. (1987), as amended.
16. DEFAULT
If Buyer fails to close within the time specified (including payment of all deposit(s)), the deposit(s) paid by
Buyer may be retained by or for the account of Seller as agreed upon liquidated damages, consideration for the
execution of this contract and in full settlement of any claims; whereupon, Buyer and Seller shall be relieved of all
obligations under this contract. If, for any reason other than failure of Seller to make Seller's title marketable after
diligent effort, Seller fails, neglects or refuses to perform this contract, the Buyer may seek specific performance
or elect to receive the return of Buyer deposit(s) without thereby waiving any action for damages resulting from
Seller's breach. Seller does not waive any rights, claims, or action for damages resulting from Buyer's failure to
perform any other terms of this contract, including but not limited to, performance of the Development Conditions
as described in EXHIBIT "A" herein.
17. RADON GAS NOTIFICATION
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.
18. 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.
19. 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.
20. 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).
21. ATTORNEY FEES; COSTS
In any litigation arising out of this contract, the prevailing party shall be entitled to recover reasonable
attorney's fees and costs.
22. NO BROKER
Seller and Buyer represent and agree they have dealt with no Broker or finder in connection with the
transactions contemplated hereby. Seller and Buyer further agree to indemnify the other from any damage,
liability or expense either may suffer as a result of any claim of a Broker or finder with whom it is determined that
the other party has dealt with in contravention of this agreement; except, however, that total City obligations
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under this provision shall be subject to the limits and restrictions of the Florida sovereign immunity statute, F.S.
768.28. Seller acknowledges that Lee E. Arnold, Jr., is a licensed real estate broker acting for his own account.
23. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them.
24. EFFECT OF PARTIAL INVALIDITY
The invalidity of any provision of this contract will not and shall not be deemed to effect 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.
25. GOVERNING LAW
It is agrE~ed 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.
26. 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 written modifications hereof, and any initials or signature thereon shall be deemed an original.
27. INSPECTION OF REAL PROPERTY
Seller hereby grants to Buyer the right to enter upon the Real Property prior to closing to inspect, investigate
and conduct tests and environmental audits on the Property and take whatever action Buyer deems necessary or
desirable to determine the Property's suitability for Buyer's intended use. Buyer shall restore the Property to the
condition existing prior to Buyer conducting any test on the Property pursuant to this Paragraph 27. Buyer shall
indemnify and hold Seller harmless from any damage, liability, expense or claim resulting from the failure of
Buyer or the agents, contractors, employees and representatives of Buyer to exercise reasonable care in the
conduct of such tests, inspections or examinations and/or Buyer's failure to pay any bills, invoices or other
charges relating to such tests, inspections and examinations. If any Hazardous Materials (hereinafter defined)
are discovered on the Real Property, Buyer may terminate this Contract whereupon the deposit hereunder shall
be returned to Buyer. The term "Hazardous Materials" as used herein shall mean any substance, material,
waste, pollutant or contaminant which is toxic, dangerous, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous including, without limitation, gasoline, diesel fuel,
petroleum, petroleum products, explosives, radioactive materials, polychlorinated biphenyls or related or similar
materials, radon gas, urea formaldehyde, asbestos or any material containing asbestos, lead, lead containing
materials, electromagnetic waves or any other substance, material, waste. Pollutant or contaminant as may be
defined as a hazardous, dangerous, or toxic substance, material, waste, pollutant or contaminant by any Federal,
State or local environmental law, ordinance, rule, or regulation including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et
seq.), the Hazardous Materials Transportation Act, as amended (49 U. S. C. Section 5101, et seq.), the
Resource Conservation and Recovery Act, as amended (42 U. S. C. Section 6901, et seq.), the Clean Air Act, as
amended (42 U. S. C. Section 7401, et seq.) and in the regulations adopted and publications promulgated
pursuant thereto or any other federal, state or local law, ordinance, rule or regulation applicable to the Property,
and establishing liability, standards or required action as to discharge, spillage, storage, uncontrolled loss,
seepage, filtration, disposal, removal, use or existence of a hazardous, toxic or dangerous substance, material or
waste.
