ANDREW MILLER (2)
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\~ J'rypared By: Laurie Brief ,
RECORD & RETURN TO:
SOMEflS TITLE COMPANY
1290 COURT STREET
CLEARWATER, FL 33756
(727) 441-1088 ph, (727) 449-1359 fax
incidental to the issuance of a title insurance policy,
File Number: 03110007c
Parcel ID #: 15/29/15/65196/000/0035
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KARLEEN F. DE BLAKER, CLERK OF COURT
PINELLAS COUNTY FLORIDA
INST# 2004029437 01/22/2004 at 03:22 PM
OFF REC BK: 13320 PG: 279-282
DocType:DEED RECORDING: $19.50
D DOC STAMP COLLECTION: $304,50
WARRANTY DEED
(INDIVIDUAL)
This WARRANTY DEED, dated 01/22/04 by
Andrew Miller, a married man
whose post office address is:
hereinafter called the GRANTOR, to
Community Redevelopment Agency Of The City Of Clearwater,Florida
whose P.ost office address is: P.O. Box 4748, Clearwater Fl 33758-4748
hereinafter called the GRANTEE:
(Wherever used herein the terms "Grantor" and "Grantee" include all parties to this instrument 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 the sum 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 land situate in Pinellas County, Florida, viz:
Parcel #15/29/15/65196/000/0035
Beginning at the Southeast corner of the east one hundred fifty seven (157) feet of the west three hundred seven
(307) feet of Lot 3 of R.H. Padgett's Subdivision according to the revised map or plat thereof as the same is
recorded in Plat Book 4, Page 32, of the Public Records of Pinellas County, Florida, and run North fifty (50) feet
for point of beginning; from saidpoint run West one hundred fifty seven (157) feet, thence North fifty (50) feet,
thence East one hundred fifty seven (157) feet, thence South fifty (50) feet to point of beginning,
Subject property is NOT the Homestead of Grantor herein;
he in fact resides at: <l6 3 ~ P~~':h Ro~
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SUBJECJ TO covenants, conditions, restrictions, reservations, limitations, easements and agreements of record, if any;
ta({.es and assessments for the year 2004 and subsequent years; and to all applicable zoning ordinances and/or restrictions
and prohibitions imposed by governmental authorities, if any,
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.
AND THE GRANTOR hereby covenants with said GRANTEE that except as above noted, the GRANTOR is lawfully
seized of said land in fee simple; that the GRANTOR has good right and lawful authority to sell and convey said land;
that the GRANTOR hereby fully warrants the title to said land and will defend the same against the lawful claims of all
persons whomsoever.
IN WITNESS WHEREOF, GRANTOR has signed and sealed these presents the date set forth above,
SIGNED IN THE PRESENCE OF THE FOLLOWING WITNESSES:
Signature:
Print Name:
,~~ Jn~
Andrew Miller
Signature:
Print Name:
~~C1R{~
State of Florida
County of Pinellas
THE FOREGOING INSTRUMENT was sworn and acknowledged before me on 01/22/04 by:
Andrew Miller, a married man
who has produced a drivers license as identification.
Notary seaJi'Jjtl'V .<-~
* *
'" "
"~OFp..'df
Notary Signature:
Notary Print Name:
MARIANNE SCHAFFER
Notary PublIc. State Of Aorida
My Commission Expires 12114105
Commission No, # DD068427
ER
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'Scale: ' 1 ":::::,30" - Job No,
LINE T ABkE
Ll (0) West
Ll (C) N 89044'54 "W
Ll (M) N89044'01 "W
L2 (0) & (C) North
L2 (M) NOoo04'08"E
L3 (0) East
L3 (C) S89044'54"E
L3 (M) S89045'59"E
L4 (0) & (C) South
L4 (M) SOoo02'24"W
L5 (0) & (C) North
F /T=10,3'E
FIR X 4.0'S
N
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F /T=4A'E
DATES OF FIELD WORK
BOUNDARY OBAWK
Fleld 12-22-03 loll
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1099FDA Section 15 ,Township ..1!LSouth, Range ~ East.
CERTIFIED TO: ANDREW MILLER; COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWA TER,FLORIDA; AMERICAN
PIONEER TITLE INSURANCE COMPANY; SOMERS TITLE COMPANY.
157'
157.00'
156.97'
50.00'
49.97'
157'
157.00'
156.95'
50,00'
50.06'
50.00'
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SUBJECT
PROPERlY
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1 STORY
WOOD FRAME SHED
(IN DISREPAIR)
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GOULD STREET
SHEET 1 OF 3
THIS SURVEY IS NOT COMPLETE WITHOUT SHEETS 2 & 3
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I hereby certify that this survey meets the minimum
technIcal standards 08 set forth by the florIda, Board
of Professional land Surveyors in Chapter 61 017-6,
Florida Administratlw Code, pursuant to Section
47 7, florIda Statutes
Survey not without tho signature and the
orfglnol r eel seal of Q ~orlda LIcensed
sur an ' PPC{ .
Jack L, oyd
IONAl LAND SURVEYOR II 3000
STATE OF FLORIDA
1!fMIE
ZARRA BOYD, INC.
LB 6472
Engineering, Surveying and Planning
1480 Beltrees, Dunedin, Florida 34698
(727)736-9010 Fox: (727)733-0063
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Scale: ,1"=JOO': .Job No.
1099FD.4
Section
15
J Township 29 South, Range ~ East.
LIN E TAB1,6-
LI (0)
,L I (C,)
ILl (M)
L2(O)&(C)
L2 (M)
L3 (0)
L3 (C)
L3 (M)
L4 (0)" (C)
L4 (M)
L5 (O).t: (C)
L6 (C)
L6 (M)
L7 (C)
L7,(M I
L8 (C)
La (M)
L9 (C)
L9 (M)
L 10 (C)
L 10 (M)
West
N 89"44'54"W
N 89"44 '0 I"W
North
N 00"04'08"E
East
S89"44'54"E
S 89"45 'H"E
So uth
SOO"02'24'W
North
N ortb
N 00"00'21"E
N 89"44'54'W
N 89"43'ZZ'W
North
N 00"03 '41'W
N ortb
N 00"17'05'W
North
NOO'Ol'33'E
157'
IS 7,00'
156,97'
50,00'
49,97'
157'
157,00'
[56,95'
50,00'
50,06'
50,00'
200,00'
199,98'
157,00'
157,04'
150,00'
149,63 '
50,00'
50,33'
200,00'
199,95'
CERTIFIED TO: ANDREW MILLER; COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWA TER,FLORIDA; AMERICAN
PIONEER l11LE INSURANCE COMPANY; SOMERS TI1LE COMPANY,
(M) FD.N+O
(C)
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Z PROPERTY
w :x: I' \ LOT 3 III"-
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Zb (PB4. PG 32)
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LOT 6 :i ~ "" W 307' OF
(PB4, PG 32) ~~ LOT 3
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FIR FIR L7 FIR
O/A N 89"44'54. E (M) 307.01' (M) 307.00' (C)
GOULD STREET
SHEET 2 OF 3
THIS SURVEY IS NOT COMPLETE WITHOUT SHEETS 1 & 3
DA TES OF FIELD WORK
BOUNDARY DBAWI!I.
