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MOUNT CARMEL COMMUNITY DEVELOPMENT CORPORATION OF CLEARWATER, INCORPORATED It l' CONTRACT 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 "Seller" or "City"), P. O. Box 4748, Clearwater, Florida 33758-4748, and MT. CARMEL COMMUNITY DEVELOPMENT CORPORATION OF CLEARWATER, INC., a Florida nonprofit corporation (herein "Buyer"), 1014 Pennsylvania Avenue, Clearwater, FI. 33755, (collectively "Parties"), hereby agree that the Seller shall sell and Buyer shall buy the following real property ("Real Property") and personal property, if any ("Personalty") (collectively "Property") upon the following terms and conditions. THE "EFFECTIVE DATE" OF THIS CONTRACT IS THE DATE OF EXECUTION BY DULY AUTHORIZED CITY OFFICIALS. TIME IS OF THE ESSENCE IN THIS CONTRACT. Time periods of 5 days or less shall be computed without including Saturday, Sunday, or national legal holidays and any time period ending on a Saturday, Sunday or national legal holiday shall be extended until 5:00 P.M. of the next business day. 1. PROPFRTV DESCRIPTION /O~~q~/.Y-33fq?-OOO ~OC7D LEGAL DESCRIPTION: GREENWOOD MANOR, South % of Lot 6 and all of Lot 7, as recorded in Plat Book 21, Page 65, public records of Pinellas County, Florida STREET ADDRESS: 1015 LaSalle Street, Clearwater, Fl. 33755 PERSONALTY: NONE (vacant property) 2. FULL PURCHASF PRICF ................................... .......... ... .................................................$ 18,000.00 3. MANNER OF PAYMENT Purchase price to be paid at closing in U.S. funds, cash, certified or cashier's check, subject to adjustments and prorations........................................................$ 18,000.00 4. TIME FOR ACCEPTANCE 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 Earl Barrett, Real Estate Services Manager of the City of Clearwater for acceptance and approval or rejection by action of the Clearwater City Commission ("Commission"). If this agreement is accepted and approved by the Commission, it will be executed by duly authorized City officials and delivered to Buyer within 10 days thereafter. If this contract is rejected by the Commission upon initial presentation to the Commission, this contract shall be null and void in all respects and Buyer shall be so informed in writing within 5 days of such action. 5. IlILE Seller shall convey marketable title to the Property by SPECIAL WARRANTY DEED, subject only to matters contained in Paragraph 7 and those otherwise accepted by Buyer. Otherwise title shall be free of liens and encumbrances of record or known to Seller, but subject to property taxes for the year of closing, if any; covenants, restrictions and public utility easements of record; and (other matters which title will be subject): blo Other!;; provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property for residential purposes. 6. TITI E FVIDENCE Buyer may, at Buyer expense and within-1JL days prior to closing date obtain a title insurance commitment issued by a Florida licensed title insurer agreeing to liens, encumbrances, exceptions or qualifications set forth in this Contract, and those which shall be discharged by Seller at or before closing. Seller shall convey a marketable title subject only to liens, encumbrances, exceptions or qualifications set forth in this Contract. Marketable title shall be determined according to applicable Title Standards adopted by The Florida Bar and in accordance with law. Buyer shall have 5 days to examine title evidence following receipt. If title is found defective, Buyer shall, within 3 days thereafter, notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable, Seller will have 120 days from receipt of notice within which to remove the defect(s), failing which Buyer shall have the option of either accepting the title as it then is or withdrawing from this Contract. U:\CITY SELLS\MT CARMEL COC CONT 0204.doc 1 I' /J r (/J !"". r /'( ..' I.:~I ~ () ~--~ ,... ;;-r Seller will, if title is found unmarketable, make diligent effort to correct defect(s) in title within the time provided therefore, including the bringing of necessary suits. 