DECADE SEA CAPTAIN LLCCONTRACT FOR SALE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: The CITY OF CLEARWATER, FLORIDA, a municipal corporation of the
State of Florida, (herein "City" or "Seller"), whose address is 112 South Osceola
Avenue, Clearwater, Florida 33756, and DECADE SEA CAPTAIN LLC (herein "Buyer"),
a limited liability company authorized to conduct business in the State of Florida whose
mailing address is 13555 Bishops Court, Suite 345, Brookfield, Wisconsin 53005
(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: Lot 1, less the West 110 feet thereof, Block B, COLUMBIA
SUBDIVISION, according to the map or plat thereof recorded in Plat Book 23, Page 60,
Public Records of Pinellas County, Florida (herein the "Property ")
PERSONALTY: NONE
2. FULL PURCHASE PRICE $425,010.00
3. MANNER OF PAYMENT: Wire Transfer in U.S. funds at time of closing...$425,010.00
4. PURCHASE PRICE
The Full Purchase Price as shown herein has been reached through a public bidding
process in accordance with City of Clearwater Charter Section 2.01(d)(5). The
minimum bid price under guidelines set forth in Invitation to Bid 06 -15 was based upon
an appraisal by James Millspaugh & Associates, Inc.
5. PURPOSE
The Parties are aware that the City Council of the City of Clearwater, Florida ( "Council ")
declared the Property as surplus for the purpose of sale whereby the Buyer will
incorporate the Property into a redevelopment project determined by Council to warrant
such sale. Buyer hereby agrees to incorporate the Property into a redevelopment
project meeting guidelines set forth by the City of Clearwater in Beach by Design, as
adopted by the Clearwater Community Development Code. The proposed
redevelopment project is attached as Exhibit A ( "Proposed Redevelopment Project "). It
is understood that Buyer already owns adjacent property legally described on attached
Exhibit C (the "Adjacent Property ") and that the Proposed Redevelopment Project will
be located on both the Property and the Adjacent Property. If vertical construction of
the Proposed Redevelopment Project does not commence within two (2) years of the
later of (a) the closing hereof, or (b) Buyer obtaining all required approvals in
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connection with the Proposed Redevelopment Project, including without limitation the
CDB Approval and the building permit ( "Approvals Date "), or (c) notwithstanding (a)
and (b), if vertical construction of the Proposed Redevelopment Project does not
commence within three (3) years from the Effective Date of this contract ( "Construction
Commencement Period "), Seller shall have the right, at its sole discretion, to re-
purchase the property for a price of Four Hundred Twenty -Five Thousand Ten and
00/100 Dollars ($425,010.00), provided Seller delivers written notice to Buyer within
one hundred twenty (120) days after the expiration of the Construction Commencement
Period (TIME IS OF THE ESSENCE AS TO SAID DATE) electing to so re- purchase
the Property. It is acknowledged and agreed that Seller does not guaranty that the
Approvals will be obtained. Subject to standard closing procedures, Buyer shall re-
convey the Property upon written demand (provided that timely written demand is
delivered by Seller to Buyer within said one hundred twenty (120) day period) and
payment by Seller, which re- purchase shall be closed within sixty (60) days of Buyer's
receipt of Seller's written notice electing to re- purchase the Property. Buyer hereby
acknowledges and agrees that Buyer's failure to commence vertical construction within
the foregoing described Construction Commencement Period will result in irreparable
damages or injury for which there is no adequate remedy at law. Therefore, should
Buyer fail to commence vertical construction of the Proposed Redevelopment Project
as required herein within the Construction Commencement Period set forth herein and
Seller has delivered to Buyer written notice electing to re- purchase the Property within
one hundred twenty (120) days after the expiration of said Construction
Commencement Period, Buyer acknowledges and agrees that Seller may immediately
seek enforcement of this provision by means of specific performance, injunction, or
other equitable relief without the requirement to post bond or other security.
