PETER V & RITA GIANFILIPPO AND COMMUNTY REDEVELOPMENT AGENCYCONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
COMMUNITY REDEVELOPMENT AGENCY
PARTIES: Peter V. Gianfilippo and Rita Gianfilippo whose post office address is 1594 South Fort
Harrison Avenue, Clearwater, FL 33756 -2074, (herein "Seller "), and the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate
and politic of the State of Florida (herein "Buyer" or "CRA "), whose post office address is 112 South
Osceola Avenue, Clearwater, FL 33756, (collectively "Parties ") hereby agree that the Seller shall sell
and Buyer shall buy the following real property ( "Property ") upon the following terms and conditions.
1. PROPERTY DESCRIPTION
Lot "A" of OVERBROOK SUBDIVISION, according to the plat thereof recorded in Plat Book 8, Page
23, Public Records of Pinellas County, Florida.
Parcel Identification Number: 15- 29 -15- 64890 - 007 -0010
PERSONALTY: NONE
2. FULL PURCHASE PRICE $160,000
3. MANNER OF PAYMENT: Wire in U.S. funds at tinge of closing
4. PURCHASE PRICE
The full Purchase Price as shown herein has been reached through negotiations with the Seller by
City staff. James Millspaugh and Associates, Inc. performed an appraisal of the Property on behalf
of the Buyer.
5. TIME FOR ACCEPTANCE; APPROVALS
Following execution of this contract by Seller, 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 Executive Director of the Community Redevelopment Agency of the City of
Clearwater (CRA) for acceptance and approval, counter -offer, or rejection by action of the Clearwater
City Council ( "Council ") serving in its capacity as the governing board of the CRA. 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 a counter -offer is approved by the Council, it shall be
delivered to Seller in writing within 10 days of such action by the City Council, and Seller shall have
10 days thereafter to deliver to Buyer written notice of acceptance or rejection of such counter -offer.
If written notice of acceptance is not timely delivered, or if the counter -offer is rejected by Seller, this
contract shall thereafter be null and void in all respects. If this contract is rejected by the Council
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.
6. TITLE
Sell�err warrants le al capacity to and shall convey marketable title to the Property by Statutory
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Warranty Deed, subject only to matters contained in Paragraph 7 acceptable to 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; 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. Seller warrants and represents that there is ingress
and egress to the Property sufficient for the intended use as described herein.
7. TITLE EVIDENCE
Seller shall, at Seller expense and within 15 days prior to closing date deliver to Buyer 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 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 therefor, including the bringing of necessary suits.
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 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. The survey
shall be performed to minimum technical standards of the Florida Administrative Code and may
include a description of the property under the Florida Coordinate System as defined in Chapter 177,
Florida Statutes.
9. CLOSING PLACE AND DATE
Seller shall designate closing agent and this transaction shall be closed in the offices of the
designated closing agent in Pinellas County, Florida, no later than July 29, 2016, unless extended by
other provisions of this contract including but not limited to time allotted for the removal of title
defects as provided for in Paragraph 7 above. 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 60 days without effect upon any other term, covenant or condition
contained in this contract.
10. CLOSING DOCUMENTS
Seller shall furnish closing statements for the respective parties, deed, bill of sale (if applicable),
mechanic's lien affidavit, assignments of leases, tenant and mortgage estoppel letters, and corrective
instruments. If Seller is a corporation, Seller shall deliver a resolution of its Board of Directors
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authorizing the sale and delivery of the deed and certification by the corporate Secretary certifying
the resolution and setting forth facts showing the conveyance conforms with the requirements of
local law.
11. CLOSING EXPENSES
Documentary stamps on the deed, unless this transaction is exempt under Chapter 201.24, Florida
Statutes, shall be paid by the Seller. Seller shall also pay the costs of recording any corrective
instruments. Recordation of the deed shall be paid by Buyer.
12. PRORATIONS; CREDITS
Taxes, assessments, rent (if any) and other revenue of the Property shall be prorated through the
day before closing. Closing agent shall collect all ad valorem taxes uncollected but due through day
prior to closing and deliver same to the Pinellas County Tax Collector with notification to thereafter
exempt the Property from taxation as provided in Chapter 196.012(6), Florida Statutes. 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.
13. OCCUPANCY
Seller warrants that there are no parties in occupancy other than the Seller, or as otherwise
disclosed herein. If Property is intended to be rented or occupied beyond closing, the fact and terms
thereof shall be stated herein, and the tenant(s) or occupants disclosed pursuant to Paragraph 14.
Seller agrees to deliver occupancy of the Property at time of closing unless otherwise stated herein.
If occupancy is to be delivered before closing, Buyer assumes all risk of loss to Property from date of
occupancy, shall be responsible and liable for maintenance from that date, and shall be deemed to
have accepted Property in its existing conditions as of the time of taking occupancy unless otherwise
stated herein or in separate writing.