Fleld 12-22-03 ML
~
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I hereby certify that this survey meets the minimum
technical atandardB GB Bet forth by the Florida BOGrd
Gf ProfessJanGI Land Surveyors In ChGpter 61 G17'-6,
Florida AdminiBtrGtiw Code, purouGnt to Section
27, Florida Statutes
Survey natV<lIi without tho signature and the
original a ed al of a F10rlda L1cenBod
sur and or
LB 6472
ZARRA BOYD,
INC.
Engineering, Surveying and Planning
1480 Bel trees, Dunedin, Florida 34698
(727)738-9010 Fax: (727)733-0083
AMERICAN LAND TITLE ASSOCIATION
OWNER'S POLICY 10-17-92 (Florida Modi11ed)
POLICY NO.
OWNER'S POLICY OF TITLE INSURANCE
ISSUED BY
/OP-9-l70S-Sl6/
.
AMERICAN PIONEER
TITLE INSURANCE COMPANY
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CON11\INED
IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, AMERICAN PIONEER TITLE INSURANCE
COMPANY, a Florida corporation, herein called the Company, insures, as of Date of Policy shown in Schedule
A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or
incurred by the insured by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as stated therein;
2, Any defect in or lien or encumbrance on the title;
3. Unmarketability of the title;
4, Lack of a right of access to and from the land,
The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title,
as insured, but only to the extent provided in the Conditions and Stipulations,
IN WITNESS WHEREOF, AMERICAN PIONEER TITLE INSURANCE COMPANY has caused this policy
to be signed and sealed as of the Date of Policy shown in Schedule A, the policy to become valid when
countersigned by an authorized signatory.
I~UOOby~d~
AMERICAN PIONEER TITLE INSURANCE COMPANY
Somers Title Company
Phone 727-44l-l0SS,Fax
1290 Court Street
Clearwater, FL 33756
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Attest~/~ I
Secretary
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~tPrinted o"~an 09, 2004 @ 1146)
A. .~ '
US Department of Housing and Urban Development
SETTLEMENT STATEMENT
OMB No, 2502-0265
.T
], [] FHA 2, [] FmHA ), [] Conv, Unins, 6, File Number:
4, VA 5, Conv, Ins, 03110007c 7, Loan Number:
c. NOTE: This fonn is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked:POC' were paid outside the closing: they are shown here for information
D, NAME AND ADDRESS OF BORROWER:
Communit Redevelo ment A ency Of The City Of Clearwater, Florida P,O, Box 4748 Clearwater, FL 33758
E. NAME AND ADDRESS OF SELLER:
Andrew Miller 8034 Peaks Road Mechanicsville, VA 32116
F. NAME AND ADDRESS OF LENDER:
G. PROPERTY LOCATION:
306 Washington Ave S, Clearwater, FL 33755
H, SETTLEMENT AGENT:
SOMERS TITLE COMPANY 727-441-1088 Contact:
I, SETTLEMENT DATE:
01/22/04
PLACE OF SETTLEMENT:
1290 COURT STREET CLEARWATER, FL 33756
DISBURSEMENT DATE:
01/22/04
I J. SUMMARY OF BORROWER(S) TRANSACTION
100 GROSS AMOUNT DUE FROM BORROWER'
I K, SUMMARY OF SELLER(S) TRANSACTION
400 GROSS AMOUNT DUE TO SELLER '
101, Contract sales orice 43,500,00 401. Contract sales price 43,500,00
102, Personal Property 402, Personal Property
103, Settlement charges to borrower (line 1400) 665,00 403,
104, Relocation & Moving Expenses 4,500,00 404, Relocation & Moving Expenses 4,500,00
105, 405,
Adiustments for items oaid by Seller in advance Adiustments for items paid by Seller in advance
106, City/town taxes 406, City/town taxes
]07, County taxes 407, County taxes
108, Assessments 408, Assessments
109, 409,
1 ]0. 410, ,
III. 411.
1]2, 412,
120. Gross Amount Due From Borrower 48,665.00 420, Gross Amount Due Seller 48,000,00
200. AMOUNTS PAID BY OR IN BEHALF OF BORROWER:
500. REDUCTIONS IN AMOUNT DUE TO SELLER
201. Deposit or earnest money 501. Excess deposit (see instructions)
202, Principal amount of new loan(s) 502, Settlement charges to seller (line 1400) 809,62
203, Existing 10an(s) taken subject to 503, Existing loan(s) taken subject to
204, 504, Payoff of first mortgage loan
205, 505, Payoff of second mortgage loan
206, 506,
207, 507,
208, 508,
209, 509,
Adjustments for items unpaid jJy Seller in advance Adjustments for items unpaid by Seller in advance
210, City/town taxes 510, City/town taxes
211, County taxes 511, County taxes
2 I 2, Assessments 512, Assessments
213, 513,
2]4, 514, 2003 Real Estate Taxes 58,96
215, 515,
216, 516,
217, 5] 7,
2]8, 518,
219, 519.
220. Total Paid Bv/For Borrower 520, Total Reduction Amount Due Seller 868.58
600, CASH AT SETTLEMENT TO/FROM SELLER
48,665,00 601. Gross amount due to seller line 420)
602, Less reductions in amt. due seller line 520
48 665.00 From Seller
48,000,00
868,58
47 131.42
SUBSTITUTION FORM 1099 SELLER STATEMENT: The information contained in Blocks E,G,H and I on line 401 {or if 401 is asterisked, line 403 and 404) is
important tax information and is being fumished to the Internal Revenue Service, If you are required to file a return, a negligence penalty or other sanction will
be imposed on you if this item is required to be reported and the IRS determines that it has not been reported,
SELLER, you are required by law to provide the settlement agent with your correct taxpayer identification number, if you do not provide the settlement agent
with your correct taxpayer identification number, you may be subject to civil or criminal penalties imposed by law,
Under penalties of perjury, I certify that the number shown on this statement is my correct taxpayer identification number,
--
(Prin,ed on Ja~ 09, 2004 @ 11 :46) US Department of Housing and Urban Development OMB No, 2502.0265
L. . . SETTLEMENT CHARGES
700, Total Sales/Broker's Commission based on price Paid from Paid from
Borrower's Seller's
701. Listing Realtor Commission Funds at Funds at
702, Selling Realtor Commission Settlement Settlement
703, Commission paid at Settlement
704.
800, ITEMS PAYABLE IN CONNECTION WITH LOAN
801, Loan Origination Fee
802, Loan Discount
803, Appraisal Fee
804, Credit Report
805. Lender's Inspection Fee
806, Mortgage Application Fee
807,
808.