Notwithstanding any provision herein to the contrary, in the event Seller does not elect
by written notice delivered to Buyer on or before one hundred twenty (120) days after
the expiration of said Construction Commencement Period to re- purchase the Property,
then the purchase right of Seller shall terminate and Seller shall have no further right to
re- purchase the Property. It is the express intent of the parties that the terms and
conditions contained in this paragraph shall survive closing and delivery of the deed.
6. REQUIREMENT TO PROVIDE PUBLIC PARKING
Buyer, its successors and assigns covenant to maintain, in perpetuity, a minimum of
twenty -four (24) parking spaces on the Property exclusively available for use by the
general public at market -based rates that are commensurate with rates for comparable
beachfront, covered parking structures in Florida resort areas ( "Public Parking "). Said
Public Parking spaces shall be located on the ground floor and shall be the first
available parking spaces upon entering the parking garage. This requirement shall
remain in full force and effect at all times other than during activities such as
construction, maintenance, reconstruction or other activities whereby public safety may
be compromised. It is acknowledged and agreed that Buyer's failure to provide the
Public Parking as required herein, will cause the Seller to incur substantial economic
damages and losses of types and in amounts which are impossible to compute and
ascertain with certainty as a basis for recovery by the Seller of actual damages, and
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that liquidated damages represent a fair, reasonable and appropriate estimate thereof.
Accordingly, in lieu of actual damages, the Buyer agrees that liquidated damages may
be assessed and recovered by the Seller as against Buyer in the event Buyer fails to
provide the Public Parking in perpetuity, subject however to the provisions of the third
sentence of this Paragraph 6. Seller shall not be required to present any evidence of
the amount or character of actual damages sustained by reason thereof, therefore,
Buyer shall be liable to the Seller for payment of liquidated damages in the amount of
Seven Hundred Fifty Dollars ($750.00) for each day that the Public Parking is not
provided, as adjusted for time extensions otherwise provided by this agreement and
during the times of the activities set forth in the third sentence of this Paragraph 6.
Such liquidated damages are intended to represent estimated actual damages and are
not intended as a penalty. It is the express intent of the parties that the terms and
conditions contained in this paragraph shall survive closing and delivery of the deed.
7. TIME FOR ACCEPTANCE: APPROVALS
Following execution of this contract by Buyer, the price, terms and conditions as
contained herein shall remain unchanged and be held unconditionally open for a period
of 45 days following delivery in duplicate original to City Manager of the City of
Clearwater for acceptance and approval, counter -offer, or rejection by action of the
Council. If this agreement is accepted and approved by the Council, it will be executed
by duly authorized City officials and delivered to Buyer within 10 days thereafter. If a
counter -offer is approved by the Council, it shall be delivered to Buyer in writing within
10 days of such action by the City Council, and Buyer shall have 10 days thereafter to
deliver to Seller written notice of acceptance or rejection of such counter -offer. If
written notice of acceptance is not timely delivered, or if the counter -offer is rejected by
Buyer, 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.
8. TITLE
Seller warrants legal capacity to and shall convey title to the Property by Special
Warranty Deed, subject only to matters contained in Paragraph 9 acceptable to Buyer.
Seller warrants and represents that there is ingress and egress to and from the Real
Property and a public right of way sufficient for ingress and egress.
9. TITLE EVIDENCE
Seller, at Seller's expense, within thirty (30) days after the Effective Date, deliver to
Buyer, a title insurance commitment issued by a Florida licensed title insurer
committing to insure good and marketable title to the Property to Buyer. The title
commitment shall only include a contiguity endorsement that the Property is contiguous
to the Adjacent Property without gap or gore if Buyer provides a survey to the Title
Company. If title is found defective, the City shall, in good faith, use reasonable efforts
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to clear title to the Property. Buyer's obligations under this Contract are contingent
upon Buyer's approval of title during the Inspection Period (defined below).
10. SURVEY
Buyer, at Buyer's expense, during the Inspection Period may have the Property
surveyed and certified to the Buyer, Seller and closing agent by a registered Florida
land surveyor. If the 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. Buyer's obligations under this Contract are contingent upon
Buyer's approval of the survey during the Inspection Period. Within five (5) days after
the Effective Date, Seller shall deliver to Buyer a copy of any existing survey of the
Property that Seller may have in its possession.
