RUTH ECKERD HALL INCCONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, F�ORIDA
PARTIES: Ruth Eckerd Hall, Inc., a Florida Non Profit Corporation, (herein "Seller'), having its principal
place of business at 1111 North McMullen Booth Road, Clearwater, Florida, and the CiTY OF
CLEARWATER, FLORIDA, a Municipal Corparation of the State of Florida {herein "Buye�" ar "City"), P.
O. Box 4748, Clearwafer, Florida 33758-4748, (collectively "Parties") hereby agree that the Seller shalf
sell and Buyer shall buy the following real praperty ("Real Praperty") and personal property
("Personalty"} {collectively "Property'� upon the following terms and conditions.
1. PROPERTY DESCRIPTION
LEGAL DESCRiPTION: (See Exhibit A)
PERSONALTY: NONE
2. FULL PURCNASE PRICE ................................................................. $190,aoo.oa
3. MANNER OF PAYMENT: City of Clearwater check in U.S. funds
at time of closing ......................................... $190.000.40
4. PURCHASE PRICE
The Fufl Purchase Price as shown herein has been reached through negotiations with the Seller by City
staff. The Purchase Price is based upon appraisals by Jarnes M. Millspaugh, MAI, of James Millspaugh
& Associates, Inc. and James P. Koelsch, MAI of Vafuation Services, Inc.
5. ACQUIStTION OF PROPERTY BY SELLER
At the effective date of this agreement, Seller is under contract ta purc�ase the property described in
Exhibit "A" attached hereto and by this reference, incorporated herein (hereinafter "Propert�i'). Seller
acquiring fee title to the Properiy is a condition precedent to all rights and obligations of this agreement.
If Seller daes not acquire fee title to the Proper[y in sufficient time to oomply with Paragraph 1Q hereof,
or if Se!!er is not able to convey fee title to the Property to the City in accordance with the terms and
conditions herein, then this Contract shall be null and void in all respects.
6. TlME 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 until June 22, 2092 following delivery in duplicate
original ta City Manager of the City of Clearwater for acceptance and approval, counter-offer, or
rejection by action of the Clsarwater City Council ("Council"). If this agreement is accepted and
approved by the Council, it will be executed by duly authorized City officials and delivered to Seller
within � 0 days thereafter. If a counter-offer is approved by the Council, it shall be delivered to Seller in
writing within two days of such action by the City Councif, and Seller shall have 1Q days thereafter to
deliver to Buyer written notice of acceptance or rejection o# such counter-offer. If written notice of
acceptance is not timely delivered, or if the counter-offer is rejected by Seller, this contract shall
thereafter be null and void in all respects. If this contract is rejected by the Council upon initial
presentation to the Council, this contract shall be null and void in all respects and Buyer shall be so
informed in writing within 5 days of such action.
7. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by Statutory
Warranty, subject only to matters contained in Paragraph 8 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.
8. 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 insure title subje�t to covenants,
restrictions and public utility easements of record, which are acceptable to the Buyer and to discharge
any liens and encumbrances of record 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 defeet(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 120 day period indicated in this paragraph, including the bringing of
necessary suits.
9. SURVEY
Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may
have the 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. 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 117,
Florida Statutes. Seller will, within 10 days from Effective Date, deliver to Buyer copies of prior surveys,
any leases and/or vendor contracts, plans, specifications, and engineering documents, if any, relevant
to this transaction, prepared for Seller or in Seller's possession, which show all existing structures. In
the event this transaction does not close, all documents provided by Seller will be returned to Seller
within 10 days from the date the contract is terminated.
Page 2 of 9
10. 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, on the date immediately following, Seller acquiring fee title to
the Property, unless extended by other provisions of this contract. Closing shall not be later than
December 31, 2012. If either party is unable to comply with any provision of this contract within the
time allowed, and be prepared to close as set forth above, after making all reasonable and diligent
efforts to comply, then upon giving written notice to the other party, time of closing may be extended up
to 60 days without effect upon any other term, covenant or condition contained in this contract.