809,
810,
900, ITEMS REOUlRED BY LENDER TO BE PAID IN ADVANCE
901. Interest from
902, Mortgage Insurance Premium for
903, Hazard Insurance Premium for
904,
905,
1000, RESERVES DEPOSITED WITH LENDER
1001. Hazard insurance
1002, Mortgage insurance
1003, City property taxes ,
1004, County property taxes
1005, Annual assessments
1006,
1007,
1008, Aggregate Accounting Adiustment
1100, TITLE CHARGES
J 10 I, Settlement or closing fee To: STC 100,00
1102, Abstract or title search To: STC 100,00
1103, Title examination To: STC 50,00
1104, Title insurance binder
1105, Document preparation
1106, Attorney's Fees
1107, FL Risk Rate
(Includes above item numbers: )
1108, Title Insurance To: SOMERS TITLE COMPANY 250,12
(Includes above item numbers: )
1109, Lender's coverage @
1110, Owner's coverage43,500,OO @ 250,12
1111.
1112,
1113,
1200, GOVERNMENT RECORDING AND TRANSFER CHARGES
120 I, Recording fees: Deed $15.00 Mortgage $0,00 Releases $0,00 To: Clerk of the Court 15,00
1202, City/county tax/stamps:
1203, State tax/stamos: Deed $304,50 Mortgage $0,00 To: Clerk of the Court 304,50
1204,
1205,
1300, ADDITIONAL SETTLEMENT CHARGES
130 I. Survey To: Zarra Boyd, Inc, 650,00
1302, Pest insoection
1303, Lien Search Fee To: City of Clearwater 5,00
1304,
1305,
11400. Total Settlement Chal'!!es (enter on lines 103. Section J and 502. Section K) I 665.00 I 809.621
I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my
account orby ~s transaction, I further certify that I have received a copy of HUD-1 Settlement Statement. JJ1~
%OWE ~ co--- j-i SE~
,- ~,./u/
v C~m~lfl'Ity Redevelopment ~ency Of The City Of Clearwater,Florida Andrew Miller
~~~;h'''' I "'~ P_"" " . IN, "d .=rn" _,", of 0;, ""':~~;:' """d ~,.;" """~. "M' 00 '" dr,b,_" """"',,~ "'h rbi,
-,..'11' O"OMPANY Date
N€fT~~es ~~ prorated based on taxes for the year, Any re-proration will be handled between the buyer and seller, All utility bills (water, sewer, electric, cable and
mainten nee fees) have been paid or will be paid upon receipt of final bills,
WARN G: It is a crime to knowingly make false statements to the United States on this or any other similar form, Penalties upon conviction can include a fine or imprisonment. For
details'see: Tille 18 U,S, Code Section 1001 and Section 1010,
,t
CONTRACT FOR EXCHANGE OF REAL PROPERTY
THIS CONTRACT is made and entered into as of the 12th day of June, 2003,
by and between the CITY OF CLEARWATER, FLORIDA, a municipality, hereinafter
referred to as the "City," and CLEARWATER MALL, LLC, a Delaware limited liability
company, hereinafter referred to as the "Owner," for the exchange of properties in
Clearwater, Florida, as described herein.
The parties hereto agree as follows:
1. Exchanae of Property. The City shall convey title to certain real
property referred to as "Parcel 1" which is described in Exhibit A to this contract to the
Owner. The Owner shall convey, or cause to be conveyed, title to certain real
property referred to as "Parcel 2" which is described in Exhibit 8 to this contract to the
City and "Parcel 3" which is described in Exhibit C to this contract to the City, The
conveyance of Parcel 1 shall constitute full consideration for the conveyance of Parcel
2 and Parcel 3. The conveyance of Parcel 2 and Parcel 3 shall constitute full
consideration for the conveyance of Parcel 1.
2. Definitions. In this contract, "Seller" shall mean the City with respect to
Parcel 1 and the Owner with respect to Parcel 2 and Parcel 3. "Purchaser" shall mean
the Owner with respect to Parcel 1 and the City with respect to Parcel 2 and 3. The
"Parcel 2 Clearwater Automotive Contract" shall mean that certain Agreement for Sale
and Purchase of Property between Frank L. McKinley & Joel Kehrer, individuals and
Salvage Properties, as seller and Owner; as buyer, dated as of June 12, 2003 in the
amount of $1,013,050 substantially in the form attached hereto as Exhibit "0" and
made a part hereof. The "Parcel 3 Contract" shall mean that certain Agreement for
Sale and Purchase of Property between Ruth M. Mills & Arthur Miller, Jr., individuals,
as seller and Owner, as buyer, dated as of , 2003 in the amount of $145,000
substantially in the form attached hereto as Exhibit "0" and made a part hereof.
These terms are used for convenience and do not imply the payment of any
compensation other than conveyance of real property in exchange for real property,
3. Leaal Descriptions. The legal description of the properties being
exchanged between the parties are described as follows:
L
a. Parcel 1 - See Exhibit "A" attached;
b. Parcel 2 - See Exhibit "8" attached.
c, Parcel 3 - See Exhibit "C" attached.
1
ed\ClearwaterMall\CityOfClearwater\ExchangeAgreementV5Clean
f'
4, Purchase Price. It is mutually agreed that the transfer of Parcel 1 by the
City to the Owner and the transfer of Parcel 2 and Parcel 3 to the City shall constitute
the full and sufficient consideration for the exchange of properties.
5. Commission Approval. Following the execution of this contract by the
Owner, this contract shall be held open for acceptance and approval by the
Clearwater City Commission for 30 days following receipt in the offices of the City of
Clearwater City Manager. Unless this contract is unconditionally approved and
accepted by the City Commission within the 30 days and written notice of the approval
and acceptance delivered to Owner within 30 days following receipt by the aforesaid
City Manager's Office, the Owner may at its sole option and discretion terminate this
contract whereupon each party shall be relieved of all further obligations hereunder.
The City shall cooperate with Owner in a timely manner in the execution of
applications necessary and required as to Parcel 1 so that Owner can submit and
process applications required to facilitate the Phase II redevelopment of Clearwater
Mall. The only contingency to the City in acquiring fee simple title to Parcel 2 and
Parcel 3 is obtaining commercially reasonable title and survey to said parcels.
6. Closina Date. (a) This transaction shall be closed and the deeds and
other closing papers delivered no later than 30 days after receipt of written notice of
approval of this contract by the Clearwater City Commission. Notwithstanding
anything to the contrary in this contract, the closing of this transaction is contingent
upon the Owner's simultaneous closing on Parcel 2 Clearwater Automotive Contract
and the Parcel 3 Contract.
(b) Seller's Possession After Closing. City shall be entitled to remain in
possession of Parcel 1 from the Closing until it opens a replacement fire station for service at
565 Sky Harbor Drive" Clearwater, Florida currently under construction (the "Occupancy
Period") and City agrees to use its best efforts to construct and open said replacement fire
station. In no event shall the Occupancy Period extend past February 28, 2004, It shall be
the City's responsibility at City's sole cost and expense, to remove all personal property,
equipment and salvage located on Parcel 1 on or before the expiration of the Occupancy
Period. City shall defend, indemnify and hold Owner harmless from all cost, expense and
liability resulting from Owner's use or possession of Parcel 1 from the period of Closing until
City shall deliver possession of same to the Owner, Owner shall have the right to make
periodic inspections of Parce/1 during the period of City's possession after Closing, including
environmental inspections, but Owner agrees to conduct such inspections in a manner that
will not unduly interfere with City's day to day operation, City shall have no responsibility or
obligation to raise, remove or demolish any of; the existing buildings and structures on Parcel
1. Notwithstanding anything to the contrary in this contract, the City shall pay Owner
the sum of $5,000 per month, payable in advance, during the Occupancy Period. Said
payments shall commence on the Closing Date and the first day of each successive
month, The foregoing paragraph shall survive the Closing of this transaction.