11. CLOSING PLACE AND DATE
Buyer shall designate closing agent and this transaction shall be closed in the offices of
the designated closing agent in Pinellas County, Florida, within ninety (90) days after
the later of (a) the obtaining of CDB Approval of the Proposed Redevelopment Project,
or (b) the expiration of the Inspection Period, 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 60 days without effect upon any other
term, covenant or condition contained in this contract.
12. CLOSING DOCUMENTS
A copy of the deed to be used at closing is attached hereto as Exhibit "B" and by this
reference made a part hereof. The deed shall include a deed restriction requiring that a
minimum of twenty -four (24) parking spaces are maintained exclusively for public use
in perpetuity as provided for herein. Buyer shall furnish all other documents required to
affect closing; said documents may include but are not necessarily limited to closing
statements for the respective parties, bill of sale, mechanic's lien affidavit, assignments
of leases, tenant and mortgage estoppel letters, and corrective instruments. Seller shall
deliver evidence that the City Council of the City of Clearwater has authorized the sale
and delivery of the deed setting forth facts showing the conveyance conforms to the
requirements of local law.
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13. CLOSING EXPENSES
Documentary stamps on the deed, unless this transaction is exempt under Chapter
201.24, Florida Statutes, shall be paid by the Buyer. Seller shall also pay the costs of
recording any corrective instruments. The amounts due by Seller may be provided to
Buyer as credits against the Purchase Price due by Buyer. Recordation of the deed
shall be paid by Buyer.
14. PRORATIONS: CREDITS
Seller hereby represents that there are no taxes or assessments on the Property for the
year of Closing and no rent on the Property, to be prorated through the day of closing.
The Property generates revenue by the charging of fees for public parking with a
proprietary fee - collection system commonly known as a pay- and - display system.
Seller will remove the pay- and - display station(s) from the Property prior to closing. All
parking revenue gained prior to the day of closing shall belong to Seller; all revenue
gained on the day of closing and thereafter shall belong to Buyer. If Buyer elects to
charge parking fees, Buyer shall be fully responsible for establishing, installing,
maintaining and managing a fee - collection system.
15. OCCUPANCY
Seller warrants that there are no parties in occupancy other than the Seller, or as
otherwise disclosed herein and the Property shall not be rented or occupied beyond
closing. 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 condition as of
the time of taking occupancy unless otherwise stated herein or in separate writing.
16. LEASES
Seller warrants that there are no leases encumbering the Property and Seller will not
enter into a lease for the Property during the duration of this Contract.
17. 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 23 ( "SELLER WARRANTIES "). 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.
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b. [x] As Is With Right of Inspection: Buyer may, at Buyer expense and within 180
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, obtain all required approvals and permits
deemed necessary by Buyer as to the Proposed Redevelopment Project and to review
title and survey to determine whether title and survey matters are acceptable to Buyer.
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 Buyer does not obtain all required
approvals and permits deemed necessary by Buyer or if the inspections, reviews
and /or investigations reveal conditions which are reasonably unsatisfactory to Buyer. If
Seller elects to repair or otherwise remedy such conditions to Buyer satisfaction, Buyer,
at its option, may elect to accept a credit at closing of the total estimated costs
reasonably determined jointly by Buyer and Seller to correct said matters. 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.
18. WALK- THROUGH INSPECTION
At a time mutually agreeable between the parties, but not later than the day prior to
closing, Buyer may conduct a final "walk- through" inspection of the Property to
determine compliance with any Seller obligations 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.
19. SELLER HELD HARMLESS
Buyer agrees to indemnify and hold harmless the Seller from claims of injury to persons
or property during the inspections and investigations described in Paragraph 17(b)
resulting from Buyer's own negligence, or that of its employees or agents.
