AGREEMENT FOR EXCHANGE OF REAL PROPERTY
AGREEMENT FOR EXCHANGE OF REAL PROPERTY
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THIS AGREEMENT is made and entered into the .J!:L day of ~'-f)W~(!v\~~~. , 2006
by and between the CITY OF CLEARWATER, FLORIDA, hereinafter referred to as "City", and
CLEARWATER NEIGHBORHOOD HOUSING SERVICES, INC., a Florida not-for-profit corporation, whose
mailing address is 608 North Garden Avenue, Clearwater, FL 22755, hereinafter referred to as "CNHS",
(collectively, "parties"), to mutually establish terms and conditions for the orderly exchange of equitable
interests in real property in Clearwater, Florida, as more specifically described hereafter.
WITNESSETH:
1. PROPERTY INTERESTS TO BE EXCHANGED: The City shall convey to CNHS by Special
Warranty Deed fee simple title in and to that certain real property more specifically described as PLAZA
PARK SUB, Block 0, Lot 6 and the West Half of vacated alley adjacent on the East, hereafter "City parcel".
CNHS shall convey to the City by Special Warranty Deed fee simple title in and to that certain real property
more specifically described as PINE CREST SUB, Block 2, Lot 7 and the South Half of the vacated alley
adjacent on the North, hereafter "CNHS parcel". Collectively, the herein described parcels shall be
referenced as the "exchange property".
2. PURCHASE PRICE: It is mutually agreed that the transfer of the City parcel to CNHS, in
compliance with provisions of Section 2.01 (5)(d)(iii) of the City of Clearwater Charter, and the transfer of the
CNHS parcel to the City shall constitute full and sufficient consideration for the transfer of the interests
described herein by and between the parties.
3. INSPECTION PERIOD: Each of the parties shall have 30 days after final execution of this
Agreement (Inspection Period) during which they shall have the right and opportunity to enter upon and
inspect the real property each shall receive in the contemplated property exchange, to undertake appraisals,
conduct inspections where appropriate, surveys, soil test borings, percolation tests, environmental audits,
radon tests and other subsurface tests, and any other studies, tests and examinations thereof as each party
may desire; provided, however, that (i) none of the foregoing shall cause any material injury to the property;
(ii) each party shall promptly repair any damage to the Property caused by the foregoing; (iii) each party shall
pay all costs and expenses incurred in connection with the foregoing; and indemnify and hold the other
harmless of and from all losses, costs, injuries, damages and liability of any kind arising out of or in
connection with each party's respective agents, employees, engineers and other personnel, the City being
limited in liability to the extent permitted by F.S. 768.28. Each party shall also have the right to undertake any
other due diligence it may deem necessary to determine whether the permitted uses of the Property are
acceptable for its intended purposes. On or before the end of the Inspection Period, if either party has
determined that the condition of the Property, its permitted uses, title, survey disclosures, or environmental
condition are not, in the sole discretion of the respective party, satisfactory to that party; then, in that event,
the party may elect to terminate this Agreement and neither party shall have any further liability hereunder.
If, at the end of the Inspection Period, neither party elects to terminate this Agreement, then each shall
convey the property interests described herein to the other, subject only to the inability of each to convey
rnarketable tit;e at Closing. Poll ~nspection Period costs shan be the sole responsibility of the party incurring
the costs.
4. TIME FOR ACCEPT ANCE/EFFECTIVE DATE: It is agreed by and between the parties that
CNHS shall first approve and execute this Agreement and deliver in original counterpart to the City's
designee. The City shall have 45 days following receipt thereof in which to agenda the Agreement for action
by the City Council at a regularly scheduled meeting. If this agreement is accepted and approved by the
Council, duly authorized City officials shall execute it and an original counterpart shall be returned to the
Board or its appropriate designee within 15 days thereafter. The date of Agreement ("Effective Date") shall
be the date the Agreement is executed by the City.
5. PROPERTY CONDITION: At time of closing, or as otherwise provided herein, the parties
shall deliver title to the respective properties being exchanged in their present "as is" condition, ordinary wear
and tear excepted.
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6. SURVEYS: Each party, at its option and expense, and within time allowed to deliver
evidence of title and to examine same, may contract services of a registered Florida land surveyor to perform
surveys of the property it will acquire in the exchange. All such surveys shall then be certified to both of the
respective parties, the closing agent and title insurance underwriter, if applicable. If the surveys reveal any
encroachments on the property the party will receive, or the property improvements encroach on the setback
lines, easements, lands of others, or violate any restrictions, contract covenants or applicable governmental
regulation, the same shall constitute a title defect and subject to remedy as provided in paragraph 8.
7. CLOSING PLACE & DATE: The City shall designate the closing agent and this transaction
shall be closed in the offices of the designated closing agent in Pinellas County, Florida, on or before 45
days following the Effective Date, unless extended by other provisions of this Agreement. If either party is
unable to comply with any provision of this Agreement 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 Agreement.
