BETHEL CHRISTIAN CENTER, INC
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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, ATTENTION: City Manager, Phone: (727) 562-4050, and BETHEL
CHRISTIAN CENTER, INC. a Florida not for profit corporation (herein "Buyer"), of 14516 Corkwood Drive, Tampa, Florida
33626, Phone: (813) 925-8772, (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.
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 extende~ ~~~~:~j~..M'C'r!'~!~t ~~~i.n~s~)~~O / -,7 ')i "O::J;;:'. D
1. LEGAL DESCRIPTION Lots 6, 7 and 8, Block "B", FIRST ADDITION TO NORWOOD, as recorded in Plat
Book 5, Page 79, Public Records of Pinellas County, Florida.
STREET ADDRESS (City/StatelZip): 1002 -1006 Grant Street, Clearwater, Fl. 33755
PERSONALTY: None (vacant land)
2. FULL PURCHASE PRICE .......................................................................................................$ 119,503.00
3. MANNER OF PAYMENT
a. Purchase Money Mortgage (see Paragraph 5) ............................................................... $ 113,500.00
b. Total amount to be paid at closing in U.S. funds, cash, certified or
cashier's check, subject to adjustments and prorations........................................................$ 6,003.00
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 Council
("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 the Council upon initial presentation rejects this contract, 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. PURCHASE MONEY MORTGAGE
At time of closing Buyer shall execute a Note and Purchase Money Mortgage (PMM) in favor of Seller in the amount of
$113,500.00, payable $ 717.41 per month, including principal and interest at 6.5% per annum for a period of 30 years, with the
entire remaining principal balance due and payable in full 5 years from date of loan origination. The Note, Mortgage and any
other instruments of security shall be in a form acceptable to Seller and shall contain only clauses generally utilized by lending
institutions located in Pinellas County, Florida, including but not limited to (1) late payment fee, (2) acceleration at Seller option
in the event of mortgagor default, (3) the privilege of prepayment without penalty in all or in part, together with accrued interest,
(4) subordination by Seller to construction financing to be provided by a duly chartered State or Federal financial institution in
good standing, so long as the total of such construction financing and the remaining balance of the PMM do not exceed 100%
of the appraised value of the improved property upon completion of construction, and Buyer submits payment to Seller to
reduce the then current balance of the PMM by not less than twenty percent (20%). Additionally, as a condition of Seller
accepting the PMM to be given by Buyer, Buyer covenants and agrees that the encumbered property shall be developed in
accordance with City of Clearwater zoning requirements, and that all improvements shall be completed not later than thirty six
(36) months following closing of this transaction. Upon request by the Seller, Buyer shall furnish credit and financial
information reasonably required by the Seller to consider funding the purchase as above described. If Seller determines for
any reason that the contemplated financing is not in the best interests of the City of Clearwater, then at its sole discretion
Seller may deny such financing. Buyer shall then have a reasonable time to secure third party financing, and if unable or
unwilling to do so, this agreement shall thereafter become null and void in all respects.
6. IIILE
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. Otherwise title shall be free of liens, easements 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 no others; provided there exists at closing no violation of the foregoing and none of them prevents
Buyer's intended use of the Property for infill residential development consistent with City of Clearwater Medium Density
Residential (MDR) zoning requirements.
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7. TITLE EVIDENCE
Buyer may, at Buyer expense and within 10 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 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 from receiving
evidence of title to examine it. 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.
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.
8. 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 Buyer petition for such release is evidenced by
execution of this contract
9. 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.
10. 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 30 days 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 45 days without effect upon any other term, covenant or condition contained in this
contract.
11. CLOSING DOCUMENTS
Seller shall furnish deed, bill of sale, mechanic's lien affidavit, assignments of leases, tenant and mortgage estoppel letters,
Note, Mortgage and other instruments of security, and any corrective instruments as applicable to this transaction. Buyer shall
furnish closing statement.
12. CLOSING EXPENSES
State documentary stamps required on the mortgage and deed, together with recordation of the mortgage and deed shall be
paid by the Buyer. Seller shall pay the costs of recording any corrective instruments.
13. 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 held by Seller in trust for third parties 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.
14. 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 as
disclosed herein and marketability of title. Buyer's covenant to purchase the Property "as is" is more specifically represented
in either subparagraph a. or b. as marked [Xl.
a. [ 1 As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its present "as is"
condition.
b. [Xl As Is With Right of Inspection: Buyer may, at Buyer expense and within 25 days from 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. Seller shall grant reasonable access to the
Property to Buyer, its agents, contractors and assigns for the purposes of conducting the inspections provided,
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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 the inspections and/or investigations reveal conditions that are reasonably
unsatisfactory to Buyer, unless Seller elects to repair of otherwise remedy such conditions to Buyer satisfaction. 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.
15. 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 inspections, investigations and any other work
performed pursuant to Paragraphs 9 and 14 above.
16. 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 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 (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; or 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) 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 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.
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 BOUND
This contract is not assignable. The terms "Buyer", "Seller", and "Broker" (if any) may be singular or plural. This Contract is
binding upon Buyer, Seller, and their successors, heirs and personal representatives.
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
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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.
24. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them.
25. EFFECT nF 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
[xi Not applicable, OS [ ] An Addendum containing special clauses that constitute agreements and covenants between
the parties is attached to and an integral part of this contract and without further acknowledgment is confirmed and accepted
by the parties. When any special clause in the Addendum is in conflict with any provision contained elsewhere in this contract,
then the special clause shall govern.
29. MERGER BY DEED
All covenants, warranties, and representations contained herein shall merge with the deed at time of closing. 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.
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BETHEL CHRISTIAN CENTER, INC.
Date:
,2005
By:
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APPROVED AND ACCEPTED THIS ~ day of ~
,2005.
Countersigned:
CITY OF CLEARWATER, FLORIDA
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J Frank V. Hibbard, Mayor
By:
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William B. Horne, II, City Manager
Approved as to form:
ATTEST:
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