20. 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 value of the Property, the 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 value of the improvements, Buyer shall have the option of either
taking the Property "as is ", together with either a credit against the Purchase Price for
the decrease in value or any insurance proceeds payable by virtue of such loss or
damage, or of canceling this contract.
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21. PROCEEDS OF SALE: CLOSING PROCEDURE
The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in
escrow by Buyer'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 assist, in good
faith, in curing the defect pursuant to Paragraph 9 above. If title defect(s) is found
incurable, 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 the Property and re- convey
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. (2014), as amended.
22. 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.
23. 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:
Special Warranty Deed recorded in Official Records Book 15224, Page 1549 of the
Public Records of Pinellas County, Florida. This deed transferred development rights
from the Property; the appraisal and purchase price referenced in paragraph 4 above
represents market value of the Property with no development rights.
Buyer shall have the number of days granted in Paragraph 17(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 notwithstanding said matters, or
whether Buyer shall elect to cancel this contract. If Buyer fails to so notify Seller within
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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.
24. RADON GAS NOTIFICATION
In accordance with provisions of Section 404.056(8), Florida Statutes (2014), 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.
25. 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.
26. 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 contract, the parties' attorneys, escrow
agent, inspectors, contractors and all others who will in any way act at the behest of the
parties to satisfy all terms and conditions of this contract.
27. ASSIGNABILITY: PERSONS BOUND
This contract is not assignable without the prior written consent of the other, which shall
not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing,
Buyer shall be permitted without Seller's consent being required, to assign this Contract
to entities controlled by, controlling or in common control with Buyer. The terms
"Buyer", "Seller ", and "Broker" (if any) may be singular or plural. This Contract is
binding upon Buyer, Seller, and their heirs, personal representatives and successors.
28. 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.
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29. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in
conflict with them.
30. BROKER REPRESENTATION
Seller is not represented by a Licensed Real Estate Broker. If Buyer chooses to enlist
the services of a Licensed Real Estate Broker, Buyer shall be responsible for any
Broker fee or expense due to said Broker.
31. EFFECT OF PARTIAL INVALIDITY
The invalidity of any provision of this contract will not and shall not be deemed to affect
the validity of any other provision. In the event that any provision of this contract is held
to be invalid, the parties agree that the remaining provisions shall be deemed to be in
full force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.
32. 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.
33. 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.
34. EXHIBITS ATTACHED
Exhibit "A" (Development Rendering) Exhibit "B" (Special Warranty Deed) Exhibit "C"
(Legal Description of Adjacent Property) are attached hereto and made a part of this
contract.
35. 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.
Page 9 of 13
36. NON - WAIVER
A delay in exercising, or failure to exercise, any right or remedy under this Agreement
does not constitute a waiver of such or other rights or remedies and does not operate
to prevent the exercise or enforcement of any such right or remedy. No single or partial
exercise of any right or remedy under this Agreement prevents further exercise of such
or other rights or remedies. The rights, powers and remedies provided in this
Agreement are cumulative and not exclusive of any rights and remedies provided by
law.
37. EFFECTIVE DATE
The Effective Date shall mean the last date that this Agreement is fully signed by Seller
and Buyer.
Countersigned:
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George N. Cretekos, Mayor
Approved as to form:
Laura Lipowski Mahony
Assistant City Attorney
Date:
SELLER:
CITY OF CLEARWATER, FLORIDA
By: /V ci-d u- /.4A, S.
William B. Horne 11
City Manager
Attest:
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Rosemarie Call " b
City Clerk
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BUYER
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Page 10 of 13
EXHIBIT A
PROPOSED REDEVELOPMENT PROJECT
Page 11 of 13
-PLAN
dLt k.
E I N JE RIORS
Exterior Perspective
Devon Drive Garage
Clearwater Beach, Florida
SCALE: 1"=40' CD
004
15 July 2015
EXHIBIT B
SPECIAL WARRANTY DEED
Page 12 of 13
THIS INSTRUMENT DRAFTED BY:
WHEN RECORDED RETURN TO:
Quarles & Brady LLP
411 E. Wisconsin Avenue, Suite 2400
Milwaukee, WI 53202
Attn: Mary Neese Fertl, Esq.