14. LEASES
Seller warrants that there are no tenants occupying the Property and that no leases exist, recorded
or unrecorded, authorizing such occupancy and any authorized tenancy or lease for use of the
property created by Seller prior to closing or prior to the expiration hereof, shall constitute a material
breach of this Contract.
15. 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 is disclosed herein in Paragraph 21 ( "SELLER
WARRANTIES ") and marketability of title. Buyer's covenant to purchase the Property "as is" is more
specifically represented in the following paragraph. .
a. As Is With Right of Inspection: Buyer may, at Buyer expense within 60 days following the
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effective date hereof ( "Inspection Period "), conduct inspections, tests, environmental and any other
investigations of the Property Buyer deems necessary to determine suitability for Buyer's intended
use. Upon Seller's execution hereof, Seller shall grant reasonable access to the Property to Buyer,
its agents, contractors and assigns for the purposes of conducting the inspections provided,
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 which are reasonably unsatisfactory to Buyer. In
the alternative, at the Buyer's sole discretion, if Seller offers to repair or otherwise remedy such
conditions to Buyer satisfaction, Buyer may accept such offer; or Buyer, at its option, may elect to
accept a credit at closing of the total estimated repair costs as determined by a licensed general
contractor of Buyer's selection and expense. If Buyer terminates this contract, and 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.
16. WALK- THROUGH INSPECTION
At a time mutually agreeable between the parties, but not later than the day prior to closing, Buyer
may conduct a final "walk- through" inspection of the Property to determine compliance with any
Seller obligations and to insure that all Property is in and on the premises. No new issues may be
raised as a result of the walk- through.
17. SELLER HELD HARMLESS
Buyer is self insured, and subject to the limits and restrictions of the Florida Sovereign immunity
statute, F.S. 768.28, agrees to indemnify and hold harmless the Seller from claims of injury to
persons or property during the inspections and investigations described in Paragraph 13(a) resulting
from Buyer's own negligence only, or that of its employees or agents only, subject to the limits and
restrictions of the sovereign immunity statute.
18. RISK OF LOSS
If the Property is damaged by fire or other casualty before closing and cost of restoration does not
exceed 3% of the assessed valuation of the Property so damaged, cost of restoration shall be an
obligation of the Seller and closing shall proceed pursuant to the terms of this contract with
restoration costs escrowed at closing. If the cost of restoration exceeds 3% of the assessed
valuation of the improvements so damaged, Buyer shall have the option of either taking the Property
"as is", together with any insurance proceeds payable by virtue of such loss or damage, or of
canceling this contract.
19. 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
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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 vacate the 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. (2014), as
amended.
20. DEFAULT
If this transaction is not closed due to any default or failure on the part of the Seller, other than to
make the title marketable after diligent effort, Buyer may seek specific performance or unilaterally
cancel this agreement upon giving written notice to Seller. If this transaction is not closed due to any
default or failure on the part of the Buyer, Seller may seek specific performance. If a Broker is owed
a brokerage fee regarding this transaction, the defaulting party shall be liable for such fee.
21. 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: (Specify known defects. If none are known, write
"NONE"
Buyer shall have the number of days granted in Paragraph 15(a) above ( "Inspection Period ") to
investigate said matters as disclosed by the Seller, and shall notify Seller in writing whether Buyer
will close on this contract notwithstanding said matters, or whether Buyer shall elect to cancel this
contract. If Buyer fails to so notify Seller within said time period, Buyer shall be deemed to have
waived any objection to the disclosed matters and shall have the obligation to close on the contract.
22. RADON GAS NOTIFICATION
In accordance with provisions of Section 404.056(8), Florida Statutes (2014), as amended, Buyer is
hereby informed as follows:
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.
23. 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
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permits, singular shall include plural and one gender shall include all.
24. 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.
25. 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 heirs, personal representatives,
successors and assigns (if assignment is permitted).
26. 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.
27. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with
them.
28. BROKER REPRESENTATION
If either Party chooses to be represented by a Licensed Real Estate Broker upon Seller's execution
hereof, then that Party solely shall be responsible for any such Broker fee or expense due to said
Broker.
29. EFFECT OF PARTIAL INVALIDITY
The invalidity of any provision of this contract will not and shall not be deemed to affect 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.
30. 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.
31. 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.
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32. 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 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.
tJP
EXECUTED this 2-----day of
Attest:
Print Name
A pr
, 2016 by Seller.
PETER V. GIANFILIPPO AND
RITA GIANFILIPPO
By:
&2,09' Li/2?-0
Print Name
R A C (A NI PPO
Print Name Print Name
srA APPROVED BY BUYER & EFFECTIVE this d' day of CLL
, 2016.
THE COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA
C
By: - ite1c "e *fIos
George N. Cretekos
Chairperson, Board of Trustees
Approved as to form: Attest:
Laura Lipowski Mahony
Assistant City Attorney
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Rosemarie CaII
City Clerk
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