7. CERTAIN RIGHTS RESERVED As required by Section 270.11, Florida Statutes, the Seller reserves unto itself and its successors an undivided three-fourths (3/4) interest in, and title in and to an undivided three-fourths (3/4) interest in, all the phosphate, minerals, and metals that are or may be in, on or under the real property described herein, and an undivided one- half (1/2) interest in all the petroleum that is or may be in, on, or under said property with the privilege to mine and develop the same. If the real property being conveyed hereunder is less than 20 contiguous acres, is presently developed and/or there exists future development plans, and there is little likelihood of the presence of any of the minerals or petroleum contemplated by Section 270 11, Florida Statutes, in all such instances the City expressly releases the above described rights 8. SURVEY Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may have Real Property surveyed and certified to the Buyer, Seller and closing agent by a registered Florida land surveyor. If survey shows any encroachment on Real Property, or that improvements located on Real Property encroach on setback lines, easements, lands of others, or violate any restrictions, contract covenants or applicable governmental regulation, the same shall constitute a title defect. 9. CLOSING PLACE AND DATE Buyer shall designate closing agent and this transaction shall be closed in the offices of the designated closing agent in PinellasCounty, Florida, on or before 30 day~ following the "Effective Date", unless extended by other provisions of this contract. If either party is unable to comply with any provision of this contract within the time allowed, and be prepared to close as set forth above, after making all reasonable and diligent efforts to comply, then upon giving written notice to the other party, time of closing may be extended up to --3D-days without effect upon any other term, covenant or condition contained in this contract. 10. CLOSING DOCUMENTS Seller shall furnish deed, owner lien affidavit, and corrective instruments as applicable to this transaction. Buyer shall furnish closing statement. 11. ClOSING EXPENSES Recordation of the deed and Documentary stamps on the deed, unless this transaction is exempt under Chapter 201.24, Florida Statutes, shall be paid by the Buyer. Seller shall pay the costs of recording any corrective instruments. 12. PRORATIONS; CREDITS If there should exist any taxes, assessments, rent and other revenue specific to the Property, all of such expenses and revenue shall be prorated through the day before closing. If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year shall be used with due allowance being made for improvements and exemptions. Assessments for any improvements that are substantially complete at time of closing shall be paid in full by Seller. 13. 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 grounds in a comparable condition. Seller makes no warranties other than as disclosed herein in Paragraph 15 ("SELLER WARRANTIES") and marketability of title. 14. SELLER HELD HARMLESS Buyer agrees to indemnify and hold harmless the Seller without limitation from any losses, damages, costs, including attorney's fees, claims of injury to or death of any person(s), any damage to property of Buyer, or the Property, and from and against any and every liability to any person arising from Buyer conduct of survey and related work performed pursuant to Paragraph 9 above. 15. 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: NONE KNOWN. U:\CITY SELLS\MT CARMEL CDC CO NT 0204.doc 2 ,. .. 16. PROCEEDS OF SALF; 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. 17. DEFAULT If Buyer fails to perform this contract within the time specified, Seller, at Seller option, may proceed in equity to enforce Seller's rights under this contract. If, for any reason other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails, neglects or refuses to perform this contract, the Buyer may seek specific performance or elect to receive the return of Buyer deposit(s), if any, without thereby waiving any action for damages resulting from Seller's breach. 18. RADON GAS NOTIFICATION 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. 19. CONTRACT NOT RFCORDABLE; 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. 20. 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. 21. ASSIGNABiliTY; PERSONS ROUND This contract is nm 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). 22. 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. 23. NO BROKER Seller and Buyer represent and agree they have dealt with no Broker or finder in connection with the transactions contemplated hereby. Seller and Buyer further agree to indemnify the other from any damage, liability or expense either may suffer as a result of any claim of a Broker or finder with whom it is determined that the other party has dealt with in contravention of this agreement; except, however, that total City obligations under this provision shall be subject to the limits and restrictions of the Florida sovereign immunity statute, F.S. 768.28. U:\CITY SELLS\MT CARMEL COC CO NT 0204.doc 3 .. " 24. TYPEWRITTEN OR HANDWRITTEN PROVISIONS Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them. 25. EFFECT OF PARTIAL INVALIDITY The invalidity of any provision of this contract will not and shall not be deemed to effect the validity of any other provision. In the event that any provision of this contract is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 26. 