7, Title Evidence, The Owner shall order and provide to Owner within
thirty (30) days after the full execution of this Contract, at Owners expense, a
commitment for title insurance in the amount of $1,200,000,00 which commitment
shall show a marketable unencumbered fee simple title in the name of the Owner as to
2
ed\ClearwaterMall\CityOfClearwater\ExchangeAgreementV5Clean
Parcel 1. The Owner shall have fifteen (15) days after receipt of said commitment and
Survey (as hereinafter defined) for the examination thereof, and within said period
shall notify the City in writing of any objections to said title. If this notification is not
given within said time period, then said title shall be conclusively deemed to be
acceptable to the Owner. In the event that the title to Parcel 1 is not good and
marketable, the City shall have fifteen (15) days thereafter to perfect the title, If the
defects are not cured within such time, then the Owner may cancel this contract or
waive the defects and accept the property without deduction on account of said
defects. A final title insurance policy will be issued to the Owner within fifteen (15)
days after closing.
The Owner, at no cost to the City, shall order and provide to City a
commitment for title insurance in the amount of $1,013,050.00 which commitment
shall show a marketable unencumbered fee simple title as to Parcel 2 and a
commitment for title insurance in the amount of $145,000.00 which commitment shall
show a marketable unencumbered fee simple title as to Parcel 3, The City shall have
fifteen (15) days after delivery of said commitments for the examination thereof, and
within said period shall notify the Owner in writing of any objections to said title. If this
notification is not given within said time period, then said title shall be conclusively
deemed to be acceptable to the City, In the event that the title to Parcel 2 and Parcel
3, is not good and marketable, the Owner shall have forty-five (45) days thereafter to
perfect the title, or cause the title to be perfected. If the defects are not cured within
such time, then the City may cancel this contract or waive the defects and accept the
property without deduction on account of said defects, A final title insurance policy will
be issued to the City within fifteen (15) days after closing, The Owner and the City
shall mutually agree upon a title insurance company and closing agent; provided that
the City shall accept the title insurance company in the Parcel 2 Clearwater
Automotive Contract and the Parcel 3 Contract.
8. Permitted Exceptions. The parcels shall be conveyed to the
Purchasers subject to no liens, charges, encumbrances, restrictions, exceptions, or
reservations of any kind or character other than the following permitted exceptions:
a, Zoning ordinances and land use regulations;
b. Any easements, restrictions or other matters that appear in the
commitment and/or survey (excluding standard exceptions) which are not
objectionable exceptions; and
c. Any agreements between the parties that are part of this contract.
9. Survey. The Owner, at Owner's sole cost and expense, may obtain a
current survey (the "Survey") of the Parcel '1 prepared by a duly licensed land
surveyor. The Owner, at Owner's sole cost and expense, shall obtain a current survey
of the Parcel 2 and/or Parcel 3 prepared by a duly licensed land surveyor.
3
ed\ClearwaterMall\CityOfClearwater\ExchangeAgreementV5CIean
10, Closinas and Possession. Subject to satisfaction of the conditions
precedent set forth in this Agreement, the exchange contemplated herein shall occur
simultaneously with the closing of the Parcel 2 Clearwater Automotive Contract and
Parcel 3 Contract. Said closings shall be simultaneous. City shall accept a deed from
(i) the sellers under the Parcel 2 Clearwater Automotive Contract instead of the
Owner, and (ii) the seller under the Parcel 3 Contract. City is aware that, pursuant to
the terms and conditions of the Parcel 2 Clearwater Automotive Contract, Clearwater
Automotive shall shall have the right to remain in possession of the Parcel 2 property
for a period of two (2) years from and after the date of closing and it shall be such
occupant's responsibility at occupant's sole cost and expense, to remove all personal
property, equipment and salvage located on this portion of the property on or before
the expiration of the two (2) year period from date of closing;
11. Property Taxes. To the extent any property taxes are assessed, all
property taxes shall be prorated at closing.
12. Intentionally Deleted.
13. Condition Precedent to Owner's Obliaation to Close. The
consummation of the transaction contemplated by this contract is contingent upon the
following:
a.
Owner's simultaneous closing on Parcel 2 Clearwater Automotive
Contract and the Parcel 3 Contract. If Owner does not close
under the Parcel 2 Clearwater Automotive Contract and the Parcel
3 Contract, this contract shall become null and void.
b.
Parcel 1 having a commercial land use and zoning classification to
accommodate the Owner's intended Phase II redevelopment of
the Clearwater Mall Project.
c.
Owner's sole and absolute satisfaction with the environmental
condition of Parcel 1.
Notwithstanding anything to the contrary in the Agreement, if the Closing shall not
have occurred on or before December 31, 2003, and "a", "b" and "c" immediately
above have not occurred, then Owner has the option to terminate this contract
whereby the rights and obligations of the parties shall cease.
14. Closina Costs. The Owner shall pay the following closing costs and
expenses in connection with the closing of Parcel 1:
a. All documentary stamps in -connection with the conveyance of the
property;
b.
title insurance;
The premium and all search fees payable for the owner's policy of
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c. Recording fees in connection with those instruments necessary to
render title acceptable to the Owner; and
d. Its costs of document preparation and its attorneys' fees.
fees.
The City shall pay its costs of document preparation and its attorneys'
The Owner shall pay all the costs of the Buyer pursuant to the terms and
conditions of the Parcel 2 Clearwater Automotive Contract and Parcel 3 Contract.
15, Risk of Loss. With respect to Parcel 1, the risk of loss or damage to the
premises (other than buildings and other structures on Parcel 1), until delivery of deed,
is assumed by the City. The City further agrees to maintain Parcel 1 and to deliver
said Parcel 1 (other than buildings and other structures on Parcel 1) to the Owner in
the same condition as when the contract was executed, ordinary wear and tear
excepted. With respect to Parcel 2 and Parcel 3, the risk of loss or damage to the
premises by fire or otherwise, until delivery of deed, is assumed as expressly provided
in the Parcel 2 Clearwater Automotive Contract and Parcel 3 Contract, respectively.
