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HABITAT FOR HUMANITY OF PINELLAS COUNTY INCCONTRACT 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"), whose post office address is 112 South Osceola Avenue, Clearwater, FL 33756, and HABITAT FOR HUMANITY OF PINELLAS COUNTY, INC., a Florida not for profit corporation (herein "Buyer"), whose post office address is 13355 49th Street North, Clearwater, Florida 33762, (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 See Exhibit "A" attached hereto and hereby incorporated herein, hereinafter referred to as the "Property" 2. FULL PURCHASE PRICE $ 206,000.00 3. MANNER OF PAYMENT: Wire transfer in U.S. funds at time of closing $ 206,000.00 4. PURCHASE PRICE The full Purchase Price has been determined by Invitation to Bid No. 21-18 (ITB 21-18), a competitive bid initiated by the City of Clearwater. The minimum bid price established in ITB 21-18 was based upon an appraisal prepared by James Millspaugh and Associates, Inc. with a valuation date of September 6, 2017. 5. TIME FOR ACCEPTANCE; APPROVALS 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 City Manager of the City of Clearwater for acceptance and approval, counter-offer, 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 a counter-offer is approved by the Council, it shall be delivered to Buyer in writing within 10 days of such action by the City Council, and Buyer shall have 10 days thereafter to deliver to Seller 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 Buyer, 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 Seller warrants legal capacity to and shall convey marketable title to the Property by Special Warranty Deed, subject only to matters contained in Paragraph 8 acceptable to Buyer and to the covenants and restrictions as provided herein. 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. 7. COVENANTS & RESTRICTIONS The sale proposed in this contract shall be subject to the following covenants and restrictions: (1) The property being developed with a minimum of ten residential units for sale to households with total household income at or below 80% of area median income, (2) Vertical construction must commence within one year of closing. If Buyer fails to commence vertical construction within one year of purchase, Seller has the right, at its sole discretion, repurchase the Property from Buyer. Buyer, upon the request from Seller, shall forthwith reconvey the Property to Seller via special warranty deed at a purchase price of $206,000.00. 8. TITLE EVIDENCE Seller shall, at Seller expense and within 20 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 10 days from receiving evidence of title to examine it (Title Examination Period). If title is found defective, Buyer shall, by the end of the Title Examination Period, 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. 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 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. 10. 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, on or before September 15, 2018 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 8 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. [GM18-1510-221/220646/11 Page 2 of 7 Contract for Sale of Real Property by the City of Clearwater, FL June 2018 11. 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. 12. CLOSING EXPENSES Pursuant to Chapter 201.24, Florida Statutes, Seller is exempt from paying documentary stamps on the deed. Buyer shall pay the cost for documentary stamps if applied to this transaction. Recordation of the deed shall be paid by Buyer. Seller shall pay the costs of recording any corrective instruments. 13. 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 the day prior to closing and deliver same to the Pinellas County Tax Collector. 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. 14. OCCUPANCY Seller warrants that there are no parties in occupancy other than the Seller, or as otherwise disclosed herein and the Property shall not be rented or occupied beyond closing. 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 condition as of the time of taking occupancy unless otherwise stated herein or in separate writing. 15. LEASES Seller warrants that there are no leases encumbering the Property and Seller will not enter into a lease for the Property during the duration of this Contract. 16. 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 forty-five (45) days following the 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. Buyer shall not engage in any activity that could result in a mechanics lien being filed against the [GM 18-1510-221/220646/1 1 Page 3 of 7 Contract for Sale of Real Property by the City of Clearwater, FL June 2018 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. 17. 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. 18. RISK OF LOSS If the Property is damaged by fire or other casualty before closing, 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 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 re -convey 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 or unilaterally cancel this agreement upon giving written notice to Buyer. [GM18-1510-221/220646/1] Page 4 of 7 Contract for Sale of Real Property by the City of Clearwater, FL June 2018 21. SELLER WARRANTIES Seller warrants that there are no facts known to Seller that would materially affect the value of the Property, or which would be detrimental to the Property, or which would affect Buyer's desire to purchase the property except as follows: (Specify known defects. If none are known, write "NONE") No NC - Buyer shall have the number of days granted in Paragraph 16(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 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. [GM18-1510-221/220646/1] Page 5 of 7 Contract for Sale of Real Property by the City of Clearwater, FL June 2018 27. TYPEWRITTEN OR HANDWRITTEN PROVISIONS Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them. 28. BROKER REPRESENTATION Neither Party hereto is represented by a Licensed Real Estate Broker upon the execution hereof. Should either Party choose to obtain the services of a License Real Estate Broker, the Party obtaining such services shall be responsible for any 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. 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. The Remainder of this Page Intentionally Left Blank [GM 18-1510-221 /220646/1 ] Page 6 of 7 Contract for Sate of Real Property by the City of Clearwater, FL June 2018 EXECUTED this day of , 2018 by Buyer. HABITAT FOR HUMANITY OF PINELLAS COUNTY, INC. By: APPROVED BY SELLER & EFFECTIVE this ,..S4 -1 -day of 4/1 , 2018. RI/Ott( rter e1/4j George N. Cretekos Mayor THE CITY OF CLEARWATER, FLORIDA By: LI) 14844411) -z - William B. Horne, II City Manager Approved as to form: Attest: La& Laura Lipowski Mahony Assistant City Attorney [GM18-1510-221/220646/1] Page 7 of 7 Contract for Sale of Real Property by the City of Clearwater, FL June 2018 Rosemarie CaII City Clerk Contract for Sale of Real Property by the City of Clearwater, FL June 2018 EXHIBIT "A" A Parcel of land in Section 22, Township 29 South, Range 15 East, City of Clearwater, Pinellas County, Florida, being more particularly described as follows: Commence of the Southeast Corner of the Northwest One Quarter of the Southwest One Quarter of said Section 22; thence run North 00°22'53" West, being the centerline of Greenwood Avenue and the East boundary of said Northwest One Quarter of the Southwest One Quarter of said Section 22, a distance of 238.71 feet; thence run North 89°14'11" West, a distance of 30.01 feet to the West RNV line of said Greenwood Avenue; thence run North 00°22'53" West along said West RNV line a distance to 111.31 feet to the Point of Beginning. From said Point of Beginning, run North 89°14'11" West, leaving said West RNV line, a distance of 260.40 feet; thence run North 00°22'53" West, a distance of 225.00 feet; thence run South 89°14'11" East, a distance of 260.40 feet to the said West RNV line; thence run along said West RNV line South 00°22'53" East, a distance of 225.00 feet to the Point of Beginning.