CLEARWATER NEIGHBORHOOD HOUSING SERVICES INCORPORATION
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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 CLEARWATER NEIGHBORHOOD
HOUSING SERVICES, INC., a Florida not-for-profit corporation, 608 North Garden Avenue, Clearwater, FI.
33755 (herein "Buyer"), (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. PROPERTY DESCRIPTION
LEGAL DESCRIPTION: PALM PARK, Block C, Lot 16, according to the map or plat thereof as recorded
in Plat Book H4, Page 86, and FAIRMONT SUB., Block G, Lots 6 & 7,
according to the map or plat thereof as recorded in Plat Book 9, Page 84,
all being in the Public Records of Pinellas County, FI.
STREET ADDRESSES: 900 LaSalle St., 1406 N. Madison Ave., 1134 Carlton St., Clearwater, FI.
PERSONALTY:
Vacant lots. No personalty to be conveyed
2. FULL PURCHASE PRICE .............................................................................................. $ 130,000 00
3. MANNER OF PAYMENT
Total consideration to be paid at closing in U.S. funds, cash, certified or
Cashier's check, subject to adjustments and prorations..............;.................................... $ 130,00000
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 Council ("Council"). 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 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.
5. IlILE
Seller shall convey marketable title to the Property by SPECIAL WARRANTY DEED, subject only to matters
contained in Paragraph 6 and those otherwise accepted by Buyer. 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): No Others
6. TITLE EVIDENCE
Buyer may, at Buyer expense and within at least 10 days prior to closing date obtain a title insurance
commitment issued by a Florida licensed title insurer agreeing to issue its title insurance policy subject only 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 10 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
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as it then is or withdrawing from this Contract. Seller will, if title is found unmarketable, make diligent effort to
correct defect(s) in title within the time provided therefore, including the bringing of necessary suits.
7. 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.
8. 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, on or before 90 days following 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 ....3O....-days without effect
upon any other term, covenant or condition contained in this contract.
9. CLOSING DOCUMENTS
Seller shall furnish deed, bill of sale, construction lien affidavit, assignments of leases, tenant estoppel letters,
and corrective instruments as applicable to this transaction. Buyer shall furnish closing statement.
10. 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.
11. 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. Any deposits heid by Seller in trust for third parti8s in occupancy of the
Property shall be credited to Buyer at time of closing. Assessments for any improvements that are substantially
complete at time of closing shall be paid in full by Seller.
12. 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 14 ("SELLER WARRANTIES") and marketability of title.
13. 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 7 above.
14. 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 affect Buyer's desire topul"cl1ase the property.
15. PROCEEDS OF SALE; CLOSING PROCEDURE
The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in escrow by Seller's
attorney or by such other mutually acceptable ~scrow 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
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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 shall be waived if
title agent insures adverse matters pursuant to Section 627.7841, F.S. (1987), as amended.
16. DEFAULT
If Buyer fails to close within the time specified (including payment of all deposit(s)), the deposit(s) paid by
Buyer may be retained by or for the account of Seller as agreed upon liquidated damages, consideration for the
execution of this contract and in full settlement of any claims; whereupon, Buyer and Seller shall be relieved of all
obligations 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) without thereby waiving any action for damages resulting from
Seller's breach. Seller does not waive any rights, claims. or action for damages resulting from Buyer's failure to
perform any other terms of this contract.
17. 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.
18. 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.
19. 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.
20. ASSIGNABILITY; PERSONS BOUND
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).
21. 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.
22. 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.
23. SPECIAL CLAUSES; TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Buyer acknowledges that precedent to development of this contract Buyer submitted BID RESPONSE FORM
(12-06) attached hereto as EXHIBIT "A", and that conditions cited therein are an integral part of this agreement
and by execution hereof agrees to timely comply with all of its provisions. Typewritten or handwritten provisions
shall control all printed provisions of contract in conflict with them.
24. 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
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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.
25. 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.
26. 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 written modifications hereof, and any initials or signature thereon shall be deemed an original.
27. MFRGER BY DEED
All covenants, warranties, and representations contained herein shall merge with the deed at time of closing,
except as may be 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.
28. ENTIRE AGREFMENT
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.
Dat":~ /:3
,2006
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Attest: ~ // :
Isay. . Gulley, Executive Director
CLl:ARWATER NEIGHBORHOOD
HOl}SING SERVICES, INC.
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APPROVED AND ACCEPTED THIS ~ day of B:~
,2006.
Countersigned:
CITY OF CLEARWATER, FLORIDA
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Frahk V. Hibbard, Mayor
By:~g.~-:tt
William B. Horne, II, City Manager
Approved as to form:
ATTEST:
Laura Lipowski, Assistant City Attorney
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EXHIBIT "A"
BID RESPONSE FORM (12 - 06}
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ITEM NO. QUANTITY PROPERTY DESCRIPTION
1. ONE #10/29/15/65718/003/0160
PALM PARK, Blk. C., Lot 16
2. ONE #10/29/15/26892/007/0060
FAIRMONT SUB., Blk. G, Lot 6
BID AMOUNTS
$ 'IS; f)(JtJ
$ 16; O(}{)
#10/29/15/26892/007/0070 f / f) I /J /7
FAIRMONT SUB., Blk. G, Lot 7 $ 7 u J Ouu
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TOTAL BID AMOUNT.......................... $ /I.~ 0()Ot}
PER SPECIFICATIONS & CRITERIA APP.LICABLE TO INVITATION FOR BID NO.
12-06: REQUIRED MINIMUM BID OF $40.000 FOR ITEM #1, AND REQUiRED
MINIMUM BID OF $36.000 EACH FOR ITEMS #2 & #3. SUCCESSFUL BIDDER(SJ
MUST COMMITT TO BUILD AFFORDABLE RESIDENTIAL HOUSING FOR
QUALIFIED BUYERS WITH HOUSEHOLD INCOME UNDER 80% OF AREA MEDIUM
INCOME.
3.
ONE
FOR QUESTIONS REGARDING THIS BID. CONTACT:
EARL BARRETT - REAL ESTATE SERVICES MANAGER
PHONE: (727) 562-4754 FAX: (727) 562-4755
F. O. B. CLEARWATER, FLORIDA
BIDDER REPRESENTATION
I represent that this bid is submitted in compliance with all terms, conditions,
specifications and other bid criteria of the INVITATION FOR BID and that I am
submitting this bid on my own behalf or am authorized by the prospective
owners/principals to execute and submit this bid on behalf of the entities
identified below:
~ /Y/fS Sf/~/fft'5?/3
BUSINESS NA1E /J t! . FEDERAL IDENTIFICATION NO.
~fJ ff I /; ~. ~ (IF APPLICABLE)
~REET ADDRESS
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CITY/STATElZIP I .
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PRINT YPE NAME OF SIGNAT E OF
AUTHORIZED REPRESENTATIVE AUTHO IZED REPRESENTATIVE
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DATE BID SUBMITTED
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T LEPHONENUMBER