Parcel 2 and Parcel 3 will be delivered to the City as expressly provided in the Parcel
2 Clearwater Automotive Contract and Parcel 3 Contract, respectively,
Notwithstanding anything to the contrary in this contract, the City, its successors and
assigns, does hereby release and forever discharge, Owner, Owner's successors,
officers, assigns, and all of Owner's respective successors, assigns, and affiliates, and
all of Owner's respective present and former members, officers, employees,
representatives, agents, assigns, of and from any and all claims, demands, obligations
or liabilities, of any nature whatsoever, including but not limited to claims for property
damages, personal injury or death arising out of, or in conjunction with the Parcel 2
Clearwater Automotive Contract, the Parcel 3 Contract, the City's occupation or use of
Parcel 2 and the permitted occupation or use of Parcel 2 after the transfer of Parcel 2
as permitted under the Parcel 2 Clearwater Automotive Contract, and the City's
occupation or use of Parcel 3. Notwithstanding anything to the contract in this
contract, the City hereby defends, indemnifies and holds Owner harmless from and
against any claims, demands, obligations or liabilities, of any nature whatsoever,
including but not limited to (i) claims for in connection with the presence or release of
any and all Hazardous Materials (as hereinafter defined) at or on the Parcel 2 and Parcel
3, including, without limitation, all costs of re~oval and disposal of any and all Hazardous
Materials (as hereinafter defined), all costs of determining whether the Parcel 2 and
Parcel 3 are in compliance with applicable local, state, and federal environmental laws, all
costs of causing Parcel 2 and Parcel 3 to be in compliance with applicable local, state and
federal environmental laws, all costs associated with claims for damages to persons or
property, and Owner's attorney's fees and consultants' fees and court costs, (ii) property
damages, personal injury or death arising out of, or in conjunction with the Parcel 2
Clearwater Automotive Contract for the occupation or use of the Parcel 2 or suffered
or incurred as a result of the City's or occupation or use of Parcel 2 for any purpose
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including the permitted occupation or occupation of Parcel 2 after the transfer of
Parcel 2 as permitted under the Parcel 2 Clearwater Automotive Contract except to
the extent of Owner's negligence or Owner's breach of the Parcel 2 Clearwater
Automotive Contract, and (iii) property damages, personal injury or death arising out
of, or in conjunction with the Parcel 3 Contract for the occupation or use of the Parcel
3 or suffered or incurred as a result of the City's occupation or use of Parcel 3 for any
purpose except to the extent of Owner's negligence or Owner's breach of the Parcel 3
Contract. This indemnification shall include payment of all attorneys' fees and costs
incurred by Owner in responding to any such claim, demand or asserted obligation or
liability, whether or not a lawsuit is actually filed pertaining to the indemnified matter.
This indemnification shall survive the closing of Parcel 2 and Parcel 3 and the transfer
of title to Parcel 2 and Parcel 3 or the termination of this contract, and shall be in
addition to any and other rights of Owner set forth herein or provided by law. The term
"Hazardous Materials" as used herein includes, without limitation, hazardous materials,
hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or
similar materials, asbestos or any material containing asbestos, or any other substance or
material as may be defined as a hazardous or toxic substance 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. Sections 9601, et seq.), the Hazardous Materials Transportation
Act, as amended (49 U.S.C. Sections 1801, et seq,), the Resource Conservation and
Recovery Act, as amended (42 U.S.C. Sections 1251 et seq.), the Clean Air Act (42
U.S.C. Sections 7401 et seq.), Chapter 376, Florida Statutes, and in the regulations
adopted and publications promulgated pursuant thereto.
16. Nonassianabilitv, Neither party may assign this contract, provided,
however, that Owner may assign its rights to another entity owned and controlled by
the Clearwater Mall, LLC and/or any of its members, without City approval.
17. No Brokers. Each party affirmatively represents to the other party that
no brokers have been involved in this transaction and that no broker is entitled to
payment of a real estate commission because of this transaction,
18.- Notices. All notices which are required or permitted hereunder must be
in writing and shall be deemed to have been given, delivered or made, as the case
may be (notwithstanding lack of actual receipt by the addressee): (i) three (3) business
days after having been deposited in the United States mail, certified or registered,
return receipt requested, sufficient postage. affixed and prepaid; or (ii) one (1) business
day after having been deposited with an expedited, overnight courier service (such as
by way of example but not limitation, U.S. Express Mail or Federal Express),
addressed to the party to whom notice is intended to be given at the address set forth
below:
As to Owner:
Clearwater Mall, LLC
c/o The Sembler Company
5858 Central Avenue
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With a copy to:
St. Petersburg, Florida 33707
Attn: Gregory S, Sembler
Thomas L. Mulkey
New Plan Excel Realty Trust, Inc.
563 West 500 South, Suite 440
Gateway Tower
Woods Cross, UT 84087
And:
E.D. Armstrong III, Esquire
Johnson, Pope, Bokor, Ruppel & Burns, P,A.
Post Office Box 1368
Clearwater, FL 33757-1368
As to City:
William B. Horne II
City Manager
City of Clearwater
Post Office Box 4748
Clearwater, FL 33758-4748
With a copy to:
Pamela K. Akin, Esquire
City Attorney
Post Office Box 4748
Clearwater, FL 33758-4748
Any party may change the address to which its notices are sent by giving the
other party written notice of any such change in the manner provided in this section,
but notice of change of address is effective only upon receipt.
19. Entire Contract. This contract and the exhibits referenced herein
embodies and constitutes the entire understanding among the parties with respect to
the transaction contemplated herein and all prior or contemporaneous agreements,
understanding, representations and statements, oral or written, are merged into this
contract. ..Neither this contract nor any provisions hereof may be waived, modified,
amended, discharged or terminated except by an instrument in writing signed by the
party against which the enforcement of such waiver, modification, amendment,
discharge or termination is sought, and then only to the extent set forth in such
instrument. ,~
20, Applicable Law, This contract is construed in accordance with the laws
of the State of Florida.
21. Headinas, Descriptive headings'are for convenience only and shall not
control or affect the meaning or construction of any provision of this contract.
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22. Bindina Effect. This contract shall be binding upon and shall inure to
the benefit of the parties hereto and their heirs, personal representatives and
successors by law,
23. Interpretation, Whenever the context hereof shall so require, the
singular shall include the plural, the male gender shall include the female gender and
neuter and vice versa. This contract and any related instruments shall not be
construed more strictly against one party than against the other by virtue of the fact
that initial drafts were made and prepared by counsel for one of the parties, it being
recognized that this contract and any related instruments are the product of extensive
negotiations between the parties and that both parties have contributed substantially
and materially to the final preparation of this contract and all related instruments.
24. Time is of the Essence. Time is of the essence of this contract. Should
any period of time specified herein end on a Saturday, Sunday or legal holiday
(recognized in Clearwater, Florida), the period of time shall automatically be extended
to 5:00 p.m. on the next full business day,
25, Other Aareements. No prior or present agreements or representations
shall be binding upon either party 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,
26. No Partnership. Nothing in this contract shall be construed to constitute
the creation of a partnership or joint venture between the parties.
27. Counterparts. This Agreement may be executed in several
counterparts, each constituting a duplicate original, but all such counterparts
constituting one and the same Agreement.
Countersigned:
CITY:
CITY OF CLEARWATER, FLORIDA
B6J.:fI4~~. L...-~
William 8, Horne, II
\
. City Manager
Approved as to form:
Attest:
JJJI
Pamela K, Akin
City Attorney
k~~~
~ynthia E. Goude
, City Clerk
8
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OWNER:
CLEARWATER MALL, LLC
a Delaware limited liability company
BY:~!/ ~,
Title: G'1"Q s: 'Set.. fI~,
9
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Exhibit "A"
Leaal Description for Parcel 1
(To be replaced by an accurate metes and bounds legal description upon completion of the
survey required in Section 9 herein.)
