14-28RESOLUTION NO. 14 -28
A RESOLUTION OF THE CITY OF CLEARWATER,
FLORIDA, AUTHORIZING THE TRANSFER OF CERTAIN
CITY -OWNED PROPERTY, AS MORE PARTICULARLY
DESCRIBED HEREIN, TO THE COMMUNITY
REDEVELOPMENT AGENCY VIA SPECIAL WARRANTY
DEED IN THE FORM ATTACHED HERETO; AND
AUTHORIZING APPROPRIATE OFFICIALS TO EXECUTE
SAID WARRANTY DEED; PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City and CRA's redevelopment strategy emphasizes the creation
of a significant residential concentration in and around the downtown core, to create the
support for a retail and recreation destination environment in the Cleveland Street
District. In addition, the City's Economic Development Strategic Plan calls for the
growth /support of employment opportunities as part of the CRA's Technology District
and its software /information technology industry cluster. The CRA views the
development of the Cleveland Street and Prospect Lake Park site as a major
opportunity to further these strategies by adding a mixed -use project that activates the
street and creates living opportunities for the District's workforce; and
WHEREAS, the CRA released a Request for Proposals /Qualifications (RFP /Q)
12 -13 on February 19, 2013 with the goal of selecting a qualified Development Team to
successfully develop the 5.91 + /- acre site located on Cleveland Street and Prospect
Avenue in Downtown Clearwater, one block east of the Downtown Core; and
WHEREAS, the successful proposal was submitted by Prospect Park
Development, LLC (Developer). The proposal consists of 257 market -rate rental
dwelling units and up to 24,000 sq. ft. of allowable ground floor retail. Approximately 7 of
these units will be Live/Work units fronting Cleveland Street, which will be composed of
a retail /office space and a residential component. The project will have 300 parking
spaces and approximately 10,000 sq. ft. of accessory uses (exercise area, leasing
office, and business center); and
WHEREAS, on June 10, 2014, the CRA and the Developer entered into the
Agreement for Development and Purchase and Sale of Property (Development
Agreement). The Development Agreement requires that the CRA is, or will be, the
owner of the project site by the closing date. The City owns approximately 77,834
square feet of property (City Parcel) within the project site. The CRA owns
approximately 3,829 square feet of property (CRA Parcel) that it will no longer need
following the transfer of property to the Developer. The CRA Parcel is not located within
the project site and is adjacent to City -owned property. The proposed Exchange
Agreement stipulates that the City will transfer the City Parcel to the CRA and the CRA
will transfer the CRA Parcel to the City; and
Resolution No. 14 -28
WHEREAS, the City Parcel was acquired by the City with assistance of a grant
from the United States Department of Housing and Urban Development (HUD). HUD
will be reimbursed for a portion of this grant to remove any grant - related restrictions
from the City Parcel. The reimbursement amount has not been determined, however,
will not exceed $301,303 and will be confirmed by HUD after closing of the sale of the
Prospect Lake Park development site. The CRA will transfer the appropriate amount to
the City from these sales proceeds as compensation for the land transfer. The City will
then provide reimbursement to HUD; and
WHEREAS, the Developer's Title Company requires that the Warranty Deed for
the property being conveyed to the CRA include a Resolution of the City of Clearwater
authorizing such sale or transfer; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CLEARWATER, FLORIDA:
Section 1. The transfer to the City of Clearwater Community Redevelopment
Agency of the city -owned property described in the Special Warranty Deed attached
hereto as Exhibit A, is hereby authorized and approved.
Section 2. The Mayor and City Manager are authorized to execute said Special
Warranty Deed, with the City Clerk attesting thereto.
Section 3. By executing this resolution, the City Attorney hereby certifies the
proper adoption of this Resolution by the governing body of the City of Clearwater.
Section 4. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 7th day of August, 2014.