11. CLOSING DOCUMENTS
Seller shall furnish closing statements for the respeetive parties, deed, bill of sale (if applicable),
mechanic's lien affidavit, assignments of leases, tenant and mortgage estoppel letters, and corrective
instruments. If Seller is a corporation, Seller shall deliver a resolution of its Board of Directors
authorizing the sale and delivery of the deed and certification by the corporate Secretary certifying the
resolution and setting forth facts showing the conveyance conforms with the requirements of local law.
12. 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 the costs of recording any corrective
instruments. Recordation of the deed shall be paid by Buyer.
13. 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 the 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. 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.
14. OCCUPANCY
The Seller shall deliver possession at closing without any tenant(s). If tenant is in possession of
property, closing shall be delayed until Seller has the tenant(s) removed from the premises, but in no
event later than December 31, 2012 or this contract shall be null and void in all respects.
15. LEASES
Seller shall, not less than 15 days before closing, furnish to Buyer copies of all written leases and
estoppel letters from each tenant specifying the nature and duration of the tenant's occupancy, rental
rates, advanced rent and security deposits paid by tenant. If Seller is unable to obtain such letter from
each tenant, the same information shall be furnished by Seller to Buyer within that time period in the
Page 3 of 9
form of a Seller's a�davit, and Buyer may thereafter contact tenants to confirm such information. Seller
shall, at closing, deliver and assign all original leases to Buyer and credit Buyer with all advanced rents
and security deposits paid by or on behalf of each tenant. Nofinrithstanding the provisions above, the
Seller shall deliver possession at closing without any tenant(s). If tenant is in possession of property,
closing shall be delayed until Seller has the tenant(s) removed from the premises, but in no event later
than December 31, 2012 or this contract shall be null and void in all respects.
16. 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 22 ("SELLER WARRANTIES") and
marketability of title. Buyer's covenant to purchase the Property "as is" is more specifically represented
in either subparagraph 1. a. or b. as marked (X].
a. [] As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property
in its present "as is" condition.
b. [ X] As Is With Right of Inspection: Buyer may, at Buyer expense and within 30 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 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 inspeetions 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.
17. 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 15 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.
18. 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 16(b) resulting from Buyer's
own negligence only, or that of its employees or agents only, subject to the limits and restrietions of the
sovereign immunity statute.
Page 4 of 9
19. 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 any insurance proceeds payable by virtue of such loss or damage, or of canceling this contract.
20. 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 may be waived if title agent insures
adverse matters pursuant to Section 627.7841, F.S. (1987), as amended.
21. 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.
22. 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: (Specify known defects. If none are known, write "NONE")
Buyer shall have the number of days granted in Paragraph 16(b) above ("Inspection Period") to
investigate said matters as disclosed by the Seller, and shall notify Seller in writing whether Buyer will
close on this contract nofinrithstanding said matters, or whether Buyer shall elect to cancel this contract.
Page 5 of 9
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.
23. RADON GAS NOTIFICATION
In accordance with provisions of Section 404.056(8), Florida Statutes (1989), as amended, Buyer is
hereby informed as follows:
RADON GAS: Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
24. 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.
25. 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. Notice
via electronic mail (Email) to the following Email addresses is also an acceptable form of providing
notice pursuant to this paragraph:
Notice to the City: Rod.IrwinCa�MvClearwater.com
With electronic copy to Pam.Akin(a�MyClearwater.com
Notice to the Seller: msk(c�tampabay.rr.com
With electronic copy to zbuffmanCc�7rutheckerdhall.net
26. ASSIGNABILITY; PERSONS BOUND
This contract [X ] is not assignable [] is 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).
27. 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.
Page 6 of 9
28. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them.
29. BROKER REPRESENTATION
Seller is represented by Mark Klein, Licensed Real Estate Broker, Klein & Heuchan, Inc., in his fiduciary
capacity as representative of the Seller in connection with the transactions contemplated hereby, and
Seller shall be responsible for any Broker fee or expense due to said Broker.
30. EFFECT OF PARTIAL INVALIDITY
The invalidity of any provision of this contraet will not and shall not be deemed to affect the validity of
any other provision. In the event that any provision of this contract is held to be invalid, the parties
agree that the remaining provisions shall be deemed to be in full force and effect as if they had been
executed by both parties subsequent to the expungement of the invalid provision.