8. EVIDENCE OF TITLE: Within twenty (20) days following the Effective Date, each party may,
at its sole option and expense, obtain a title insurance commitment issued by a mutually acceptable Florida
licensed titie insurer agreeing to issue that party that upon recording or the instruments of conveyance, an
owner's policy of title insurance in a sufficient amount the respective party and its title underwriter shall
determine, insuring that party's good and marketable title to the property, subject only to those standard
exceptions appearing in the owner's title policy which, from the insured party's standpoint do not unduly
affect title, and those items which shall be discharged by the conveying party at or before closing. The party
securing title insurance shall have ten (10) days from date of receiving its title commitment to examine same.
If title Is found defective, the proposed insured shall, within five (5) days thereafter, notify the conveying party
in writing specifying defect(s), or the same shall be deemed to have been accepted by the party to be
insured. If said defects render title uninsurable, the conveying party will have 90 days from receipt of notice
within which to remove said defect(s), and if unsuccessful in removing the defects within that time, the
proposed insured shall have the option of either accepting the title as it is then, or both parties shall be
released of any and all further obligations under this Contract. However, the conveying party agrees that if
title is found to be uninsurable, it will use diligent effort to correct the defect(s) in title within the time provided.
9. CLOSING DOCUMENTS: Each party shall, through the mutually agreed upon closing
agent, furnish to the other party at least seven (7) days prior to closing, copies of all deeds, easement
instruments, affidavits, closing statements, and other documents which will be executed and delivered by the
respective parties at closing, which documents shall be subject to the reasonable approval of each party's
legal counsel.
10. PLACE OF CLOSING: Closing shall be held in Pinellas County, Florida at the office of the
designated closing agent as designated by the City.
11. CLOSING EXPENSES: Except as the parties may be exempt under Chapter 201.24,
Florida Statutes, each shaii pay the cost of documentary stamps and recOiding fees to record the conveying
instruments the it will receive at closing. The conveying party shall pay the costs of recording any corrective
instruments required to insure title to the receiving party.
12. TIME: Time is of the essence of this Agreement. Any reference herein to time periods of
less than six (6) days shall, in the computation thereof, exclude Saturdays, Sundays and legal holidays, and
any time period provided for herein which shall end on a Saturday, Sunday or legal holiday shall extend to
5:00 p.m. of the next full business day.
13. RESTRICTIONS, EASEMENTS, LIMITATIONS: The parties shall take title to the respective
property interests described subject to restrictions in matters appearing on the plat where applicable, public
utility easements of record, and taxes levied subsequent to delivery of possession, if such are levied due to
failure of either party to obtain their respective exemption.
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14. SUCCESSORS AND ASSIGNS: The covenants, provIsions and agreements herein
contained shall in every case be binding on and inure to the benefit of the parties hereto, respectively, and
their respective successors and/or assigns.
15. SPECIAL ASSESSMENT LIENS: Certified, confirmed and ratified special assessment liens
as of date of closing (and not as of Effective Date) are to be paid by the conveying party. Pending liens as of
date of closing shall be assumed by the party receiving title; provided, however, that if work on the said
improvement has commenced as of Effective Date, such pending lien shall be considered as certified,
confirmed or ratified and the conveying party shall, at closing, be charged an amount equal to the last
estimate by the public body of assessment for the improvement.
16. OTHER AGREEMENTS: No prior or present agreements or representations shall be
binding upon either party unless included in this Agreement. No modification or change in this Agreement
shall be valid or binding upon the parties unless in writing and executed by the party or parties to be bound
thereby. Typewritten or handwritten provisions inserted herein or attached hereto as addenda shall control
all printed provisions of this Contract in conflict therewith.
17. RELATIONSHIP OF THE PARTIES: Nothing contained herein shall be deemed or
construed by the parties hereto, nor by any third party, as creating ihe relationship of principal and agent, or
a partnership or joint venture between the parties hereto, it being understood and agreed that neither the
method of computing the consideration value of the properties to be exchanged, nor any other provision
contained herein, nor any acts of the parties herein shall be deemed to create any relationship between the
parties hereto other than the relationship of Buyer and Seller as applicable to the property exchanged
18. BROKERAGE COMMISSIONS: Each party represents to the other that no person or firm
has acted as broker in this transaction. The parties hereby agree that if any claims for brokerage
commissions or fees are ever made against either party in connection with this transaction, all such claims
shall be handled and paid by the party whose actions is the basis for such claims for brokerage
commissions. The provisions of this section shall survive the closing and the delivery of the deed and other
related documents.
19. WARRANTIES AND REPRESENTATIONS:
A. The parties mutually represent each to the other that, to the best of their knowledge,
during the period of their respective ownership, that toxic chemicals, hazardous substances (including
hazardous wastes) or substances likely to infiltrate the soil or groundwater have not been spilled or buried on
the exchange property.
B. The parties represent and warrant each to the other that to the best of their knowledge,
none of the exchange property is in violation of any federal, state or local law, rule, ordinance or regulation
relating to hazardous substances or wastes, or to environmental conditions on, under or about the property,
including, but not limited to, soil and groundwater condition.