TRACT I, A RESUB OF BASKIN'S REPLAT, AS RECORDED IN PLAT BOOK 24,
PAGE 42, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, LESS AND
EXCEPT THAT PART DESCRIBED AS FOLLOWS:
BEGIN AT THE NORTHWEST CORNER OF THE NORTHEAST ~ OF THE
SOUTHWEST ~ OF SECTION 17, TOWNSHIP 29 SOUTH, RANGE 16 EAST, AND
RUN THENCE NORTH 89046'01" EAST, ALONG THE EAST-WEST CENTER LINE
OF SAID SECTION 17,415.0 FEET; THENCE SOUTH 0021'26" WEST, 50.00 FEET;
THENCE CONTINUE SOUTH 0021 '26" WEST, 469.02 FEET FOR A POINT OF
BEGINNING; RUN THENCE NORTH 89046'14" EAST, 192.95 FEET; THENCE RUN
SOUTH 69041'36" WEST, 206,20 FEET; THENCE RUN NORTH 0021'26" EAST,
70,79 FEET TO THE POINT OF BEGINNING,
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Exhibit "B"
Leoal Description for Parcel 2
(To be replaced by an accurate metes and bounds legal description upon completion of
the survey required in Section 9 herein.)
PARCEL #15/29/15/65196/000/0030
PARCEL #15/29/15/65196/000/0032
PARCEL #15/29/15/65196/000/0033
PARCEL #15/29/15/65196/000/0060
PARCEL #15/29/15/65196/000/0061
PARCEL #15/29/15/65196/000/0062
PARCEL #15/29/15/65214/002/0180
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Exhibit "e"
Leaal Description for Parcel 3
(To be replaced by an accurate metes and bounds legal description upon completion of
the survey required in Section 9 herein.)
PARCEL #15/29/15/65196/000/0034
PARCEL #15/29/15/65196/000/0063
I
'i
12
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,
CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER,
FLORIDA
PARTIES: Andrew Miller, a married man (herein "Seller"), of 8034 Peaks Road, Mechanicsville,
Va. 32116 Phone: (804) 730-2836, and the COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of
Florida (herein "Buyer" or "CRA") of p, O. Box 4748, Clearwater, Florida 33758-4748,
ATTENTION: Ralph Stone, Executive Director, (collectively "Parties") hereby agree that the
Seller shall sell and Buyer shall buy the following real property ("Real Property") and personal
property ("Personalty") (collectively "Property") upon the following terms and conditions.
1. PROPERTY DESCRIPTION
LEGAL DESCRIPTION: R. H. PADGETT'S SUBDIVISION, the North 50 feet of the South
100 feet of the East 157 feet of the West 307 feet of Lot 3,
according to the map or plat thereof as recorded in Plat Book
H5, Page 27, Public Records of Pinellas County, Florida.
PERSONALTY:
NONE
2. FULL PURCHASE PRiCE..................................................."...,...,.....,..,...".".. $ 48,000
Payable as follows: Amount to be paid for the real property.,. ... ... '" '" '" '" ... .., ... $
Reimbursement for Seller relocation & moving expenses... '" $
43,500
4,500
3. MANNER OF PAYMENT: City of Clearwater check in U.S. funds
at time of closing ....,...,.,.,.".""",'.,..,.", '" ".,. ". ,,' ." ."., $ 48,000
4. PURCHASE PRICE
The Full Purchase Price as shown herein has been reached through negotiations with the Seller
by CRA staff. The Full Purchase Price is based upon current Just Market Value of $43,500
established by the Pinellas County Property Appraiser for the real property, plus additional funds
to reimburse Seller for any expenses associated with moving personal property and relocating
current tenants,
5. TIME FOR ACCEPTANCE; APPROVALS
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 45 days
following delivery in duplicate original to CRA staff for acceptance and approval or rejection by
action of the governing board of the CRA, If this agreement is accepted and approved by the
CRA, it will be executed by duly authorized CRA officials and delivered to Seller within 1 0 days
thereafter, If this contract is rejected by the CRA governing board upon initial presentation, this
contract shall be null and void in all respects and Seller shall be so informed in writing within 5
days of such action,
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 Real Property sufficient for the intended use as described
herein,
7. TITLE EVIDENCE
Seller shall, at Seller expense and within 15 days prior to closing date deliver to Buyer a title
insurance commitment issued by a Florida licensed title insurer 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 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,
including the bringing of necessary suits.
8. SURVEY
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 govemmental regulation, the same
shall constitute a title defect. 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
Seller shall designate closing agent and this transaction shall be closed in the offices of the
designated closing agent in Pinellas County, Florida, within 90 days of the effective date, 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 30 days without effect upon any other term,
covenant or condition contained in this contract.
Page 2 of 7
10. CLOSING DOCUMENTS
Seller shall furnish closing statements for the respective parties, deed, bill of sale (if applicable),
mechanic's lien affidavit, assignments of leases, tenant and mortgage estoppel letters, and
corrective instruments.
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 title agent closing fees and the
costs of recording any corrective instruments, Buyer shall pay recordation of the deed.
12, PRORATIONS; CREDITS
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 day prior to closing and deliver same to the Pinellas County Tax Collector with
notification to thereafter exempt the Property from taxation as 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 that there are no parties in occupancy other than the Seller or family members,
or as otherwise disclosed herein. Seller agrees to deliver occupancy of the Property at time of
closing completely vacant and in "broom clean" condition unless otherwise stated herein, If
occupancy is to be delivered before closing, Buyer assumes all risk of loss to Property from date
of occupancy, shall be responsible and liable for maintenance from that date, and shall be
deemed to have accepted Property in its existing conditions as of the time of taking occupancy
unless otherwise stated herein or in separate writing.
14. 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 landscaping and grounds in a
comparable condition. Seller makes no warranties other than is disclosed herein in Paragraph
20 ("SELLER WARRANTIES") and marketability of title. Buyer's covenant to purchase the
Property "as is" is more specifically represented and subject to the following provisions:
As Is With Right of Inspection: Buyer may, at Buyer expense and within 60 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
Page 3 of 7
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,
unless Seller elects to repair or otherwise remedy such conditions to Buyer satisfaction; or
Buyer, at its option, may elect to accept a credit at closing of the total estimated repair costs as
determined by a licensed general contractor of Buyer's selection and expense, 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 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 Buyer obligations under Paragraphs 8 and 14 and to insure that all Property is in and on
the premises. No new issues may be raised as a result of the walk-through.
16, SELLER HELD HARMLESS
Buyer is self insured, and subject to the limits and restrictions of the Florida Sovereign immunity
statute, F,S. 768,28, agrees to indemnify and hold harmless the Seller from claims of injury to
persons or property during the inspections and investigations described in Paragraph 15(b)
resulting from Buyer's own negligence only, or that of its employees or agents only, subject to
the limits and restrictions of the sovereign immunity statute.