MAIL TAX STATEMENT TO:
Decade Sea Captain, LLC
13555 Bishops Court, Suite 345
Brookfield, WI 53005
Assessor's Parcel No:
i
SPECIAL WARRANTY DEED
THIS INDENTURE made this day of , 2015, by and between
the CITY OF CLEARWATER, FLORIDA, a municipal corporation of the State of Florida
whose mailing address is 112 South Osceola Avenue, Clearwater, Florida 33756, party of the
first part or City of Clearwater, and the DECADE SEA CAPTAIN LLC, a limited liability
company authorized to conduct business in the State of Florida, whose mailing address is 13555
Bishops Court, Suite 345, Brookfield, Wisconsin 53005, party of the second part.
WITNESSETH, that the party of the first part, for and in consideration of the sum of
Ten Dollars ($10.00) and other good and valuable consideration, to it in hand paid by said party
of the second part, the receipt and sufficiency of which is hereby acknowledged, has granted,
bargained, sold, released, conveyed and confirmed unto the party of the second part, and to its
successors and assigns forever, all of the following piece, parcel, lot or tract of land, situate,
lying and being in the County of Pinellas and State of Florida, and described more particularly as
follows, to wit:
Lot 1, less the West 110 feet thereof, Block B, COLUMBIA SUBDIVISION,
according to the map or plat thereof recorded in Plat Book 23, Page 60, Public
Records of Pinellas County, Florida (herein, the "Property ")
TOGETHER WITH all and singular the tenements, hereditaments, rights, privileges,
and appurtenances thereunto belonging or appertaining, and every right, title or interest, legal or
equitable, of the said party of the first part in and to the same subject to the restrictions herein.
QB\33209321.4
The party of the first part hereby covenants with the party of the second part that the
party of the first part is lawfully seized of the Property in fee simple; that party of the first part
has good right and lawful authority to sell and convey the Property, and hereby warrants the title
to the Property and defend the same against the claims of all persons arising by, through or under
the party of the first part, and that the Property is free from all encumbrances, other than those
restrictions expressly provided for herein.
The property hereby conveyed is to be assembled with contiguous property for the
purpose of constructing a redevelopment project including a parking garage as described in that
certain Contract (the "Contract ") for Sale of Real Property by the City of Clearwater, Florida
between the party of the first part and party of the second part (the "Proposed Redevelopment
Project "). If vertical construction of the Proposed Redevelopment Project does not commence
within two (2) years of the later of (a) the date hereof or (b) the Approvals Date as defined in the
Contract or (c) notwithstanding (a) and (b), if vertical construction of the Proposed
Redevelopment Project does not commence within three (3) years from the effective date of the
Contract ( "Construction Commencement Period "), the City of Clearwater shall have the option,
at its sole discretion, to elect within one hundred twenty (120) days after the expiration of said
Construction Commencement Period, to re- purchase the property hereby conveyed for Four
Hundred Twenty -Five Thousand Ten and 00 /100 Dollars ($425,010.00). It is acknowledged and
agreed that the party of the first part does not guaranty that the Approvals will be obtained.
Subject to standard closing procedures, the party of the second part shall re- convey the Property
upon written demand (provided that timely written demand is delivered by the City of Clearwater
to the party of the second part within said one hundred twenty (120) day period) and payment by
the City of Clearwater, which re- purchase shall be closed within sixty (60) days of the party of
the second part's receipt of the City of Clearwater's written notice electing to re- purchase the
Property. The party of the second part hereby acknowledges and agrees that its failure to
commence vertical construction within the Construction Commencement period will result in
irreparable damages or injury for which there is no adequate remedy at law. Therefore, should
the party of the second part fail to commence vertical construction of the Proposed
Redevelopment Project as required herein within the Construction Commencement Period set
forth herein and the City of Clearwater has delivered to the party of the second part written
notice electing to re- purchase the Property within one hundred twenty (120) days after the
expiration of said Construction Commencement Period, the party of the second part
acknowledges and agrees that the City of Clearwater may immediately seek enforcement of this
provision by means of specific performance, injunction, or other equitable relief without the
requirement to post bond or other security. Notwithstanding any provision to the contrary, in the
event the City of Clearwater does not elect by written notice delivered to the party of the second
part on or before one hundred twenty (120) days after the expiration of said Construction
Commencement Period to so re- purchase the Property, then the re- purchase right of the City of
Clearwater shall terminate and the City of Clearwater shall have no further right to re- purchase
the Property. It is the express intent of the parties that the terms and conditions contained in this
paragraph shall survive delivery of the deed.