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. 27. 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. 28. SPECIAL CLAUSES Buyer covenants and affirms to Seller that Buyer meets all of the Special Bid Requirements appended hereto as EXHIBIT "A", same having been attached to and a part of Advertisement For Bid 08-04, and shall fully comply with all of its post-closing requirements. Seller acknowledges that it is in receipt of and has reviewed and accepted Buyer's organizational and financial records as meeting the threshold criteria and that Buyer's response to Invitation For Bid No. 08-04 complies with all provisions contained therein. 29. MERGER BY DEED All covenants, warranties, and representations contained herein shall merge with the deed at time of closing, except as specifically excluded elsewhere in this agreement. Upon delivery of deed by the City, and acceptance thereof by Buyer, the Buyer shall hold the City forever harmless thereafter. 30. 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 condition 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. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN APPROPRIATE PROFESSIONAL FOR LEGAL, TAX, ENVIRONMENTAL AND OTHER SPECIALIZED ADVICE PRIOR TO SIGNING. Date: j~" / , 2004 MT. CARMEL COMMUNITY DEVELOPMENT CORPORATION OF CLEARWATER, INC. ,hI. ~ Valerie Mathew , Secretary By: 1l~ ( tP , Maurice E. Mickens, President Attest: U:\CITY SELLS\MT CARMEL COC CO NT 0204.doc 4 11\ ,. "t H .~, '-' City Signatories: Sale & Purchase Contract RE: GREENWOOD MANOR, S Y:z of Lot 6 and all of Lot 7 Buyer: Mt. Carmel CDC of Clearwater, Inc. APPROVED AND ACCEPTED THIS d.IPdayof 9.h1Z ,2004. Countersigned: CITY OF CLEARWATER, FLORIDA By: ~;J1b.-- ~. i/,.~-r William B. Horne, II, City Manager Approved as to form: ATTEST: ~ ~,aJL ~0wL fV Cyn ia --:- Goudeau: City Clerk - - Laura Lipowski, Assistant City Attorney U:\CITY SELLS\MT CARMEL COC CONT 0204.doc 5 : I EXHIBIT "A" SPECIAL BID REQUIREMENTS "Greenwood Manor Lot Sales - Declaration of Surplus Property" 1. Developer must be a Florida non-profit corporation in good standing with the State and specializing in housing and community development. 2. Developer must plan to develop the property for elderly rental housing. 3. Development team must have the ability to screen potential rental tenants to ensure they are eligible for state and federal assistance in the event that the developer will use such funding. 4. Developer must be prepared to begin construction no later than July 1, 2004, and in the event that State and Federal funds are used in the project, should complete the project not later than December 31, 2005. , A. U. S. DEPARTMENT OF HOUSINGAND URBAN DEVELOPMENT SETTLEMENT STATEMENT B. TYPE OF LOAN America Title, LLC 1248 Seven Springs Blvd., Suite C New Port Richey, Florida 34655 727-376-8290 fax: 727-372-2942 I. 0 FHA 2. 0 FMHA 3. 0 CONV. UNINS. 4. OVA S. OCONV. INS. 6. File Number; 7. Loan Number; A040596 8. Mongage Ins. Case No.: C. NOTE: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked (p.o.c.) were paid outside the closing. They are shown here for informational purposes and are not included in the totals. -------- Mt. Carmel Community Development Corporationof Clearwater, Inc. D. Borrower: 1014 Pennsylvania Ave. Clearwater, Fl. 33755 ~_________ City of Clearwater, Florida a Municipal Corporation of the State of Florida and Susie Ellis and Bessie Edwards and Lula May Williams 112 S. Osceola Ave. Clearwater, Fl. 33756 E. Seller: F. Lender: G. Property: H. Settlement Agent: Place of Settlement: I. Settlement Date: 1015 LaSalle St. Clearwater, Pinellas County, Florida 33755 America Title, LLC 1248 Seven Springs Blvd., Suite C, New Port Richey, Florida 34655 Pasco County August 20, 2004 ----. J. Summary of Borrower's Transaction K. Summary of Seller's Transaction 100. Gross Amount Due From Borrower: 400. Gross Amount Due To Seller: 101. Contract Sales Price 18,000.00 401. Contract Sales Price 102. Pe~sonal Property 402. Personal Property -._-- 103. Settlement Charges to Borr~~er (line 1400) 464.50 403. Adjustments for Items Paid by Seller in Advance: Adjustments for Items Paid by Seller in Advan 106. City / Town Taxes 406. City / Town Taxes 107. County / Parish Taxes 407. County / Parish Taxes 108.. Assessments 408. Assessments ~_.- 120. Gross Amount Due from Borrower: 18,464.50 420. Gross Amount Due to Seller: --.-- --,-.--. 200. Amounts Paid by or in Behalf of Borrower: 500. Reductions in Amount Due to Seller: 201. Deposit / Earnest Money 501. Excess Deposit (~e instructions) 202. Principal Amount of New Loan 502. Settlement Charges to Seller (Line 1400) 203...:.....Exis!ing Loan(s) 503. Existing Loan(s) "--'---. 