31. GOVERNING LAW
It is agreed by and befinreen the parties hereto that this contract shall be governed by, construed, and
enforced in accordance with the laws of the State of Florida.
32. 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 scanned or 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.
33. EXHIBITS ATTACHED
Exhibit A(legal description of the Property) is attached hereto and made a part of this contract.
34. 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.
Countersigned:
(If approved by Council)
CITY OF CLEARWATER, FLORIDA
Page 7 of 9
-� �2��,2(� C�C`��45
George N. Cretekos
Mayor-Councilmember
Approved as to form:
Laura Lipowski Mahony
Assistant City Attorney
Attest:
Print Name:
Secretary
/�
. // �, ,__ s�.
- �il�__,...y1.- _ � .
: . -
. - „�;
Attest:
� �-e.�tiza.��.
Rosemarie Call
City Clerk
(RUTH ECKE
l�i,�.""�.� u1'"L�-
Page 8 of 9
�"' � �`� � ��'�
:
. ��
� ��
,
; ,�. ���/iL� -
, ,
. —
, ,
� ��.
t� ' :
��, , .
�� � _
`��•..,-- -
------------
JONES ST
w
Q
w
0 Q.
rn z
DREW ST o
d of
2
Oz
QL L z GROVE ST>
d
d HENDRICKS ST w
-j
Wi
O LAURA ST- LAURA ST
z.
Property
Location -
CLEVELAND ST
PARK ST w
w Q
w Q
w
Q w -
a d d }
w �.
o w p PIERCE ST
C� O d
- - U) z
O0
d
FRANKLIN ST
O w
w �
rn d
zi
w o COURT ST
d'
Q', O
W
O,
m CHESTNUT ST
L0
Clearwater Proposed Property N
� Acquisition W E
Prepare 409 Cleveland St.
ngin
Eeering Deepapa rtment
Geographic Technology Division S
100S.Myrtle Ave,Clearwater,Fl.33756
Ph:(727)562-4750,Fax:(727)526-4755 Map Gen By: CRM Reviewed By:TM Date:05/30/2012 Grid#: 2866 S-T-R: 16-29S-15E Scale: N.T.S.
www.MyCleamator.com
.Scale I = 30' EXHIBIT "A" 111111111111111'rl�
This is not a survey NORTH
Cleveland Street
78'Right-of-Way
19 3/4"
North Boundary
— — � — — � 5' 81/8-
I J.R. Davey
Et.Al. Resubdivision
Hillsborough Plat
Book 1, Page 87
N W
7
6 5
South Brnindary B 8"
19' 3/4"
Legal Description of Property to be Acquired per OR 14886-2370:
That part of the East nineteen and three quarters (19 4) feet of Lot Six(6)in Block "B",of JOHN R. DAVEY,
ET ALS RESUBDIVISION OF EARLL MUMFORD ROSS & STARR'S SUBDIVISION,IN
CLEARWATER HARBOR, according to the plat of said Re-Subdivision, as recorded in Plat Book 1,
Page 87,of the Public Records of Hillsborough County,Florida,of which Pinellas was once a part thereof,
described as follows: Beginning at a point in the North boundary of said Lot 6,which is five(5) feet and eight
and one-eighth(8 8)inches West of its Northeast corner;run thence West along the North boundary of said
Lot 6,to the Northwest corner of the East nineteen and three-quarters(19 4) feet of said lot;run thence South
to the Southwest corner of the East nineteen and three-quarters(19 4) feet of said Lot 6;run thence East to a
point in the South boundary of said Lot 6,which is eight feet and eight inches West of its Southeast corner;
and run thence Northerly to the Point of Beginning.
CITY OF CLEARWATER, FLORIDA
ENGINEERING DEPARTMENT
L. Cheek LEGAL SKETCH Lg1�012-15
CNECKM BY 409 CLEVELAND STREET SNa:T
T. Mahony PROPERTY ACQUISITION 1 OF 1
GATE SECT-TWSP-RNG
6/1/2012 16/29S/15E