17. RISK OF LOSS
If the Property is damaged by fire or other casualty before closing and cost of restoration does
not exceed 3% of the assessed valuation of the Property so damaged, cost of restoration shall
be an obligation of the Seller and closing shall proceed pursuant to the terms of this contract with
restoration costs escrowed at closing. If the cost of restoration exceeds 3% of the assessed
valuation of the improvements so damaged, Buyer shall have the option of either taking the
Property "as is", together with either the 3% or any insurance proceeds payable by virtue of such
loss or damage, or of canceling this contract.
18. 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
behalfof 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
Page 4 of 7
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. (1987), as amended.
19. 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.
20. SELLER 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 effect Buyer's desire
to purchase the property except as follows: (Speci{y known defects If none are known, write
"NONE")
~
Buyer shall have the number of days granted in Paragraph 14 above ("Property Condition") 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.
21. 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 health unit.
22. 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.
Page 5 of 7
23. 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.
24. 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).
25. 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.
26. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict
with them,
27. BROKER REPRESENTATION
Seller and Buyer covenant with each other that neither is represented by a Real Estate Broker in
connection with the transaction contemplated hereby, and that no brokerage fee or expense is
due to any Broker with respect to this transaction.
28. 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.
29. 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.
30. 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.
Page 6 of 7
~'- <
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,
APPROVED & EFFECTIVE this U4ay of _ ~~ .2003,
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA
BY:~~
Attest:
nthia E, Go..u:deau, City Clerk
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SELLER:
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Andrew Miller
Approved as to form:
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Pam A in, City Attorney
Page 7 of 7
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OP,g
AMERICAN LAND TITLE ASSOCIATION
OWNER'S POLICY 10-17-92 (Florida ModiJjed)
POLICY NO,
OWNER'S POLICY OF TITLE INSURANCE
ISSUED BY
/OP-9-l708-8l6/
AMERICAN PIONEER
TITLE INSURANCE COMPANY
SUBJECT ro THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED
IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, AMERICAN PIONEER TITLE INSURANCE
COMPANY, a Florida corporation, herein called the Company, insures, as of Date of Policy shown in Schedule
A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or
incurred by the insured by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as stated therein;
2, Any defect in or lien or encumbrance on the title;
3, Un marketability of the title;
4, Lack of a right of access to and from the land,
The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title,
as insured, but only to the extent provided in the Conditions and Stipulations,
IN WITNESS WHEREOF, AMERICAN PIONEER TITLE INSURANCE COMPANY has caused this policy
to be signed and sealed as of the Date of Policy shown in Schedule A, the policy to become valid when
countersigned by an authorized signatory,
ISSUedby~d~
AMERICAN PIONEER TITLE INSURANCE COMPANY
Somers Title Company
Phone 727-44l-l088,Fax 727-44
1290 Court Street
Clearwater, FL 33756
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Secretary
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OWN E R' S POL ICY
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Schedule A
State: FL County: Pinellas
File Number
03110007c
Policy Number
OP-9-1708-816
Effective Date
January 22, 2004
Effective Time
3:22 PM
Amount of Policy
$43,500.00
Commitment #:
Simultaneous #:
Reinsurance #:
1, Name of Insured:
Community Redevelopment Agency Of The City Of Clearwater,Florida
2. The estate or interest in the land described herein and which is covered by this policy is:
Fee Simple
3. The estate or interest referred to herein is at Date of Policy vested in the insured,
4. The land referred to herein is described as follows:
Parcel #15/29/15/65196/000/0035
Beginning at the Southeast corner of the east one hundred fifty seven (157) feet of the
west three hundred seven (307) feet of Lot 3 of R.H. Padgett's Subdivision according to
the revised map or plat thereof as the same is recorded in Plat Book 4, Page 32, of the
Public Records of Pinellas County, Florida, and run North fifty (50) feet for point of
beginning; from said point run West one hundred fifty seven (157) feet, thence North fifty
(50) feet, thence East one hundred fifty seven (157) feet, thence South fifty (50) feet to
point of beginning.
Issued By: 1875* 03110007c
SOMERS TITLE COMPANY
1290 COURT STREET
CLEARWATER, FL
33756
Coun ersigned Authorized Signatory
Note: This Policy consists of insert pages labeled Schedule A and B, This policy is of no force and effect unless all pages are included along with any
added pages incorporated by reference,
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OWNER'S POLICY
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Schedule B
This policy does not insure against 1055 or damage by reason of the following exceptions:
1, Rights or claims of parties in possession not shown by the Public Records,
2, Encroachments, overlaps, boundary lines disputes, and other matters which would be disclosed
by an accurate survey and inspection of the premises,
3, Easements or claims of easements not shown by the Public Records,
4, Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished,
imposed by law and not shown by the public records,
5, Community property, dower, survivorship, or homestead rights, if any, of any spouse of the
insured,
6, Any adverse ownership clain by the State of Florida by right of sovereignty to any portion of the
lands insured hereunder, including submerged, filled, and artificially exposed lands and lands
accreted to such lands.
7. Taxes and assessments for the year 2004, and thereafter and/or special assessments, if any, not
recorded in the public records.
**The following items, as listed above, are hereby deleted: 1 and 4 **
3, Claims or liens for dues, any type of assessment or other charges of whatever nature charged or
levied by any condominium or resident's organization or association against the premises or
common areas,
4, Subject to any lien for municipal improvements or services to captioned land which has not been
filed for record in the office of the Clerk of the Circuit Court of Pinellas County, Florida, and any
and all outstanding assessments projected or to be projected, if any,
5, Subject to gas and/or electric, water, sewer, or garbage removal service charges, if any, due and
payable to a municipal authority.
6. Subject to zoning and/or other governmental prohibition or regulations affecting the use of the
property.
7, Title to any furniture, furnishings, fixtures, or chattels or personal property located in, to or upon
the land described in Schedule "A" hereof.