C. The parties represent and warrant each to the other that there is no pending or
threatened condemnation or similar proceeding affecting their respective property or any portion thereof, nor
have they any knowledge that any such action is presently contemplated by the parties.
D. The parties make no other representations to each other regarding the exchange
properties other than marketability of title, including but not limited to the suitability of the properties for the
intended uses of the respective parties.
20. RADON GAS DISCLOSURE: Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed
to it over time. Levels of Radon that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding Radon and Radon testing may be obtained from your county public
health unit.
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21. COMPLIANCE WITH LAWS: To each party's knowledge, each has complied with all
applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting their
respective exchange property. Performance of this Contract will not result in any breach of, or constitute any
default under, or result in the imposition of any lien or encumbrance upon the exchange property of either
party under any agreement or other instrument to which the respective party or property might be bound.
22. PENDING LITIGATION: The parties further covenant with each other that there are no legal
actions, suits or other legal or administrative proceedings affecting the exchange property or any portion
thereof, nor has either party knowledge that any such action is presently contemplated.
23. RISK OF LOSS: The risk of loss or damage to any of the exchange property by fire or
otherwise, until the delivery of the deed or conveyance, is assumed by the party in title.
24. DEFAULT: If either party fails to perform this Agreement within the time specified, other
than failure to render the title marketable after diligent effort, the other party, at its option, may proceed in
equity to enforce its rights under the Agreement or release all parties from all obligations hereunder; or the
injured party may seek specific performance without waiving any action for damages resulting from the
defaulting party's breach. Failure or refusal of either party to execute the deeds and other documents
required hereunder shall be deemed a default on the part of that party.
25. MISCELLANEOUS PROVISIONS:
(A) This Agreement may be executed in several counterparts, each constituting a duplicate
original, but all such counterparts constituting one and the same Agreement. Whenever the context hereof
shall so require, the singular shall include the plural, the male gender shall include the female gender and the
neuter, and vice versa. In case anyone or more of the provisions contained in this Agreement shall for any
reason be held to the invalid, illegal or unenforceable in any respect by a court of competent jurisdiction,
such invalidity, illegality or illegal or unenforceable provision shall not effect the validity of any other
provision, and the remaining provisions shall be deemed to be in full force and effect as if they had been
executed by the parties subsequent to the expungement of the invalid provision or provisions. The parties
hereby agree that each has played an equal part in the negotiations and drafting of this Agreement, and in
the event any ambiguities should be realized in the construction or interpretation of this Agreement, the result
of those ambiguities shall be equally assumed and realized by each of the parties to the Agreement. The
waiver of one or more defaults by any party to this Agreement shall not be deemed a waiver of any
subsequent default of that provision of the Agreement, or of a default under any other provision of this
Agreement.
(B) City agrees and covenants with CNHS that City shall cause to deliver to the City parcel a
reasonable amount of dirt fill from City stockpile that will allow ground elevation of the parcel to more closely
correspond to surrounding property and street elevations, but not in a quantity sufficient to elevate the parcel
above the surrounding property and streets. The City makes no warranty as to the quality or condition of the
fill. Delivery shall occur following closing of this transaction and upon telephone request by CNHS. CNHS
shall be responsible for all permitting as may be required, and proper spreading and compaction of the filL
26. NOTICES: Any notice to be given or to be served upon any party hereto, in connection with
this Agreement, must be in writing and may be given by certified mail, and shall be deemed to have been
given and received when a certified letter containing such notice, properly addressed, with postage prepaid,
is deposited in the United States mail; and, if given otherwise than by certified mail, it shall be deemed to
have been given when delivered to and received by the party to whom it is addressed. Such notices shall be
given to the parties hereto at the following address:
FOR THE CITY:
FOR CNHS:
William B. Horne, II
City Manager
City of Clearwater
P. O. Box 4748
Clearwater, FI. 33758-4748
Isay M. Gulley, President/CEO
Clearwater Neighborhood
Housing Services, Inc.
608 North Garden Avenue
Clearwater, Florida 33755
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27. MERGER BY DEED: All covenants, warranties and representations contained herein shall
merge with delivery and acceptance of the deeds and other instruments of conveyance by the parties hereto.
Each shall hold the other forever harmless thereafter.
28. ENTIRE AGREEMENT: Upon execution by the parties, this Agreement shall constitute the
entire Agreement between the parties, and shall supercede 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.
IN WITNESS WHEREOF, and in acknowledgment of its approval by the respective governing bodies
of the parties, their duly authorized officials have hereunto executed this Agreement For The Exchange of
Real Property the day and year first above written.
WITNESS:
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CLEARWATER NEIGHBORHOOD
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Countersigned:
CITY ~LEARWATER, FLORIDA
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Frank V. Hibbard, Mayor
illiam B. Home, II, City Manager
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Approv~d as to form:
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Attest:
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