28. SITE PLAN APPROVAL
Buyer's obligation to c1()se is contingent on approval by Seller of a preliminary site plan for development of
the Real Property for the use.d described"'in ~XHIBlr"A". Selleragree~i'to execute-.the apptication for site plan
approval Oln the subject property.
29. MERGER BY DEED
All covenants, warranties, and representations contained herein shall merge with the deed at time of closing,
except as may be specifically excluded elsewhere in this agreement. Upon delivery of deed by the City, and
acceptance thereof by Buyer, the Buyer shall hold the City forever harmless thereafter.
30. ENTIRE AGREEMENT
Upon execution by Seller and Buyer, this contract shall constitute the entire agreement between the parties,
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shall supersede any and all prior and contemporaneous written and oral promises, representations or condition 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.
THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD,
SEEK THE ADVICE OF AN APPROPRIATE PROFESSIONAL FOR LEGAL, TAX, ENVIRONMENTAL
AND OTHER SPECIALIZED ADVICE PRIOR TO SIGNING.
Date:-11A~, 2003
ARNOLD BROWN PROPERTIES,
a Flo . e al partnershi
------------------------------------------------------------------------------------------------------------------------------------------------------.
APPROVED AND ACCEPTED THIS ~fJ!:Jaay of n--
,2003.
ner
OF CLEARWATER, FLORIDA
:"It'
Approved as to form:
ATTEST: .
Laum Li~~~:neY
.~
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, .
EXHIBIT "A"
Grantor shall have the right to require Grantee to reconvey the Property to Grantor (Right
to Repurchase) if within a period ending five (5) years after the date of this conveyance
(Option Period) Grantee has not obtained the following:
i) A development order applying to not less than 72,000 sq. ft. of contiguous
land including the Property, approving a project with a floor area ratio or not
less than 3.0, and one or more of the following uses: residential, retail, office
or hotel; and
ii) A foundation permit for one or more buildings approved in the development
order.
(Items I) and ii) above are collectively referred to as the "Development Conditions")
Grantor shall have ninety (90) days atter receipt by Grantor from Grantee of written
notice of expiration, upon expiration of the Option Period in which to provide Grantee
written notice of Grantor's exercise of its Right to Repurchase. If Grantor timely
exercises its Right to Repurchase, Grantee shall reconvey the Property to Grantor as
foUows: Closing on the reconveyance shall occur within thirty (30) days after receipt by
Grantee of Grantor's written exercise of its Right to Repurchase. Title shall be
conveyed by Grantee to Grantor by a special warranty deed subject only to the same
encumbrances as are contained in this deed. At the time of reconveyance, Grantor
shall simultaneously pay Grantee as the price of repurchase the sum of $202,000,
subject to normal prorations. Grantee shall pay any documentary stamp taxes required
in connection with the reconveyance. Grantor shall pay the cost of recording the
special warranty deed. If Grantor fails timely to exercise its Right to Repurchase above,
then upon request by Grantee, Grantor shall deliver to Grantee a release in recordable
form releasing Grantor's rights under this paragraph.
At any time, Grantee may request in writing from Grantor a release in recordable form
of Grantor's Right to Repurchase (Written Request). Within sixty (60) days after receipt
of the Written Request, Grantor shall deliver to Grantee either (12) a release in
recordable form releasing Grantor's rights under this paragraph, or (2) if Grantor
determines in good faith that Grantee has not met the Development Conditions as of
the date of Grantor's receipt of the Written Request, written exercise of Grantor's Right
to Repurchase. If Grantor properly exercises its Right to Repurchase, then Grantee
shall reconvey the Property to Grantor as follows: closing on the reconveyance shall
occur within thirty (30) days atter receipt by Grantee of Grantor's written exercise of its
Right to Repurchase. Title shall be conveyed by Grantee to Grantor by a special
warranty deed subject only to the same encumbrances as are contained in this deed.
At the time of reconveyance, Grantor shall simultaneously pay Grantee as the price of
repurchase the sum of $202,000.00, subject to normal prorations. Grantee shall pay
any documentary stamp taxes required in connection with the reconveyance. Grantor
shall pay the cost of recording the special warranty deed.
Time iSPblltTeessence-itTall mattersxe!ating to the Rigbt to Repurchase.
Ebarrettonpwa1/citysells/Arnold Brown Drew & Osceola Cont 032403.doc
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