8. Subject to unrecorded leases and/or options to purchase affecting subject premises.
9, If subject property has been a rental unit or non-owner occupied property, it may be subject to
Tangible Taxes, which are not covered by this policy,
Policy #: OP-9-1708-816
2
File #: 03110007c
Note: This Policy consists of insert pages labeled Schedule A and B, This policy is of no force and effect unless all pages are included along with any
added pages incorporated by reference,
CONDITIONS AND STIPULATIONS - CONTINUED
In addition, the insured claimant may reasonably be required to submit to 9, LIMITATION OF LIABILITY
examination under oath by any authorized representative of the Company and shall
produce for examination, inspection and copying, at such reasonable times and
places as may be designated by any authorized representalive of the Company,
all records, books, ledgers, checks, correspondence and memoranda, whether
bearing a date before or after Date of Policy, which reasonably pertain to the loss
or damage, Further, if requested by any authorized representalive of the Company,
the insured claimant shall grant its permission, in writing, for any authorized
representative of the Company to examine, inspect and copy all records, books,
ledgers, checks, correspondence and memoranda in the custody or control of a
third party, which reasonably pertain to the loss or damage, All information designated
as confidential by the insured claimant provided to the Company pursuant to this
Section shall not be disclosed to others unless, in the reasonable judgment of the
Company, it is necessary in the administration of the claim, Failure of the insured
claimant to submit for examination under oath, produce other reasonably requested
information or grant permission to secure reasonably necessary information from
third parties as required in this paragraph shall terminate any liability of the Company
under this policy as to that claim,
6, OPTIONS TO PAY OR OTHERWISE SETILE CLAIMS; TERMINATION OF
LIABILITY
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In case of a claim under this policy, the Company shall have the following addrtional
options:
(a) To Payor Tender Payment of the Amount of Insurance,
To payor tender payment of the amount of insurance under this policy together
with any costs, attorneys' fees and expenses incurred by the insured claiman~
which were authorized by the Company, up to the time of payment or tender of
payment and which the Company is obligated to pay,
Upon the exercise by the Company of this option, all liability and obligations
to the insured under this policy, other than to make the payment required, shall
terminate, including any liability or obligation to defend, prosecute, or continue any
litigation, and the policy shall be surrendered to the Company for cancellation,
(b) To Payor Otherwise Settle With Parties Other than the Insured or With the
Insured Claimant.
(i) to payor otherwise settle wrth other parties for or in the name of an insured
claimant any claim insured against under this policy, together with any costs,
attorneys' fees and expenses incurred by the insured claimant which were authorized
by the Company up to the time of payment and which the Company is obligated
to pay; or
(ii) to payor otherwise settle wrth the insured claimant the loss or damage
provided for under this policy, together wrth any costs, attorneys' fees and expenses
incurred by the insured claimant which were authorized by the Company up to
the time of payment and which the Company is obligated to pay,
Upon the exercise by the Company of either of the options provided for in
paragraphs (b)(il or (ii), the Company's obligations to the insured under this policy
for the claimed loss or damage, other than the payments required to be made,
shall terminate, including any liability or obligation to defend, prosecute or continue
any litigation,
7, DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE
This policy is a contract of indemnity against actual monetary loss or damage
sustained or incurred by the, insured cla:mant who has suffered loss or damage
by reason of matters insured against by this policy and only to the extent herein
described,
(a) The liability of the Company under this policy shall not exceed the least of:
(i) the Amount of Insurance stated in Schedule A; or,
(ii) the difference between the value of the insured estate or interest as insured
and the value of the insured estate or interest subject to the defect, lien or
encumbrance insured against by this policy,
(b) (This paragraph dealing with Coinsurance was removed from Florida policies,)
(c) The Company will pay only those costs, attorneys' fees and expenses incurred
in accordance wrth Section 4 of these Conditions and Stipulations,
8, APPORTIONMENT
If the land described in Schedule [A] consists of two or more parcels which
are not used as a single site, and a loss is established affecting one or more
of the parcels but not all, the loss shall be computed and settled on a pro rata
basis as if the amount of insurance under this policy was divided pro rata as to
the value on Date of Policy of each separate parcel to the whole, exclusive of
any improvements made subsequent to Date of Policy, unless a liability or value
has otherwise been agreed upon as to each parcel by the Company and the insured
at the time of the issuance of this policy and shown by an express statement
or by an endorsement attached to this policy,
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(a) If the Company establishes the title, or removes the alleged defect, lien or
encumbrance, or cures the lack of a right of access to or from the land, or cures
the claim of un marketability of Irtle, all as insured, in a reasonably diligent manner
by any method, including litigation and the completion of any appeals therefrom,
it shall have fully performed its obligations with respect to that matter and shall
not be liable for any loss or damage caused thereby,
(b) In the event of any litigation, including litigation by the Company or with the
Company's consen~ the Company shall have no liability for loss or damage until
there has been a final determination by a court of compelent jurisdiction, and
disposition of all appeals therefrom, adverse to the title as insured,
(cl The Company shall not be liable for loss or damage to any insured for liability
voluntarily assumed by the insured in settling any claim or surt without the prior
written consent of the Company,
10, REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY
All payments under this policy, except payments made for costs, attorneys' fees
and expenses, shall reduce the amount of the insurance pro tanto,
11, LIABILITY NONCUMULATIVE
It is expressly understood that the amount of insurance under this policy shall
be reduced by any amount the Company may pay under any policy insuring
a mortgage to which exception is taken in Schedule B or to which the insured
has agreed, assumed, or taken subjec~ or which is hereafter executed by an
insured and which is a charge or lien on the estate or interest described or referred
to in Schedule A, and the amount so paid shall be deemed a payment under
this policy to the insured owner,
12, PAYMENT OF LOSS
(a) No payment shall be made without producing this policy for endorsement
of the payment unless the policy has been lost or destroyed, in which case proof
of loss or destruction shall be furnished to the satisfaction of the Company,
(b) When liability and the extenl of loss or damage has been definitely fixed
in accordance with these Conditions and Stipulations, the loss or damage shall
be payable within 30 days thereafter,
13, SUBROGATION UPON PAYMENT OR SETILEMENT
(a) The Company's Right of Subrogation.
Whenever the Company shall have settled and paid a claim under this policy,
all right of subrogation shall vest in the Company unaffected by any act of the
insured claimant.
The Company shall be subrogated to and be entitled to all rights and remedies
which the insured claimant would have had against any person or property in
respect to the claim had this policy not been issued, If requested by the Company,
the insured claimant shall transfer to the Company all rights and remedies against
any person or property necessary in order to perfect this right of subrogation,
The insured claimant shall permrt the Company to sue, compromise or settle in
the name of the insured claimant and to use the name of the insured claimant
in any transaction or litigation involving these rights or remedies,
If a payment on account of a claim does not fully cover the loss of the insured
claiman~ the Company shall be subrogated to these rights and remedies in the
proportion which the Company's payment bears to the whole amount of the loss,
If loss should result from any act of the insured claiman~ as staled above,
that act shall not void this policy, bul the Company, in thaI event, shall be required
to pay only that part of any losses insured against by this policy which shall
exceed the amount, if any, lost to the Company by reason of the impairment
by the insured claimant of the Company's righ! of subrogation,
(b) The Company's Rights Against Non-insured Obligors,
The Company's right of subrogation against non-insured obligors shall exist
and shall include, withoul limitation, the rights of the insured to indemnities,
guaranties, other policies of insurance or bonds, notwithstanding any terms or
conditions contained in those instruments which provide for subrogation rights
by reason of this policy,
14, ARBITRATION
(This paragraph was modified for Florida policies,)
Unless prohibited by applicable law, arbitration pursuant to the Title Insurance
Arbitration Rules of the American Arbitration Association may be demanded if
agreed to by both Company and the insured, Arbitrable matters may include,
but are not limited to, any controversy or claim between Company and the insured
arising out of or relating to this policy, and service of Company in connection
with its issuance or the breach of a policy provision or other obligation, Arbitration
pursuant to this policy and under the Rules in effect on the date the demand
for arbitration is made or, at the option of the insured, the Rules in effect at Date