Approved as to form:
it- A
Pamela K. Akin
City Attorney
— CL? '\er\Cr C rt QJ
George N. Cretekos
Mayor
Attest:
LILO' / -)
Rosemarie CaII
City Clerk
2 Resolution No. 14 -28
AGREEMENT FOR EXCHANGE OF REAL PROPERTY
THIS AGREEMENT is made and entered into the day of 2014
by and between the CITY OF CLEARWATER, FLORIDA, hereinafter referred to as "City ", and the
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, hereinafter referred to as
"CRA ", (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 the CRA by
Special Warranty Deed fee simple title in and to that certain real property more specifically described in
EXHIBIT "A ", hereafter "City Parcel ". The CRA shall convey to the City by Special Warranty Deed fee simple
title in and to that certain real property more specifically described in EXHIBIT "B ", hereafter "CRA Parcel."
Collectively, the herein described parcels shall be referenced as the "Exchange Property".
2. PURCHASE PRICE:
a) It is mutually agreed that the CRA Parcel and a portion of the City Parcel were acquired at no cost to
the respective party through the vacation of dedicated right -of -way, are of equal value and will be
transferred in accordance with the terms herein at no cost to either party.
b) The remaining portion of the City Parcel was acquired with assistance of a grant awarded by the
United States Department of Housing and Urban Development (herein, "HUD "). The CRA will pay
the City an amount to be determined by HUD (herein, "HUD Reimbursement") to relieve the City
Parcel, in perpetuity, from any and all restrictions associated with the HUD grant. The property
transfer described herein is in compliance with provisions of Section 2.01(5)(d)(iii) of the City of
Clearwater Charter. The HUD Reimbursement shall not exceed Three Hundred One Thousand
Three Hundred Three and 00 /100 Dollars ($301,303.00) and shall constitute full and sufficient
consideration for the transfer of the interests described herein by and between the parties.
3. TIME FOR ACCEPTANCE/EFFECTIVE DATE: It is agreed by and between the parties
that the CRA 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 City
Council, duly authorized City officials shall execute it and an original counterpart shall be returned to the
CRA 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.
4. 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.
5. 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 7.
6. POSSESSION /OCCUPANCY: Each party represents that it has sole possession of the
property interests it proposes to exchange with the other and that each shall lawfully convey both possession
and the interests as above described at closing described in paragraph 8 below.
7. EVIDENCE OF TITLE: Following the exchange of property as described herein, the CRA
intends to sell the property to a private third party (herein, "Developer ") to develop the property in accordance
with that certain Agreement for Development and Purchase and Sale of Property Between the Community
Redevelopment Agency of the City of Clearwater and Prospect Park Development, LLC. In advance of the
CRA's sale of the property to the Developer, the CRA will, at its sole expense, obtain a title insurance
Exhibit A
commitment issued by a Florida licensed title insurer agreeing to issue the Developer, upon recording of the
instruments of conveyance, an owner's policy of title insurance in a sufficient amount that the Developer and
its title underwriter shall determine, insuring the Developer'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. If title is found defective, the City shall, in good faith, assist the CRA in clearing title to the
property.
8. CLOSING DOCUMENTS: Prior to closing, each party shall furnish to the other party copies
of all deeds, 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.
9. PLACE OF CLOSING: Closing shall be held in Pinellas County, Florida at a location agreed
to by the parties.
10. CLOSING EXPENSES: Except as the parties may be exempt under Chapter 201.24,
Florida Statutes, each shall pay the cost of documentary stamps and recording fees to record the conveying
instruments that 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.
11. RESTRICTIONS, EASEMENTS, LIMITATIONS: The parties shall take title to the respective
property interests described herein 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.
12. 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.
13. 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 Agreement in conflict therewith.
14. BROKERAGE COMMISSIONS: Each party represents to the other that no person or firm
has acted as broker in this transaction.
15. 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
Property other than marketability of title, including but not limited to the suitability of the properties for the
intended uses of the respective parties.
2
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. MISCELLANEOUS PROVISIONS: 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 any one or more of the
provisions contained in this Agreement shall for any reason be held to be 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.
22. 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 in person or 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:
William B. Horne, II, City Manager
City of Clearwater
P. O. Box 4748
Clearwater, FL 33758 -4748
3
FOR THE CRA:
Rod Irwin, Executive Director
Community Redevelopment Agency of the
City of Clearwater
112 South Osceola Avenue
Clearwater, Florida 33756
23. 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.