204. 504. Payoff of First Mortgage to ----"-- 205. 505. Payoff of Second Mortgage to -~-"-----..-. 206. 506. Purchase Money Mortgage to Adjustments for Items Unpaid by Seller: Adjustments for Items Unpaid by Seller: -----.. --- _on- 210. City / Town Taxes 510. City / Town Taxes 211. County / Parish Taxes 511. County / Parish Taxes __m 212. Assessments 512. Assessments ------ 220. Total Paid by / for Borrower: 0.00 520. Total Reductions in Amount Due Seller: -- 300. Cash at Settlement from / to Borrower: 600. Cash at Settlement to / from Seller: ----~---- Gross Amount due from Borrower (line ___}_~,Q9_Q.00_ ce: __1 ~,~~~~_~O 0.00 301. 120) Less Amount Paid by/for Borrower (line 302. 220) 18,464.50! 601. Gross Amount due to Seller (hne 420) Less Reductions Amount due Seller (line 0.00 602. 520) 18,000.00 0.00 303. Cash From Borrower: $18,464.50 603. Cash To Seller: $18,000.00 ~ HUD-1 April 2003 August 18, 2004 I :07 PM OMB No. 2502-0265 RESPA handbook 4305.2 ~ ~ S~ttlement Date:August 20,2004 File Number: A040596 L. Settlement Charges --- 700. Total Sales / Broker's Commission: Paid from Based on Price $18,000.00 Borrower's Division of Commission as follows Funds 701. at 702. Settlement 703. Commission Paid at Settlement 800. Items Payable in Connection with Loan: -- 801. Loan Origination Fee -~- 802. Loan Discount --- - 803. Appraisal Fee 804. Credit Report 805. Lender's Inspection Fee -~-- 806. Mortgage Insurance Application Fee 807. Assumption Fee 808. Tax Service -~._,._- 809. Flood Certification f-------- 810. Document Preparation Fee 811. Processing Fee _u____ 812. Underwriting Fee ---.--- 900. Items Required by Lender to be Paid in Advance: _.__n___ 901. Interest from Aug 20,2004 @ 0.0000 / day -- 902. Mortgage Insurance Premium ---..- 903. Hazard Insurance Premium 904. Flood Insurance Premium ---- ------ 1000. Reserves Deposited with Lender: ---------..--.. 1001. Hazard Insurance __n.__.______. 1002. Mortgage Insurance -.-.... 1003. City Property Taxes 1004. County Property Taxes ~_._-_. 1005. Annual Assessments --- ----- "-_. --- .n...<____ - 1100. Title Charees: -.----- 1101. Settlement or Closing Fee to America Title, LLC - 50.00 - 11 02. Ab~tract or Title Search to First American Title Insurance Company --- 75.00 -- 1103. Title Examination to America Title, LLC 75.00 1104. Title Insurance Binder -- 1105. Courier/Shipping Fees ----- 1106. Wiring Fee ~--- 1107. Release inc. admin services ..-.--.-..-- (includes above item numbers: ---~_._----,- 1108. Title Insurance to America Title, LLC 103.50 (includes above item numbers: 1109. Lender's Coverage 0.00 Risk Premium 0.00 1110. Owner's Coverage 18,000.00 Risk Premium 103.50 1111. FI. Form 9 Endorsement ---'- "--------.--. 1112. Alta 8.1 Endorsement _~.__. _n___ 1113. Scanning/Warehouse Fee to First American Title Insurance Company --- --~.- 25.00 1114. ----.---,--<.- 1115. -- 1116. .--- -----------," 1200. Government Recording and Transfer Charges: --_.-- 1201. Recording Fees: Deed 10.00 Mortgage 0.00 Releases 0.00 10.00 1202. City/County Deed 0.00 Mortgage 0.00 tax/stamps: 1203. State tax/stamps: Deed 126.00 Mortgage 0.00 126.00 1204. Intangible Tax to Clerk ofthe Circuit Court + -..... 1205. .--.-------. ------ ---.-. 1300. Additional Settlement Charges: . ------_.-... 1301. Survey 1302. Pest Inspection --- __m..__.. 1303. Courier Fee ..--.---- 1304. Wiring Fee __"_'~___nu -- -.--"- 1400. Total Settlement Charges (Enter on line 103, Section J and line 502, Section K) $464.50 .---.- - - -.----.---,-.-. Paid from Seller's Funds at Settlement $0.00 HUD-l April 2003 August 18, 2004 I :07 PM OMB No. 2502-0265 RESPA handbook 4305.2 ....... r ' Seltlement Date:August 20,2004 File Number: A040596 A. U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT SETTLEMENT STATEMENT America Title, LLC 1248 Seven Springs Blvd., Suite C New Port Richey, Florida 34655 727-376-8290 fax: 727-372-2942 I have carefully reviewed the HUD-I Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certifY that I have received a copy ofHUD-1 Settlement Statement. Seller: tionof Clearwater, City ofClea The HUD-I Settlement Statement which I have prepared is a true and accurate account of this transaction. I have caused or will cause the funds to be disbursed in accordance with this statement. Settlement Agent: Date: August 20, 2004 File No.: A040596 Janet M. Walsh WARNING: It is a crime to knowingly make false statements to the United States on this or any other similar form. Penalties upon conviction can include a fine or imprisonment. For details see: Title 18 U.S. Code Section 1001 and Section 1010. HUD-l April 2003 August 18, 2004 I :07 PM OMB No. 2502-0265 RESPA handbook 4305.2