The party of the second part, its successors and assigns covenant to maintain, in
perpetuity, a minimum of twenty -four (24) parking spaces on the conveyed parcel exclusively
available for use by the general public at market -based rates that are commensurate with rates for
comparable beachfront, covered parking structures in Florida resort areas ( "Public Parking ").
QB \33209321.4
Said Public Parking spaces shall be located on the ground floor and shall be the first available
parking spaces upon entering the parking garage. This requirement shall remain in full force and
effect at all times other than during activities such as construction, maintenance, reconstruction
or other activities whereby public safety may be compromised. It is acknowledged and agreed
that the party of the second part's failure to provide the Public Parking as required herein, will
cause the City of Clearwater to incur substantial economic damages and losses of types and in
amounts which are impossible to compute and ascertain with certainty as a basis for recovery by
the City of Clearwater of actual damages, and that liquidated damages represent a fair,
reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages, the party of
the second part agrees that liquidated damages may be assessed and recovered by the City of
Clearwater as against the party of the second part in the event the party of the second part fails to
provide the Public Parking in perpetuity, subject however to the provisions of this paragraph.
The City of Clearwater shall not be required to present any evidence of the amount or character
of actual damages sustained by reason thereof, therefore, the party of the second part shall be
liable to the City of Clearwater for payment of liquidated damages in the amount of Seven
Hundred Fifty Dollars ($750.00) for each day that the Public Parking is not provided, as adjusted
for the periods set forth herein. Such liquidated damages are intended to represent estimated
actual damages and are not intended as a penalty.
TO HAVE AND TO HOLD, the same unto the said party of the second part, its heirs
and assigns, to its own proper use, benefit and behoof forever.
IN WITNESS WHEREOF, the said party of the first part has caused these presents to
be executed in its name, and its corporate seal to be hereunto affixed, by its proper officers
thereunto duly authorized, the day and year first above written.
Countersigned: CITY OF CLEARWATER, FLORIDA
By:
George N. Cretekos, Mayor William B. Horne, II, City Manager
Approved as to form Attest:
Laura Lipowski Mahony, City Attorney Rosemarie Call, City Clerk
STATE OF FLORIDA
: ss
COUNTY OF PINELLAS :
BEFORE ME, the undersigned, personally appeared George N. Cretekos, the Mayor of
the City of Clearwater, Florida, who executed the foregoing instrument and acknowledged the
execution thereof to be his free act and deed for the use and purposes herein set forth, and who is
personally known to me.
WITNESS my hand and official seal this day of 2015.
QB\33209321.4
Notary Public — State of Florida
Print/type name:
STATE OF FLORIDA
: ss
COUNTY OF PINELLAS :
BEFORE ME, the undersigned, personally appeared William B. Horne, II, the City
Manager of the City of Clearwater, Florida, who executed the foregoing instrument and
acknowledged the execution thereof to be his free act and deed for the use and purposes herein
set forth, and who is personally known to me.
WITNESS my hand and official seal this day of 2015.
Notary Public — State of Florida
Print/type name:
QB \33209321.4
EXHIBIT C
ADJACENT PROPERTY
The North 100 feet of the West 110 feet of Lot 1, Block B, COLUMBIA SUBDIVISION,
according to the map or plat thereof as recorded in Plat Book 23, Page 60, Public
Records of Pinellas County, Florida.
35 Devon Drive
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