24. 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 Exchange of Real
Property the day and year first above written.
COMMUNITY REDEVELOPMENT AGENGY
OF THE CITY OF CLEARWATER, FLORIDA
By:
George N. Cretekos, Chairperson
Approved as to form: Attest
Pamela K. Akin, City Attorney Rosemarie Call, City Clerk
Countersigned: CITY OF CLEARWATER, FLORIDA
By:
George N. Cretekos, Mayor William B. Horne, 11, City Manager
Approved as to form: Attest:
Pamela K. Akin, City Attorney Rosemarie Call, City Clerk
4
scale 1" = loo'
This is not a survey
PROSPECT AVENUE
EXHIBIT "A"
Proposed Prospect Lake Development
Point of Commencement
SE Corner of Parcel 64 (P-64)
"Mediterranean Village in the Park"
Plat Book 125, Page 44.46
L4
L5
—Es
L7 L8
S89°42'36 "E
76.33'
Point of Beginning
L9
Previously Vacated Right -of -Way
Prospect Lake
S89°42'36 "E
63.71'
S89 °39'04 "E
139.15'
PARK STREET
Line
Direction
Length
Ll
N 89°
57'
44" W
21.42'
L2
S 00°
17'
21" W
25.71'
L3
N 53°
04'
15" W
27.08'
L4
S 23°
09'
10" E
4.77'
L5
N 66°
50'
50" E
10.99'
L6
S 89°
42'
36" E
4.30'
L7
S 23°
09'
10" E
32.70'
L8
N 00°
17'
24" E
26.04'
L9
S 89°
42'
36" E
46.67'
_.,I�IIalIIIIII�IIIIIh..
NORTH
889 °39'04 "E
150.00'
89. 39 04" " 86.83
PIERCE STREET
CITY OF CLEARWATER, FLORIDA
ENGINEERING DEPARTMENT
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EXHIBIT "A"
Legal Description:
Property to be deeded from the City of Clearwater to the CRA described as follows:
Commence at the Southeast corner of Parcel 64 (P -64) in "Mediterranean Village in the Park"
as recorded in Plat Book 125, Pages 44 -46, in the Public Records of Pinellas County, FI,
thence North 89° 57' 44" West, a distance of 21.42 feet; thence South 00° 17' 21" West, a
distance of 25.71 feet to a POINT OF BEGINNING; thence South 00° 17' 21" West, a distance
of 91.53 feet; thence South 89° 39' 04" East, a distance of 139.15 feet; thence
South 00° 04' 00" West, a distance of 119.20 feet; thence South 89° 39' 04" East, a distance
of 150.00 feet to a point on the West right —of —way line of Martin Luther King, Jr. Avenue;
thence South 00° 04' 00" West, along said West right —of —way line of Martin Luther King, Jr.
Avenue, a distance of 80.50 feet to the North right —of —way line of Pierce Street; thence
North 89° 39' 04" West, along said North right —of —way line of Pierce Street, a distance of
386.83 feet; thence North 05° 34' 56" West, a distance of 61.39 feet; thence
North 15° 56' 32" West, a distance of 122.03 feet; thence North 29° 12' 41" West, a distance
of 115.70 feet; thence North 53° 04' 15" West, a distance of 27.08 feet; thence
South 89° 42' 36" East, a distance of 76.33 feet; thence South 23° 09' 10" East, a distance
of 4.77 feet; thence North 66° 50' 50" East, a distance of 10.99 feet; thence
South 89° 42' 36" East, a distance of 4.30 feet; thence South 23° 09' 10" East, a distance
of 32.70 feet; thence South 89° 42' 36" East, a distance of 63.71 feet; thence
North 00° 17' 24" East, a distance of 26.04 feet; thence South 89° 42' 36" East, a distance
of46.67 feet to the POINT OF BEGINNING.
CITY OF CLEARWATER, FLORIDA
ENGINEERING DEPARTMENT
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6/25/14
Property to be deeded from
the City of Clearwater to
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